Terms of Purchase
4.4 All deliveries and services shall be effected DDP "Place of1.
Scopedestination"(Incoterms2020),
forBusiness
Transactions
withCommercial
Enterprises- save that if the named place of des1.1 All purchase orders (deliveries of goods and provision of sertination is a construction site or the premises of a third party, unvices) issued by Heraeus Electro-Nite (UK) Ltd. ("Heraeus") are
loading at the place of destination shall be at the cost and risk of
subject to the following Terms of Purchase only. The Terms of Purthe supplier. The named place of destination shall be specified onchase apply also to future purchase orders issued by Heraeus.
the purchase order.
1.2 The Terms of Purchase will apply to any contract formed inImportant Information
4.5 Partial deliveries are permissible only with the express written
accordance with clause 2 to the exclusion of all other terms andconsent of Heraeus, which consent shall not be unreasonably withconditions including, without limitation, (i) any general terms andheld. However, failure by the supplier to deliver any one instalment
conditions of the supplier which deviate from these Terms of Puron time or at all or any defect in any instalment shall entitle Heraeus
chase and any supplementary provisions in the terms and condito the remedies set out in clause 7.
tions of the supplier, except where Heraeus gives its express prior
4.6 The supplier is committed to attach to each shipment a delivwritten consent to the applicability of the supplier's terms and conery note exactly specifying the contents of the shipment, the net
ditions, and (ii) any terms and conditions which are implied by trade,weight per item, and the complete SAP purchase order number ofcustom, practice or course of dealings. The supplier's terms andHeraeus.
conditions will not become part of a contract between Heraeus and
4.7 The unconditional acceptance by Heraeus of a late delivery
the supplier even if Heraeus, although being aware of the supplier'sor late performance does not constitute a waiver by Heraeus of any
deviating or contravening terms and conditions, takes delivery ofcompensatory claims arising to it from such late delivery or late pergoods, accepts services or effects payment for such deliveries orformance; the foregoing shall apply until Heraeus has fully settledservices.
all payments owed by it for the goods or services so affected.
2.
Offer and Formation of a Contract
4.8 With regard to quantities, weights and dimensions, the figures
2.1 The purchase order of Heraeus constitutes an offer to the supdetermined by Heraeus during its incoming inspection shall prevail,plier to purchase goods or services in accordance with the Terms
unless otherwise evidenced by the supplier.
of Purchase. Purchase orders placed by Heraeus without a time
4.9 The supplier shall provide reasonable assistance to Heraeus
limit for acceptance may be accepted by the supplier only withinin obtaining preferential tariffs and other governmental benefits andfourteen (14) days from the date of the purchase order.
submit to Heraeus all supporting records and documents, espe2.2 The purchase order shall be deemed to be accepted when the
cially certificates of origin, which are requested by Heraeus for this
supplier issues written acceptance of the purchase order to the purpurpose.
chasing department of Heraeus, or, if sooner, when the supplier4.10 If any payment instruments, shipping documents, certificatesdoes any act consistent with fulfilling the purchase order, and theof origin or sales tax vouchers are missing, improper or incorrect,
contract shall be formed at this point.
Heraeus reserves the right to refuse acceptance of the goods at the
2.3 No subsequent variation to the contract shall be binding unsupplier's cost and risk.
less confirmed by Heraeus in writing. All correspondence must be
4.11 If the supplier has agreed to carry out the installation or asexchanged with the purchasing department of Heraeus.
sembly, or in the absence of any agreement stating otherwise, the2.4 Each contract is a separate legal contract and contains all the
supplier shall bear all necessary expenses, such as travel expenses
terms agreed by the parties in relation to its subject matter and suor tooling charges, unless otherwise agreed.
persedes all prior agreements, understandings and arrangements
4.12 Any contractual liens and reservations of title by the supplier
whether oral, in writing or arising from a course of dealing. Eachare subject to a separate written agreement between Heraeus andparty acknowledges that in entering into a contract it has not relied
the supplier.
upon any matter not set out therein.
4.13 The supplier shall give all organisational instructions and take2.5 Quotations are binding and non-refundable unless otherwise
all organisational measures, in particular in the areas of property
expressly agreed in writing.
protection, security of business partners, personnel and infor3.
