Terms of Purchase
1 Scope
1.1 All purchase orders (deliveries of goods and provision of services) issued
by Heraeus Metal Processing Ltd. or any of the companies affiliated to it anddomiciled in the Republic of Ireland ("Heraeus") are subject to the following
General Terms of Purchase ("GTP") only. These GTP apply also to futurepurchase orders issued by Heraeus.
1.2 The GTP will apply to any contract formed in accordance with clause 2 tothe exclusion of all other terms and conditions including, without limitation, (i)any general terms and conditions of the supplier which deviate from these GTP
and any supplementary provisions in the terms and conditions of the supplier,except where Heraeus gives its express prior written consent to the applicabilityof the supplier's general terms and conditions, and (ii) any terms and conditions
which are implied by trade, custom, practice or course of dealings. The
supplier's general terms and conditions will not become part of a contract
between Heraeus and the supplier even if Heraeus, although being aware of
the supplier's deviating or contravening terms and conditions, takes delivery of
goods, accepts services or effects payment for such deliveries or services.
2 Offer and Formation of a Contract
2.1 The purchase order of Heraeus constitutes an offer to the supplier topurchase goods or services in accordance with the GTP. Purchase orders
placed by Heraeus without a time limit for acceptance may be accepted by the
supplier only within fourteen (14) days from the date of the purchase order.
2.2 The purchase order shall be deemed to be accepted when the supplierissues written acceptance of the purchase order to the purchasing department
of Heraeus, or, if sooner, when the supplier does any act consistent withfulfilling the purchase order, and the contract shall be formed at this point.
2.3 No subsequent variation to the contract shall be binding unless confirmed
by Heraeus in writing. All correspondence must be exchanged with thepurchasing department of Heraeus.
2.4 Each contract is a separate legal contract and contains all the terms agreed
by the parties in relation to its subject matter and supersedes all prioragreements, understandings and arrangements whether oral, in writing or
arising from a course of dealing. Each party acknowledges that in entering into
a contract it has not relied upon any matter not set out therein
2.5 Quotations are binding and non-refundable unless otherwise expressly
agreed in writing.
3 Examination and Procurement Duties
3.1 Within the scope of its general and special professional knowledge, thesupplier shall examine all drawings, calculations, specifications and other termsof reference provided by Heraeus for errors and inconsistencies on its own
initiative and shall report to and clarify with Heraeus all concerns or objections,
if any, promptly in writing.
3.2 The supplier bears the procurement risk of the goods.
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Delivery and Performance; Supplier's Lien; Security in the Supply
Chain
4.1 The Supplier shall meet any dates of delivery or performance specified in
the purchase order. If the purchase order does not specify such dates, deliveryof the goods or performance of the service, respectively, shall be effected within
fourteen (14) days after the date of the purchase order. Time is of the essence
in relation to the performance of the obligations contained in this clause 4.1.
4.2 If the supplier is unable to perform its obligations in accordance with thedates of delivery or performance set forth in clause 4.1, the supplier shall notify
Heraeus promptly and advise a practicable date for the delivery/performance.
In addition, the supplier 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 supplier's knowledge.
4.3 The supplier is strictly obliged to comply with all instructions andrequirements of Heraeus as regards mode of transport, forwarding agent, andshipping instructions.
4.4 All deliveries and services shall be effected DDP "Delivered Duty Paid” "(Incoterms 2020), save that if the named place of destination is a construction
site or the premises of a third party, unloading at the place of destination shallbe at the cost and risk of the supplier. The named place of destination shall be
specified on the purchase order.
4.5 Partial deliveries are permissible only with the express written consent of
Heraeus, which consent shall not be unreasonably withheld. However, failure
by the supplier to deliver any one instalment on time or at all or any defect in
any instalment shall entitle Heraeus to the remedies set out in clause 7.
4.6 The supplier is committed to attach to each shipment a delivery note exactly
specifying the contents of the shipment, the net weight per item, and thecomplete SAP purchase order number of Heraeus.
4.7 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 foregoingshall apply until Heraeus has fully settled all payments owed by it for the goods
or services so affected.

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4.8 With regard to quantities, weights and dimensions, the figures determined
by Heraeus during its incoming inspection shall prevail, unless otherwise
evidenced by the supplier.
4.9 The supplier 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 of origin, which arerequested by Heraeus for this purpose.
4.10 If any payment instruments, shipping documents, certificates of origin orsales tax vouchers are missing, improper or incorrect, Heraeus reserves theright to refuse acceptance of the goods at the supplier's cost and risk.
