IMPORTANT LEGAL INFORMATION

Welcome to feralloy.com (the “Site”). This Terms of Use Agreement (the“Agreement”) constitutes a valid and binding contract between you and Feralloy Corporation, Inc. (“Feralloy Corporation”), the owner and operator of the site accessible through feralloy.com, with respect to the use of this Site. The Site and the products and services of Feralloy Corporation are provided subject to compliance with the terms of this Agreement. Your use of this Site signifies and constitutes your acceptance of this Agreement, as it may be amended from time to time. Please read this Agreement carefully as it forms a binding contract between you and Feralloy Corporation. Please print a copy of this Agreement for your records.

IF YOU DO NOT AGREE TO THE TERMS OF USE, YOU MAY NOT ACCESS OR USE THE SITE.

Feralloy Corporation takes the issue of privacy on the Internet very seriously. Please see our Privacy Policy below.

Terms of Use

Welcome to FERALLOY.COM (the “Site”). This Terms of Use Agreement (the “Agreement”) constitutes a valid and binding contract between you and Feralloy Corporation (“Feralloy”), the owner and operator of the site accessible through FERALLOY.COM with respect to the use of this Site. The Site and the products and services of Feralloy are provided subject to compliance with the terms of this Agreement. Your use of this Site signifies and constitutes your acceptance of this Agreement, as it may be amended from time to time. Please read this Agreement carefully as it forms a binding contract between you and Feralloy. Please print a copy of this Agreement for your records.

IF YOU DO NOT AGREE TO THE TERMS OF USE, YOU MAY NOT ACCESS OR USE THE SITE.

Feralloy takes the issue of privacy on the Internet very seriously. Please see our Privacy Policy.

Use of Contents
You may use the Site only for your or your entity’s general business purposes, such as gathering information for your personal purchase or collecting necessary information as a consumer of products provided by Feralloy. The information provided on the Site is provided only in connection with the marketing efforts of Feralloy and is not to be used to seek similar opportunities from competitive suppliers or in competition with Feralloy. You shall access or use the Site and its content only for informational purposes and shall not access or use the Site or its content to provide information to third parties unrelated to the allowed purposes of the Site. Site content copied, downloaded or printed must retain all copyright, trademark and other proprietary notices. For commercial use of any portion of the content on the Site, you must secure the written consent from the appropriate content provider.

Use of Site
Your use of the Site is at the sole discretion of Feralloy, which may deny you further use of the Site at any time, for any reason, with or without cause. Your use of the Site and any orders for merchandise placed through this Site does not entitle you to continued use of the Site. Your use of the Site must always comply with applicable law. In particular, but without limitation, you agree and represent not to use the Site to:

impersonate any person or entity or falsely state or otherwise misrepresent your affiliation with any person or entity;
upload, post, e-mail or otherwise transmit any content that is unlawful, harmful, threatening, abusive, harassing, tortuous, defamatory, vulgar, obscene, libelous, invasive of another’s privacy, hateful, or racially, ethnically or otherwise objectionable;
upload, post, e-mail or otherwise transmit any content that infringes any patent, trademark, trade secret, copyright or other proprietary rights of any party; or
upload, post, e-mail or otherwise transmit any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software, network, hardware or telecommunications equipment.

Product Display
We have undertaken to display the products featured on this Site as accurately as possible. Please note, however, that the colors we use, as well as the display and color capabilities of your particular computer monitor, will greatly affect the colors actually seen on the screen. The Site cannot be responsible for the limitations of your monitor’s display of any color, texture, or detail of actual merchandise.

User Submissions
By voluntarily submitting information, communications or content (including pictures and anecdotes) to the Site, you agree that such submissions are non-confidential for all purposes. You further agree that such submissions become the property of Feralloy and that all right, title and interest therein, including all rights of copyright, shall rest with Feralloy at the time they are submitted and/or posted. Such submissions are subject to being used, reproduced, modified, published, edited, translated, distributed, performed and displayed in any media or medium, or any form, format or forum now known or hereafter developed, for any purpose, in perpetuity without further notice. The submission of such materials in no way creates any obligation or duty on the part of Feralloy to post or use such materials or, if we do so, to give you credit or any compensation therefor.

Links to Other Sites
The Site may contain links to third party websites that are not under the control of Feralloy. Please note that Feralloy is not responsible for the accuracy or content of third party websites that may be linked to this Site. Accordingly, Feralloy makes no representations to you concerning the terms of use, privacy policies or content of these sites, nor can the fact that Feralloy has provided this link serve as an endorsement by Feralloy of these or any other site. In creating hypertext links to another website, Feralloy is not recommending that website or giving any assurances as to its standing. Feralloy is providing such link only as a convenience to you. The inclusion of these links is not intended to reflect their importance, nor is it intended to endorse any views expressed, or products or services offered on these third party sites, or the organizations sponsoring such sites. Feralloy makes no representations or warranties, explicit or implied, regarding the performance of the links, the performance of the third party sites or the content of the third party sites. If you decide to access linked third party websites, you do so at your own risk.

Indemnification
YOU AGREE TO DEFEND, INDEMNIFY AND HOLD HARMLESS Feralloy AND ITS DIRECTORS, OFFICERS, EMPLOYEES, AGENTS AND AFFILIATES FROM AND AGAINST ANY AND ALL CLAIMS, DAMAGES, COSTS, AND EXPENSES, INCLUDING WITHOUT LIMITATION CLAIMS BASED UPON THE NEGLIGENCE OF Feralloy, ARISING FROM OR RELATED TO YOUR USE OF THE SITE, THE MATERIALS IT CONTAINS, AND ANY SITES LINKED TO THIS SITE.

Disclaimer of Warranties
YOU EXPRESSLY UNDERSTAND AND AGREE THAT:

YOUR USE OF THE SITE IS AT YOUR SOLE RISK. THE SITE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. Feralloy EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, NON-INFRINGEMENT, QUALITY, PERFORMANCE, NON-INTERFERENCE WITH INFORMATION, AND ACCURACY OF INFORMATIONAL CONTENT. THERE IS NO WARRANTY THAT INFORMATION PROVIDED HEREUNDER, OUR EFFORTS, OR THE SITE WILL FULFILL ANY OF YOUR PARTICULAR PURPOSES OR NEEDS.
Feralloy MAKES NO WARRANTY THAT (1) YOUR USE OF THE SITE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; (2) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SITE WILL BE ACCURATE OR RELIABLE; OR (3) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SITE WILL MEET YOUR EXPECTATIONS.
ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SITE IS COMPLETED AT YOUR OWN DISCRETION AND RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY AND ALL DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT MAY RESULT FROM THE DOWNLOAD OF ANY SUCH MATERIAL.
NO INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM Feralloy OR THROUGH THIS SITE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT.

