CONFIDENTIAL
Supplier Name: ………….
Supplier Address: ………….
Document No. […]
Purchase Specification
Part A
of Infineon Technologies AG
Am Campeon 1-12, 85579 Neubiberg, Germany
- hereinafter referred to as “PS A”-
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Content
PREAMBLE ........................................................................................................................... 3
1.
Definitions ...................................................................................................................... 3
2.
Abbreviations ................................................................................................................. 5
3.
General .......................................................................................................................... 7
4.
Quality Requirements ..................................................................................................... 9
5.
Compliance with Laws, Corporate Social Responsibility and ESH Requirements ..........17
6.
Logistics ........................................................................................................................21
7.
Business Continuity Planning ........................................................................................24
8.
Export Control and Customs Regulations ......................................................................25
9.
Audits ............................................................................................................................26
10.
Confidentiality ............................................................................................................27
11.
Reference Standards, Norms and Manuals ...............................................................28
12.
Term and Termination................................................................................................28
13.
Dispute Resolution and Substantive Law ...................................................................28
14.
Miscellaneous ............................................................................................................29
Annex 1 – Requirements for Certificates of Analysis/Compliance .........................................31
Annex 2 – Change Procedure ..............................................................................................33
Annex 3 – Dispatch Note Requirements ...............................................................................34
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PREAMBLE
Infineon’s first priority is customer satisfaction. Superior quality and an excellent delivery performance
have become increasingly important to the markets in which Infineon’s customers operate. The
materials purchased by Infineon from its suppliers have a fundamental impact on Infineon’s
semiconductor devices. Hence, the quality of materials and the operational performance of Infineon’s
suppliers are of highest importance for Infineon. Infineon relies on the ability of its suppliers to meet
quality levels with the strategic target of achieving zero defects as well as the performance
requirements desired by Infineon.
This PS A defines the standards and basic requirements of Infineon applying to its suppliers’
organization, products, and processes.
1.
Definitions
1.1.
“Affiliate” shall mean any corporation, company or other entity which: (i) is Controlled by
Supplier or Infineon hereto; (ii) Controls Supplier or Infineon; or (iii) is under common Control
with Supplier or Infineon. For this purpose, “Control” means that more than 50 % (fifty percent)
of the controlled entity’s outstanding shares or ownership interest representing the right to
make decisions for such entity are owned or controlled, directly or indirectly, by the controlling
entity.
1.2.
“Auditing Party” shall mean Infineon, its Subsidiary, their customer, OEM and/or any third
party authorized by Infineon or its Subsidiary to perform audits according to Section 9. of this
PS A.
1.3.
“Business Day” shall mean any day other than a Saturday, Sunday or a day on which
commercial banks are required or authorized by law to close in the place where the relevant
obligation is to be performed.
1.4.
“Change” shall mean any change to production processes and/or Material.
1.5.
“Change Notification” shall mean a notification of a Major Change made in writing (e.g. via
email, facsimile or post).
1.6.
“Cpk” shall mean the index for the process capability.
1.7.
“Discontinuance Notice“ shall mean a notification of the discontinuance of production and/or
supply of Material made in writing (e.g. via email, facsimile or post).
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1.8.
“Effective Date” shall mean the date of the last signature of this PS A by Supplier and
Infineon.
1.9.
“FMEA” shall mean Failure Mode Effect Analysis as outlined in the applicable manual issued
by AIAG.
1.10.
“Frame Agreement for the Purchase of Material” shall mean a frame agreement signed by
Supplier and Infineon stipulating the legal and commercial terms and conditions that govern
the purchase and delivery of Material.
1.11.
“Incoterms” shall mean the official rules for the interpretation of trade terms as issued by the
International Chamber of Commerce, Paris.
1.12.
“Infineon Customer” shall mean a third party to which Infineon sells Infineon Products.
1.13.
“Infineon Product” shall mean any semiconductor product manufactured by or for Infineon.
1.14.
“Lot” shall mean a definite quantity of a Material produced under essentially the same
conditions and passing through the same series of operations. All Material in a Lot is of a
single class, composition, model, size, type, or version and intended to have identical quality
and characteristics.
1.15.
"Material" shall mean any material, product, or substance suitable for the production of
semiconductor devices as generally offered by Supplier. Material shall include, but shall not be
limited to, wafers, chemicals, photo chemicals, gases, lead frames, molding compound,
bonding material, etc. and is set out in the Specifications.
1.16.
“Major Change” shall mean the following Changes: (i) a Change which may affect fit, form,
function or reliability of a Material (major change according to the JEDEC 46); and/or (ii) a
change which is outlined in Annex 2 of this PS A or agreed separately between Infineon and
Supplier.
1.17.
“OOC-Situation” shall mean that a parameter used for SPC/SQC of the production violates
the control limits but is still within the specification limits of the relevant manufacturing process.
1.18.
“OOS-Situation” shall mean that a parameter used for SPC/SQC of the production violates
any specification limits of the relevant manufacturing process.
1.19.
“Purchase Order” shall mean any declaration of Infineon provided on Infineon’s official order
document that is sufficient to authorize the purchase of Material.
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1.20.
“Purchase Specification part B” shall mean specific requirements for a type or family of
Materials agreed between Infineon and Supplier.
1.21.
“Purchase Specification part C” shall mean Material specific requirements agreed between
Infineon and Supplier.
1.22.
“REACH” shall mean the European Regulation (EC) No. 1907/2006 concerning the
Registration, Evaluation, Authorisation and Restriction of Chemicals, including any and all
amendments hereto.
1.23.
“Samples” shall mean Material not released for series production, prototypes, or the like.
1.24.
“Specification” shall mean any definitions of technical features, performance, and
implementation details of the Material and any other requirements in regard to Material
mutually agreed between Infineon and Supplier, including without limitation the PS B and/or
PS C.
1.25.
“Subcontractor” shall mean any third party providing services, products, material, tools,
and/or equipment to or on behalf of Supplier in connection with Supplier`s obligations under
this PS A and/or any other agreement between Supplier and Infineon.
1.26.
“Subsidiary” shall mean a company that is under the control of Supplier or Infineon, i.e. of
which more than 50 % (fifty percent) of the issued voting capital is owned directly or indirectly
by Supplier or Infineon.
1.27.
“Supplier” shall mean a legal entity selling and/or delivering Material to or for Infineon.
1.28.
“Trading Partner” shall mean a Supplier which does not manufacture the Material but does
only sell and deliver the Material to Infineon.
1.29.
“8D Systematic” shall mean the problem management method according to the JEDEC 671
standard.
2.
Abbreviations
2.1.
“AIAG” shall mean Automotive Industry Action Group.
2.2.
“CoA” shall mean certificate of analysis.
2.3.
“CoC” shall mean certificate of compliance/conformance.
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2.4.
“EChA” shall mean European Chemicals Agency.
2.5.
“EDI” shall mean electronic data interchange.
2.6.
“EIA” shall mean Electronic Industries Alliance.
2.7.
“EIA/JEP” shall mean Electronic Industries Alliance/Journal of Electronic Publishing.
2.8.
“EINECS” shall mean European Inventory of Existing Commercial Chemical Substances.
2.9.
“ESH” shall mean environmental protection, safety and health.
2.10.
“GHS-CLP” Global Harmonized System of Classification and Labelling of Chemicals.
2.11.
