1. CONTRACT FORMATION

1.1       The Effective Date of the Agreement will be the date of the Acknowledgement.

1.2       For the purpose of clause 1.1, an Acknowledgement delivered by e-mail, facsimile or via the Ordering Portal shall be deemed to have been received by the Buyer.

1.3       A Quotation or similar communication by Energy Alloys is not an offer to sell or supply goods or services, unless it is in writing, described as an offer and signed on behalf of Energy Alloys.

1.4       Unless previously withdrawn or expressly stated otherwise in writing by Energy Alloys, all Quotations are subject to change at any time and Energy Alloys cannot confirm the Price until an Order has been placed by the Buyer. If the Price of the Goods and/or Service at the date of receipt of an Order is higher than the Price stated in the Quotation, Energy Alloys will, at its discretion, contact the Buyer for its instructions on whether the Buyer will agree to amend the Order to reflect the revised Price or not accept the Buyer’s Order. If no adjustment to the Price set out in the Quotation is required, the Order shall be deemed capable of acceptance by Energy Alloys and, at its discretion, Energy Alloys may issue an Acknowledgement in respect of such Order.

1.5     No Order shall be binding until expressly accepted by Energy Alloys pursuant to the corresponding Acknowledgement.

1.6       The supply of Deliverables by Energy Alloys to the Buyer will be subject only to the terms of this Agreement, to the exclusion of any terms which the Buyer purports to apply, whether in an Order or otherwise, which are hereby rejected or (as appropriate) shall be excluded from the Agreement.

2. PROMOTIONAL MATERIALS

Any prices, charges, samples, drawings, descriptions, catalogues or brochures or advertising of or relating to goods and issued or published by Energy Alloys, (“Promotional Material”), do not form part of the Agreement or any other contract of sale of the Goods or Services between Energy Alloys and the Buyer, or any collateral contract.

3. ENERGY ALLOYS’S OBLIGATIONS

3.1     Energy Alloys shall deliver the Goods and/or perform any Services in accordance with the terms of the Agreement.

3.2       Energy Alloys shall use commercially reasonable efforts to meet any dates specified in the Acknowledgement, but any such dates shall be estimates only and time for performance by Energy Alloys shall not be of the essence of this Agreement. Energy Alloys reserves the right to vary the delivery date if completing the Order would result in Energy Alloys exceeding any quotas imposed on the United Kingdom following its withdrawal from the European Union.

4. BUYER’S OBLIGATIONS

4.1       The Buyer shall:

4.1.1    comply with the Handling Instructions;

4.1.2    co-operate with Energy Alloys and provide all reasonable assistance (including obtaining all work or other permits reasonably required for Energy Alloys’s employees or representatives in connection with the performance of the Services) required to achieve the objectives set out in the Acknowledgement, including providing all necessary access to premises to enable Energy Alloys to satisfy its obligations under this Agreement;

4.1.3    provide, in a timely manner, such design, drawings, specifications, descriptions, materials, information, goods and equipment as Energy Alloys may require and the Buyer warrants to Energy Alloys that the use of the Buyer’s Background IP and Buyer Materials will not infringe any third party’s Intellectual Property Rights;

4.1.4    ensure that all information provided to Energy Alloys as part of the Buyer Materials is accurate, complete and up to date;

4.1.5    obtain and maintain all necessary licenses, consents and other rights necessary to comply with all relevant legislation in relation to the Deliverables; and

4.1.6    inform Energy Alloys of all health and safety rules and regulations that apply at the Buyer’s premises and are relevant to Energy Alloys’s supply of the Deliverables.

5. PACKAGING AND DELIVERY

5.1       Energy Alloys shall package the Goods in accordance with good industry practice.

5.2       Delivery of the Goods shall be, unless otherwise agreed between the Parties, Incoterms EXW, as more specifically described in the Acknowledgement.

5.3       If, in accordance with clause 5.2, delivery of the Goods is Incoterm EXW or if, in accordance with the relevant Acknowledgement, delivery of the Goods is Incoterm FCA, and the Buyer does not collect the Goods within seven (7) days of the Delivery Date, Energy Alloys shall be entitled to store the Goods at the Buyer’s risk and expense.