Limitations and Exclusions of Liability
YOU EXPRESSLY UNDERSTAND AND AGREE THAT NONE OF Feralloy AND ITS DIRECTORS, OFFICERS, EMPLOYEES, AGENTS AND AFFILIATES SHALL BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF Feralloy HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM:

THE USE OF OR THE INABILITY TO USE THE SITE;
UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA;
STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SITE; OR
ANY OTHER MATTER RELATING TO THE SITE.

IF YOU ARE DISSATISFIED WITH THE SITE, OR ANY OF THE INFORMATION CONTAINED THEREON, OR REFUSE TO ABIDE BY THIS AGREEMENT, YOUR SOLE AND EXCLUSVE REMEDY IS TO DISCONTINUE YOUR USE OF THE SITE.

NOTWITHSTANDING THE FOREGOING, THE LIABILITY OF Feralloy AND ITS DIRECTORS, OFFICERS, EMPLOYEES, AGENTS AND AFFILIATES TO YOU SHALL BE LIMITED IN ALL INSTANCES TO THE SUM OF PAYMENTS MADE FOR MERCHANDISE PURCHASED THROUGH THIS SITE, BUT IN NO CASE SHALL SUCH AMOUNT EXCEED US$1,000.00. YOU FURTHER AGREE NOT TO JOIN IN ANY LAWSUIT WITH ANOTHER PERSON OR SERVE AS A CLASS REPRESENTATIVE OF ANY CLASS ACTION LAWSUIT AGAINST ANY OF Feralloy AND ITS DIRECTORS, OFFICERS, EMPLOYEES, AGENTS AND AFFILIATES ARISING OUT OF THE USE OF THE SITE.

NONE OF Feralloy AND ITS DIRECTORS, OFFICERS, EMPLOYEES, AGENTS AND AFFILIATES SHALL BE HELD LIABLE FOR ANY REPRESENTATIONS OR WARRANTIES SET FORTH ON THIRD PARTY SITES IN RELATION TO THE INFORMATION PROVIDED IN THIS SITE.

Intellectual Property Rights
This Site is protected by copyright, trademark, trade dress and other intellectual property rights.

Feralloy grants you a personal, revocable, non-transferable, non-exclusive, and limited right and license to use the object code of the Site on a single computer; provided that you do not (and do not allow any third party to) copy, modify, create any derivative work from, reverse engineer, reverse assemble or otherwise attempt to discover any source code, sell, assign, sublicense, grant a security interest in or otherwise transfer any right in the software for the Site.
All logos, trademarks, service marks, labels, product names and service names used on the Site (collectively, the “Marks”) are owned or licensed by Feralloy and/or its affiliates. You agree not to copy, display or otherwise use any of the Marks without the prior written permission of Feralloy. Notwithstanding the foregoing, the Marks may not be used in any manner likely to cause confusion, disparagement or dilution of the Marks and/or in connection with any product or service that is not authorized or sponsored by Feralloy.
The entire Site, and all object code and source code, text, graphics, multimedia content, including but not limited to images, illustrations, audio and video clips, html and other markup languages, and all scripts within the site associated therewith, are copyrighted by Feralloy. Feralloy reserves all its rights thereto.

Modification
Feralloy may update, revise, supplement, modify or amend this Agreement at any time. Any updates, revisions, supplements, modifications or amendments shall be effective immediately upon posting on the Site. You agree that you will be bound by this Agreement, however and whenever it is updated, revised, supplemented, modified, or amended, whether you have actual or constructive notice thereof, and without regard to whether or not you have used or continue to use the Site after such updates, revisions, supplements, modifications or amendments.

Entire Agreement
This Agreement constitutes the entire agreement between you and Feralloy with respect to your use of the Site. There are no other representations, warranties, terms, agreements or conditions, either written or oral, with respect to your use of the Site except as set forth in this Agreement.

Severability
If any provision of this Agreement is deemed unlawful, void, voidable or unenforceable for any reason, then that provision shall be deemed severable from this Agreement and shall not affect the validity or enforceability of any remaining provisions.

Governing Law and Venue
This Agreement, the entire relationship between you and Feralloy, and any litigation or other legal proceeding between you and Feralloy (whether grounded in tort, contract, law or equity) shall be governed by and construed in accordance with the laws of the State of Illinois, without giving effect to its choice of law rules.

This contract is fully performable in the state of Cook County, Illinois. Any litigation arising between the parties hereto shall be brought only in the state or federal courts having subject matter jurisdiction in Cook County, Illinois. You hereby irrevocably and unconditionally consent to the jurisdiction of any such court and hereby irrevocably and unconditionally waive any defense of an inconvenient forum to the maintenance of any action or proceeding in any such court, any objection to venue with respect to any such action or proceeding, and any right of jurisdiction on account of the place of residence or domicile of any party hereto.

Termination
Feralloy may terminate your right to use this Site, with or without cause at any time in its sole discretion, including, without limitation, upon your violation of this Agreement, failure to provide accurate registration data, and lack of use. All representations, warranties, indemnifications, and promises made by you shall survive such termination.

Forward-Looking Statements
This Site may contain forward-looking statements about Feralloy products, financial and operating performance, business plans and prospects that involve substantial risks and uncertainties. Actual results could differ materially from the expectations and projections set forth in those statements. A description of these risks, uncertainties and other matters can be found in the Annual Report on Form 10-K and subsequent Reports on Forms 10-Q and 8-K of Feralloy’s parent company, Reliance Steel & Aluminum Co., all of which are available at www.sec.gov. Feralloy and Reliance assume no obligation to update any forward-looking statements as a result of new information or future events or developments.

Contact Information
If you have a comment, question or request, or if you need to contact Feralloy for any other reason:

E-mail: You can e-mail us by completing the form and clicking “Submit” on the “Contact Us” section of the Site.

Telephone: You may call us at (773) 380-1500. Our ordinary business hours are Monday through Friday, 9am to 4pm (except holidays). If you call outside ordinary business hours, please leave a message including your name and telephone number.

Mail:
Feralloy Corporation, 8755 West Higgins Road #970, Chicago, IL 60631

Privacy Policy

This Privacy Policy describes how Feralloy Corporation, its affiliates, and its service providers (collectively, “we,” “our,” or “us”) collect, use, share, and otherwise process your personal information in connection with the Feralloy Corporation website (“Site”). “Personal information,” means any information that identifies, relates to, describes, or could reasonably be linked directly or indirectly to you.

The products and services offered via the Site are intended for purchase only by users who reside in the United States. If you visit our Site from outside the US, please note that the US has data protection laws that may not be consistent with those of other countries and that information collected about you in connection with your visit to our Site will be processed in accordance with US law. Your use of the Site is subject to our Terms of Use.

Information Collected
Information You Provide. As you use our Site, we may collect personal information directly from you. For example, you may provide personal information when you submit information to us by filling out a “contact” form.

