Quality Management Agreement (QMV)
between
Supplier/Company
(Department, BSH Supplier Number, etc., if applicable)
Address
Postal Code, City, Country
(hereafter referred to as Supplier)
and
BSH Bosch und Siemens Hausgeräte GmbH
Carl-Wery-Str. 34
81739 Munich, Germany
(hereafter referred to as BSH)
1
Objectives
The supplier should be committed to the “zero defect” objective, just like BSH is committed to
delivering products with zero defects to its customers.
This Quality Management Agreement (QMV) serves to define between BSH and the Supplier the
technical and organizational framework for achieving the “zero defect” objective through continuous
improvement measures.
2
2.1
General terms and conditions
Scope
The parties will enter into a QMV in accordance with the terms and conditions below. Covered by this
contract will be all domestic and foreign companies related to BSH or the supplier as per §§ 15 ff.
AktG (Germany Companies Act) in such a manner that group companies can act as ordering parties
and enjoy the corresponding rights and obligations in accordance with the terms and conditions laid
out below.
This Agreement applies to all products which the Supplier delivers over the course of this Agreement
in response to orders he has received from BSH and accepted.
When this Agreement is entered into by subsidiaries abroad, any legal regulations that go beyond this
Agreement will remain unaffected.
2.2 Supplier’s responsibility for the quality of his products
The supplier is responsible for delivering defect-free products in accordance with the documented
technical specifications. As part of his contract review, the Supplier will check all technical documents
(specifications, drawings, parts lists, CAD data, material specifications, product delivery guidelines,
terms of delivery, applicable directives, procedural guidelines, etc. of BSH) for completeness, clarity,
obvious errors and implementability immediately after receiving them. The Supplier will notify BSH
and, if applicable, his own suppliers immediately in writing of any faults and risks as well as
improvement possibilities discovered during this process.
The Supplier is responsible for making sure that the deliveries of products, assemblies, materials and
services meet the current requirements of the technical specifications listed in the purchase order.
All products and materials must meet the respectively applicable legal and regulatory guidelines.
If the Supplier places orders with sub-suppliers, he is obligated to implement the requirements of this
QMV with them as well.
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The Supplier’s quality strategy must focus on the continuous improvement of his processes and
services. The objectives include “zero defects”, 100-percent delivery reliability, and cost optimization.
If the “zero defect” objective cannot be attained in the short term, the Supplier will take measures to
enforce its achievement and notify BSH of these measures (e.g., task forces, continuous statistical
reporting, etc.). BSH has the right to demand that the Supplier expand related activities. In addition,
BSH can specify temporary upper limits for defect rates as intermediate targets (for example ppm
agreements). Falling below the maximum threshold does not absolve the Supplier from his obligation
to process all claims and to make continuing improvements.
2.3
Supplier’s quality management system
The Supplier will maintain an adequate, efficient and reliable quality management system that is stateof-the-art (e.g., DIN EN ISO 9001, ISO/TS16949, QS 9000, VDA 6.1 or comparable management
systems); he will manufacture and inspect his products in accordance with the rules and regulations of
this QM system.
Should it become apparent that the quality management system does not meet the specified
requirements and that quality and competitiveness will be compromised as a result, the Supplier
promises to improve the system accordingly.
2.4
Audits
The Supplies will permit BSH to make sure that all of BSH’s requirements are being met. Depending
on the conditions, this can be done in the form of a quality or technical meeting as well as in the form
of a system, process or product audit. Any such actions will be announced in a timely manner.
The Supplier will give BSH access to all plants, inspection and testing facilities, warehouses and
adjacent areas. BSH will be given access to the Supplier’s processes, documents and records to the
extent they are related to the QM system and/or the quality of the products to be delivered.
BSH will inform the Supplier of the results of such audits. If BSH believes that corrective action is
required, the Supplier promises to create an immediate plan of action, implement it in a timely manner,
and notify BSH accordingly.
The execution of such audits does not affect the Supplier’s responsibility for the product in any way.
2.5
Information and documentation
If it becomes evident that agreements regarding items such as quality characteristics, deadlines,
delivery quantities, etc. cannot be adhered to, the Supplier must notify BSH (i.e. the quality
departments of the receiving BSH plants) without delay and determine any further steps. This also
applies to any variances detected after the delivery. In the interest of a quick resolution, the Supplier
will reveal all necessary data and facts.
Any technical modifications require the approval of BSH. This applies in particular to the following:

