Terms & Conditions of Sale

All sales by Hanna Steel Corporation (“Hanna”) are made subject to the following terms and conditions. Hanna expressly rejects any different or additional terms or conditions contained in any documents submitted by Customer. Hanna’s provision of credit, acceptance of any purchase order and/or sale of any goods are expressly made conditional on Customer’s assent to these terms and conditions. All orders by Customer may be accepted only upon issuance of Hanna’s sales order acknowledgement.

Except as otherwise agreed in a writing signed by Customer and Hanna, the applicable Hanna sales order acknowledgement, together with these terms and conditions constitute the entire agreement between Hanna and Customer relating to the sale of such goods by Hanna. Terms or conditions contained in any document issued by Customer that in any manner purport to alter, modify, change, suspend, or add to any term or condition herein shall be deemed excluded from such Customer document and waived by Customer. Hanna and Customer expressly agree that Hanna may modify these terms and conditions from time to time, and such modifications shall be binding upon Customer.

Customer has the sole responsibility to determine the suitability of the goods described on the face hereof for Customer’s contemplated use. Customer assumes all risk and liability for loss, damage or injury to Customer’s property or persons arising out of the use or possession of the goods.

Customer cannot modify, cancel, or otherwise alter orders without Hanna’s written consent. Any such cancellation, modification, or alteration shall be subject to conditions as negotiated at such time, which shall include protection of Hanna against loss.

Hanna follows the industry standard of billing truck freight at the 40,000 pound minimum. All shipments are F.O. B. Hanna’s shipping facility, freight prepaid or freight collect to destination. If shipped freight prepaid, the charge for freight will be added to the invoice and any increases between the applicable freight rates between the date of the quotation and the time of shipment will result in a corresponding price to be paid by the Customer. Neither freight charges nor tax is subject to any discount.

In addition to the price quoted or invoiced, Customer shall pay any tax, duty, customs or other fee that any Federal, State or local governmental authority imposes on this transaction. Customer shall promptly reimburse Hanna if Hanna is required to pay the same.

Delivery dates are approximate. Hanna shall have no liability for any delays or other failure to perform hereunder due to any cause beyond Hanna’s reasonable control, including, without limitation, acts of Customer, governmental actions or regulation (e.g., governmental actions or regulation imposing tariffs that materially affect the price of steel supplied to Hanna) conditions that make Hanna’s performance economically impractical, mill failures, machinery breakdowns, interruption of supply, fire, explosion, theft, vandalism, flood, war, riot, civil commotion, accident, acts of God, strikes or other labor difficulties, transportation delays, delivery failures, raw material shortages, or inability to obtain necessary labor, fuel, steel or other materials, supplies or power at current prices. If Hanna is unable for any reason to supply the total demands for goods specified in Customer’s order, Hanna may allocate its available supply among any or all buyers on such basis as Hanna may deem fair and practical, without liability for any failure of performance which may result therefrom.

Unless otherwise provided in the Hanna’s sales order acknowledgement, all orders are for shipment within thirty days after placement of finished goods in Hanna’s warehouse ready for shipment. In the event that Customer fails to take shipment within such period, Hanna reserves the right to ship without further notification at any time after the 30-day period, cancel the Customer’s order, or charge the Customer a reasonable storage fee.

This does not apply to customers utilizing Hanna’s VMI inventory system.

The purchase price of the goods shall be as stated on the face of the applicable Hanna sales order acknowledgement; provided, however, that if Hanna announces a general price increase, the purchase price shall be revised to include such price increase. Hanna may in its sole discretion add a surcharge to the price of goods predicated upon increases in the cost of raw materials or energy. Such surcharge may be adjusted by Hanna periodically to reflect a change in such costs.

At Customer’s request, Hanna may, at Hanna’s discretion, furnish technical assistance and information with respect to Hanna’s goods. SUBJECT TO STANDARD MANUFACTURING VARIATIONS, HANNA WARRANTS THE GOODS FURNISHED HEREUNDER SHALL MEET SPECIFICATIONS SET FORTH ON THE FACE OF THE APPLICABLE HANNA SALES ORDER ACKNOWLEDGEMENT. HANNA MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE, WITH RESPECT TO TECHNCIAL ASSISTANCE OR INFORMATION PROVIDED BY HANNA OR HANNA’S PERSONNEL. ANY SUGGESTIONS BY HANNA REGARDING USE, SELECTION, APPLICATION OR SUITABILITY OF GOODS SHALL NOT BE CONSTRUED AS AN EXPRESS OR IMPLIED WARRANTY UNLESS SPECIFICALLY DESIGNATED AS SUCH IN A WRITING SIGNED BY AN OFFICER OF HANNA OR OTHER AUTHORIZED REPRESENTATIVE OF HANNA, and all such advise and information is given and accepted at Customer’s risk.

