QUALITY ASSURANCE AGREEMENT(Warranty)
|Name||[NINGBO JENIUS MEDICAL TECH CO.LTD]|
|Short form name||NINGBO JENIUS MEDICAL TECH|
|Notice details||[NO.2112 NINGHENG SOUTH ROAD,HENGXI TOWN,YINZHOU DISTRICT NINGBO CHINA]|
|Short form name|
The parties intend to enter into this Quality Assurance Agreement (hereinafter referred to as “this Agreement”) to outline Quality requirement and specification for products.
The Client and the Supplier shall hereinafter be referred to individually as a “Party” and collectively as the “Parties”.
1.1 This Agreement is concluded between the parties to i) ensure that products delivered are in line with quality parameters agreed and ii) to specify which quality assurance activities have been agreed between the parties.
2.1 This Agreement is an integral part of each order Client places with Supplier and is valid for all deliveries regardless if deliveries are samples deliveries or deliveries of serial products. Therefore both parties agreed that this Agreement will be applicable to all claims emerging from such deliveries.
2.2 This Agreement is an integral part of all contracts concluded between the contract partners and it is agreed that it shall be valid in addition to and in connection with the general purchase conditions of Client.
3 Product specific quality Agreement
3.1 It will be concluded in order to make sure that product and basic conditions (requirements, product application, manufacturing processes) are reached according to project specifications.
4 Duration of this Agreement
4.1 This Agreement shall come into effect upon execution of this Agreement by both parties and the validity is consistent with the purchasing contract signed by both parties.
4.2 This Agreement is valid for all deliveries of goods or services that will be delivered after the coming into effect of this Agreement and which were ordered before expiration of this Agreement. This Agreement also includes all complaints that arise from such deliveries.
5 Accomplishment of the quality assurance
5.1 The Supplier is liable for the compliance of quality of all goods and/or services delivered by him. The supplier shall provide the corresponding third party laboratory test reports and certificates according to the requirements of the Client.
5.2 The Supplier commits to aim for zero defects and to improve continuously for the purpose of enhancing his competitiveness.
5.3 The Supplier commits to continuous improvement and enhancement of his methods and processes.
5.4 To cope with this responsibility the Supplier is recommended to adhere to at least a quality management system according to ISO 9001 or equivalents. The transmission of a valid certificate issued by an accredited certification company in copy is recommended to provide to Client as proof every year.
5.5 The Supplier must ensure that only valid documents which comply with the particular contract are used. Specifications, Inspection Standard and drawings etc. upon which orders are based are binding.
5.6 Acceptable qualifying levels in accordance with different requirement as per Clients.
5.7 The Supplier undertakes to execute a feasibility check for all products or services ordered from Client on the basis of the received technical documentation. With the acceptance of a purchase order in written form from Client, Supplier confirms the feasibility and assumes full responsibility for the quality of product manufacturing and on time delivery.
5.8 All product materials and specifications shall be confirmed according to QC sample. The product should be produced according to the quality specification required by the Client.
5.9 The Supplier undertakes to implement adequate actions which assure their production and delivery abilities based on the existing quality policies and contracts. The supplier agrees to implement corrective and preventative actions as required by Client. Client reserves the right to demand accordant evidence.
5.10 Client is entitled to conduct announce and unannounced audits at the supplier′s premises to ensure Supplier′s compliance with agreed quality assurance actions. Audits may either be conducted by Client or by Client in co-operation with final customer or by a third party nominated by Client. The Supplier grants Client the right to access Supplier′s premises to carry out quality audits. Audits may be effected in the form of system, process or product audits. The audit date will be agreed upon with the Supplier.
5.11 After shipment, if the customer finds the goods to be defective, all costs incurred shall be borne by the supplier. If the inspection is rejected, the re-inspection costs will be borne by the supplier.
5.12 The Supplier undertakes to start the problem root causing activities as soon as possible and warrants that follow up deliveries are free of any defects. Furthermore Supplier undertakes to replace the entire defective quantity with an error-free delivery as soon as possible.
