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  • Strategic Supply Agreement

    Transféré par

    Purushothama Nanje Gowda
    46 vues12 pages
    Strategic Supply Agreement

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    Strategic Supply Agreement

    Droits d'auteur :

    © All Rights Reserved
    Téléchargez comme PDF ou lisez en ligne sur Scribd
    Signaler comme contenu inapproprié
    46 vues12 pages

    Strategic Supply Agreement

    Transféré par

    Purushothama Nanje Gowda
    Strategic Supply Agreement

    Droits d'auteur :

    © All Rights Reserved
    Téléchargez comme PDF ou lisez en ligne sur Scribd
    Signaler comme contenu inapproprié
    sur 12
    ‘anottioss2.2003 FTEV | Strategic Supply Agreement Qs006en seers’ QS008en/27.09.2011 Strategic Master Agreement for the Procurement of Series Production Material “Strategic Supply Agreement” By and between FTE automotive GmbH Andreas — Humann — Str. 2 96106 Ebern Germany hereinafter FTE and Indo-US MIM Tec Pvt. Ltd # 46 (P), KIADB Industrial Area, Hoskote Bangalore - 562114 India hereinafter Supplier the following is agreed Page 112 FTE automotive GmbH Postfach 1180” D-G61G4 Eben Teephone 08851161 Telefax 0950/01 00G0AI rghis reserved Ccieataten 0: reproduction without exprass written appiovalis prohibited FTE Vy Strategic Supply Agreement asooeen Q8006en/27.09.2011 RECITALS Products of the FTE aulomotive Group are primarily used for the automotive industry and thus have to comply with highest requirement standards (al3o eansidering the posatale cevere foes consequences rotably resulting from production stops, warranty cost product fabiliy cases and recalls), This requires corresponcinaly high qualty compettiveness as to prices and delivery relabilly regarding Suppler’s manufactured and or delvered samples, mitial samples, series production parts, production materials (including raw materials and staring matenala), 29 well oe any other services ‘elated thereto (collectively also the "Supply" or the ‘Supplies’. “The FTE automotve Group companias, in addition, n their procurement are aiming at concentiting on few, strategically important suppliers in future “To thie ond and fer an inlensiva and elose technical and logistical cseperation between FTE including the FTE ‘automotive Group companies that are hereby represented by FTE and listed below (colectively also "FTE*) and Suppie’ (ncluding those companies afflated to or associated wilh the Supplier that are included into this Strategec Supply Ag-eement pursuant to its provisions), the folowing Strategic Supply Agreement is entered ino. SCOPE ‘The teims and conditions ageeed in this Stratege Supply Agreement (hereinafter this “Agreement’) shall automaticaly be appicabie to and form an integral par of any Supply related icividual supply agreements, Purchase orders, contracts or othar individual agreements (colectvoly also an ‘Incividual Agroomont’) between Supple” ard the rescective companies of the FTE automotive Group. The following are comparies of the FTE automotive Group FTE autornative GmbH FTE automotive Slovakia sro Andreas - Humann “Stabe 2 Vinobno-logisticky areal IPEC Poin 98108 Eber. Geimary Maly Saris 486 (08001 Pracov, Slovak Repualis FTE automotive systems GmbH FTE automotive (Taicang) Co.Ltd Pascalstrate 1 No.103 Eest Shanghai Road {96106 Eber / Fischbach, Germany ‘Tatcang Econamic Davalapment Zone, Taiceng siang Su Province, 215400, Chine TE automotive Move Gmol FTE automotive Czechia &.r 2u den Katzentroopen 7 Hlubany 124 93974 Munhausen, Germany 444501 Podbotany, Czech Republic, All companies in future being affliated to FTE automotive GmbH within the meaning of § 15 AKG (German Stock Corporation Ach, for tha respective company structure refer to the FTE woosite ‘www fle de" (unless otherwise spectically agreed to FTE companies in North and South America are not ‘overad by this Agraament) Poge 212 FTE automotive Gmbl Posifach 1189 0.06104 Eboia_Tolophone 09881181.0 Telolax 09501187 9630AN igh reered Gueulater 0 reproduction wiheut expraos writen approve ic prehted Strategic Supply Agreement aes QS006en/27.09.2011 4. Purpose ‘The purpose of this Agreement shall be the delivery of the Supplies, as defined in the Recitals, to FTE. Any Supples by Supplier 10 FTE shall be conditioned upon the enteiing into Individual Agreements thal in Panicular govern the terms and concitons spectic for tne respective paits and components (@.g. price, altos ete), This Agreament snail also apply to Suppliers afiiated companies or associated companies that are renderrg Supples to FTE pursuant fo Section & hereot, Supplier shall no! be entiled to deduce any clair relating 10 the Supply of parts or components to FTE fiom the conclusion of this Agieement. Nether tis Agreement nor any incivigual Agreement iislt snail entitle Supplier fo supply cortain supply quentites to FTE orto claim for any rospactive compensation for cast or damages. 