“ISO” shall mean International Organization for Standardization.
2.12.
“ISPM 15” shall mean the International Standards For Phytosanitary Measures No. 15
developed by the International Plant Protection Convention (“IPPC”) for the international trade
with packing materials made of wood.
2.13.
“JEDEC” shall mean JEDEC Solid State Technology Association (formerly known as the Joint
Electron Device Engineering Council (JEDEC)).
2.14.
“JESD” shall mean Jedec Electronic Standard Document.
2.15.
“LCL” shall mean lower control limit.
2.16.
“LSL” shall mean lower specification limit.
2.17.
“MSA” shall mean measurement system analysis.
2.18.
“MSDS” shall mean material safety data sheet.
2.19.
“OHSAS” shall mean Occupational Health- and Safety Assessment Series.
2.20.
“OOC” shall mean out of control.
2.21.
“OOS” shall mean out of specification.
2.22.
“OSHA” shall mean Occupational Safety and Health Administration.
2.23.
“PS B” shall mean Purchase Specification part B.
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2.24.
“PS C” shall mean Purchase Specification part C.
2.25.
“QM System” shall mean quality management system.
2.26.
“SEMI“ shall mean Semiconductor Equipment and Materials International.
2.27.
“SPC” shall mean statistical process control as outlined in the applicable manual issued by
AIAG.
2.28.
“SQC” shall mean statistical quality control.
2.29.
“STC” shall mean ship to control.
2.30.
“TREM Cards” shall mean Transport Emergency Cards.
2.31.
“UCL” shall mean Upper Control Limit.
2.32.
“USL” shall mean Upper Specification Limit.
3.
General
3.1.
Subject and Scope
This PS A defines the basic requirements of Infineon with regard to quality, corporate social
responsibility, environmental, safety, health, logistics, business continuity planning, export
control, and customs applying to its Suppliers’ organization, products, and processes. This PS
A shall apply to all Material supplied by Supplier to Infineon or a third party appointed by
Infineon, unless the scope of this PS A is expressly restricted to certain Material.
Any Annex of this PS A shall be integral part of this PS A. As the case will be, this PS A and/or
its Annexes may be supplemented and/or updated by Infineon from time to time. Unless
explicitly otherwise stated in this PS A, any such supplement or update to this PS A shall
become an integral part of this PS A upon signature by Infineon and Supplier.
This PS A shall apply to the business between Supplier and Infineon even if Supplier and/or
Infineon do not refer explicitly to this PS A in their business communication, including but not
limited to Purchase Orders and confirmations of Purchase Orders.
Unless explicitly otherwise stated in a Purchase Order, this PS A and all other Specifications
applicable to a Material shall form an integral part of the respective Purchase Order.
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Supplier and Infineon agree that this PS A shall also apply to Infineon’s Affiliates, provided that
the relevant Affiliate declares its consent to this PS A respectively. Supplier shall ensure and
warrants that its Affiliates selling Material to Infineon, and/or to an Affiliate of Infineon which
declared its consent to this PS A, comply with all requirements outlined in this PS A. Supplier
shall be responsible and liable for any acts or omissions of its Affiliates selling Material to
Infineon or Infineon’s Affiliates.
3.2.
Order of Precedence
In the event of a conflict or inconsistency between any documents listed below, the order of
precedence shall be as follows (item (i) having precedence over item (ii) etc.):
(i)
Sections 3.3. (“General Terms and Conditions of Supplier”), 4.10. (“Changes of
Material”), 4.11. (“Availability of Material”), 4.12. (“Qualification of Second Production
Sites and Second Source for Subcontractors”), 5.2. (“Principles of Purchasing”) and/or
7. (“Business Continuity Planning”) of this PS A;
3.3.
(ii)
the respective Purchase Order;
(iii)
the Frame Agreement for the Purchase of Material;
(iv)
the respective PS C;
(v)
the respective PS B;
(vi)
other Specifications applicable to the Material, if any;
(vii)
this PS A;
(viii)
any separate quality agreement or quality assurance agreement (“QAA”), if any.
General Terms and Conditions of Supplier
Any standard terms and conditions of Supplier shall not be applicable to the business between
Infineon and Supplier, even if Infineon does not explicitly reject such standard terms and
conditions of Supplier. The acceptance of Material or the making of payments by Infineon shall
not imply acceptance of any conditions.
3.4.
Trading Partners
If Supplier is a Trading Partner of Infineon, Supplier warrants that its suppliers of Material
comply with all requirements outlined in this PS A and all other Specifications applicable to the
Material. Supplier shall be responsible and liable for any acts or omissions of its suppliers of
Material.
3.5.
Registration
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Supplier shall provide Infineon, prior to the first shipment of Material to Infineon, via internet or
other means determined by Infineon basic information and data required by Infineon’s
purchase department regarding Supplier’s company, products, and processes. The provision
of such information and data by Supplier to Infineon is a precondition for the procurement of
any Material by Infineon from Supplier.
4.
Quality Requirements
4.1.
Quality Management System
Supplier shall have implemented and shall permanently administer a certified QM System
which meets the requirements of the relevant QM System category of Infineon as stated in the
table below. The relevant QM System category required by Infineon shall be communicated by
Infineon to Supplier.
Infineon
Applicable Requirements
QM System Category
CQT
rd
3
party certified Quality Management System according to ISO
9001 and compliance of Supplier with ISO/TS 16949
CQI
rd
3
party certified Quality Management System according to ISO
9001
Supplier shall forward a copy of the initial certification of its QM System to Infineon in the
course of the registration of Supplier according to Section 3.5. of this PS A. Any renewal
certification and any additional certification of the QM System of Supplier shall be forwarded
by Supplier to Infineon promptly upon its receipt from the relevant accredited third party
auditor.
Supplier shall manufacture and test each Material prior to its delivery to Infineon in accordance
with the requirements derived from its QM System. Supplier shall ensure that its
Subcontractors also comply with these requirements. Supplier shall permanently monitor and
control the compliance of its Subcontractors with these requirements. Upon Infineon’s request,
Supplier shall provide written evidence of the effectiveness of such monitoring and control
measures to Infineon.
4.2.
Description of the Material
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The Material delivered by Supplier shall comply with all Specifications applicable to the
Material and shall be free from any defect in design, material, and workmanship. The Supplier
shall develop, manufacture, and test the Material in compliance with such Specifications and
requirements accordingly.
Supplier shall check the manufacturability of Material according to the Specifications.
Furthermore, Supplier shall ensure that its documents containing Specifications are technically
correct, complete and up-to-date.
In case that Supplier detects in the course of the development, production, and/or inspection
of Material that Specifications (or any part thereof) are incorrect, not complete, not up-to-date,
and/or misleading, Supplier shall immediately inform Infineon thereof in writing. In such case,
Supplier shall, without prejudice to any further rights and remedies Infineon may have,
propose to Infineon reasonable remedial measures, if required.
4.3.
Quality Targets and Quality Levels
Supplier is aware that the zero defect strategy is a fundamental requirement of Infineon.
Therefore, Supplier shall support Infineon’s strategic zero defect target during the complete
manufacturing and supply chain starting with the incoming control at Supplier until delivery of
the Material to Infineon.
