Heraeus Technologies India Private Limited - General Terms of Purchase 02/2021
1.
Scope and Application of terms and conditions
1.1 All purchase orders (deliveries of Goods and provision of services)of Heraeus Technologies India Pvt Ltd and of the companies affiliated to it
and domiciled in India ("Heraeus") are subject to the following General
Terms and Conditions of Purchase only.
1.2 These terms and conditions will apply to any contract formed inaccordance with Clause 3 to the exclusion of all other terms andconditions, including, without limitation, (i) any general terms andconditions of the Seller which deviate from these terms and conditions
and any supplementary provisions in the terms and conditions of theSeller, except where Heraeus gives its express prior written consent tothe applicability of the Seller's general terms and conditions, and (ii) any
terms and conditions which are implied by trade, custom, practice orcourse of dealings. The Seller's general terms and conditions will also not
become part of a contract between Heraeus and the Seller even if
Heraeus, although being aware of the Seller's deviating or contravening
terms and conditions, takes delivery of Goods, accepts services or effects
payment for such deliveries or services.
2.
Definitions
2.1 In these terms and conditions:"Buyer" means Heraeus Technologies India Pvt Ltd, having its registeredoffice in India or any of its subsidiaries or subsidiary undertakings as
defined by Section 2(87) Companies Act 2013;"Seller" means the person who offers a quotation for the purchase ofGoods by the Buyer or who receives order for the Goods from the Buyer;"Terms" means the standard terms and conditions of sale set out in thisdocument and (unless the context otherwise requires) includes any
special terms and conditions agreed in writing between Heraeus and theSeller;"Contract" means the Contract for the purchase and sale of the Goods inaccordance with these Conditions;“Force Majeure Event” has the meaning given in Clause 8;"Goods" means the Goods (including any instalment of the Goods or any
parts for them) which the Seller is to supply in accordance with these
Conditions;"Order" means Heraeus’s order for the Goods as set out in Heraeus’spurchase order form or in Heraeus’s written acceptance of the Seller’squotation;"Writing" includes facsimile and emails and comparable means ofcommunication.
2.2 Any reference in these Terms to any provision of a statute shall be
construed as a reference to that provision as amended, re-enacted or
extended at the relevant time a reference to a statute or statutory
provision includes any subordinate legislation made under that statute or
statutory provision, as amended or re-enacted.
2.3 A person includes a natural person, corporate or unincorporated
body (whether or not having separate legal personality).
2.4 The headings in these Terms are for convenience only and shall notaffect their interpretation.
3.
Offer, Acceptance and Formation of a Contract:
3.1 All orders, agreements and changes shall be binding only if placedor confirmed by Heraeus in writing. All correspondence must be exchanged
with the purchasing department of Heraeus.
3.2 Orders placed by Heraeus without a time limit for acceptance may
be accepted by the Seller only within fourteen (14) days from the orderdate. The Seller shall confirm the orders placed by Heraeus in written
form. However, orders will be deemed accepted if the Seller delivers
Goods or services to Heraeus in accordance with the orders placed by
Heraeus even if such orders are not confirmed by the Seller in written
form.
3.3 Quotations are binding and non-refundable unless otherwise
expressly agreed in writing.
3.4 In case of any deviation or variance between the Seller’s orderconfirmation and Heraeus’ purchase order, a contract shall be formed
only if the Seller has expressly advised Heraeus of the deviation and
Heraeus has agreed to such deviation in writing.
3.5 Price agreed and specified in the purchase order have been fixed
following relevant commercial negotiations between Heraeus and theSeller, who hereby acknowledges that same are competitive on thenational and international market, remunerative and to its full satisfaction.
3.6 Heraeus’s order expressly limits acceptance to the terms andconditions set forth in this document and the applicable Purchase Order.