2. Pricing/Price Reduction/Discontinustion of a Series/Value Analysis, ‘The prices for the Supplies, the pricing and annual price reductions are subject to in the respective Indivisual ‘Agreement. All prices (to the extont not eeparatoly stated) shall be eubjoct to applicable statutory Valuo ‘Added Tax, ifeny. In addition tothe foregoing, the following is herewith bincingly agreed '2) Throughout the term of tho dolveris, Supplier's prices shall shay be compeitive, Thus, FTE shall be granted the opportunity o review the agreed prices by way of benchmarking astivties on a reqular basis. if occurs that hese prices, subject to technical comparablity, are above the marke! price. Supplier shal be aforded the opportunity to reduce the prices correspondingly If his target is not achieved within one ‘month, FTE shail be onttied to tormination purevant to Sectan 14 9), 1) All inital sample parts, and including the documentation to be delivered with them according to FTE LOO? “inital Sermpiing of Purchased Pars, shall De tree of charge for FTE. ©) If during the term of an Individual Agreement, price reductions occur at Suppliers or at ts suppters o°if the prices of Supplers starting materials reduce, then such price reductions shall be fully passed on to FTE ©) Supplier herewith undertakes to supply spare patts to FTE upon expiry of FTEs series production material Fequiement for additonal thie years af the most veeenl price applicable to series production parts theteatter for addtional 12 yaare, based on a reasonable pricing thal will be nagotsted (base of the ‘cing to be negotiated: FTE customers pricing for eeries replacement parts). ©) Upon the respective start of production (SOP), however, no later than slatting one year ftom the Conclusion of any indidual Agreement, FTE shall in regular and reasonable intervals, be entitled to aqui a joint team, consicting of employees of FTE, Supplior and te suppliers, to porform cn-sito value analyses aiming al further reductions of cost 4) To the extort that any parts subjoct to an Individual Agiooment are used by FTE for otter FTE projects, Cor quantibes forecasted in any Individual Agreement increase by more than 10 %, the prices aoresd in the Individual Agreement shall Be adequately reduced. Page ania FTE automotive GmbH Posifach 11600-96104 Fem Telephone 09501/61-0 - Telefax 0859101 3OS0Al rights reserved, (Grecian or repecuctan without exiess wien anproval 8 pron tes FTE Vy Strategic Supply Agreement aseosen ere QS006en/27.09.2041 3. Delivery Note/Paymentilnveice ControliSetoffiFurther Documentation ‘Supplier shall attach to any deivery a delivery nete complying withthe prousions of Section 4 of FTE TLO28 "Slate of packing snd delivery of purchased parts", such delivery note also to include a reference to the ccorently valid revision of the drawing undertying the respective delivery “The payment shall be mado 45 days after acceptance cf the dalivery and receipt ofthe invcice In a proper form, vorfiable and in compliance with al statutory and tax provieions mot. In addition, invoices chall bosr the FTE purchase order number, FTE part number, Supplies delivery note number, supplier number as well as the contractually agreed price for 100 pieces. Any and all payments by FTE shall be deemed mase subeect to reservation of the right to invoice review 3s 10 factual and calculated accuracy, as well as subject to the roservation of rights resulting from defoctive Suppiss, oven if such reservation is not oxpressly noted in tha course of FTE's payment. Supplier shall be responsible for any and all consequences resulting fom non Compliance wits ths obigation FTE shall be enliled {0 retain payment due to contractually non-conferming Supplies. FTE shall also be entitled (0 Set off Supplier's claims against own claims and claims of FTE automotive Group companies, Supplier undortakos tonards FTE to adhore to all applicable national, auropean and US oxpert contro! Fequlations, including all European and US Ametioan sanction lists and embarges agamst persons (olestively he Export Control Regulations °) Supplier undertakes towatcs FTE to provide infouaton of is foun 2ce010, stating he actual expen list rumber (AL. numaar) or expon canta ciassifeation number (ECCN rhumber} in case supplies or thai components are included on the export list, n Appendices | ang V ar the GCL. Suodlier shall promptly notfy FTE in wring of all circumstances or suspicions becoming kiown to Supplier before of after entering into an agreement with FTE, which give teason lo assume a possible or Belual infringement of Exeon Contra) Regulations, Without imving any other remedies FTE may have, in any ‘event in which such crournstances er suspicions exist, any delay In acceptance by FTE shel be excluded for 2 reasonable period of ime, in order to give FTE the opportunity for verication ‘Suppiier shall procure any and all documents required pursuent to customs end other statutory regulations {and submit them promptly upon request. in particular documents relating tothe refund of customs dutes ang Boot of origi, this respect Supplier shall evidence the origin of te Supplies by providing FTE with respective ceftiicate documents, and in pareular wiih the folowing: Long-term supplier's deciaration pursuant to the EC ragulation No, 1207/2001 (as amended from time to tims), coriicates of origin, cortiicate ‘of origin Form A, EUR 1, EUR-Med, commercial invoice with an endorsement of origin / preference. 