Examination and Procurement Duties
mation, as well as in the areas of packaging and transport, which
3.1 Within the scope of its general and special professional
are required to ensure security in the supply chain, for example byknowledge, the supplier shall examine all drawings, calculations,adopting the requirements of internationally accepted initiatives on
specifications and other terms of reference provided by Heraeus forthe basis of the WCO SAFE Framework of Standards (especiallyerrors and inconsistencies on its own initiative and shall report toAEO). The supplier shall protect its deliveries of goods to and theand clarify with Heraeus all concerns or objections, if any, promptly
performance of its services for Heraeus against unauthorised acin writing.
cess and manipulation and shall have such deliveries and services
3.2 The supplier bears the procurement risk of the goods.
performed by reliable personnel only. The supplier shall ensure thatany subcontractors commissioned by it gives corresponding in4.
Delivery and Performance; Supplier's Lien; Security instructions and takes corresponding measures.
the Supply Chain
4.14 The supplier represents and warrants to Heraeus, that the
4.1 The supplier shall meet any dates of delivery or performancegoods: (i) correspond with their description and any applicablespecified in the purchase order. If the purchase order does not
specifications, drawings, samples and descriptions; (ii) are of satisspecify such dates, delivery of the goods or performance of the serfactory quality (within the meaning of the Sale of Goods Act 1979,
vice, respectively, shall be effected within fourteen (14) days afteras amended) and fit for any purpose held out by the supplier orthe date of the purchase order. Time is of the essence in relation tomade known to the supplier by Heraeus expressly or by implication,
the performance of the obligations contained in this clause 4.1.
and in this respect Heraeus relies on the supplier’s skill and judge4.2 If the supplier is unable to perform its obligations in accordment; (iii) if the supplier is responsible for design of items, the supance with the dates of delivery or performance set forth inplier warrants that all items delivered under this order will be suitaclause 4.1, the supplier shall notify Heraeus promptly and advise a
ble for use by Heraeus, including installation by Heraeus in its ultipracticable date for the delivery/performance. In addition, the supmate products, will be free from defects in design, material andplier is committed to notify Heraeus without request of any difficulworkmanship and shall remain so for a period of 12 months after
ties in delivery/performance which may arise, for any reason whatdelivery and acceptance by Heraeus; (iv) comply with all applicablesoever, immediately after such difficulties have come to the supplistatutory and regulatory requirements relating to the manufacture,
er's knowledge.
packaging, storage, handling and delivery of the goods; and (v) do
4.3 The supplier is strictly obliged to comply with all instructions
not contain any substances which are restricted by Directive
and requirements of Heraeus as regards mode of transport, for2011/65/EU (RoHS), that the substances which are contained in thewarding agent, and shipping instructions.
goods and its use(s) are either already registered or not subject toHEN/EN / GCM-15617/2020 / 07.09.2023

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registration in accordance with the Regulation (EC) No. 1907/2006(REACH) and, if necessary, that an authorisation in accordancewith the REACH Regulation has been granted. The supplier shallprepare the safety data sheet pursuant to Annex II of the REACH
Regulation, if required, and provide 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 supplier must notify Heraeus thereof no later than on the dateof the order confirmation.
4.15 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 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 Heraeus of
the goods delivered to it, so that Heraeus is deemed to be the manufacturer and obtains ownership of the product so manufactured.
4.16 The supplier is responsible for the protection, calibration,
maintenance, and care (other than normal wear) of all tooling andequipment used by the supplier and owned by Heraeus. Said tooling or equipment shall be subject to inspection upon notice andshall be returned to an acceptable condition upon demand or notice.
Except as otherwise specified in the contract, any special tooling,including jigs, dies, fixture, molds, patterns, special gauges, special
test equipment and other items shall be furnished by and at the expense of the supplier for Heraeus, shall be identified as Heraeus
owned property, and shall be stored separately when not in use.
