Heraeus Electro-Nite (Pty.) Ltd - General Terms of Purchase 02/2021
1.

Scope

All purchase orders (deliveries of goods and provision of services) of Heraeus
Electro-Nite (Pty.) Ltd. are subject to the following General Terms of Purchase(“GTP”) only. These GTP apply also to future purchase orders of Heraeus.
Heraeus objects to general terms and conditions of the supplier which deviate
from these GTP or the provisions of law as well as to any supplementary provisions in the terms and conditions of the supplier, except where Heraeus gives
its express prior written consent to the applicability of the supplier's generalterms and conditions. The supplier's general terms and conditions will also 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 suchdeliveries or services.
2.

Offer and Formation of a Contract

2.1 All orders, agreements and changes shall be binding only if placed orconfirmed by Heraeus in writing. All correspondence must be exchanged withthe purchasing department of Heraeus.
2.2 Orders placed by Heraeus without a time limit for acceptance may be accepted by the supplier only within fourteen (14) days from the order date.
2.3 Quotations are binding and non-refundable unless otherwise expressly
agreed in writing.
2.4 In case of any deviation or variance between the supplier's order confirmation and Heraeus' purchase order, a contract shall be formed only if the supplier has expressly advised Heraeus of the deviation and Heraeus has agreed
to such deviation 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, ifany, promptly in writing.
3.2

The supplier bears the procurement risk of the goods.

4.

Delivery; Supplier's Lien; Security in the Supply Chain

4.1 The period of delivery/performance specified by Heraeus in the purchaseorder is binding. If the purchase order does not specify such period, delivery of
the goods or performance of the service, respectively, shall be effected within
fourteen (14) days after the date of the purchase order.
4.2 If the supplier is unable to comply with the binding period of delivery/performance, set forth in clause 4.1, the supplier shall notify Heraeus promptly andadvise a practicable date for the delivery/performance. In addition, the supplieris committed to notify Heraeus without request of any difficulties in delivery/performance which may arise, for any reason whatsoever, immediately after suchdifficulties have come to the supplier's knowledge.
4.3 The supplier is obligated to strictly comply with all instructions and requirements of Heraeus as regards mode of transport, forwarding agent, andshipping instructions.
4.4 All deliveries and services shall be effected DDP "Point of Use" (Incoterms 2020). If delivery is made to construction sites or directly to third parties,unloading shall be at the cost and risk of the supplier.
4.5 Partial deliveries are permissible only with the express written consent ofHeraeus, which consent shall not be unreasonably withheld.
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 foregoing shall apply until Heraeus has fully settled all payments owed by it for the goods or services so affected.
4.8 With regard to quantities, weights and dimensions, the figures determinedby Heraeus during its incoming inspection shall be controlling, 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 orValue Added Tax invoice are missing, improper or incorrect, Heraeus reserves
the right 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 all necessary expenses, such as travel expenses or tooling charges, unless otherwise
agreed.
4.12 Any liens or similar rights and reservations of ownership by the supplier
are hereby waived by the supplier.
HEN/EN / GCM-15617/2020

4.13 The supplier shall give all organizational instructions and take all organizational measures, in particular in the areas of property protection, security ofbusiness partners, personnel and information, as well as in the areas of packaging and transport, which are required to ensure security in the supply chain,for example by adopting the requirements of the International Trade Administration Commission of South Africa as well as 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 performance of its
services for Heraeus against unauthorized access and manipulation and shallhave such deliveries and services performed by reliable personnel only. The
supplier shall obligate any subcontractors commissioned by it to give corresponding instructions and to take corresponding measures.
4.14 The supplier represents and warrants that the goods do not contain anysubstances which are restricted in terms of any applicable South African legislation or prescribed standards , that the substances which are contained in thegoods and its use(s) are either already registered or not subject to registrationin accordance with the Hazardous Substances Act, 1973, Occupational Healthand Safety Act,1993 and the National Environmental Management Act, 1998(“NEMA”) or any other applicable legislation and, if necessary, that an authorisation from the relevant competent authority has been granted. If the goods
delivered are to be classified as dangerous goods within the meaning of theapplicable domestic and international rules, standards and guidelines, the supplier must notify Heraeus thereof no later than on the date of the order confirmation.
4.15 Heraeus retains 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 anddestruction at the supplier's cost. The processing, blending or combining (further processing) of any such items by the supplier is made on behalf ofHeraeus. The same applies to the further processing by Heraeus of the goods
delivered to it, so that Heraeus obtains ownership of the product so manufactured.
4.16 Ownership of the goods shall be transferred to Heraeus unconditionallyand regardless as to whether the purchase price has been paid. If in a specificinstance,Heraeus accepts an offer from the supplier for the transfer of ownership of goods which is conditional upon payment of the purchase price, thesupplier's reservation of ownership shall lapse upon payment of the purchaseprice of the goods at the latest. In such case, Heraeus is authorized to resell
the goods in the ordinary course of business also prior to the payment of thepurchase price.
5.

