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.

HERAEUS QUARTZ NORTH AMERICA LLCTERMS AND CONDITIONS OF SALE
1. General
1.1 The sales agreement consists of, in order ofprecedence: the Heraeus Quartz 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’s assent to the Sales Agreement.

2.5 Acceptance. Goods will be deemed accepted upondelivery unless Customer rejects the Goods in writing within
48 hours of arrival at Customer’s designated destination.
Claims for shortages, damage, or visible defects must be madein writing within that time period.
2.6 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’s
expense. Such Goods will be deemed delivered at the timethey are either put into storage or turned over to the carrier for
shipment, whichever occurs first. Any consignment
arrangement must be specified in the Offer or in an addendum
to the Sales Agreement.

2. Orders, Payment and Delivery
2.1 Sale of Goods. Customer agrees to purchase from
Heraeus the goods, products and services described in theOffer (“Goods”).
2.2 Quantity. Customer agrees that Customer willpurchase Goods in a quantity that may vary, plus-or-minus, by
up to 10 percent from the quantity originally ordered. Suchvariability is inherent in Heraeus’s production process and thefinal quantity of Goods delivered, if within this range, shall bedeemed to comply with all Heraeus’s obligations under theSales Agreement.

2.7 Title. Title and risk of loss to the Goods will pass to
Customer at the time Goods are delivered to Customer.
Customer, however, grants to Heraeus a security interest in theGoods until payment in full and performance by Customer
under the Sales Agreement. Heraeus may document thissecurity interest in a security agreement and a UCC financing
statement.

2.3 Purchase Price, Payment Terms. Payment for theGoods is due and payable within thirty (30) days of invoice,unless a different time of payment for the Goods is describedin the Offer. Unless otherwise stated, all prices are in U.S.
dollars. Customer will pay Heraeus at the location and mannerindicated in the Offer. Heraeus reserves the right to require
Customer to prepay for all or part of the Goods. Prices do notinclude 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 applicabletaxing authority. If Customer does not pay Heraeus on theapplicable due date, Heraeus reserves the right to apply afinance charge to the outstanding balance of 1.5% per month,
not to exceed the maximum amount of interest permitted bylaw. Customer may not set off any amounts due from
Customer to Heraeus under the Sales Agreement against anyother amounts which may be due from Heraeus to Customer.

2.8 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 theGoods, when delivered (a) will substantially conform to thespecifications provided to Customer, subject to reasonablevariations plus or minus, and (b) will be free from defects inmaterials, design and workmanship. Customer must notify
Heraeus in writing of any defects within 30 days of thedelivery of the Goods. Customer may not make a claim against
Heraeus or its suppliers based on any reasonable variation in
the specification 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.

2.4 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

Sales Terms 3.8 – April 2018

3.2

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Warranty Claims. Heraeus will, at its option,

Heraeus Quartz North America LLC

IN NO EVENT EXCEED THE PURCHASE PRICE OF THE
DEFECTIVE GOODS.

repair, 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 non-conforming Goods.
Customer may not return any Goods to Heraeus unless such
return is first authorized in writing by 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 contract price for all Goods thatare 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.

3.3 Non-Defective Goods. Heraeus may require
Customer to reimburse Heraeus for all reasonable Heraeus
charges if Heraeus is required to examine or rework returned
Goods that are determined by Heraeus to comply with thewarranty under Section 3.1.
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 or
instructions 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 specifications using
tests or methods acceptable to Heraeus.

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.

3.5 WARRANTY
LIMITATIONS.
THEWARRANTY UNDER SECTION 3.1 IS EXCLUSIVE AND
MADE IN LIEU OF ALL OTHER WARRANTIES,EXPRESSED OR IMPLIED, INCLUDING THE IMPLIEDWARRANTIES OF MERCHANTABILITY AND FITNESSFOR A PARTICULAR PURPOSE. NO MODIFICATIONOR ALTERATION OF THE FOREGOING WARRANTYSHALL BE VALD OR ENFORCEABLE UNLESS SETFORTH IN A WRITTEN AGREEMENT SIGNED BY
HERAEUS AND 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.
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 of
persons 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 hazardous
materials; and (h) money laundering, bribery, anti-terrorism,
trade embargos, and economic sanctions.

