Conditions of Purchase

1. DEFINITIONS AND INTERPRETATION
1.1 In these Conditions (unless the context otherwise requires), the following words and phrases shall have the following meanings:
"Buyer" means AMG Superalloys UK Limited a company registered in England and Wales under number 345279 whose registered office is at Fullerton Road, Rotherham, South Yorkshire, S60 1DL, UK.
"Conditions" means these terms and conditions of purchase.
"Contract" means a contract for the purchase of Goods and/or Services made by or on behalf of the Buyer with a Supplier.
"Goods" means the Goods described in an Order.
"Order" means an order for the Goods and/or Services issued by the Buyer to the Supplier together with all documents referred to in it.
"Services" means the services described in an Order.
"Supplier" means any person, firm or company to whom an Order is addressed.
"Working Day" means any day from Monday to Friday (inclusive) which is not Christmas Day, Good Friday or a statutory holiday in England.
1.2 In these Conditions (unless the context otherwise requires):
1.2.1 construction of these Conditions shall ignore the headings (all of which are for reference only); and
1.2.2 any reference to any legislative provision shall be deemed to include any subsequent re-enactment or amending provision;.
1.2.3 if these conditions are translated into any language other than English and there is any conflict or ambiguity between the English language version and the other version(s) the English version shall prevail.

2. APPLICATION
2.1 These Conditions shall govern and be incorporated into every Contract, and shall prevail over any terms or conditions (whether or not inconsistent with these Conditions) contained or referred to in any correspondence or documentation submitted by the Supplier or elsewhere or implied by custom, practice or course of dealing.
2.2 ("INCOTERMS 2010") and supplements thereto shall apply in the case of a purchase of Goods from a Supplier outside the British Isles and to the extent that there is an inconsistency between the Conditions set out below and the conditions of INCOTERMS 2010 (and the supplements thereto) the latter shall prevail.

3. ACCEPTANCE OF ORDER
3.1 Subject to the terms of clause 2 above all orders for Goods are placed by us upon the terms only of these Conditions. The Supplier's execution and return of the acknowledgement copy of the Order or the execution or commencement of delivery of Goods and/or performance of Services constitutes the Supplier's acceptance of the Order subject to these Conditions.
3.2 The terms of purchase set out on the Order shall be included in these Conditions and shall prevail if there shall be any conflict between them and any of the Conditions set out herein.
3.3 The Buyer is not liable for any Order unless:
3.3.1 it has been placed on behalf of the Buyer by its duly authorised representative; and
3.3.2 the Supplier confirms its acceptance of such Order and these Conditions as set out in condition 3.1.
3.4 No amendment to these Conditions shall have any effect unless approved in writing by a director of the Buyer.

4. DELIVERY
4.1 All details of the purchase set out in the Order including the price, delivery, date, time and place and specification shall be observed strictly by the Supplier . The Supplier shall deliver the Goods at the date time and place specified on the relevant Order and time for delivery or performance of a Contract is of the essence.
4.2 In the event of the Supplier offering for delivery Goods not in accordance with specification, or failing to deliver the Goods or Services on time the Buyer shall have the right within its absolute discretion to accept or refuse delivery of the said Goods and/or return any Goods already delivered which by virtue of such rejection or cancellation are no longer of use. If the Buyer shall accept delivery, such acceptance shall not prejudice any claim for reduction of the price by reason of the change in specification or for any direct or consequential claim for loss suffered by the Buyer or any other right the Buyer may have.
4.3 If Goods are incorrectly delivered, the Supplier is liable for any additional expense incurred by either party in handling and delivering the Goods and providing the Services at the correct date, time and place.
4.4 Unless otherwise agreed in writing by the Buyer, the Supplier shall unload the Goods immediately on their arrival at the Buyer's premises or other agreed location for delivery.
4.5 If delivery of all Goods shall not be offered in accordance with the terms specified then the Buyer shall be entitled to serve notice in writing of repudiation upon the Supplier. Such notice shall relieve the Buyer of any obligation to accept delivery at any later date but shall not prejudice any claim for any loss or expense or damage suffered by the Buyer by reason of non-delivery.

