1. The Terms and Conditions of Purchase of XENON Automatisierungstechnik GmbH (hereinafter referred to as XENON) shall apply exclusively. We do not recognise any terms and conditions of the supplier that conflict with or deviate from our Terms and Conditions of Purchase, unless we have expressly agreed to their validity in writing. Our Terms and Conditions of Purchase shall also apply if we accept the supplier’s delivery without reservation whilst being aware of the supplier’s terms and conditions that conflict with or deviate from our own.
   
   
2. All agreements made between XENON and the Supplier for the purpose of executing this contract must be set out in writing in this contract.
   
   
3. Our Terms and Conditions of Purchase apply only to businesses within the meaning of Section 14 of the German Civil Code (BGB).
   
   
4. Our terms and conditions of purchase shall also apply to all future transactions with the supplier.

1. Unless otherwise agreed, XENON shall pay the purchase price net within 30 days with a 2% discount or within 60 days. Deviating terms of payment shall only be accepted with our express consent. Payment is subject to the verification of the invoice.
   
   
2. The payment period shall commence as soon as the delivery or service has been fully performed and the correctly issued invoice has been received. A cash discount deduction shall also be permissible if we set off claims or withhold payments of a reasonable amount due to defects. In this case, the payment period shall commence after the defects have been fully rectified.
   
   
3. The prices confirmed in the order confirmation are binding. Subsequent corrections are only possible with prior written consent.
   
   
4. Value added tax must always be shown in quotations.

1. Order confirmations must be issued within a maximum of 3 working days. Any individual items in the order confirmation must be clearly assigned to our order items. Our order number and our material/part number must always be stated. This also applies to all subsequent documents (delivery note, invoice).
   
   
2. The delivery date specified in the order is fixed. Consequently, any delay, even without an express reminder, shall constitute a breach of contract.
   
   
3. The supplier is obliged to notify XENON immediately in writing if circumstances arise or become apparent to them which indicate that the agreed delivery time cannot be met.
   
   
4. Partial deliveries are generally not permitted and require the purchaser’s approval. Similarly, excess or short deliveries are only permitted if expressly agreed.
   
   
5. In the event of partial deliveries not agreed in the contract, the Supplier shall bear the additional costs incurred in relation to transport, packaging, etc. XENON is entitled to set off any additional costs against the Supplier’s claims. The partial deliveries are not to be regarded as separate transactions in their own right and are not to be invoiced separately.

1. The parties agree that XENON’s incoming goods inspection shall primarily relate to externally visible transport damage and to verifying that the quantity and identity of the ordered products are correct, at least on the basis of the delivery documents. Any complaints identified during this process shall be reported immediately. The Supplier is aware that XENON may only identify and give notice of further defects in the course of its normal business operations – of which the Supplier is aware. The Supplier shall accept such notices.
   
   
2. XENON is entitled to the full statutory warranty claims. Irrespective of this, XENON is entitled to demand that the supplier rectify the defect or deliver goods free from defects. In this case, the supplier is obliged to bear all expenses necessary for the purpose of rectifying the defect, in particular transport, travel, labour and material costs. The right to full compensation is expressly reserved.
   
   
3. If a material defect becomes apparent within 6 months of delivery, it shall be presumed that the material defect was already present at the time of transfer of risk, unless this presumption is incompatible with the nature of the defect.
   
   
4. The warranty period is 2 (two) years, calculated from the date of receipt of the goods. Any deviations from this warranty period, as well as regarding the scope and place of acceptance, must be agreed individually.
   
   
5. XENON expressly points out that the purchased items are used in production facilities that operate predominantly round the clock and, in some cases, unmanned. Consequently, this may, under certain circumstances, lead to substantial claims for damages. XENON therefore reserves the right, in individual cases, to request  information from the supplier regarding the level of public liability insurance cover for damages arising from defects or product liability.

1. The supplier is responsible for compliance with the REACH Regulation (EC 1907/2006) in its current version, in relation to goods supplied to XENON, including packaging.
   