5.13 The supplier’s answer must include the following: Commitment that the next deliveries include only error-free parts.
5.14 For complaints, Client will charge the supplier a general processing fee. Additional work at Client such as but not limited to additional product testing, sorting, repair, freight or other will be charged.
5.15 Under normal circumstance, the supplier shall inform Client the inspection and inspection location / time / contact person to facilitate the inspection of the goods in 10 days before shipment. The supplier cannot cancel or change inspection arrangements less than 3 days in advance to avoid charges. Cancellations or changes to the original inspection arrangements made within 1-3 business days in advance (less than 3 working days) shall be charged a $50 USD fine. For changes requested within 1 business day, cancelation or changes made to the original inspection arrangement, a fine of $150 USD shall be charged.
5.16 The supplier shall manufacture qualified products. If the product is defective and causes a second inspection, then Client’s re-inspection fee is $150 USD per inspection. The final customer’s re-inspection fee will be charged according to the different customers’ charging standards.
5.17 In case a defective delivery may cause a production stop at Client or the final customers, the Supplier undertakes immediate remedy actions such as compensation deliveries, sorting or rework. In urgent cases Client is entitled carry out the rework with it′s own staff or by a third party and request the supplier to air freight goods. All cost incurred will be in full charged to the Supplier.
6 Quality Target
6.1 Lot Reject Rate no more than 5% average annual basis
7.1 The achievement of agreed quality aims and limits will not liberate the Supplier from any claims of warranty or claims for damages in case of defective deliveries. After shipment, if all defects are caused by defective products, all the expenses arising from customer returns and claims will be provided by the supplier.
7.2 The Supplier undertakes to indemnify Client against any damages or losses – no matter what kind – caused by delivery of faulty products or by any breach of contractual obligations. Possible losses include the loss of profit, the loss resulting from production stops at the final Customer and all third parties’ losses. Client will always aim to limit the loss – also in its own interest.
7.3 The Supplier is particularly liable for all claims for damages, which are claimed to Client by the final customer resulting from product liability, injury of people and / or loss of property, as a result of a delivered defective product.
7.4 In case Client has to carry out a product recall as a result of product liability against the final customer, the Supplier will be held liable for all cost incurred, including cost incurred at Client. Client will inform the Supplier on manner and execution of a possible product recall.
8 Environment protection
8.1 Manufacturing processes, parts and the used raw material have to comply with legal requirements and safety-related requirements for restricted, toxic and dangerous materials as well as with environmental regulations both of the producer’s and customer’s country. The Supplier is expected to implement an environmental management system according to ISO14001.
8.2 The materials or parts have to comply with industry standards and/or customer specific requirements.
9 Applicable law and place of jurisdiction
9.1 This Agreement shall come into effect as of the date of signature or seal of both parties, in duplicate, with each party holding one copy, each copy shall have equal legal effect. This Agreement is written in English and Chinese, the English version shall prevail in case of any discrepancy. The disputes arising from this agreement shall be resolved through consultation between the two parties. If the negotiation fails, the parties shall bring a lawsuit to the People’s Court where the Client is located.
10 Final clauses
10.1 Any changes, amendments as well as revocation of this Agreement shall be in writing to be legally binding.
10.2 For any gaps arising during the execution of this Agreement that have neither been detected nor foreseen by the partners the parties commit to close these gaps correspondingly and in an amicable manner.
10.3 Supplementary contracts between the Supplier and Client remain valid in their current form. In case of any discrepancies between these contracts and this quality assurance Agreement, the provisions of the quality assurance Agreement will prevail unless otherwise expressly agreed in the supplementary contracts.
10.4 The contract partners undertake that exchanged information in connection with this Agreement is kept secret and details only are made available to third parties to the extent absolutely necessary for carrying out the purpose of the Agreement.
10.5 Signing and execution of this Agreement do not constitute a right for the Supplier to obtain purchase orders for contractual services.
IN WITNESS WHEREOF, each of parties hereto has caused this Agreement to be executed by its duly authorized representative on the date first set forth above.