Heraeus Kabushiki Kaisya - General Terms of Purchase (May 2019)1.

GeneralAll purchase orders (hereinafter referred to as the “PurchaseOrders”) of Heraeus Kabushiki Kaisya (Heraeus K.K.), Sumitomo
Fudosan Otawa Building 1F, 2F, 5F, 2-9-3, Otsuka, Bunkyo-ku,
Tokyo 102-0012, Japan (hereinafter referred to as “Heraeus”)
regarding the delivery of goods and the provision of services by theseller (hereinafter referred to as the “Seller”) are subject to thefollowing General Terms of Purchase (the Purchase Order and theseTerms and Conditions hereinafter collectively referred to as the“Purchase Agreement”). Conflicting terms and conditions presented
at any time by Seller will be considered proposals that go into effectonly to the extent accepted in writing by Heraeus. Under thisPurchase Agreement, Seller agrees to sell and Heraeus agrees topurchase certain goods, products, or services as described in thePurchase Order (the “Goods”).
2.

Orders, AcceptanceA Purchase Order will be deemed accepted by Seller upon theearlier of Seller’s (a) written acceptance of the front page of thePurchase Order, (b) shipment of any Goods, or (c) failure to provide
written notice of rejection to Heraeus within five business days after
Heraeus issues the Purchase Order or instructions. Heraeus may
revoke or make any changes to the Purchase Order until acceptedby Seller.
3.

Quality, Packing and Documentation

3.1 Quality. Seller agrees, represents, and warrants that allGoods supplied under this Purchase Agreement will bemanufactured in strict accordance with the applicable Heraeus
specifications and requirements. Goods must consist only of newmaterials, unless otherwise specified.
3.2 Packaging. Goods must be packaged securely, and each
shipment must include documentation stating the exact quantities
and description of the Goods shipped.
4.

Shipping and Delivery

Time is of the essence. Heraeus requires the ordered Goods onthe date specified for the purpose of efficiently conducting its
operations. Seller must report to Heraeus immediately any
anticipated delay in shipment or delivery. Heraeus reserves the rightto terminate the Purchase Order in whole or in part, with no liability
to Seller, should Seller fail to make deliveries in accordance with theterms of this Purchase Agreement.
5.

Inspection

Heraeus reserves the right to inspect and reject any Goods it
receives. Defective or non-conforming Goods will be held for Seller’s
instruction at Seller’s risk and, if Seller so directs, will be returned atSeller’s expense. Payment for any Goods prior to inspection does notconstitute acceptance. Payment, if made, is without prejudice to any
and all Heraeus claims against Seller.
6.

Change of Manufacturing Process

Seller agrees to provide reasonable prior written notice toHeraeus (i) of any changes to the manufacturing process ormanufacturing location of the Goods that may materially affect the fit,form or function of the Goods and (ii) of any plans to discontinue
production of any Goods; subject to Heraeus right, however, to makea “final buy” of up to one year’s supply of such Goods before Seller
discontinues production.

7.

Cancellation

Notwithstanding any provision to the contrary, Heraeus may
cancel any Purchase Order or terminate this Purchase Agreement bywritten notice to Seller immediately upon the occurrence of any of thefollowing:(1) if Seller has breached, or Heraeus reasonably believes
that Seller has breached, any provision hereunder;(2)

the dissolution of Seller;(3) the insolvency, filing of a voluntary or involuntary petition
under any law relating to bankruptcy, appointment by a court of atemporary or permanent receiver, trustee or custodian for Seller’sbusiness, or an assignment of Seller’s assets for the benefit of its
creditors; or(4) if Seller sells its business to a third party either through astock or equity ownership transfer or through a sale of substantiallyall of its assets.
8.

Warranty and Indemnity

8.1 Warranty. Seller expressly warrants that all Goods (a) will
conform to the description or specifications furnished by Heraeus, (b)will be free from defects in materials, design and workmanship, and(c) will be of merchantable quality for a period of not less than 365
days after delivery to Heraeus. The warranties under this Section 8.1
will survive delivery and cannot be deemed waived either by reasonof Heraeus’s acceptance of or payment for Goods. Any deviationfrom the warranties under this Section 8.1 must be approved inwriting by Heraeus.
8.2 Warranty Claims. If Seller delivers Heraeus defective ornon-conforming Goods, Heraeus may, at its option (a) accept someor all of the Goods with a claim for damages against Seller associatedwith the defect or non-conformance, (b) reject some or all of theGoods and terminate further deliveries, or (c) at Heraeus’s sole
option, require Seller to promptly repair or replace the Goods.
Heraeus may also fix any defect or non-conformance, with Seller
reimbursing Heraeus for the associated costs.
8.3 Returns. If Seller is unable to replace Goods under
Section 8.2 within ten days of Heraeus’s notice, Heraeus may returnsuch Goods to Seller immediately and Seller must promptly refund toHeraeus all monies paid by Heraeus to Seller for such Goods.
8.4 Non-Infringement. Seller warrants and covenants that theGoods do not and will not infringe or misappropriate the patent,
trademark, copyright, trade secret or other intellectual property rights
of any third party.
8.5 Infringement Indemnity. Seller shall indemnify, defend
and hold harmless Heraeus, its affiliates and their respective officers,
directors, employees and agents from and against any claims,
losses, damages, liability and costs arising out of any claim, suit oraction alleging infringement of any intellectual property rights of athird party by the Goods purchased under this Purchase Agreement.
Seller may meet its obligation under this Section 8.5 if Seller obtains
a license for Heraeus, its affiliates and their respective customers tocontinue to use, manufacture, market and sell any productincorporating the purportedly infringing Goods.
8.6 Product Liability Indemnification. Seller shall indemnify,
defend and hold harmless Heraeus, its affiliates and their respectiveofficers, directors, employees and agents from and against anyclaims, losses, damages, liability and costs arising out of any claim,
suit or action alleging personal injury or property damage caused by
the Goods purchased under this Purchase Agreement.

