Terms & Conditions

General Conditions of Sale and Delivery of XENOPS Chemicals GmbH & Co. KG

1. General
These General Conditions of Sale and Delivery apply to all contracts with companies, public legal entities, shall be an integral part of the contract of purchase. Conflicting or deviating conditions of purchase or other reservations made by the Buyer shall not be effective unless the Seller has expressly accepted them in writing for a particular order.

2. Offers, Orders
2.1 The Seller’s offers shall not be binding with respect to price, quantity, delivery time and availability.

2.2 The Buyer’s orders shall become binding on the Seller upon receipt by the Buyer of the Seller’s written order acknowledgment (or invoice or delivery note).

3. Remuneration
3.1 The prices invoiced shall be the Seller’s prices effective at the time of delivery.

3.2 Should the Seller, in the interval between conclusion of the contract and delivery, effect a general price increase, the Buyer shall have the right to withdraw from the contract within two weeks of having been informed thereof, unless the price increase is exclusively due to an increase in freight rates. The right of withdrawal shall not apply to long-term supply contracts (contracts for the performance of a continuing obligation).

3.3 Where payment has been agreed in a currency other than euros (EUR), the Seller reserves the right to reduce or increase the amount originally agreed so that, when translated into euros, the sum invoiced is equivalent to the euro value resulting from translation of the amount originally agreed at the time the contract was concluded.

3.4 The weight of the goods on which the invoiced amount is to be calculated shall be ascertained in the dispatch department of the Seller’s plant from which the goods are supplied unless the Buyer wishes them to be weighed, at his expense, by the railway authorities at the station of dispatch.

4. Payment
4.1 The handing in of bills of exchange shall be subject to the Seller’s prior consent and shall not constitute payment. The maturity of bills shall not exceed 90 days from the invoice date. Discount expenses, bill charges, bill tax and similar expenses incurred from thirty days after the invoice date shall be for the Buyer’s account.

4.2 Where the Seller has reason to doubt the Buyer’s solvency or creditworthiness and the Buyer is not prepared to effect advance cash payment or provide the Seller with security as requested, the Seller shall have the right to cancel that portion of the contract which he has not yet performed.

4.3 Payment shall not be deemed to have been effected until the amount has been cleared into one of the Seller’s accounts.

4.4 The Seller reserves the right to use payments for the settlement of the invoices which have been outstanding longest, plus any interest on arrears and costs accrued thereon, in the following order: costs, interest, principal claim.

4.5 The Buyer shall not have the right to withhold payments. Counterclaims may only be offset if they are uncontested or have become res judicata.

5. Delivery
5.1 The Seller shall make every effort to effect delivery as early as possible. There shall be no fixed periods for delivery.

5.2 Should, notwithstanding the preceding paragraph, a fixed period for delivery have been agreed, and should the Seller default with the supply, the Buyer shall grant the Seller a reasonable respite.

5.3 Performance under the contract shall be subject to the punctual delivery of the appropriate goods by the Seller’s own suppliers.

5.4 The day of delivery shall be the day on which the goods leave the Seller’s plant or warehouse or, if that day cannot be ascertained, the day on which the goods are put at the Buyer’s disposal.

5.5 The provision of packaging including tankers and tank containers by the Seller shall be subject to special conditions.

6. Force Majeure, Impediments to Performance
Force majeure of any kind, unforeseeable production, traffic or shipping disturbances, war, acts of terrorism, fire, floods, unforeseeable shortages of labor, utilities or raw materials and supplies, strikes, lockouts, acts of government, and any other hindrances beyond the control of the party obliged to perform which diminish, delay or prevent production, shipment, acceptance or use of the goods, or make it an unreasonable proposition, shall relieve the party from its obligation to supply or take delivery, as the case may be, as long as and to the extent that the hindrance prevails. If, as a result of the hindrance, supply and/or acceptance is delayed by more than eight weeks, either party shall have the right to cancel the contract. Should the Seller’s suppliers fail to supply him in whole or in part, the Seller shall not be under obligation to purchase from other sources. In such cases, the Seller shall have the right to distribute the available quantities among his customers while at the same time considering his captive requirements.