Claims for breach of warranty, nonconforming goods, errors, shortages, and any other claims of Customer (excluding rust claims) relating to the goods must be made in writing to Hanna within 120 days after the shipping date, and rust claims must be made in writing to Hanna with 30 days after the shipping date. The ticket numbers of all goods alleged to be nonconforming must be supplied with the above notice for the claim to be considered by Hanna. Customer must store goods rejected as nonconforming in a protected (over) area until released by Hanna. Hanna shall be afforded a reasonable opportunity to inspect, investigate, photograph, and evaluate all claims. CUSTOMER’S EXCLUSIVE REMEDY AGAINST HANNA, AND HANNA’S SOLE OBLIGATION, FOR ANY AND ALL CLAIMS, WHETHER FOR BREACH OF CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE SHALL BE LIMITED TO HANNA’S REPLACING GOODS THAT DO NOT CONFORM TO SPECIFICATIONS, OR AT HANNA’S OPTION, REFUNDING THE PURCHASE PRICE. IN NO EVENT SHALL HANNA HAVE ANY LIABILITY FOR DAMAGES IN AN AMOUNT EXCEEDING THE PURCHASE PRICE OF THE GOODS SOLD HEREUNDER, NOR SHALL HANNA HAVE ANY LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES.

Tubing:

Structural tubing conforms to ASTM A500 Grade B in all physical and dimensional tolerances, unless otherwise stated. Mechanical tubing conforms to ASTM A513 in chemistry and dimensional tolerances, unless otherwise stated. Claims for bending/forming problems or failures will not be accepted unless Hanna Steel has reviewed the part to be bent/formed prior to accepting the order and certified the tubing to the required tensile properties, chemical composition limits, and hardness range.

Painted and Dry Lube:

Hanna Steel will provide gage tolerance within ASTM published tolerances on Hot Rolled and Hot Rolled Pickled and Oiled and Cold-Rolled. The camber tolerance on painted coils certified to a 55,000-psi minimum yield or higher will be one inch (1”) in 20; regardless of width. Shape tolerance on painted coils certified to a 55,000-psi minimum yield or higher will be equal to .5” above a flat surface. Hanna Steel will not accept claims on a painted coil unless the amount of defective material exceeds 3% of the weight of a coil If, in Hanna’s opinion, Customer’s credit becomes impaired, Hanna may suspend shipments until such time as Hanna has received full payment for any goods already delivered or in process and is satisfied (in its sole discretion) as to Customer’s credit for future deliveries. If Hanna suspends performance and later proceeds with such order, Hanna shall be entitled to such extension of time for performance as is necessitated by the suspension. Customer represents that by placing its order it is not insolvent as that term is defined in 1-201 (23) of the Uniform Commercial Code, and, should it become insolvent before delivery of the Goods, it will notify Hanna. Failure to notify Hanna shall be deemed to constitute a written representation of Customer’s solvency as of the date of shipment.

Checks or payments, whether full or partial, received from or on the account of Customer, regardless of writings, legends, or notations upon such checks or payments, or regardless of other writings, statements, or documents, shall be applied by Hanna against any amount owing by Customer with full reservation of all of Hanna’s rights, without an accord and satisfaction of Customer’s liability.

Terms of Payment are net cash thirty days from date of invoice. In the event Customer fails to make payment to Hanna of any amounts due and owing to Hanna, Hanna shall have the right to terminate any Customer order or any unfulfilled portion thereof, and Hanna may terminate any other agreement between Hanna and Customer. Hanna may charge interest on the outstanding balance at the rate of 1 ½% per month (18% per year) or the highest rate allowed by law (whichever is less). Hanna shall have the right to employ an attorney to collect the balance due, and Buyer agrees to pay all collection costs incurred by Hanna, including its reasonable attorneys’ fees.

This agreement shall be governed by the laws of the state in which Hanna’s shipping facility is located. Customer, acting for itself and its successors and assigns, hereby expressly and irrevocably consents to the exclusive jurisdiction of the state and federal courts of that state for any litigation which may arise out of or be related to this agreement. Customer waives any objection based on forum non conveniens or any objection to venue of any such action.

