Quality and Environmental Agreement

Quality and between Maschinenfabrik Bernard KRONE GmbH & Co. KG Heinrich Krone-Strasse 10 48480 Spelle Company XY Any Street Any Town hereinafter referred to as the supplier, jointly referred to as the parties. Page 1 / 10

0. Contents 1. Preamble... 3 2. Scope... 3 3. Quality and environmental agreements... 3 3.1. Supplier s quality management system... 3 3.2. Environmental management... 3 3.3. Audits on suppliers carried out by KRONE... 4 3.3.1. System and process audit... 4 3.4. Requirements concerning products and modifications affecting quality... 4 3.5. Product sampling... 5 3.5.1. Initial samples... 5 3.5.2. Other samples... 5 3.5.3. Test certificates for samples... 5 3.6. Complaints about quality... 5 3.7. Quality documentation... 6 3.8. Issues affecting quality in KRONE contract development... 7 3.8.1. Feasibility study... 7 3.8.2. FMEA (product) / FMEA (process)... 7 3.8.3. Definition and treatment of quality-related characteristics / Planning of test process... 7 3.8.4. Test plan... 7 3.8.5. Planning, acceptance and performance of test equipment and suitability of test process... 8 3.8.6. Parts history, marking of parts in the development process... 8 3.8.7. Measurement protocols for pre-series production parts... 8 3.8.8. Manufacturing process inspection... 8 4. Emergency plans... 8 5. Supplier management and evaluation... 9 6. Loan of production tools and products... 9 7. Inspection of incoming goods... 9 8. Warranty and liability for serial defects... 9 8.1. Warranty... 9 8.2. Liability and compensation for serial defects... 10 9. Confidentiality... 10 Page 2 / 10

1. Preamble KRONE sets the highest possible standards for its products in terms of quality and environmentally friendly manufacture. This is the only way that KRONE can meet the expectations of its customers for outstanding quality in the goods that they purchase. As the abovementioned objectives of impeccable quality and environmentally friendly manufacture are also influenced in no small measure by the parts sourced from our suppliers, both KRONE and its suppliers are agreed that the supplier also has an obligation to KRONE to adhere to the appropriate quality and manufacturing standards. For KRONE, the quality and reliability of its suppliers products is a decisive factor in the awarding of contracts. The high quality and reliability of technical products can only be achieved when the contracting partners share a common goal, when the quality management system is applied consistently and effectively, and when a continuous process of improvement is in place. This Quality and contains the rules for KRONE s suppliers to facilitate and optimise this spirit of cooperation and to realise the aspiration of Zero-Defect Quality (ZDQ). Essential elements in the pursuit of ZDQ are rigorous advanced quality planning; the implementation of all necessary measures in the manufacturing process; the effective monitoring of series production; the training and requalification of staff; ongoing optimisation by means of a Continuous Improvement Process (CIP). The focus of these measures has to be the rigorous prevention of defects. This means that all structures and processes in the quality management of the supplier are to be designed in such a way that deviations from specification are systematically avoided or where they occur are immediately identified as such. 2. Scope and applicability This Quality and applies to the entire scope of the supplier s deliveries and supplements all other contracts between the parties. The terms of this agreement take precedence over the KRONE Groups general terms and conditions of purchase. Even if individual provisions of this agreement should be shown to have no legal force, the remaining provisions shall still be considered binding. 3. Quality and environmental agreements 3.1. Supplier s quality management system To ensure the quality of products supplied to KRONE, the supplier undertakes to use and regularly update a quality management system certified to DIN EN ISO 9001 by an accredited certification company and to maintain that accreditation or at least to permanently introduce one by an agreed date and provide evidence of such. Furthermore, companies supplying goods to KRONE can be awarded approved status if: or the supplier can demonstrate (e.g. through an audit) compliance with the requirements of the authorising departments (Purchasing, Technical Development, Logistics, Quality Management etc) in the case of suppliers who conduct only a small amount of business with KRONE, the performance of the supplier in its existing relationship receives a positive grading under Supplier Evaluation (see Section 5). The supplier must develop the QM system of its subcontracted suppliers to ensure that they fulfil the supplier s requirements in accordance with DIN EN ISO 9001. If the supplier obtains upstream supplies (materials, software, services, manufacturing and/or testing equipment etc) for quality assurance and/or for the manufacture of the contracted items, the supplier is to either ensure the quality of such upstream supplies himself and/or contractually bind the subcontractor to the supplier s own quality management system. 3.2. Environmental management As a minimum requirement, the statutory regulations and thresholds must be complied with for all processes and services rendered. KRONE recommends the establishment of an environmental management system to DIN EN ISO 14001 standard. Companies delivering surface technology (galvanising and paint shops) are required to be certified in accordance with DIN EN ISO 14001 and/or validated by EMAS. The supplier must be able to prove that all relevant environmental regulations have been researched and duly Page 3 / 10

