Supplier Quality Agreement Template

This Supplier Quality Agreement (the “Agreement”) is entered into as of [Effective Date] by and between:

Buyer: [Buyer Legal Name], with an address at [Address] (“Buyer”).

Supplier: [Supplier Legal Name], with an address at [Address] (“Supplier”).

Buyer and Supplier may be referred to individually as a “Party” and collectively as the “Parties.”

1. Purpose and Scope

1.1 Purpose. This Agreement defines quality requirements for products supplied by Supplier to Buyer (the “Products”).

1.2 Relationship to Other Documents. This Agreement supplements: ☐ Master Supply Agreement dated [Date] ☐ Purchase Orders ☐ Other: [Documents].

1.3 Order of Precedence. In case of conflict: ☐ This Agreement controls for quality matters ☐ Other: [Rule].

2. Quality Management System

2.1 QMS Requirement. Supplier will maintain a quality management system appropriate to the Products.

2.2 Standards (Optional). Supplier certifications/standards: ☐ ISO 9001 ☐ IATF 16949 ☐ AS9100 ☐ ISO 13485 ☐ Other: [Standard].

2.3 Training. Supplier will ensure personnel are trained and competent for assigned work.

3. Specifications and Acceptance Criteria

3.1 Specifications. Products must meet: drawings, specifications, BOMs, and requirements provided by Buyer (Exhibit A or PO).

3.2 Acceptance Criteria. Acceptance criteria include: [Performance, tolerances, cosmetic standards, packaging].

3.3 Samples and First Article (Optional). ☐ Required ☐ Not required. If required: [FAI/PPAP requirements].

4. Inspection and Testing

4.1 Supplier Inspections. Supplier will conduct inspections and tests necessary to confirm conformance.

4.2 Certificates (Optional). Supplier will provide: ☐ Certificate of Conformance (CoC) ☐ Test reports ☐ Material certs with each shipment (or upon request).

4.3 Buyer Receiving Inspection. Buyer may inspect Products within [__] days after receipt.

4.4 Nonconforming Detection. Supplier will implement controls to prevent shipment of nonconforming Products.

5. Traceability and Records

5.1 Lot Traceability. Supplier will maintain traceability by: lot/batch/serial number, as applicable.

5.2 Records Retention. Supplier will retain quality records for [__] years (or longer if required by law/industry).

5.3 Document Control. Supplier will control revisions and ensure current specs are used.

6. Packaging, Handling, and Shipping

6.1 Packaging Requirements. Supplier will package Products to prevent damage and comply with: [Packaging spec].

6.2 Labeling. Labels must include: [Part number, lot, quantity, date, country of origin].

6.3 Special Handling (Optional). [Temperature control, ESD, hazardous materials].

6.4 Shipping Notifications (Optional). Advanced shipping notice: ☐ Required ☐ Not required.

7. Change Control

7.1 Notice and Approval. Supplier must provide written notice and obtain Buyer approval before changes to:

• Materials or components

• Manufacturing process, tooling, or equipment

• Manufacturing location

• Key suppliers/sub-suppliers

• Software/firmware (if applicable)

• Packaging/labeling affecting form/fit/function

  7.2 Change Request Contents. Change request must include: reason, risk assessment, validation plan, and proposed effective date.

  7.3 Emergency Changes. Emergency changes allowed only with prompt notice and documented approval.

Materials or components

Manufacturing process, tooling, or equipment

Manufacturing location

Key suppliers/sub-suppliers

Software/firmware (if applicable)

Packaging/labeling affecting form/fit/function

7.2 Change Request Contents. Change request must include: reason, risk assessment, validation plan, and proposed effective date.

7.3 Emergency Changes. Emergency changes allowed only with prompt notice and documented approval.

8. Nonconforming Products and CAPA

8.1 Notification. Supplier must notify Buyer within [**] hours/days of discovering a nonconformance affecting shipped Products.

8.2 Containment. Supplier will implement containment actions immediately.

8.3 Corrective Action (CAPA). Supplier will provide a corrective action report within [**] days, including root cause and prevention plan.

8.4 Returns and Costs. Costs of nonconformance handled as: ☐ Supplier responsible ☐ Shared per: [Rule].

8.5 Deviation/Concession (Optional). Temporary deviations require Buyer written approval before shipment.

9. Audits and Access

9.1 Audit Rights. Buyer may audit Supplier’s facilities, processes, and records with [] days’ notice, no more than [] times per year (unless serious issues arise).

9.2 Regulatory Audits (Optional). Supplier will support regulatory/customer audits if applicable.

9.3 Access. Supplier will provide reasonable access to relevant areas and documents.

10. Sub-Suppliers

10.1 Flow-Down Requirements. Supplier will flow down applicable requirements to sub-suppliers.

10.2 Responsibility. Supplier remains responsible for sub-supplier performance and quality.

11. Warranty, Liability, and Recall Cooperation

11.1 Warranty. Supplier warrants Products conform to specs and are free from defects for [**] months from delivery (or as stated in the supply agreement).

11.2 Recall/Field Action. Supplier will cooperate with recalls or field actions and provide traceability data and support.

11.3 Insurance (Optional). Supplier will maintain product liability insurance of $[**].

12. Confidentiality

12.1 Confidential Information. Buyer’s specs, testing methods, and data are confidential.

12.2 Permitted Disclosure. Disclosure is allowed to sub-suppliers only as needed and under confidentiality obligations.

13. Term and Termination

13.1 Term. This Agreement begins on the Effective Date and continues while Supplier supplies Products to Buyer, unless terminated.

13.2 Termination. Either Party may terminate with [__] days’ written notice, subject to obligations for open orders and quality issues.

14. Miscellaneous

14.1 Governing Law. This Agreement is governed by the laws of [State/Country].

14.2 Notices. Notices must be sent to the addresses above.

14.3 Entire Agreement. This Agreement and referenced documents are the entire agreement regarding quality requirements.

14.4 Amendments. Amendments must be in writing and signed by both Parties.

14.5 Severability. If any provision is unenforceable, the rest remains effective.

14.6 Electronic Signatures. Electronic signatures are effective.

Signatures

By signing below, the Parties agree to this Supplier Quality Agreement as of the Effective Date.

Buyer: [Buyer Legal Name]

Authorized Signatory: [Name]

Title/Role: [Title]

Date: [Date]

Signature: ___________________________

Supplier: [Supplier Legal Name]

Authorized Signatory: [Name]

Title/Role: [Title]

Date: [Date]

Signature: ___________________________