CONDITIONS OF SALE

The following terms and conditions of sale are hereby incorporated into the Sales Agreement (the "Sales Confirmation") provided to you (the "Purchaser") by International Metal Supply, LLC, a Delaware limited liability company, having its principal place of business at 3995 Medina Road, Suite 200, Medina, OH 44256 ("IMS"), with respect to the sale by IMS to you, the Purchaser, of the products identified therein (the "Products").  All purchases of Products from IMS, whether identified in the Sales Confirmation or otherwise, are subject to the following:

1.           General.  These General Conditions of Sale, together with any nonconflicting provisions of the Sales Confirmation (collectively, the "Agreement"), are intended by the parties as the final expression, and contain the complete and exclusive statement, of the terms and conditions UPON WHICH IMS SHALL SELL TO THE PURCHASER, AND THE PURCHASER SHALL PURCHASE FROM IMS, THE PRODUCTS, AND supersedes all previous or simultaneous communications either oral or written.  No other terms or conditions, except those set out in the Agreement shall apply between IMS and the Purchaser, unless expressly agreed to otherwise in writing (e-mail or any other electronic messaging shall not be "in writing" for this purpose).  In no event shall IMS be bound by the terms and conditions (including general terms and conditions) issued by the Purchaser, regardless of whether (i) such terms and conditions are ordinarily used by the Purchaser in the course of its dealings, (ii) such terms have been proposed prior to or after the date of issuance of the Agreement (including, for the avoidance of doubt, in any purchase order sent or issued by the Purchaser), or (iii) any of such terms and conditions being standard or similar to the terms of the Agreement.  IMS's Sales Confirmation are offers which may only be accepted in full.  If Purchaser's order or other form states terms additional to or different from those set forth herein, this writing shall be deemed notification of objection to such additional or different terms. 

2.           Acceptance.  This Agreement, in particular the terms contained on the face of the Sales Confirmation, is conditioned on Purchaser's acceptance and assent to the terms and conditions contained herein.  Purchaser's acceptance of this Agreement shall be deemed to have occurred at the earliest of (i) Purchaser's acceptance of the Sales Confirmation, (ii) 7 days from the date specified on the Sales Confirmation unless written objection from the Purchaser is received by IMS during such 7 day period, or (iii) Purchaser's acceptance of delivery of, or payment for, the Products irrespective of any terms added or deleted by Purchaser.  Where Products are being ordered or delivered in instalments pursuant to orders, call-offs or releases submitted by the Purchaser to IMS, each order, call-off or release shall constitute a separate Agreement, subject to the terms and conditions set forth herein, and IMS may exercise any rights and remedies provided for herein with respect to a specific order, call-off or release or with respect to the entire Agreement.

3.           Price.  Unless otherwise expressly stated on the face of the Agreement, all prices for the Products are in US Dollars net the applicable incoterms, place of delivery or destination (INCOTERMS 2010) identified in the applicable Sales Confirmation, order, call-off or release, with freight and insurance for the account of the Party as per the applicable incoterms (INCOTERMS 2010).  Prices do not include any duties, taxes, tariffs, or other charges ("Charges"), which Charges may be imposed upon the sale or use of the Products.  All Charges paid by IMS in connection with the sale of the Products to Purchaser shall be for Purchaser's account.  Any claim for exemption from Charges by Purchaser must be plainly designated on the face of the order, call-off or release submitted by Purchaser to IMS, and reflected by IMS in the Sales Confirmation, and accompanied by all required exemption certificates prior to acceptance of this Agreement by Purchaser. 

4.           Payment.  Unless otherwise stated in the Sales Confirmation, payments are due net 30 days from the date of the Sales Confirmation, in cash via wire transfer, cheque or electronic funds transfer in accordance with the instructions provided by IMS, without deductions or set-off.   In the event that IMS determines, in its sole and absolute discretion, at any time prior to or following commencement of its performance hereunder that the Purchaser is not credit worthy, credit insurance cover in respect of the Purchaser has been cancelled (or IMS is unable to obtain credit insurance cover, or such credit insurance cover has been reduced by IMS' insurer) or the Purchaser is unable to pay its debts as they fall due, IMS may (i) require payments to be made by cash in advance of shipment, or (ii) refuse shipment of the Products that are the subject of the Sales Confirmation and terminate this Agreement without any liability to the Purchaser.  If payment is not made when due, IMS may suspend all future delivery or other performance with respect to Purchaser, whether under this Agreement or any other order or agreement between the parties, without liability or penalty.  In addition to all other sums payable hereunder, the Purchaser shall pay to IMS interest on all amounts unpaid after the payment date therefor, charged at a rate of 8% per annum or the highest rate permitted by law, whichever is lower.