The categories of personal information that you may provide include, but are not limited to:

Identifiers, such as your name, mailing address, phone number, or email address;
Commercial information, such as marketing preferences, reminder preferences, and notification preferences; and
Communications, such as comments, suggestions, or other content that you generate.

You may choose not to provide us with the above categories of information. If you choose not to provide us with this information, you may still access and use portions of the Site. However, you may not be able to use portions of the Site which require you to provide personal information.

Information Automatically Collected From You. When you visit the Site, we may collect information automatically using cookies, web beacons, or similar technologies from your computer, tablet, mobile phone or other device used to access the Site, as well as related software. Cookies are small strings of text sent by our website to your browser which are then stored by your browser on your computer’s hard drive. Our cookies allow us to personalize your experience on the Site, make your visit more convenient, and understand how you and others are using the Site so that we can improve your experience on the website. We use cookies to, among other things, identify repeat visitors to our Site and to determine the paths visitors take on our Site. We also use cookies to determine whether you visited our Site from a particular Internet link or advertisement.

We also may use web beacons (small pieces of data that are embedded in images on the pages of web sites) and auditing software to track page views and entry and exit points to and from emails. In addition, we use web beacons, cookies, customized links and/or similar technologies to determine whether any emails or electronic publications sent by us to those who have requested them from us have been opened and which links are clicked.

Our third-party service providers and business partners may also place cookies, beacons, or similar technology to support and improve our Site. For example, we use Google Analytics or similar web traffic analytic tools to help analyze how users use the Site. Such tools use information generated by cookies about your use of the web site (including IP address, content viewed, search terms entered, and actions taken), which is transmitted to an analytics provider. This information is then used to evaluate users’ use of the Site and to compile statistical reports on web site activity for us. We also work with third party advertising networks to promote our Site elsewhere on the web, including through online behavioral advertising.

The information we collect automatically may include but is not limited to the following categories of information:

Identifiers (e.g., IP address, mobile advertising identifiers, MAC address, other device IDs);
Geolocation data based on IP address demographics (location, language, country of origin, etc.);
Technical device data (e.g., domain server, type of device, type of web browser); and
Internet or other electronic network activity information (e.g., access times, pages visited, search history, referring web site addresses, interactions with Site features).

We collect the above information from the following categories of sources:

Other parts of our corporate family
Third party service providers
Advertising networks

You may have options to make choices about automatic data collection as described in the Your Choices section below.

How We Use Information We Collect

We may use the personal information we collect for purposes such as:

providing and personalizing our Site and the content, products, and services we make available to you through the Site;
providing information, content, products, or services that you request or purchase;
providing you with information about the Site or required notices;
understanding how you use our Site, products and services;
improving and further developing the products, services, content, features, performance, and support available through our Site;
customer support;
communicating with you to respond to your inquiries, or provide other legal or service-related notices about our Site;
delivering marketing communications, promotional materials, or advertisements about Feralloy Corporation or third-party products or services that may be of interest to you, including to display targeted ads to you elsewhere online (see your options related to marketing and advertising in the “Your Choices” section below);
protecting the security and integrity of our Site and information technology infrastructure;
authenticating the information you provide to us;
detecting, preventing, and responding to fraud, intellectual property infringement, violations of our Terms of Use, violations of law, or other misuse of the Site or our products and services;
complying with legal obligations; and
other legal purposes, such as exercising and defending our rights, protecting personal property or safety, pursuing remedies available to us and limiting our damages, complying with judicial proceedings, court orders, legal process, or lawful requests from governmental authorities.

We may combine or aggregate any information we collect for any of these purposes. We may also anonymize your personal information in such a way that you cannot reasonably be identified and may use such anonymized information for any purpose.

How We Disclose Information We Collect

We may disclose the personal information we collect as follows:

With Our Service Providers. We may share your personal information with our service providers that have agreed to keep the information confidential and to process it only as necessary to perform the services we ask them to perform, including but not limited to: IT and system administration and hosting; research and analytics; marketing; and customer support.
With Analytics and Advertising Providers. We may share personal information with analytics and advertising providers (including advertisers, ad networks, and ad servers) that use the information in combination with information collected from third-party websites and mobile applications so that they can provide us with reports about Site usage and deliver relevant content or ads on their own websites or applications or other third-party websites or applications. The information we share with these parties may include the content and ads users have viewed and activities on the Site. See the “Your Choices” section below for choices you may have about such practices.
Within Our Corporate Family. We may share your personal information with our affiliates and subsidiaries, including companies that we may acquire in the future, as necessary for any of the purposes for which we use your personal information above. Our affiliates and subsidiaries may also use your personal information to provide and improve their own products and services and to market such products and services to you.
In a Corporate Transaction. We may share your personal information with relevant third parties (e.g., service providers, advisors, transaction partners) if we are involved in a merger, reorganization, dissolution or other fundamental corporate change, or if all or a portion of our business, assets or stock are acquired by a third party.
To Protect Rights and Property. We may disclose your personal information to third parties when we believe in good faith that disclosure is necessary to protect our rights, our property, the integrity of the Site, personal safety, or the interests of you or any other person, and to detect, prevent and/or otherwise address fraud, risk management, security, or technical issues.
To Comply with and as Required by Law. Feralloy Corporation may disclose information when legally compelled to do so when we, in good faith, believe that the law requires us to do so or for the protection of our legal rights.

We may share information that does not reasonably identify you with third parties for any purpose.

Your Choices

Cookies. Most web browsers automatically accept cookies, but it is possible to change your browser setup to allow you to control whether you will accept cookies, reject cookies, or to notify you each time a cookie is sent to you. If your browser is set to reject cookies, our website will not recognize you when you return, and some functionality may be lost. The Help section of your browser will tell you how to prevent your browser from accepting cookies.

Online Behavioral Advertising. For more information about online behavioral advertising generally and information regarding how to “opt-out” from such advertising provided by certain participating companies, you can visit: http://www.networkadvertising.org/managing/opt_out.asp or http://www.aboutads.info/choices/.

We do not currently respond to web browser “do not track” signals or other mechanisms that provide a method to opt out of the collection of information across the networks of websites and online services in which we participate. If we do so in the future, we will describe how we do so in this Privacy Policy. Visit the following website, www.allaboutdnt.com, for more information on this developing area.

How We Protect Your Information

We have administrative, technical, and physical safeguards designed to safeguard the information we collect. However, no information system can be 100% secure, so we cannot guarantee the absolute security of your information. Moreover, we are not responsible for the security of information you transmit over networks that we do not control, including the internet and wireless networks.

Information Collected by Others
Feralloy Corporation’s website may offer links to other websites, which may have information policies and practices that are different from ours. This notice addresses only Feralloy Corporation’s website policy, and does not apply to websites that users access via links from our site. Feralloy Corporation is not responsible for the information collecting policies of other websites, for the practices employed by websites linked to or from our website, or for the information or content contained therein. Often, links to other websites are provided solely on the basis that they may contain useful information for our visitors. Users are advised to review the privacy policy of other websites.

