质量保证协议Quality Assurance AgreementRailway Vehicle Industry Contract No.：Seller Signature：Content1 GENERAL (4)2 SELLER QUALIFICATION (4)2.1Q UALITY S YSTEM (4)2.2W ELDING C ERTIFICATE (5)2.3O THER Q UALIFICATION (6)3 QUALITY PLANNING (6)3.1Q UALITY P LAN (6)3.2C ONTRACT K ICK-OFF M EETING (6)3.3D ESIGN C ONTROL (7)3.3.1 Design Review (7)3.3.2 Design Validation (8)3.3.3 Interface Management (8)3.3.4 Technical Change (8)3.3.5（FMECA） (9)3.3.6RAMS Analysis (9)4 SOFTWARE (9)5 FIREPROOF (10)6 RECORD ARCHIVES (10)7 PURCHASING (11)7.1S UB-CONTRACT OF S ELLER (11)7.2S UB-SUPPLIER L IST OF S ELLER (11)7.3M ONITORING TO SELLER’S SUB-SUPPLIER BY B UYER (11)Contract No.：Seller Signature：8 PRODUCTION (11)8.1S TART W ORK R EVIEW (11)8.2S PECIAL W ORK P ROCESS (12)9 INSPECTION & TEST (12)9.1G ENERAL OF I NSPECTION AND T EST (12)9.2I NSPECTION AND T EST P LAN (14)9.3I NSPECTION &T EST I NSTRUCTION (15)9.4I NSPECTION R ECORDS &T EST R EPORT (15)9.5I MPLEMENTATION OF I NSPECTION AND T EST (16)9.6（FAI） (17)9.6.1 Pre-condition of FAI (17)9.6.2 FAI Implementation (17)9.7R ELEASE I NSPECTION (18)10 PACKAGING (18)11 DELIVERY (19)12 PRODUCT IDENTIFICATION AND TRACEABILITY (19)12.1P RODUCT I DENTIFICATION (19)12.2T RACEABILITY (20)13 NON-CONFORMITY MANAGEMENT (20)14 LIABILITY (21)15 ACCESS RIGHT, SITE SUPERVISION, PROCESS AUDIT (21)16 AFTER-SALES SERVICE (22)17 LIABILITY FOR BREACH OF CONTRACT (23)18 DISPUTE SETTLEMENT (27)Contract No.：Seller Signature：1 GeneralIn order to promote the supply and demand relations effectively, further clarify the responsibility of both the supply and the demand parties, meet the procurement business contract (hereinafter referred to as the contract) and technical specification requirement, to ensure that the requirements of the railway and urban rail transport security, comfort and on the dot operation, this agreement was formulated specially.The enterprises those who are willing to become railway vehicle Co., Ltd. qualified supplier, must sign the quality assurance agreement, and strictly comply with them, or can't be company qualified supplier.2 Seller Qualification2.1 Quality SystemThe seller should be approved by the state certificated third part ISO9001:2008(or the equal standard) quality management system certificate, or the pass the other quality management system certificate, such as TS16949, IRIS etc. When the buyer need or required additionally in contract and/or technical specification, the seller should pass the related professional quality management certification, such as EN15085, DIN6701 etc.The quality management system is applied for various stage of the provided product realization by sellers.The seller should establish corresponding quality management system and maintain the validity of the QMS before sign the assurance agreement. As well has to pass the certification audit by the state approved third party and get the corresponding certificate, and maintain the validity of the certification.The establishment, utilize and third party certification has to be finished before the sign of this agreement. During sign the agreement, the seller has to provide a valid latest version QMS certificate (copy is ok). Within the effective period of the contract,Contract No.：Seller Signature：if the certificate changed, the seller should provide the latest version certificate to the buyer (copy is ok).When the seller’s QMS certification scope does not include its provided product, the buyer is entitled to organize or authorize the third party to implement special QMS audit to determine whether the seller has the capability to provide qualified contracted products, and also entitled to suspend or cancel contract acc. to the audit status. The audit expense will be borne by seller.2.2 Welding CertificateWhen the product involves welding process, no matter the welding work process was borne by the seller itself or authorized to the seller’s subcontractor by seller, the seller has to pass the corresponding level EN15985 “railway application-railway vehicle and components welding” certification, obtain the certificate and maintain its validity. When authorizes to the subcontractor of seller, the subcontractor of the seller should pass the corresponding EN15085“railway application-railway vehicle and components welding” certification, obtain the certificate and maintain its validity.The seller or its subcontractor (only when seller authorize to its subcontractor) should equipped with sufficient quantity welding engineers who have qualification, welder and welding supervision engineer, implement supervision, inspection and test during the welded product realization of the manufacturing process.The seller should provide the valid latest version EN15085 welding system certificate (copy is ok) to buyer. Within the effective period of the contract, if the certificate changed, the seller should provide the latest version certificate to the buyer (copy is ok).When the seller’s EN15085 certification scope does not include its provided product, the buyer is entitled to organize or authorize the third party to implement special welding quality audit to determine whether the seller has the capability to provide qualified contracted products, and also entitled to suspend or cancel contract acc. to the audit status. The audit expense will be borne by sellerContract No.