General Terms and Conditions of Purchase
I. General - Scope of application
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 in the knowledge that the Supplier's terms and conditions conflict with or deviate from our Terms and Conditions of Purchase.
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 shall only apply to entrepreneurs within the meaning of Section 310 (1) BGB.
4. Our Terms and Conditions of Purchase shall also apply to all future transactions with the supplier.
II. Prices - Terms of payment
1. Unless otherwise agreed in writing, XENON shall pay the purchase price within 30 days with a 2 % discount or within 60 days. Deviating terms of payment will only be accepted with our express consent. Payment is subject to invoice verification.
2. The payment period shall commence as soon as the delivery or service has been provided in full and the properly issued invoice has been received. Discounts may also be deducted if we offset or withhold a reasonable amount of payment due to defects. In this case , the payment period shall commence once the defects have been fully remedied.
3. The prices confirmed in the order confirmation are binding. A subsequent correction is only possible with prior written consent.
4. Sales tax must always be shown in the offers.
III. Delivery time - partial delivery
1. Order confirmations are to be issued after 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 time stated in the order is binding.
3. The Supplier is obliged to inform XENON immediately in writing if circumstances occur or become recognisable to him which indicate that the agreed delivery time cannot be met.
4. Excess or short deliveries are only permitted after express agreement.
5. In the event of non-contractually agreed partial deliveries, the Supplier shall bear the additional costs incurred in relation to transport, packaging, etc. XENON shall be entitled to offset any additional costs against the Supplier's claims. XENON shall be entitled to offset any additional costs against the Supplier's claims. The partial deliveries are not to be assessed as a self-contained transaction and are not to be invoiced separately.
IV. Warranty claims - Inspection for defects - Liability for defects
1. XENON is obliged to inspect the goods for any deviations in quality or quantity within a reasonable period of time. The notice of defects shall be deemed timely if it is received by the Supplier within a period of fourteen working days, calculated from receipt of the goods or, in the case of hidden defects, from discovery.
2. We shall be entitled to the statutory warranty claims in full. Irrespective of this, we shall be entitled, at our discretion, to demand that the supplier rectify the defect or deliver a defect-free item. In this case, the supplier shall be obliged to bear all expenses necessary for the purpose of remedying the defect, in particular transport, travel, labour and material costs. The right to full compensation for damages is expressly reserved.
3. If a material defect becomes apparent within 6 months of delivery, it shall be assumed that the material defect w a s already present at the time of transfer of risk, unless this assumption is incompatible with the nature of the defect.
4. The warranty period is 2 (two) years from receipt of the goods, unless a longer period has been agreed in individual cases.
V. Legal requirements
1. The Supplier is responsible for compliance with the REACH Regulation (EC 1907/2006), as amended, in relation to goods supplied t o XENON, including packaging.
2. The supplier must fully comply with the environmental requirements in accordance with German and European law including the EC Directive 2011/65/EC "Restriction of
the use of certain hazardous substances in electrical and electronic equipment". equipment" (RoHS) and successor directives.
3. The supplier undertakes to comply with the requirements for 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 in the course of production or for the function of the products delivered by the supplier, their origin must be specified. Upon request, the supplier must provide the required documentation on the use and origin of conflict minerals in full and without delay.
4. XENON adheres strictly to its Code of Conduct, in particular the respect for human rights declared therein. The supplier is obliged to accept this code and to act accordingly 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/compliance.
5. Declarations of conformity, legal acts and harmonised standards are valid for at least six months after delivery.
6. The Supplier shall provide XENON with the certificate of origin free of charge upon request, either in digital or physical form.
VI. Provision - Design data - Confidentiality
1. If we provide parts to the supplier, we reserve title to these parts. Processing or remodelling by the supplier shall be carried out on our behalf. If our reserved goods are processed with other items not belonging to us, we shall acquire co-ownership of the new item in the ratio of the value of our item (purchase price plus VAT) to the other processed items at the time of processing.
2. If the item provided by us is inseparably mixed with other items not belonging to us, we shall acquire coownership of the new item in the ratio of the value of the reserved item (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 main item, it is agreed that the supplier shall transfer co-ownership to us on a pro rata basis in the amount of the value of the item provided; the supplier shall keep the sole ownership or co-ownership for us.
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 only with express consent. The confidentiality obligation is governed by a general confidentiality agreement.
VII. Incoming goods - Logistics
1. Unless otherwise agreed, delivery shall be made CIP Dresden in accordance with the current version of Incoterms.
2. Goods are generally accepted from Mon-Fri 8:00 - 15:00. Other times only apply by prior written agreement.
VIII. Place of jurisdiction - Place of fulfilment
1. If the supplier is a merchant, the place of jurisdiction is Dresden. However, we are also entitled to sue the supplier at the court of his place of residence.
2. Unless otherwise agreed in writing, the place of fulfilment is Dresden.
3. This contract shall be governed exclusively by the laws of the Federal Republic of Germany.
IX. Severability clause
1. Should individual provisions of these Terms and Conditions of Purchase be or become invalid or unenforceable, this shall not affect the validity of the remaining provisions. The invalid or unenforceable provision shall be replaced by a provision that comes closest to the legal and economic purpose of this provision.