2.4 Acceptance. Goods will be deemed accepted upondelivery unless Customer rejects the Goods within 48 hours ofarrival at Customer’s designated destination. Claims forshortages, damage, or visible defects must be made in writing
within that time period.

HERAEUS CONAMIC NORTH AMERICA LLCTERMS AND CONDITIONS OF SALE
1. General
1.1 The sales agreement consists of, in order ofprecedence: the Heraeus Conamic North America LLC(“Heraeus”) quotation, offer or order acknowledgement(typed portions control over pre-printed portions) (each, an“Offer”), the Product Specifications, and these Terms andConditions (collectively, the “Sales Agreement”). Any
conflicting terms contained in Customer’s purchase order, orother method of acceptance or order, constitutes a proposal toamend the Sales Agreement. The proposal will not govern
unless expressly accepted in writing by Heraeus. If the Sales
Agreement is deemed an acceptance to Customer’s offer, it isconditioned on Customer assent to the Sales Agreement.

2.5 Storage; Consignment. If Customer refuses orotherwise declines to accept delivery of Goods, Heraeus may,as Customer’s agent and without liability to Heraeus, store or
arrange for storage of such declined Goods at Customer’sexpense. Such Goods will be deemed delivered at the timethey are either put into storage or turned over to the carrier forshipment, whichever occurs first. Any consignment
arrangement must be specified in the Offer or in an addendum
to the Sales Agreement.
2.6 Title. Title and risk of loss to the Goods will pass toCustomer in accordance with the INCO Terms specified in theOffer. Customer, however, grants to Heraeus a security
interest in the Goods until payment in full and performance byCustomer under the Sales Agreement. Heraeus may document
this security interest in a security agreement and a UCC
financing statement.

2. Orders, Payment and Delivery
2.1 Sale of Goods. Customer agrees to purchase fromHeraeus the goods, products and services described in theOffer (“Goods”).
2.2 Purchase Price, Payment Terms. Prices and timeof payment for the Goods are as described in the Offer. Unlessotherwise stated, all prices are in U.S. dollars. Customer willpay Heraeus at the location and manner indicated in the Offer.
Heraeus reserves the right to require Customer to prepay for
all or part of the Goods. Prices do not include applicable
federal, state and local taxes of any kind. Customer must pay
any such taxes, unless Customer provides a valid tax
exemption certificate authorized by the applicable taxing
authority. If Customer does not pay Heraeus on the applicabledue date, Heraeus reserves the right to apply a finance charge
to the outstanding balance of 1.5% per month, not to exceed
the maximum amount of interest permitted by law. Customer
may not set off any amounts due from Customer to Heraeusunder the Sales Agreement against any other amounts which
may be due from Heraeus to Customer.

2.7 Additional Work/Customer Changes. Heraeus
may perform additional work for Customer not covered in theOffer. Any additional work is subject to additional charges,
which Heraeus will disclose to Customer in advance. Change
requests after production of Goods has commenced may resultin a new price and new Offer.
3. Warranty and Indemnity
3.1 Limited Warranty. Heraeus warrants that for aperiod of 90 days from the date of receipt by Customer, theGoods (a) will substantially conform to the specifications
provided to Customer, subject to reasonable variations plus orminus, and (b) will be free from defects in materials, design
and workmanship. Customer must notify Heraeus in writingof any defects within 20 days of the end of the warranty period.
Customer may not make a claim against Heraeus or its
suppliers based on any reasonable variation in thespecification of the Goods that do not adversely affect thegeneral performance of the Goods. Heraeus is not responsible
for performance figures given in any source other than thespecifications. This warranty only extends to Customer.

2.3 Shipment and Delivery. Heraeus will pack and ship
the Goods in accordance with its then-current practices, unless
Heraeus and Customer agree otherwise in writing. Customer
will pay all transportation, shipping and handling charges for
the Goods. Goods will be deemed delivered when they are (a)turned over to the carrier for shipment or (b) put into storage
for the Customer’s benefit, whichever occurs first. Heraeus
will endeavor to meet all estimated delivery times; availabilityof Goods and delivery times are estimates, however, and notguaranteed. Heraeus is not and will not be liable for any loss,
injury, damage or other expense that Customer or any otherparty may suffer if Goods are shipped after the estimatedshipment date. Delivery may be subject to issuance of required
licensing and approvals by local, state and federal regulatory
bodies.
Sales Terms 3.9 – March 31, 2021

3.2 Warranty Claims. As Customer’s sole remedy,
Heraeus will, at its option, replace or refund the price paid for
any Goods that do not conform to the warranty under Section
3.1. Heraeus may require inspection of the defective or nonconforming Goods. Customer may not return any Goods toHeraeus unless such return is first authorized in writing byHeraeus.
3.3 Non-Defective Goods. Heraeus may require
Customer to reimburse Heraeus for all reasonable Heraeus
1Heraeus Conamic North America LLC

charges if Heraeus is required to examine or rework returned
Goods that are determined by Heraeus to comply with thewarranty under Section 3.1.