：Seller Signature：2.3 Other QualificationThe seller has to obligation to obtain the other certificate, proof and qualification records and state or industry required compulsory certificate which regulated in the contract or technical specification by the buyer.3 Quality Planning3.1 Quality PlanThe seller should make quality plan acc. to contract or technical specification requirements, the contract and form of the quality plan should meet ISO10005:2005 standard. The plan should be basic on detail manufacturing and inspection plan. All listed supply scope in the contract and technical specification should be included in the quality plan.The quality plan should be approved by buyer before the fist article production or 30 natural days whatever occurs first) after the contract was signed.To the suggestion of the quality plan which the buyer proposed, the seller should implement necessary modification and re-provide to buyer after 14 natural days from receive seller’s modification suggestion, until the quality plan was approved. To the quoted seller’s quality system documents (if there’s work procedure, management system etc.) in the quality plan, the buyer have right to require the seller to provide it for audit when they think it’s necessary; have right to propose related suggestions, the seller should implement necessary change to the involved documents and implement acc. to updated documents during the contract implementation period.3.2 Contract Kick-off MeetingWith 15 natural days after the contract signed and put into effect or regulated in the technical specification additional, acc. to the technical complexity of the purchase product, the buyer is entitled to require the seller to hold contract kick-off meeting inContract No.：Seller Signature：seller’s location or the agreed location by both parties.The contract kick-off meeting includes but not limit the following contents, the supply and demand party should confirm acc. the contract actual status:a）Both parties confirm the interface and information transfer procedure together.b）Review the contract item by item to confirm both parties have the consistent understanding.c）Review the project plan, project implementation master plan, development process note review pland）Evaluate the delivery delay risk and quality risk, analyze the influence of technical transfer to project schedulee）Review the first article trial production plan, localization plan, seller product quality dept etc.3.3 Design ControlBefore signing the contract, the seller has obligation to review the obtained contract, technical specification and related technical documents from the buyer. If there’s any error or omission, should inform the buyer in written form in time and require the buyer to amend the contract or the give explanation to the unclear or incomplete content. The buyer should give in time response to the seller’s suggestion.3.3.1 Design ReviewThe seller carry out the contract product design and development (including joint design and secondary development), the seller shall implement the design review process according to the buyer requirements, the buyer is entitled to acc. to demand to take part in the design review process.If the buyer needs the seller to execute special form design review (such as design & quality), it should be negotiated by both parties.Contract No.：Seller Signature：3.3.2 Design ValidationThe seller should implement design validation group, the design validation result should be accepted by the buyer in written form. The buyer is entitled to take part in the design validation acc. to its demand.The seller should acc. to contract requirement and technical specification to create all necessary documents, drawing, calculations and analysis etc.. And the buyer should acc. to the contract requirement and technical specification or the agreed period to submit it for the buyer’s approval.3.3.3 Interface ManagementThe seller should carry out interface management during design and development process. The interface management should cover the regular items (such as mechanical interface, electrical interface, EMC etc.) in of buyer and seller and seller’s subcontractor interface. After the contract was signed and take into effect, the seller should create the interface documents within 4 weeks, identify all the interfaces, point out the partner of the interface, list related specific specification and establish the joint of inspection & test plan as well. The interface document has to be reviewed and approved in written form by whom is related with the interface. The interface documents should be agreed between buyer and seller, and the agreed interface document should be approved in written form by buyer.3.3.4 Technical ChangeThe seller should establish the process to clarify the change process management, the seller should keep a technical change list to ensure the effective identification of change, and implement appropriate review, verification and confirmation to technical change. The review of technical change should include: evaluate the influence of theContract No.