noted, that he is aware of their implications for his organisation, and that these environmental regulations are consistently adhered to. 3.3. Audits on suppliers carried out by KRONE In order to assess the quality management system of the supplier and the manufacturing processes for the contracted items, KRONE is entitled to carry out audits at its own expense. Within the framework of deliveries, the supplier must, where necessary, also facilitate the auditing of his subcontractors. KRONE reserves the right to visit these subcontractors to the extent that this is required to verify the existence and effectiveness of their quality management system, and to evaluate the manufacturing processes of the subcontractor. During audits and checks, KRONE is entitled to inspect all relevant documents and records belonging to the supplier. For these audits, the supplier will provide KRONE with all necessary documentation and will supply KRONE with all the information it requests. In principle, KRONE will give advanced notice of visits by its representatives but also reserves the right to make visits at very short notice (i.e. a few hours) in the event of unexpected faults and incidents. The supplier undertakes to implement within the permitted timeframe any measures that have been identified and agreed in the course of a system/process audit. 3.3.1. System and process audit KRONE is entitled to assess the quality management system of the supplier using a QM system audit in accordance with DIN EN ISO 9001. The supplier shall grant KRONE s representatives access to its premises and facilities if this is required for the verification of the existence and effectiveness of the supplier s quality management system and operational equipment. The supplier shall also allow KRONE to conduct process audits at his premises. To this end, KRONE is to be given access to all relevant manufacturing sites and facilities belonging to the supplier. Process audits will be carried out in accordance with the quality standard of the German automotive industry (VDA 6, Part 3). 3.4. Product requirements and notice of modifications to quality KRONE shall inform the supplier in writing and in good time of any changes to the specifications for contracted items. The supplier for his part is obliged to inform KRONE of any planned modifications to the product and/or process, e.g. with regard to materials, manufacturing processes, manufacturing sites, components, testing procedures etc, if these have the effect of reducing the quality of the presumed (expected) and/or guaranteed properties of the product itself and/or of other products within compound components used at KRONE which might have implications for: safety, functionality, service life, capacity, assembly or manufacturing, servicing, repair, reaction to environmental conditions, performance in operating conditions. It is the supplier s responsibility to use appropriate measures to research these implications before the introduction of any planned changes. This information has to be provided in as timely and complete a fashion as possible in order for KRONE to assess its significance and register objections before the relevant change in the contracted items has been implemented. All such modifications require KRONE s written consent. Furthermore, the supplier is to agree an adequate lead time with KRONE to allow all necessary measures relating to any planned changes to be carried out (trial assembly, product sampling, suitability and performance tests, validations etc). The necessary samples are to be made available to KRONE by the supplier free of charge and without prompting. Other rules governing such samples can be found in Section 3.5. As a general rule, the first three deliveries of modified parts are to have the changes clearly marked. The date of introduction and the nature of identification marks are to be notified and agreed well in advance. Detailed information on this matter can be found in the KRONE logistics guidelines Page 4 / 10

