Combined Metals Company LLC

TERMS AND CONDITIONS OF PURCHASE

1. INVOICING: Invoices not rendered in accordance with instructions will be returned and discount rate will be based upon the date the corrected invoice is received by Buyer.

2. DISCOUNT POLICY: Buyer will compute discount periods, as commencing on the later or (i) the invoice date or (ii) the date the invoice was received by Buyer.

3. PACKING: All goods shall be shipped fully assembled (or where not practicable to do so; as completely assembled as permitted by the carrier), suitably packed and accompanied by packing list.  Cartons containing packing lists must be as marked.  Uncrated or bundled goods must be tagged with waterproof tags.

4. IDENTIFICATION; SHIPPING NOTICES: Show purchase order number, item number and item commodity code on all invoices, bills of lading, packages and pieces.

5. ADDITIONAL CHARGES: No additional charges of any kind including changes for packing or transport will be allowed unless arranged for and agreed to in writing by Buyer at time of purchase.

6. MODIFICATION OF TERMS: The Purchase Order is expressly subject to, and Seller’s acceptance is expressly conditioned upon Seller’s agreement to each, and all of the terms and conditions contained on the face and reverse side hereof.  No addition to or modification of the terms and conditions hereof shall be binding upon Buyer and no goods or services shall be substituted for those specified herein except upon the written consent or instructions of the Buyer. Where Seller’s quotation, order acknowledgment invoice or other correspondence contains terms or conditions in conflict with, or in addition to the Buyer’s terms and conditions, nether acceptance by Buyer of the goods and services nor payment therefore shall constitute a waiver by Buyer of any of the terms and conditions contained herein or assent to any other conditions. This order shall constitute the entire contract between the parties, and it may not be amended, modified, or terminated orally by Seller. The contract resulting from the acceptance of this order shall be governed by the laws of the State of Illinois.

7. NONCONFORMING GOODS: All goods received shall be subject to Buyer’s right of inspection and rejection. Excess of defective goods or goods not in accordance with Buyer’s specifications will be held for disposition in accordance with Seller’s instructions at Seller’s risk and expenses and if the Seller directs will be returned at Seller’s expense.  Returned goods may be replaced by Seller only upon Buyer’s formal purchase order placed by the Buyer. If inspection disclosed that a portion of the goods received are not in accordance with the specification or descriptions hereof, Buyer shall have the right to cancel any unshipped portion of this order.  Payment for goods or services furnished or performed pursuant to this order shall not constitute acceptance thereof by Buyer and such payments hall be deemed to have been made without prejudice to any and all claims the Buyer may have against the Seller.

8. WARRANTY AND PRODUCTS LIABILITY: Seller warrants for eighteen months that all materials covered by this order conform to the blueprints, specifications, samples, or instructions issued in connection herewith and that such materials are of first-class material and workmanship free from defects and suitable for the purpose intended.  In the event replacement of goods or material becomes necessary under this provision, Seller shall pay all shipping and delivery costs as well as any in and out cost incurred by Buyer relative to such replacement.  The Seller agrees to defend, indemnify, and hold harmless the Buyer and its employees from and against any and all products liability claims and all other liabilities whatsoever for damages, injures, legal fees and other expenses incurred or suffered by the Buyer or its employees resulting in whole or in past from defected material, workmanship, or quality in such materials.  Such warranties and remedies provided herein shall survive delivery, shall not be defined waived either by reason of acceptance or payment and shall be in addition to those implied by or available at law.

9. DELAYS AND FORCE MAJEURE: Shipment and delivery dates specified are of the essence of that purchase order.  However, Seller shall not be liable for delays in the manufacture or delivery of goods and services and Buyer shall not be liable to accept any part of such goods and services to the extent that such delays are due to causes such as acts of God, acts of civil or military authorities, governmental priorities, fire, floods, epidemics, war, riot, or a contingency the nonoccurrence of which was an assumption on which this purchase order was made, provided Seller uses its best efforts to remedy the situation and first allocates all available production and deliveries to Buyer, and provided further that Seller has notified Buyer promptly (but in any event within seven calendar days) of the occurrence which causes such delay.

10. ADVERTISING: Seller may not without written consent of the Buyer, advertise or publish in any manner the fact that Seller has furnished or contracted to furnish the materials or services specified.

