Terms and Conditions of Sale

These terms and conditions (these Terms) are the terms on which Haynes International Limited (company number 01209891) (the Seller) sells Products to the Buyer.

These Terms supersede all other terms and conditions previously used by the Seller in connection with the sale of Products to the Buyer, and apply to the exclusion of any terms and conditions which the Buyer purports to apply under any other document (including any purchase order) or which are implied by trade, custom, practice or course of dealing.

The Seller may amend these Terms from time to time by posting a revised version on this page of the Group Website. The Buyer should refer to this page of the Group Website before placing a Purchase Order to ensure it understands the Terms in force at that time which will apply to the Purchase Order.

1 Definitions and interpretation

1.1 In these Terms, the following words have the following meanings:

Binding Purchase Order: a Purchase Order which is accepted by the Seller in accordance with clause 2.2

Buyer: the business, firm, company, organisation or other entity or sole trader who submits a Purchase Order.

Charges: the charges for the Ordered Services, as set out in the Binding Order.

Confidential Information: all information of a confidential nature or which would be deemed confidential by a reasonable business person (whether written or oral and however recorded and whether marked as confidential or not) belonging to or relating to a party which is disclosed to or received by the other party, whether before or after the date of the Contract, directly or indirectly, in connection with the Contract, including information concerning the disclosing party’s (and, in the case of the Seller, the Group’s) business, operations, affairs, financial information, customers, clients, suppliers, operations, processes, know-how, designs, trade secrets, services, products (including technical data and specifications relating to such products), software and price lists, but not including any information that: (a) is or becomes public knowledge other than by an act or omission of the receiving party; (b) is or becomes available to the receiving party without an obligation of confidence from a third party having the legal right to disclose the information; or (c) is already in the receiving party’s possession before disclosure without an obligation of confidence.

Contract: the contract between the Seller and the Buyer for the sale and purchase of the Ordered Products and/or the Ordered Services, which incorporates these Terms and the Binding Purchase Order.

Delivery: completion of delivery of the Ordered Products in accordance with clause 5.1, and Delivered shall be construed accordingly.

Force Majeure Event: an event beyond the Seller’s reasonable control, including: flood, earthquake, storm or other adverse weather conditions or natural disaster; war, threat of or preparation for war or armed conflict; imposition of sanctions, embargo, breaking off of diplomatic relations or similar actions; terrorist attack, civil war, civil commotion or riots; nuclear, chemical or biological contamination; sonic boom; compliance with applicable laws or regulations, or orders or guidance issued by government or a public or regulatory authority or court of competent jurisdiction (including local or national travel restrictions or quarantine measures); epidemic or pandemic; fire or explosion; collapse of building structures, failure of plant, machinery, computers or vehicles; any labour shortage or dispute, including strikes, industrial action and lockouts (whether involving the workforce of the Seller or not); non-performance by suppliers or subcontractors or shortages of raw materials, transport vehicles or machinery; or the interruption or failure of a transport network or utility service.

Group: the Seller, its holding company and each subsidiary of the holding company.

Group Website: the website www.haynesintl.com which is operated by the Group.

Insolvency Event: means in respect of a party, that: (a) it suspends, or threatens to suspend, payment 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 or section 268 of the UK Insolvency Act 1986 as applicable); (b) it is the subject of a bankruptcy petition, application or order; (c) it enters into a composition, compromise or arrangement to reschedule or restructure its indebtedness with or for the benefit of its creditors; (d) it compulsorily or voluntarily enters into liquidation (except for the purpose of a bona fide reconstruction or amalgamation); (e) it obtains or takes steps to obtain a moratorium within the meaning of section 1 of the Corporate Insolvency or Governance Act 2020; (f) an administrator, receiver, liquidator or manager is appointed over the whole, or a substantial part, of its undertaking or assets; (g) it ceases or threatens to suspend or cease carrying on all or a substantial part of its business; (h) a resolution is made or a notice is filed in connection with its winding up or dissolution; (i) any steps or action are taken in preparation for any of the aforementioned events; or (j) any event occurs or proceeding is taken with respect to it in any jurisdiction (including in the UK) to which it is subject that has an effect equivalent or similar to any of the aforementioned events.

Intellectual Property Rights: patents, rights to inventions, copyright and neighbouring rights, trade marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how) and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.