Special tooling shall be kept in good condition by the supplier andwhen necessary repaired or replaced by the supplier after negotiating any costs with Heraeus. The supplier agrees that Heraeus will,at all times, maintain ownership of all tooling and equipment notedin this clause 4.16. The supplier also agrees promptly to notify
Heraeus of any loss of or damage to the tooling or equipment. Riskof loss shall be the supplier’s responsibility as long as the tooling or
equipment is at the premises of the supplier or any of the supplier’s
subcontractors. The supplier agrees to limit its use of Heraeus
equipment or any part thereof to activities necessary to the fulfillment of this contract. The supplier shall not use any such equipment
for the benefit of any company other than Heraeus without the priorwritten permission of Heraeus. Any drawings and specifications
prepared by the supplier are to become the property of Heraeus
and shall be identified as Heraeus owned property and shall be
stored separately when not in use. Such drawings or specifications
will be sent to Heraeus’ purchasing department upon request when
the order is completed.
4.17 Title and risk in the Goods will pass to Heraeus on completionof delivery in accordance with this clause 4, at which point title to,and ownership of, the goods shall be transferred to Heraeus unconditionally and regardless as to whether the purchase price has been
paid. If, in the individual case, Heraeus accepts an offer from the
supplier for the transfer of ownership of goods which is conditional
upon payment of the purchase price, the supplier's reservation of
title shall lapse upon payment of the purchase price of the goods at
the latest. In such case, Heraeus is authorised to resell the goodsin the ordinary course of business prior to the payment of the purchase price on the condition that Heraeus assigns to the supplier inadvance the purchase price claims arising from such resale (application of the simple reservation of title extended to resale). In any
case, all other forms of reservation of title are excluded, in particular
the expanded and the assigned reservation of title, as well as thereservation of title extended to further processing.
4.18 The supplier represents and warrants to Heraeus that (i) it will
perform the services with reasonable care and skill and in accordance with generally recognised commercial practices and standards; (ii) the services will conform with all descriptions and specifications provided by Heraeus to the supplier; and (iii) the services
and deliverables will be provided in accordance with all applicablelegislation from time to time in force, and the supplier will inform
Heraeus as soon as it becomes aware of any changes in that legislation. Hereus’ rights under this contract are in addition to theHEN/EN / GCM-15617/2020 / 07.09.2023

statutory terms implied in favour of Heraeus by the Supply of Goods
and Services Act 1982 and any other statute.
4.19 The provisions of clause 4.18 shall survive any performance,
acceptance or payment pursuant to this contract and shall extend
to any substituted or remedial services provided by the supplier.
5.
Engineering Changes
5.1 Heraeus may make engineering changes from time to time tothe item(s) ordered during the term of the contract by written notification to the supplier describing the details of such engineeringchange. Drawings, designs, and/or specifications, as required will
be supplied by Heraeus. The supplier shall incorporate an engineering change into the goods supplied under the contract within a timescale and at a cost to be agreed by the parties.
5.2 The supplier shall notify Heraeus of any engineering change
proposed to be made by the supplier to the goods ordered and shall
supply a written description of the expected effect of the engineering change on the item, including effect on price, performance, reliability and serviceability. Heraeus may require evaluation of sample
parts specified as part of the proposed engineering change. In theevent that the supplier proposed engineering change affects a
Heraeus supplied design, Heraeus, in its sole discretion, may electto incorporate or not to incorporate said change. The supplier shallnot change or modify the Heraeus design without Heraeus’ priorwritten consent.
6.
Force MajeureActs of God, labour disputes, operational breakdowns arisingthrough 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 to it - 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.
7.
Remedies
7.1 In the event that the supplier defaults in the timely performance of its duty to deliver goods/provide a service in accordancewith clause 4.1 Heraeus may, without limiting any of its other rights
and remedies, have the right to any one or more of the following
remedies, whether or not it has accepted the goods: (i) to terminate
the contract immediately; (ii) to reject the goods (in whole or in part)and return them to the supplier at the supplier’s own risk and expense; (iii) to require the supplier to repair or replace the rejected
goods, or to provide a full refund of the price of the rejected
goods/services (if paid); (iv) to refuse to accept any subsequent delivery of the goods/performance of the services which the supplierattempts to make; (v) to recover from the supplier any costs incurred by Heraeus in obtaining substitute goods/services from athird party; and (vi) to claim damages for any other costs, loss or
expenses incurred by Heraeus which are in any way attributable tothe supplier’s failure to carry out its obligations under the contract.
The Terms of Purchase will apply to any repaired or replacement
goods supplied by the supplier.
