Purchase Terms and Conditions

Article 1 - Definitions

1.1 These Purchase Terms and Conditions ("Terms") apply to all offers, agreements, and transactions entered into between Xuan Ye International B.V., hereinafter referred to as "the Company," and its legal successors, as well as any associated companies (collectively referred to as "the Company" or "we"), and any suppliers or vendors (collectively referred to as "the Supplier" or "you") relating to the supply and delivery of goods.

1.2 The term "Goods" refers to the products, materials, or items to be supplied by the Supplier to the Company as per the terms of the agreement.

1.3 Any stipulations or terms presented by the Supplier that conflict with or deviate from these Purchase Terms and Conditions are explicitly rejected and will not be binding unless explicitly accepted by the Company in writing.

Article 2 - Agreement

2.1 An agreement between the Company and the Supplier, including any changes or additions to the agreement, shall not be binding unless agreed upon in writing.

2.2 The agreement is considered to be established upon agreeing on the purchase order ("Purchase Order" or "PO") issued by the Company. Such agreement is formed when the Supplier agrees to the terms and conditions outlined in the Purchase Order.

2.3 The contents of the agreement are accurately represented in the written contract and any purchase order confirmation provided by the Company. The Supplier's acceptance of the purchase order confirmation is considered to confirm the agreement's contents, unless the Supplier promptly rejects it in writing with a valid explanation.

2.4 The Supplier is responsible for obtaining any necessary permissions, permits, or licenses required for the execution of the agreement. The Supplier indemnifies the Company against any damages, costs, and legal expenses arising from the failure to obtain necessary permissions or licenses.

2.4 The Supplier is responsible for obtaining any necessary permissions, permits, or licenses required for the execution of the agreement. The Supplier indemnifies the Company against any damages, costs, and legal expenses arising from the failure to obtain necessary permissions or licenses.

2.5 Unilateral cancellation by the Supplier shall only be effective if the Company agrees to such cancellation in writing.

2.6 This agreement is publicly available on our website www.xuanye.eu.

Article 3 - Confidentiality

3.1 The Supplier agrees to maintain strict confidentiality regarding all information related to the Company, its products, and the agreement. This includes information obtained within the context of the offer, negotiation, or agreement. Any disclosure of such information to third parties requires prior written consent from the Company.

3.2 Breach of confidentiality obligations incurs a fine of €10,000 per violation, with an additional €1,000 for each day the violation continues. This is without prejudice to the Company's right to claim additional damages.

Article 4 - Intellectual Property and Legal Requirements

4.1 The Supplier guarantees that the supplied Goods do not infringe on any intellectual property rights of third parties and comply with all applicable laws and regulations.

4.2 The Supplier warrants that the Goods are genuine, produced with proper authorization, and not counterfeit, pirated, or otherwise infringing on intellectual property rights.

4.3 The Supplier indemnifies the Company against any claims arising from the Supplier's breach of intellectual property rights or non-compliance with legal requirements.

Article 5 - Delivery and Quality

5.1 The Supplier shall deliver the Goods according to the agreed delivery terms and conditions. The Company reserves the right to inspect and test the Goods upon receipt.

5.2 The Supplier shall ensure that the Goods are of high quality, genuine, and free from defects. The Goods must meet all specifications, standards, and requirements as stipulated in the agreement.

5.3 The Supplier shall promptly repair or replace any defective Goods in consultation with the Company.

5.4 The Supplier shall bear the risk for the Goods until they are properly delivered and approved by the Company.

Article 6 - Prices and Payment

6.1 All prices for the Goods shall be fixed and inclusive of Value Added Tax (VAT), import and export duties, excise duties, and other applicable levies and taxes.

6.2 Payment terms are as specified in the agreement or purchase order. Payment shall be made within sixty (60) days after one of the following events: delivery of the Goods, approval of the Goods by the Company, or receipt of a valid invoice that meets the requirements set forth in these Terms.

6.3 In case of advanced payments by the Company, the Supplier may be required to provide adequate security at the Company's discretion.

Article 7 - Packaging and Transportation

7.1 The Supplier shall ensure proper packaging of the Goods to prevent damage during transportation. The Company may require the Supplier to take back any packaging material at the Company's request.

7.2 The Goods shall be delivered according to the agreed Incoterms and within the specified timeframe.

7.3 The Supplier is responsible for transportation and unloading of the Goods at the designated location.

Article 8 - Return Shipments

8.1 The Company reserves the right to return Goods to the Supplier and require a refund if the market situation or marketability of the acquired Goods substantially differs from the time of agreement formation.

8.2 The Company may also return Goods within twelve (12) months of delivery if packaging or labeling deviates from the usual standards.

Article 9 - Guarantee and Liability

9.1 The Supplier is responsible for repairing or replacing Goods that show defects after delivery and approval by the Company.

9.2 The Supplier shall indemnify the Company against any claims arising from defects in the Goods and any other shortcomings.

Article 10 - Termination and Disputes

10.1 The Company reserves the right to partially or completely dissolve the agreement in certain cases, such as non-compliance by the Supplier or significant changes in market conditions.