Any change of a product (e.g., outsourced parts, materials, etc.) relevant to functionality,
processability or safety

Change of a sub-supplier

Changes of test/inspection procedures and/or equipment

Relocations of production sites

Other changes which may affect the product quality
The Supplier promises to notify BSH of planned changes in writing and in a manner that is timely
enough for BSH to check whether such changes can have a detrimental effect.
The Supplier promises to document any changes regarding the product or the process chain and to
conduct the quality certifications required by BSH (e.g., PPAP, sample part inspection reports, etc.).
The corresponding documents and certifications must be provided to BSH upon request.
The obligation to retain the documents extends for ten years after the products’ placement in
circulation unless longer retention periods are required by law. Upon request, the Supplier will give
BSH access to his records.
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3
Product-related qualification process
3.1
Development and planning
The Supplier promises to conduct project management already in the planning phase of products,
processes and other cross-departmental tasks in the form of QM schedules and to grant BSH access
to these upon request.
During the development phase, the Supplier will apply appropriate preventative quality planning
methods (e.g., feasibility studies, reliability checks, FMEA, etc.) that take into account experiences
from similar processes (e.g., process sequences, process data, capability studies, etc.). The elements
required for quality planning can be defined jointly in a separate agreement.
Features requiring special archiving will be defined by BSH and the Supplier.
Prototypes and pre-production items should be manufactured under series production conditions. If
variances occur (for example, with regard to purchased parts, materials or processes), the Supplier
will coordinate the production and inspection conditions jointly with BSH and its sub-suppliers and
document them accordingly.
3.2
Initial sample inspection
The initial sample inspection will be performed in accordance with BSH specifications. It is required
prior to the start of volume production whenever:

a new part has been ordered

a technical change has been made

the production location has changed

no volume production was performed during the last two years (with the exception of spare
parts)
The initial samples must be produced completely under series production conditions. Any variances of
the production process from the planned serial production conditions must be documented and
approved in advance by BSH.
After presentation of the initial samples, BSH is entitled to conduct tests at its discretion. BSH will
determine whether or not to give its approval based on its own results and those presented by the
Supplier. The approval of the initial samples by BSH does not absolve the Supplier from the
responsibility for the quality of his products. The approval is of a purely technical nature and does not
represent a purchase or supply order.
The Supplier will deliver the initial samples along with the required documents (sample inspection
report plus other applicable documents).
3.3
Process planning and proof of performance
The Supplier will conduct proper process planning (work schedules, inspection schedules, resources,
equipment, machines, etc.) for all characteristics. For function- or process-critical characteristics which
have been coordinated with BSH, a process capability analysis must be performed. To determine the
process capability, the Supplier must take into account the requirements regarding the accuracy of
measuring tools as well as statistical basics (such as adapting the distribution model to the actual
sample).
Starting with the series production, a Cpk index of  1.33 must be achieved and maintained. (A
corresponding document which explains how these values are determined can be downloaded from
the BSH homepage.)
Until the required process reliability has been achieved, the production process must be assured with
a 100-percent inspection process, and these inspections must be documented.
3.4
Series production, product markings and traceability
The Suppliers must take regular production samples and document the inspection results (at least for
the characteristics specified in the inspection schedule). Process parameters which can negatively
affect the product characteristics must also be taken into account during this process (for example,
during welding or injection molding). The documents must clearly indicate any process interruptions
(for example, as a result of equipment failure) and related quality improvement measures.
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As a rule, for a production batch to be released, no faulty product may be found in the sample. If the
Supplier notices a flaw in the product during the manufacturing process, he must immediately interrupt
the process and take appropriate corrective measures. In such a case, 100 percent of the products
manufactured since the most recent sample check with positive findings (i.e. the most recent good
part) must be checked. Faulty products must be set aside immediately and kept in a secure location
(“quarantine storage”) until the cause of the defect has been identified. Any corrective measures taken
must be documented in a traceable manner.
If a subsequent check determines that the faulty products cannot be reworked, they must be
scrapped. If they can be reworked, all defined inspection measures for series production runs must be
performed. If (in exceptional circumstances) the Supplier is unable to deliver products that meet the
specification, he must request a special release from BSH prior to delivery.
The Supplier promises to ensure the traceability of the products delivered by him. If a defect is
identified, it must be ensured that the faulty parts, products or lots, etc. can be clearly localized and
contained.
The Supplier promises to make products, parts and their packaging in accordance with the
agreements entered into with BSH. He must ensure that the labeling of the packaged products will be
legible also during shipping and storage.
From a economic standpoint and in order to minimize defects, BSH expects the Supplier to
continuously improve its processes.
Where BSH and third parties provide the Supplier with manufacturing and testing resources, in
particular resources and equipment within the context of the purchase of supplies, the Supplier will
treat and maintain such resources as if they were his own.
3.5
Delivery and incoming goods inspection
The Supplier will deliver the contracted goods in suitable conveyances approved by BSH in order to
avoid damage to the goods (dirt, corrosion, chemical reactions, etc.).
Both parties agree that BSH does not have to perform an incoming goods inspection with the
exception of visible transport damages and/or variances with respect to labeling or quantities.
Otherwise, BSH will inspect the delivered goods as required for orderly operations and notify the
Supplier in writing of any defects immediately after finding them. This means that the Supplier waives
his right to object against a claim because it was filed late.
3.6
Complaints and measures
The Supplier promises to analyze each product claim and to notify the BSH contact person listed in
the claim of the results within the specified deadline and in the 8-D format.
BSH reserves the right to demand improvements of such measures if it does not consider them
promising.
Additional costs (due to shutdowns, lost units, scrapping, rework, logistics expenses, etc.) which were
caused, for example, by a lack of quality or by a late delivery, will be charged to the contract party in
accordance with the costs-by-cause principle.
BSH reserves the right to charge additional costs to the Supplier. These include:

Special releases/approvals

Inspections performed by BSH which correspond to final inspections by the Supplier

Audits of the Supplier conducted by BSH due to quality shortfalls on the Supplier’s part
BSH expressly reserves the right to file claims for defects which become apparent only at a later date.
4
Confidentiality
The parties agree not to disclose any business or commercial secrets of the other party which were
disclosed to them or to which they became privy over the course of their relationship during and after
the duration of this Agreement to any third parties, or to use such secrets without permission for their
own business purposes.
The contract parties also agree to use technical information, experience, knowledge or designs which
were divulged or disclosed to them as part of their relationship for contractual purposes only, to keep
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treating them as confidential when the Agreement is over, and to not make them available to third
parties.
This confidentiality obligation does not apply to information which demonstrably

was known to the other party when it entered into the Agreement

was legally acquired from third parties

is generally known or considered to be or become state-of-the-art

has been released by the divulging partner
The obligation to maintain confidentiality for technical information ends three years after the
termination of this Agreement.
5
Duration and notice of cancellation
This Quality Management Agreement (QMV) will take effect on ___________ ___, ____ for an
undetermined period of time. It can be cancelled by either party with six months’ notice to the end of
the month.
The parties also have the right to cancel the contract for cause with one month’s notice to the end of
the month.
The following are considered important causes:
a) Application for or initiation of insolvency proceedings against one party’s assets
b) Repeated or serious violation of contractual duties
c) Not inconsiderable change in one contract party’s ownership
The termination of this Agreement does not affect the obligations regarding the retention periods of
documents (Sec. 2.5) and regarding confidentiality (Sec. 5).
6
General
Any additions and amendments to this Agreement must be made in writing.
This Agreement is governed exclusively by German law. The court of jurisdiction is the place where
orders are issued or Munich, at BSH’s discretion.
If individual provisions of this Agreement become invalid, this will not affect the remainder of the
Agreement. Invalid provisions must be replaced with legally effective provisions which are equivalent
to the commercial purpose of the invalid provisions or come closest to them.
Supplier
BSH
Place
Date
Place
Date
Name
Signature
Name
Signature
Name
Signature
Name
Signature
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