HERAEUS K.K. - TERMS AND CONDITIONS OF SALE
The following terms and conditions form a part of and apply to
all Heraeus K.K. (“Heraeus”) quotations to and orders from
Customer regarding the goods and/or products described in thequotation or order attached (“Goods”). Acceptance of orders by
Heraeus is limited exclusively to these terms and conditions together
with any attachments and current or subsequent purchase orders
signed by an authorized representative of Heraeus (the “SalesContract”). Conflicting terms and conditions presented at any time by
Customer shall not constitute a part of the Sales Contract and theSales Contract shall be effective based on the terms and conditions
herein unless otherwise accepted in writing by Heraeus.
1.

Price of the Goodsa. The price and time of payment for the Goods are as
described in the quotation or order (the “Contract Price”). The
Contract Price does not include applicable taxes of any kind in effecton the date of the Sales Contract, unless otherwise stated byHeraeus. Payments not received when due will bear a late payment
penalty of 14 % per annum (on a per diem basis based on 365 daysa year).
b. Heraeus may, by giving notice to Customer at any time
before delivery, increase the Contract Price to reflect any significant
increase in the costs of materials or other costs of manufacture of theproducts, costs of transport, taxes, customs, levies and other public
or administrative duties. Customer shall confirm the increased
Contract Price within 14 days after receipt of the notice of adaptionof the Contract Price by Heraeus. If Customer does not confirm theincreased Contract Price, Heraeus may terminate the Sales Contractby giving written notice to the Customer.
2.

Deliveryc. Any dates quoted for delivery of the Goods areapproximate only and Heraeus shall not be liable for any delay indelivery of the Goods howsoever caused. If Heraeus fails to deliver
the Goods for any reason other than any cause beyond Heraeus’
reasonable control or Customer’s fault, and Heraeus is accordingly
liable to Customer, Heraeus’ liability shall be limited to the excess (ifany) of the cost to Customer of similar Goods to replace those notdelivered with the price of the Goods.

MISREPRESENTATION (1) HERAEUS SHALL NOT BE LIABLE TOCUSTOMER FOR ANY LOSS OF PROFIT OR ANY INDIRECT,SPECIAL OR CONSEQUENTIAL LOSS OR DAMAGE, COSTS,EXPENSES OR OTHER CLAIMS FOR CONSEQUENTIALCOMPENSATION WHATSOEVER WHICH ARISISES OUT OF ORIN CONNECTION WITH THE SUPPLY OF THE GOODS OR THEIRUSE OF RESALE BY CUSTOMER, EXCEPT AS EXPRESSLYPROVIDED IN THESE CONDITIONS; (2) HERAEUS’ ENTIRELIABILITY TO CUSTOMER AIRISING OUT OF OR INCONNECTION WITH THIS SALES CONTRACT, WHETHER FORNEGLIGENCE, BREACH OF CONTRACT OR OTHERWISE SHALLIN NO EVENT EXCEED THE PURCHASE PRICE (TO THE
EXCLUSION OF THE VALUE OF PRECIOUS METALS IFPRECIOUS 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”
hereinafter) 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 toa third party or to allow a third party to use the Goods, Customer
agrees to explain the relevant Precautions to the relevant third partyin accordance with the preceding paragraph and to impose uponsuch 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 warning statement, etc.,
Customer agrees to promptly notify Heraeus of such incident.
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 and to refrainfrom disclosing or divulging the same to any third party.
8.

No Transfer of Contractual Status, etc.

d. Goods will be deemed accepted upon delivery unlessCustomer rejects the Goods within five (5) business days of arrival at
Customer’s designated destination. Claims for shortages, damage,or visible defects must be made in writing within that time period.

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.

e. Title to the Goods shall pass to Customer when Heraeus
has received payment in full of the purchase price of the respective
Goods.

9.

f.
The Goods supplied will be substantially in accordancewith the specifications provided to Customer, subject to reasonablevariations plus or minus. Heraeus shall not be responsible forperformance figures given in any source other than thespecifications.
3.

LIMITED WARRANTY AND DISCLAIMER

a. Heraeus warrants that the Goods will be free from defects
in workmanship and materials and will conform to applicablespecifications for a period of six (6) months from the date of receipt
by Customer (the “Warranty Period”). This Warranty extends only tothe 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 theGoods (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 non-conforming Goods.
c. THE WARRANTY AT 3A ABOVE IS EXCLUSIVE AND
MADE IN LIEU OF ALL OTHER WARRANTIES, EXPRESSED ORIMPLIED, INCLUDING THE IMPLIED WARRANTIES OFMERCHANTABILITY AND FITNESS FOR A PARTICULARPURPOSE. NO MODIFICATION OR ALTERATION OF THEFOREGOING WARRANTY AND LIMITATION OR REMEDIESPROVISIONS SHALL BE VALID OR ENFORCEABLE UNLESS SETFORTH IN A WRITTEN AGREEMENT SIGNED BY HERAEUS ANDCUSTOMER.
4.

LIMITED LIABILITYEXCEPT IN RESPECT OF DEATH OR PERSONAL INJURYCAUSED BY HERAEUS’ NEGLIGENCE OR FRAUDELENTGCM-13366/2016 / v2 / 05.07.2022

Acceleration clausea. Should any of the following items apply to Customer,
Heraeus may cause Customer’s obligations hereunder to beaccelerated 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 bankruptcy, civil rehabilitation or corporate
reorganization is filed by or against Customer, or proceedings for
special liquidation against Customer are commenced.
d. Customer is subject to compulsory execution, a petition forauction, temporary restraining order, or disposition of delinquency.
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 Japan, without regard to its conflict oflaws rules. Any dispute arising out of this Sales Contract shall fallunder the exclusive jurisdiction of the Tokyo District Court.