7. Shipment
7.1 The Seller reserves the right to choose the route and the mode of transport. Any additional costs resulting from special shipping requests made by the Buyer shall be borne by the Buyer. Unless prepaid freight has been agreed, the Buyer shall also bear any increases in freight rates which become effective after the contract has been concluded, any additional costs resulting from re-routing a consignment, storage expenses, etc.

7.2 The risk of destruction, loss or damage shall pass to the Buyer upon dispatch of the goods or, if they are collected by the Buyer, at the time they are placed at the Buyer’s disposal.

8. Retention of Title
8.1 Title to the goods shall not pass to the Buyer until he has fulfilled all liabilities arising from his business connection with the Seller, which shall include settling accessory claims and claims for damages and honoring checks and bills. Title to the goods shall also remain with the Seller if the Seller’s claims have been included in a current account and the balance of this account has been struck and acknowledged.

8.2 If the Buyer defaults on his obligations to the Seller, the Seller shall have the right, without granting a respite and without canceling the contract, to demand the return of the goods to which he retains title. Acceptance of the returned goods shall not constitute cancellation of the contract unless the Seller has expressly declared this in writing. If the Seller cancels the Contract, he shall have the right to demand appropriate compensation for having permitted the Customer to use the item for a certain period.

8.3 If goods to which the Seller retains title are processed into new products, the Buyer shall be deemed to be effecting such processing on behalf of the Seller without thereby acquiring any claims on the Seller. The Seller’s title shall thus extend to the products resulting from the processing. If goods to which title is retained by the Seller are processed together with, mixed with or attached to goods to which title is retained by third parties, the Seller shall acquire co-ownership of the resulting products in the ratio of the invoice value of the goods owned by him to the invoice value of the goods owned by those third parties. If the goods, as a result of such mixing or attaching, become part of a principal matter of the Buyer, the Buyer, by accepting these Conditions, assigns in advance his title to the novel item to the Seller.

8.4 The Buyer shall be under obligation to provide, on behalf of the Seller, adequate storage of the item to which the Contractor retains title, to service and repair this item at his expense and to insure the same at his expense against loss and damage up to an extent which may reasonably be expected of a prudent businessman. By accepting these Conditions, the Buyer assigns in advance to the Seller any claims which may accrue to him under the insurance policies.

8.5 As long as the Buyer duly meets his liabilities to the Seller, he shall have the right, in the normal course of business, to do as he wishes with the goods to which the Seller retains title. This shall not apply, however, if he and his customers have concluded an agreement according to which the Buyer must not assign his claims on them to third parties. The Buyer shall not have the right to pledge, chattel mortgage or otherwise encumber the goods to which the Seller retains title. When reselling the goods, the Buyer shall make the passing of the title subject to full payment of the goods by his customers.

8.6 By accepting these Conditions, the Buyer assigns in advance to the Seller any claims which may arise from a resale of the goods to which the Seller retains title, together with any incidental rights and security interests including bills of exchange and checks, so as to provide the Seller with security for all claims he has on the Buyer as result of the business connection. If goods to which the Seller retains title are sold together with other goods at a single price, the assignment shall be limited to the portion of the invoice value which covers the goods to which the Seller retains title. If the Buyer sells goods of which the Seller has co-ownership pursuant to clause VIII. 3., the assignment shall be limited to the portion of the invoice value which corresponds to the Seller’s co-ownership. If the Buyer uses goods to which the Seller retains title for processing a third party’s product on a contract basis, in accepting these Conditions he assigns in advance his contractual claim on the third party to the Seller in order to provide him with security for his claim. As long as the Buyer duly meets his liabilities to the Seller, he may collect claims from a resale or from contract processing himself. He shall not have the right to assign or pledge such claims as security.