3.5. Product sampling KRONE defines the scope of any required product sampling. The supplier is to confirm all agreed specifications in an initial sample testing report in accordance with VDA Volume 2 (Quality Assurance of Supplies). Samples are to be differentiated as either initial or other. In the event that KRONE does not have absolute authority over the design/construction process, the supplier still bears unlimited responsibility for the fitness for purpose of products delivered to KRONE, even after fulfilling the specifications defined within the context of the initial sample. 3.5.1. Initial samples Initial samples are products and materials that have been manufactured entirely with equipment and under conditions that are standard for series production. The following points are to be adhered to: Initial samples are to be supplied consistent with agreed technical documentation. If it is not possible to adhere to the agreed technical specification, samples may be delivered only if the initial sample test report is accompanied by a written permit from KRONE agreeing to the variations. Costs incurred by additional sample cycles following on from circumstances for which the supplier is responsible are to be borne by the supplier. The initial sample order is to be delivered in its entirety, with the specified number of items. Packaging and delivery documents are to be clearly marked ERSTMUSTER (INITIAL SAMPLE) and addressed to the correct recipient at KRONE. Detailed information on this matter can be found in the KRONE logistics guidelines. 3.5.2. Other samples Other samples are products and materials that have not been entirely manufactured under standard series production conditions (e.g. prototype parts). These samples also require an agreed test and measurement report. The scope of the measurements and the report is to be agreed by the supplier and KRONE. Packaging and delivery documents are to be clearly marked MUSTER (SAMPLE) and addressed to the correct recipient at KRONE. Detailed information on this matter can be found in the KRONE logistics guidelines. 3.5.3. Test certificates for samples The initial sample delivery is to be accompanied by the fully completed cover sheet of the initial sample test report and any other required documentation, proof of performance etc. The nature and extent of the test certificates the supplier is required to enclose with samples is to be determined by KRONE on a case-bycase basis in agreement with the supplier. Sample deliveries sent with incomplete test reports or without test certificates and documentation are deemed not to have taken place. They will be returned at the supplier s expense and give KRONE the right to make deductions from the invoice or to withhold payment altogether. 3.6. Complaints about quality In the event of notification by KRONE of a defect or of the supplier himself identifying a defect in a contracted item already delivered to KRONE, the supplier shall contact KRONE within one working day. In all cases of complaint, the supplier shall take all necessary emergency measures and, in order to avoid complaints in the long term, propose, agree and implement further corrective measures such as the improvement of manufacturing processes, materials, parts, testing procedures, testing equipment etc. In an 8D problem solving process required by KRONE, the supplier shall, within one working day of the complaint, supply KRONE with the following information using an 8D report: the emergency measures put into place to ensure problem-free follow-on deliveries and maximum limitation of loss/damage, the point of contact and the team responsible for solving the problem, a preliminary description of the problem from the supplier s perspective an agreement with KRONE of an interim schedule for providing a sustainable solution to the problem, taking into account all known factors at that point in time; if this agreement is not reached, the supplier undertakes to submit a full 8D report within a timeframe of one further working day Depending on the situation and on what is practicable in terms of analysis and coordination, the supplier undertakes to send a complete 8D report as soon as possible after notification. Page 5 / 10

Additional costs incurred by KRONE in the context of processing the complaint shall be borne by the supplier. If the supplier can prove that he is not the party responsible for the problem, the disputed delivery will be disregarded in the evaluation of the supplier (see Section 5) and additional costs will not be charged to his account. All necessary immediate measures to limit loss or damage shall be undertaken by the supplier and/or on his behalf without delay. Such work may be undertaken by external service providers that have been approved by KRONE after consultation between the parties. Ensuing costs are to be borne by the supplier. In urgent cases (by agreement between the parties) or if the supplier is in default in the fulfilment of his obligations under warranty, KRONE has the right to have any defect remedied by a third party or to obtain a replacement at the expense of the supplier. Further corrective measures will be developed and implemented by the supplier in order to avoid any future recurrence of the defect. KRONE reserves the right to inspect all such measures and reworked items. KRONE is entitled to require the following additional emergency measures: 100% inspection of the contracted items under dispute for conformity with agreed specifications by the supplier at the supplier s premises; forwarding of evidence (e.g. inspection records, analysis reports etc.) concerning adherence to required specifications; 100% testing by the supplier of stock held in storage or on the