Force MajeureActs of God, labour disputes, operational breakdowns 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 - 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.
6.

Contractual Penalties

6.1 In the event that the supplier defaults in the timely performance of its duty
to deliver/provide a service, Heraeus may claim a contractual penalty at therate of 0.5 % of the aggregate order value for each commenced calendar weekof the supplier's default, but no more than 5 % of the aggregate order value.
6.2 The contractual penalty pursuant to clause 6.1 shall be incurred as soon
as the supplier defaults in delivery. The contractual penalty is immediately due
for payment.
6.3 Heraeus reserves the right to claim any other damages in addition to its
claim for performance of the supplier's duty to deliver.
6.4 Heraeus reserves the right to claim for any damages suffered, however,such contractual penalty shall be set off against any actual damages claimed.
7.

Claims for Defects; Recourse and Product Liability; Insurance

7.1 The supplier is responsible for ensuring that the goods delivered and theservices provided comply with the specifications of the order. The supplier is inparticular responsible for the conformance of the goods and services to thestate of the art, to the generally accepted technical and occupational health andsafety regulations of public authorities and trade associations, and for the compliance of the goods and services with all applicable laws.
7.2 Heraeus' duty to examine is limited to defects which become apparent
upon outward examination of the goods, including the shipping documents, during the incoming inspection and to defects which become apparent during quality control by way of random sampling (such as damage to the goods duringtransport, wrong delivery and short delivery, for example). The duty to examine
shall not apply if acceptance of the goods delivered has been agreed. Aboveand beyond the foregoing, it depends on the feasibility of such an inspection in
the ordinary course of business, with due regard to the circumstances in theindividual case. Heraeus' duty to give notice of defects which are discoveredlater remains unaffected. In all cases a notice of defects shall be deemed toPage 1/2

have been given promptly and timely if it is delivered to the supplier within aperiod of fourteen (14) calendar days.
7.3 If the supplier, within the scope of subsequent performance of the contract, remedies a defect by rectification or by delivery of a faultfree product, thewarranty periods provided by the supplier will commence to run again.
7.4 If the supplier defaults in its duty of subsequent performance of its obligations underthe contract within a period of fourteen (14) calendar days Heraeus
is entitled to itself remedy, or cause to be remedied by any third party, the defectat the cost of the supplier and to claim from the supplier a reimbursement of thecosts thereby incurred.
7.5 All costs arising from the supplier's delivery of defective goods or provision of defective services, including without limitation, the travel and transport
expenses, labour and material costs, and the costs of an incoming inspection
exceeding the usual scope, shall be borne by the supplier. Any costs incurredby the supplier for the examination and rectification of defects (including any
removal and installation costs) shall also be borne solely by the supplier, evenin the event that it is confirmed that there is no defect.
7.6 The supplier is obligated to indemnify and hold Heraeus harmless fromand against any and all product liability claims, and from any loss or damage
arising therefrom, 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 enteredagainst Heraeus, the foregoing shall apply only if the supplier is at fault. If thecause of the loss or damage is within the responsibility of the supplier, the burden of proof shall rest on the supplier. The supplier shall also refund any andall necessary costs and expenses, without limitation, in accordance with theprovisions of the CPA and any other relevant South African legislation to theextent of the supplier's indemnity obligation, including the costs of bringing anaction or the costs generated by a product recall. Heraeus will inform the supplier of the scope and content of such product recall to the extent practicableand reasonable.
7.7 The supplier is obligated to take out and maintain a product liability insurance with adequate coverage and to furnish proof of the existence of such insurance to Heraeus upon request.
8.