5.           Shipment.  Shipment and delivery of the Products shall be based on the applicable INCOTERMS 2010 stated in the Sales Confirmation.  All shipment, insurance or similar charges shall be borne by the relevant party in accordance with INCOTERMS 2010. 

6.           Weight Tolerance.  Unless otherwise agreed in a Sales Confirmation, Purchaser acknowledges and agrees that the delivered quantity of the Products may vary by +/- 5% of the quantity of the Products specified on the Sales Confirmation, and such overages or shortages are acceptable and shall not permit Purchaser to refuse delivery of the Products, claim that non-conforming Products have been delivered, terminate the Agreement or set-off amounts invoiced by IMS to Purchaser for the Products. 

7.           Weight of Products.  IMS shall provide to the Purchaser written details of the weight of the vehicle transporting the Product at a weighbridge at the warehouse where the Products are stored by or on behalf of IMS.   The weight of the delivered quantity of the Product to the Purchaser shall be taken to be the difference between the “gross” and “tare” weights of such vehicle, which, subject to Section 8 below, shall be final and binding on IMS and Purchaser.  IMS' certificate as to the quality/specification and size of the Product shall be final and binding on IMS and the Purchaser.

8.           Inspection.  Within 5 business days of receipt, Purchaser shall have the right to inspect, weigh and analyze the Products, at Purchaser's sole cost and expense, and IMS shall have the right to be present at the conduct of such inspection or weighing.  Unless Purchaser notifies IMS in writing of any nonconformities within 20 business days of receipt, Purchaser shall be deemed to have accepted the Products without qualification, and cannot, thereafter, reject any Products.  Once used, Products are deemed to be fully conforming to this Agreement.  If Purchaser's inspection, weighing or analysis of the Products identifies a difference of less than +/-1% in the weight of the delivered quantity of the Product as compared to the quantity identified in the Certificate of Weight delivered by IMS to Purchaser in connection with the applicable Sales Confirmation, or a discrepancy in the Cr content of the Product of up to +/-0.5% from that specified in the Sales Confirmation delivered by IMS to Purchaser in connection with the applicable Sales Confirmation, the quantity or Cr content, as applicable, identified on the Sales Confirmation shall be final and binding on Purchaser and IMS.

If, as a result of an inspection, weighing or analyzing, Purchaser believes that the delivered quantity of the Products exceeds +/-1% of the quantity advised by IMS, or exceeds +/-0.5% of Cr content from that specified in the Sales Confirmation, and Purchaser notifies IMS in writing of such issue within 20 business days after receipt of the Products, Purchaser shall give IMS' personnel such reasonable access to the location of the alleged nonconforming Products for purposes of verifying such nonconformity.  If Purchaser and IMS are unable to resolve the issues identified in Purchaser's written notice within 14 business days after IMS' receipt of such written notice, Purchaser and IMS shall appoint a mutually agreed upon independent surveyor (the "Surveyor") to weigh, test and/or sample the Products to confirm whether the matters identified in the Purchaser's written notice are correct. 

The Surveyor will sample, analyze and supervise the weighing of the Products in accordance with applicable ISO standards and shall present its results to both Purchaser and IMS, which, in the absence of manifest error, shall be final and binding on both Parties.  In case the Surveyor has to perform its activity at the Purchaser’s premises, the Purchaser shall allow the Surveyor reasonable access to the Products as may be necessary to enable the Surveyor to conduct the representative sample.  All costs pertaining to the engagement of the Surveyor shall be borne by the party whose quantity or content was furthest from the result of the Surveyor (taking into account the allowances in quantity and content specified in this Section 8).  If the Surveyor’s result is the exact mean of the parties’ advised weight and/or content values, then the Surveyor's costs shall be shared equally between the parties.

