General Terms and Conditions of Sale
The following terms and conditions form a part of and apply to
all Heraeus Korea Corporation (“Heraeus”) quotations to andorders from Customer regarding the goods and/or products
described in the quotation or order attached (“Goods”).
Acceptance of orders by Heraeus is limited exclusively to theseterms and conditions together with any attachments and current
or subsequent purchase orders signed by an authorized
representative of Heraeus (“Sales Contract”).
Conflicting terms and conditions presented at any time byCustomer shall not constitute a part of the Sales Contract andthe Sales Contract shall be effective based on the terms andconditions herein unless otherwise accepted in writing byHeraeus.
1. Price of the Goodsa. The price and time of payment for the Goods are as describedin the quotation or order (“Contract Price”). The Contract Pricedoes not include applicable taxes of any kind in effect on thedate of the Sales Contract, unless otherwise stated by Heraeus.
Payments not received when due will bear a late payment
penalty of 14% per annum (on a per diem basis based on 365
days a year).
b. Heraeus may, by giving notice to the Customer prior todelivery, increase the price of the Goods to reflect any
significant increase in the costs of materials or other costs ofmanufacture of the products, costs of transport, taxes, customs,
levies and other public or administrative duties. Customer shallconfirm the increased purchase price within 14 days after
receipt of the notice of adaption of the purchase price by
Heraeus. If Customer does not confirm the increased purchaseprice, Heraeus may terminate the Sales Contract by giving
written notice to the Customer.
2. Delivery
a. Any dates quoted for delivery of the Goods are approximate
only and Heraeus shall not be liable for any delay in delivery of
the Goods howsoever caused. If Heraeus fails to deliver theGoods for any reason other than any cause beyond Heraeus’
reasonable control or Customer’s fault, and Heraeus isaccordingly liable to Customer, Heraeus’ liability shall be limited
to the excess (if any) of the cost to Customer of similar Goods
to replace those not delivered with the price of the Goods.
b. Goods will be deemed accepted upon delivery unlessCustomer rejects the Goods within five (5) calendar days ofarrival at Customer’s designated destination. Claims forshortages, damage, or visible defects must be made in writing
within that time period.
c. Risk of loss to the Goods shall pass to Customer at the time
the Goods are delivered to Customer. Title to the Goods shallpass to Customer when Heraeus has received payment in fullof the purchase price of the respective Goods.
d. The Goods supplied will be substantially in accordance withthe specifications provided to Customer, subject to reasonablevariations plus or minus. Heraeus shall not be responsible for
performance figures given in any source other than thespecifications.

3. Limited Warranty and Disclaimer
a. Heraeus warrants that the Goods will be free from defects inworkmanship and materials and will conform to applicablespecifications for a period of six (6) months from the date ofreceipt by Customer (“Warranty Period”). This Warranty
extends only to the original Customer of the Goods.
b. In the event of a breach of warranty in section 3 a. andprovided Customer gives notice in writing to Heraeus during theWarranty Period, Heraeus shall be entitled to repair or replace
the Goods (or the part in question) free of charge or, at Heraeus’sole discretion, refund to Customer the price of the Goods.
Heraeus may require inspection of the defective or nonconforming Goods.
c. The warranty at 3a. above is exclusive and made in lieu of allother warranties, expressed or implied, including the implied
warranties of merchantability and fitness for a particularpurpose. No modification or alteration of the foregoing warranty
and limitation or remedies provisions shall be valid orenforceable unless set forth in a written agreement signed by
Heraeus and customer.
4. Limited Liability
Except in respect of death or serious personal injury caused asa result of Heraeus not taking necessary measures against
defect in the goods despite its knowledge of such.
(1) Heraeus shall not be liable to customer for any loss of profit
or any indirect, special or consequential loss or damage, costs,expenses or other claims for consequential compensation
whatsoever which arises out of or in connection with the supplyof the goods or their use of resale by customer, except as
expressly provided in these conditions; and(2) Heraeus’ entire liability to customer arising out of or inconnection with this sales contract, whether for negligence,
breach of contract or otherwise shall in no event exceed thepurchase price (to the exclusion of the value of precious metals
if precious metals are invoiced separately) of the defective
goods.
5. Explanation of Precautions for Usea. If necessary, Heraeus shall explain warnings, precautions,directions, etc. for use and handling of the Goods(“Precautions”) to Customer orally or in writing, in which case
Customer agrees to comply with such Precautions.
b. In the event that Customer wishes to transfer the Goods to athird party or to allow a third party to use the Goods, Customer
agrees to explain the relevant Precautions to the relevant third
party in accordance with the preceding paragraph and to
impose upon such third party obligations to comply with such
Precautions.
6. Notification, Cooperation in Case of Incidents
Should a third party sustain property or physical damage due tothe Goods or should any disputes arise with a third party,including but not limited to receipt of complaint or warningstatement, etc., Customer agrees to promptly notify Heraeus ofsuch incident.

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7. Confidentiality
Customer and Heraeus agree to keep confidential any and all
information concerning the other party that may be obtained
during the course of the performance of this Sales Contract andto refrain from disclosing or divulging the same to any third party.
8. No Transfer of Contractual Status, etc.
Neither Customer nor Heraeus shall transfer the contractual
status or rights or obligations hereunder to any third parties
without the written consent of the other party.
9. Acceleration Clausea. Should any of the following items apply to Customer, Heraeus
may cause Customer’s obligations hereunder to be accelerated
and demand immediate payment for all remaining obligations
without any notification:b. Customer violates this Sales Contract or any other contract
between Customer and Heraeus and fails to correct such
violation within the reasonable period designated in a
notification issued by Heraeus demanding such correction.
c. A petition for liquidation or rehabilitation is filed by or against
Customer, or proceedings for voluntary agreement or workoutfor restructuring of debts against Customer are commenced.
d. Customer is subject to compulsory execution, a petition forauction, temporary restraining order, or disposition ofdelinquency, and as a result is reasonably expected to affectCustomer’s ability to perform its obligation under this Sales
Contract.
e. Customer adopts a resolution for dissolution other than bymerger.
f. Heraeus deems any cause exists that renders it difficult tomaintain Customer’s business operations.
g. Should any of the items in the preceding article apply toCustomer, Heraeus may choose to terminate this Sales
Contract without notification, whether in whole or in part.
10. Governing Law, Arbitration and Venue.
The Sales Contract will be construed in accordance with andgoverned solely by the laws of Korea, without regard to its
conflict of laws rules. Any dispute arising out of this Sales
Contract shall fall under the exclusive jurisdiction of the Seoul
District Court.

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