Notwithstanding the above, Supplier shall meet the quality levels during certain time periods
as agreed between Supplier and Infineon separately upon Infineon’s request. Supplier shall
notify Infineon in writing immediately after Supplier becomes aware of any deviation from any
agreed upon quality level being of disadvantage for Infineon. Supplier shall not be relieved
from any liabilities and/or warranties due to a defect in Material by the fact that quality levels
have been agreed between Supplier and Infineon.
4.4.
Risk Management
Supplier shall have implemented and maintain processes that are suitable to prevent the
occurrence of any defect in Material, processes, and/or equipment (or part thereof) used for
the production of Material. Supplier shall continuously improve these processes. Infineon
expects from Supplier a risk assessment for the overall production process by using the
systematic of the FMEA in order to prevent the occurrence of unexpected risks and/or quality
problems. Supplier shall document the risk assessment results in writing. Upon Infineon’s
request, Supplier shall provide Infineon the FMEA documentation.
4.5.
Process Flow and Control Plan
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Supplier shall define and document the process flow and the corresponding control plan for
each Material before its delivery to Infineon. All critical-to-quality parameters of the relevant
Material and/or related processes shall be identified and set up by Supplier in the control plan.
Upon Infineon’s request, Supplier shall provide to Infineon the documented process flow
and/or the corresponding control plan.
Supplier shall define and document a preventive maintenance plan for its production
equipment.
4.6.
Process Control and Product Monitoring
4.6.1.
Statistical Methods
Supplier shall use statistical methods that are suitable to ensure a reliable and stable quality of
the Material and to control and improve its production processes. Infineon recommends that
the Supplier use the statistical methods as outlined in the JESD557C standard (Statistical
Process Control Systems).
Upon Infineon’s request, Supplier shall demonstrate to Infineon the process stability, process
ability, and any quality improvements achieved by Supplier by using statistical methods
according to this Section 4.6.1. If Supplier performs sampling of Material, the sample taken by
Supplier shall be representative for a Lot.
Supplier shall check the kind of distribution of the available data (normal, log, one-sided etc.)
when calculating statistical limits (SPC, SQC) and shall consider this kind of distribution for
further statistical calculations.
Supplier shall use its best efforts to reach a Cpk value ≥ 1.67.
4.6.2.
Ship-to-Control (STC)
The STC procedure shall be a key element of the manufacturing process of Supplier in order
to ensure a reliable and stable quality of the Material. Infineon recommends to Supplier to
perform the STC procedure according to the guideline of the SEMI organization “SEMI
Statistical Guidelines for Ship To Control“ .
Upon Infineon’s request, Supplier shall implement a STC procedure for the Material. The
details related to the implementation of a STC procedure shall be outlined in the respective PS
C or another document.
4.6.3.
Quality Reporting/Certificates
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If so agreed between Supplier and Infineon, Supplier shall certify the compliance of the
Material with specific parameters and/or data outlined in the respective PS B and/or PS C. In
such
case,
each
shipment
shall
be
accompanied
by
the
agreed
certificate
of
compliance/conformance (“CoC”) or a certificate of analysis (“CoA”). These certificates shall
comply with the requirements outlined in Annex 1 of this PS A.
4.6.4.
Out-of-Control-Situation, Out-of-Specification-Situation
Infineon may define (for example in the respective PS C) parameters for which Infineon
requires a reporting of an OOS-Situation or an OOC-Situation from Supplier. Supplier shall
provide to Infineon a detailed written report upon occurrence of such OOS-Situation or OOCSituation (“early warning”) pursuant to the table below. Together with such written report,
Supplier shall provide to Infineon a list of all delivery lots affected by the OOS-Situation or
OOC-Situation.
early warning
OOS-Situation
delivery
send out OOS notification
no delivery of OOS material
OOC-Situation
send out OOC notification
no delivery of OOC Material
if restricted by STC
OOC-Situation
send out OOC notification
no delivery of OOC Material
if restricted by STC
OOS-Situation
send out OOS notification
no delivery of OOS material
upper specification limit
upper control limit
mean
lower control limit
lower specification limit
4.7.
Reporting of Non Conformances, Problems and Risks
Supplier shall inform Infineon in writing about the following deviations and/or problems
immediately but no later than 24 (twenty-four) hours after Supplier becomes aware of the
relevant deviation and/or problem:
- Material which does not comply with all Specifications applicable to the Material
- Material and/or Lots which have not been or may not be manufactured under the
standard conditions of Supplier
- Quality problems related to processes and/or equipment (or part thereof) used by
Supplier for the production of Material
- Potential quality and/or reliability problems and risks with regard to Material shipped to
Infineon
- Any problem that affects or may affect the delivery capability
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The notification of Supplier shall include a list of the Material which is or may be affected by a
deviation and/or problem.
4.8.
Corrective Actions and Preventive Measures
Supplier shall perform a risk assessment (FMEA) and provide Infineon in writing the results of
such assessment within 48 (forty-eight) hours after becoming aware of a deviation and/or
problem related to Material. Supplier shall take, at its own expense, immediate corrective
actions required to remedy the deviation and/or problem. Furthermore, Supplier shall take, at
its own expense, preventive measures suitable to avoid any re-occurrence of the deviation
and/or problem. Supplier shall provide to Infineon a final written 8D report which describes the
corrective actions performed and the preventive measures taken and/or planned by Supplier.
4.9.
Complaint Process
Supplier shall handle complaints and/or problems notified by Infineon to Supplier and perform
the quality problem analysis and corrective actions related thereto in compliance with the
requirements of the JESD671 standard (“8 D Systematic”). Infineon recommends to Supplier
the 5-Why root cause analysis method and the Ishikawa/fault tree analysis method.
Supplier shall handle each complaint of Infineon in accordance with the following time lines:
Deliverable
Level of Urgency
Time Line*
Immediately after
notification of a
Interim containment plan and problem verification
problem/complaint by
Infineon
Interim report including the identified root cause(s)
standard
7 Business Days
of defect(s) [=4D] and a corrective action
urgent
3 Business Days
implementation plan
top urgent
1 Business Day
standard
23 Business Days
urgent
9 Business Days
top urgent
3 Business Days
Final report [=8D] including and verifying permanent
corrective action(s) [=5D], adopting the corrective
action(s) as new standard sequence [=6D] and the
implementation of preventive measures [=7D]
*number of Business
Days after notification of a
problem/complaint by
Infineon until receipt of
the deliverable to
Infineon
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The relevant Level of Urgency according to the table above will be stated in the respective
complaint notification provided by Infineon to Supplier.
Any deviations from the time lines according to the table above (e.g. if return shipment for a
detailed analysis is necessary) are subject to mutual agreement between Infineon and
Supplier.
4.10.
Changes of Material
If Supplier plans a Major Change, Supplier shall inform Infineon thereof by sending a Change
Notification at least 6 (six) months prior to the planned start of delivery of the changed
Material, unless otherwise set forth in Annex 2 of this PS A. The Change Notification shall be
sent to the address communicated by Infineon to Supplier. Each Change Notification
submitted by Supplier to Infineon shall contain the information outlined in Annex 2 of this PS A.
Supplier shall immediately inform Infineon about any situation that may result in a necessity to
perform a Major Change.
Supplier shall be entitled to implement a Major Change only upon express prior written
approval of Infineon, unless otherwise set forth in Annex 2 of this PS A. If Infineon’s approval
of a Major Change was based on wrong, incomplete, or belated information of Supplier,
Supplier shall be liable for any and all costs and expenses incurred by Infineon due to the
implementation of the Major Change.