7.2 If the supplier defaults in the timely performance of its duty todeliver goods/provide a service in accordance with clause 4.1,
Heraeus may, at its option, claim or deduct 0.5% of the aggregate
order value for each week’s (or part thereof) delay in delivery by
way of liquidated damages, up to a maximum of 5% of the aggregate order value. The parties confirm that these sums represent a
genuine pre-estimate of Heraeus' loss in these circumstances. The
provisions of this clause 7.2 shall not apply if the supplier furnishes
valid proof that the default was caused by reasons beyond the supplier's control.
7.3 The liquidated damages payable in accordance with toclause 7.2 shall be incurred as soon as the supplier defaults in delivery, and are immediately due for payment.
7.4 Heraeus may claim liquidated damages in addition to its claim
for performance of the supplier's duty to deliver. If Heraeus accepts
the supplier's delayed performance, Heraeus may claim liquidated
damages even if it has not expressly reserved this right at the timeof receipt of delivery. Heraeus shall declare the reservation of its

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right to claim the liquidated damages no later than at the time of its
final payment of the delivery concerned.
7.5 The assertion of any further damage by Heraeus shall not be
excluded, but the liquidated damages paid pursuant to clause 7.2
shall be set off against any such further damage.
8.
Indemnity; Recourse and Product Liability; Insurance
8.1 The supplier is responsible for the perfect condition of thegoods delivered and the services provided and for the existence of
warranted characteristics. The supplier is in particular responsible
for the conformance of the goods and services to the state of theart, to the generally accepted technical and occupational health andsafety regulations of public authorities and trade associations, andfor the compliance of the goods and services with all applicablelaws.
8.2 The supplier will indemnify and hold Heraeus harmless fromand against any and all costs, expenses, damages and losses (direct or indirect), including any interest, penalties and legal or otherprofessional fees and expenses awarded against or incurred or paid
by Heraeus, as a result or in connection with any claim brought bya third party against Hereus relating to (i) any breach or alleged
breach of any of the supplier’s obligations or warranties under thecontract or (ii) any other acts or omissions of the supplier, it officers,
agents, employees or sub-contractors (including, without limitation,
product liability claims and claims relating to breach or alleged infringement of a third party’s intellectual property rights), if and to theextent that such claims are attributable to a defect in the goods delivered/manufactured or the services provided by the supplier. If a
product liability claim under strict liability should be asserted or entered against Heraeus, the foregoing shall apply only if the supplieris at fault. If the cause of the loss or damage is within the responsibility of the supplier, the burden of proof shall rest on the supplier.
The supplier shall refund also any and all necessary costs and expenses 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 ofsuch product recall to the extent practicable and reasonable.
8.3 The supplier must take out and maintain during the term of
the contract and for a period of six years thereafter, with a reputable
insurance company, professional indemnity insurance, product liability insurance and public liability insurance to provide adequate
coverage for such heads of liability as may arise under or in connection with the contract, and must furnish proof of the existence ofsuch insurance to Heraeus upon request.
9.
Infringement of Third Party Property Rights
The supplier warrants that no patent rights or other intellectual property rights of any third party are infringed by or in connection withthe supplier's delivery of goods or provision of services, and the
supplier will, upon first written request, indemnify and hold Heraeus
harmless from and against any and all claims which are asserted orentered against Heraeus by any third party 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. Irrespective of the foregoing, Heraeus shall be entitled to enter with any
third party into agreements on the alleged infringement of property
rights, including, without limitation, compromise settlement agreements, without the consent of the supplier.
10. Prices and Terms of Payment
10.1 The prices specified in the purchase orders are binding, andare exclusive of amounts in respect of value added tax (“VAT”) andany other applicable taxes, duties and charges. 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 andliability insurance). The supplier shall take back packaging materials at the request of Heraeus without additional charge.
10.2 All invoices must specify the SAP purchase order number of
Heraeus, the exact description and quantity of the goods deliveredor services provided, and the price per unit or quantity. All invoices
must be sent to the address specified in the purchase order.

HEN/EN / GCM-15617/2020 / 07.09.2023

10.3 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, if applicable) and receipt of a proper invoice. If the invoice
is paid within fourteen (14) calendar days, the supplier shall grant a
3 % discount on the net invoice amount.