6. TESTING AND DEFECTIVE DELIVERABLES

6.1     Energy Alloys shall only carry out tests on the Deliverables which are specified in the Quotation (if any). Such tests and inspections shall take place under Energy Alloys’s standard testing arrangements, or under such other testing arrangements agreed in writing between the Parties.

6.2 The Buyer shall:

6.2.1     inspect and test the Goods within a reasonable period, not exceeding thirty (30) calendar days after delivery of the Goods against the requirements of clause 8.2 and notify Energy Alloys of any shortfall in delivery and any defects revealed;

6.2.2     notify Energy Alloys of any non-compliance of the Goods or non-compliance of the Services with the terms of this Agreement within a reasonable period, not exceeding thirty (30) calendar days after the date of delivery of the Goods or performance of the relevant Services (as applicable).

6.3     In the absence of a notice from the Buyer in accordance with clause 6.2, Energy Alloys is deemed to have complied with clauses 3.2, 8.2 and 8.5 on delivery of the Goods or performance of the Services (as applicable) and the Buyer shall be deemed to have accepted the Deliverables. The provisions of this clause 6.3 will not affect any remedies available to the Buyer under clause 6.4.

6.4     If the Buyer identifies a defect in the Deliverables as a result of any breach of clause 8.2 in respect of Goods or clause 8.5 in respect of Services, within a period of six months from the date of delivery or performance of the Deliverables (the “Warranty Period”), Energy Alloys shall, at its sole discretion and subject to clause 6.5, rectify the defect by, either, repairing or replacing the defective Goods or re-performing defective Services as soon as reasonably practicable after notification of the defect by the Buyer. Where Energy Alloys supplies any replacement Deliverables in accordance with this clause, the provisions of the Agreement shall apply to such replacement Deliverables.

6.5     If Energy Alloys, having used commercially reasonable efforts, is unable to carry out the steps set forth in clause 6.4, then Energy Alloys may:

6.5.1 cease performing any related Services, to the extent such Services cannot be performed pursuant to this Agreement as a result of the defective Goods or Services; and

6.5.2 reimburse the Buyer the Price paid for the affected Goods or Services.

6.6     The Parties acknowledge and agree that the remedies set forth in clauses 6.2 and 6.5 shall be the Buyer’s sole and exclusive remedy for any defective Deliverables supplied by Energy Alloys under this Agreement and Energy Alloys shall have no further liability to the Buyer in respect of the failure of the Deliverables to comply with clause 8.2 or clause 8.5 (as applicable).

6.7     A claim in respect of a defect in accordance with this clause 6 shall not entitle Buyer to cancel or refuse delivery of or payment for any other order, delivery or instalment.

7. TRANSFER OF RISK AND TITLE

7.1     Risk of damage to, or loss of, the Goods shall pass to the Buyer, in accordance with the Incoterms, on the Delivery Date.

7.2       Title to Goods shall not pass to the Buyer until Energy Alloys has received payment in full for the Goods and all other sums due from the Buyer in accordance with the Agreement.

7.3       Where the Buyer takes delivery of or pays for Goods in instalments, title to such Goods shall pass to the Buyer on the payment of the final instalment.

7.4       Without prejudice to clause 7.7, until title to Goods has passed to the Buyer, the Buyer shall, hold such Goods as fiduciary bailee for Energy Alloys; keep the Goods separate from any other goods and shall keep the Goods suitably marked or otherwise plainly identified that they are the property of Energy Alloys; maintain such Goods in satisfactory condition and not remove, deface or obscure any identifying mark or packaging on or relating to the Goods; and insure the Goods on Energy Alloys’s behalf for their full price against all risks.

7.5       At any time prior to title passing to the Buyer, Energy Alloys shall be permitted, and the Buyer shall procure the right for Energy Alloys, its employees and representatives, to enter the Buyer’s premises (or such other premises where the Goods are stored) and to remove such Goods.

7.6       If the Buyer sells or otherwise disposes of the Goods or makes any insurance claim in respect thereof, the proceeds of any such sale or any such insurance proceeds shall belong to Energy Alloys and shall be held by the Buyer in trust for Energy Alloys.