LIABILITY OR OTHERWISE, SHALL IN NO EVENT
EXCEED THE LESSER OF (I) THE PURCHASE PRICE OF
THE SUBJECT GOODS OR (II) $100,000.

3.4 Misuse of Goods. Heraeus disclaims liability that
may arise: if the Customer or any third party modifies,
misuses, improperly installs or repairs the Goods; if the Goods
suffer an accident, neglect, or adverse conditions; or if theGoods are used contrary to published specifications orinstructions of use. The warranty under Section 3.1 willterminate when Customer incorporates the Goods into
Customer’s products, even if the warranty has not expired,
unless the Goods were verified to comply with thespecifications using tests or methods acceptable to Heraeus.

5. Termination, Damages and Remedies
5.1 Early Termination. If Customer terminates orcancels the Sales Agreement for any reason other than breachby Heraeus, at Heraeus’s option, and in addition to all otherremedies available at law or in equity: (a) Customer must
accept delivery of and pay the purchase price for all Goods
that are either finished or ready for shipping; and (b) Customer
must reimburse Heraeus for (1) all actual costs incurred by
Heraeus in connection with the uncompleted order as ofreceipt of notice of cancellation, and (2) all other costs, if any,including general, selling and administrative expenses,
cancellation charges incurred by Heraeus and a reasonableprofit on the terminated portion of the Sales Agreement.

3.5 WARRANTY
LIMITATIONS.
THEWARRANTY UNDER SECTION 3.1 IS EXCLUSIVE AND
MADE IN LIEU OF ALL OTHER WARRANTIES,EXPRESSED OR IMPLIED, INCLUDING WITHOUT
LIMITATIONS THE IMPLIED WARRANTIES OFMERCHANTABILITYAND
FITNESSFORA
PARTICULAR PURPOSE. NO MODIFICATION OR
ALTERATION OF THE FOREGOING WARRANTYSHALL BE VALID OR ENFORCEABLE UNLESS SETFORTH IN A WRITTEN AGREEMENT SIGNED BY
HERAEUS AND CUSTOMER.

5.2 Bankruptcy. If Customer dissolves, is voluntarily
or involuntarily declared bankrupt, insolvent or subject toreceivership, trustee or custodial administration, or assigns its
assets for the benefits of its creditors, Heraeus may terminate
this Agreement with written notice to Customer.
5.3 Offset. Heraeus may offset any claims, refunds orother damages due to Heraeus under the Sales Agreement
against any discounts, refunds, rebates, warranty work or otheramounts due to Customer from Heraeus.

3.6 Customer Indemnity. Customer shall indemnify
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 (a) a breach by Customer of theSales Agreement, or (b) personal injury or property damage
arising from the use, operation, or failure to operate the Goods,
except to the extent caused by the gross negligence or willful
misconduct of Heraeus.

6. Compliance; Insurance
6.1 Compliance with Laws. With respect to all
activities under the Sales Agreement, each of Heraeus andCustomer shall comply with all applicable federal, state andlocal laws, government regulations and orders, including
without limitation concerning: (a) delivery, use, or sale of theGoods; (b) occupational safety and health; (c) protection ofpersons and property from death, injury or damage; (d) laborand employment, including equal employment opportunity;(e) tax; (f) export control; (g) the environment and the use,
handling, storage, labeling, and disposal of toxic or hazardousmaterials; and (h) money laundering, bribery, anti-terrorism,
trade embargos, and economic sanctions.

