Quality Assurance Agreement for Suppliers of Industry/ Operating equipment/Services (QSL)

Quality Assurance Guideline (QSL)

(Quality Assurance Agreement)
Industry/ Operating equipment/Services (Status 12/2011)

between
Robert Bosch GmbH
Robert-Bosch-Platz 1, D-70839 Gerlingen
also in the name of and on behalf of the subsidiaries, in which BOSCH has direct or
indirect majority participation, with the exception of subsidiaries with registered office in the
NAFTA region
Hereinafter called BOSCH

and

>SUPPLIER<
[Address]
Hereinafter called SUPPLIER

Quality Assurance Agreement for Suppliers of Industry/ Operating equipment/Services (QSL)

Preamble
This agreement is an essential part of the delivery agreement with BOSCH and it is binding for
the business relationships between the SUPPLIER and the companies of the Bosch Group (all
undertakings, in which Bosch has direct or indirect majority participation, with the exception of
the companies with registered office in the NAFTA)). This agreement replaces Bosch quality
assurance guideline for suppliers (QSL 06/2004- obligatory agreements) agreed till now
between Robert Bosch GmbH and the SUPPLIER and in case of discrepancies, it has priority
over other individual quality assurance agreements.
The subject of the agreement is all products supplied by the SUPPLIER and services
(hereinafter called products).

Management systems of the supplier

The SUPPLIER is obliged to introduce and maintain a quality management system at least as
per ISO 9001. This includes the obligation on zero-defect target and the continuous
improvement of his performances. The compliance with branch- and material field-specific
requirements (such as VDA 6.2, CMMI, ISO 17025) should be proven additionally if
applicable.

Management systems of the sub-suppliers

If, for manufacturing or quality assurance of the products, the SUPPLIER procures production
or test equipment, software, services, material or other pre-supply from sub-suppliers, then he
will incorporate them in his quality management system or will himself ensure the quality of the
pre-supplies with suitable measures.

Audit

The SUPPLIER allows BOSCH, to ascertain through audits, whether his quality assurance
measures meet the requirements of BOSCH. After prior information, an audit can be held as
system, process or product audit. If necessary, the SUPPLIER will facilitate requests for dates
at short notice.
The SUPPLIER grants on BOSCH and if required its customers access to all production
units, testing centers, warehouses and adjacent areas as well as quality-relevant documents
for inspection. Thereby, necessary and appropriate restrictions of the SUPPLIER are accepted
to maintain confidentiality.
BOSCH will inform the SUPPLIER about the result of these audits. If measures are required
from BOSCHs point of view, the SUPPLIER is obliged to formulate a plan of action
immediately, implement it on time and inform BOSCH about this.
If the SUPPLIER or the sub-supplier has justified objections against the participation of
BOSCH and its customers in an audit, then BOSCH is ready to get the audit done on
SUPPLIERs costs through a neutral party, which represents the interests of BOSCH and its
customers.

Quality Assurance Agreement for Suppliers of Industry/ Operating equipment/Services (QSL)

4

Information and Documentation

If it is known that concluded agreements such as quality features, dates, delivery quantities
cannot be complied with, the SUPPLIER informs BOSCH about this immediately. The
SUPPLIER will also inform BOSCH immediately about all deviations detected after delivery. In
the interest of a quick solution, the SUPPLIER will submit all required data and facts.
The SUPPLIER is obliged to duly inform BOSCH prior to

changes in production methods, installations, procedures and materials (even at subsuppliers)

changing the sub-supplier

changes in testing method/ testing equipment

shifting or setting up production locations

shifting or setting up production equipment at the location

so that BOSCH can check whether the planned changes may have a disadvantageous effect.
There will be no obligation to inform in case of non-Bosch-specific catalog goods or if the
SUPPLIER, after careful checking, considers such effects as impossible.
The SUPPLIER will manage the implementation of the quality assurance measures, maintain
especially the measured values and test results and record and preserve these records and
possible samples of the products in an orderly manner. The archiving duration starting with the
last delivery of all contract- and product-relevant documents and records is at least 7 years.
The documents and records must be preserved and disposed in such a way that they are not
accessible to third parties.
The SUPPLIER will allow BOSCH, on request, to inspect the records and hand over the
samples. The SUPPLIER will control all data and documents (including external documents
like standards and customer drawings) in process instructions and implement them effectively.
5