8.7 If the Seller believes his claims to be at risk, the Buyer shall, at the Seller’s request, inform his customers of the assignment of his claims to the Seller and supply the Seller with all necessary information and documents. Any acts of third parties aimed at seizing goods to which the Seller retains title or at appropriating claims assigned to him shall be brought to the Seller’s attention by the Buyer immediately.

8.8 If the value of the security provided to the Seller exceeds the value of the claims to be safeguarded by more than 20 percent, the Seller shall, at the Buyer’s request, release security of his own choice accordingly.

9. Damages
9.1 No claims for compensation may be lodged by the Buyer – including those of a non-contractual nature – for any minor negligent breach of duty by the Seller, his managerial employees or other agents, unless such breach of the Seller, his managerial employees or other agents concerns a duty that is crucial for the object of the contract.

9.2 The Seller shall only be liable for indirect damage or damage which could not be foreseen at the time of conclusion of the contract if such damage is due to a gross fault on the part of the Seller, one of his managerial employees or other agents.

9.3 The above limitations shall not apply to damage resulting from death, injury or damage to health. However, this shall not affect the applicablility of compelling statutory liability regulations such as, for example, liability for the assumption of a guarantee or product liability law.

10. Notification of Defects
10.1 Notification of defects shall only be recognized if filed in writing within two weeks of receipt of the goods, together with supporting evidence, samples and packing slips, stating the invoice number and date, and the markings on the packaging.

10.2 Hidden defects must be notified to the Contractor immediately upon discovery. The burden of proving that a defect is a hidden defect shall rest with the Buyer.

10.3 Goods forming the subject of a complaint shall not be returned to the Seller except with the Seller’s express consent.

11. Buyer’s Rights in the event of Defects
11.1 Warranty claims made by the Buyer shall only entitle the Buyer to be supplied with a replacement. If the replacement provided by the Seller is also defective, the Buyer may reduce the purchase price or opt to cancel the contract. Claims for damages as defined in Section IX shall remain unaffected by the above. Claims made by the Buyer due to expenses incurred as a result of reworking, in particular transport, travel, labor and material costs, shall be excluded where such expenses have been increased by the fact that the item was subsequently transported to a location other than the premises of the Buyer, unless the goods were supplied to this location in line with their intended use.

11.2 In the event of recourse to the guarantee by the Buyer following a successful claim against the latter on the basis of the provisions governing the purchase of a consumer good, the claims under a right of recourse in accordance with the regulations on the purchase of consumer goods shall remain unaffected. Section IX shall apply to any claim for damages.

11.3 The Buyer must inform the Seller without delay of any case of recourse within the supply chain. Statutory claims under a right of recourse by the Buyer against the Seller shall not apply with respect to arrangements entered into by the Buyer with its customer over and above statutory warranty claims.

11.4 Any guarantee agreement must be made in writing. A statement of guarantee shall only be effective if it describes the content of the guarantee and the duration and physical scope of guarantee protection in sufficient detail.

12. Periods of Limitation
Warranty claims shall expire with effect from one year from the beginning of the statutory period of limitation unless the goods are normally used in a building pursuant to their usual use and said goods caused the defect to the building. In such cases, warranty claims shall expire with effect from two years from the beginning of the statutory period of limitation. Compelling regulations governing the statutory period of limitation or the question of liability, such as, for example, liability for the assumption of a guarantee, liability for willful intent and gross negligence, for death, physical injury or damage to health, for the violation of essential contractual obligations, liability in accordance with the product liability law and the provisions relating to the sale of consumer goods shall remain unaffected.

13. Properties of Goods, Technical support, Use and Processing
13.1 The properties of the goods shall as a general rule only include the properties as stated in the product descriptions, specifications and labeling of the Seller. Public statements, claims or advertising shall not be classed as information on the properties of the item for sale.