Infringement of Third Party Property Rights

8.1 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
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 allclaims 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.
8.2 The supplier hereby indemnifies and holds Heraeus harmless from andagainst all liability which may arise, unless such liability arises as a result of thebreach by Heraeus of the terms of this agreement or fraud, negligence or wilful
misconduct on the part of Heraeus or of its agents or employees.

10.2 All items, information and documents set forth in clause 10.1 must be returned to Heraeus, without request, immediately upon performance of the contractual 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.
10.3 In the case of research, development, construction, engineering or othercontracts covering the elaboration of a solution to a technical problem, all right,
ownership and interest in and to any inventions made by the supplier in performing the contract as well as any patents to be applied for, already appliedfor, or granted on such inventions shall be exclusively due to Heraeus. The
same shall apply to any new technical know-how which does not belong to thestate of the art. 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
within a period of six (6) weeks. The costs incurred in order to comply with theTrade Marks Act, 1993, the Copyright Act, 1978 or the Patents Act, 1978 will
be borne by Heraeus.
11.

Heraeus Code of Conduct

11.1 The supplier hereby commits to Heraeus to comply with all legally binding
rules and regulations, , in respect of 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 child labor, and to ensure for its own staff a fair pay, appropriate working
hours, safety at work and a non-discriminating working environment.
11.2 Heraeus may terminate the contract with the supplier without notice in theevent that the supplier commits a breach of its obligations set forth in the preceding paragraph. The supplier commits to pay a contractual penalty in theamount of 10% of the order value to Heraeus, without prejudice, in the case ofBribery or violation of the applicable laws for the protection of fair competition.
Furthermore, the supplier shall indemnify and hold harmless Heraeus from andagainst any third-party 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.
12.

Miscellaneous

12.1 The place of performance for all payments between Heraeus and the supplier is the registered place of business of Heraeus.
12.2 These General Terms of Purchase and any agreement between Heraeus
and the supplier shall be governed by and construed in accordance with thelaw of the Republic of South Africa.
12.3 The place of jurisdiction shall be the Republic of South Africa. However,
Heraeus shall be entitled to recourse in any court having jurisdiction under thelaws of the country in which the supplier has its registered place of business.

8.3 The supplier hereby indemnifies Heraeus against any cost, loss or liability
reasonably incurred by Heraeus (acting reasonably) as a result of acting or
relying on any notice given to Heraeus under the provisions of this agreement
which it reasonably believes to be genuine, correct and appropriately authorised, unless directly caused by the negligence or wilful misconduct of Heraeus.
9.

Prices and Terms of Payment

9.1 The prices specified in the purchase orders are binding. These prices include any and all services and ancillary services provided by the supplier (suchas mounting and installation, for example) as well as all ancillary costs (suchas packaging, transport and transport and liability insurance). The supplier shalltake back packaging materials at the request of Heraeus.
9.2 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.
9.3 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.
9.4 Heraeus is entitled to withhold payments due for so long as Heraeus has
claims against the supplier from incomplete or defective deliveries and/or services and shall be entitled to set off any amounts owed by the supplier, against
any amounts due to the supplier.
10.

Intellectual Property Rights and Know-How

10.1 All right, ownership and interest in and to any models, samples, drawings,
software, documentations and other records as well as all right, ownership andinterest in and to any materials, tools, production and testing equipment andknow-how disclosed or released by Heraeus to the supplier shall remain vested
solely in Heraeus. Any such items, information and documents must be treatedas confidential and may not be transmitted to any third party, unless with theexpress prior written consent of Heraeus and unless such third party is boundby the same obligations of confidentiality.
HEN/EN / GCM-15617/2020

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