11. CONFIDENTIAL RELATIONS: Seller shall treat as confidential all information specifications, drawings, blueprints, data, and property furnished or paid for by Buyer and shall reveal the same only to its own employees to the extent necessary for the production of goods described in this purchase order.

12. REMEDIES: Buyer’s remedies reserved in this purchase order shall be cumulative and additional to any other or further remedies provided in law or equity in this purchase order.  No waiver of any branch of any provisions of this purchase order shall constitute a waiver of any other breach, or of such provision.

13. BUYER’S PROPERTY: Unless otherwise agreed in writing, all supplies, material, tools and equipment of every description, furnished or paid for by Buyer shall remain the property stored and maintained by Seller on its premises, separate and apart from Sellers property or that of any third party, it shall be marked “Property of Elgiloy Limited Partnership” by Seller and shall not be used except for work performed for Buyer. Seller shall bear the risk of loss or damage to such property and shall at its expense insure all such property for the replacement value thereof against loss or damage of any kind with loss payable to Buyer. Immediately, upon Buyer’s request, such property shall be property prepared for shipment as specified by Buyer and delivered in good condition, except for normal wear and tear to Buyer f.o.b. Seller’s plant.

14. COMPLIANCE WITH LAWS: All goods and services furnished shall conform to the requirements of all applicable federal state laws and regulation, local and municipal ordinances and the regulations of any agency or public authority having jurisdiction over the performance of any services hereunder or the manufacture, delivery or installation of any goods required to be manufactured delivered or installed hereunder. Seller further agrees to comply with Fair Labor Standards Act, as amended, the Occupational Salary and Health Act, as amended, and the Equal Opportunity Provision of Executive Order 11246, as amended. The Seller agrees to defend, protect, indemnify, and hold the Buyer harmless against any and all suits and any damages, claims, demands, fines, penalties, legal fees, and expenses out of Seller’s violation of such laws, rules, regulations, and ordinances.  The performance of any work or the furnishing of any materials under this order shall constitute the Seller’s warranty to the Buyer that the Seller has complied with all such laws, rules, regulations, and ordinances. Acceptance of this purchase order by Seller shall constitute certification to Buyer that prices charged hereunder will not exceed any applicable legal price ceiling.

15. PERSONAL INJURY, DEATH AND PROPERTY DAMAGE: Seller shall indemnify Buyer against and hold Buyer harmless from any losses, claims, damages, liabilities, whether joint or several, and expenses o any kind or nature whatsoever, including legal fees, which may arise out of, result from or be incurred in connection with Seller’s performance of its obligations under this Contract (including, without limiting the generality of the foregoing, looses, claims, damages and liabilities, whether join, or several, with respect to employees or agents of Seller, Seller’s subcontractors, their employees or agents) to which Buyer may become subject, including, but not limited to, 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, in the event Buyers machinery or equipment is used by Seller or its subcontractors in the performance of any work that is required under the Contract, such machinery or equipment shall be considered as being within the sole custody and control of Seller during the periods of such use by Seller, and if any person in the employ of Buyer is used to operate such machinery or equipment during the period of such use, for the purposes of this section, such person shall be deemed during such period of operation to be an employee or agent of Seller.

16. INSURANCE: Where fulfillment of this purchase order requires Seller to perform work on Buyer’s premises, Seller shall procure at its own cost and keep enforced the following insurance, satisfactory to Buyer as to form and limits of liability until completion and final payment hereunder.

a. Workers’ Compensation insurance, as required by the Workers Compensation laws of the state in which the work is being performed: and

b. Public liability and property damage insurance, including contractual liability insurance as required to cover liabilities assumed in paragraph 15 and automobile liability and property damage insurance if automobiles, trucks, trailers, or other vehicles are to be used.

Prior to the commencement of any work hereunder, evidence of such insurance in policy or contracts form, shall be deposited with the Buyer. Where any part of this purchase order is performed by a subcontractor of Seller, evidence of such insurance on behalf of such subcontractor similarly shall be provided by Seller to Buyer.

17. LIENS AND CLAIMS: Seller shall pay promptly all claims and demands for all labor performed and for machinery or any other material or equipment furnished in this performance of the work contemplated by the purchase order and shall fully protect and indemnify Buyer against all such claims and against any and all claims or debits on account of which liens might be obtained.  Seller also shall indemnify Buyer against court case and legal fees incurred or sustained by Buyer by reason of such claims, debits, or liens. Buyer as a result of work performed or materials furnished by Seller hereunder and in such cases to use sums otherwise payable by Buyer to Seller hereunder.  Should these prove to be any such liens, claims or suits after final payment has been made by Buyer, Seller, expressly agrees to reimburse Seller for any amounts that Seller may be compelled to pay in satisfaction thereof, including all costs and legal fees.