9.

Confidential Information and Property Ownership

9.1 Disclosure. Heraeus may provide to Seller certain
information (written and verbal), intellectual property, supplies,
drawings, software, specifications, tools, equipment, molds, fixturesand other proprietary items as Heraeus may determine necessary for
Seller to fulfill the applicable Purchase Order (“ConfidentialInformation”). Confidential Information is Heraeus property and isconfidential. Seller undertakes to protect Confidential Information
with the same degree of care as it uses for its own confidential
information, but no less than reasonable care. Without Heraeus’s
prior written consent, Seller will not (a) disclose any ConfidentialInformation, including the terms of this Purchase Agreement, except
to its employees as necessary for Seller to perform its obligations
under this Purchase Agreement, (b) use any Confidential Informationexcept as necessary for Seller to perform its obligations under thisPurchase Agreement, or (c) transfer any Confidential Information toa third party.
9.2 Return. Upon completion of the transactions under theapplicable Purchase Order, at Heraeus’s written direction, Seller
must destroy or return any Confidential Information or copies. Seller
assumes liability for loss, damage or misuse of any Confidential
Information. If Heraeus reasonably requests, Seller must execute a
more extensive confidentially agreement with Heraeus to protect
Confidential Information.
9.3 No License. Except as provided in this Purchase
Agreement, Heraeus is not granting Seller a license to any
Confidential Information.
9.4 Ownership. Heraeus will, at all times, have and retain all
rights, title, and interests to all Confidential Information, any otherproperty generated during Heraeus manufacturing activities and any
improvements to the Goods made by Heraeus during themanufacturing process. Any improvement of or additions to theGoods by Heraeus are Heraeus’s property.
10. Compliance with Laws; Heraeus Code of Conduct
10.1 Compliance with Laws. In filling any Purchase Order,Seller shall comply with all applicable federal, state and local laws,
government regulations and orders, including without limitation
concerning: (a) manufacture, sale, delivery, or use of the Goods; (b)occupational safety and health; (c) protection of persons and property
from death, injury or damage; (d) labor and employment, including
equal employment opportunity; (e) tax; (f) export control; (g) theenvironment and the use, handling, storage, labeling, and disposalof toxic or hazardous materials; and (h) money laundering, bribery,anti-terrorism, trade embargos, and economic sanctions.
10.2 Heraeus Code of Conduct. Heraeus has adopted certain
principles for the responsible conduct of its business as expressed in
the Heraeus Code of Conduct, a copy of which has been madeavailable to Seller. Seller shall perform under this Purchase
Agreement in accordance with the Heraeus Code of Conduct.
10.3 Compliance Indemnification. Seller shall indemnify,defend and hold harmless Heraeus, its affiliates and their respective
officers, directors, employees and agents from and against any
claims, losses, damages, liability and costs arising out of any claim,
suit or action alleging Seller’s conduct which is in breach of thecovenants under this Section 10.
11. Governing Law, Arbitration and Venue
11.1 Governing Law. This Purchase Agreement will be
construed in accordance with and governed solely by the laws ofJapan, without regard to its conflict of laws rules.
11.2 Mediation and Venue. Heraeus and Seller will firstendeavor to resolve through good faith negotiations any disputearising under or relating to this Purchase Agreement. If a disputecannot be resolved through good faith negotiations within areasonable time, any actions brought under this Purchase
Agreement will have venue and jurisdiction solely in the Tokyo
District Court.
12. Miscellaneous
12.1 Entire Agreement. This Purchase Agreement, and thedocuments referenced in this Purchase Agreement, including anyspecifications, constitute the entire understanding and agreement
between Heraeus and Seller, and supersede all prior oral or written
negotiations and agreements with respect to the subject matter ofthis Purchase Agreement. Conflicts in terms will be resolved in thefollowing order of precedence: (a) customized terms of the Purchase
Order; (b) this Purchase Agreement; and (c) any written agreement
signed by authorized representatives of Heraeus and Seller
expressly amending this Purchase Agreement. No modification,change or amendment of the Purchase Agreement will be valid
unless made in writing and signed on behalf of Heraeus and Seller
by its duly authorized officer or representative.
12.2 Severability. If any provision of this Purchase Agreement
is prohibited by law or held by a court of competent jurisdiction to beillegal, invalid or unenforceable, the remaining provisions will remainin full force and effect.
12.3 Waiver. No failure by Heraeus or Seller to enforce or takeadvantage of any provision under this Purchase Agreement will
constitute a waiver of the right subsequently to enforce or takeadvantage of such provision.
12.4 No Assignment. Neither Heraeus nor Seller may assign
this Purchase Agreement to a third party without the prior writtenconsent of the other party except, with prior notice: (a) to an affiliate;or (b) to a third party who will acquire, by sale of assets, merger orotherwise, all or substantially all of the assets of such party. The
assigning will remain obligated to perform under this Purchase
Agreement notwithstanding such assignment.
12.5 Notices. Unless otherwise noted, all notices orcorrespondence pursuant to this Purchase Agreement must be sent
(or faxed with a follow up copy sent) to the address or number and tothe contact on the Purchase Order or to such other address as may
be designated by Heraeus.