13.2 Technical advice provided by the Seller verbally, in writing or by way of trials is given in good faith but without warranty, and this shall also apply where proprietary rights of third parties are involved. The Seller’s technical advice shall not release the Buyer from the obligation to test the products supplied by the Seller as to their suitability for the intended processes and uses. The application, use and processing of the products are beyond the Seller’s control and therefore entirely the Buyer’s responsibility.

14. Trademarks
14.1 The Buyer shall not have the right to refer to the Seller’s products when offering or supplying substitute products to third parties or, in price lists or similar business communications, to use the word “substitute” in conjunction with the Seller’s protected or unprotected product designations or list these designations together with any designations for substitute products.

14.2 When using the Seller’s products for manufacturing purposes or when processing them into new products, the Buyer shall not have the right, without the Seller’s prior written consent, to use the Seller’s product designations, especially his trademarks, on the resulting products or on the packaging therefor or in any relevant printed matter or advertising literature, particularly by mentioning the Seller’s products as components of his own products. The supply of goods under a trademark shall not be deemed agreement to the use of this trademark for the products manufactured therefrom.

15. Applicable Law, Interpretation of Trade Terms
15.1 German law shall apply. Application of the Uniform Law on the International Sale of Goods and the Uniform Law on the Formation of Contracts for the International Sale of Goods – both dated July 17, 1973 – and of the UN agreement on the sale of goods of April 11, 1980 shall be excluded.

15.2 Customary trade terms shall be interpreted in accordance with the Incoterms effective at the time.

15.3 Even if it has been agreed that the Seller pays the customs and import duties in the country of destination, any increases in such duties which become effective between the date of the order acknowledgment and delivery of the goods shall be borne by the Buyer. All other charges, taxes and costs connected with the purchase contract shall also be borne by the Buyer.

16. Place of Performance and Jurisdiction, Invalidity of Individual Clauses
16.1 Place of performance for delivery shall be the Seller’s dispatch department. Place of performance for payment shall be Monheim am Rhein.

16.2 Place of jurisdiction for both parties shall be Dusseldorf. The Seller shall furthermore have the right to sue the Buyer at the Buyer’s general place of jurisdiction.

16.3 Should any clause in these General Conditions of Sale and Delivery be or become invalid in full or in part, this shall not affect the validity of the remaining clauses or remaining parts of the clause concerned. The parties shall replace any invalid arrangement by an effective one which conforms as far as possible to the economic purpose of the invalid clause.

XENOPS Chemicals GmbH & Co. KG
Monheim am Rhein, September 2017

Conditions of Purchase of XENOPS Chemicals GmbH & Co. KG

1. General
1.1 These Conditions shall be an integral part of the purchase contract. Conflicting or deviating conditions of delivery stipulated by Seller or other reservations made by Seller shall not be deemed accepted unless Buyer has expressly accepted them in writing for a specific order.

1.2 Other agreements, amendments or subsidiary agreements shall not be effective unless Buyer has given his written consent thereto.

2. Offer
2.1 Seller’s offer shall cover exactly the quantities and qualities specified in Buyer’s inquiry. Any departure therefrom shall be expressly mentioned.

2.2 The offer shall be submitted cost-free and without any obligation being imposed on Buyer. Remuneration for cost estimates shall only be paid by special arrangement.

3. Order
3.1 Orders and alterations to orders shall be made in writing. In case of doubt, verbal agreements or arrangements discussed over the phone shall only be binding if confirmed in writing.

3.2 Each order or alteration to an order shall be confirmed by Seller in writing and shall be treated separately in all correspondence.

3.3 The following details shall be stated in all correspondence; the purchasing department, the complete order number, the date of the order and Buyer’s reference.

4. Period for Delivery
4.1 The period for delivery shall run from the date of the order. If Seller has reason to assume that he will not be able to meet, or meet in time, all or part of his contractual obligations, he shall inform Buyer thereof immediately, stating the reasons and the likely duration of the delay. If Seller fails to do this, he shall not be entitled to claim exemption from responsibility for the delay on the grounds of the hindrance.