Ordered Products: the Products ordered by the Buyer and confirmed in the Binding Purchase Order.

Ordered Services: the Services ordered by the Buyer and confirmed in the Binding Purchase Order.

Price: the price for the Ordered Products, as set out in the Binding Purchase Order.

Products: the high-performance nickel-based and cobalt-based alloys manufactured and supplied by the Seller or other products, materials or components supplied by the Seller from time to time.

Purchase Order: an order for Products and/or Services submitted by the Buyer.

Services: the processing value-added services provided by the Seller from time to time.

Specifications: any specifications for the Ordered Products and/or Ordered Services which are set out in the Binding Purchase Order or otherwise agreed by the Seller in writing.

Taxes: all taxes (including sales, use, excise or any similar taxes or governmental charges), levies, duties, tariffs, tolls, fees and charges relating to the sale, purchase, manufacture, processing, delivery, storage, use or transportation of the Products.

1.2 References to clauses are to the clauses of these Terms.

1.3 Any words following the terms including, include or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.

2 Orders

2.1 Each Purchase Order submitted by the Buyer constitutes an offer by the Buyer to purchase the Products and/or Services set out in the Purchase Order in accordance with these Terms. The Buyer is responsible for checking and ensuring each Purchase Order is complete and accurate.

2.2 Each Purchase Order shall only be deemed to be accepted by the Seller once the Seller has either: (a) issued written confirmation of the Purchase Order to the Buyer; (b) confirmed the Purchase Order by email to the Buyer; or (c) accepted the Purchase Order via an online portal operated by the Buyer, at which point the Contract shall be formed. The Seller reserves the right to reject any Purchase Order (in whole or in part) for whatever reason.

2.3 Any photographs, illustrations, drawings, technical data, production data, production estimates, performance figures, advice, descriptions, properties and specifications provided by the Seller with respect to the Products (whether via the Group Website or in any catalogues or other publications) are provided solely for the purpose of giving an approximate idea of the Products. Save as expressly set out in these Terms or a Binding Order, such literature, data and information shall not form part of the Contract nor have any contractual force.

2.4 Any quotation or other document addressed to the Buyer by the Seller is not an offer to supply Products and/or Services and shall not form part of the Contract.

2.5 If the Seller is unable to satisfy a Binding Purchase Order (in whole or in part) for any reason, it will notify the Buyer in writing as soon as practicable, and the Seller may, in its sole discretion, either remove the affected Ordered Products and/or Ordered Services from the Binding Purchase Order and the Price and/or Charges payable by the Buyer shall be amended accordingly, or cancel the Binding Purchase Order. If the Buyer has already paid the Price and/or Charges for the affected Ordered Products and/or Ordered Services, the Seller will issue a refund to the Buyer for the full amount paid. Except as set out in this clause 2.5, the Seller shall have no liability to the Buyer in respect of any amendment or cancellation of a Binding Purchase Order.

2.6 If the Buyer wishes to cancel a Binding Purchase Order (in whole or in part), it shall submit a request in writing to the Seller (Cancellation Request). The Seller may accept or reject the Cancellation Request in its sole discretion. If the Seller accepts the Cancellation Request, such acceptance may be subject to the payment by the Buyer of a reasonable cancellation charge up to the value of 100% of the Price for the relevant Ordered Products or 100% of the Charges for the relevant Ordered Services (as applicable) plus any applicable Taxes and delivery and insurance costs incurred by the Seller in respect of such Ordered Products.

3 Price and Charges

3.1 The Price and the Charges will be as set out in the Binding Purchase Order.

3.2 The Seller may, by giving notice to the Buyer, increase the Price and/or the Charges (as applicable) to reflect any increase in the cost of the Ordered Products and/or the Ordered Services (as applicable) that is due to:

a) any factor beyond the Seller’s control (including increases in the cost of inventory, materials, utilities and labour, increases in Taxes payable by the Seller and foreign exchange fluctuations); or
(b) any request by the Buyer to change any delivery date or performance date agreed between the parties, or the quantity, type or Specification of the Ordered Products and/or Ordered Services; or
(c) the Buyer’s failure to provide adequate, timely or accurate information or instructions.

3.3 Unless otherwise agreed by the Seller in writing: (a) the Price is exclusive of the cost of Delivery and insurance and all applicable Taxes; and (b) the Charges are exclusive of the cost of all applicable Taxes, which the Buyer shall additionally be liable to pay to the Seller.