Supplier and Infineon shall agree on Infineon’s remaining demand for the unchanged Material.
Furthermore, Supplier shall provide Infineon, free of charge, Samples and/or information
required by Infineon to use the Material after implementation of the Major Change. In addition,
Supplier and Infineon shall jointly work out a strategy with regard to the implementation of a
planned Major Change in a way that the impact of the Major Change and any related risks for
Infineon and/or its customers will be minimized.
If Infineon has difficulties in using the Material in its production process after a Major Change
was approved by Infineon and implemented by Supplier, Supplier shall thoroughly work with
Infineon to resolve any issue as soon as possible.
4.11.
Availability of Material
If Supplier plans to discontinue the production of a Material, Supplier shall inform Infineon
thereof by sending a Discontinuance Notice at least 20 (twenty) months prior to the last
possible delivery date due to such discontinuance. The Discontinuance Notice shall be sent in
a format and to the address as stipulated by Infineon. The Discontinuance Notice shall
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indicate Supplier’s part number and the last possible order date in accordance with this
Section 4.11.
Infineon may, in order to cover its remaining demand, place Purchase Orders until 6 (six)
months after receipt of such Discontinuance Notice. If Infineon requires the ongoing delivery of
a Material after discontinuation of its production, Infineon shall notify Supplier thereof latest 6
(six) months before the discontinuation becomes effective.
Notwithstanding any agreements to the contrary, this Section 4.11. shall in no event limit any
obligations of Supplier regarding the long term availability and/or delivery of Material as
agreed separately between Supplier and Infineon.
4.12.
Qualification of Second Production Sites and Second Source for Subcontractors
If Infineon has qualified only one production location for a Material, Supplier shall, upon
Infineon’s request, qualify a second location for the production of such Material. Supplier shall
inform Infineon in writing each time Supplier has internally qualified a second production
location for a Material. For the release of a second production location by Infineon, the
procedure regarding Major Changes as set forth in Section 4.10. of this PS A apply.
Supplier shall qualify a second source for raw materials, if requested by Infineon. For the
release of such second source of raw material by Infineon, the procedure regarding Major
Changes as set forth in Section 4.10. of this PS A apply.
Upon Infineon’s request, Supplier shall provide a baseload of Material in the second
production location and/or at the second source for raw material as specified by Infineon in
order to uphold the qualification status.
4.13.
Identification and Traceability
Supplier shall implement suitable measures which enable Supplier to identify immediately all
Material and Lots which are or might be affected by a defect in Material. Supplier shall inform
Infineon about Supplier’s identification system or other measures which Supplier has taken in
order to enable Infineon to carry out its own investigations, if necessary.
Supplier shall ensure a permanent traceability of Material delivered by Supplier to Infineon.
Supplier shall enable a traceability of Material which permits tracing the number of potentially
damaged Material to the smallest possible volume.
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Upon Infineon’s request (e.g. in case of a problem with Material), Supplier shall promptly
provide Infineon with any and all data and documentation required for the traceability of
Material, including without limitation the following data and documentation:
-
Details related to Subcontractors which provided materials used in Material and/or for the
production of Material
-
Lot identification number(s)
-
Process equipment used by Supplier
-
Process parameter
-
Parameters of Material and/or test data related to Material
Each Lot identification number shall be limited to 10 (ten) digits maximum.
4.14.
Record Retention
Supplier shall keep all records and data related to the production of Material including without
limitation datasheets, change documents, process flows, FMEAs, control plans, MSAs,
dimensional results, outgoing test data and certificates and/or initial process studies, for 6 (six)
years upon creation of such records and data. Upon Infineon’s request, Supplier shall provide
to Infineon copies of original records and data as well as Samples of Material, if any.
Furthermore, Supplier shall allow Infineon to inspect any such records, data and/or Samples of
Material. Further details on documentation and retention requirements, e.g. retention samples
of Material, may be outlined in the respective PS B and/or PS C.
4.15.
Incoming Inspection
Without undue delay upon receipt of the Material, Infineon shall carry out an incoming
inspection with regard to the quantity and type ordered and other defects which are visible
without unpacking the Material. Infineon shall in no event be obliged to perform any more
extensive or additional inspections. If Infineon discovers a defect during the aforementioned
inspections or at a later date it shall notify the Supplier thereof. Notifications of defects may be
lodged by Infineon within 1 (one) month after delivery of the Material or, if the defects are first
noticed during working or processing or first use, within 1 (one) month after the defects were
first detected.
If the Material fails the incoming inspection specified above, Infineon may (i) refuse to accept
the delivery of the Materials; and (ii) issue a written complaint describing the non-compliance
and setting Supplier a reasonable time limit to remedy any such non-compliance; and (iii)
perform a repeated incoming inspection. None of the foregoing is deemed to limit any
remedies available to Infineon under a contract or law if the Supplier’s fails to perform its
delivery obligations.
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5.
Compliance with Laws, Corporate Social Responsibility and ESH Requirements
5.1.
Compliance with Laws and Regulations
Supplier shall comply with all laws, rules and regulations applicable to the manufacture, sale
and supply of the Material or Infineon Products or otherwise in performance of this PS A,
including without limitation laws, rules, and regulations regarding labor standards, safety and
health, and protection of the environment. In addition, Supplier shall ensure that its Affiliates
and Subcontractors comply with these laws, rules, and regulations.
5.2.
Principles of Purchasing
Furthermore, Supplier shall comply with the currently applicable version of the Principles of
Purchasing of Infineon available on Infineon’s website through the following link:
www.infineon.com/PoP. Infineon will notify Supplier in written or electronic form (e.g. through a
web tool) of any updated applicable version of the Principles of Purchasing. Such update shall
be deemed to have been agreed by Supplier unless Supplier sends the objection to such
update (including an explanation of such objection) in written or electronic form to Infineon
within 15 (fifteen) Business Days upon its receipt. In the event of an inconsistency between
the terms and conditions of the Principles of Purchasing of Infineon and those outlined in this
PS A, the terms and conditions outlined in this PS A shall prevail. Supplier shall respect the
principles of the UN Global Compact.
5.3.
Sourcing of Conflict Minerals
Supplier shall comply with the currently applicable version of the Supplier Code of Conduct as
to a Responsible Sourcing of Conflict Minerals of Infineon (“Code on Conflict Minerals”)
available on Infineon’s website through the following link: http://www.infineon.com/cm.
Infineon will notify Supplier in written or electronic form (e.g. through a web tool) of any
updated applicable version of the Code on Conflict Minerals. Such update shall be deemed to
have been agreed by Supplier unless Supplier sends the objection to such update (including
an explanation of such objection) in written or electronic form to Infineon within 15 (fifteen)
Business Days upon its receipt.
5.4.
ESH Requirements
5.4.1.
Basic ESH Requirements
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Supplier shall adhere to the basic requirements of Infineon regarding ESH as defined in this
Section 5.4. Supplier shall ensure that its Subcontractors also comply with these
requirements.
All requirements according to this Section 5.4. shall be effectively implemented by Supplier.
Supplier shall comply with all applicable laws, regulations, and official orders regarding ESH.
The ESH impact of Supplier’s activities, production processes, and products shall be assessed
and eliminated or minimized by Supplier as soon as possible.