4. Supply Conditions!Dolivery Froquency Deliveries shall be made delivered at place of destination (DAP pursuant to most recent INCOTERMS), Inataing packaging. Whout exceptions, place of perfcrmanca shail be the procuring FTE factory Pursuant fo the respective provisions of any Individual Agreement, deliveries to FTE shall be made either in accordance with delivery plans, in accordance wih specal delivery Trequencies ot in accordance with Incividual ralease orders IF Supplier has to deliver according to delivery plans, the following shall apply: FTE, usually two times a week, wil send roling delivery plans te Supplier, ether in writing, via facsimile, emai or EDL The demand Volumes stated therein wil ustally extend 10 a period af 3-6 monihs, These demand volumes are alocaled for a chort torm period (usually 2-8 months) 19 exact calendar days, Supplier shall meet these day related Page 42 FTE actomotive Gmbli Pontfach 1160 D.96101 Eker Telephone OOSS1/8] © Telefax 005976) SS20AI rights roomed ~~ ‘Gculaton reproduction without exprese witon approvals peohited FTE Vy ] Strategic Supply Agreement — QS006en/27.09.2011 Qs006en deadlines as the dates whan the delivery is to be received by FTE, The delivery of the demand volumes, hhowover, shall only be made according to the rospective and most recont dalivory plan. Delivry plans shal become binding for the Supplier letest if Supclier does not contradict within two business days from theie receipt. The quantities shown in the master delivary plan as “Release for Production” shal be deemed fimly ordered. The delivery, Nowever, shall be onentated accorcing to the most recent deivery plan. The quantties shown in the master delivery plan as ‘Material Release’ shall enttle to material scheduling, however, not te respective production. Demand volumes beyond that petiod are estimate quantiles only sesving information purposes, |i Supper has to deliver according to special delivery frequency. such delivery frequency shall be sepatetely agreed in the Indivicual Agieement. wit regard to delivery dates and quantities, Additionaly, innovative logistic concepts may bo agraod to in the Individual Agrooment (e.g. Justin-Time elveries, Kenben, consignment stock) FTE, nonever, upon reasonapie notification of 4 weaks in advance, shall be entited to change to other Golvery concepts regarding Individual Agreements (e.g. change fom dalivery plans to indhdual release orcers or consignment stock) 5, Deadlines / Force Majoure ‘The dolvery dates for samples, frst samplos and serial parts pursuant to Section 4 or pursuant to the provisions of the Incivicual Agreements shall be binding deadlines. Supplier covenants compliance with these deadlines Circumstances of force majeure, however, ehall exempt Supplier from Supplier's duly to perform fer the duration of tho interruption and within the scope oftheir effcots, but at maximum for a period cf 4 weeks. This ‘exemption shall nct be applicable in cases where Supple, on the lime of the force majeure occurring, had been already in delay or i Suppler had rot notified FTE promptly on the occurence of such an event Supplier nowever, covenants the introduction and maintenance of an emergency strategy for Supplier's production sites and plants in order to ensure contractual dalvenias to FTE, 6. Eneurance of Demand / Capacities FTE, in the scope of concentrating on few ard strategically important suppliers, selected Supplier in this asler Contract I and 10 the extent the parties ente’ ino an Individual Agreement, FTE intends to ‘ake ‘Supplier teasonably Into consideration in procuring the Supplies contractually agreed therein, provided ‘Supplior’s competiivenass as regards quality, price and dolvery reliabilty, In return, Supplier nerevuth undertakes () upon respective requests for quotation fa submit offers 1o FTE trat ate competive in regard to prices and design anc (i) to cover the entire need of FTE for the contractual products under Individual Agreements. The latter shall also apply in the case cf @ termination of an Individual Agreement iiresoactive for which cause, for a period of minmum {2 months from the expitatin of the Contract ana on the most recent applicable terms and condtions. Ifthe Individual Agreement refers to any estimated capacities o¢ planned quantities or it such estimated capacies or planned quaniies are separately indicated to Supple, Supplier undertakes to be capable of ‘supplying to FTE, during the oaligation to supply pars being affectve, the previously stated capacties / planned quantities plus an addition reserve of 20 %. Supplier shall not be entitled to require FTE to purchase

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