4.11 If the supplier has agreed to carry out the installation or assembly, or in
the absence of any agreement stating otherwise, the supplier shall bear allnecessary expenses, such as travel expenses or tooling charges, unlessotherwise agreed.
4.12 Any contractual liens and reservations of title by the supplier are subject
to a separate written agreement between Heraeus and the supplier.
4.13 The supplier shall give all organisational instructions and take allorganisational measures, in particular in the areas of property protection,
security of business partners, personnel and information, as well as in the areasof packaging and transport, which are required to ensure security in the supply
chain, for example by adopting the requirements of internationally accepted
initiatives on the basis of the WCO SAFE Framework of Standards (especially
AEO). The supplier shall protect its deliveries of goods to and the performanceof its services for Heraeus against unauthorised access and manipulation andshall have such deliveries and services performed by reliable personnel only.
The supplier shall ensure that any subcontractors commissioned by it gives
corresponding instructions and takes corresponding measures.
4.14 The supplier represents and warrants to Heraeus, that the goods: (i)correspond with their description and any applicable specifications, drawings,
samples and descriptions; (ii) are of merchantable quality (within the meaningof theSale of Goods Act 1893 as amended by the Sale of Goods and Supply ofServices Act 1980 ) and fit for any purpose held out by the supplier or madeknown to the supplier by Heraeus expressly or by implication, and in thisrespect Heraeus relies on the supplier’s skill and judgement; (iii) if the supplieris responsible for design of items, the supplier warrants that all items delivered
under this order will be suitable for use by Heraeus, including installation by
Heraeus in its ultimate products, will be free from defects in design, material
and workmanship and shall remain so for a period of 12 months after delivery
and acceptance by Heraeus; (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 Directive 2011/65/EU (RoHS), that the substances
which are contained in the goods and its use(s) are either already registered or
not subject to registration in accordance with the Regulation (EC) No.
1907/2006 (REACH) and, if necessary, that an authorisation in accordance with
the REACH Regulation has been granted. The supplier shall prepare the safety
data sheet pursuant to Annex II of the REACH Regulation, 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 supplier must notify Heraeus thereof no later thanon the date of 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, anysuch 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 and equipment used by the
supplier and owned by Heraeus. Said tooling or equipment shall be subject toinspection upon notice and shall 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 shallbe stored separately when not in use. Special tooling shall be kept in goodcondition by the supplier and when 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. Risk of loss shall be thesupplier’s responsibility as long as the tooling or equipment is at the premisesof the supplier or any of the supplier’s subcontractors. The supplier agrees tolimit 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 prior written
permission of Heraeus. Any drawings and specifications prepared by the
supplier are to become the property of Heraeus and shall be identified asPage 1/3

Heraeus owned property and shall be stored separately when not in use. Suchdrawings or specifications will be sent to Heraeus’ purchasing department uponrequest when the order is completed.
4.17 Title and risk in the Goods will pass to the Customer on completion ofdelivery in accordance with this clause 4, at which point title to, and ownershipof, 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 whichis 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 goods in the ordinary courseof business prior to the payment of the purchase price on the condition that
Heraeus assigns to the supplier in advance the purchase price claims arisingfrom such resale (application of the simple reservation of title extended toresale). In any case, all other forms of reservation of title are excluded, inparticular 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 theservices with reasonable care and skill and in accordance with generally
recognised commercial practices and standards; (ii) the Services will conformwith all descriptions and specifications provided by Heraeus to the Supplier;and (iii) the services and deliverables will be provided in accordance with allapplicable legislation from time to time in force, and the supplier will inform
Heraeus as soon as it becomes aware of any changes in that legislation.
Heraeus’ rights under this agreement are in addition to the statutory terms
implied in favour of Heraeus by the Sale of Goods Act 1893 and Sale of Goods
and Supply of Services Act, 1980, in particular Section 39 of the Sale of Goods
and Supply of Services Act, 1980 and any other statute.
4.19 The provisions of clause 4.18 shall survive any performance, acceptanceor payment pursuant to this agreement 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 to the item(s)ordered during the term of the contract by written notification to the supplierdescribing the details of such engineering change. Drawings, designs, and/or
specifications, as required will be supplied by Heraeus. The supplier shallincorporate 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 tobe 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 proposedengineering change. In the event that the supplier proposed engineeringchange affects a Heraeus supplied design, Heraeus, in its sole discretion, mayelect to incorporate or not to incorporate said change. The supplier shall notchange or modify the Heraeus design without Heraeus’ prior written consent.