Any terms and conditions contained in a proposal, quotation, Invoice,purchase order, acknowledgment, or any similar document of Seller
shall not constitute a part of the contract of sale resulting from Seller’s
acceptance of Heraeus’s order unless such terms and conditions are
specifically and expressly incorporated in Heraeus’s order. Any purported
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acceptance containing additional or different terms shall be deemed to be
an acceptance of the terms and conditions contained in this document,
notwithstanding such additional or different terms. Seller’s shipment ofGoods or commencement of services in response to Heraeus’s ordershall constitute acceptance of the terms and conditions set forth in thisdocument and any additional or different terms contained in any
acknowledgment or Invoice form submitted by Seller shall not constituteany part of the contract of sale resulting from Seller’s acceptance and are
hereby rejected. Prior courses of dealing, trade usage, and verbal
agreements not reduced to a writing signed by Heraeus, to the extent theydiffer from, modify, add to, or detract from, the terms and conditions herein,
shall not be binding upon Heraeus.
4.
Examination and Procurement Duties
4.1 Within the scope of its general and special professional knowledge,
the Seller shall examine all drawings, calculations, specifications andother terms of reference provided by Heraeus to exclude or avoid errors
and inconsistencies on its own initiative and shall report to and clarify with
Heraeus all concerns or objections, if any, promptly in writing.
4.2 The Seller is fully liable for the procurement of all subcontracted
materials and for all services which are required for the Goods ordered by
Heraeus.
5.
Prices and Terms of Payment
5.1 The prices specified in the purchase orders are binding. These
prices include any and all services and ancillary costs (such as packaging
fees etc.).
5.2 All Invoices must specify the 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 tothe address specified in the purchase order. Payment by Heraeus shallnot be due until Heraeus is in receipt of a correct and complete Invoice.
5.3 Unless otherwise agreed, the agreed prices become due andpayable within sixty (60) calendar days after full performance of thedelivery and/or service (as well as acceptance, if applicable) and receipt
of a proper Invoice.
5.4 Heraeus may, without limiting any other rights or remedies it may have,set off any amount owed to it by the Seller under the contract against any
amounts payable by it to the Seller under the contract and/or any otheragreement/contract between Heraeus and the Seller.
6.
Delivery; Seller's Lien; Security in the Supply Chain
6.1 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. Time is of essence in relation to the performance of the obligations
contained in this clause.
6.2 If the Seller is unable to comply with the binding period ofdelivery/performance, set forth in clause above, the Seller shall notify
Heraeus promptly and advise a practicable date for thedelivery/performance. In addition, the Seller is committed to notify
Heraeus without request of any difficulties in delivery/performance which
may arise, for any reason whatsoever, immediately after such difficulties
have come to the Seller's knowledge.
6.3 The Seller is obliged to strictly comply with all instructions andrequirements of Heraeus as regards mode of transport and the mode inwhich deliveries shall be made by the Seller to Heraeus.
6.4 If delivery is made to construction sites or directly to third parties,
unloading shall be at the cost and risk of the Seller.
6.5 Partial deliveries, over deliveries or under- deliveries are permissible
only with the express written approval of Heraeus which shall not be
unreasonably withheld. The Seller is committed to attach to each
shipment a delivery note exactly specifying the contents of the shipment,
the net weight per item, and the complete purchase order number of
Heraeus.
6.6 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 foregoing shall apply until Heraeus has fully settled all
payments owed by it for the Goods or services so affected.
6.7 With regard to quantities, weights and dimensions, the figures
determined by Heraeus during its incoming inspection shall prevail and be
decisive, unless otherwise evidenced by the Seller.
6.8 The Seller shall provide reasonable assistance to Heraeus in
obtaining preferential tariffs and other governmental benefits and submit
to Heraeus all supporting records and documents, especially certificates oforigin, which are requested by Heraeus for this purpose.
6.9 If any payment instruments, documents, certificates of origin orsales tax vouchers are missing, improper or incorrect, Heraeus reserves
the right to refuse acceptance of the Goods at the Seller's cost and risk.