8. WARRANTIES

8.1       Each Party represents and undertakes that, it has the capacity and authority to enter into this Agreement; the persons entering into this Agreement on its behalf have been duly authorized to do so; and this Agreement and the obligations created hereunder are binding upon it and enforceable against it in accordance with their terms (subject to applicable principles of equity) and do not and will not violate the terms of any other agreement, or any judgment or court order, to which it is bound.

8.2       Subject to clauses 8.3 and 8.4 Energy Alloys warrants to the Buyer that the Goods shall, in all material respects, be in accordance with the Specification and free from defects in design, workmanship or materials.

8.3       Energy Alloys shall not be liable under clause 8.2 where a defect or non-conformance with the Specification arises from any or all of the following:

8.3.1    fair wear and tear;

8.3.2     award processing alteration or repair of the Goods (other than by Energy Alloys);

8.3.3    abnormal working conditions;

8.3.4    failure to follow or to follow fully the Handling Instructions;

8.3.5    wilful damage, misuse or negligence.

8.4       Unless expressly set out under the Agreement, clause 8.2 does not extend to parts or equipment not manufactured by Energy Alloys.

8.5     Energy Alloys warrants to the Buyer that the Services shall, in all material respects, be in accordance with the Specification.

8.6       Except as expressly set out in this Agreement, all other conditions, warranties or other terms which might have effect between the Parties or be implied or incorporated into this Agreement, whether by statute, common law or otherwise,

including the implied conditions, warranties or other terms as to satisfactory quality, fitness for purpose or the use of reasonable skill and care, are hereby excluded.

8.7       If the Buyer is purchasing goods or services from Energy Alloys’s standard price list, any technical requirements of the Buyer (whether contained in the Order or elsewhere) shall not form part of the Agreement unless expressly agreed in the Acknowledgement.

9. PRICE AND PAYMENT

9.1       Unless expressed otherwise in the Agreement, all prices set out in the Agreement (“Price”), shall, subject to clause 10, remain fixed; are payable in the currency specified in the Quotation; and are exclusive of Value Added Tax or other applicable sales taxes.

9.2       Subject to clause 9.3, all payments due shall be paid by the Buyer within 30 days from the date of invoice. The Buyer shall pay Energy Alloys interest on any overdue amounts at the rate calculated as an annual rate (365/366 day year basis as applicable), equal to two percent (2%) above the JP Morgan Chase Bank, New York, N.Y. prime interest rate (or Citibank N.A. New York, NY, prime interest rate if JP Morgan Chase Bank interest rate is unknown);; or the maximum amount allowed by the Applicable Law, accruing on a daily basis until payment is made, after as well as before judgement.

9.3       If the Quotation states that payment is to be paid by letter of credit, such letter of credit must be an irrevocable letter of credit satisfactory to Energy Alloys and confirmed by a bank acceptable to Energy Alloys. The letter of credit shall be for the price payable for the Deliverables and shall be valid from the date of the Buyer’s Order and shall not expire until six months after the date of completion of delivery or performance of the Deliverables. The letter of credit shall entitle Energy Alloys to immediate cash payment on presentation to the relevant bank of the appropriate documentation.

9.4       If the Buyer disputes any invoices, the Buyer shall immediately notify Energy Alloys in writing and the Parties shall use commercially reasonable efforts to resolve the dispute promptly. If the Parties have not resolved the dispute within 30 days of the Buyer giving notice to Energy Alloys, the dispute shall be resolved in accordance with clause 19. Where only part of an invoice is disputed, the undisputed amount shall be paid by the due date.

9.5       If the Buyer fails to pay for any Deliverables in accordance with this clause 9 or if Energy Alloys has reasonable concerns about the financial viability of the Buyer (whether in connection with an insolvency event or otherwise), Energy Alloys may suspend further performance of the Services or supply of the Goods without liability until payment or satisfactory security for payment has been provided. If the Buyer fails to pay for any Deliverables under one Order, Energy Alloys shall not be obliged to continue with the supply of other orders from the Buyer until payment has been made.

9.6       All sums payable by the Buyer shall be paid free and clear of all deductions or withholdings whatsoever, save only as may be required by law. If any deductions or withholding from sums due are required by law, the Buyer shall pay to Energy Alloys such sum as will, after the deduction or withholding has been made, leave Energy Alloys 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.