9.           Time is not of the essence.  All delivery information (including time for shipment) is approximate and, unless the Purchaser specifically notifies IMS thereof in writing with respect to a specific delivery, the Purchaser acknowledges that any delivery date is not intended to be of the essence.

10.         Force Majeure.  Either Party shall not be liable to the other for any delay or failure of performance herewith caused by or resulting from events beyond the reasonable control of the affected Party (the “Affected Party”), including but not limited to strikes, fires, floods, wars, riots, sanctions, loss or destruction of the Products, non-availability (for any reason) of transportation facilities, (only for IMS) failure by the producer of the Products to deliver the Products to IMS, or without limitation, any other cause beyond the control of the Affected Party, whether similar or dissimilar to the causes enumerated (each, an "Event of Force Majeure").  The Affected Party shall as soon as reasonably practicable after the start of an Event of Force Majeure notify the other Party thereof. If the performance of its obligation(s) hereunder is prevented to the Affected Party for more than 3 (three) months, the other Party shall have the right to terminate the Agreement by written notice to the Affected Party. Provided that if the Affected Party has complied with its obligation to notify the other Party of the Event of Force Majeure, the Affected Party shall not be in breach of its obligations under the Agreement or otherwise liable for any such failure or delay in the performance of such obligations.

11.         LIMITATION OF LIABILITY.  NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES, INCLUDING, WITHOUT LIMITATION, ANY LOSS OF REVENUE, LOSS OF PROFIT, LOSS OF SAVINGS, LOSS OF SALES, LOSS OF CONTRACT, IN EACH CASE ARISING OUT OF OR IN CONNECTION WITH ANY BREACH OF THE AGREEMENT.

NOTWITHSTANDING THE FOREGOING, IMS' TOTAL LIABILITY HEREUNDER FROM ANY CAUSE WHATSOEVER (EXCEPT LIABILITY FROM PERSONAL INJURY CAUSED BY IMS' NEGLIGENCE), WHETHER ARISING UNDER CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, PRODUCTS LIABILITY OR ANY OTHER THEORY OF LIABILITY, WILL BE LIMITED TO THE LESSER OF PURCHASER'S ACTUAL DAMAGES OR THE PRICE PAID TO IMS FOR THE PRODUCTS THAT ARE THE SUBJECT OF PURCHASER'S CLAIM.  ALL CLAIMS AGAINST IMS MUST BE BROUGHT WITHIN ONE YEAR AFTER THE CAUSE OF ACTION ARISES, AND PURCHASER EXPRESSLY WAIVES ANY LONGER STATUTE OF LIMITATIONS.

12.         Warranty; Limitation.  Subject to the warranty limitation set forth in this Section 8, IMS warrants that the Products when delivered to Purchaser will substantially conform to the specifications set forth in the Sales Confirmation (subject to the allowances identified in Sections 6 and 8 above).  THE WARRANTY SET FORTH IN THIS SECTION 12 IS STRICTLY LIMITED TO ITS TERMS AND IS IN LIEU OF ALL OTHER WARRANTIES, GUARANTEES, EXPRESS OR IMPLIED, ARISING BY OPERATION OF LAW, COURSE OF DEALING, USAGE OF TRADE OR OTHERWISE, SPECIFICALLY EXCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

13.         Remedy.  Purchaser's sole and exclusive remedy, and IMS' only obligation for breach of the express warranty hereunder, shall be, at IMS' option in its sole discretion, to either (i) grant a discretionary discount to the price of the Products, or (ii) replace the unused Product which fails to satisfy the warranty in Section 12 or fails to conform to the specifications set forth in the applicable Sales Confirmation, free of charge, provided that Purchaser promptly notifies IMS of such failure within the periods specified in the Agreement.  IMS' personnel must be granted access to inspect the unused Products claimed to be defective at the site of their location or use, if access is not so granted any claim by the Purchaser shall be null and void.  Purchaser acknowledges that such exclusive remedy is an essential term in the bargain represented by Purchaser's order of the Products to which this Agreement is attached and that such remedy shall, in view of the consideration paid to IMS, operate as a full satisfaction to Purchaser for any and all claims related thereto.  Purchaser further acknowledges that if a court of competent jurisdiction rules this exclusive remedy does not give Purchaser the benefit of its bargain or that such exclusive remedy fails for any reason, then any such ruling with regard to such exclusive remedy or any such failure of such exclusive remedy shall not affect or modify in any way any limitation or exclusion of warranties, and all such limitations and exclusions shall continue in full force and effect.