Hanna reserves the right to enforce these terms and conditions at any time and none shall be deemed waived unless such waiver is in writing signed by a duly authorized officer of Hanna. All rights and remedies granted herein are in addition to all remedies available at law or in equity.

Any disputes regarding the agreement evidenced by these Terms and applicable Documents shall be submitted to arbitration in Birmingham, Alabama before a single arbitrator under the then pertaining commercial arbitration rules of the American Arbitration Association (“AAA”), and any judgment, order or decision of the arbitrator shall be final, binding and enforceable in any court of competent jurisdiction. The arbitrator shall be chosen by the AAA from a panel of persons knowledgeable in the steel industry. Each party shall bear its own costs and expenses relating to any arbitration, provided, however, that each party shall be responsible for one-half of the arbitration fee.

SUBMISSION BY CUSTOMER OF AN ORDER TO HANNA, OR CUSTOMERS CONTINUING TO ENGAGE IN BUSINESS WITH HANNA AFTER CUSTOMERS RECEIPT OF THESE TERMS AND CONDITIONS OF SALE, SHALL CONSTITUTE CUSTOMER’S AGREEMENT TO THEM.

Terms & Conditions of Purchase

1. NO MODIFICATION. The purchase of goods or services hereunder is expressly conditioned upon Seller's assent to the terms and conditions contained or referred to herein. No terms or conditions which alter or modify in any way any provision hereof shall be binding unless expressly agreed to in a written instrument signed by Buyer’s authorized representative. Buyer objects to any different or additional terms and hereby rejects any and all such terms whether contained in previous or subsequent proposals or communications from Seller. Any shipment or delivery by Seller of goods or provision of services purchased hereunder constitutes acceptance of these terms and conditions.

2. WARRANTIES. Seller expressly agrees and warrants that all goods purchased by Buyer pursuant to this order (a) shall be merchantable, (b) if Seller has reason to know the particular purpose for which the goods are required and that Buyer is relying upon Seller’s skill or judgment to select or furnish suitable goods, shall be fit for such purpose, and (c) shall conform to all specifications contained in, or incorporated by reference into, this order. Seller expressly agrees and warrants that all services purchased by Buyer pursuant to this order shall be performed in a good and workmanlike manner and in accordance with any specifications provided by Buyer and all applicable industry standards. Such warranties shall survive delivery and shall not be deemed waived either by reason of Buyer’s acceptance of said goods or services or by payment thereof. Seller shall be liable to Buyer for any and all claims, including all incidental and consequential damages, resulting from a breach of any of said warranties.

3. QUANTITIES. The specific quantity ordered must be delivered in full and cannot be changed without Buyer’s consent in writing. Any unauthorized quantity is subject to Buyer’s rejection and return at Seller’s expense and risk.

4. PRICE. If price is not stated in this order, it is agreed that the purchase price shall be the lower of (a) the last quoted or last invoiced price from Seller to Buyer, whichever is lower, or (b) the prevailing market price at the time of contracting or at the time of shipment, whichever is lower.

5. EXTRA CHARGE. No additional charges of any kind, including charges for boxing, packing, cartage or other extras, will be allowed unless specifically agreed to in writing in advance by Buyer.

6. SHIPMENT. If the goods are not shipped in accordance with Buyer’s direction and the instructions set out in this order, Seller shall pay to Buyer any excess costs occasioned thereby.

7. INSPECTION AND ACCEPTANCE. All goods sold hereunder are subject to Buyer’s right of inspection and rejection. Inspection shall occur at the place of delivery specified on the face of this purchase order, if practicable; however, defects or nonconformities not reasonably detectable by Buyer’s inspection upon delivery are not waived, and Buyer retains the right to reject goods with such defects or nonconformities or to revoke its acceptance of such goods upon discovery of such conditions. Defective goods or goods not in accordance with Buyer’s specifications will be held for Seller’s instruction, at Seller’s risk; and, if Seller so directs, will be returned at Seller’s expense. If inspection discloses that part of the goods received are not in accordance with Buyer’s specifications, Buyer shall have the right to cancel any unshipped portion of the order. Payment for goods covered by this order prior to inspection shall not constitute acceptance thereof and is without prejudice to any and all claims that Buyer may have against Seller arising out of defects or nonconformities in the goods.

8. SPECIFICATIONS. If Buyer has provided Seller with written specifications for any goods or services purchased hereunder, such specifications are incorporated by reference herein, and failure of said goods or services to meet such specifications shall constitute a nonconformity with this order.