production line at KRONE; reworking and/or exchange of stock held by KRONE, either centrally or at its external storage locations. If the efficacy of the defined measures to resolve the causes of complaints proves to be inadequate and/or further quality problems should occur, KRONE will provide support to the supplier in the form of a quality review. The focus of this review will be measures so far initiated by the supplier and proposals for further improvements. Agreement will also be sought on measures for dealing with any future complaints. The measures agreed will be documented in the form of a phased action plan. To provide further support, KRONE may verify these measures in the context of audits. The supplier remains responsible even when the contracted items are general merchandise. If the agreed measures to ensure product quality are not adhered to in scope, schedule and sustainability, the supplier will be informed about having missed the target and be classified as C supplier (see Section 5). KRONE reserves the right to work with the supplier to institute an additional inspection process of the critical aspects. Extra costs arising from such measures are to be borne by the supplier. Parts that have been the subject of complaint may only be delivered to KRONE with the explicit written permission of KRONE. When applying for permission, the supplier is to state unambiguously the nature of the defect and mark all such deliveries accordingly. Detailed information on this matter can be found in the KRONE logistics guidelines 3.7. Quality documentation During series production, the supplier undertakes to check and record on a continual basis compliance with specified parameters that govern the product s characteristics with respect to its safety, functionality and assembly as well as characteristics that affect statutory parameters (socalled special characteristics ). Deliverables with such characteristics must be clearly marked with supplier and manufacturing batch to ensure the traceability of faulty supplies. The nature of such markings is to be agreed with KRONE. Following production start-up, the warning and intervention limits of any process control charts are to be regularly reset using current statistical data (mean value, standard deviation etc) and are to be adapted to take into account any qualitative change in the process. If results are returned outside the warning thresholds, appropriate measures are to be implemented. The supplier is to keep all proofs of quality management, in particular documentation relating to initial samples, evidence of staff qualification/requalification as well as relevant samples for a minimum of ten years and for at least three years after spare parts are no longer available. The supplier shall on request permit KRONE to make a full inspection of his documentation. Should subsequent examination of reference samples provided by the supplier (e.g. initial samples) be necessary, the partners will decide on the nature of Page 6 / 10

such inspections according to the circumstances, i.e. jointly or separately, at the supplier s own premises, at KRONE or at an external laboratory. The supplier will also assist KRONE in evaluating documentation and samples. Such documentation will be made available to KRONE either in the original or as a copy within two working days maximum. This applies especially in the case of product features for which evidence of statistical performance is required and/or was assured ( special characteristics ). 3.8. Issues affecting quality in KRONE contract development In the context of product development commissioned by KRONE, the supplier must include the following quality-related activities: feasibility study FMEA (product) / FMEA (process) manufacture of sample/prototype parts tests and trials for functionality and performance (fitness for purpose) determination of special product and process characteristics planning of processes for series production planning of test processes and procurement / manufacture of testing, measurement, welding and assembly equipment creation of tools lifecycle of parts, marking of parts in the development process start-up of series production logistics planning management of subcontractors production process approval initial sampling As circumstances dictate, the parties may decide that a project schedule should be agreed and that the progress of the project should be documented in the form of a progress report. 3.8.1. Manufacturability study The supplier must append a manufacturability study to his bid, confirming that the product to be supplied can be reliably (within drawing tolerance) manufactured, packaged and delivered in the required quality and quantity and in accordance with the technical specifications and other agreements. 3.8.2. FMEA (product) / FMEA (process) As part of any development commissioned by KRONE, the supplier is to undertake a product and process FMEA (Failure Mode and Effects Analysis), the findings of which are to be acted upon before commencement of series production. After series production has commenced, the supplier is to draw up a master FMEA. Where field complaints, production problems, QA reports, process errors etc occur, these will be recorded together with implications, problem points and appropriate corrective measures. The supplier must permit KRONE to inspect the FMEAs and also on request facilitate participation in FMEA discussions. 