Updating, Correcting, Accessing, and Deleting Personal Information
If you would like to have your personal information removed from our records, please send an email to [email protected] with “Remove Personal Information” in the subject line and we will respond to your request within a timely manner.

Consent and Periodic Policy Changes
By using this Site, you consent to our collection and use of personal information you choose to provide to us. Feralloy Corporation reviews its privacy practices from time-to-time (i.e. to track technology and/or legal changes), and that these practices are subject to change. We reserve the right, at any time, to modify, alter, or update this policy, and any such modifications, alterations, or updates will be effective upon posting. To ensure continuing familiarity with the most current version of our privacy policy, please bookmark and periodically review this page.

This policy statement is made in the name of Feralloy Corporation and is effective as of January 1^st, 2020 and may be modified from time to time.

Contact Us
Feralloy Corporation
8755 West Higgins Road #970, Chicago IL 60631

Phone: (773) 380-1500

Email: [email protected]

Terms of Sale

Feralloy Corporation, Inc. (“Seller”) and the party purchasing goods and/or materials (“Customer”)
hereby agree to the following Terms and Conditions of Sale (“Terms and Conditions”):

Customer’s Acceptance of Terms.These Terms and Conditions of Sale constitute the
final and entire understanding and agreement between Seller and Customer relating to the goods and/or
materials (“Products”) sold by Seller to Customer. Customer’s acceptance of the Products is expressly
conditioned on Customer’s acceptance of these Terms and Conditions. Customer’s acceptance is limited to
these Terms and Conditions, and no different, inconsistent and/or additional terms and conditions submitted
by Customer in acknowledging or accepting these Terms and Conditions or in issuing any purchase orders,
releases, shipping instructions or other documents in connection with the Products, whether prior or
subsequent, shall modify or amend these Terms and Conditions or be valid or binding against Seller, unless
specifically accepted by Seller in writing. In the event of any conflict, discrepancy or inconsistency
between these Terms and Conditions and the terms and conditions contained in any document submitted by
Customer, these Terms and Conditions shall govern even if Customer’s document expressly limits
acceptance to Customer’s terms and conditions. No course or pattern of dealings or conduct between Seller
and Customer and no usage of trade shall be relevant to determine the meaning or intent of these Terms and
Conditions even though the accepting or acquiescing party has knowledge of the nature of the performance
and an opportunity for objection.
Open Credit Account.Seller reserves the right in its sole discretion to approve,
conditionally approve or disapprove any request by Customer for credit. The amount of credit Seller
extends to Customer will be determined by Seller in its discretion and may vary from time to time.
Customer shall notify Seller, in writing, of any error in any invoice within ten (10) days after the
Customer’s receipt of such invoice, and, if no such notice from Customer is received by Seller, the invoice
shall be deemed to be correct and payable as delivered to Customer.
Open Account Payment Terms.TIME FOR CUSTOMER’S PAYMENT OF THE
PURCHASE PRICE FOR THE PRODUCTS SHALL BE OF THE ESSENCE. All sums owing Seller by
Customer shall be paid in accordance with the provisions of Seller’s invoice or any written quotation issued
by Seller and signed by Customer. In the absence of such express provisions, Seller’s terms will be net
thirty (30) days from the date of invoice. All sums past due and owing to Seller shall bear interest at the
rate of the lesser of one and one-half percent (1.5%) per month or the maximum rate permitted by
applicable law from the invoice date until paid in full. All payments made by Customer to Seller shall be
applied in the following priority: (a) first to the amounts, if any, due to Seller for attorneys’ fees and court
costs, (b) second to the amounts, if any, due to Seller in the event of Customer’s default, (c) third to the
amount, if any, of interest due to Seller as a result of Customer’s late payment and (d) finally to the balance
of the purchase price due to Seller for the Products.
Customer’s Representations and Warranties.Upon Seller’s request from time to time,
Customer will provide Seller with current financial information. Customer represents and warrants that any
financial information provided to Seller will be true and correct in all material respects and shall fairly and
accurately present the financial condition of Customer as of the date of such financial statements.
Customer hereby authorizes Seller to review and evaluate Customer’s credit background from time to time.
Security Interest.To secure Customer’s full and prompt payment of the purchase price
for the Products, Customer hereby grants to Seller a first priority, purchase money security interest in and
to the Products and all products and proceeds therefrom. Customer authorizes Seller to file a UCC
financing statement to perfect this security interest at any time.
Cancellation and Returns.Customer may not cancel any order of Products for
Customer’s convenience without Seller’s prior written consent. Seller may, in its sole opinion, authorize
Customer in writing to cancel Products normally carried in Seller’s inventory. Any cancellation so
authorized shall be subject to a cancellation charge of 15% of the purchase price. Customer may not cancel
any processed Products, specially manufactured Products, or Products not normally carried in Seller’s
inventory.
Approval of Sale; Prior Sale.No sale shall be final until approved by the corporate office
of Seller. All quotations for Products normally carried in Seller’s inventory are subject to prior sale, unless
otherwise specified in writing by Seller. All quotations for specially manufactured Products and Products
not normally carried in Seller’s inventory are subject to mill availability.
Price; Basis of Invoices.Seller’s price is subject to and contingent upon Customer
purchasing the entire quantity of Products identified in Seller’s quotation. If Customer purchases less than
the entire quantity of Products identified therein, prices may vary.Seller shall invoice all Products in
accordance with Seller’s published schedule of weights, areas, sizes and lengths. All weights shall be
theoretical and shall be determined in accordance with ASTM standards.
Force Majeure.Neither Customer nor Seller shall be liable for any delay, breach or nonperformance of these Terms and Conditions (other than the payment of money) wholly or partly due to any
cause beyond such party’s control (“Force Majeure”) including, without limitation, acts of God; war; civil
disturbances; acts of any foreign, federal, state, local or other governmental authority; non-availability,
delay or diversion of shipping or other transport; lock outs, strikes or trade disputes; break down or
interruption of any plant, machinery, equipment or utilities; shortage, non-availability or allocation of raw
materials or commodities; any combination of the foregoing, or any other cause outside of such party’s
control whether similar to or different from those stated herein. On the happening of Force Majeure, the
affected party shall advise the other party in writing with reasonable promptness and the affected party may
suspend its performance during such Force Majeure without liability to the other party.
Title; Risk of Loss.All prices quoted by Seller are Ex Works Seller’s loading dock.
Risk of loss shall pass to Customer at the time of delivery. Title shall pass to Customer upon loading on
the transportation facility (i.e. truck or railcar), irrespective of any freight allowance, prepayment of freight
or delivery terms.
Inspection; Claims.Customer shall carefully inspect all Products and shipping
documents promptly upon delivery. No claim for shortages or Products damaged during delivery will be
valid or enforceable against Seller unless (a) Customer notifies Seller in writing specifying in detail the
shortage or damage within five (5) days from the date of delivery; (b) Customer returns the damaged
Products to Seller within ten (10) days following delivery; (c) upon return, Seller confirms such damage;
and (d) Customer has fulfilled all of the payment terms. Customer’s notice must be accompanied by the
original freight bill, with notation on the face thereof by an authorized agent for the carrier as to the
Products claimed to be short or damaged during transit. Customer shall be deemed to have waived any
claim for shortages or Products damaged in transit if Customer fails to so notify Seller within five (5) days
following delivery. Any processing or use of the Products by Customer, other than return to Seller, shall be
conclusive as to Customer’s acceptance of the Products as being satisfactory and in accordance with these
Terms and Conditions.
Limited Warranty.Seller warrants to Customer for a period of twelve (12) months
following delivery only that (a) the Products shall conform to the description and specifications, subject to
industry standard tolerances and variations; and (b) Seller has good title to the Products free and clear of
liens, security interests or encumbrances by any party claiming by, through or under Seller.SELLER
HEREBY DISCLAIMS AND CUSTOMER HEREBY WAIVES ANY AND ALL OTHER ORAL
OR WRITTEN WARRANTIES IN RESPECT OF THE PRODUCTS, EXPRESS OR IMPLIED,
INCLUDING, WITHOUT LIMITATION, THE WARRANTIES OF MERCHANTABILITY AND
FITNESS FOR A PARTICULAR PURPOSE. SELLER EXPRESSLY DISCLAIMS ANY AND
ALL OTHER WARRANTIES UNLESS EXPRESSLY MADE IN WRITING AND SIGNED BY AN
OFFICER OF SELLER.