4 Payment

4.1 Where the Buyer and the Seller have agreed credit terms in writing, the following invoicing and payment terms shall apply, unless otherwise agreed by the Seller in writing:
(a) the Seller shall invoice the Buyer for the Charges on or after completion of the Ordered Services and the Buyer shall pay such invoice in full and in cleared funds within 30 days of the date of the invoice;
(b) the Seller shall invoice the Buyer for the Price on or after Delivery and the Buyer shall pay such invoice in full and in cleared funds within 30 days of the date of the invoice.

4.2 If the Buyer fails to make payment at any time in accordance with clause 4.1, the Seller may, without prejudice to any other rights or remedies it may have, withdraw such credit terms and the invoicing and payment terms set out in clause 4.3 will apply.

4.3 Where the Seller and the Buyer have not agreed credit terms in writing, or the agreed credit terms have been withdrawn in accordance with clause 4.2, the Seller shall require payment of the Charges or the Price (as applicable) in advance of the commencement of the Ordered Services or Delivery of the Ordered Products (as applicable). In such circumstances the Seller will issue a proforma invoice prior to the commencement of the Ordered Services or Delivery of the Ordered Products (as applicable) which the Buyer shall, unless otherwise agreed by the Seller in writing, pay within 30 days of the date of the invoice. The Seller reserves the right to withhold the commencement of the Ordered Services or Delivery of the Ordered Products (as applicable), without liability to the Buyer, until it has received payment of the Charges or the Price (as applicable) in full.

4.4 Payment of each invoice shall be made in the currency and to the bank account set out in the invoice.

4.5 If the Buyer fails to make any payment due to the Seller under the Contract by the due date for payment, then, without prejudice to any other right or remedy to which the Seller may be entitled, the Seller may:
(a) suspend Delivery of any undelivered Ordered Products until payment of the overdue amount is received in full by the Seller; and/or
(b) suspend performance of any unperformed Ordered Services until payment of the overdue amount is received in full by the Seller; and/or
(c) charge the Buyer interest on a daily basis in respect of the overdue amount at the rate of 4% per annum above the base lending rate from time to time of the Bank of England, from the due date and continuing until payment of the overdue amount is received in full by the Seller, whether before or after judgment; and/or
(d) recover from the Buyer any fees incurred by the Seller (including debt recovery agency fees, legal fees and court costs) in recovering the overdue amount.

4.6 The Buyer shall make all payments free and clear of all deductions and withholdings whatsoever, unless the deduction or withholding is required by law. If any deduction or withholding is required by law, the Buyer shall pay to the Seller such sum as shall, after the deduction or withholding has been made, leave the Seller with the same amount as it would have been entitled to receive in the absence of any such requirement to make a deduction or withholding.

4.7 The Seller may at, any time without notice to the Buyer, set off any liability of the Buyer to the Seller against any liability of the Seller to the Buyer, whether either liability arises under the Contract. Any exercise by the Seller of its rights under this clause shall not limit or affect any other rights or remedies available to it under the Contract or otherwise.

5 Delivery

5.1 The Seller shall deliver the Ordered Products to the delivery location set out in the Binding Purchase Order and in accordance with the Incoterm set out in the Binding Purchase Order. Delivery of the Ordered Products shall be completed in accordance with such Incoterm. If there is any conflict between a provision of the relevant Incoterm and a provision of these Terms, the provision of the relevant Incoterm shall prevail.

5.2 The Seller shall be entitled to make deliveries in instalments, which may be invoiced and paid for separately.

5.3 The Seller shall use reasonable endeavours to, but shall not be obliged to, comply with any packaging or loading requests made by the Buyer. Any additional costs incurred by the Seller in complying with any such request shall be payable by the Buyer.

5.4 Any delivery dates provided by the Seller are approximate only and time for Delivery of the Ordered Products is not of the essence. The Buyer shall not be entitled to reject any Delivery as a result of any delay in Delivery of the Ordered Products.