5. EXPORT SALES
5.1 The Supplier shall be responsible for obtaining all relevant export licences and consents for the Goods.
5.2 Unless otherwise agreed, the Buyer shall be responsible for obtaining all relevant import licences for the Goods.

6. RISK AND TITLE
Title in the Goods and the risk therein shall pass to the Buyer either:
6.1 when delivery is made at the premises of the Buyer ; or
6.2 in any other case, when Goods are delivered on the instruction of the Buyer to a third party or agent or carrier of such third party. This is without prejudice to any right of rejection which may accrue to the Buyer under the Conditions or otherwise.
6.3 If the Supplier postpones delivery for any reason, title to the Goods will pass to the Buyer on the date on which such Goods should have been delivered but risk will not pass until the date of actual delivery.
6.4 The Supplier shall be liable for any loss of or damage to any of the Goods in transit but the Buyer shall be under obligation to notify the Supplier of any loss or damage within one month of the Goods in question arriving at the premises of the Buyer or, in the case of purchases of scrap material, within seven Working Days of arrival.

7. ACCEPTANCE OF GOODS AND/OR SERVICES
7.1 The Supplier will grant the Buyer and its authorised representatives, agents or customers access to its premises (or the premises of any permitted subcontractor) for the purpose of inspecting or testing the Goods at any reasonable time. Such inspection does not relieve the Supplier of any liability or imply that the Supplier has accepted the Goods.
7.2 If the Goods or Services or any part of them (whether or not inspected or tested by the Buyer) do not comply with the requirements of the relevant Contract, the Buyer may elect to:
7.2.1 repair such Goods at the Supplier's expense; or
7.2.2 accept the Goods or Services and adjust the price payable for them to reflect the value actually supplied; or
7.2.3 reject such Goods or Services by giving the Supplier notice of such rejection and returning the rejected Goods to the Supplier at the Supplier's risk and expense. The Supplier shall be liable for any resultant costs and responsibilities arising from the rejection of the Goods or Services by the Buyer.
7.3 If the Buyer rejects any Goods and/or Services, the Supplier will replace them with Goods and/or Services which are in all respects in accordance with the Contract. If the Supplier fails to replace such rejected Goods and/or Services within 5 Working Days, the Buyer may, at its option and without prejudice to any other remedies it may have:
7.3.1 request a refund from the Supplier of any money paid in respect of such rejected Goods and/or Services; or
7.3.2 purchase replacement Goods or Services from an alternative source at the Supplier's cost.

8. PRICE
8.1 The price for each of the Goods and Services to be paid by the Buyer to the Supplier will include all costs, both direct and indirect, of supplying the Goods and Services except that where the Goods and Services are subject to VAT, the amount legally due will be specified as a separate item of account.
8.2 If the Buyer places an Order on a "price to be agreed" basis, the Supplier will obtain the Buyer's confirmation of the price to be paid before invoicing the Buyer for the Goods and Services.

9. PAYMENT
9.1 The Buyer will pay only for the Goods and Services specified in the Order.
9.2 The Supplier will ensure that the Buyer receives the invoice relating to an Order within 7 Working Days of delivery of the Goods and Services specified in that Order.
9.3 If the Goods and Services have been accepted by the Buyer in accordance with the Contract, unless otherwise agreed between the parties, the Buyer shall make all payments due to the Supplier under such Contract within 90 days of the date of receipt of the relevant invoice.
9.4 The Buyer reserves the right to delay payment (but without forfeiting any prompt payment discount) if the Supplier fails to:
9.4.1 send a separate advice note and invoices on the date of despatch for each delivery of Goods or performance of Services; or
9.4.2 mark the Order number clearly on each consignment package, packing notes, invoices and any other relevant correspondence.
9.5 The Buyer may offset any amount owing to it from the Supplier against any amount owed to the Supplier by the Buyer.