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.

6.2 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.

4. LIABILITY LIMITATION
4.1 IN NO EVENT SHALL HERAEUS BE LIABLE
FOR
ANY
INDIRECT,SPECIAL,
PUNITIVE,
INCIDENTAL OR CONSEQUENTIAL DAMAGES, OR
FOR LOSS OF PROFITS, REVENUE, OR USE,
INCURRED BY CUSTOMER OR ANY THIRD PARTY,
WHETHER IN AN ACTION IN CONTRACT, OR TORT,OR OTHERWISE EVEN IF ADVISED OF THE
POSSIBILITY OF SUCH DAMAGES. HERAEUS’SLIABILITY FOR DAMAGES ARISING OUT OF OR IN
CONNECTION WITH THE SALES AGREEMENT SHALL

Sales Terms 3.8 – April 2018

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
Customer’s conduct which is in breach of the covenants under

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required compliance with Customer’s specifications that are
custom and exclusive to Customer. SECTION 7.4 AND THISSECTION 7.5 STATE HERAEUS’S ENTIRE LIABILITY
AND CUSTOMER’S EXCLUSIVE REMEDIES WITHRESPECT TO ANY ALLEGED INFRINGEMENT BYGOODS OR MISAPPROPRIATION BY HERAEUS OF
THIRD PARTY INTELLECTUAL PROPERTY RIGHTS.

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 Mediation and Venue. Heraeus and Customer will
first endeavor 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, any actions brought under the Sales
Agreement will have venue solely in the United States District
Court for the Southern District of New York or in the Supreme
Court of New York County, New York, and Seller waives any
and all objection to venue and jurisdiction of such courts.

7.2 New Intellectual Property. In the course of
manufacturing 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 are
and will be the sole and exclusive property of Heraeus.

8.3 Arbitration. Heraeus and Customer may agree toresolve any dispute arising out of this Purchase Agreement bybinding arbitration administered and resolved by the American
Arbitration Association (“AAA”). Any such arbitration must
be conducted by a single arbitrator in accordance with theCommercial Arbitration Rules of the AAA, including the
Optional Rules for Emergency Measures of Protection, in
effect at the time the arbitration is commenced (except as
modified in this Purchase Agreement). Any arbitration award
must be issued within one year from the date claimant files its
notice of intention to arbitrate (i.e. the demand), and thearbitrator must agree to comply with this schedule before
accepting appointment. Any evidentiary hearing must be heldon consecutive hearing days. Any monetary award in thearbitration 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 beentered in any court having appropriate jurisdiction.

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.
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’s
defense; (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 for
Customer to use the applicable Goods. Further, Heraeus’s
obligation 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 or
combination of Goods with the Customer’s or any third party’s
products; (c) for a claim of contributory infringement; or (d)Sales Terms 3.8 – April 2018

9. Force Majeure.
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,insolvency or bankruptcy of a supplier, or by any law, rule,
regulation, order or other action by any public authority,transportation delays or the refusal of any necessary license,
then Heraeus will be excused, discharged, and released from

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performance to the extent such performance is so limited,
delayed or prevented, without liability of any kind.

nature, including but not limited to those involving indemnity,
will survive termination of the Sales Agreement.

10. Notices

13.5 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).

10.1 Unless otherwise noted, all notices orcorrespondence pursuant to the Sales Agreement must be sent
(or faxed with a follow up copy sent) to the address or number
and to the contact on the Offer or to such other address as may
be designated by Heraeus.

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

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.
12. Waiver12.2 No failure by Heraeus or Customer to enforce or takeadvantage of any provision under this Purchase Agreement
will constitute a waiver of the right subsequently to enforce ortake advantage of such provision.
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 the
documents referenced in the Sales Agreement, including any
specifications, 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.
13.3 No Third-Party Beneficiaries; Assignment. The
Sales Agreement is entered into solely for the benefit of
Heraeus 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.
13.4 Survival. All provisions that are continuing inSales Terms 3.8 – April 2018

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Heraeus Quartz North America LLC