3.8.3. Definition and treatment of quality-related characteristics / Planning of test processes Using the technical specifications as specified by KRONE and applying his own development results and risk analyses, the supplier is to identify all quality-related characteristics of the product and processes and agree these with KRONE ( special characteristics ). In doing so, the supplier must especially take into account characteristics with limited tolerances (e.g. geometric), critical specifications relating to safety, functionality or assembly and characteristics with implications for statutory parameters. All measures necessary to ensure these quality-related characteristics are maintained (e.g. test processes) must be planned by the supplier and documented in the QM/control plan. 3.8.4. Test plan The supplier must produce a QM/control plan. At the very minimum, it must contain: general information (e.g. description, drawing number, revision status, author, date) process description special product and process characteristics Page 7 / 10

specification (default values, tolerances) test equipment, test methods frequency and extent of inspection method of logging responsibilities procedure when faults are detected KRONE reserves the right to determine/check both the proper definition of quality-related characteristics and the test plan. 3.8.5. Planning, acceptance and performance of test equipment and suitability of test processes In setting up test procedures and equipment, the supplier must ensure that all quality-related characteristics of the product and of the manufacturing processes can be checked so that compliance with the specifications is effectively monitored. The test equipment must already be in place with the start of the pilot run (number of parts >3). The relevance of the test and measurement equipment to the product and process characteristics to be monitored must be documented in the QM plan. 3.8.6. Parts history, marking of parts in the development process With the commencement of parts delivery for prototypes and the pilot production run, a parts history must be kept which includes the following particulars: changes in production conditions changes in materials changes in geometry functional changes changes in software/hardware establishment of a new quality status for each modification date of first delivery affected by changed status Each time the parts history is updated, it must be sent to the quality assurance office at the relevant KRONE factory approving the part. It must also be sent with the first batch of parts. At the prototype and pre-series production stage, each parts delivery must be accompanied by parts history documentation. All parts to be delivered during the prototype and pre-series production stage are to be marked as such. The form of marking is to be agreed with KRONE QM. Once series production has been approved (initial sampling with grade 1), the special marking may be dispensed with unless KRONE has decreed otherwise. From this point on, marking of the parts will be in accordance with drawing specifications. 3.8.7. Measurement protocols for pre-series production parts The supplier must measure the parts in situ but not under stress. The measurement should preferably be made on a 3D coordinate measuring machine. The location and number of measuring points must be agreed with the relevant KRONE QM. 3.8.8. Manufacturing process inspection Before any start-up of series production, the supplier is to demonstrate process stability (i.e. process under control) for the special characteristics as defined within the FMEA or specified by KRONE. Quality assurance is to be carried out for the special characteristics until there is 100% evidence of process stability. 4. Emergency plans In order to minimise the consequences of unforeseen events (e.g. broken tools, machine failure, software loss), emergency measures need to be in place for all stages of the process that impact on quality and delivery no later than the start-up of production in volumes agreed by the parties. These emergency plans must be updated at regular intervals and be presented to KRONE on request. Page 8 / 10