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6.10 If the Seller has agreed to carry out the installation or assembly, orin the absence of any agreement stating otherwise, the Seller shall bear
6.11 all necessary expenses, such as travel expenses or tooling charges,
unless otherwise agreed.
6.12 No contractual liens and reservations of title from the Seller shall berecognised, unless expressly agreed in a separate written agreement
between Heraeus and the Seller.
6.13 The Seller 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. The Seller shall protect its deliveries ofGoods to and the performance of its services for Heraeus against
unauthorized access and manipulation and shall have such deliveries andservices performed by reliable personnel only. The Seller shall obligate
any subcontractors commissioned by it to give corresponding instructions
and to take corresponding measures.
6.14 The Seller represents and warrants that the Goods (i) correspondwith their description and any applicable specifications, drawings,
samples and descriptions; (ii) are of satisfactory quality and fit for any
purpose held out by the Seller or made known to the Seller by Heraeus
expressly or by implication, and in this respect Heraeus relies on the
Seller’s skill and judgement; (iii) if the Seller is responsible for design ofitems, the Seller warrants that all items delivered under the order will besuitable for use by Heraeus, including installation by Heraeus in its
ultimate products, will be free from defects in design, material andworkmanship and shall remain so for a period of at least 12 months after
delivery and acceptance by Heraeus (“Warranty Period”) unless otherwise
stipulated under the order; (iv) comply with all applicable statutory andregulatory requirements relating to the manufacture, packaging, storage,
handling and delivery of the Goods; and (v) do not contain any substances
which are restricted by laws and regulations of India, that the substances
which are contained in the Goods and its use(s) are either alreadyregistered or not subject to registration in accordance with the laws andregulations of India and, if necessary, that an authorisation in accordancewith the laws and regulations ofIndia has been granted. The Seller shallprepare the safety data sheet pursuant to the law of India, if required, andprovide them to Heraeus. If the Goods delivered are to be classified as
dangerous Goods within the meaning of the applicable international rules,
standards and guidelines, the Seller must notify Heraeus thereof no later
than on the date of the order confirmation.
7.
Title and Ownership
7.1 Heraeus retains title to, and ownership of, any and all items, such as
substances, tools, materials and other items, which are provided by it to
the Seller 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 Seller's cost. The processing,blending or combining (further processing) of any such items by the Seller
is made on behalf of Heraeus. The same applies to the further
processing by Heraeus of the Goods delivered to it, so that Heraeus isdeemed to be the manufacturer and obtains ownership of the product somanufactured.
7.2 Title to, and ownership of, the Goods shall be transferred to
Heraeus unconditionally upon delivery and regardless as to whether thepurchase price has been paid. If, in the individual case, Heraeus accepts anoffer from the Seller for the transfer of ownership of Goods which isconditional upon payment of the purchase price, the Seller's reservation of
title shall lapse upon payment of the purchase price of the Goods at thelatest. In such case, Heraeus is authorized to use or resell the Goods in theordinary course of operation or business also prior to the payment of thepurchase price.
8.
Force Majeure
If a force majeure event occurs, being an event which cannot be
foreseen, avoided or overcome (including but not limited to unforeseeable
natural disaster; fire; flood; strike; lockout; government action or any otherevent that impairs, delays or stops the production and carriage of
products or makes the production and carriage of products
unreasonable), the obligations of the affected party for executing thecontract during the period when such force majeure event continues will besuspended. The party, who alleges being affected by a force majeure
event, shall immediately notify the other party after the occurrence of suchforce majeure event, take proper measures to reduce or eliminate theimpact and use best efforts to resume its performance of the obligations
as soon as possible. If, as a result of a force majeure event, supply and/or
delivery of the Goods has been delayed for more than eight (8) weeks, orthe force majeure event which prevents one party from performing its
obligations has continued for more than eight (8) weeks and is still
continuing, either party shall have the right to terminate the contract,
without being held liable for any loss or damage suffered by the otherparty as a result. For the avoidance of doubt, the Seller’s own
procurement risk shall not be deemed as a force majeure event
hereunder.