5.5 If the Buyer fails to accept Delivery of the Ordered Products on a delivery date notified by the Seller to the Buyer:
(a) the Buyer will pay to the Seller all transit, storage and waiting time costs and any other loss, damage and expenses incurred by the Seller arising from such failure;
(b) delivery of the Ordered Products will be deemed to have completed at 9am on such delivery date; and
(c) if the Ordered Products have not actually been delivered within seven days of such date, the Seller shall have the right to re-sell or otherwise dispose of the Ordered Products.

5.6 If the Seller delivers up to and including 10% more or less than the quantity of Ordered Products, then, unless otherwise agreed by the Seller in writing:
(a) the Seller will have fulfilled its contractual obligations in respect of the Delivery and the Buyer may not reject such Products; and
(b) a pro rata adjustment shall be made to the Seller’s invoice for the Ordered Products delivered and the Buyer shall pay for the actual quantity delivered.

5.7 The Seller shall have no liability to the Buyer for:
(a) any failure to deliver the Ordered Products, unless the Buyer notifies the Seller of the nondelivery within 10 days of the date of the Seller’s invoice for such Ordered Products; (b) any loss of, or damage to, the Ordered Products which occurs in transit, unless the Buyer notifies the carrier (if applicable) immediately, and the Seller within 7 days of Delivery, of the loss or damage; or
(c) any failure or delay in Delivery of the Ordered Products that its caused by the Buyer’s failure to provide the Seller with adequate delivery instructions.

6 Title and risk

6.1 Risk in the Ordered Products shall pass to the Buyer upon Delivery.

6.2 Notwithstanding Delivery, title to the Ordered Products shall not pass to the Buyer until the earlier of:
(a) receipt of full payment, in cleared funds, for the Ordered Products, in which case title shall pass at the time of payment;
(b) use or sale of the Ordered Products by the Buyer, in which case title shall pass at the time specified in clause 6.4; or
(c) the date notified to the Buyer by the Seller in writing.

6.3 Until title to the Ordered Products passes to the Buyer, the Buyer shall: (a) store the Ordered Products separately and mark or identify the Ordered Products as belonging to the Seller; (b) not encumber, charge or grant security over the Ordered Products; (c) notify the Seller immediately if the Buyer becomes subject to an Insolvency Event; (d) ensure that the Ordered Products are stored appropriately and kept in a good condition; (e) insure the Ordered Products for an amount equal to at least their list price; (f) provide such information relating to the Ordered Products as the Seller may require from time to time; (g) at the Seller’s request, deliver up all Ordered Products in the Buyer’s possession; and (h) permit the Seller, and grant the Seller an irrevocable licence, to enter any premises where the Ordered Products are stored (at any time and without notice) to inspect and/or repossess the Ordered Products.

6.4 Subject to clause 6.5, the Buyer may use or sell the Ordered Products in the ordinary course of its business before title passes, however, if the Buyer does so: (a) the Buyer shall act as principal and not as the Seller’s agent; and (b) title to the relevant Ordered Products shall pass to the Buyer immediately before the relevant use or sale.

6.5 If before title passes to the Buyer, the Buyer becomes subject to an Insolvency Event, without limiting any other right or remedy, the Buyer’s right to use or sell the Ordered Products in the ordinary course of business ceases immediately and the Seller may at any time: (a) require the Buyer to deliver up all Ordered Products in its possession; and (b) enter any premises where the Ordered Products are stored and recover them.

7 Performance of Services

7.1 The Seller will provide the Services using reasonable care and skill and in accordance with applicable industry standards, subject always to the capabilities and tolerances of the Seller’s existing equipment and processes.

7.2 Any performance dates provided by the Seller are approximate only and time for performance of the Services is not of the essence. The Buyer shall not be entitled to reject any Services as a result of any delay in the performance of the Services.

7.3 The Buyer shall at all times retain title to, and bear the risk of loss of or damage to, any goods and materials provided by the Buyer to the Seller for the provision of the Services.

8 Warranties

8.1 The Seller warrants that, on Delivery, the Ordered Products shall comply with the Specifications, save that the Seller does not warrant compliance with any subjective terms used in the Specifications, including the following terms: “uniform”, “sound”, “free from foreign materials”, “imperfections”, “unusual visual condition” and “good manufacturing and inspection practices” (the Products Warranty).