10. PRICE ADJUSTMENT

10.1       The Price may be subject to adjustment by Energy Alloys, to cover any additional costs or expenses incurred in the event of the suspension of work in accordance with clause 9.5; if the Buyer fails to comply with its obligations under clause 4; and upon reasonable notice to the Buyer, for any additional costs incurred by Energy Alloys in respect of any  material,  fuel,  power, transportation,  labor  or  other  costs,  or  tariffs,  duties  or  taxes  whatsoever which could not have reasonably been foreseen at the Effective Date.

10.2      The Price is calculated based on delivery being made Ex-Works (Incoterms) or such other Incoterm as is specified in the Agreement.  If no Incoterm is specified in the Agreement, the Price excludes all costs of delivery, including transport, packaging, insurance and any taxes, duties and surcharges, all of which shall be payable by the Buyer in addition.

10.3      Where the price for the Goods is varied in accordance with this clause the price as varied shall be binding on both Parties and shall not give either Party any option of cancellation.

11. INTELLECTUAL PROPERTY RIGHTS

11.1     The Background IP of a Party will remain the property of that Party.

11.2    Any Intellectual Property Rights created or developed by Energy Alloys in the course of this Agreement will be owned by Energy Alloys.

12. DATA PROTECTION

12.1     Both parties will comply with all applicable requirements of the Data Protection Legislations of the applicable jurisdictions. This clause 12 is in addition to, and does not relieve, remove or replace, a party’s obligations or rights under the Data Protection Legislation. Without prejudice to the generality of Clause 12, the Buyer will ensure that it has all necessary appropriate consents and notices in place to enable lawful transfer of the Personal Data to Energy Alloys for the duration and purposes of the Agreement.

13. CONFIDENTIALITY

13.1     Each party undertakes that it shall not at any time during the Agreement, and for a period of five years after termination of the Agreement, disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party, except as permitted by clause 13.2.

13.2     Each party may disclose the other party’s confidential information (a) to its employees, officers, representatives, subcontractors or advisers who need to know such information for the purposes of carrying out the party’s obligations under the Contract. Each party shall ensure that its employees, officers, representatives, subcontractors or advisers to whom it discloses the other party’s confidential information comply with this clause 14; and (b) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

13.3     Neither party shall use the other party’s confidential information for any purpose other than to perform its obligations under the Agreement.

14. BUYER’S LIABILITY

14.1     Energy Alloys shall be discharged from its obligations under this Agreement and shall not be liable for any damages, losses, costs, Claims or expenses sustained or incurred by the Buyer that arise directly or indirectly from or in connection with any of the following circumstances (each a “Buyer Default”):

14.1.1  the Buyer is in breach of this Agreement;

14.1.2  the responsibilities of the Buyer and the actions and events in relation to the performance by Energy Alloys of its obligations in respect of the Deliverables which need to be performed or (as the case may be) to occur, or not to occur, in order for Energy Alloys to perform its obligations are not met on time and in full, other than due to a breach by Energy Alloys of this Agreement; or

14.1.3  Energy Alloys’s performance of its obligations under this Agreement is prevented, hindered or delayed by any act or omission of the Buyer, its agents, subcontractors, consultants or employees.

14.2     The Buyer will indemnify on an after tax basis, defend and hold harmless Energy Alloys, its Affiliates and each of their respective officers, directors, employees, suppliers, successors and assigns (together the “Beneficiaries”) on demand against any damages, costs, losses, expenses and Claims incurred by the Beneficiaries (including any Claims from third parties) arising in relation to, or in connection with, any of the following:

14.2.1  Energy Alloys’s use of the buyer materials or specifications (including in relation to incorporation of buyer materials into the Goods or Services) whether as a result of any defects in materials, specifications or otherwise;

14.2.2  the incorrect incorporation, installation, assembly, use, processing, storage or handling of Goods by or on behalf of the Buyer;

14.2.3  any fines or other penalties imposed upon Energy Alloys as a result of the Buyer’s failure to comply with its obligations under clause 18 of these Standard Terms and Conditions of Sale;

14.2.4  the reliance by any third party on any information or advice which is provided by Energy Alloys to the Buyer in relation to the Deliverables; and

14.2.5  a Buyer Default.