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Force MajeureActs of God, labour disputes, operational breakdowns arising through 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 - toterminate 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 accordance with 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 inpart) 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 afull refund of the price of the rejected goods/services (if paid); (iv) to refuse toaccept any subsequent delivery of the goods/performance of the services which
the supplier attempts to make; (v) to recover from the supplier any costs
incurred by Heraeus in obtaining substitute goods/services from a third party;and (vi) to claim damages for any other costs, loss or expenses incurred by
Heraeus which are in any way attributable to the supplier’s failure to carry out
its obligations under the contract. The GTP 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 to deliver
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 (orpart 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.

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7.3 The liquidated damages payable in accordance with to clause 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 time of receipt of delivery. Heraeus shalldeclare the reservation of its right to claim the liquidated damages no later thanat 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 the goods delivered
and the services provided and for the existence of warranted characteristics.
The supplier is in particular responsible for the conformance of the goods andservices to the state of the art, to the generally accepted technical andoccupational health and safety regulations of public authorities and tradeassociations, and for the compliance of the goods and services with allapplicable laws.
8.2 The supplier acknowledges that Heraeus may be subjected to a claim froma third party associated with the supplier’s performance during the term of thecontract, the supplier will indemnify and hold Heraeus harmless from andagainst any and all costs, expenses, damages and losses (direct or indirect),
including any interest, penalties and legal or other professional fees andexpenses awarded against or incurred or paid by Heraeus, as a result or inconnection with any claim brought by a third party whatsoever against Hereus
relating to (i) any breach of duty or statutory duty by the supplier or breach or
alleged breach of any of the supplier’s obligations or warranties under thecontract or (ii) any negligence or 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 ofa third party’s intellectual property rights), if and to the extent 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
supplier is at fault. If the cause of the loss or damage is within the responsibilityof the supplier, the burden of proof shall rest on the supplier. The supplier shallrefund 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 thecosts generated by a product recall. Heraeus will inform the supplier of thescope and content of such product recall to the extent practicable andreasonable.
8.3 The supplier must take out and maintain during the term of the contract andfor a period of six years thereafter, with a reputable insurance company,
professional indemnity insurance at a minimum level of €10 million, employer’s
liability insurance at a minimum level of €13 million, product liability insurance
at a minimum level of €[ ] million and public liability insurance at a minimum
level of €6.5 million or such increased cover that is necessary to provide
adequate coverage for such heads of liability as may arise under or inconnection with the contract, and must furnish proof of the existence of suchinsurance 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 with the supplier's deliveryof 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 or entered 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, and are exclusiveof amounts in respect of value added tax (“VAT”) and any other applicabletaxes, duties and charges. These prices include any and all services andancillary services provided by the supplier (such as mounting and installation,for example) as well as all ancillary costs (such as packaging, transport andtransport and liability 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, theexact description and quantity of the goods delivered or services provided, andthe price per unit or quantity. All invoices must be sent to the address specified
in the purchase order.
10.3 Unless otherwise agreed between the parties, the agreed prices becomedue and payable within sixty (60) calendar days after full performance of thedelivery and/or service (as well as acceptance, if applicable) and receipt of aproper invoice. If the invoice is paid within fourteen (14) calendar days, thesupplier shall grant a 3 % discount on the net invoice amount.
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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 theoverdue amount at the a rate of 2% per annum above the Central Bank of
Ireland’s base rate from time to time. Such interest will accrue on a daily basis
from the due date until the date of actual payment of the overdue amount,whether before or after judgement. The defaulting party shall pay interest
together with the overdue amount. This clause shall not apply to payments thedefaulting party disputes in good faith in accordance with clause 10.5 below
10.5 In the event that the amount of an invoice is subject to a bona fide 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 thatinvoice (if any) by the relevant due date and the parties will resolve the issue inrelation 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 the contract against any
amounts payable by it to the supplier under the contract and/or any otheragreement/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. Any such items, information and documents must be treated asconfidential in accordance with the provisions of clause 11.4, and may not betransmitted to any third party, unless with the express prior written consent of
Heraeus and unless such third party is bound by the same obligations ofconfidentiality.
11.2 All items, information and documents set forth in clause 10.1 must be
returned to Heraeus, without request, immediately upon performance of thecontractual obligation or when they are no longer required by the supplier. Anyother use or disposal, whether in fact or in law, and/or any direct or indirect
exploitation of such rights, items and documents by the supplier or any third
party is expressly prohibited.