Seller’s liability shall be limited, at Seller’s option, to repair or replacement of non-conforming
Products or refund of the purchase price. The foregoing sets forth Seller’s entire obligation and liability to
Customer in respect of the Products, and Customer accepts the same as its entire right and sole remedy in
relation to any breach by Seller of these Terms and Conditions.IN NO EVENT OR CIRCUMSTANCE
WHATSOEVER SHALL SELLER BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL,
INDIRECT, EXEMPLARY, PUNITIVE OR SPECIAL DAMAGES OF ANY TYPE OR NATURE
EVEN IF SELLER HAS REASON TO KNOW OF THE POSSIBILITY OF SUCH DAMAGES.
SELLER’S TOTAL LIABILITY ARISING OUT OF OR IN ANY WAY RELATED TO THE
PRODUCTS, WHETHER BASED IN CONTRACT, WARRANTY, TORT (INCLUDING
NEGLIGENCE AND/OR GROSS NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER
CAUSE OF ACTION, SHALL IN NO EVENT EXCEED THE PURCHASE PRICE ACTUALLY
PAID BY CUSTOMER FOR THE PRODUCTS TO WHICH SUCH LIABILITY RELATES.

Unofficial Communications.No agents, employees, or representatives of Seller have any
authority to bind Seller to any affirmation, representation, guaranty or warranty other than those expressly
set forth in these Terms and Conditions. Any technical advice furnished by Seller with respect to the
selection or use of Products is given without charge, and Seller assumes no obligation or liability
whatsoever for the advice given or the results obtained, all such advice being given and accepted at
Customer’s sole risk.
Taxes.All prices quoted by Seller are exclusive of all taxes. In addition to the purchase
price, Customer shall pay or reimburse Seller the amount of all sales, use and ad valorem taxes, excises,
duties and/or other governmental charges that Seller may be required to pay with respect to the Products.
Indemnification.Customer shall indemnify, defend, and hold harmless Seller, its
affiliates, and the shareholders, directors, officers, employees, agents, successors and assigns of all of them
(collectively, the “Seller Indemnified Parties”) from and against any and all losses, claims, damages,
injuries, liabilities, taxes, fines, penalties, costs or expenses (including attorneys’ fees and court costs)
incurred or suffered by any of the Seller Indemnified Parties to the extent directly or indirectly arising out
of, relating to or resulting from (a) Customer’s unloading, storing, handling, packaging, processing,
fabrication, or use of the Products; or (b) any negligence, act, or omission of Customer, its employees,
agents and anyone for whom Customer may be legally liable.
Default; Bankruptcy.Upon failure of Customer to make any payment required
hereunder, without deduction, setoff or counterclaim, within ten (10) days after the same becomes due, or if
Customer defaults in the performance of any other obligation, term, or condition, or if Customer shall make
an assignment for the benefit of creditors, or in the event of a commencement of proceedings by or against
Customer involving bankruptcy, insolvency, reorganization or arrangement, or in the case of other
significant financial instability of Customer, Seller, without demand or notice of any kind and without
prejudice to any other right or remedy of Seller, may (a) terminate the sale of all or any of the Products;
(b) suspend the release of any Products on consignment to Customer and defer further deliveries;
(c) require Customer to return or allow Seller to reclaim and/or pick-up any unpaid Products; (d) require
Customer to pay the purchase price for any or all the Products not yet paid for in full (whether such
Products are on-hand, in process or on-order, and whether or not delivered) and any other sums due from
Customer to Seller, which Customer shall pay on Seller’s first demand notwithstanding any credit period or
other forbearance; (e) place any Products identified to Customer in storage at the cost and risk of Customer;
(f) apply any payments made by Customer as Seller may elect without regard to any appropriation by
Customer; (g) sell any or all of the Products at such price as may be available but without having any duty
to Customer to do so at the best or any particular price, and collect any shortage in price from Customer;
and/or (h) exercise any other right or remedy that Seller may have at law or in equity in the event of
Customer’s default. Seller is entitled to immediate relief from the automatic stay should Customer file for
protection under the bankruptcy code. Customer agrees not to oppose relief from the automatic stay if
sought by Seller.
Waiver.Any waiver of these Terms and Conditions, to be valid or binding, must be in
writing and signed by the party against which such waiver is to be enforced, and shall not constitute a
continuing waiver of any other breach or default, and acceptance by Seller of any payments with
knowledge of any breach or default shall not constitute such waiver. No omission or delay by either party
in exercising any right, power or privilege shall operate as a waiver thereof, nor shall any single or partial
exercise of any such right, power or privilege preclude any other or further exercise thereof or exercise of
any other right, power, or privilege.
Governing Law and Venue.THESE TERMS AND CONDITIONS SHALL BE
GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE IN
WHICH SELLER IS LOCATED WITHOUT REGARD TO ITS CHOICE OF LAW OR CONFLICTS OF
LAWS PROVISIONS. ANY CLAIM, DISPUTE OR CONTROVERSY ARISING OUT OF OR
RELATING TO THESE TERMS AND CONDITIONS OR THE PRODUCTS SHALL BE RESOLVED
BY LITIGATION BROUGHT EXCLUSIVELY IN THE FEDERAL OR STATE COURTS HAVING
JURISDICTION OVER SELLER’S LOCATION AND SELLER AND CUSTOMER IRREVOCABLY
CONSENT TO THE JURISDICTION OF SAID COURTS.
Prevailing Party.In the event of any claim, dispute or controversy arising out of or
relating to these Terms and Conditions, the prevailing party shall be entitled to recover it attorneys’ fees
and court costs from the non-prevailing party.
Assignment and Third Party Rights. Neither party may delegate or assign its rights or
obligations without the other party’s prior written consent, except that Seller may assign its rights and
obligations to an affiliate upon prior written notice to Customer. Any delegation or assignment without
such written consent shall be null and void, and without any legal force or effect. Notwithstanding Seller’s
consent to any assignment or delegation by Customer, these Terms and Conditions shall be fully binding on
Customer, its successors and permitted assigns. These Terms and Conditions shall not be deemed or
construed as granting or conferring any rights in or providing any basis for claims by third parties.
Severability.If any provision contained in these Terms and Conditions or the application
thereof to the parties shall be finally determined by a court of competent jurisdiction to be invalid, illegal or
unenforceable in any respect, such provision shall be deemed severed and deleted from these Terms and
Conditions and replaced with a provision that is valid, legal and enforceable to the fullest extent permitted
by applicable law and the validity, legality and enforceability of the remaining provisions of these Terms
and Conditions and any other application thereof to the parties shall not in any way be affected or impaired
thereby.
Acceptance/Enforceability of Copies.Seller may, at Seller’s sole discretion, accept a
facsimile copy, electronic copy, or photocopy of any order between Seller and Customer in lieu of an
original document. Customer consents to Seller’s use of such copy and waives any right to object to the
use of a copy in place of the original and any right to require Seller to subsequently produce an original
document.
Entire Agreement.These Terms and Conditions contain the final and entire agreement of
the parties hereto with respect to the sale and purchase of the Products and all other transactions
contemplated herein, and supersede all prior or contemporaneous discussions, negotiations, agreements or
understandings, whether written or oral, between the parties relating to the subject matter hereof. These
Terms and Conditions may be changed, amended, modified, revised or supplemented only by a written
instrument signed by an authorized manager or officer of Seller.