The awareness and conscious behavior regarding the ESH requirements according to this
Section 5.4. shall be an integral part of Supplier’s daily business practices and promoted at all
levels of his organization. All technical and organizational procedures of Supplier that are
necessary to ensure compliance with the ESH requirements according to this Section 5.4.
shall be regularly audited by accredited third party auditors and continuously improved by
Supplier.
5.4.2.
ESH Management System
Supplier shall have implemented and shall permanently administer an environmental
management system in accordance with or equivalent to the environment management
system stated in the ISO 14001 which is certified by an accredited third party auditor.
Furthermore, Supplier shall have implemented and shall permanently administer a safety and
health management system in accordance with or equivalent to the safety and health
management system stated in the OHSAS 18001 which is certified by an accredited third party
auditor.
All ESH management system requirements stated above may be part of an integrated
management system.
Supplier shall forward a copy of the initial certification of its ESH management system(s) to
Infineon within 30 (thirty) days of the Effective Date of this PS A. Any renewal certification shall
be forwarded by Supplier to Infineon promptly upon its receipt from the relevant accredited
third party auditor.
5.4.3.
Materials, Articles, and Products
Supplier shall comply with all laws and regulations applicable to the classification, labeling,
packing, duty to provide information and/or documentation (e.g. MSDS), substance
restrictions, marketing, transportation, importation, exportation, registration, and/or use of
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Material. Supplier shall inform Infineon without undue delay in writing if Supplier becomes
aware of any non-compliance with such laws or regulations.
Supplier shall comply with all requirements of the REACH that are applicable to Material.
REACH is applicable to single substances or substances in preparations/mixtures as well as
to substances in articles with and without intended substance release.
Without prejudice to the requirements stated above, Supplier shall comply with the
“Substances of Concern (SoC) by Infineon Technologies (Declarable Substances)” list which
is available on Infineon’s website through the link http://www.infineon.com/pmc (“Substances
of Concern List”), unless communicated otherwise by Supplier to Infineon in accordance with
the stipulations below. The Substances of Concern List is compiled by Infineon with regard to
substances in individual components, preparations, materials, or products and includes
Infineon specific restrictions on substances as well as restrictions on substances according to
laws and regulations applicable to special applications in electric and electronic products.
Infineon updates the Substances of Concern List on Infineon’s website from time to time.
Supplier shall regularly check the most recently updated version of the Substances of Concern
List that will be available on Infineon’s website through the link http://www.infineon.com/pmc.
Supplier shall comply with each such updated version of the Substances of Concern List,
unless communicated otherwise by Supplier to Infineon in accordance with the stipulations
below.
Supplier shall indicate to Infineon the exceedance of thresholds stated in the applicable
Substances of Concern List, if any, in Infineon’s document “Supplier Warranty on Substances
of
Concern”
which
is
available
on
Infineon’s
website
through
the
link
http://www.infineon.com/pmc (“Supplier Warranty”). Supplier shall submit a signed version of
the Supplier Warranty to Infineon prior to the initial delivery of the relevant Material to Infineon
and, if required, without undue delay after an update of the Substances of Concern List is
available on Infineon’s website.
If Material of Supplier, when used, (i) releases substances that are hazardous according to the
applicable laws or regulations of the importing country (e.g. European Regulation (EC) No.
1272/2008 (GHS-CLP), USA regulation OSHA 29 CFR 1910.1200); or (ii) releases substances
exceeding an air pollution threshold value required by the applicable laws or regulations of the
importing country, Supplier shall provide to Infineon an MSDS according to the local
requirements of the recipient (e.g. REACH in Europe).
Supplier shall notify Infineon in writing of any and all substances contained in Material
including without limitation the percent weight of the constituents and the total weight of the
Material (“Material Content Data Sheet”).
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Supplier shall not manufacture Material using ozone depleting substances.
Furthermore, Supplier shall, in cooperation with Infineon, endeavor to substitute hazardous
substances used for the production of and/or contained in Material without affecting any
agreed Specifications or the quality of the Material.
5.4.3.1. REACH Requirements related to Substances or Mixtures
The manufacturers or importers of substances as such or of substances in preparations
(mixtures) in the European Community (EC), must register substances at the EChA if the
substances are manufactured or imported in quantities of at least 1 (one) ton/year, unless they
are exempted from registration obligations. So-called "phase-in substances", e.g. substances
listed in EINECS, can be pre-registered by the relevant Supplier. The pre-registration enables
the use of the REACH “registration roadmap” which sets the registration period according to
the manufactured/imported quantity. Supplier shall comply with the aforementioned
requirements.
5.4.3.2. REACH Requirements related to Articles
Suppliers, manufacturers and importers of articles that contain a substance stated in a list
published by the EChA in accordance with the REACH ("Candidate List") in a concentration
higher than 0.1 mass percent per article shall provide Infineon the name of that substance and
the CAS-Number and any other information required to ensure a safe use of the article.
Furthermore, if the substance stated in the Candidate List exceeds the quantity of 1 (one)
ton/year in these articles, a notification to the EChA is required. Furthermore, Supplier shall
comply with REACH regarding communication (as per Article 33 of the REACH) and
notification towards Infineon and the competent authorities.
5.4.3.3. REACH Requirements related to Articles with intended Substance Release
Producers or importers of articles with intended substance release in the European
Community (EC) shall register the contained substances at the EChA, if (i) the substances are
contained in an article in quantities of at least 1 (one) ton/year; and (ii) its release is intended
under normal or reasonably foreseeable conditions of use. The foregoing does not apply if the
substances are exempted from registration obligations according to the REACH. So-called
"phase-in substances", e.g. substances listed in EINECS, can be pre-registered by the
relevant Supplier in order to enable the use of the REACH “registration roadmap” which sets
the registration period depending on the manufactured/imported quantity. Supplier shall
comply with the aforementioned obligations. Furthermore, Supplier shall comply with the
regulations of the REACH regarding communication (as per Article 33 of REACH) and
notification towards Infineon and the competent authorities.
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Supplier shall ensure that all necessary authorizations for substances that are listed in Annex
XIV of the REACH are granted by the European Commission and available and that the use of
the Material by Infineon and/or Infineon Customers is included in such authorization. Supplier
shall also ensure the compliance with the aforementioned requirements in its supply chain.
5.5.
Corrective Actions
Supplier shall inform Infineon in writing without undue delay about any non-compliance with
the requirements pursuant to this Section 5. Supplier shall immediately perform corrective
actions required to ensure compliance with the aforementioned requirements. The corrective
actions planned by Supplier and, upon Infineon’s request, the status of their performance shall
be communicated by Supplier to Infineon in writing.
5.6.
Termination Right
If Supplier does not comply with the laws and regulations and/or the other requirements set
forth in this Section 5., without limiting any other rights or remedies Infineon may have,
Infineon reserves the right to terminate in writing with immediate effect this PS A and/or any
outstanding Purchase Order which is confirmed or is deemed to be confirmed by Supplier
according to Section 6.2. of this PS A.
5.7.
Indemnity Obligations
Supplier shall indemnify and hold harmless Infineon from and against any damages, liabilities,
and costs arising from its breach of obligations outlined in this Section 5.
6.
Logistics
6.1.
Infineon Documents
Supplier shall check each document received from Infineon in the course of the demand
planning, ordering, and/or the delivery of Material including without limitation forecast
documents, Purchase Orders, and performance reports. Supplier shall notify Infineon promptly
in writing if Supplier detects that any such documentation is incorrect, incomplete, and/or not
plausible (e.g. with regard to Supplier name, part number, quantity, and delivery dates stated
on Purchase Orders).