18. PATENTS: Seller warrants that the manufacture, sale or use by Buyer or any materials covered by this order does not and will not infringe or contribute to infringement upon any United States or foreign letters patent and Seller agrees to defend, protect, indemnify and save harmless the Buyer, its successors, assigns, customers and users or its products, against any claim or demand based on such infringement or alleged infringement and, after notice, to appear and defend at the Seller’s own expense any suites at law or inequity arising therefrom.  Buyer may be represented in any such suits, actions or legal proceedings by council of its own selection.  If such materials are protected by one or more patents and decree or judgment be entered in a court of competent jurisdiction holding any such patent or its claim invalid, or so limited in scope as to impair its protection commercially, the Contract resulting from the acceptance of this order may forthwith be canceled by Buyer.

19. AUDIT RIGHTS AND TIME AND MATERIAL WORK: Where the purchase once hereunder is to be determined by Seller’s time or cost of material or otherwise from records to be maintained by Seller, the Seller will retain all records necessary for such determination for a period of at least two years after the completion of the purchase order and will permit Buyer access thereto upon two days’ notice during regular business hours for the purpose of audit of those records

20. PRICING ESCALATION: Unless escalation terms are specifically on face hereof, no escalation will be applicable to this purchase order.

21. ASSIGNMENT: Seller shall not assign this purchase order or any interest herein or any payments due or to become due hereunder without the written consent of Buyer.  Any assignment or attempted assignment without Buyers written consent shall entitle Buyer to withhold payment until Buyer has determined to whom such funds are payable ant that Buyer is fully protected from any conflicting claims of Seller, Seller’s assignee or any third party and from any loss or expense in connection therewith.  Buyer may assert any counterclaim or setoff which Buyer may have against Seller against any assignee, whether or not such counterclaim or setoff arose under or with respect to this purchase order.

22. TERMINATION: Buyer may terminate this order in whole or in part for any reason by notice to Seller.  Upon such termination, charges shall be limited to the value of goods completed and services rendered on the care of termination.  Buyer shall not be liable under this paragraph to pay for goods completed more than thirty (30) days in advance to scheduled delivery.  Cancellation charges shall include the costs incurred by Seller prior to the notification, of termination in anticipation of performing warranted work less expenses saved and with due credit for precedes of resale.  Provided however, Buyer shall have no liability whatsoever for goods which are Seller’s standard stock.  No such termination shall relieve Seller of any of its obligations for any goods delivered or services rendered hereunder, in no event shall Buyer be liable for anticipated profits or for incidental or consequential damages, nor for damages due to negligence.  Seller shall submit to Buyer a termination claim, in the form specified by Buyer setting forth the amounts proposed to be due to Seller within thirty (30) day s of the termination date, or Buyer may independently determine the amount due, if any, according to generally acceptable accounting principles and such determination shall be final and binding on Seller, in any event.  Buyer shall not be liable for any termination claims submitted more than sixty (60) days from date of termination.

23. DEFAULT: Buyer may cancel this Contract, in whole or in part in the event of Seller’s default.  Such cancellation by Buyer shall be notice to Seller and shall be effective upon communication of such notice, verbally or in writing, in addition to nonperformance, default is considered to exits.  If Seller shall make an assignment of payment for the benefit of creditors, or if Seller has a receiver or trustee of its assets appointed.

24. COMPLETE AGREEMENT: The purchase order, together with any other documents incorporated herein by reference constitutes the sole and entire agreement between Buyer and Seller with respect to the subject matter hereof superseding completely any oral or written communications unless the terms thereof are expressly incorporated in Buyer’s purchase order change notification.  Where Seller’s quotation is referred to herein, such quotation is incorporated in this purchase order only to the extent or specifying the nature or description of the goods ordered and then only to the extent such terms are consistent with the other terms herein.

25. SEVERABILITY: If any term, clause, or provision of this order is in violation of any applicable law, such term, clause, or provision shall to such extent be deemed null and void, and the remainder of this order shall remain in full force and effect in addition, no waiver of any breach of any provision hereof shall constitute a waiver of any breach or of such provision.