Purchase Terms

1. ACCEPTANCE AND TERMS AND CONDITIONS (a) Seller shall accept this Purchase Order and any amendments thereto by signing the acceptance copy and returning it to Buyer promptly. (b) By acceptance of this Purchase Order, Seller agrees to be bound by, and to comply with, all the terms and conditions of this Purchase Order, including any supplements thereto and all specifications and other documents referred to in this Purchase Order. In addition, in lieu of an acknowledgment, full or partial performance of the work called for by this Purchase Order at any time shall be deemed acceptance of this Purchase Order. (c) THE TERMS AND CONDITIONS CONTAINED IN ANY ACKNOWLEDGMENT OF THIS PURCHASE ORDER OR WITH DELIVERY OF ANY GOODS UNDER THIS PURCHASE ORDER WHICH ARE INCONSISTENT WITH OR DIFFERENT FROM OR IN ADDITION TO THE TERMS AND CONDITIONS OF THIS PURCHASE ORDER ARE NOT BINDING UPON BUYER, WHETHER OR NOT THEY WOULD MATERIALLY ALTER THIS PURCHASE ORDER, AND BUYER HEREBY OBJECTS THERETO. ONLY THE TERMS AND CONDITIONS SET FORTH IN THIS PURCHASE ORDER SHALL BE BINDING UPON BUYER AND GOVERN THE RELATIONSHIP BEWTEEN THE PARTIES HERETO. 2. IDENTIFICATION; SHIPPING NOTICES: Seller’s invoices shall contain the following information: (a) our Purchase Order Number; (b) description of goods shipped; and (c) quantity of goods shipped and unit price applicable to such goods. 3. DELAY AND DEFAULT: Time of delivery is of the essence under this Purchase Order. Except in instances of delay which are due to causes beyond the reasonable control and without the fault or negligence of Seller and all of its suppliers, Buyer may by written notice of default to Seller (a) terminate the whole or any part of this Purchase Order in any one of the following circumstances: (i) if Seller fails to perform within the time specified herein or any extension thereof; or (ii) if Seller fails to perform any of the other provisions of this Purchase Order, or so fails to make progress as to endanger performance of this Purchase Order in accordance with its terms. and in either of these two circumstances does not cure such failure within a period of ten (10) days after receipt of notice from Buyer specifying such failure; and (b) procure, upon such terms as it shall deem appropriate, supplies or services similar to those so terminated. Seller shall continue performance of this Purchase Order to the extent not terminated and shall be liable to Buyer for any excess costs for such similar supplies or services. As an alternate remedy, and in lieu of termination for default, Buyer, at its sole discretion, may elect (1) to extend the delivery schedule and/or (2) to waive other deficiencies in Seller’s performance, in which case an equitable reduction in the Purchase Order price shall be negotiated. In the event Seller for any reason anticipates difficulty in complying with the required delivery date, or in meeting any of the other requirement of this Purchase Order, Seller shall promptly notify Buyer in writing, which notification shall include details of the causes of such difficulty or delay and the expected delivery date. If Seller does not comply with Buyer’s delivery schedule, Buyer may – 2 – require delivery by expedited means, and charges resulting form the premium transportation must be fully prepaid and absorbed by the Seller. The rights and remedies of the Buyer provided in this clause shall not be exclusive and are in addition to any other rights and remedies provided by law or under this Purchase Order, including, but not limited to, Buyer’s rights as specified in the Uniform Commercial Code. 4. INSPECTION: (a) All goods or services, including, but not limited to, engineering and design or development work, shall comply with all applicable specifications and shall be subject to inspection and test by the Buyer (and, if applicable, its customer) to the extent practicable at all times and places, including the period of manufacture, and in any event prior to final acceptance by the Buyer (and, if applicable, its customer). (b) If any inspection or test is made on the premises of Seller or its supplier, Seller, without additional charge, shall provide all reasonable facilities and assistance for the safety and convenience of the inspectors in the performance of their duties. All inspections and tests on the premises of Seller or its suppliers shall be performed in such a manner as not to unduly delay the work. (c) Final acceptance or rejection of the goods shall be made as promptly as practical after delivery, except as otherwise provided in this Purchase Order, but failure to inspect and accept or reject goods or services or failure to detect defects by inspection including latent defects, shall neither relieve Seller from responsibility for such goods or services that are not in accordance with the Purchase Order requirements or any other requirements nor impose any liability on Buyer therefore. (d) Seller must provide and maintain an inspection and process control system acceptable to Buyer (and, if applicable, its customer) covering the goods or services hereunder. Records of all inspection work by Seller shall be kept complete and made available to Buyer (and, if applicable, its customer) during the performance of this Purchase Order and for seven years after completion of this Purchase Order upon Buyer’s request. 5. WARRANTIES: Seller warrants and represents to Buyer and to each customer of Buyer that acquires any of the goods as follows: (a) all goods and services sold hereunder or pursuant hereto will be free of any claim of any nature by any third person and Seller will convey clear and rightful title thereto to Buyer as provided hereunder, and (b) all goods sold hereunder or pursuant hereto will be free from all defects in design, workmanship and materials, latent or otherwise, and that the goods and services are provided in strict accordance with the specifications, samples, drawings, designs or other requirements (including performance specifications) recommended by Seller and approved or adopted by Buyer and in accordance with applicable laws and regulations. Seller hereby agrees to remedy, at no expense to Buyer, any defect in design, workmanship and materials, latent or – 3 – otherwise, of all goods sold hereunder or pursuant hereto by Seller or by any other party to Seller and such goods are incorporated in the deliverable product. The warranties contained in this Purchase Order shall be in addition to, and shall not be construed as restricting or limiting any warranties or remedies of Buyer, expressed or implied, which are provided by contract or law. Any attempt by Seller to limit, disclaim, or restrict any such warranties or remedies of Buyer, by acknowledgment or otherwise, in accepting or performing this Purchase Order, shall be null, void, and ineffective. 6. REJECTIONS: If any of the goods ordered are found at any time to be defective in material or workmanship, or otherwise not in conformity with the requirements of this Purchase Order, including any applicable drawings and specifications, Buyer, in addition, to such other rights, remedies and choices as it may have by contract or by law, at its option and sole discretion may: (a) reject all or some of the goods and return such rejected goods at Seller’s expense; or (b) require Seller to inspect the goods and remove and replace nonconforming goods with goods that conform to this Purchase Order. If Buyer elects option (b) above and Seller fails to promptly make the necessary inspection, removal and replacement, Purchaser may at its option inspect and sort the goods and Seller shall pay the cost thereof. 