4.2 Should Seller fail to effect delivery within the agreed period, he shall be held liable under the existing legal provisions. This shall not affect his obligation under § 340, para. 2, of the German Civil Code to pay such penalty for delayed delivery as may have been agreed by the parties. If a penalty has been agreed, this can be invoked at any time until the final payment becomes due, without reservation according to § 341 para. 3 of the German Civil Code, or § 11 para. 4 of the German contracting rules for award of public works contracts, part B.

5. Warranty, Liability and Notification of Defects
5.1 The Seller warrants the goods supplied by him to be free from defects which may reduce their value or affect their usability, to possess the agreed or guaranteed properties, to be suitable for the purpose stipulated in the order, to be in conformity with the generally accepted technical practice, and to conform to the most recent regulations, to the German Law on the Safety of Appliances (Gerätesicherheitsgesetz) and to the appropriate safety specifications and rules for the protection of workers and prevention of accidents. Should the delivered goods fail to meet any or all of these requirements, Buyer shall be free to demand a remedy of the defect or the supply of defect-free goods, to cancel the contract or reduce the purchase price under the existing legal provisions, or to demand compensation or reimbursement for needless expenditure. If Seller has undertaken to guarantee the properties or durability of the goods supplied, Buyer can in addition lodge a claim under the terms of the guarantee. This shall not apply to defects or damage caused by

a) normal wear and tear
b) inappropriate handling by Buyer.

Buyer shall notify Seller of any defects in the delivered goods as soon as they are discovered in the regular course of business. The above provisions shall apply mutatis mutandis to services such as assembly, erection, maintenance, etc.

5.2 Unless expressly agreed otherwise, the statutory warranty periods shall apply.

5.3 Seller’s warranty shall also cover any items manufactured by subcontractors.

5.4 If Seller is notified of a defect, the limitation period shall be extended by the time which elapses between such notification and the repair of the defect. If the item supplied by Seller is replaced in whole by a new one, the limitation period shall begin anew; if the item is re-placed in part, the warranty period shall begin anew for the new parts.

5.5 Goods which are subject to complaint under the warranty shall remain at Buyer’s disposal until replacements have been supplied, whereupon they shall become the property of Seller.

5.6 In urgent cases, or if Seller defaults or fails in repairing a defect, Buyer may eliminate the defect himself at Seller’s expense or avail himself of any of the other warranty rights mentioned in clause 5.1.

5.7 Acceptance of Seller’s supplies and services by Buyer shall not affect Seller’s obligations under the warranty.

5.8 Seller shall hold Buyer harmless from any product liability claims or claims raised under the German Product Liability Law if the defect giving rise to the claim has been caused by Seller or any of Seller’s suppliers.

5.9 Notwithstanding these provisions Seller shall be liable under the existing legal provisions.

6. Tests
If tests are specified for the goods to be supplied, Seller shall bear the costs of such tests, including his own personnel costs, but excluding Buyer’s personnel costs. Seller shall inform Buyer not less than one week in advance of the date on which the goods will be ready for testing and shall agree with him a date for the tests. If the goods are not presented for testing on this date, Buyer’s personnel costs shall be borne by Seller. If any defects are found in the goods which make it necessary to repeat the tests or conduct further tests, Seller shall pay all the personnel costs and other costs entailed. Seller shall also pay all the personnel costs and other costs incurred in connection with testing the materials used by him in executing the order.

7. Insurance
7.1 If not otherwise agreed to in writing, transport insurance shall be taken out by Buyer.

7.2 Seller shall take out at his own expense adequate third party liability insurance to cover damage resulting from services rendered by or goods delivered by or property belonging to him his personnel, or third parties commissioned by him. Seller shall, if so requested, submit to Buyer documents showing the sums insured per occurrence.

7.3 The procurement of special assembly/erection insurance in addition to the third party liability insurance mentioned in clause 7.2 shall in each case be subject to agreement between Buyer and Seller.