10.4 If a party fails to make any payment due to the other under
the contract by the due date for payment, then the defaulting party
shall pay interest on the overdue amount at the rate of 2% per annum above the Bank of England’s base rate from time to time. Suchinterest will accrue on a daily basis from the due date until the dateof actual payment of the overdue amount, whether before or after
judgement. The defaulting party shall pay interest together with theoverdue amount. This clause shall not apply to payments the defaulting party disputes in good faith in accordance with clause 10.5.
10.5 In the event that the amount of an invoice is subject to a bonafide dispute, Heraeus will advise the supplier of the same prior to
the relevant due date. With regard to such disputed invoice,
Heraeus shall pay the undisputed part of that invoice (if any) by therelevant due date and the parties will resolve the issue in relation to
the disputed part of the invoice in accordance with clause 14.7.
10.6 Heraeus may, without limiting any other rights or remedies it
may have, set off any amount owed to it by the supplier under thecontract against any amounts payable by it to the supplier under thecontract and/or any other agreement/contract between Heraeus
and the supplier.
11. Industrial Property Rights and Know-How; Confidentiality
11.1 All right, title and interest in and to any models, samples,drawings, software, documentations and other records as well as
all right, title and interest in and to any materials, tools, production
and testing equipment and know-how disclosed or released by
Heraeus to the supplier shall remain vested solely in Heraeus. Anysuch items, information and documents must be treated as confidential in accordance with the provisions of clause 11.4, and may
not be transmitted to any third party, unless with the express priorwritten consent of Heraeus and unless such third party is bound by
the same obligations of confidentiality.
11.2 All items, information and documents set forth in clause 11.1
must be returned to Heraeus, without request, immediately upon
performance of the contractual obligation or when they are nolonger required by the supplier. Any other use or disposal, whether
in fact or in law, and/or any direct or indirect exploitation of suchrights, items and documents by the supplier or any third party isexpressly prohibited.
11.3 In the case of research, development, construction, engineering or other contracts covering the elaboration of a solution toa technical problem, all right, title and interest in and to any inventions made by the supplier, its agents or employees 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. 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 know-how or
employee invention prompty and, in any event, within a period ofsix (6) weeks. The supplier agrees that at any time and from time totime hereafter, it will upon written request take any and all steps andexecute, 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.
11.4 A party (“receiving party”) shall keep in strict confidence alltechnical and commercial know-how, specifications, inventions,processes or initiatives which are disclosed to the receiving partyby the other party (“disclosing party”), its employees, agents or subcontractors, and any other confidential information concerning thedisclosing party’s business, its products or its services which thereceiving party may obtain. The receiving party shall only disclosesuch confidential information to those of its employees, agents or
subcontractors who need to know the same for the purpose of discharging the receiving party’s obligations under the contract, and3/4

shall ensure that such employees, agents or subcontractors shallkeep such information confidential.
12. Cancellation and Termination
12.1 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 supplier’s receipt of the written notice from Hereaus, or thereafter upon the date specified in suchcancellation notice. The supplier shall cease operation on subject
purchase order(s) in accordance with the cancellation notice.
Heraeus will have no liability for cancelled purchase orders otherthan as set forth in clause 12.2.
12.2 In the event of a cancellation under clause 12.1, Heraeus will
pay the supplier for the reasonable costs of materials and labour
incurred by the supplier in connection with the cancelled purchaseorder prior to the effective date of the cancellation, and the supplier
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 and equipment owned by Heraeus. However Heraeus’ payment will not exceed the maximum payment established by the following schedule unless otherwise agreed in writing by Heraeus.
The following numbers reflect the number of days prior to thescheduled delivery date that the notice of cancellation is received
and the maximum payment for each item cancelled (expressed as% of the price applicable to the canceled item): 91 or more days negotiable, 61 to 90 days - 25%; 31 to 60 days - 50%; 0 to 30 days
100%.
12.3 Heraeus may terminate the contract immediately and withoutcompensation to the supplier by giving the supplier notice to that
effect if at any time: (a) the supplier commits a material or persistentbreach of the contract, (b) the supplier becomes insolvent and/or ismade bankrupt, makes an involuntary arrangement with its creditors, enters into administration and/or go into liquidation and/or a
receiver or other security holder is appointed over all of any part ofthe supplier’s assets or undertakings; or (c) in the circumstances
set out in clauses 6, 7.1 and 13.2.