7. BUYER’S PROPERTY: Unless otherwise agreed in writing, all tools, equipment or material of every description furnished to Seller by Buyer or specialty paid for by Buyer, and any replacement thereof, or any materials affixed or attached thereto, shall be and remain the personal property of Buyer. Such property, and whenever practical, each individual item thereof, may be plainly marked or otherwise adequately identified by Seller as “Property of Feralloy Corporation and /or any of its Affiliates” and shall be safely stored separate and apart from Seller’s property. Seller shall not substitute any property for Buyer’s property and shall not use such property except in filling Buyer’s orders. Such property while in Seller’s custody or control shall be held at Seller’s risk, shall be kept insured by Seller at Seller’s expense in an amount equal to the replacement cost with any loss payable to Buyer and shall be subject to removal at Buyer’s written request, in which event Seller shall prepare such property for shipment and shall redeliver to Buyer in the same condition as originally received by Seller, reasonable wear and tear excepted, all such property at Seller’s expense. 8. CHANGES: The Buyer may at any time, in writing, make changes within the general scope of this Purchase Order. If any such change causes an increase or decrease in the cost of, or the time required for the performance, of any work under this contract, whether changed or not changed, an equitable adjustment shall be made in the contract price or delivery schedule, or both, and the Purchase Order shall be modified in writing accordingly. Any claim by the Seller for adjustment under this clause must be asserted within thirty (30) days from the date of the receipt by the Seller of the notification of change; provided, however, that the Buyer, if it so chooses, may receive and act upon any such claim asserted at any time prior to final payment under this contract. Any change in this Purchase Order shall be authorized only by a duly executed Purchase Order Amendment hereto. 9. NON-ASSIGNMENT; NO DELEGATION OF PERFORMANCE: Assignment of this Purchase Order or any interest herein, without the prior written consent of the Buyer, shall be void. The Seller shall not delegate its performance under this Purchase Order without the prior written consent of the Buyer and without providing assurances requested by Buyer from – 4 – Seller’s assignee. Any attempted delegation of performance by Seller contrary to the terms herein is null and void. Buyer is only obligated to pay Seller for the goods delivered hereunder until Buyer is notified in writing that any amount due or to become due has been assigned and that payment is to be made to the assignee. The written notice must reasonably identify the rights assigned and Seller must furnish proof that the assignment has been made, otherwise Buyer must pay Seller. 10. SET-OFF: Buyer shall be entitled at all times to set-off any amount owing at any time from Seller to Buyer or any of its affiliated companies against any amount payable to Seller at any time by Buyer in connection with this Purchase Order. 11. COMPLIANCE WITH LAWS: Seller agrees to comply with the applicable provisions of any federal, state, or local law or ordinance and all lawful orders, rules, and regulations issued thereunder. Seller shall also comply with any provision, representation or agreement, or contractual clause required thereby to be included or incorporated by reference or operation of law in the contract resulting from acceptance of this Purchase Order. If requested by Buyer, Seller shall promptly certify to Buyer or to Buyer’s customer as to compliance by Seller with applicable laws or other requirements. 12. SELLER’S INFORMATION: Any knowledge or information which the Seller shall have disclosed or may hereafter disclose to the Buyer, and which in any way relates to the goods or services covered by this Purchase Order, shall not, unless specifically marked by Seller as “Privileged and Confidential” or if the information was conveyed orally, such information is reduced to writing within 10 days of disclosure and marked “Privileged and Confidential,” be deemed to be confidential or proprietary information, and shall be acquired by Buyer, free from any restrictions (other than a claim for patent infringement), as part of the consideration for this Purchase Order. 13. FOR WORK ON BUYER’S OR ITS CUSTOMER’ PREMISES: If Seller’s work under this Purchase Order involves operations by Seller on the premises of the Buyer or one of its customers, Seller shall take all necessary precautions to prevent the occurrence of any injury to persons or damage to property during the progress of such work, and except to the extent that any such injury or damage is due solely and directly to Buyer’s or its customers’ negligence, as the case may be, Seller shall defend Buyer against any claim which may result in any way from any act or omission of the Seller, its agents, employees or subcontractors. Seller shall maintain Comprehensive General Liability (including Contractual Liability coverage insuring the liabilities assumed above), Automobile Liability and Employees’ Liability insurance with limits as reasonably required by Buyer, as well as appropriate Workers’ Compensation as will protect Seller from all claims under any applicable Workers’ Compensation and Occupational Disease Act. Seller shall furnish to Buyer a Certificate of Insurance completed by its insurance carrier(s) certifying that the required insurance coverages are in effect and naming Buyer as an additional insured under Seller’s insurance coverages and said coverages will not be canceled or materially changed until ten days after prior written notice has been delivered to the Buyer. 14. INSOLVENCY: If Seller ceased to conduct its operations in the normal course of business, including inability to meet its obligations as they mature, or if any proceeding under bankruptcy or insolvency laws is brought by or against Seller, or a receiver for Seller is appointed or applied for, or an assignment for the benefit of creditors is made by the Seller, – 5 – Buyer may terminate this Purchase Order without liability, except for deliveries previously made or for goods covered by this Purchase Order then completed and subsequently delivered in accordance with the terms of this Purchase Order. 15. TERMINATION: The Buyer may terminate all or any part of this Purchase Order at any time by written notice to Seller. Upon termination, Buyer and Seller shall negotiate and agree upon reasonable termination charges which will be identified by Seller within 30 days of termination. 