10. INTELLECTUAL PROPERTY RIGHTS
If the Supplier or its employees or agents design the Consumables or perform the Services pursuant to a commission from the Buyer (whether to fulfil an Order or otherwise), any intellectual property rights created in relation to such Goods or Services shall vest in the Buyer and the Supplier shall do or procure the doing of all such further acts and execute or procure the execution (as a deed or otherwise) of all such documents as may from time to time be necessary to give full effect to this condition 10.

11.WARRANTY AND LIABILITY
11.1 The Supplier warrants that:
11.1.1 the Goods and Services will conform to the specifications referred to in the Order as to quantity, quality and description and any other specifications, requirements or instructions made known to the Supplier;
11.1.2 the Goods will be of satisfactory quality, fit for purpose, of good material and workmanship and substantially free from defects;
11.1.3 the design, construction and quality of the Goods and provision of the Services will comply with any relevant statutory rules or regulations in force at the time of delivery or performance, including UK safety standards and British Standards;
11.1.4 any reference to a BS specification or any other industry or generally recognised standard shall be strictly observed by the Supplier; and
11.1.5 it will provide the Services in accordance with the terms of the Order, with reasonable care, skill and diligence, using properly experienced and qualified people.
11.2 The Supplier will pass on to the Buyer the benefit of any additional warranties secured from the Supplier's own suppliers.
11.3 The Supplier will immediately, at its own cost, replace any defective Goods notified by the Buyer to the Supplier within 12 months (or any longer period expressly agreed) from the date of the Buyer's receipt of the Goods or remedy any defective Services.
11.4 The Supplier is liable for damage to or loss of the Buyer's property arising from the performance or non-performance of the Supplier's obligations under any Contract.
11.5 The Supplier will indemnify the Buyer, its agents, employees, subsidiaries, associated companies and assigns in respect of all loss, liability and cost directly or indirectly arising from:
11.5.1 any alleged or actual infringement of any intellectual property right owned by a third party resulting from the purchase, use or resale by the Buyer, its agents, employees, subsidiaries, associated companies, customers and assigns of the whole or any part of the Goods or Services; and/or
11.5.2 any act or omission in the performance or non-performance of or in connection with the obligations undertaken by the Supplier pursuant to a Contract, whether due to the negligence of the Supplier, its agents, employees or sub-contractors or otherwise, including, without limitation, any loss, liability or cost arising from an injury to a person but excluding any loss, liability or cost arising directly from the Buyer's negligence or where the Supplier has delivered the Goods or performed the Services strictly in accordance with specifications supplied by the Buyer.
11.6 The rights and remedies of the Buyer provided in these Conditions are cumulative and are not exclusive of any rights or remedies provided at law or in equity.

12. INSURANCE
12.1 The Supplier will at all times insure and keep itself insured with a reputable insurance company against all insurable liabilities under any Contract and in respect of the Goods and Services including, without limitation against all the Supplier's liabilities under condition 11.
12.2 The Supplier will provide all facilities, assistance and advice requested by the Buyer or the Buyer's insurers for the purpose of contesting or dealing with any action, claim or matter arising out of the Supplier's performance or non-performance of a Contract.

13. DISPUTE RESOLUTION (IMPORTED GOODS ONLY)
If at any time any question, dispute or difference whatsoever shall arise between the Supplier and the Buyer upon or in relation to or in connection with a Contract, then either party may give notice to the other party in writing of such question, dispute or difference. In the event that the parties are unable to resolve the dispute through negotiation, the dispute shall be referred to arbitration in London, United Kingdom in accordance with and subject to the provisions of the Rules of Arbitration and Conciliation of the International Chamber of Commerce.