5. Supplier management and evaluation Quality and The supplier and KRONE will confer on a regular basis concerning adherence to agreements. To further optimise cooperation between the supplier and KRONE and to enhance transparency, KRONE employs a system for the evaluation of suppliers. Performance and capacity of suppliers to the entire KRONE Group is systematically monitored, evaluated and developed to provide the basis for strategic decision making. The evaluation criteria used to form a composite view of our suppliers are: quality of product; adherence to delivery schedules and quantities; costs; innovation and cooperation. To provide development support to the supplier, KRONE will inform him at regular intervals about his current evaluation status. Any shortcomings that have been identified will form the basis of a scheduled action plan for improvement. If the evaluation report indicates that the minimum requirements of KRONE have not been satisfied, KRONE will no longer consider the supplier for future contracts (C supplier). He will be informed of this decision in writing. KRONE aims to work exclusively with suppliers who are able to meet the required standards on a consistent basis. 6. Loan of production tools and products The supplier is to take all due care with KRONE property issued on loan. Loaned production tools and products must be labelled and stored separately. If property belonging to KRONE is damaged or rendered unusable, the supplier is to inform KRONE accordingly and keep a record of the damage and proceedings. 7. Inspection of incoming goods Consistent with an effective quality management system, the optimisation of processes as well as the desired quality standard for suppliers, the inspection procedure on incoming goods at KRONE has been designed to dispense with double checks. Upon receipt of goods, KRONE will inspect the items solely for quantity and product type as well as for signs of damage incurred in transport (visible from the packaging) or for any superficially apparent faults in the goods themselves. The period in which a complaint concerning any such deficiencies may be made shall be seven working days from receipt of goods. If deficiencies were not detected during the course of the above checks or were hidden, the complaint will be deemed to be timely if made within seven working days from discovery. 8. Warranty and liability for serial defects The supplier guarantees that he will abide by the technical specifications that apply at the time of delivery, as well as those that may generally be expected, and that the goods supplied will conform to his original bid and the order/contract placed by KRONE. When delivering or fulfilling orders on the basis of models or samples, he guarantees to adhere to the characteristics, specifications and properties of the model or sample. The contracted items are to be manufactured and tested by the supplier in accordance with the parameters of the quality management system and consistent with the current state of the art. 8.1. Warranty To the extent that responsibility for design and construction does not lie with KRONE or that KRONE has not expressly instructed otherwise, the supplier guarantees to deliver products that comply with all statutory provisions, special regulations and standards that apply in member countries of the European Union and in no way infringe the rights of third parties. This also applies to goods of foreign origin. To the extent that KRONE sells the products ordered with the supplier outside the member countries of the European Union and the supplier has been made aware of this fact, the supplier guarantees that his products comply with the statutory provisions, special regulations and standards that apply in the country of destination and in no way infringe the rights of third parties. The supplier indemnifies KRONE to the full extent for any loss or damage arising from non-compliance with such provisions. The provisions of this clause shall in no way limit KRONE s statutory rights under warranty. On a case-bycase basis, KRONE may require that the supplier chooses to either remedy the defect or deliver a new part. In making a decision between these two options, KRONE will seek a consensual solution with the supplier. If KRONE is entitled to cancel the order, this may take place on the basis of a faulty part in the batch or indeed the whole batch. The supplier gives a 24-month guarantee to KRONE commencing on the date of delivery to a KRONE customer, either for the individual item as supplied or in a processed state. However, this guarantee expires Page 9 / 10

at the latest 36 months after the supplier has delivered the part to KRONE. Not affected by this provision are products with a defined shelf life, for which separate arrangements will be made on a case-by-case basis. 8.2. Liability and compensation for serial defects The content and scope of any necessary measures to prevent damage in the context of liability and compensation for serial defects will be agreed with the supplier as and when they occur. The supplier must have appropriate insurance to cover such services, as well as follow-up costs and costs incurred because of subcontractors. Confidentiality The supplier undertakes to treat any information or documents received from KRONE with the same level of confidentiality that he would apply to his own information or documents and not to disclose such information or documents to third parties or use them for commercial purposes without prior agreement. If any information and/or documents are forwarded by KRONE to the supplier, he is to take all necessary precautions to safeguard confidentiality. Disclosure to third parties requires the written consent of KRONE. These provisions continue to apply even after this agreement has been terminated. Place, date Head of Purchasing Head of Quality Management Place, date Signed: Signed: Page 10 / 10