11.3 In the case of research, development, construction, engineering or othercontracts covering the elaboration of a solution to a 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 requestof 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 of six (6) weeks. The supplier agrees that at any time andfrom time to time hereafter, it will upon written request take any and all steps
and execute, acknowledge and deliver any and all further instruments andassurances 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 all technical andcommercial 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 any other confidential information
concerning the disclosing party’s business, its products or its services which
the receiving party may obtain. The receiving party shall only disclose suchconfidential 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, and shall ensure that such employees, agentsor subcontractors shall keep 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 thedate specified in such cancellation 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 other than 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 purchase order prior to the effective
date of the cancellation, and the supplier will deliver to Heraeus (unlessotherwise directed by Heraeus’ purchasing department) all completed parts,
parts in process, all components procured on account of subject purchaseorder(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 the scheduled delivery date thatthe 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 persistent breach of the contract,
HMPL GCM-16453/2022 (12/2022)(b) the supplier becomes insolvent and/or is made bankrupt, makes aninvoluntary arrangement with its creditors, enters into administration and/or go
into liquidation and/or a receiver or other security holder is appointed over allof any part of the 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
13.1 The supplier hereby commits to Heraeus to comply with all legally binding
rules and regulations, in particular with all applicable laws for the protection offair competition, all export and import prohibitions in force, all applicable
customs and tax regulations as well as all applicable legal regulations for theprotection 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 a fair pay, appropriate working hours, safety atwork and a non-discriminating working environment.
13.2 Heraeus may terminate the contract with the supplier without notice in theevent that the supplier commits a breach of its obligations set forth in thepreceding paragraph. The supplier commits to pay liquidated damages in theamount of 10% of the order value to Heraeus in the case of bribery or violationof the applicable laws for the protection of fair competition. Furthermore, thesupplier shall indemnify and hold harmless Heraeus from and against any thirdparty claims which are asserted or entered against Heraeus on account of, orin connection with, the supplier's breach of its obligations set forth in thepreceding paragraph. The parties confirm that these sums represent a genuine
pre-estimate of Heraeus' loss in these circumstances.
14 Miscellaneous
14.1 Any notice, claim or demand required to be served under or in connection
with the contract is to be provided in writing and will be deemed sufficiently
given or served if delivered by hand or by first class post to the relevant party
at the address specified within the purchase order addressed to the Company
Secretary of that party. 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 businesshours) 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 othermanner with any or all of its rights or obligations under the contract without
Heraeus’ prior written consent.
14.3 Nothing in any contract under the GTP shall confer any rights upon any
person who is not a party to it
14.4 If a court or other regulatory body finds that any part of the contract isinvalid or unenforceable, the remainder of the contract shall not be affected andshall 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 ordefault. 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 rightor remedy, nor shall it preclude or restrict the further exercise of that or any
other right or remedy. No single or partial exercise of such right or remedy shallpreclude or restrict the further exercise of that or any other right or remedy.
14.6 Nothing in the contract will operate to exclude or limit any liability for fraud,
fraudulent misrepresentation or for any other matter that 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 relationship managers (appointed
by the parties from time to time) for resolution. If the dispute cannot be resolvedby the relationship managers within a maximum of 14 days, the dispute shallbe referred to the Managing Directors of each party for resolution. If the disputeremains unresolved by the Managing Directors of the parties after 14 days of
being referred to them, the dispute shall be referred to mediation under thesupervision ofthe Law Society of Ireland . The decision of the mediator shall bebinding upon the parties and each party shall bear its own costs and expenses
in respect 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 The GTP and any agreement between Heraeus and the supplier shall be
exclusively governed by, and construed in accordance with the laws of the
Republic of Ireland and the Parties hereby agree that the courts of Republic of
Ireland have exclusive jurisdiction to hear and determine any disputes arisingout of or in connection with this agreement. The United Nations Convention on
Contracts for the International Sale of Goods (CISG; the Vienna Convention)
shall be excluded.
14.10 All disputes arising out of or in connection with any Contracts concluded
with Heraeus, or the operation or construction thereof or any other dispute ordifference between the Parties shall be referred to arbitration and to the final
decision of an arbitrator to be appointed by agreement between the parties in
dispute or, in default of such agreement, by the President of the Law Society of
Ireland and the decision of the arbitrator shall be final and binding on the Parties
to the dispute (save in the case of manifest error or fraud).
The language of arbitration shall be English.
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