Agreements on product and process

The products must conform to the agreed properties or the ones assured by the SUPPLIER
(e.g. specifications, data sheets, drawings, sample). The SUPPLIER will immediately check
whether a description submitted by BOSCH (e.g. specification, requirement specifications,
data sheets, drawings) is apparently defective, unclear, incomplete or deviating from a
possibly agreed sample.
If the SUPPLIER finds out that this is the case, then he will inform BOSCH in writing just
before starting the production process or carrying out the service. The SUPPLIER will also
point out risks and possibilities of improvement to Bosch immediately.

5.1 Development, planning, release

If the order to the SUPPLIER includes development tasks, then the requirements are
stipulated by the contractual partners in writing, e.g. in the form of a requirement specification.
The SUPPLIER is obliged to operate project management already in the planning phase of
products, processes and other inter-divisional tasks and allow BOSCH to inspect on request.

Quality Assurance Agreement for Suppliers of Industry/ Operating equipment/Services (QSL)

The SUPPLIER does a process planning (work plans, test plans, production facilities, tools,
machines etc.). The SUPPLIER ensures suitability of the production equipment and
installations for providing the service.
If initial samples are ordered by BOSCH, then the SUPPLIER will submit, prior to start of the
series delivery, initial samples of the product, manufactured under series conditions, within the
agreed scope and on time. The sampling should be done as per BOSCH-specific sampling
requirements and documented so that it can be traced.
5.2 Production, marking of products, traceability
In case of problems in process and quality deviations, the SUPPLIER analyzes the causes,
initiates actions for improvement and checks their effectiveness.
If the SUPPLIER, in exceptional cases, cannot deliver products as per specification, then he
must obtain special approval from BOSCH prior to delivery.
Hints and suggestions from BOSCH for improving the quality of the products by changes in
production process and in the quality assurance will be considered by the SUPPLIER within
the scope of his possibilities in his own responsibility.
The SUPPLIER is obliged to take up marking of products, parts and the packaging as per the
agreements concluded with BOSCH. He must ensure that the marking of the packed products
is legible even during transportation and storage.
The SUPPLIER is obliged to ensure traceability of the products delivered by him and, if a fault
is found, the traceability and the localization of the defective parts/products/batches etc.
As long as BOSCH provides production and testing equipment, especially equipment and
installations within the scope of purchase of supplies to the SUPPLIER, they should be
marked as property of BOSCH. The SUPPLIER is responsible for intactness and proper
function and initiates maintenance and repair.

5.3 Delivery, incoming inspection of goods

The SUPPLIER supplies the products in suitable and - if agreed upon - exclusively in modes
of transport approved by BOSCH to avoid damages and quality reductions (e.g.
contamination, corrosion, chemical reactions).
The incoming goods inspection at BOSCH is limited mainly to externally noticeable transport
damages and to finding the correctness of quantity and identity of the ordered products at
least with the help of delivery papers. Complaints found here will be reported immediately.
Defects, which were not found, will be informed to the SUPPLIER immediately as soon as
they are found as per the data of a proper course of business. The SUPPLIER abstains from
objecting to the delayed notification of defects to that extent.
The SUPPLIER is obliged to align his quality management system and his quality assurance
measures to this reduced goods incoming inspection.