13. Heraeus Code of Conduct and Supplier Quality Manual
13.1 The supplier hereby commits to Heraeus to comply with alllegally binding rules and regulations, in particular with all applicablelaws for the protection of fair competition, all export and import prohibitions 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 as consideration for the preferential treatment in the procurement of products or services ("bribery"), to ban forced and childlabor, and to ensure for its own staff a fair pay, appropriate working
hours, safety at work and a non-discriminating working environment. Furthermore, the supplier expressly acknowledges that it accepts the "Supplier Quality Manual" and expressly acknowledges
that the contents form an integral part of these general terms andconditions and the contracts that will be concluded between
Heraeus and the supplier in the future. The most recent version ofthe "Supplier Quality Manual" can be consulted atwww.heraeus.com/en/hen/about_heraeus_hen/supplier_quality/supplier_quality.html.
13.2 Heraeus may terminate the contract with the supplier without
notice in the event that the supplier commits a breach of its obligations set forth in the preceding paragraph. The supplier commits to
pay liquidated damages in the amount of 10% of the order value toHeraeus in the case of bribery or violation of the applicable laws forthe protection of fair competition. Furthermore, the supplier shall indemnify and hold harmless Heraeus from and against any thirdparty claims which are asserted or entered against Heraeus on account of, or in connection with, the supplier's breach of its obligations set forth in the preceding paragraph. The parties confirm thatthese sums represent a genuine pre-estimate of Heraeus' loss inthese circumstances.
14. Miscellaneous
14.1 Any notice, claim or demand required to be served under orin connection with the contract is to be provided in writing and will
be deemed sufficiently given or served if delivered by hand or by

HEN/EN / GCM-15617/2020 / 07.09.2023

first class post to the relevant party at the address specified within
the purchase order addressed to the company secretary of thatparty. Such notice will be treated as having been received if delivered by hand, on the day of delivery if delivered on a business day
within business hours (or the following business day if delivered
outside business hours) or on the second business day following
delivery by first class post.
14.2 Heraeus may at any time assign, transfer, charge, subcontract or deal in any other manner with any or all of its rights or obligations under the contract. The supplier may not assign, transfer,charge, subcontract or deal in any other manner with any or all of
its rights or obligations under the contract without Heraeus’ priorwritten consent.
14.3 Nothing in any contract under these Terms of Purchase shallconfer any rights upon any person who is not a party to it, whether
under the Contracts (Rights of Third Parties) Act 1999 or otherwise.
14.4 If a court or other regulatory body finds that any part of thecontract is invalid or unenforceable, the remainder of the contract
shall not be affected and shall be construed as if such invalid or
unenforceable part did not exist.
14.5 A waiver of any right or remedy under the contract is only effective if given in writing and shall not be deemed a waiver of any
subsequent breach or default. No failure or delay by a party to exercise any right or remedy provided under the contract or by law
shall constitute a waiver of that or any other right or remedy, norshall it preclude or restrict the further exercise of that or any otherright or remedy. No single or partial exercise of such right or remedy
shall preclude or restrict the further exercise of that or any otherright or remedy.
14.6 Nothing in the contract will operate to exclude or limit any liability for fraud, fraudulent misrepresentation or for any other matterthat cannot be limited or excluded lawfully.
14.7 All disputes between the parties arising out of or relating to
the contract shall be referred by either party firstly to the relationshipmanagers (appointed by the parties from time to time) for resolution.
If the dispute cannot be resolved by the relationship managers
within a maximum of 14 days, the dispute shall be referred to the
managing directors of each party for resolution. If the dispute remains unresolved by the managing directors of the parties after 14days of being referred to them, the dispute shall be referred to mediation under the supervision of the Centre for Effective Dispute
Resolution. The decision of the mediator shall be binding upon theparties and each party shall bear its own costs and expenses inrespect of the mediation proces
14.8 The place of performance for all payments between Heraeus
and the supplier is the registered place of business of Heraeus.
14.9 These Terms of Purchase and any agreement between
Heraeus and the supplier, and any dispute or claim arising out of orin connection with such an agreement or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with English law, without giving effect to its conflict of law provisions and without giving effect tothe UN Convention on Contracts for the International Sale of Goods(CISG).
14.10Each party irrevocably submits to the exclusive jurisdiction of
the courts of England and Wales.

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