4. LIABILITY LIMITATION
4.1 IN NO EVENT SHALL HERAEUS BE LIABLE
FORANYINDIRECT,SPECIAL,PUNITIVE,INCIDENTAL OR CONSEQUENTIAL DAMAGES,INCLUDING WITHOUT LIMITATION LOSS OF
PROFITS, REVENUE, OR USE, INCURRED BY
CUSTOMER OR ANY THIRD PARTY, WHETHER SUCHDAMAGES ARE CLAIMED IN AN ACTION IN
CONTRACT, TORT, STRICT LIABLITY OR OTHERWISEEVEN IF HERAEUS WAS ADVISED OF THE
POSSIBILITY OF SUCH DAMAGES. HERAEUS’SAGGREGATE LIABILITY FOR DAMAGES ARISINGOUT OF OR IN CONNECTION WITH THE SALESAGREEMENT INCLUDING WITHOUT LIMITATIONUNDER THE INDEMNITY AND WARRANTYPROVISIONS, ON ACCOUNT OF ANY CLAIM OF ANY
KIND, WHETHER IN CONTRACT, TORT, STICT

Sales Terms 3.9 – March 31, 2021

6.2 Hazardous Goods. Customer acknowledges that
there may be hazards associated with the storage, use anddisposal of Goods. Customer agrees that only qualified andtrained individuals who have been made aware of thesepotential hazards will handle the Goods. Customer also
assumes all risk and liability resulting from its use or disposalof Goods.
6.3 Compliance Indemnification. Customer shallindemnify, defend and hold harmless Heraeus, its affiliates
and their respective officers, directors, employees and agentsfrom and against any claims, losses, damages, liability andcosts arising out of any claim, suit or action alleging
2Heraeus Conamic North America LLC

products; (c) for a claim of contributory infringement; or (d)required compliance with Customer’s specifications that arecustom and exclusive to Customer. SECTION 4, SECTION
7.4, AND THIS SECTION 7.5 STATE HERAEUS’SENTIRE LIABILITY AND CUSTOMER’S EXCLUSIVEREMEDIES WITH RESPECT TO ANY ALLEGEDINFRINGEMENT BY GOODS OR MISAPPROPRIATIONBY HERAEUS OF THIRD PARTY INTELLECTUAL
PROPERTY RIGHTS.

Customer’s conduct which is in breach of the covenants under
this Section 6.
7. Intellectual Property
7.1 Definition. “Intellectual Property” as used in theSales Agreement means: (a) patents, patent applications,continuations, continuation-in-part, divisions, reissues, patent
disclosures, inventions (whether or not patentable) or
improvements thereto; (b) trademarks, service marks, domainnames, logos, trade dress and trade names (whether registeredor unregistered), and pending applications to register theforegoing; (c) copyrights (whether registered or unregistered)and pending applications to register the same; and (d)confidential ideas, trade secrets, know-how, concepts,methods, processes, formula, reports, data and otherproprietary information. Except as specifically set forth in theSales Agreement, each party to the Sales Agreement retains allright, title and interest in and to its Intellectual Property, andneither party is granting to the other any ownership, interest,
right or license in such Intellectual Property.

8. Governing Law, Arbitration and Venue
8.1 Governing Law. The Sales Agreement will be
construed in accordance with and governed solely by the lawsof the State of New York, without regard to its conflict of laws
rules.
8.2 Arbitration. Heraeus and Customer will firstendeavor to resolve through good faith negotiations any
dispute arising under or relating to the Sales Agreement. If a
dispute cannot be resolved through good faith negotiations
within a reasonable time, such dispute will be resolved bybinding arbitration in New York County, New York, andadministered by the American Arbitration Association(“AAA”). Any such arbitration must be conducted by a single
arbitrator in accordance with the Commercial Arbitration
Rules of the AAA, including the Optional Rules for
Emergency Measures of Protection, in effect at the time thearbitration is commenced (except as modified in the Sales
Agreement). Any arbitration award must be issued within one
year from the date claimant files its notice of intention toarbitrate (i.e. the demand), and the arbitrator must agree tocomply with this schedule before accepting appointment. Anyevidentiary hearing must be held on consecutive hearing days.
Any monetary award in the arbitration must include pre-award
interest at the rate of 1.5% per month from the time of the acts
giving rise to the award. Judgment on the award rendered by
the arbitrator may be entered in any court having appropriate
jurisdiction.

7.2 New Intellectual Property. In the course ofmanufacturing Goods, Heraeus may invent, develop or
discover methods, techniques, processes, technology, knowhow, formulas or software that have application in Heraeus’s
business generally and are not specific to the Goods(“Heraeus Developments”). Heraeus’s Developments areand will be the sole and exclusive property of Heraeus.
7.3 No Reverse Engineering. In consideration ofreceipt of Goods, Customer covenants not to reverse engineer
any Goods and not to assist any other party, including any
affiliate of Customer, to reverse engineer any Goods.
7.4 Infringement Indemnification. Heraeus shallindemnify, defend and hold harmless Customer from andagainst any claims, losses, damages, liability and costs arisingout of any claim, suit or action alleging infringement of any
patent or copyright of a third party by Goods purchased by
Customer under the Sales Agreement.

