Framework conditions for cooperation between allsafe GmbH & Co. KG and our suppliers (EKB)

1.

allsafe GmbH & Co KG attaches great importance to fair and honest partnership. This is the basis of every business relationship.

Should disruptions occur despite all precautions and control measures taken, it is necessary to be able to fall back on clear framework conditions that are recognised by both parties. For this reason, the following rules have been drawn up in connection with the technical specification and/or drawing. These components form the essential part of the contract between the supplier partner and allsafe GmbH & Co KG.We attach great importance to ensuring that these conditions do not unnecessarily disrupt our partner's normal operations. This is the only way to guarantee that processes and procedures can be continuously optimised. Furthermore, these terms of delivery are agreed with the supplier to ensure smooth processing.

2. Binding nature of framework agreements

The quantities and terms specified by allsafe GmbH & Co. KG in the framework order are determined to the best of our knowledge and belief based on the information provided by our customers. However, we must point out that this information is subject to change at any time. We reserve the right to adjust them to meet requirements, i.e. to increase or decrease them. The agreements made regarding price, delivery, terms of payment and the items to be delivered are binding.

3. Tools

3.1. Care, maintenance and storage of tools

The supplier guarantees that the tools will function without defects during their use. If the tools have been provided by allsafe GmbH & Co. KG, the supplier undertakes to check the tools provided to them for suitability. If necessary, a written offer for repair or adjustment must be provided. These measures may only be carried out after written order by allsafe GmbH & Co. KG. The supplier must store the tools properly and protect them from damage and environmental influences. During the contractually agreed quantities, the costs for maintenance, care and repair shall be borne by the supplier. After the contractually agreed quantities have been delivered, the costs for care and maintenance shall be borne by the supplier; the costs for repairing the tools shall be borne by allsafe GmbH & Co KG after an order has been placed. In order to ensure continuous delivery free of defects, the tools must be maintained, repaired and cared for by the supplier. It must be ensured that the tools are always ready for use. At the end of the delivery period, the supplier is obliged to hand over the tools to allsafe GmbH & Co. KG in perfect condition, if desired. The transfer of ownership of the tools takes place automatically upon payment for the tools and does not require any further contractual agreement.

4. Tool modifications

Modifications to tools may only be made with the prior written consent of allsafe GmbH & Co. KG. If a tool modification is necessary due to technical changes made by allsafe GmbH & Co. KG, the supplier must first submit a written offer. The necessary measures shall only be approved and carried out after a written order has been placed. The modified parts must be re-sampled and approved by allsafe GmbH & Co. KG for series delivery. Within the framework of a partnership, allsafe GmbH & Co KG shall bear the costs for material that can no longer be used due to a drawing change. However, the supplier undertakes to indicate at the time of the offer that the existing materials can no longer be used after the changeover.

5. Tool release/initial sampling

5.1.

In the following cases, the supplier is obliged to carry out initial sampling:

• New parts
• Modified parts or specifications

If the supplier intends to make any of the following changes, they are obliged to inform allsafe GmbH & Co. KG of their plans and wait for written approval. Initial sampling may also be necessary in this case.

• Product change
• Change in design, specification or material
• Relocation of production to external production sites
• Relocation of production to new plants or relocation within the supplier's own plant
• Change in production processes
• Prolonged suspension of production (longer than 1 year)
• New sub-suppliers
• In the case of tools manufactured subsequently for capacity reasons
• or wear and tear, allsafe GmbH & Co. KG must be informed and, if necessary, an initial sampling must be carried out
• In all other cases, allsafe GmbH & Co. KG must be informed.
• The supplier is obliged to carry out internal sampling/approval, regardless of whether initial sampling is required by allsafe GmbH & Co. KG.

5.2. Initial sampling / forms for initial sampling

The initial sampling carried out by the supplier must be documented on the forms provided by allsafe GmbH & Co. KG or on forms in accordance with VDA

• Initial sample test report
• Test results
• Delivery note

If these are not available to the supplier, they must be requested.

Unless otherwise agreed, 50 parts must be tested and documented. In the case of an assembly, an additional 50 individual parts must be tested and documented. If production involves several identical tools, an initial sample test must be carried out on each tool or nest of a multiple mould. Unless otherwise agreed, the parts must be enclosed with the initial sample test report.

Unless otherwise agreed, appropriate evidence/material analyses from the initial sampling must be enclosed for the materials used. In special cases – automotive applications – this data must be entered into the IMDS database.

Together with the initial sample, a proof of capability (test based on at least 50 parts) must be submitted for the specifications and special test dimensions specified by allsafe GmbH & Co. KG. A test plan for the initial sample must also be enclosed.

The delivery approval/series approval of the sampled parts is issued by allsafe GmbH & Co. KG on the ‘Initial Sample Test Report’ form completed by the supplier.