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9.
Liquidated Damages
9.1 In the event that the Seller defaults in the timely performance of its
duty to deliver/provide a service, Heraeus may claim liquidated damages
at the rate of 0.5 % of the aggregate order value for each commenced
calendar week of the Seller's default, but no more than 5 % of theaggregate order value. The parties hereby unconditionally and irrevocably
acknowledge that the sums stipulated herein would constitute a genuine
pre-estimate of losses suffered by Heraeus and each party hereto hereby
waives any objection it may now or hereafter have that those sums would
be otherwise than fair and reasonable compensation. Heraeus is entitledto directly deduct such liquidated damages for delay in delivery from its
payment. Without prejudice to the above entitlement of Heraeus, if theSeller has been in delay in delivery (which is not due to Heraeus’s fault)
for more than 30 days, Heraeus has the right to terminate the contract.
The Seller shall fully indemnify Heraeus against all losses incurred by
Heraeus (including but not limited to the difference between the price for
procuring substitute products from a third party and the price of the Goods
under the relevant specific contract). This shall not apply if the Seller
furnishes valid proof that the default was caused by an event of force
majeure.
9.2 The liquidated damages pursuant to clause 9.1 shall be incurred assoon as the Seller defaults in delivery. The liquidated damages are
immediately due for payment.
9.3 Heraeus may assert the liquidated damages in addition to its claim
for performance of the Seller's duty to deliver. If Heraeus accepts the
Seller's delayed performance, Heraeus may claim the liquidated damages
even if it has not expressly reserved this right at the time of receipt ofdelivery. Heraeus shall declare the reservation of its right to assert theliquidated damages no later than the time of its final payment of the delivery
concerned.
9.4 The assertion of any further damage by Heraeus shall not be
excluded.
10. Claims for Defects; Recourse and Product Liability; Insurance
10.1 The Seller is responsible for the perfect condition of the Goods
delivered and the services provided and for the conformity with warranted
characteristics and agreed specifications. The Seller is in particularresponsible for the conformance of the Goods and services to the state of
the art, to the generally accepted technical and occupational health andsafety regulations of public authorities and trade associations, and for thecompliance of the Goods and services with all applicable laws.
10.2 Heraeus' inspection is limited to defects which become apparent
upon outward examination of the Goods during the incoming inspection
and to defects which become apparent during quality control by way ofrandom sampling (such as wrong delivery and shortfall in delivery, forexample). Above and beyond the foregoing, it depends on the feasibility ofsuch an inspection in the ordinary course of business, with due regard to thecircumstances in the individual case. Heraeus' duty to give notice of defects
which are discovered later remains unaffected.
10.3 The Warranty Period shall be twelve (12) months from the time ofdelivery and acceptance of the Goods by Heraeus. The Seller shall repair
defects in the delivered Goods which have been notified by Heraeus
during the Warranty Period (including the failure of the Goods to comply to
warranted properties) promptly upon request and at the Seller’s own cost,
including additional expenses. In the event of such repair being
impossible or of it being unreasonable to expect Heraeus to accept
required components, the Seller shall at its own cost replace the defective
components by components which are free from any defect.
10.4 If the Seller, within the scope of subsequent performance of thecontract, remedies a defect by rectification or by delivery of a fault freeproduct, the 12- month Warranty Period shall restart, commencing from thetime such defect was remedied or such fault-free productdelivered (as thecase may be).
10.5 If the Seller defaults in its duty of subsequent performance of thecontract within a reasonable time period fixed by Heraeus without having
the right to refuse such subsequent performance, Heraeus is entitled toitself remedy, or cause to be remedied by any third party, the defect at thecost of the Seller and to claim from the Seller an advance payment of thecosts thereby incurred.