9. Force Majeure.

7.5 Indemnification Limitations. Heraeus obligation
under Section 7.4 will apply subject to the following
conditions: (a) Customer notifies Heraeus in writing within 30
days of the claim and the delay does not prejudice Heraeus’sdefense; (b) Heraeus has sole control of the defense and all
related settlement negotiations; and (c) Customer provides
Heraeus with the assistance, information and authority
necessary to perform Heraeus’s obligation. Heraeus may meetits obligation under Section 7.4 if Heraeus obtains a license forCustomer to use the applicable Goods. Further, Heraeus’sobligation under Section 7.4 will not apply to the extent thealleging infringement arises out of: (a) the modification ofGoods by any party other than Heraeus; (b) the use orcombination of Goods with the Customer’s or any third party’s

Sales Terms 3.9 – March 31, 2021

9.1 If Heraeus’s ability to perform its obligations under
the Sales Agreement is limited, delayed or prevented in whole
or in part by any reason whatsoever not reasonably within thecontrol of Heraeus or its suppliers, including, but not limited
to, act of God, war, invasion, act of foreign enemy, hostilities,
civil war, rebellion, civil strife, strikes or industrial dispute, anoutbreak of disease or epidemic, Heraeus’s production plants
or facilities that are essential for providing the Goods are notin operation (e.g. annual physical inventory, unscheduled plantmaintenance, production changeover, legal holidays,
governmental inspection), insolvency or bankruptcy of asupplier, or by any law, rule, regulation, order or other action
by any public authority, transportation delays or the refusal of3

Heraeus Conamic North America LLC

13.3 No Third-Party Beneficiaries; Assignment. The
Sales Agreement is entered into solely for the benefit ofHeraeus and Customer, and no other person will acquire theright to enforce any provision of the Sales Agreement against
either party. Neither Heraeus nor Customer may assign theSales Agreement to a third party without the prior writtenconsent of the other party except, with prior notice: (a) to anaffiliate; or (b) to a third party who will acquire, by sale ofassets, merger or otherwise, all or substantially all of the assetsof such party. The assigning party will remain obligated toperform under the Sales Agreement notwithstanding suchassignment.

any necessary license, then Heraeus will be excused,discharged, and released from performance to the extent such
performance is so limited, delayed or prevented, without
liability of any kind.
10. Notices
10.1 All notices or correspondence pursuant to the Sales
Agreement must be sent to the address or email of the contact
noted in the Offer or to such other address as may bedesignated by Heraeus.
11. Severability
11.1 If any provision of the Sales Agreement is prohibitedby law, or held by a court of competent jurisdiction to beillegal, invalid or unenforceable, the remaining provisions willremain in full force and effect.

13.4 Survival. All provisions that are continuing innature, including but not limited to those involving indemnity,
will survive termination of the Sales Agreement.

12. Waiver13.5 Remedies. Heraeus’s rights and remedies are
cumulative and in addition to any other rights and remedies
provided by law or equity (or provided under the Uniform
Commercial Code except to the extent modified herein).

12.1 No failure by Heraeus or Customer to enforce or takeadvantage of any provision under this Sales Agreement will
constitute a waiver of the right subsequently to enforce or takeadvantage of such provision.

13.6 No Partnership. Nothing in the Sales Agreement
may be construed to create a partnership, joint venture oragency relationship between Heraeus and Customer.

13. Miscellaneous
13.1 Headings. The headings contained in the Sales
Agreement are for reference only and are not to be construed
to affect construction or interpretation of the Sales Agreement.
13.2 Entire Agreement. The Sales Agreement, and thedocuments referenced in the Sales Agreement, including anyspecifications, constitute the entire understanding andagreement between Heraeus and Customer, and supersede all
prior oral or written negotiations and agreements with respect
to the subject matter of the Sales Agreement. Conflicts interms will be resolved in the following order of precedence:(a) customized terms of the Offer; (b) the Sales Agreement;and (c) any written agreement signed by authorized
representatives of Heraeus and Customer expressly amending
the Sales Agreement. No modification, change or amendmentof the Sales Agreement will be valid unless made in writing
and signed on behalf of Heraeus and Customer by its duly
authorized officer or representative.

Sales Terms 3.9 – March 31, 2021

4Heraeus Conamic North America LLC