10.2 Disputes arising from the agreement shall be subject to the exclusive jurisdiction of the court in Amsterdam, the Netherlands, unless otherwise agreed by the Company.

Article 11 - Data Protection

11.1 Both the Company and the Supplier shall comply with applicable data protection laws regarding the processing of personal data.

Article 12 - Severability

12.1 If any provision of the agreement or these Terms is deemed invalid or unenforceable, the remaining provisions shall remain in effect.

12.2 In such cases, parties shall consult to replace the invalid provision with a valid one.

Article 13 - Governing Law

13.1 The agreement and these Terms shall be governed by the laws of the Netherlands.

Article 14 - Confidentiality

14.1 The Supplier shall maintain strict confidentiality regarding any information related to the Company, its products, or the agreement. Any disclosure of such information to third parties requires prior written consent from the Company.

14.2 In the event of a breach of confidentiality, the Supplier shall be liable for a payable fine of €10,000 per violation, increased by €1,000 for each day or part thereof that the violation continues. This fine is in addition to any liability for damages.

Article 15 - Intellectual Property Rights and Legal Requirements

15.1 The Supplier guarantees that the Goods do not infringe upon any intellectual property rights or other legal rights of third parties.

15.2 The Supplier warrants that the Goods are authentic, not counterfeit or pirated, and have been produced with the necessary permissions and licenses from intellectual property right holders.

15.3 The Supplier indemnifies the Company against any claims related to IP rights infringement arising from the supply of Goods.

Article 16 - Inspection

16.1 The Company or designated third parties have the right to inspect and test the Goods.

16.2 The Supplier must provide the necessary information and facilities for inspection.

16.3 Costs related to inspection shall be borne by the Supplier unless otherwise agreed.

Article 17 - Property and Risk

17.1 The Supplier bears the risk for the Goods until they are delivered and approved by the Company.

17.2 If the Company makes payment before delivery, the Goods shall become the property of the Company upon payment.

Article 18 - Complete or Partial Dissolution

18.1 The Company may dissolve the agreement if the Supplier fails to fulfill obligations or faces certain circumstances like bankruptcy or stoppage of work.

18.2 In case of dissolution, the Company may retain or return the Goods at its discretion.

18.3 Claims resulting from dissolution are immediately payable.

Article 19 - Subcontracting and Transfer

19.1 The Supplier shall not subcontract, transfer obligations, or use external employees without prior consent from the Company.

19.2 Breach of subcontracting provisions may lead to compensation and indemnification.

19.3 Compliance with data protection laws is required when processing personal data related to the agreement.

Article 20 - General Provisions

20.1 If any provision is null or void, remaining provisions remain in force. Parties may consult to find an alternative arrangement.

20.2 Mandatory provisions shall replace conflicting provisions.

20.3 Obligations that persist after agreement termination remain applicable.

Article 21 - Applicable Law

21.1 Any disputes arising from the agreement shall be subject to the exclusive jurisdiction of the court in Rotterdam, the Netherlands.

21.2 The agreement and these Terms shall be governed by the laws of the Netherlands.

Article 22 - Amendments

22.1 These Purchase Terms and Conditions may only be amended by written agreement between the Company and the Supplier.

Article 23 - Waiver

23.1 The failure of either party to enforce any provision of these Purchase Terms and Conditions shall not be construed as a waiver of such provision or the right to enforce it.

Article 24 - Notices

24.1 Any notices or communications required or permitted under these Purchase Terms and Conditions shall be in writing and sent to the respective parties' addresses as specified in the agreement or as subsequently notified in writing.

Article 25 - Entire Agreement

25.1 These Purchase Terms and Conditions, along with the agreement, constitute the entire understanding between the Company and the Supplier regarding the subject matter herein and supersede all prior or contemporaneous agreements and understandings, whether oral or written.

Article 26 - Assignment

26.1 The Supplier may not assign, transfer, or delegate any of its rights or obligations under these Purchase Terms and Conditions without the prior written consent of the Company.

Article 27 - Severability

27.1 If any provision of these Purchase Terms and Conditions is held invalid, illegal, or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not be affected or impaired.

Article 28 - Interpretation

28.1 The headings used in these Purchase Terms and Conditions are for convenience only and shall not affect their interpretation.

Article 29 - Force Majeure

29.1 Neither party shall be liable for any failure or delay in the performance of its obligations under these Purchase Terms and Conditions if such failure or delay is caused by events beyond its reasonable control, including but not limited to acts of God, natural disasters, war, terrorism, strikes, lockouts, riots, or governmental actions.

Article 30 - Counterparts

30.1 These Purchase Terms and Conditions may be executed in any number of counterparts, each of which when executed and delivered shall be deemed to be an original, and all of which taken together shall constitute one and the same instrument.

Article 31 - Electronic Signatures

31.1 These Purchase Terms and Conditions may be signed electronically, and electronic signatures shall have the same legal effect as handwritten signatures.

Article 32 - Survival

32.1 The provisions of Articles 3, 10, 11, 14, 16, 17, 19, 21, 25, 26, 27, 28, 29, 30, 31, and 32 shall survive any termination or expiration of the agreement.

Rotterdam, 1 January 2020