10.6 All costs arising to Heraeus from the Seller's delivery of defective
Goods or provision of defective services, especially travel and transport
expenses, labor and material costs, and the costs of an incoming
inspection exceeding the usual scope, shall be borne by the Seller. Any
costs incurred by the Seller for the examination and rectification of defects(including any removal and installation costs) shall be borne solely by the
Seller even if it turns out that there was actually no defect. Heraeus shall be
liable to pay damages to the Seller for unjustified claims for remedy of adefect only if Heraeus has recognized, or grossly negligent failed torecognize, that no defect existed.
10.7 The Seller is obligated to indemnify and hold Heraeus harmlessfrom and against any and all product liability claims, and from any loss ordamage arising therefrom, if and to the extent that such claims are
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attributable to a defect in the Goods delivered/manufactured or theservices provided by the Seller. If the cause of the loss or damage iswithin the responsibility of the Seller, the burden of proof shall rest on the
Seller. The Seller shall refund also any and all costs and expenses to theextent of the Seller's indemnity obligation, including the costs of bringing
an action or the costs generated by a product recall. Heraeus will informthe Seller of the scope and content of such product recall to the extent
practicable and reasonable.
10.8 The Seller commits also 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.
11. Infringement of Third Party Property Rights
The Seller warrants that no patent rights or other property rights of any third
party are infringed by or in connection with the manufacture, sale,
distribution and use of the Goods supplied by the Seller or provision ofservices by the Seller, and the Seller will, upon first written request,
indemnify and hold Heraeus harmless from and against any and all claims
which are asserted or entered against Heraeus by any third party on
account of the infringement of a patent or other property right. The Seller
will reimburse Heraeus for all necessary costs and expenses arising to
Heraeus out of or in connection with such third party claims. Irrespectiveof the foregoing, Heraeus shall be entitled to enter withany third party
into agreements on the alleged infringement of property rights, especiallycompromise settlement agreements, also without the consent of theSeller.
12. Industrial Property Rights and Confidentiality
12.1 All right, title and interest in and to any models, samples, drawings,
software, documentations and other records as well as all right, title andinterest in and to any materials, tools, production and testing equipment
and know-how disclosed or released by Heraeus to the Seller shall remain
vested solely in Heraeus. Any such items, information and documents
must be treated as confidential and may not be transmitted to any third
party, unless with the express prior written consent of Heraeus and suchthird party is bound by the same obligations of confidentiality.
12.2 All items, information and documents received from Heraeus for
performance of obligations under the purchase order by the Seller must be
returned to Heraeus, without request, immediately upon performance ofthe contractual obligation or when they are no longer needed by the
Seller. Any other use or disposal, whether in fact or in law, and/or any
direct or indirect exploitation of such rights, items and documents by the
Seller or any third party is expressly prohibited.
12.3 In the case of research, development, construction, engineering orother contracts covering the elaboration of a solution to a technicalproblem, all right, title and interest in and to any inventions made by the
Seller in performing the contract as well as any patents to be applied for,already applied for, or granted on such inventions shall vest exclusively in
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 Seller will
exploit inventions which are made by the Seller’s employees. The Seller
agrees and undertakes to notify Heraeus in writing of any such newtechnical know-how or employee invention within a period of six (6)weeks. The Seller agrees that at any time and from time to time hereafter,
it will upon written request take any and all steps and execute,acknowledge and deliver any and all further instruments and assurances
necessary or expedient in order to vest any patents or copyrights or
copyright licenses and interests more effectively in Heraeus.
12.4 A party (“receiving party”) shall keep in strict confidence all technicaland commercial know-how, specifications, inventions, processes or
initiatives which are disclosed to the receiving party by the other party(“disclosing party”), its employees, agents or sub-contractors, and anyother confidential information concerning the disclosing party’s business,
its products or its services whichthe receiving party may obtain. The
receiving party shall only disclose such confidential information to those of
its employees, agents or subcontractors who need to know the same forthe purpose of performing the receiving party’s obligations under thecontract, and shall ensure that such employees, agents or subcontractors
shall keep such information confidential. Any reference to purchase
contract or order of Heraeus or to the relationships existing between
Heraeus and the Seller with respect to advertising materials produced by
the Seller or to the communications to third parties by the Seller shall be
previously approved by Heraeus in writing.