8.2 If the Buyer considers that some or all of the Ordered Products delivered by the Seller do not comply with the Products Warranty (Non-Compliant Products), the Buyer shall:
(a) within 30 days of receipt of the Non-Compliant Products, notify the Seller in writing, providing details of the relevant Binding Purchase Order and a description of the Non-Compliant Products and the relevant defect(s); and
(b) if requested by the Seller and at the Seller’s cost, return the Non-Compliant Products to the Seller within the timeframe specified by the Seller and/or send images of the Non-Compliant Products to the Seller; and
(c) provide the Seller with a reasonable opportunity to examine the Non-Compliant Products

8.3 Following inspection of the Non-Compliant Products, the Seller shall notify the Buyer if it agrees (in its sole discretion) that the Non-Compliant Products do not comply with the Products Warranty. If the Seller does so agree, the Seller shall, at its option, repair or replace the Non-Compliant Products (at the Seller’s cost).

8.4 The Seller shall not be liable for non-compliance with the Products Warranty if:
(a) the Buyer has not complied with clause 8.2;
(b) the Buyer makes any further use of the Non-Compliant Products after giving notice to the Seller in accordance with clause 8.2(a);
(c) the defect arises because the Buyer failed to follow the Seller’s oral or written instructions as to the storage or use of the Non-Compliant Products or (if there are none) good trade practice regarding the same;
(d) the Buyer altered or repaired the Non-Compliant Products without the Seller’s written consent; or
(e) the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal storage or working conditions.

8.5 The remedy set out in clause 8.3 shall be the Buyer’s sole and exclusive remedy and the Seller shall have no further liability to the Buyer for any defect in the quality of the Ordered Products.

8.6 These Terms shall apply to any replacement Products supplied by the Seller.

9 Liability

9.1 Nothing in these Terms shall limit or exclude the Seller’s liability for: (a) death or personal injury caused by negligence; (b) fraud or fraudulent misrepresentation; or (c) any liability if and to the extent that it is not permissible in law for such liability to be limited or excluded.

9.2 Subject to clause 9.1, in respect of each Contract:

(a) the Seller shall not be liable whether in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise for any of the following types of losses, in each case howsoever arising under or in connection with the supply of the Ordered Products and/or Ordered Services and/or the Contract: (a) loss of profits; (b) loss of anticipated savings; (c) loss of opportunity; (d) loss of goodwill; (e) loss of corruption of data; or (f) any special, indirect, consequential or pure economic loss, costs, damages, charges or expenses; and (b) the Seller’s total liability to the Buyer in respect of all other losses arising under or in connection with the supply of the Ordered Products and/or Ordered Services and/or the Contract, whether in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, shall in no circumstances exceed the amount of the Price and/or Charges.

9.3 Save as expressly provided for in the Contract, all warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from the Contract, including the implied conditions, warranties or other terms as to satisfactory quality and fitness for purpose. The Seller does not warrant that the Ordered Products will meet the Buyer’s requirements and the Buyer shall be solely responsible for determining whether or not the Ordered Products are suitable for their intended use.

10 Intellectual property

10.1 The Buyer acknowledges and agrees that the Seller absolutely and unconditionally owns all rights, title and interest (including Intellectual Property Rights) subsisting in and/or relating to the Ordered Products.

10.2 Where the Ordered Products have been manufactured by the Seller according to the Buyer’s specifications and/or instructions, the Buyer shall indemnify the Seller and keep the Seller indemnified on demand from and against all liabilities, costs, expenses, damages, fines, penalties and/or losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs and all other professional costs and expenses) suffered or incurred by or awarded against the Seller and/or for which the Seller may become liable arising out of or in connection with any claim that the Ordered Products infringe the rights (including Intellectual Property Rights) of any third party (save to the extent that any such claim does not relate to the Buyer’s specifications and/or instructions).

10.3 Nothing in these Terms shall be construed as conferring any licence or granting any rights in favour of the Buyer in relation to the Seller’s Intellectual Property Rights. Any use of the Seller’s Intellectual Property Rights by the Buyer is subject to the prior written consent of the Seller.

11 Suspension and termination

11.1 Without limiting any other right or remedy to which the Seller is entitled, the Seller may suspend Delivery of the Ordered Products and/or performance of the Ordered Services, or terminate the Contract, with immediate effect by giving written notice to the Buyer if:
(a) the Buyer commits a material breach of any term of the Contract and (if such a breach is remediable) fails to remedy that breach within 14 days of being notified in writing to do so;
(b) the Buyer fails to pay any sums due under the Contract on the due date for payment;
(c) the Buyer suffers an Insolvency Event; or
(d) the Buyer’s financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to the terms of the Contract is in jeopardy.

