Terms of Purchase

1.

Scope

All purchase orders (deliveries of goods and provision of services) ofHeraeus South Africa (Pty.) Ltd. or Heraeus PGM SA (Pty.) Ltd. and of thecompanies affiliated to them and domiciled in the Republic of South Africa(“Heraeus”) are subject to the following General Terms of Purchase (“GTP”)
only. These GTP apply also to future purchase orders of Heraeus. Heraeus
objects to general terms and conditions of the supplier which deviate fromthese GTP or the provisions of law as well as to any supplementaryprovisions in the terms and conditions of the supplier, except where Heraeus
gives its express prior written consent to the applicability of the supplier's
general terms and conditions. The supplier's general terms and conditions
will also not become part of a contract between Heraeus and the suppliereven if Heraeus, although being aware of the supplier's deviating orcontravening terms and conditions, takes delivery of goods, accepts
services or effects payment for such deliveries or services.
2.

Offer and Formation of a Contract

2.1 All orders, agreements and changes shall be binding only if placed orconfirmed by Heraeus in writing. All correspondence must be exchanged
with the purchasing department of Heraeus.
2.2 Orders placed by Heraeus without a time limit for acceptance may be
accepted by the supplier only within fourteen (14) days from the order date.
2.3 Quotations are binding and non-refundable unless otherwise
expressly agreed in writing.
2.4 In case of any deviation or variance between the supplier's orderconfirmation and Heraeus' purchase order, a contract shall be formed only
if the supplier has expressly advised Heraeus of the deviation and Heraeushas agreed to such deviation in writing.
3.

Examination and Procurement Duties

3.1 Within the scope of its general and special professional knowledge,
the supplier shall examine all drawings, calculations, specifications andother terms of reference provided by Heraeus for errors and inconsistencies
on its own initiative and shall report to and clarify with Heraeus all concerns
or objections, if any, promptly in writing.
3.2

The supplier bears the procurement risk of the goods.

4.

Delivery; Supplier's Lien; Security in the Supply Chain

4.1 The period of delivery/performance specified by Heraeus in thepurchase order is binding. If the purchase order does not specify such
period, delivery of the goods or performance of the service, respectively,
shall be effected within fourteen (14) days after the date of the purchaseorder.
4.2 If the supplier is unable to comply with the binding period ofdelivery/performance, set forth in clause 4.1, the supplier shall notify
Heraeus promptly and advise a practicable date for thedelivery/performance. In addition, the supplier is committed to notify
Heraeus without request of any difficulties in delivery/performance whichmay arise, for any reason whatsoever, immediately after such difficulties
have come to the supplier's knowledge.
4.3 The supplier is obligated to strictly comply with all instructions andrequirements of Heraeus as regards mode of transport, forwarding agent,and shipping instructions.
4.4 All deliveries and services shall be effected DDP "Point of Use"
(Incoterms 2020). If delivery is made to construction sites or directly to thirdparties, unloading shall be at the cost and risk of the supplier.
4.5 Partial deliveries are permissible only with the express written consentof Heraeus, which consent shall not be unreasonably withheld.
4.6 The supplier is committed to attach to each shipment a delivery note
exactly specifying the contents of the shipment, the net weight per item, andthe complete SAP purchase order number of Heraeus.
4.7 The unconditional acceptance by Heraeus of a late delivery or late
performance does not constitute a waiver by Heraeus of any compensatory
claims arising to it from such late delivery or late performance; the foregoingshall apply until Heraeus has fully settled all payments owed by it for thegoods or services so affected.
4.8 With regard to quantities, weights and dimensions, the figures
determined by Heraeus during its incoming inspection shall be controlling,
unless otherwise evidenced by the supplier.
4.9 The supplier shall provide reasonable assistance to Heraeus in
obtaining preferential tariffs and other governmental benefits and submit toHeraeus all supporting records and documents, especially certificates oforigin, which are requested by Heraeus for this purpose.
4.10 If any payment instruments, shipping documents, certificates of origin
or Value Added Tax invoice are missing, improper or incorrect, Heraeus
reserves the right to refuse acceptance of the goods at the supplier's costand risk.