7.4 Any machines, apparatus, etc. supplied to Buyer on loan will be insured by Buyer against the usual risks. Any further liability of Buyer for destruction of such machines, apparatus, etc., or damage thereto, shall be excluded, unless it has been caused willfully or through gross negligence.

8. Shipping Requirements
8.1 On the day on which the goods are dispatched, Seller shall send Buyer a detailed dispatch note for each consignment separately from the goods and invoice. The goods shall be accompanied by a delivery note and packing slip. If the goods are sent by ship, the shipping papers and invoice shall state the name of the shipping company and of the ship. Seller shall choose the mode of transport most favorable and most suitable for Buyer. Seller shall show in full the order reference number and point of unloading specified by Buyer in all dispatch notes, delivery notes, packing slips, bills of lading and invoices, on the outer packaging of the goods and elsewhere if appropriate.

8.2 Seller shall always pack, mark and ship dangerous goods in compliance with the appropriate national/international regulations. The accompanying documents shall show not only the risk category but also any further particulars required by the appropriate transport regulations.

8.3 Seller shall be liable for any damage caused by non-compliance with these provisions and shall pay any costs incurred thereby. He shall also be responsible for ensuring that these shipping requirements are complied with by subcontractors.

8.4 Any consignments of which Buyer is unable to take delivery because of non-compliance with these provisions shall be stored at Seller’s expense and risk. Buyer shall have the right to ascertain the contents and condition of such consignments. Tools and erecting equipment shall not be loaded together with goods.

9. Price and Conditions
Should Seller reduce his prices or grant better conditions, the prices and conditions effective at the date of delivery shall apply.

10. Invoice and Payment
10.1 Seller’s invoices shall agree with the respective orders in their wording, order of items and prices. Any additional or deleted services or supplies shall be stated separately in the invoice.

10.2 Periods for payment shall begin on the specified dates, but not before the dates on which the goods and invoices are received.

10.3 Payment shall not be deemed to constitute acceptance of conditions and prices. The time of payment shall not affect Seller’s warranty obligations or Buyer’s right of complaint.

11. Documents
11.1 All drawings, standards, guidelines, methods of analysis, recipes and other documents supplied by Buyer to Seller for the manufacture of the goods to be supplied, as well as any such documents prepared by Seller according to special instructions from Buyer, shall remain Buyer’s property and shall not be used for any other purpose, reproduced or made available to third parties by Seller. Seller shall, if so requested, surrender them, and all copies and duplicates thereof, to Buyer without delay. Buyer reserves the industrial property rights to all documents he supplies to Seller. Seller shall regard the inquiry and the order and all work in connection therewith as a trade secret and treat them accordingly as confidential. Seller shall be liable for any loss suffered by Buyer because he has failed to fulfil any or all of these obligations. Seller shall provide Buyer with all documents needed for discussion of the goods or services to be supplied. Such discussion or other involvement of Buyer shall be exclusively within Seller’s responsibility and shall not release Seller from any warranty or other obligations.

11.2 Seller shall supply to Buyer in good time, at no cost to Buyer and without being specially requested to do so, all documents needed by Buyer for the use, erection, installation, processing, storage, operation, servicing, inspection, maintenance or repair of the goods supplied.

11.3 Whenever Buyer specifies standards or regulations, the latest version shall apply. Seller shall request Buyer to supply him with his works standards and regulations, in as far as they have not already been supplied.

12. Incidental Items
Molds, models, tools, films, etc. that have been made by Seller to enable him to execute the order shall, on being paid for, become the property of Buyer, even if they remain in Seller’s possession. Seller shall be obliged to hand them over to Buyer on request.

13. Assembly, Erection, Maintenance, Inspection, Repairs
13.1 If assembly, erection, maintenance, inspection, repairs, etc. are carried out in any of Buyer’s factories, such work shall be subject to the safety and conduct regulations for contractors and their personnel working on the premises of XENOPS Chemicals or its subsidiaries. These regulations will be supplied at the start of the assembly or erection work, or they should be requested from Buyer’s plant security department.