6.2.
Order Procedure
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Supplier shall respond in writing, or by other means agreed to in writing, to a Purchase Order
from Infineon within 5 (five) Business Days upon receipt of such Purchase Order, unless
explicitly otherwise agreed between Supplier and Infineon in writing. If Infineon receives from
Supplier neither a confirmation nor an objection within the aforementioned time period, the
Purchase Order shall be deemed to be confirmed by Supplier. If the confirmation of the
Purchase Order differs from the Purchase Order, it shall be deemed to be a new offer which is
binding for Infineon only if Infineon has accepted it in writing or by other means agreed
between Supplier and Infineon in writing. Supplier shall cooperate with and support Infineon in
the event that Infineon decides to communicate pursuant to this Section 6.2. via EDI, if
required by Infineon, web based EDI.
6.3.
Availability of Raw Material
Supplier shall ensure the availability of the raw material required to manufacture and deliver
Material to Infineon in compliance with the Purchase Orders which are confirmed or are
deemed to be confirmed by Supplier according to Section 6.2. of this PS A. Supplier shall
ensure a comprehensive, transparent tracking of the purchase orders to be placed by Supplier
to its Subcontractors in order to ensure the availability of Material.
6.4.
Production Status Reporting
Supplier shall provide to Infineon information about the status of the production of Material
(“work in progress”) without undue delay upon Infineon’s request.
6.5.
Delivery Performance
6.5.1.
Supplier will install an early warning system to detect supply problems.
6.5.2.
Supplier shall not be entitled to deliver any Material before the agreed delivery date, unless
Infineon expressly agreed to such delivery in writing in advance.
6.5.3.
If a delay in the delivery of Material is expected to occur, Supplier shall immediately inform
Infineon thereof via e-mail or facsimile and provide Infineon with the following information:
-
The cause of the supply problem
-
Production output capabilities for the Material in backlog and production planning (number
of shifts/hours per Business Day and Business Days per week)
-
Alternative production options (production lines and/or production schedule according to
the agreed quality requirements)
-
Availability of alternative Material (always according to quality requirements)
-
Possibility of partial delivery
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-
Premium freight capabilities and timing
-
Escalation of the problem within Supplier’s organization
Supplier shall create and agree upon reasonable measures with Infineon to be performed by
Supplier in order to minimize the impact of an expected delay. Supplier shall involve the
highest levels within Supplier’s organization in order to find measures to meet the agreed upon
delivery dates.
6.5.4.
Supplier shall continuously monitor its logistics performance (e.g. with regard to compliance
with delivery dates and order quantities required by Infineon etc.) and make the results
available to Infineon upon Infineon’s request. Furthermore, Supplier shall continuously
improve its logistics performance.
6.6.
Dispatching Requirements
6.6.1.
Packing
Supplier shall pack the Material in accordance with ecological, economic, and qualitative
criteria. Infineon and Supplier will agree on the Material specific packing requirements for each
Infineon location to which Supplier delivers the Material. Supplier shall comply with these
packing requirements.
The threshold values of heavy metals in the packing of Material shall comply with Article 11 of
the EU Directive No. 94/62/EC on packaging and packaging waste (“Packaging Directive”)
with respect to handling (hazardous substances) and transportation (dangerous goods).
Furthermore, Supplier shall pack and transport the Material in compliance with the
requirements according to the ISPM 15. The ISPM 15 is available on Infineon’s website
http://www.infineon.com/pmc.
Furthermore, Supplier shall pack the Material in accordance with the following basic principles:
-
The use of packing material shall be avoided as far as possible
-
The packing shall not be larger or more elaborate than required to protect the Material
-
Padding material should be kept to a minimum
-
Recyclable packing material shall be used and identified in accordance with the laws and
regulations applicable to the waste management industry
-
Single-type component materials shall be used if technically feasible
Supplier shall preferably use returnable packing material that may be used multiple times, for
example Euro pallets (multi use packing). The packing material should correspond to the
applicable standards for size and design. Supplier shall use design and/or sizes which deviate
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from such standards only if this is required and permitted due to extraordinary requirements of
the affected Material. Returnable packing material shall be designed in a way which enables
easy cleaning, emptying, and draining.
6.6.2.
Shipping Documents
Supplier shall add to each delivery a dispatch note (delivery note) which contains the
information and data as outlined in Annex 3 of this PS A. Supplier shall ensure that all
required shipping documents comply with all laws and regulations applicable to the relevant
delivery. Furthermore, Supplier shall ensure that the shipping documents are complete.
If Supplier uses a forwarder for the delivery of Material, Supplier shall provide all required
shipping documents, including without limitation, the required customs documents, to such
forwarder.
In case that Supplier and Infineon have agreed on the exchange of messages via EDI/web
based EDI, Supplier shall issue an advanced shipping notification (“ASN”) when generating
the shipping documents.
6.6.3.
Transport of Material
Supplier shall comply with all laws and regulations applicable to the handling of dangerous
goods including but not limited to laws and regulations regarding proper classification,
packing, labeling, and transportation. Supplier shall provide Infineon all mandatory transport
documentation and the TREM Cards. Supplier shall ensure that any forwarders used by
Supplier also comply with the requirements according to this Section 6.6.3.
6.6.4.
Storage
If it is required to store Material temporarily before its delivery to Infineon, the storage
requirements shall be specified in the respective PS B or PS C.
6.7.
Complaint Process
Supplier shall handle complaints and/or problems notified by Infineon to Supplier and perform
the problem analysis and corrective actions related thereto in compliance with the
requirements of the “8 D Systematic” according to Section 4.9. of this PS A.
7.
Business Continuity Planning
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7.1.
Supplier shall have implemented and maintain a business continuity plan and make it
available to Infineon within 60 (sixty) days after the Effective Date of this PS A. Such business
continuity plan shall describe the prevention and protective measures taken by Supplier and
which are necessary to ensure minimal impact on the provision of Material by Supplier to
Infineon in the event of a disaster or business interruption. The business continuity plan shall
include detailed information on alternate productive and/or disaster recovery sites. For
Material supplied from only one source to Infineon, the business continuity plan shall set forth
the expected time to recover (“TTR”) from the date of disruption until the restart of the delivery
of Material to Infineon. The business continuity plan shall also detail strategies for the
response to and the recovery from a broad spectrum of potential threats. Furthermore, the
business continuity plan shall demonstrate the competence of Supplier in the following fields:
risk evaluation, business continuity strategy, second source, disaster mitigation and prevention
measures, crisis management, site recovery, salvage and repair, secure supply of raw
materials as well as plan testing, and auditing.
Infineon shall be entitled to approve or reject the business continuity plan of Supplier. Infineon
will respond to the business continuity plan provided by Supplier without undue delay upon its
assessment. If Infineon rejects the business continuity plan, Infineon and Supplier will enter
into good faith negotiations concerning reasonable modifications. Supplier shall at all times
remain solely responsible for the implementation and adequacy of the business continuity plan
approved by Infineon.
7.2.
Supplier shall update its business continuity plan, if required. Any material change to a
business continuity plan approved by Infineon shall be subject to Infineon’s approval. Section
7.1. shall apply to material changes correspondingly.