：Seller Signature：technical change to the components of product and delivered product. And obtain the approval from buyer before implementation. The related records of technical change should be kept.3.3.5（FMECA）The seller should implement FMECA within the design and development framework of the provided product, acc. to contract or technical specification requirement or agreement of both parties, the seller should submit the analysis data to buyer for vehicle analysis preparation; specific requirement implement acc. to contract and technical specification.3.3.6RAMS AnalysisThe seller should acc. to contract or technical specification requirement to implement RAMS analysis, and provide the analysis report to buyer. Details should acc. to contract and technical specification to implement.4 SoftwareWhen the contract products include software, the seller should acc. to contract and technical specification requirement or supply and demand parties agreement, and EN50128 to implement software management.The seller should acc. to contract and technical specification requirement or supply and demand both parties agreement to make software quality management plan which used for software supply and service, and get written form approval from buyer within 60 natural days after the contract signed and took into effect or acc. to contract and technical specification requirement or within the agreed period by supply and demand parties.The plan should describe the used organization and approach which ensure software meet the agreed quality requirement during the process of seller creating and verifying software. The plan should include: software module test, the deadline ofContract No.：Seller Signature：comprehensive test and function test during software in the simulation lab.The buyer shall have the right to propose suggestion to the content of plan, they seller shall be fully considered and acc. to the buyers suggestion to carry out necessary adjustment. And re-provide to buyer after 14 natural days from receive seller’s modification suggestion, till the quality plan was approved.The seller shall acc. to contract and technical specification requirement or the supply and demand both parties agreement to definite the items of quality control, inspection and test during the software development process. The seller shall invite buyer to participate in the corresponding note, when it’s necessary, the buyer shall have right to invite the third party implement supervision to the software development. When it’s not required in contract or technical specification requirement, all expense of inviting the third party for supervision will be borne by seller.5 FireproofThe seller shall acc. to contract or technical specification requirement to implement product fireproof requirement, and provide the non-metallic material list, fireproof rating form and fireproof certificate for buyer’s confirmation.Unless there’s additional regulation in contract or technical specification, the seller should choose test institute who has qualification to implement related fireproof property test, the selected test institute should be declare to buyer and get buyer’s written form agreement during sign of technical specification.6 Record ArchivesThe seller should have necessary description to the category, scope and retention period of quality records in the quality system documents. Unless there’s additional regulation in contract or technical specification, the seller is bound to keep quality records for at least 20 years after products were delivered, but not beyond the regulated life span of contract product.Contract No.：Seller Signature：7 PurchasingThe seller shall ensure that all buyer’s requirements have been transferred andcan be implemented (include but not limited in related quality system requirement,inspection and test, incoming inspection, when necessary, audit to subcontractor) byits subcontractor.7.1 Sub-contract of SellerFor the work which should be completed by seller is not allowed to subcontractwithout prior written form approval of buyer.7.2 Sub-supplier List of SellerThe seller shall provide the main subcontractor list of its purchased productsafter contract was signed and before FAI. The list at least shall include the supplier’sbasic information overview, qualification and supply performance etc. information.The buyer shall have to right to put forward doubt to the subcontractor qualification,and the seller should fully affirm its qualification, when necessary, replace with thesupplier who can meet the buyer qualification requirement.7.3 Monitoring to seller’s sub-supplier by BuyerThe buyer shall have right to take part in the subcontractor assurance capacityreview, FAI, on-site supervision audit etc. which organized by seller.8 Production8.1 Start Work ReviewBefore production, the seller shall implement comprehensive review to thepreparation status of production components, provide start review report to buyer foraudit. The buyer shall have right to put forward suggestion and verify the content of Contract No.：Seller Signature：the start review report. As well the seller should ensure that during the whole project implementation process all components is consistent with the status of start review.8.2 Special Work ProcessThe seller internal special process list( include but not limit in welding, nondestructive test, powder coating, casting, forging, heat treatment, electrical plating, glueing, adhesive and terminal crimping etc.)and quality control method(include but not limit in personnel qualification requirement, raw material and parts requirement, environment requirement, construction process control procedure, equipment requirement, inspection and test requirement) should be provided to buyer for review, after obtaining the buyer written approval, then it’s allowed to start production.9 Inspection & Test9.1 General of Inspection and TestThe seller should acc. to contract and technical specification requirement to implement inspection and test and ensure the contract product meet requirement. The buyer and final user shall have right to implement supervision and inspection to the production process of product provided by seller.If the buyer think it’s necessary, the seller shall implement inspection and test within the vehicle scope at buyer or final user location, test expense should be borne by seller.When the buyer take part in inspection and test, the seller should inform buyer in written form in a reasonable period before the inspection and test, and confirm the final inspection and test implementation date by both parties. PRC overseas( includes Hongkong, Macao, Tanwan etc. area) at least in advance 28 work days, in PRC ( excludes Hongkong, Macao, Tanwan etc. area) at least in advance 10 workdays.Contract No.