13.2 Buyer shall not be liable for any property of Seller or his personnel which is brought onto Buyer’s premises.

14. Patent Infringement
Seller shall be liable for any infringement of patents, licenses or protective rights of third parties that may result from the supply or use of the goods. Any license fees payable shall be borne by Seller.

15. Advertising Material
Seller shall not refer to his business connection with Buyer in any information or advertising material except with Buyer’s written consent.

16. Applicable Law, Interpretation of Provisions
16.1 The present Conditions and the purchase contract shall be subject to German law. Application of the UN Convention on Contracts for the International Sale of Goods dated April 11, 1980, which came into effect on January 1, 1991, shall be excluded.

16.2 Customary trade terms shall be interpreted in accordance with the most recent Incoterms.

17. Origin of Goods
The goods supplied must conform to the conditions of origin specified in the preferential agreements of the EEC, unless the order confirmation expressly states otherwise.

18. Place of Performance and Jurisdiction
Unless otherwise stipulated in the order, the place of performance shall be the point of delivery specified by Buyer. The place of jurisdiction shall be Dusseldorf.

XENOPS Chemicals GmbH & Co. KG
Monheim am Rhein, September 2017

Code of Conduct Requirements for XENOPS Chemicals suppliers and service providers

As an international specialty chemicals company, XENOPS Chemicals bear a major responsibility toward people and the environment. Safety, environmental protection, social responsibility, quality and commercial efficiency are all key corporate goals at XENOPS Chemicals. Our mission is to ensure we comply with legal requirements and in many cases, go beyond them. We work to continuously improve conditions for people and the environment on a sustainable basis. XENOPS Chemicals therefore gives preference to suppliers and service providers (“suppliers”) that share our fundamental social and environmental values. These values are based on the guiding principle of Sustainable Development and Responsible Care®.

XENOPS Chemicals expects its suppliers to ensure respect for human rights and compliance with all national and other laws and regulations on protecting the environment, health and safety in the workplace and using appropriate labor and hiring practices wherever they are active. Specifically, this means:

Fundamental employee rights and work practices
We expect our suppliers to ensure fair treatment of their employees in accordance with applicable laws and
regulations at all their facilities throughout the world. This includes the following issues:

  • Freely chosen employment: Business partners must ensure no form of forced labor is used and that employment is based on free will.
  • No Child labor: Employment practices must satisfy the International Labor Organization (ILO) conventions relating to minimum age and child labor.
  • No Discrimination: Discrimination based on race, skin color, age, gender, sexual orientation, ethnicity, religion, disability, union membership or political opinions is prohibited.
  • No Harsh or inhumane treatment: Molestation and physical abuse and the threat of this are prohibited.
  • Compliance with social and minimum standards such as minimum wages, fair working hours and freedom of association.

Occupational health and safety
We expect our suppliers, in accordance with applicable laws and regulations, to offer employees a safe and healthy working environment at all their facilities throughout the world.

Environmental protection
We expect our suppliers to pay close attention to protecting and safeguarding the environment and to strive to cut
their use of resources, waste and emissions in carrying out their business operations in accordance with applicable laws and regulations.

Ethical and moral business standards
We expect our suppliers to comply with relevant international, national and local laws and regulations and not to get involved with corruption, bribery, fraud or blackmail. They shall not offer or accept gifts, payments or other benefits that induce someone to act contrary to their obligations.

XENOPS Chemicals must be informed immediately of any breach of applicable laws or provisions of the Code of Conduct. XENOPS Chemicals reserves the right to monitor compliance with this Code of Conduct or to have compliance monitored by independent third parties at any time and without prior notification, with monitoring at suppliers’ premises being performed in agreement with suppliers and in accordance with applicable laws. XENOPS Chemicals reserves the right to terminate business relationships in the event of a breach of applicable laws or this Code of Conduct by suppliers.

XENOPS Chemicals GmbH & Co. KG
Monheim am Rhein, September 2017