15. LIABILITY

15.1     Neither Party shall be liable to the other under, or in connection with, this Agreement for any indirect or consequential losses (even if foreseeable or if such entity has been advised of the possibility of such losses being suffered). In no event will either Party be liable, whether arising from breach of contract, tort (including negligence), breach of statutory duty or otherwise for, loss of data; loss of anticipated savings or goodwill; or loss of business, contracts or any business interruption.

15.2     Energy Alloys shall not be liable to the Buyer under or in connection with this Agreement for any loss of profits or loss of revenue, howsoever arising.

15.3     Energy Alloys’s total aggregate liability under this Agreement whether based on a Claim in contract, tort (including negligence), breach of statutory duty or otherwise arising out of, or in relation to, this Agreement, will be limited to the lesser of: (1) the Price paid or payable under this Agreement; or (2) US Dollar Fifty Thousand ($ 50,000).

15.4     Subject to the remainder of this clause 15 in the event of a valid termination of the Agreement by the Buyer as a result of a failure by Energy Alloys to deliver the Goods or perform the Services:

15.4.1  in relation to a failure by Energy Alloys to deliver the Goods, Energy Alloys’s liability shall be limited to the price incurred by the Buyer in obtaining replacement goods of an equivalent or similar description and quality to the Goods at the lowest price such replacement goods are available in the market, less an amount equal to the Price for the Goods; and

15.4.2  in relation to a failure by Energy Alloys to perform the Services, Energy Alloys’s liability shall be limited to the price incurred by the Buyer in obtaining replacement services of an equivalent or similar description and quality to the Services at the lowest price such replacement services are available in the market, less an amount equal to the Price for the Services,

and in each case this shall constitute Energy Alloys’s sole liability and the Buyer’s exclusive remedy for Energy Alloys’s failure to deliver the Goods or perform the Services (as the case may be).

15.5     Notwithstanding the provisions of clauses 6.2 and 6.4, any Claim (including non-contractual claims) made by the Buyer against Energy Alloys arising out of or in connection with the Agreement shall be made in writing and notified to Energy Alloys within the shorter of the following periods:

15.5.1  two (2) years after the end of the Warranty Period;

15.5.2  two (2) years after the date upon which the Buyer became or should have become aware in the ordinary course of business of any event or occurrence alleged to give rise to such Claim; and

15.5.3  if this Agreement is terminated for any reason before delivery of the Goods or performance of the Services is complete, two (2) years after the date of termination of this Agreement.

15.6     Any Claim which is not made in accordance with clause 15.4 shall be deemed to be waived and absolutely barred and Energy Alloys shall be discharged of all liability whatsoever arising in respect of such Claim, to the extent permitted by law.

15.7     Nothing in this Agreement will limit or exclude either Party’s liability:

15.7.1  for fraud perpetrated by that Party or its Affiliates including fraudulent misrepresentation;

15.7.2  for death or personal injury caused by negligence of a Party or its Affiliates; or

15.7.3  where such limitation or exclusion would contravene Applicable Law.

15.8    The Price is determined on the basis of the exclusions from and limitations of liability contained in this Agreement.

15.9     The Buyer accepts that these exclusions and limitations are reasonable because of (amongst other matters) the likelihood that otherwise the amount of damages awardable to the Buyer against Energy Alloys for certain acts or omissions of Energy Alloys may be disproportionately greater than the Price.

16. FORCE MAJEURE

16.1     Neither Party shall have any liability or responsibility for any delay or hindrance in fulfilling or any failure to fulfil, any obligation (other than payment) under this Agreement so long as, and to the extent that, the fulfilment of such obligation is prevented, hindered or delayed as a consequence of a Force Majeure Event.

16.2     The Party affected by the Force Majeure Event shall, as soon as reasonably practicable after the occurrence of the Force Majeure Event:

16.2.1  notify the other Party of the nature and extent of the Force Majeure Event; and

16.2.2  use commercially reasonable efforts to commence performing such obligations as soon as possible or otherwise mitigate the effects of the Force Majeure Event by finding a work around to perform the obligation despite the Force Majeure Event.

16.3     Upon the occurrence of a Force Majeure Event, either Party will have the right to terminate all or part of the Agreement in accordance with clause 17.4.