9. TAXES. Unless otherwise stated, the prices stated in this order do not include sales, use, excise and similar taxes applicable to the goods or services furnished hereunder or the materials used in the manufacture thereof. All such taxes and charges shall be shown separately on Seller’s invoice.

10. CANCELLATION FOR BREACH. Buyer reserves the right to cancel all or any part of this order, without liability to Seller, if Seller (a) repudiates or breaches any of the terms of this order, including Seller’s warranties, (b) fails to timely deliver goods or perform services as specified by Buyer, time being of the essence, or (c) fails to make progress so as to endanger timely and proper delivery of goods or performance of services.

11. TERMINATION. In addition to any other rights of Buyer to cancel or terminate this order, Buyer, at its sole option, may immediately terminate all or any part of this order, at any time and for any reason, by giving written notice to Seller. Upon such termination, Buyer shall pay to Seller (a) the order price for all goods or services which have been completed in accordance with this order and not previously paid for, less(b) the reasonable cost of (i) any such goods or services used or sold by Seller with Buyer’s written consent, and (ii) any damaged or destroyed goods. Buyer will make no payments for finished goods manufactured, or procured by Seller in amounts in excess of those authorized for delivery to Buyer nor for any undelivered goods which are in Seller’s standard stock or which are readily marketable. Except as provided in this paragraph, Buyer shall not be liable for and shall not be required to make payments to Seller as the result of Buyer’s termination of this order. Within sixty (60) days from the effective date of termination, Seller shall submit a comprehensive termination claim to Buyer, with supporting data attached, and shall thereafter promptly furnish such supplemental information as Buyer shall reasonably request. Buyer, or its agents, shall have the right to audit and examine all books, records, facilities, work, material, inventories and other items relating to any termination claim of Seller.

12. ASSIGNMENT. This order may not be assigned by Seller without Buyer’s prior written consent.

13. REMEDIES. No remedy herein provided shall be deemed exclusive of any other remedy allowed by law.

14. APPLICABLE LAW. This order and the contract of purchase for the goods or services covered hereby shall be governed by and construed in accordance with the laws of the State of Alabama.

15. ARBITRATION. At Buyer’s sole option, any controversy or claim arising out of or relating to this order or the contract of purchase for the goods or services covered hereby shall be submitted by the parties hereto to arbitration in Birmingham, Alabama, in accordance with the rules of the American Arbitration Association. Judgment upon any award rendered in such proceedings may be entered in any court having jurisdiction thereof, and the parties hereto submit to the jurisdiction of all State and federal courts located in Birmingham, Alabama.

16. COMPLIANCE WITH LAWS. Seller agrees that in the performance of this order it will comply with, and it will assure that its suppliers comply with, all applicable federal, state, local or foreign laws, statutes, rules, regulations and orders, and the same are expressly incorporated in this order by this reference, and Seller shall indemnify and hold Buyer harmless from any loss, damage and/or expense, including attorney’s fees, incurred by Buyer as the result of the noncompliance therewith.

17. LITIGATION AND ATTORNEY’S FEES. Unless Buyer elects arbitration pursuant to paragraph 15, any litigation concerning the purchase of goods or services hereunder shall be brought in the United States District Court for the Northern District of Alabama, or, if subject matter jurisdiction is lacking therein, in the Circuit Court of Jefferson County, Alabama, which court shall have exclusive jurisdiction over and venue for any such litigation. Seller and Buyer hereby expressly consent to the jurisdiction and venue of said Court. In any litigation or arbitration arising out of or based upon the purchase of goods or services hereunder, the prevailing party shall be entitled to recover its reasonable cost of litigation or arbitration, including its reasonable attorney’s fees, from the nonprevailing party, not to exceed the amount allowed by any applicable statue.

18. INCORPORATION OF TERMS. If Seller is subject to those laws enforced by the Office of Federal Contract Compliance Programs, Seller agrees to comply with all requirements of 41 CFR 60-1.4(3)(1-7;41 CFR 60-250.4; and 41 CFR 60-741.4, which regulations likewise are expressly incorporated in this order by this reference as if fully set forth herein. Seller shall indemnify and hold Buyer harmless from any loss, damage and/or expense, including attorney’s fees, incurred by Buyer as the result of any inaccuracy in Seller’s representations or certifications, or Seller’s or Seller’s subcontractors’ breach of the agreements and required contract clauses incorporated herein by this paragraph 18.