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4.11 If the supplier has agreed to carry out the installation or assembly, orin the absence of any agreement stating otherwise, the supplier shall bear
all necessary expenses, such as travel expenses or tooling charges, unlessotherwise agreed.
4.12 Any liens or similar rights and reservations of ownership by thesupplier are hereby waived by the supplier.
4.13 The supplier shall give all organizational instructions and take allorganizational measures, in particular in the areas of property protection,
security of business partners, personnel and information, as well as in theareas of packaging and transport, which are required to ensure security inthe supply chain, for example by adopting the requirements of theInternational Trade Administration Commission of South Africa as well asinternationally accepted initiatives on the basis of the WCO SAFE
Framework of Standards (especially AEO). The supplier shall protect its
deliveries of goods to and the performance of its services for Heraeus
against unauthorized access and manipulation and shall have suchdeliveries and services performed by reliable personnel only. The suppliershall obligate any subcontractors commissioned by it to give corresponding
instructions and to take corresponding measures.
4.14 The supplier represents and warrants that the goods do not containany substances which are restricted in terms of any applicable South African
legislation or prescribed standards , that the substances which are containedin the goods and its use(s) are either already registered or not subject toregistration in accordance with the Hazardous Substances Act, 1973,
Occupational Health and Safety Act,1993 and the National Environmental
Management Act, 1998 (“NEMA”) or any other applicable legislation and, if
necessary, that an authorisation from the relevant competent authority has
been granted. If the goods delivered are to be classified as dangerous goods
within the meaning of the applicable domestic and international rules,standards and guidelines, the supplier must notify Heraeus thereof no later
than on the date of the order confirmation.
4.15 Heraeus retains ownership of, any and all items, such as substances,tools, materials and other items, which are provided by it to the supplier for
manufacturing purposes. As long as they are not processed, any such items
must be stored separately and insured at replacement value against loss
and destruction at the supplier's cost. The processing, blending or
combining (further processing) of any such items by the supplier is made on
behalf of Heraeus. The same applies to the further processing by Heraeusof the goods delivered to it, so that Heraeus obtains ownership of the productso manufactured.
4.16 Ownership of the goods shall be transferred to Heraeus
unconditionally and regardless as to whether the purchase price has beenpaid. If in a specific instance,Heraeus accepts an offer from the supplier forthe transfer of ownership of goods which is conditional upon payment of thepurchase price, the supplier's reservation of ownership shall lapse upon
payment of the purchase price of the goods at the latest. In such case,
Heraeus is authorized to resell the goods in the ordinary course of businessalso prior to the payment of the purchase price.
5.

Force MajeureActs of God, labour disputes, operational breakdowns through no fault or
negligence of Heraeus, civil disturbances, actions by any governmental
authority and other events or circumstances beyond Heraeus' control will
entitle Heraeus - notwithstanding any other rights or remedies available toit - to terminate the contract in whole or in part if such circumstances or
events continue for a significant period of time and result in a substantial
decrease in Heraeus' demand.
6.

Contractual Penalties

6.1 In the event that the supplier defaults in the timely performance of its
duty to deliver/provide a service, Heraeus may claim a contractual penaltyat the rate of 0.5 % of the aggregate order value for each commenced
calendar week of the supplier's default, but no more than 5 % of theaggregate order value.
6.2 The contractual penalty pursuant to clause 6.1 shall be incurred assoon as the supplier defaults in delivery. The contractual penalty isimmediately due for payment.
6.3 Heraeus reserves the right to claim any other damages in addition toits claim for performance of the supplier's duty to deliver.
6.4 Heraeus reserves the right to claim for any damages suffered,however, such contractual penalty shall be set off against any actual
damages claimed.
7.