17. TERMINATION

17.1     Without prejudice to any other rights or remedies it may have, Energy Alloys may terminate this Agreement by giving notice to the Buyer if:

17.1.1  the Buyer fails to pay any sums due under this Agreement within fifteen (15) days after receiving notice of such failure to pay; or

17.1.2  the Buyer experiences an insolvency event, including but not limited to (a) where it ceases to carry on its business; has a receiver, administrative receiver, administrator or similar officer appointed over all or any part of its assets or undertakings who is not discharged within 15 days of such appointment; ( (c) makes an assignment for the benefit of, or a composition with its creditors generally or another arrangement of similar import; (d) goes into liquidation or is the subject of a winding up order otherwise than for the purposes of a bona fide amalgamation or reconstruction; or (e) if any similar event occurs under the law of any jurisdiction.

17.2     The Buyer may, without prejudice to any other rights or remedies it may have, terminate this Agreement by giving written notice to Energy Alloys if Energy Alloys commits a material breach of this Agreement and (if such breach is remediable) fails to take reasonable steps to remedy such breach within thirty (30) days after receipt of written notice containing details of the relevant breach.

17.3     Energy Alloys may, without prejudice to any other rights or remedies it may have, terminate this Agreement by giving written notice to the Buyer if the Buyer commits a material breach of this Agreement and (if such breach is remediable) fails to remedy such breach within thirty (30) days after receipt of written notice containing details of the relevant breach.

17.4     Either Party may terminate all or part of this Agreement where a Force Majeure Event, affecting the other Party’s ability to perform its obligations under this Agreement, continues for a period of ninety (90) days or more.

17.5     If credit insurance affecting the receivables due from the Buyer is removed by the relevant insurer, Energy Alloys may at its discretion cancel the Order.

17.6     The expiration or termination of this Agreement will not affect: any accrued rights of either Party, including any right to receive any payments due but unpaid before expiration or termination; or the continuance in force of clauses 20.1,6.4, 6.5, 6.6, 8.3, 8.6, 14, 15, 17.6, 18 and 19, which survive termination of this Agreement.

18. COMPLIANCE WITH APPLICABLE LAWS

18.1    Ethical Business Conduct.

1. Standards of Dealings: Buyer shall comply and shall ensure that all members of Buyer Group comply with Applicable Law in the performance of this agreement under these Terms and Conditions.

1. Ethical Conduct: All obligations performed hereunder will be conducted in a fair manner with honesty and integrity, observing high standards of personal and business ethics.

1. Facilitation of Payments and Anti-Corruption and Anti-Bribery: Buyer represents  and  warrants  that  neither  Buyer  nor  any member of Buyer Group  has made,  offered  or authorized,  or will make, offer, or authorize any payment, gift, promise, or other advantage to or for the use or benefit of any government official, political party, family member or representative of a state-owned corporation, or any other Person, where that payment,  gift,  promise,  or  other  advantage  will  (1)  comprise  a  facilitation payment or any other illegal payment, or (2) violate any Applicable Law related to anti-corruption, anti-kickbacks, and anti-money laundering, including the United States Foreign Corrupt Practices Act of 1977 as amended; the United Kingdom Bribery Act 2010 as amended, specific provisions  of UAE local and Federal laws dealing with anti- corruption and bribery (directly or indirectly) and related implementing legislation; and all local equivalent laws in the countries in which business is conducted.

1. Anti-Slavery and Anti Human/Labor trafficking: Buyer shall comply and shall ensure that all members of Buyer Group comply with (and maintain adequate internal controls and procedures, including due diligence procedures) Applicable Law related to anti-slavery and human trafficking, including the United Kingdom Modern Slavery Act 2015 and the United States California Transparency in Supply Chains Act of 2010, UAE’s Modern Slavery Act 2015 and Federal Law and its amendments (penalizing human trafficking and labor trafficking).

1. Ownership and Financial Interests: Buyer affirms that no current or former government official, nor any of their family members or close business associates, has a direct or indirect ownership or other financial interest in or is an owner, member, manager, director, officer, employee, or independent contractor of Buyer, Buyer’s parent or subsidiary companies, affiliates or any of their independent contractors, subcontractors, or agents. If during the term of this Agreement there is a change to the information contained in this paragraph, Buyer shall make immediate disclosure in writing to Energy Alloys’s law department.