13. Cancellation and Termination
13.1 Heraeus may cancel purchase order(s) or any portions thereof for
any reason by written notice prior to delivery. Cancellation shall be effective
upon the Seller’s receipt of the written notice from Hereaus, or thereafter
upon the date specified in such cancellation notice. The Seller shall cease
operation on subject purchase order(s) in accordance with thecancellation notice. Heraeus will have no liability for cancelled purchaseorders other than as set forth in Clause 13.2.
13.2 In the event of a cancellation under Clause 13.1, upon provision of
the relevant documents and proofs by the Seller supporting the amounts of
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its costs incurred in connection with the cancelled purchase order prior to
the effective date of the cancellation (but only to the extent that the Sellercannot, by using reasonable endeavors, reduce or mitigate them),
Heraeus will pay the Seller for such reasonable costs, and the Seller will
deliver to Heraeus (unless otherwise directed by Heraeus’ purchasing
department) all completed parts, parts in process, all components
procured on account of subject purchase order(s), and any tooling andequipment owned by Heraeus. This shall be the Seller’s sole remedy at law
and in equity and Heraeus’s sole liability, in no event shall Heraeus beliable to the Seller for any sum in excess of the aggregate order value forthe cancellation and for damages of any kind whatsoever.
13.3 Heraeus may terminate the contract immediately and withoutcompensation to the Seller by giving the Seller notice to that effect if at any
time:
13.3.1the Seller commits a material or persistent breach of thecontract,
13.3.2the Seller becomes insolvent or bankrupt, makes an involuntaryarrangement with its creditors during liquidation process, enters into
administration or go into liquidation, or a receiver or other security holder
is appointed over all of any part of the Seller’s assets or undertakings; or
13.3.3in the circumstances set out in this Terms.
13.4 In the event of any termination, Heraeus shall not incur any liability
whatsoever and the Seller shall not have any rights to damages orindemnification of any nature against Heraeus and hereby expressly
waives any such claims. Heraeus shall not be liable for production losses,
lost profits, direct, indirect, incidental, special, and consequential or
any other loss or damages under these terms or from any cause
whatsoever.
14. Heraeus Code of Conduct
14.1 Seller hereby commits to Heraeus to comply with all legally binding
rules and regulations, in particular with all applicable laws for theprotection of fair competition, all export and import prohibitions in force, allapplicable 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 as consideration 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
payment of wages in accordance with all applicable labor laws,
appropriate working hours, safety at work and a non-discriminating
working environment and, in the case of subcontracting, to also bind its
subcontractors by the foregoing provisions.
14.2 Heraeus may terminate this Contract without notice in the event that
Seller commits a breach of its obligations set forth in the preceding
paragraph. Seller commits to pay liquidated damages in the amount of
10% of the order value to Heraeus in the case of bribery, violation of theapplicable laws for the protection of fair competition, or violation of theapplicable labor laws governing the payment of wages, if the bribery or
violation is to the detriment of Heraeus. The parties hereby acknowledge
and agree that the liquidated damages are not a penalty, but are agenuine pre-estimate of the likely losses that would be suffered by
Heraeus in such cases, and each party hereto hereby waives any objection
it may now or hereafter have that those sums would be otherwise than fairand reasonable compensation.
15. Inability to Pay/Insolvency of the Seller
Should the Seller cease to make payments, or if an interim insolvency
administrator is appointed or if insolvency proceedings are commenced inrelation to the assets of the Seller, Heraeus may terminate the order
and/or any purchase orders issued thereunder. In the event of termination
Heraeus may continue to utilize existing facilities, deliveries or services
already performed by the Seller in exchange for reasonable payment.