Claims for Defects; Recourse and Product Liability; Insurance

7.1 The supplier is responsible for ensuring that the goods delivered andthe services provided comply with the specifications of the order. The
supplier is in particular responsible for the conformance of the goods andservices to the state of the art, to the generally accepted technical andoccupational health and safety regulations of public authorities and trade

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associations, and for the compliance of the goods and services with allapplicable laws.

fourteen (14) calendar days, the supplier shall grant a 3 % discount on thenet invoice amount.

7.2 Heraeus' duty to examine is limited to defects which become apparent
upon outward examination of the goods, including the shipping documents,
during the incoming inspection and to defects which become apparent
during quality control by way of random sampling (such as damage to thegoods during transport, wrong delivery and short delivery, for example). The
duty to examine shall not apply if acceptance of the goods delivered has
been agreed. Above and beyond the foregoing, it depends on the feasibilityof such an inspection in the ordinary course of business, with due regard to
the circumstances in the individual case. Heraeus' duty to give notice ofdefects which are discovered later remains unaffected. In all cases a noticeof defects shall be deemed to have been given promptly and timely if it isdelivered to the supplier within a period of fourteen (14) calendar days.

9.4 Heraeus is entitled to withhold payments due for so long as Heraeus
has claims against the supplier from incomplete or defective deliveries
and/or services and shall be entitled to set off any amounts owed by thesupplier, against any amounts due to the supplier.

7.3 If the supplier, within the scope of subsequent performance of thecontract, remedies a defect by rectification or by delivery of a faultfree
product, the warranty periods provided by the supplier will commence to run
again.
7.4 If the supplier defaults in its duty of subsequent performance of its
obligations underthe contract within a period of fourteen (14) calendar days
Heraeus is entitled to itself remedy, or cause to be remedied by any third
party, the defect at the cost of the supplier and to claim from the supplier areimbursement of the costs thereby incurred.
7.5 All costs arising from the supplier's delivery of defective goods orprovision of defective services, including without limitation, the travel andtransport expenses, labour and material costs, and the costs of an incoming
inspection exceeding the usual scope, shall be borne by the supplier. Any
costs incurred by the supplier for the examination and rectification of defects(including any removal and installation costs) shall also be borne solely by
the supplier, even in the event that it is confirmed that there is no defect.
7.6 The supplier is obligated to indemnify and hold Heraeus harmless fromand against any and all product liability claims, and from any loss or damage
arising therefrom, if and to the extent that such claims are attributable to a
defect in the goods delivered/manufactured or the services provided by thesupplier. If a product liability claim under strict liability should be asserted orentered against Heraeus, the foregoing shall apply only if the supplier is atfault. If the cause of the loss or damage is within the responsibility of thesupplier, the burden of proof shall rest on the supplier. The supplier shallalso refund any and all necessary costs and expenses, without limitation, inaccordance with the provisions of the CPA and any other relevant South
African legislation to the extent of the supplier's indemnity obligation,
including the costs of bringing an action or the costs generated by a productrecall. Heraeus will inform the supplier of the scope and content of suchproduct recall to the extent practicable and reasonable.
7.7 The supplier is obligated to take out and maintain a product liability
insurance with adequate coverage and to furnish proof of the existence ofsuch insurance to Heraeus upon request.
8.

Infringement of Third Party Property Rights

8.1 The supplier warrants that no patent rights or other intellectual property
rights of any third party are infringed by or in connection with the supplier's
delivery of goods or provision of services, and the supplier will, upon firstwritten request, indemnify and hold Heraeus harmless from and against anyand all claims which are asserted or entered against Heraeus by any thirdparty on account of the infringement of a patent or other property right. The
supplier will reimburse Heraeus for all necessary costs and expenses arising
to Heraeus out of or in connection with such third party claims.
8.2 The supplier hereby indemnifies and holds Heraeus harmless fromand against all liability which may arise, unless such liability arises as aresult of the breach by Heraeus of the terms of this agreement or fraud,
negligence or wilful misconduct on the part of Heraeus or of its agents oremployees.
8.3 The supplier hereby indemnifies Heraeus against any cost, loss orliability reasonably incurred by Heraeus (acting reasonably) as a result ofacting or relying on any notice given to Heraeus under the provisions of thisagreement which it reasonably believes to be genuine, correct andappropriately authorised, unless directly caused by the negligence or wilful
misconduct of Heraeus.
9.

