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.