Quality Assurance Agreement for Suppliers of Industry/ Operating equipment/Services (QSL)

5.4 Complaints, measures
If defects are found by BOSCH, the SUPPLIER will immediately conduct a fault analysis, in
which BOSCH will provide appropriate support, if required.
The SUPPLIER will receive back the products with defects in the agreed scope. He is obliged
to analyze every deviation and inform BOSCH at the earliest about the cause of the deviation,
the initiated defect remedial measures as well as about the preventive measures and their
effectiveness. The complaint should be processed as per the 8D method.
If BOSCH or its customers face the risk of production shutdowns due to delivery of products,
which do not conform to the specification, then the SUPPLIER in coordination with BOSCH
must strive for remedy through suitable immediate measures to be taken by the supplier
(substitute supplies, sorting, rework, special shifts, express transportation etc.).
The liability of the SUPPLIER due to defective delivery or due to delayed delivery remains
untouched by the above regulations.
If the SUPPLIER does not succeed in re-establishing the agreed quality level within the
agreed period, BOSCH can employ an external service provider at the cost of the SUPPLIER.

Environmental protection / health and safety, social responsibility

The SUPPLIER is obliged to adhere to all legal regulations on the environmental protection
and to keep the effects on human beings and environment to a minimum through appropriate
environmental protective organization and appropriate environmental protection by the
management. For this, the introduction and further development of an environmental
management system (EMS) as per e.g. ISO 14001 is expected. Part of any delivery contract is
the Bosch Standard N 2580 Prohibition and Declaration of Substances (Website:
www.bosch.com).
The SUPPLIER will follow along with the purchasing conditions of BOSCH the principles of the
Global Compact Initiative of the UN.
If the SUPPLIER performs work in the premises of BOSCH, then he will follow the appropriate,
valid safety and accident preventive regulations of BOSCH and consider arrangements of
BOSCH on the behavior in the company premises.

Contract duration, notice of termination

This agreement is for an unlimited period. It can be terminated in writing with a period of six
months for the year end. The effectiveness of conclusions under this quality assurance
agreement remains untouched i.e. the regulations of the quality assurance agreement
continue to be valid for such conclusions till the end of the respective period.
The termination for important reason remains untouched.
If important terms of this agreement are violated by the SUPPLIER, BOSCH, in an
extraordinary measure, can terminate the existing delivery contracts, after unsuccessful
warning, without giving notice. In this case of termination, the SUPPLIER is not entitled to any
compensation claims against BOSCH.

Quality Assurance Agreement for Suppliers of Industry/ Operating equipment/Services (QSL)

8

Final clauses

Changes and supplements for this quality assurance agreement including this paragraph
number 8 need written form.
If provisions of this quality assurance agreement become wholly or partly ineffective, the
effectiveness of the remaining provisions is not touched; in this case the contractual partners
will agree upon an effective provision, which comes closest to the economic purpose of the
ineffective provision. This applies to any potential loopholes.
This agreement is subject to German law with the exclusion of the conflict of laws and the UN
Convention on Contracts for the International Sale of Goods (CISG).
The jurisdiction for contractual disputes is Stuttgart, if all disputing parties have their registered
office in Germany. In this case, the district court Stuttgart (70190 Stuttgart) is competent for
proceedings at the district courts. In all other cases, the contractual disputes are decided
finally as per the order of the court of arbitration of the International Chamber of Commerce by
one or more arbitrators nominated as per this order. Place of arbitration is Zurich, Switzerland
unless otherwise agreed by the disputing parties. The language of the arbitration procedure is
English. The disputing parties will handle all information confidentially, which they receive as
regards the arbitration procedure as per this provision, including the existence of an arbitration
procedure. In court and/or arbitration proceedings they will reveal such information only to the
extent it is required for comprehending their rights. The chairman or the individual arbitrator
must have a nationality, which is different from that of the disputing parties. Unless otherwise
decided by the court of arbitration, the disputing partners continue to abide by the contracts
concerned with the dispute.

Place.., dated

Place.., dated

.....

Robert Bosch GmbH

SUPPLIER
Company stamp