Standard Purchase Terms and Conditions

Force Majeure:
Neither the Seller nor the Buyer shall be liable for any loss or damage caused by the delay in the performance or non-performance of any of their respective obligations hereunder where the same is occasioned by any cause whatsoever that is beyond their respective control including but not limited to Acts of God; war; riots; civil disturbance; invasion; fire; explosion; sabotage; storm; flood; earthquake; fog; subsidence; adverse climatic conditions; pestilence; or epidemics; governmental or parliamentary restrictions or regulations; non-availability or interruption in shipping; trade disputes (whether involving their own employees or those of any other person); collapse of structures; failure of supply of raw material or components or other operating requirement; breakdown of machinery. Should any such event occur the Seller or the Buyer may suspend this agreement without incurring any liability for any loss or damage hereby occasioned and the duration of such period of suspension shall be added to any delivery date or period specified, but the party affected by such cause shall give immediate notice to the other of such cause in writing.

The Buyer shall be regarded as affected by such cause if such cause affects a customer of the Buyer in respect of the material and this occasions delay in the performance of the Buyer’s obligations hereunder.

After termination of any such cause there shall be no obligation upon the Seller to make good to the Buyer any quantities of material which the Seller has been unable to supply or which the Buyer has been unable to accept.

In the event of the cause of suspension lasting more than six calendar months either party may upon written notice given to the other, be entitled to treat this agreement as terminated without liability to the other party at the date of such notice. Termination shall be without prejudice to the rights and obligations of the parties up to and including the date of such notice.
Notwithstanding the above, time of delivery shall be the essence in the performance of this contract.

Insolvency of Seller:
If the seller , being an Incorporated Company, passes into liquidation (save for the purposes of reconstruction or amalgamation) or passes into receivership, or being an individual is subject to the Laws of Bankruptcy, then the Buyer may cancel, any outstanding contract by immediate written notice but without prejudice to any accrued rights hereunder of either party.

Taxes and Duties:
Any Taxes and Duties whether existing or new, imposed in the exporting country, on the export of such goods included in this contract shall be borne by the seller unless otherwise agreed. Any taxes and duties imposed in the country of destination shall be for the Buyer’s account unless otherwise agreed.

Arbitration:
All disputes arising in connection with this contract shall be settled through friendly negotiations between the two parties. If no settlement can be reached, the dispute will be settled in accordance with the Rules and Regulations of the London-based Minor Metals Trade Association.

Title and Risk:
The title & risk in the goods shall pass upon release of material to Buyers order.

Construction:
This contract is construed and will take effect under the Laws of England.

Standard Sale Terms and Conditions

Force Majeure:
Neither the Seller nor the Buyer shall be liable for any loss or damage caused by the delay in the performance or non-performance of any of their respective obligations hereunder where the same is occasioned by any cause whatsoever that is beyond their respective control including but not limited to Acts of God; war; riots; civil disturbance; invasion; fire; explosion; sabotage; storm; flood; earthquake; fog; subsidence; adverse climatic conditions; pestilence; or epidemics; governmental or parliamentary restrictions or regulations; non-availability or interruption in shipping; trade disputes (whether involving their own employees or those of any other person); collapse of structures; failure of supply of raw material or components or other operating requirement; breakdown of machinery. Should any such event occur the Seller or the Buyer may suspend this agreement without incurring any liability for any loss or damage hereby occasioned and the duration of such period of suspension shall be added to any delivery date or period specified, but the party affected by such cause shall give immediate notice to the other of such cause in writing.

The Seller shall be regarded as affected by such cause if such cause affects the Seller’s own suppliers of material and this occasions delay in the performance of the Seller’s obligation hereunder.

Nothing contained in this clause shall release the Buyer from its obligations to pay for any material already produced shipped or for which freight has been engaged for shipment prior to receipt of such notice.

After termination of any such cause there shall be no obligation upon the Seller to make good to the Buyer any quantities of material which the Seller has been unable to supply or which the Buyer has been unable to accept.

In the event of the cause of suspension lasting more than six calendar months either party may upon written notice given to the other, be entitled to treat this agreement as terminated without liability to the other party at the date of such notice. Termination shall be without prejudice to the rights and obligations of the parties up to and including the date of such notice.

Interest
The Seller reserves the right to charge interest at a rate of LIBOR + 5% on overdue payments, to be calculated daily from the invoice due date until the date payment is received by the Seller.

Taxes and Duties:
Any Taxes and Duties imposed in the country of destination shall be for the Buyer’s account.

Limitation of Liability:
In no event shall Seller be liable for any damages (including but not limited to loss of profit) resulting from Seller’s performance or non-performance of its obligations hereunder or any third party’s purchase, use, possession or disposal of any of the Material. Seller’s liability shall not exceed the total value of the Material.

Claims:
Quality or weight claims, if any, shall be notified to Seller in writing within 10 (ten) days of arrival of Material at the Port of delivery. If a written quality or weight claim has been lodged by Buyer within the timeframe as above, Seller has the right to arrange inspection, weighing, sampling and assaying of the Material by a mutually agreed and internationally recognised surveyor / assayer. Findings established by such procedure shall be final and binding for both parties. Costs thereof shall be borne by the losing party. Any material for which Buyer intends to lodge a quality or weight claim must be kept intact, unopened, unused and stored appropriately until such time as the inspection, weighing, sampling and assaying procedures have been completed. Seller has the right to reject any quality or weight claims made outside the timeframe or where the Material has been opened, used or stored inappropriately.

Arbitration:
The parties shall endeavour to settle through friendly negotiations any disputes arising from or in connection with this contract. If no settlement can be reached through friendly negotiations, the dispute will be submitted to the London-based Minor Metals Trade Association (MMTA) for arbitration which shall be conducted in accordance with the MMTA’s arbitration rules in effect at the time of applying for arbitration. The arbitration award shall be final and binding on both parties.

Title and Risk:
The risk in the goods shall pass from the Seller to the Buyer upon delivery of such goods to the Buyer. However, notwithstanding delivery and passing of risk in the goods, title and property in the goods, including full legal and beneficial ownership shall not pass to the Buyer until the Seller has received in cash or cleared funds payment in full for all goods delivered to the Buyer under this and other contracts between the Seller and the Buyer for which payment to the full price of the goods thereunder has not been paid. Payment of the full price of the goods shall include the amount of any interest or other sum payable under the terms of this and all other contracts between the Seller and the Buyer under which goods were delivered.

Construction:
This contract is construed and will take effect under the Laws of England.

No Warranty:
The Seller makes no warranties, expressed or implied, as to the merchantability or fitness of this material for any particular use or purpose, except that the material shall conform to the specification as set forth in the paragraph on material. The Buyer assumes all risks whatsoever as the result of the use of the material purchased, whether used singly or in combination with other substances in any process.