14.         Title and Security Interest.  As collateral security for the payment of the purchase price of the Products, the Purchaser, at IMS’ request, shall pledge and grant to and shall create in favor of IMS, a lien on and a first priority purchase money security interest in and to all of the right, title and interest of the Purchaser in, to and under the Products (or the equivalent under Purchaser's local law) wherever located, and whether now existing or hereafter arising or acquired from time to time, and in all accessions thereto and replacements or modifications thereof, as well as all proceeds (including insurance proceeds) from the sale thereof, until full payment is received.  Purchaser agrees to sign upon request, and if requested by IMS shall authorize IMS to sign on its behalf and as its attorney in fact, any documents necessary to perfect IMS's security interest.  Upon resale, Purchaser agrees to take, and immediately assign to IMS, a perfected security interest in the Products.  The security interest granted under this provision constitutes a purchase money security interest under the Ohio Uniform Commercial Code.  The Purchaser shall keep the Products separate from any other material or products of the Purchaser or of any third parties, properly stored (at no cost to IMS), protected and, if requested by IMS in writing, identified by signs as the IMS' property.  The Purchaser shall not be entitled to sell or otherwise dispose of the Products except for its own consumption in its own production process.  Upon any default or breach by Purchaser of this Agreement or any other contract or agreement between IMS and Purchaser, IMS shall be entitled to enter upon any premises where the Products are stored and may repossess same.  The Purchaser shall indemnify IMS against any loss or damage to the Products until the consigned Products are withdrawn by the Purchaser for its own consumption whether or not caused by any risks against which the Products may be insured.  The Purchaser may not return the Products for credit or any other consideration.

15.         Exports; Anti-bribery / Anti-corruption Compliance.  Both Parties warrant that it are and will remain in compliance with all export and reexport requirements, laws and regulations of the United States of America and any other applicable export and reexport laws and regulations.  Both Parties and their representatives are in compliance with the Foreign Corrupt Practices Act of 1977, as amended ("FCPA").  Neither the Parties nor any of their representatives have: (i) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity or to influence official action; (ii) made any direct or indirect unlawful payment to any foreign or domestic government official or employee from corporate funds; (iii) made any bribe, rebate, payoff, influence payment, kickback or other unlawful payment; or (iv) failed to disclose fully any contribution or payment made hereunder (or made by any person acting on behalf of the Purchaser to IMS, of which Purchaser is aware) that violates the FCPA.

16.         Governing Law; Venue.  This Agreement is made under, and for all purposes shall be construed and enforced in accordance with and governed by, the laws of the State of Ohio, excluding (i) its conflict of laws provisions and (ii) the United Nations Convention for the International Sale of Goods.  All actions arising hereunder shall be instituted in the state or federal courts located in or having jurisdiction over Ohio.

17.         Miscellaneous.  This Agreement cannot be waived, varied, modified or amended in any manner (including subsequent conduct between the parties) except in a writing signed by IMS.  Any portion determined by a court of competent jurisdiction to be invalid or unenforceable shall be struck and the remainder of this Agreement shall continue to be effective and binding.  The Purchaser shall not be permitted to assign this Agreement or delegate the performance of any of its obligations hereunder without the prior written consent of IMS.  This Agreement shall bind and inure to the benefit of the parties and their respective successors and permitted assigns.  IMS' failure to insist on strict performance of this Agreement or to enforce a default upon the occurrence of any single, repeated, or continuing violation of any particular term or condition hereof, shall not be considered a waiver of IMS' right to insist on strict performance of this Agreement or to enforce a default with respect to the violation of any other term or condition or, at any later time or upon any subsequent occurrence, with respect to that particular term or condition.

18.         Nondisclosure.  Purchaser acknowledges that the information contained on IMS' Sales Confirmation relative to the price for the Products and such other terms of sale of the Products is confidential and proprietary to IMS, and Purchaser shall not disclose any of such terms or information to any other party without the prior express written consent of IMS.