16. BUYER’S INFORMATION: Seller shall keep confidential any technical, process or economic information derived from drawings, specifications and other data furnished by Buyer in connection with this Purchase Order and shall not divulge, directly or indirectly, such information for the benefit of any other party without obtaining Buyer’s prior written consent. Except as required for the efficient performance of this Purchase Order, Seller shall not use such information or make copies or permit copies to be made of such drawings, specifications, or other data without the prior written consent of Buyer. If any reproduction is made with prior consent, notice referring to the requirements of the foregoing paragraph shall be provided thereon. Upon completion or termination of this Purchase Order, Seller shall promptly return to Buyer all materials incorporating any such information and any copies thereof, except for one record copy. 17. WAIVER: No claim or right arising out of a breach of this contract can be discharged in whole or in part by a waiver or renunciation of the claim or right unless the waiver or renunciation is supported by consideration and is in writing signed by the aggrieved party. The failure of Buyer to enforce at any time or for any period of time any of the provisions hereof shall not be construed to be a waiver of such provisions or of the right of Buyer thereafter to enforce each and every such provision. 18. PATENTS: Seller shall defend any suit or proceeding brought against Buyer or its customers that is based on a claim that any article or apparatus, or any part thereof constituting goods furnished under this Purchase Order, as well as any device or process necessarily resulting from the use thereof, constituted an infringement of any patent of the United States or any other country, if notified promptly in writing and given authority, information, and assistance (at Seller’s expense) for the defense of same, and Seller shall pay all damages and costs awarded therein. In case use of said article, apparatus, part, device or process is enjoined, Seller shall, at its own expense and at its option, either procure for Buyer the right to continue using said article or apparatus, part or device, or replace same with a noninfringing equivalent; or remove same article or apparatus and refund the purchase price and the transportation and installation costs thereof. 19. PUBLICATIONS: The Seller agrees that no acknowledgment or other information concerning this Purchase Order and the supplies or services provided hereunder will be made public by the Seller without prior written agreement of the Buyer. 20. EXTRA CHARGES: No extra charges of any kind will be allowed, except as agreed to in writing by the Buyer. – 6 – 21. TRANSPORTATION, DELIVERY AND RISK OF LOSS: All items to be delivered in connection with this Purchase Order shall be packed and packaged by Seller to ensure safe arrival at their destination and to comply with the requirements of all relevant carriers. Seller shall reimburse Buyer for any additional costs or losses incurred due to improper packing, marking, loading or routing. Delivery shall be made by Seller at such times and places and of such items and quantities as are designated by Buyer in the Purchase Order or otherwise agreed by the parties. Buyer will have no liability for payment for materials or goods which are in excess of quantities specified in this Purchase Order, nor shall Buyer be liable for services which go beyond the face of this Purchase Order. Title and risk of loss shall remain in Seller until goods are delivered to the F.O.B. point specified in this Purchase Order. Notwithstanding such delivery, Seller shall bear risk of loss or damage to goods purchased hereunder from the time that Buyer gives notice of rejection of goods pursuant to the inspection provisions of this Purchase Order. 22. ANTICIPATION OF DELIVERY SCHEDULE: Unless otherwise agreed in writing, Seller shall not make material commitments or production arrangements in excess of the amount or in advance of the time necessary to meet Buyer’s delivery schedule. It is Seller’s responsibility to comply with this schedule but not to anticipate Buyer’s requirements. Goods shipped to Buyer in advance of schedule may be returned to Seller at Seller’s expense. 23. MODIFICATION: This agreement may be modified or rescinded only by a writing signed by both parties or their duly authorized agents. 24. SEVERABILITY: Any term, condition or provision of this Agreement which is, or is deemed to be, void, prohibited, or unenforceable in any jurisdiction is, as to such jurisdiction, severable herefrom, and is ineffective to the extent of such avoidance, prohibition or unenforceability without in any way invalidating the remaining terms, conditions and provisions hereof. 25. INDEMNIFICATION: Seller shall absolutely and unconditionally indemnify and hold Buyer and its customers harmless from and against any and all losses, claims, damages, liabilities, and expenses of any kind or nature whatsoever, including attorneys’ fees, which may arise out of, result from, or be reasonably incurred in connection with Seller’s performance of and compliance with the provisions of this Purchase Order (including, without limiting the generality of the foregoing, losses, claims, damages, and liabilities to employees or agents) to which Buyer or its customers may become subject, including, without limiting the generality thereof, losses, claims, damages, liabilities, and expenses (and actions in respect thereof) which relate to injury to or death of persons or damage to property that may have been caused, or that may be alleged to have been caused, directly or indirectly, by Seller, its employees, or agents, or its subcontractors, their employees or agents. 26. REMEDIES: The remedies set forth herein shall be cumulative and in addition to any other remedies provided in law or equity. 27. DISPUTE RESOLUTION: If a dispute arises between the parties which cannot be resolved by good faith negotiation on the part of the parties, Buyer and Seller agree that such dispute shall be subject to mediation before pursuing any other legal remedies such as – 7 – commencing litigation. The parties shall agree upon the rules governing the mediation and the mediator. Mediation involves each side of a dispute sitting down with an impartial person to attempt to reach a voluntary settlement, with no formal court proceedings, procedures, or rules of evidence and with an independent mediator who has no power to render a binding decision or force an agreement on the parties. 28. APPLICABLE LAW: IT IS SPECIFICALLY AGREED BY THE PARTIES THAT THE PURCHASE ORDER AND/OR CONTRACT AND THE GENERAL CONDITIONS SET FORTH HEREIN SHALL BE GOVERNED BY, AND CONSTRUED ACCORDING TO, THE LAWS OF THE STATE OF ILLINOIS, WITHOUT GIVING EFFECT TO THE PRINCIPLES OF CONFLICT OF LAWS THEREOF. 29. ENTIRE AGREEMENT: This Purchase Order, with such documents as are expressly incorporated herein by reference, is intended by the parties as a final expression of their agreement with respect to such terms as are included herein, and it is intended also as a complete and exclusive statement of the terms of their agreement. No course of prior dealings between the parties and no usage of the trade shall be relevant to determine the meaning of this agreement even though the accepting or acquiescing party has knowledge of the nature of the performance and opportunity for objection. 30. DRC CONFLICT: Supplier must provide material that is “DRC conflict free” as defined by applicable SEC rules. Any required conflict mineral content must be free from recycled or scrap sources or originate from outside of the DRC covered countries. Material that contains conflict minerals that originated in a DRC covered country will be deemed nonconforming and unacceptable.

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