6. Right of purchase from tools

The supplier undertakes to deliver parts or components/assemblies from tools and/or developments of allsafe GmbH & Co. KG exclusively to the latter. Parts may only be sold to third parties with written approval. In the event of a breach, the supplier shall be liable for the total damage caused. In addition, the supplier is obliged to disclose the quantity and recipients of the parts delivered in parallel. If allsafe GmbH & Co. KG has given its approval for delivery to third parties, the purchasing supplier is not permitted to change tools or specifications. Furthermore, it is not permitted to transfer tools to other suppliers without the written consent of allsafe GmbH & Co. KG.

7. Supply time, spare parts delivery

The supplier undertakes to supply allsafe GmbH & Co. KG with the product and spare parts for the product throughout the entire series production period and for a further period of 15 years after the series production date. Regardless of the ownership situation, the scrapping of part-specific manufacturing equipment for the part may only be carried out with the written consent of allsafe GmbH & Co. KG.

8. Audit, documentation, retention periods

8.1. Audit

The customer is entitled to conduct an audit to determine whether the supplier's quality assurance measures meet the customer's requirements. The audit may be carried out as a system or process audit and must be agreed in good time before it is scheduled to take place. Audits by approved certification bodies must be taken into account. Reasonable restrictions imposed by the supplier to protect its trade secrets shall be accepted.

8.2. Retention periods

The supplier must retain all product- and process-related documents, records and data that are part of the production process and product approval for at least 20 years. This provision applies to both series production and the supply of spare parts.

8.3. Access authorisation

The supplier undertakes to grant allsafe GmbH & Co KG, its customers and regulatory authorities access to the company (EN 9100:2018 Section 8.4.3.L).

9. Statistical values, evaluations

9.1. FMEA

It is desirable that the supplier creates an FMEA for its scope of delivery. This forms the basis for smooth and high-quality delivery.

9.2. Process capability

It is desirable that process capability is demonstrated using statistical values. In the interests of continuous quality improvement, it is necessary to record this data and use it consistently to optimise processes. In principle, the capability values specified by allsafe GmbH & Co. KG in the specifications (if available) must be achieved and documented.

9.3. Quality objectives

For functional and safety-related product characteristics, zero-defect production is essential and must be proven by the supplier. Unless otherwise agreed, the upper limit for the error rate for product characteristics that are not relevant to function and safety is < 500 PPM. However, it should be noted that a supplier who consistently operates at this upper limit will have to be replaced in the long term. The target set by allsafe GmbH & Co KG is a rate of < 100 PPM. A poor delivery includes not only direct quality defects in the product, but also inadequate packaging, incorrect labelling of the shipment, incorrect quantities, and any errors that may hinder or stop the operations of allsafe GmbH & Co. KG.

10. Quality, inspections

10.1. Incoming goods inspection

allsafe GmbH & Co. KG will only carry out random checks on the delivered products. This means that the supplier must guarantee the required quality for the products they deliver and, in the event of a complaint, assume liability for the parts they have delivered.

However, checks regarding the quantity delivered, reference and external damage or defects will always be carried out.

If transport damage occurs during delivery which makes it impossible to unload the products or which has resulted in damage to the products, allsafe reserves the right to refuse acceptance or to return the goods at the supplier's expense.

In this case, the supplier must ensure that a replacement delivery is made immediately in perfect condition.

In addition, measures must be taken to prevent such damage from occurring again.

10.2. Complaint handling, complaint processing

If the supplier discovers that defective parts have been manufactured and already delivered, they are obliged to inform allsafe GmbH & Co KG immediately, even if there is imminent danger. allsafe GmbH & Co KG undertakes to inform the supplier immediately of any defects discovered.

If the supplier discovers that defective parts have been manufactured which, in its opinion, could be usable, it may report these to allsafe GmbH & Co. KG for approval. Delivery may only take place after written approval by allsafe GmbH & Co KG (deviation approval). The parts must be marked accordingly.

Quality is a high priority in the supplier evaluation and is constantly monitored.

The supplier undertakes to maintain capacity for rectification in the event of a complaint. Furthermore, the supplier is obliged to ensure the continuation of production at allsafe GmbH & Co KG, e.g. by sorting out defective parts, repairing already manufactured components (approval by allsafe GmbH & Co. KG required – the type and scope of the repair must be documented), immediate delivery of good parts and free return of defective parts.

In addition, an 8 D report must be prepared by the supplier. The resulting measures must be monitored, implemented and documented.

Measures must be initiated within one day of a complaint being made. In the event of complaints about parts subject to documentation requirements, production must be stopped immediately at the supplier's premises and the affected stock must be secured at the supplier's premises and at allsafe's premises.

A catalogue of measures must be submitted by the supplier within three days at the latest. allsafe reserves the right to carry out a short audit to ensure that the catalogue of measures has been implemented.

10.3. Supplier's quality management system

The supplier agrees to introduce and/or maintain a quality system based on ISO 9000 ff with the aim of achieving zero defects and to optimise its processes with continuous improvement measures.

The supplier also obliges its subcontractors to establish, consistently apply and maintain a comparable QM system with the aim of ensuring the flawless quality of its purchased parts.