11.2 Upon termination of the Contract (howsoever caused), the Buyer shall immediately pay all sums due and payable by the Buyer under the Contract as at the date of termination.

11.3 Termination of the Contract shall not affect any of the parties’ rights and remedies that have accrued as at the date of termination, including the right to claim damages in respect of any breach of these Terms that existed at or before the date of termination. Upon termination of the Contract, any provision of the Contract that expressly or by implication is intended to survive termination shall continue in full force and effect.

12 Force majeure

12.1 The Seller shall not be in breach of the Contract nor liable for any delay in performing, or failure to perform, any of its obligations under the Contract, if such delay or failure is due to a Force Majeure Event. If the Seller is affected by a Force Majeure Event:
(a) the Seller shall notify the Buyer in writing as soon as reasonably practicable;
(b) the Seller’s obligations under the Contract will be suspended and the time for performance of such obligations will be extended for the duration of the Force Majeure Event;
(c) the Seller may, in its sole discretion, apportion its stock of Products between its customers and deliver such proportion of the Ordered Products to the Buyer as the Seller considers reasonable; and
(d) the Seller shall in no event be obliged to purchase material from suppliers other than its regular suppliers in order to fulfil the Binding Purchase Order(s) affected by the Force Majeure Event.

13 Confidentiality

13.1 Each party undertakes to keep as confidential all Confidential Information belonging to the other party and to not, either during or after the term of the Contract, use or disclose any such Confidential Information, except with the prior written consent of the other party or as permitted by this clause 13.

13.2 Each party may, strictly for the purposes of performing, implementing and/or exercising that party’s rights and/or obligations under the Contract and/or seeking professional advice in respect of the same, use the other party’s Confidential Information and/or disclose it under obligations of confidence to that party’s employees, officers, agents, personnel and/or professional advisors (as applicable). Each party shall take all reasonable steps and precautions to ensure that the other party’s Confidential Information remains confidential at all times and the persons to whom it makes such disclosures comply with the confidentiality obligations contained in this clause 13 as though they were a party to the Contract. Each party shall at all times remain primarily responsible for any unauthorised use or disclosure of the other party’s Confidential Information by it and/or any person to whom it has disclosed the same.

14 Notices

14.1 References to “writing” in these Terms include email.

14.2 Any notice given by a party (the First Party) under or in connection with the Contract shall be in writing and shall be delivered by hand or by pre-paid first-class post or other next working day delivery service to the other party’s registered office address (or such other address provided to the First Party for the purpose of this clause), or shall be delivered by email to the email address provided to the First Party for the purpose of this clause.

14.3 Notices shall be deemed to have been delivered: (a) at the time of delivery where delivered by hand; (b) at 9:00am on the second working day after the date of posting where sent by pre-paid first-class post or other next working day delivery service; or (c) at 9:00am on the next working day after transmission where sent by email (providing no delivery failure notification is received by the sender).

14.4 This clause does not apply to the service of any proceedings or other documents in any legal action.

15 General

15.1 Entire agreement. The Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements and understandings between them, whether written or oral, relating to its subject matter. Subject to clause 9.1, the Buyer acknowledges it does not rely on, and shall have no remedies in respect of, any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Contract.

15.2 Assignment. The Seller may at any time, without the consent of the Buyer, assign, transfer, subcontract or otherwise deal in any manner with all or any of its rights or obligations under the Contract. The Buyer shall not assign, transfer, subcontract or otherwise deal in any manner with any or all of its rights and obligations under the Contract without the prior written consent of the Seller.

15.3 Variation. No variation to the terms of the Contract shall be effective unless agreed in writing by the Seller.

15.4 Waiver. No failure or delay to exercise (or to exercise in full) any right or remedy shall constitute a waiver or abandonment of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy.

15.5 Severance. If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any such modification shall not affect the validity and enforceability of the rest of the Contract.

15.6 Third party rights. A person who is not a party to the Contract shall have no rights under it.

16 Governing law and jurisdiction

16.1 The Contract and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it, its subject matter or formation shall be governed by and construed in accordance with English law.

16.2 Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Contract, its subject matter or formation.