：Seller Signature：During inspection and test, when found the product quality does not meet thecontract and/or technical specification regulation (include the package unsuitable etc.),the buyer shall have right to put forward suggestion, the seller should fully considerand implement action to ensure the delivered product quality.If there’s any change of delivered contract product, the seller should implementall necessary inspection and test to the changed product.The seller should be borne all the expense (include travel expense of buyerjourney, corrective action and repeat measurement expenses) caused by failure ofinspection and test and be responsible for it. Due to seller’s responsibility not meet therequirement and result in buyer implement any repeated inspection and test, all costcaused cost will be borne by seller.The buyer shall have right to obtain all inspection and test document (testrecords/test report/inspection certificate etc.) of contract product, unless there’sadditional requirement in contract or technical specification, all provided inspectionand test document and related records by seller should be Chinese version or Chineseand English version.The seller shall provide related product and service records, detail records shouldinclude but not limited in the following contents:a）type test reportb）routine test reportc）dimension and manufacturing process inspection reportd）welding seam(X ray and penetration test) inspection reporte）Special process confirmation ( such as : surface treatment, welding andadhesive) reportf）Material and fireproof test reportg）shock and vibration resistant test reporth）resistant of climate change test reportContract No.：Seller Signature：i）type test report after component change( if have)9.2 Inspection and Test PlanThe seller should make inspection and test plan before production or within 4 weeks after signed the contract and take into effect (whichever occurs first). Inspection plan should cover all regulated product and service which agreed(if have) in contact and technical specificationThe inspection and test plan should be approved by buyer in written form. The buyer shall have right to put forward suggestion, the seller should acc. to buyer’s suggestion to implement necessary adjustment to the plan. And re-provide it to buyer within 14 natural days after receive the buyer’s suggestion, till the plan approved by buyer.The approved inspection and test plan, as the basis of all inspection and test and related documents, any change of the inspection and test plan have to be implemented after negotiation with buyer and get its written approval.Inspection and test plan at least should include the following contents:a）process flow chartb）Inspection and test category (type test, routine test, FAI, batch acceptance)c）Inspection and test objective (name, drawing No. and article No.)d）Inspection item and test planninge）basis documents ( necessary doc. , drawing)f）used test records by internal and userg）the executive dept or related party of inspection and testh）inspection and test items taken part in by buyer and useri）After the inspection and test plan approved by buyer, the buyer will take part in the listed items in the inspection and test planContract No.：Seller Signature：9.3 Inspection & Test InstructionThe seller should create inspection and test instruction of every item listed in the inspection test plan, include type test and routine test.The inspection and test instruction should include but not limited the following contents:a）scope and purposeb）the hardware and software which consist of test equipmentsc）the measure instrument and sampled）the detail description of inspection and test methode）the data obtain and analysis methodf）Inspection and test documents which have traceabilityg）acceptance and reject standardh）Inspection time, location, inspectorThe inspection and test instruction should obtain buyer written approval in advance 30 natural days before test.9.4 Inspection Records & Test ReportThe inspection records shall specify the corresponding relation with product each other clear, record the comparable data, actual data, and tolerance of performance parameter, any nonconformities shall be recorded.The test report shall at least include the following contents:a）test basis;b）location, data, person in charge ；c）type of inspection and test ；d）Procedure；Contract No.