18. Buyer represents and warrants that neither Buyer nor any member of Buyer Group (1) has been convicted of any offence in connection with the provisions of this clause 18, or (2) has been or is the subject of any investigation, inquiry or enforcement proceedings by any governmental, administrative or regulatory body regarding any offence or alleged offence of or in connection with the provisions of this clause 18.

18.2    Trade Compliances.

• General: Buyer shall comply and shall ensure that all members of Buyer Group comply with Applicable Law related to import, export, anti- boycott, and sanctions laws. Without limitation, Buyer shall not, directly or indirectly, sell, provide, access, export, re-export, transfer, divert, loan, lease, consign, or otherwise dispose any goods to any country, entity, or Person subject to sanctions, comprehensive or list based, or export controls applicable to Energy Alloys.

• Anti-Boycott: Buyer agrees that neither it nor any of its subcontractors will perform any act for or on behalf of Energy Alloys that would subject Energy Alloys to fines or penalties or loss of tax benefits for violation of U.S. anti-boycott laws administered by the U.S. Commerce Department and the U.S. Treasury Department. If Buyer engages in such acts, it must immediately notify Energy Alloys’s law department.

• Trades with Sanctioned Countries: Buyer shall not further supply the goods provided hereunder to any entity known to be headquartered in, or directly or indirectly owned or controlled by
  • any Person national of, any comprehensively sanctioned country or region, or
  • any Person identified on an applicable denied or restricted party list (“SDN”) if ownership or control is at or exceeds 50%, or
  • any Person or entity owned by, or Affiliate to, a SDN.
• Competition Laws: The business relationship contemplated hereunder will be conducted in compliance with applicable antitrust and competition laws. If Buyer engages in violations of this clause, it must immediately notify Energy Alloys’s law department.

• Periodic Certifications: At the sole discretion and request of Energy Alloys’s law department, Buyer agrees to re-affirm the commitments and representations contained herein on periodic certifications. If Buyer fails to comply with this clause, Energy Alloys may terminate this Agreement immediately by written notice for cause.

18.3 General Provisions.

18. Buyer shall ensure that all contracts with its subcontractors of any tier performing hereunder contain compliance with law’s provisions similar to those set forth in this clause 18.
19. Buyer has   a   continuing   obligation   to   promptly   notify Energy Alloys of any non-compliance with, breach, or potential breach, of any provisions of this clause 18.
20. If Energy Alloys   reasonably   determines   that   Buyer   has breached any of the provisions of this clause 18, or comprehensive sanctions are imposed on the Buyer Group, or the Buyer Group is designated as SDN, such breach will constitute cause for immediate termination of any Order, without penalty or liability.
21. Buyer will perform no act for or on behalf of Energy Alloys that would subject Energy Alloys to fines or penalties for violation of export controls, licensing requirements, or trade sanctions, including those applicable in the U.S, UK, U.A.E or any country in which the business is conducted.
22. Buyer has the duty to indemnify Energy Alloys Group from and against any Claims arising of, resulting from, or relating to Buyer Group’s failure to comply with Applicable Law.
23. MISCELLANEOUS

19.1     Assignment and Subcontracting

19.1.1  The Buyer shall not, without the prior written consent of Energy Alloys, assign, transfer, charge, mortgage, subcontract or deal in any manner with all or any of its rights or obligations under this Agreement.

19.1.2  Energy Alloys may at any time assign or novate all or any part of its rights and obligations pursuant to this Agreement, to any of its Affiliates or to a successor. All references in this Agreement to Energy Alloys shall be construed as including any Affiliate or successor to which such rights or obligations (or both, as applicable) are assigned or novated.

19.1.3  Energy Alloys may at any time subcontract all or any part of its obligations under this Agreement.

19.2     Further Assurance

Each Party will do and execute, or arrange for the doing and executing of, each necessary act, document and thing reasonably within its power to implement and give effect to this Agreement.

19.3     Required Consents

Each Party will and will procure that its Affiliates obtain all regulatory approvals, licenses or consents necessary to perform its obligations pursuant to this Agreement.