11. Delivery

11.1. Delivery frequency

allsafe GmbH & Co KG relies on flexible and fast delivery in small batch sizes.

To achieve this, we endeavour to provide our suppliers with advance planning for our main products.

In order to make processes as efficient as possible, we need partners who are fundamentally willing to optimise their processes and adapt to our needs.

11.2. Disposition/order processing

Wherever possible, allsafe GmbH & Co KG works with framework agreements (also known as call-off orders or open orders). These framework agreements regulate all important points such as total quantity, price, packaging, term, etc.

The products defined in the framework agreement are usually ordered from the supplier via a closed order.

As we are also striving to continuously optimise our processes, we are increasingly using other forms of order processing, such as Kanban, continuous delivery, forecasting and self-regulation of various product groups. This means that we will generate our requirements less and less via orders. Orders are replaced by flexible planning, which the supplier covers by reserving the appropriate capacity.

These different planning systems also have a positive effect on the overall delivery time of the products, as, for example, raw materials can be scheduled by the supplier in accordance with the planning.

11.3. Delivery time/delivery reliability

The delivery time agreed with allsafe GmbH & Co KG must be strictly adhered to. The supplier is encouraged to continuously improve its processes and thus reduce delivery times or adapt them to our needs.

If delivery within the agreed time is not possible or difficulties arise during production, the supplier is obliged to inform us immediately of any potential disruptions and to take appropriate measures to keep the delay to a minimum.

In principle, the supplier is automatically in default of delivery if deadlines are exceeded without this being expressly stated by allsafe GmbH & Co KG. Delivery times and delivery reliability are evaluated monthly as part of our supplier evaluation and are also given high priority there.

11.4. Goods receipt

For processing in the goods receiving department, allsafe GmbH & Co. KG requires the following information on the delivery note and on the goods:

• Delivery note number
• Date of dispatch
• Sender's address and supplier number
• Number of items
• Description / item number
• Order number
• Number of packages
• Warehouse no. (as shown on our order)
• Weight/package
• Order date
• Barcode 835 whenever possible

In addition, all packages must be marked with the item number and description. Wherever possible, the delivered products must be marked accordingly so that their origin can be traced at any time. Furthermore, each delivery must be accompanied by the contractually agreed and required test certificates. For suppliers of extruded aluminium profiles, we require an EN 10204-3.1 certificate for the first 5 deliveries and, if no deviations were found, an EN 10204-2.2 certificate thereafter.

11.5 Safety management

The supplier must promote a safety culture in which all employees are highly safety-conscious and proactively contribute to safety. Employees should be encouraged to report errors, incidents and hazards that could lead to product non-conformity. This safety culture also includes the exchange of safety-related information with allsafe GmbH & Co.KG and collegial cooperation in identifying and eliminating safety risks.

12. Terms of payment/delivery

Our terms of payment are as follows: 10 days net after receipt of invoice or goods. Other terms of payment must be accepted in writing by allsafe GmbH & Co. KG. Deliveries shall be made as agreed, ex works or free house, using the carrier specified by allsafe GmbH & Co KG.

13. Productivity/CIP

We attach great importance to our partners continuously working on improvement measures and implementing them consistently in order to be able to offer market-driven conditions and maintain their position in the market in the future. To achieve this goal, we are prepared to support our partners with knowledge and active cooperation in process improvements and CIP measures. This will secure and increase competitiveness on both sides in the long term.In the course of our partnership, we expect cost reductions of any kind to be shared with us.

14. Packaging

The type of packaging is clearly specified in our packaging regulations. If the supplier wishes to use other packaging, this must be approved in writing by allsafe GmbH & Co. KG.

15.

The contract can be terminated by either party with 12 months' notice.

17.

All data relating to allsafe GmbH & Co.KG, regardless of its nature, may not be reproduced or made accessible to third parties without our permission in accordance with the provisions of copyright law.

18.

Should individual provisions of this contract prove to be invalid or incomplete, this shall not affect its validity; in this case, it shall be interpreted or reinterpreted in such a way that an appropriate provision corresponding to its meaning and purpose applies which, to the extent legally permissible, comes closest to what the parties intended to achieve with this contract. To the extent necessary, they undertake to cooperate in such a contractual amendment.

19. Overriding provisions

If requirements are defined in technical documents, specifications, etc. or other agreements or provisions that go beyond the requirements of this contract, the higher requirements shall apply.

20.

The place of jurisdiction for all disputes or claims arising from or in connection with this contract, including those concerning its validity, amendment or termination, as well as non-contractual claims, shall be Stuttgart.

21. Product liability

The supplier undertakes to take out and maintain suitable product liability insurance. There must be adequate insurance cover for the product liability risk.

22. Counterfeit parts/traceability

The supplier guarantees that it will only purchase raw materials from authorised, approved suppliers in order to prevent counterfeit parts from third-party suppliers. To this end, it has installed an appropriate process within its organisation which ensures that this protection extends throughout the entire supply chain. Furthermore, it must be ensured that the products are fully traceable.