7.3.
If there is any indication that a situation as described in Section 7.1. may occur, Supplier shall
immediately inform Infineon thereof. Supplier shall start transferring the production process for
all Material that may be affected to a second production location with prior written notice to
and after release by Infineon or implement other measures to ensure supply the affected
Material on time.
8.
Export Control and Customs Regulations
8.1.
Supplier shall inform Infineon before or during delivery about any applicable export or reexport restrictions and regulations and the applicable export control classification numbers
(including the ones for USA) applicable to Material supplied by Supplier. In addition, Supplier
shall inform Infineon of any documents to be provided by Infineon, such as an end-use
certificate, without undue delay after conclusion of this PS A or the confirmation of any
Purchase Order hereunder, if any. Supplier shall implement effective measures to ensure
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compliance with applicable anti-terrorism and trade regulations. Supplier shall provide Infineon
before or on delivery with any customs data required in accordance with applicable customs
and trade related laws and regulations requiring, amongst other things, clear product
descriptions, Harmonized System Codes (HS Codes), country of origin (in the two digit ISO
code) and customs value. Such data shall be provided on every invoice. Upon request of
Infineon, Supplier shall further provide a declaration or certificate of preferential treatment, if
applicable to the Material.
Upon Infineon’s request, Supplier shall provide Infineon with a long term shippers declaration
concerning the requested Material. Supplier shall be liable for the correctness of all provided
data. If through governmental anti-dumping measurements penalty duties are imposed on
supplies of Material upon the import, Supplier shall not be entitled to deliver such Material,
unless Infineon expressly agreed to such deliveries in writing prior to the delivery. In cases
where the shipping-address is different to the billing-address and the Material is subject to
export authorization when being exported out of the relevant country, Supplier shall inform
Infineon upon delivery accordingly and provide all relevant shipping data, as in such case,
Infineon shall act as Exporter of Records (“EOR”) according to the applicable customs and
export control laws.
8.2.
Unless the supply of Material “DDP” according to Incoterms is agreed between Infineon and
Supplier, Infineon is responsible for the performance of the import customs clearance. In such
case, Infineon will not refund Supplier or Supplier’s service provider any customs duties or
service fees when importing or exporting Material. In case the supply of Material “DDP”
according to Incoterms is agreed between Infineon and Supplier, Supplier is responsible for
the export and the import customs clearance and shall bear all related costs. In case the
Purchase Order refers to the delivery of Material and services, the customs invoice of Supplier
shall show the value of the Material separately from the value of the services performed or to
be performed. In the customs invoice, the Material and services shall be described in detail,
including the place of performance. In case Supplier cannot show the value of Material and
services separately in the customs invoice, Supplier shall supply the Material “DDP” according
to Incoterms.
9.
Audits
9.1.
Each Auditing Party shall be entitled to conduct audits at Supplier in order to verify Supplier’s
compliance with the requirements stated in Sections 4. to 7. of this PS A. Each Auditing Party
shall be entitled to (i) visit Supplier’s premises and production sites; (ii) assess all machinery,
equipment, computer systems, data, and storage media used in or related to the production of
Material; (iii) test and/or require from Supplier to provide Samples of Material; and (iv) inspect
methods of manufacturing Material and related quality assurance systems. However, Supplier
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may adequately protect its business know-how and trade secrets during the audits. Each party
shall bear its expenses incurred in connection with such audits.
9.2.
On Infineon’s request, Supplier shall enable the performance of audits according to this
Section 9. at premises of Supplier’s Subcontractors.
9.3.
Infineon shall notify Supplier of any planned audit at least 20 (twenty) calendar days in
advance. If Infineon reasonably determines that an emergency situation occurred or may
occur, Infineon shall notify Supplier of the planned audit at least 24 (twenty-four) hours in
advance. Audits shall be performed during regular office hours. Supplier shall make available
duly qualified members of its staff for the support of any audit pursuant to this Section 9.
9.4.
Supplier shall correct all deficiencies identified by an Auditing Party during an audit within a
reasonable time period. The corrective actions planned by Supplier and, upon Infineon’s
request, the status of their performance shall be communicated by Supplier to Infineon.
9.5.
Without prejudice to Infineon’s right to require on-site audits as stated above, Supplier shall,
upon Infineon’s request, provide to Infineon information and data required by Infineon in order
to verify Supplier’s compliance with the requirements stated in Sections 4. to 7. of this PS A
based on a questionnaire submitted by Infineon to Supplier in written or electronic form.
10.
Confidentiality
10.1.
Supplier and Infineon shall use all information which they receive in connection with this PS A
and which has been marked as confidential or with a similar legend only for the purposes of
this PS A and they shall keep this information confidential to third parties with the same
degree of care as they use with respect to their own confidential information but with no less
than reasonable care. For the purpose of this Section 10., Affiliates and consultants of
Supplier or Infineon shall not be considered third parties. This obligation shall survive the
expiration or termination of this PS A for a period of 3 (three) years. This obligation shall not
apply to any information insofar and to the extent as such information (i) is or becomes public
knowledge; (ii) is independently developed; (iii) is lawfully received from a third party; or (iv) is
required to be disclosed to comply with legal mandatory requirements, a judicial or official
order or decree, provided that written notice of such judicial action was given by the receiving
party to the disclosing party within 30 (thirty) days after notice of the same was received by the
disclosing party, or prior to production of the confidential information, whichever is earlier.
10.2.
Supplier understands that the following information is deemed to be confidential information of
Infineon irrespective of any related mark: (i) this PS A and any Annexes hereto; and (ii) any
technical and/or commercial information received by Supplier from Infineon in whatever form
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under or in connection with this PS A and any Annexes hereto and/or the Frame Agreement
for the Purchase of Material, including without limitation information relating to its business,
facilities, products, services, techniques and processes in form of oral disclosure,
demonstration, device, apparatus, model, sample of any kind, computer software (including,
but not limited to, source code and documentation), magnetic medium, document,
specification, circuit diagram, or drawing (including but not limited to information of a general
nature) and visual observation of the aforesaid.
11.
Reference Standards, Norms and Manuals
Supplier shall comply with all standards, norms and manuals including without limitation ISO
standards, JEDEC standards and manuals of the AIAG as referenced to in this PS A, always
in their most current version.
12.
Term and Termination
12.1.
This PS A shall come into effect with the Effective Date and shall run for an unlimited period of
time. This PS A may be terminated by either Supplier or Infineon upon at least 6 (six) months
prior written notice by the end of each calendar year.
12.2.
Upon termination or expiration of this PS A, Supplier shall provide Infineon without undue
delay with any records (documents and electronic data), including any copies thereof, which
Supplier has obtained or created in connection with the performance of its obligations under
this PS A insofar as legally permitted. Supplier shall explicitly confirm to Infineon that all
records created by or stored with Supplier in this regard have been completely deleted.
12.3.
In the event of a termination of this PS A, this PS A shall continue to apply to any Purchase
Order which has been concluded before termination of this PS A. A termination of a Purchase
Order shall not affect this PS A which shall remain in effect unless this PS A has been
terminated in accordance with this Section 12.
13.
Dispute Resolution and Substantive Law
Details of this chapter depend on location, where the contract partners of the PS A are
located.
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14.
Miscellaneous
14.1.