   
2. The supplier must fully comply with environmental requirements under German and European law, including EC Directive 2011/65/EC “Restriction of the use of certain hazardous substances in electrical and electronic equipment” (RoHS) and subsequent directives.
   
   
3. The Supplier undertakes to comply with the requirements regarding conflict minerals set out in the current version of the “Dodd-Frank Act”. If certain raw materials such as tantalum, tungsten, tin or gold are required during production or for the functioning of the products supplied by the Supplier, their origin must be specified. Upon request, the Supplier must provide the necessary documentation regarding the use and origin of conflict minerals in full and without delay.
   
   
4. The supplier is responsible for complying with all specific legal requirements currently applicable to them.
   
   
5. XENON strictly adheres to its Code of Conduct, in particular the commitment to human rights set out therein. The supplier is obliged to accept this Code of Conduct and to act in accordance with it, or to declare its own Code of Conduct. The latest version of the XENON Code of Conduct can be viewed at any time at www.xenon-automation.com.
   
   
6. Declarations of conformity, legal acts and harmonised standards remain valid for at least six months after delivery.
   
   
7. The supplier shall provide XENON with the certificate of origin free of charge upon request, either in digital or physical form.
   
   
8. The supplier also undertakes to comply with all regulations – applicable at the time of delivery – specifically relating to their trade and/or industry.
   
   
9. The Supplier is obliged to inform XENON of any licensing requirements or restrictions on the export of its goods in accordance with German, European and US export and customs regulations, as well as the export and customs regulations of the country of origin of its goods. Furthermore, in the case of non-EU goods, the Supplier must provide the relevant proof of preferential treatment and, upon request by XENON, also submit proof of origin – either in digital or physical form.

1. Where XENON provides parts to the Supplier, XENON retains title to them. Any processing or transformation carried out by the Supplier shall be performed on behalf of XENON. If these goods subject to retention of title are processed with other items not belonging to XENON, XENON shall acquire co-ownership of the new item in the ratio of the value of the XENON item (purchase price plus VAT) to the value of the other processed items at the time of processing.
   
   
2. If the item provided by XENON is inseparably mixed with other items not belonging to XENON, XENON shall acquire co-ownership of the new item in proportion to the value of the goods subject to retention of title (purchase price plus VAT) to the other mixed items at the time of mixing. If the mixing takes place in such a way that the supplier’s item is to be regarded as the principal item, it is agreed that the supplier shall transfer co-ownership to XENON on a pro rata basis, in the amount of the value of the item supplied; the supplier shall hold sole ownership or co-ownership in trust for XENON.
   
   
3. The Supplier is obliged to keep all illustrations, drawings, calculations and other documents and information received strictly confidential. They may only be disclosed to third parties with our express consent. This confidentiality obligation is governed by a general confidentiality agreement of XENON.

1. Unless otherwise agreed, delivery shall be made CIP Dresden in accordance with the current version of Incoterms.
   
   
2. The transfer of risk generally takes place in accordance with Sections 446 of the German Civil Code (BGB); any deviations from this must be agreed individually. Title passes upon full payment of the purchase price at the latest.
   
   
3. Goods are normally accepted from Monday to Friday, 8:00 am to 3:00 pm. Any other times shall only apply subject to prior written agreement.

1. If the supplier is a trader, the place of jurisdiction shall be Dresden. However, XENON shall be entitled to bring proceedings against the supplier at the court for the supplier’s place of residence.
   
   
2. Unless otherwise agreed in writing, the place of performance is Dresden.
   
   
3. This contract shall be governed exclusively by the laws of the Federal Republic of Germany. The application of the UN Convention on Contracts for the International Sale of Goods is expressly excluded.

Should any provision of these Terms and Conditions of Purchase be invalid, become invalid or be unenforceable, this shall not affect the validity of the remaining provisions. The invalid or unenforceable provision shall be replaced by a provision that most closely approximates the legal and economic purpose of the invalid provision.