10.

Intellectual Property Rights and Know-How

10.1 All right, ownership and interest in and to any models, samples,drawings, software, documentations and other records as well as all right,ownership and interest in and to any materials, tools, production and testing
equipment and know-how disclosed or released by Heraeus to the suppliershall remain vested solely in Heraeus. Any such items, information anddocuments must be treated as confidential and may not be transmitted to
any third party, unless with the express prior written consent of Heraeus andunless such third party is bound by the same obligations of confidentiality.
10.2 All items, information and documents set forth in clause 10.1 must bereturned to Heraeus, without request, immediately upon performance of thecontractual obligation or when they are no longer required by the supplier.
Any other use or disposal, whether in fact or in law, and/or any direct orindirect exploitation of such rights, items and documents by the supplier or
any third party is expressly prohibited.
10.3 In the case of research, development, construction, engineering orother contracts covering the elaboration of a solution to a technical problem,
all right, ownership and interest in and to any inventions made by thesupplier in performing the contract as well as any patents to be applied for,already applied for, or granted on such inventions shall be exclusively due
to Heraeus. The same shall apply to any new technical know-how which
does not belong to the state of the art. At the request of Heraeus, the supplier
will exploit inventions which are made by its employees. The supplier agrees
and undertakes to notify Heraeus in writing of any such new technical knowhow or employee invention within a period of six (6) weeks. The costs
incurred in order to comply with the Trade Marks Act, 1993, the CopyrightAct, 1978 or the Patents Act, 1978 will be borne by Heraeus.
11.

Heraeus Code of Conduct

11.1 The supplier hereby commits to Heraeus to comply with all legallybinding rules and regulations, , in respect of all export and importprohibitions in force, all applicable customs and tax regulations as well as
all applicable legal regulations for the protection of the environment, and not
to offer, promise, or grant any benefits to employees of Heraeus asconsideration for the preferential treatment in the procurement of products
or services (“Bribery”), to ban forced and child labor, and to ensure for its
own staff a fair pay, appropriate working hours, safety at work and a nondiscriminating working environment.
11.2 Heraeus may terminate the contract with the supplier without notice inthe event that the supplier commits a breach of its obligations set forth in thepreceding paragraph. The supplier commits to pay a contractual penalty inthe amount of 10% of the order value to Heraeus, without prejudice, in thecase of Bribery or violation of the applicable laws for the protection of faircompetition. Furthermore, the supplier shall indemnify and hold harmless
Heraeus from and against any third-party claims which are asserted orentered against Heraeus on account of, or in connection with, the supplier's
breach of its obligations set forth in the preceding paragraph.
12.

Miscellaneous

12.1 The place of performance for all payments between Heraeus and thesupplier is the registered place of business of Heraeus.
12.2 These General Terms of Purchase and any agreement between
Heraeus and the supplier shall be governed by and construed in accordancewith the law of the Republic of South Africa.
12.3 The place of jurisdiction shall be the Republic of South Africa.
However, Heraeus shall be entitled to recourse in any court having
jurisdiction under the laws of the country in which the supplier has its
registered place of business.

Prices and Terms of Payment

9.1 The prices specified in the purchase orders are binding. These prices
include any and all services and ancillary services provided by the supplier(such as mounting and installation, for example) as well as all ancillary costs(such as packaging, transport and transport and liability insurance). The
supplier shall take back packaging materials at the request of Heraeus.
9.2 All invoices must specify the SAP purchase order number of Heraeus,
the exact description and quantity of the goods delivered or services
provided, and the price per unit or quantity. All invoices must be sent to theaddress specified in the purchase order.
9.3 Unless otherwise agreed between the parties, the agreed prices
become due and payable within sixty (60) calendar days after full
performance of the delivery and/or service (as well as acceptance, ifapplicable) and receipt of a proper invoice. If the invoice is paid within
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