14. TERMINATION
14.1 The Buyer may cancel the whole or any part of a Contract at any time by written notice to the Supplier if:
14.1.1 the Supplier breaches any obligation under a Contract;
14.1.2 the Supplier is acquired by or merges with any third party;
14.1.3 a meeting is convened, a petition presented, an order made, an effective resolution passed, or notice is given for the Supplier's winding up or dissolution (other than for the sole purpose of amalgamation and reconstruction); or
14.1.4 an application is made for, or any meeting of the Supplier's directors or members resolves to make an application for an administration order in relation to it or any party gives or files notice of intention to appoint an administrator of it or such an administrator is appointed; or
14.1.5 an incumbrancer takes possession, or a receiver or manager or administrative receiver is appointed, of the whole or any part of the Supplier's assets; or
14.1.6 the Supplier ceases or suspends payment of any of its debts or is unable to pay its debts as they fall due within the meaning of section 123 of the Insolvency Act 1986;
14.1.7 a proposal is made for a composition in satisfaction of the Supplier's debts or a scheme or arrangement of its affairs including a voluntary arrangement within the meaning of part I of the Insolvency Act 1986; or
14.1.8 any similar action is taken in any court of competent jurisdiction outside the United Kingdom.

15. CONFIDENTIALITY AND SPECIFICATIONS
The Supplier shall treat all product, business information, specifications submitted by the Buyer to the Supplier as confidential and shall not disclose them to third parties without the Buyer's prior written consent. This condition does not apply to information which is at the date of disclosure or becomes at any time thereafter publicly known other than by the Supplier's breach of these Conditions; or can be shown to the Buyer's satisfaction to have been known by the Supplier before disclosure by the Buyer to the Supplier; or is or becomes available to the Supplier otherwise than from the Buyer and free of any restrictions as to its use or disclosure; or is required to be disclosed by law.

16. PACKAGING
16.1 The Supplier will, at its own cost, package and label the Goods in a manner suitable for protection against damage in transit and storage in accordance with the Buyer's instructions as set out in the relevant Contract.
16.2 The Buyer accepts no liability for packaging materials unless expressly agreed in advance.

17. LICENCES AND CONSENTS
If a licence or consent of any government or other authority is required for the supply or carriage of the Goods or performance of the Services, the Supplier will obtain such licence or consent at its own expense and produce evidence of it to the Buyer on demand.

18. ASSIGNMENT
18.1 The Supplier may not assign or deal in any way with all or any part of the benefit of, or its rights or benefits under, a Contract without the prior written consent of the Buyer (which consent shall not be unreasonably withheld or delayed).
18.2 The Supplier may not subcontract the performance of the whole or any part of a Contract without the prior written consent of the Buyer.

19. NOTICES
Any notice required to be served under the Contract shall be in writing and may be served personally or by prepaid letter or by telex or facsimile communication system and shall be deemed to have been served in the case of personal delivery: upon delivery, in the case of post: within two days (UK) and within seven days (outside the UK) and in the case of telex/facsimile: upon confirmation of successful facsimile/telex transmission.

20. SEVERANCE
20.1 If any of these Conditions is found by any court or administrative body of competent jurisdiction to be invalid or unenforceable, such invalidity or unenforceability shall not affect the other Conditions which shall remain in full force and effect.
20.2 If any of these Conditions is so found to be invalid or unenforceable but would cease to be invalid or unenforceable if some part of the provision were deleted, the provision in question shall apply with such modification as may be necessary to make it valid and enforceable.

21. THIRD PARTIES
A person who is not party to a Contract shall have no rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of such Contract. This condition does not affect any right or remedy of any person which exists or is available otherwise than pursuant to that Act.

22.WAIVER
The rights and remedies provided by any Contract may be waived only in writing and specifically, and any failure to exercise or any delay in exercising a right or remedy by the Buyer shall not constitute a waiver of that right or remedy or of any other rights or remedies. A waiver of any breach of any of the terms of a Contract or of a default under a Contract shall not constitute a waiver of any other breach or default and shall not affect the other terms of such Contract.

23. VARIATION
No variation or alteration of any of the provisions of a Contract or these Conditions shall be effective unless it is in writing and signed by or on behalf of each party.

24. GOVERNING LAW AND JURISDICTION
24.1 A Contract and any matter arising from or in connection with it shall be governed by and construed in accordance with English law.
24.2 Subject to the provision of clause 13, each party irrevocably agrees to submit to the exclusive jurisdiction of the English courts over any claim or matter arising from or in connection with a Contract or the legal relationship established by or in connection with such Contract.