19.4     Waiver

No delay or omission by either Party in enforcing or exercising any right, power or remedy will impair that right, power or remedy or be construed to be a waiver of it. A waiver by either Party of any of its rights, powers or remedies or of any breach will not be construed to be a waiver of any other right, remedy or power or any succeeding breach. No waiver or discharge of any kind will be valid unless in writing and signed by an authorized representative of the Party against whom such waiver or discharge is sought to be enforced.

19.5     Severability

If a court of competent jurisdiction or other competent body decides that any provision of this Agreement is void or otherwise ineffective but would be valid and effective if appropriately modified, then such provision will apply with the modification necessary to make it valid and effective. If such a provision cannot be so modified, the provisions’ invalidity or ineffectiveness will not affect or impair the validity or legal effect of any other provision of this Agreement.

19.6     Third Parties

Save for the Affiliates of either Party, nothing in this Agreement will confer upon any third party any right or benefit. Any information, advice or any document incorporating information or advice (including inquest reports and expert reports), which is provided by Energy Alloys to the Buyer in relation to the Deliverables, is for the benefit of the Buyer only. Energy Alloys shall have no liability whatsoever to any third party which relies on such information or advice.

19.7     No Partnership or Agency

Nothing in this Agreement creates a joint venture or partnership between the Parties. Except as expressly authorized in this Agreement, this Agreement will not create an agency relationship between the Parties and neither Party has any authority to, and will not, act, make representations or contract on behalf of the other Party.

19.8     Variations

No variation or addition to this Agreement shall be valid unless it is in writing and signed by authorized representatives of each Party.

19.9     Entire Agreement

This Agreement sets out the entire agreement between Energy Alloys and the Buyer and supersedes all prior representations, agreements, negotiations or understandings between them relating to the subject matter of the Agreement. Each Party acknowledges that, in entering this Agreement, it has not relied on any statement, representation, assurance or warranty other than those expressly set out in this Agreement.

19.10   Notices

           19.10.1             Any notice to be given by either Party to the other under this Agreement must be in writing in the English language addressed to that other Party at its registered office or principal place of business or such other address as may have been notified for these purposes. Notices shall be delivered by hand or sent by prepaid recorded, special delivery or first-class post (or air mail). Delivery by courier shall be regarded as delivery by hand.

           19.10.2             A notice shall be deemed to have been received, if (a) delivered by hand, at the time of delivery; if (b) sent by prepaid recorded, special delivery or first-class post, on the second business day after the date of posting and if (c) if sent by prepaid air mail post, on the fifth business day from the date of posting.

20. GOVERNING LAW AND DISPUTE RESOLUTION

20.1     This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the following:        

20.2     The Parties agree the courts of appropriate jurisdiction (as mentioned in 19.1) shall have exclusive jurisdiction to hear and determine any suit, action or proceedings, and to settle any disputes or claims (including non-contractual disputes or claims) which may arise out of or in connection with this Agreement, its subject matter or formation or any documents entered into in accordance with its provisions (in this clause 19 “Proceedings”) and, for such purposes, irrevocably submits to the exclusive jurisdictions to such court.

20.3     The prevailing Party in any litigation or arbitral proceedings shall be entitled to recover, in addition to any damages or other relief awarded to it, reasonable attorney’s fees, fees and expenses   of   the   litigation costs, fees   of   testifying   experts   or consultants, and other expenses related thereto.

20.4     Except as explicitly provided herein, the   Parties   agree   that   the   application   of   the   United   Nations Convention on Contracts for the International Sale of Goods or other international treaty, rule, or accord, and exclusive of conflict of laws principles are specifically excluded from these Terms and Conditions and shall not be applied to any Sales Order hereunder.

21. DEFINITIONS AND INTERPRETATION

21.1     Definitions

In this Agreement, the following terms will have the following meanings:

21.2     Interpretation

21.2.1  Unless otherwise defined in clause 20.1, terms used in the [manufacturing/steel] industry or other relevant business context will be interpreted in accordance with their generally understood meaning in that industry or business context.

In the event of any conflict or inconsistency between them, the following parts of the Agreement shall take precedence in the following order:

• the Acknowledgement;
• the Special Terms;
• the Standard Terms and Conditions of Sale;
• the Specification;
• the Order; and
• the Quotation.