The effectiveness of this PS A shall not be impaired if any provision of this PS A should be
completely or partially invalid or unenforceable. In this case, Supplier and Infineon shall agree
on a provision that meets the economical intention of the invalid or unenforceable provision.
14.2.
All changes and amendments to this PS A shall only be valid if made in writing and signed by
Supplier and Infineon. Any waiver of this requirement for the written form shall likewise be in
writing.
14.3.
If any provision of this PS A is held to be, completely or partially, invalid, illegal or
unenforceable under applicable law the remaining provisions shall continue to be in full force
and effect. Infineon and Supplier undertake to replace the invalid provision or parts thereof by
a new provision which will meet as closely as possible the economic effect intended by the
Infineon and Supplier at the time of the execution of this PS A.
14.4.
Supplier shall not make any public announcement, press release, industry trade magazines
announcement or other form of communication to the press indicating the selection of a
Supplier and system model by Infineon without prior written consent of the purchasing
department and the public relations manager of Infineon.
14.5.
None of the rights and remedies granted to Infineon under this PS A shall be exclusive and
prevent Infineon from rights and remedies granted under governing law.
14.6.
Neither party may assign this PS A or any Purchase Order, delegate its obligations or assign
its rights hereunder without the prior written consent of the other party, which consent will not
be unreasonably withheld.
14.7.
This PS A shall entirely replace any purchase specification(s) part A of Infineon agreed
between Supplier and Infineon before the Effective Date.
Infineon Technologies AG
_________________________________
Date: ________________
Date: ___________________
By:_______________________________
By:_______________________________
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Name:
Name:
Title:
Title:
By:_______________________________
By:_______________________________
Name:
Name:
Title:
Title:
List of Annexes:
Annex 1 - Requirements for Certificates of Analysis/Compliance
Annex 2 - Change Procedure
Annex 3 - Dispatch Note Requirements
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Annex 1 – Requirements for Certificates of Analysis/Compliance
Data Content
Max. Length
specification details as agreed in PS C
-
Data Type
-
measurement result (mean, standard deviation, MIN, MAX, unit)
including given values of PS C (MIN, (target), MAX, unit)
unit
material description (supplier's term for product)
quality designation, if applicable
product code of the supplier
name of the supplier
order number
order item
corresponding PS C number
dispatch note number
lot code
delivered quantity/lot (or wafers essential on the top of the boxes)
6
25
10
5
25
16
10
-
CHAR
CHAR
CHAR
NUMC
CHAR
CHAR
CHAR
-
expiration date of lot (manufacturing date if no expiration date can be
reported)
CoC obligated
8
-
DATS (YYYYMMDD)
-
note about the use of special measurement devices for the delivery (e.g.
temperature recorder)
test shop expiration date (TÜV), if applicable
remark
8
-
DATS (YYYYMMDD)
-
Legend:
CHAR ... character string within SAP dictionary -> alphanumeric
NUMC ... long character field within SAP dictionary -> numeric only !
DATS ... date within SAP dictionary
Unless otherwise communicated by Infineon or the relevant Affiliate of Infineon, Supplier shall submit
the CoA/CoC to the following e mail addresses, depending on the location/Affiliate of Infineon
purchasing the Material from Supplier or its Affiliate(s):
1. Infineon Technologies AG, Regensburg: CofC.RbgW@infineon.com
2. Infineon Technologies Austria AG: CofCVi@infineon.com
3. Infineon Technologies (Kulim) Sdn. Bhd: CofCKm@infineon.com
4. Infineon Technologies Dresden GmbH: CofCDrs@infineon.com
5. Infineon Technologies (Wuxi) Co., Ltd: WUX-WUX-S-Certificate-U@infineon.com
6. Infineon Technologies (Malaysia) Sdn Bhd : QMCertificate.R-MAL@infineon.com
31
CONFIDENTIAL
For other Affiliates of Infineon purchasing Material from Supplier or its Affiliate(s), Infineon or the
relevant Affiliate of Infineon will communicate to Supplier or its Affiliate(s) the relevant e mail
addresses to which the CoA/CoC shall be delivered to.
32
CONFIDENTIAL
Annex 2 – Change Procedure
1.
Modifications, Change Notification Periods
Modification (Major
Change)
2.
Change
Minimum Supply Period of
Notification
unchanged Material after
Period
Sample Provision
Content of Change Notifications

Subject of Major Change

Material affected by Major Change

Reason for Major Change

Description of Major Change

FMEA

Qualification report

Timeline with information on
-
Sample availability
-
Production release
-
Planned date of first delivery of changed Material
33
Deviations from the
approval requirement
according to Section
4.10. of the PS A
CONFIDENTIAL
Annex 3 – Dispatch Note Requirements
Data content
material description (supplier term)
quality designation, if applicable
product code of the supplier
Comment
acc. to product data
sheet
acc. to PS C
acc. to product data
Max.
Length
Data Type
-
-
-
-
25
CHAR
for customs purpose
2 or -
NUMC
for customs purpose
2 or -
NUMC
customs tariff number (HS code)
for customs purpose
-
-
INCOTERMS (actual version)
acc. to Infineon PO
-
-
name of the supplier
-
35
CHAR
SAP number of the supplier at Infineon
acc. to Infineon PO
10
CHAR
name of the orderer (contact at Infineon)
acc. to Infineon PO
-
Infineon Purchase Order number
acc. to Infineon PO
10
CHAR
Infineon Purchase Order Item
acc. to Infineon PO
5
NUMC
orderer’s plant
acc. to Infinneon PO
30
CHAR
shipping date
-
8
ship-to adress
acc. to Infineon PO
-
country of origin (ISO Alpha code -> max. 2
digits or free text)
shipped from country (ISO Alpha code ->
max. 2 digits or free text)
sheet
total quantity in order units
quantity:
acc. to Infineon PO
units:
-
DATS
(YYYYMMDD)
-
13
NUMC
3
CHAR
13
NUMC
3
CHAR
quantity and net weight or volume per
packing unit
quantity/net weight:
acc. to Infineon PO
units:
Legend:

CHAR ... character string within SAP dictionary -> alphanumeric

NUMC ... long character field within SAP dictionary -> numeric only

DATS ... date within SAP dictionary
34
CONFIDENTIAL
Max.
Data content
Comment
gross weight
-
-
-
net value
for customs purpose
-
-
dispatch note number
-
preferential status flag
Yes or No
-
-
preferential status declaration
only in case of “Yes”
-
-
attached packing list
10
will be accepted
8
Length
16
lot code, quantity delivered, and expiration per
lot
lot code:
expiration date
Export list number (for each item)
ECCN (Export Control Classification Number)
for deliveries from
Europe
for all deliveries
Data Type
CHAR
CHAR
DATS
(YYYYMMDD)
-
-
-
-
-
-
special transportation conditions such as
obligation to use temperature recorders
and/or shock and tilt indicators, including the
number of recorders enclosed with the
effective outer
identification
delivery
test shop expiration dates, if applicable
container ID numbers, if applicable
contact at Supplier
phone, fax number and e-mail address of the
Supplier
remark
German: TÜV
if defined by PS part
8
DATS
(YYYYMMDD)
-
-
name
-
-
-
-
-
-
-
-
B (or equivalent)
Legend:

CHAR ... character string within SAP dictionary -> alphanumeric

NUMC ... long character field within SAP dictionary -> numeric only

DATS ... date within SAP dictionary
35