16. No Partnership or Employee Relationship16.1 Independent Contractors: Nothing in this Purchase Order isintended, or shall be construed, to create a partnership, joint venture, or
employer-employee relationship between the parties.
Except as otherwise expressly stated, Seller has no authority to act onbehalf of or to enter into any contract, incur any liability, or make any
representation on behalf of Heraeus.
16.2 Performance of Work: Except as otherwise expressly stated, Seller
will secure all licenses and permits, and supply all tools and equipment,
necessary to perform the Services.
16.3 No Employee Relationship. Seller will not be entitled to any of thebenefits that Heraeus may make available to its employees including, but
not limited to, group health or life insurance, stock options, profit sharing,or retirement benefits.
16.4 Seller’s Obligations flowing from payments it makes: Seller is solely
responsible for all taxes and withholdings, severance and redundancy
pay, benefits (including, without limitation, vacation, sick leave, holidays,
pension or profit sharing contributions, stock options, etc.), and othersimilar obligations, whether statutory or otherwise, with respect toPage 3/4

payments made by Seller relating to the performance of all its work andits receipt of fees under this Purchase Order.
16.5 Indemnification. In addition to any other indemnity obligations, Seller
will defend, indemnify, and hold Heraeus harmless from any and all
claims made by any person or any entity on account of an alleged failure tosatisfy any obligation specified in Clauses 16.3 and 16.4.
16.6 Removal of Seller Employees. At Heraeus’s direction and for goodcause, Seller will remove any Seller Personnel or Subcontractor fromperformance of Services.
17. Miscellaneous
17.1 The place of performance for all payments between Heraeus andthe Seller is the registered place of business of Heraeus.
17.2 These General Terms of Purchase and any agreement between
Heraeus and the Seller shall be governed by and construed inaccordance with the laws of India.
17.3 With respect to personal data of the Seller’s employees, officers,
servants, agents and advisors that the Seller provides to Heraeus, theSeller warrants and undertakes that processing such data in accordancewith this Contract will not cause Heraeus to breach the Information
Technology Act, 2000 (“Act”) and any applicable data protection
legislation.
17.4 Where Heraeus provides to the Seller with the personal data of
Heraeus’s employees, officers, servants, agents and advisors, the Seller
agrees to keep it confidential and shall comply with the Act and any
applicable data protection legislation.
17.5 The Seller agrees that Heraeus may process and transfer the
personal data of the Seller’s employees, officers, servants, agents andadvisors to affiliates of Heraeus and/or relevant subcontractors (who may
be located in other territories) for the purposes of (i) this Contract, (ii)maintaining Heraeus’s operations or administration or management
systems, (iii) quality and risk management reviews, or (iv) provision of
information about Heraeus and Heraeus range of services.
18. Dispute Resolution
18.1 Heraeus and the Seller will first attempt to settle all their legal andtechnical disputes through negotiation.
18.2 All disputes arising out of or in connection with this order, including
any question regarding its existence, validity or termination, shall, unlessamicably settled between the parties, be finally settled by arbitration. The
parties shall mutually agree and appoint a sole arbitrator. Notwithstanding
to what is stated above, if the parties cannot mutually agree on arbitrator
within 4 (four) weeks from the date of invocation of arbitration, then the
Arbitrator shall be appointed in accordance with rule of Arbitration andConciliation Act 1996. The arbitration proceedings shall be conducted as
per the Arbitration and Conciliation Act 1996, and any modifications
thereto and re-enactments thereof. The seat of arbitration shall be at New
Delhi, India. The language to be used in arbitration proceedings shall be
English.
18.3 Each party submits to the jurisdiction of courts of India forcompliance with the above arbitration provisions and for enforcement of
any arbitration award made in accordance with the above provision
19. Applicable Law
These Terms shall be governed by and construed in accordance with thelaws of India.

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