：Seller Signature：e）Equipment of inspection, measure and test；f）test condition, configuration, environment( eg. temperature)；g）test result；h）Conclusion and advice；Type test report and first article routine test report should be provided to buyer within 14 natural days after test was finishedThe seller should provide product or system certificate which accord with EN10204 standard 3.1 term requirement.The regulated retention period in Chapter 6 is applied for the inspection and test document which regulated in inspection and test plan.9.5 Implementation of Inspection and TestUnless otherwise stipulated in the contract or technical specifications, when buyer may wish to participate in a quality control and inspection /test process, need to request seller in advance, acc. to the agreed schedule to implement. If the seller implement in advance without written notice to buyer, the buyer shall have right to request re-implement related processes, and the related expense shall be borne by seller.The seller shall provide necessary support to the preparation and implementation of inspection and test.When the buyer need, the seller shall provide to the buyer the suitable inspection and test location, the necessary measurement charts, inspection and test procedures, measuring and test equipment and other necessary resources.The seller must carry out inspection and measuring work, and ensure that the inspection and test be implemented by the qualified personnel, these staff should have necessary knowledge and skill for the inspection preparation and inspection, evaluation test and report creation.Contract No.：Seller Signature：9.6（FAI）9.6.1 Pre-condition of FAIThe FAI product must be produced under batch production condition.Quality plan, inspection and test plan has already been submitted and approved by the buyer.Product design has been frozen, drawings and technical specifications has been submitted to buyer design dept for confirmation.The welding qualification and welding document has been confirmed by buyers.Project contract and required test in its accessories has been completed, and the test report has been submitted to buyer.Type test planning has been approved by buyer and (or) stated related dept, and the type test report has been confirmed by buyer, for the delay of type test has to be approved by buyer.The stipulated routine test planning has approved by buyer and state related dept, and the routine test has been completed, and routine test report has been confirmed by buyer.The seller’s pre-FAI has been finished, and the existing problem has been solved, and the report has been submitted to buyer.9.6.2 FAI ImplementationThe seller should ensure that the quality status of batch production product is consistent with the first article. The seller should submit the written form FAI application to buyer in advance 20 natural days before FAI; and submit all related documents listed in the term 9.6.1 of the agreement. After the buyer review all submitted documents and proof and confirm that there’s FAI condition, only the seller receive the written form notice form buyer, then can implement FAI, otherwise theContract No.：Seller Signature：FAI can’t be implemented.The product which didn’t pass the welding FAI by buyer, any process such as painting and anti corrosion which influence the FAI can’t’ be implemented.The buyer shall not receive the batch product which didn’t pass the FAI.If due to the seller’s responsibility and the FAI not passed, all expense (include the travel expense of buyer related staffs) caused in the re-FAI will be borne by seller.9.7 Release InspectionWhether need to implement release inspection or not will be confirmed by contract and /or technical specification. If the contract and technical specification is unclear, whether need release inspection or not will be decided by buyer.Before the delivery of the products which need the release inspection, the seller should apply and pass the release inspection. The buyer shall have right to reject the product which not implement or pass release inspection.The release inspection application should be submitted to buyer in advance 7 natural days before delivery date of every batch.The seller should make separate quality certificate in every release inspection application. The quality certificate content shall be consistent with the product in the packing list.Only when all inspection, test and non-conformity of product was solved efficiently, then buyer can make release quality certificate.10 PackagingPacking confirmation as one of the FAI items, the buyer shall have right to put forward reasonable opinion, the seller should fully considered and implement necessary action to ensure meet buyer’s requirement.Contract No.：Seller Signature：The packing confirmation of buyer will not cause the transfer of quality responsibility.The buyer has right to reject the provided product if the packing not meet buyer’s requirement.11 DeliveryDuring product delivery, the seller shall submit the following documents under the premise that it is conformity with contract requirement:Declaration of conformity which is conformity with term3.1of DINEN10204;Quality records and test report (the item put forwarded by buyer acc. to inspection and test plan the content)Technical change implementation list (especially the change from buyer)If individual or some of the delivered product has defects, the buyer shall have right to reject the whole batch of product.12 Product Identification and Traceability12.1 Product IdentificationThe product which will be provided to buyer, the seller should use the unique identification. The seller should provide a detail identification and traceability control plan to buyer for confirmation.The identification of product must be clear and permanent. The position of the identification should be in clear position and is not easy to be moved and removed.Unless otherwise stipulated in contract and/or technical specification, the identification language should be Chinese or Chinese and English.The identification should at least include the following contents:a）Product name, manufacturer, production date;Contract No.：Seller Signature：。