CAI Custom Alloys, Inc

We are processing and interested in alloys of Ni, NiCo, NiCu, Co, stainless, tool steel and tungsten, as well as raw materials and metals such as Ni, Co, W, Mo, Ta, Nb, Cr, Zr, Ti, etc. We are also interested in Ni, NiCo, Co, Mo, and W refinery solids, turnings and grindings, as well as off grade alloys and metals. TERMS OF SALE Terms and Conditions. These Terms of Sale, together with any sales order and/or invoice (“Sales Order” and withthe Terms of Sale, “Agreement”) provided by Custom Alloys, Inc. (“CAI”) to any customer of CAI (“Buyer”), govern allsales of metal alloy, scrap, products, supplies, goods, and/or materials (collectively, “Goods”) by CAI. IT IS AGREEDTHAT THESE TERMS OF SALE SHALL GOVERN ALL SALES BY CAI TO BUYER. Any additional or different termsproposed by Buyer in any form are hereby rejected, and CAI’s receipt of documents from Buyer, or CAI’s delivery ofthe Goods, does not constitute acceptance of any terms or conditions different from this Agreement. This Agreementconstitutes the entire agreement between CAI and Buyer regarding the sale of the applicable Goods and supersedesall prior oral and written understandings, representations, and correspondence between CAI and Buyer, express orimplied. Any modifications or waivers to this Agreement must be agreed to in writing by CAI and Buyer.Shipment and Delivery. All Goods shipped under this Agreement are subject to CAI’s usual tolerances with respectto quality and quantity. Unless otherwise agreed to by CAI in writing, all shipments of the Goods in the United Statesare delivered CAI’s location, and Buyer is responsible for all shipping costs and insurance. If a Sales Orderspecifically states that shipping is delivered Buyer’s location in the United States, CAI will be responsible for shippingand insurance. Unless otherwise agreed to by CAI in writing, all shipments outside of the United States are EXW (ExWorks) CAI’s location (INCOTERMS 2010), as applicable. The delivery dates specified in this Agreement areestimates only and CAI’s failure to meet the same will not be deemed a breach of this Agreement.Inspection. Buyer must inspect all shipments of the Goods purchased by Buyer upon arrival and notify CAI in writingwithin two (2) days of receipt of any nonconformity in the Goods, materials, shipment or delivery. Time of the essenceand any claim of nonconformity is waived unless made in writing by Buyer to CAI specifically stating the details ofsuch nonconformity within such two (2) day period. CAI shall be given the opportunity to inspect the complaint ofBuyer and Buyer shall cooperate with same. If CAI determines, in its discretion, that Buyer’s claim is valid, it will then,at its option, replace the nonconforming Goods within a reasonable time period, or cancel the sale. CAI shall in eitherevent thereupon have the right to require Buyer to return the nonconforming material at CAI’s cost. Buyer must holdall Goods and materials intact until returned to CAI. The foregoing are Buyer’s sole and exclusive remedies withrespect to any non-conformity in Goods, materials, shipment or delivery.Financial Terms. The price and payment terms for the Goods are set forth in the applicable Sales Order. Anyamounts not paid when due will be subject to a late payment fee computed daily at a rate equal to one and one halfpercent (1.5%) per month or the highest rate permissible under applicable law. If, in CAI’s judgment, Buyer’s financialcondition or any other circumstance causes CAI to be insecure with respect to Buyer’s performance of any obligationunder this Agreement, CAI may accelerate and demand immediate payment of any amounts owed CAI, suspendperformance, require advance payment and/or cancel this Agreement. Unless otherwise agreed to in writing by CAIand Buyer, the price stated on the applicable Sales Order (“Sales Price”) does not include sales, use, excise orsimilar taxes or any shipping or delivery charges. All taxes related to the sale of the Goods are Buyer’s responsibility.Force Majeure. CAI will not be liable to Buyer for any delay or failure of delivery of any Goods or othernonperformance caused in whole or part by any contingency or event beyond CAI’s reasonable control, including,without limitation, acts of any government, war, riots, acts of God, machinery breakage, or any shortage of or inabilityto secure labor, labor strikes, transportation facilities, fuel, energy, raw materials, supplies, or machinery atreasonable prices or from regular sources. In the event of the occurrence of any of the foregoing, CAI may distributeits available goods and material among its customers on such a basis as CAI deems fair and equitable, withoutliability to Buyer.DISCLAIMER OF WARRANTIES. EXCEPT AS SPECIFICALLY SET FORTH HEREIN, ALL GOODS ARE SOLDON AN AS-IS BASIS, AND WITH ALL FAULTS. CAI MAKES NO REPRESENTATION OR WARRANTY TO ANYPERSON, EXPRESS OR IMPLIED, WITH RESPECT TO ANY GOODS (NOTWITHSTANDING ANY DOCUMENT OR SPECIFICATIONS), INCLUDING, WITHOUT LIMITATION, WARRANTIES OF FITNESS FOR A PARTICULARPURPOSE, MERCHANTABILITY, NON-INFRINGEMENT, AND WARRANTIES ARISING FROM COURSE OFDEALING, USAGE OR TRADE. ENVIRONMENTAL. Buyer represents and warrants that it is in compliance, and covenants that it shall be incompliance, with all applicable federal, state and local environmental laws and regulations and any relatedcompliance orders (including any decrees issued pursuant thereto), which are applicable to the handling, processingor reclamation of (or other management activities associated with) recyclable materials. CAI has not and does notmake any representation or warranty to Buyer as to whether any of the Goods constitute or contain: (a) any“hazardous waste” (as that term is defined in any applicable federal and state law, and implementing regulations), (b)any “hazardous substance” (as that term is defined in any applicable federal and state law, and implementingregulations), or (c) any substance that would render the material unfit for its intended use. BUYER HEREBYEXPRESSLY WAIVES ANY AND ALL CLAIMS AGAINST CAI, ITS OFFICERS, DIRECTORS, EMPLOYEES,AGENTS OR OTHER REPRESENTATIVES FOR ANY ALL LOSS, LIABILITY, COST AND EXPENSE (INCLUDINGWITHOUT LIMITATION STATUTORY AND COMMON LAW LIABILITY, INVESTIGATION AND REMEDIATIONCOSTS, COURT COSTS, ATTORNEYS’ AND CONSULTANTS’ FEES, PERSONAL INJURY AND PROPERTYDAMAGE) ARISING OUT OF ANY OF THE FOREGOING.LIMITATION OF LIABILITIES. CAI WILL HAVE NO LIABILITY FOR ANY DAMAGES RELATING TO INDIRECT,INCIDENTAL, CONSEQUENTIAL OR SPECIAL DAMAGES OF ANY DESCRIPTION, WHETHER ARISING OUT OFCONTRACT, NEGLIGENCE, TORT, OR OTHERWISE. UNDER NO CIRCUMSTANCES WILL CAI’S LIABILITYFOR ANY CAUSE HEREUNDER EXCEED THE PURCHASE PRICE PAID BY BUYER FOR THE APPLICABLEGOODS. BUYER AGREES THAT ALL OF THE LIMITATIONS SET FORTH HEREIN ARE AGREED UPONALLOCATIONS OF RISK. Indemnification. Buyer shall indemnify, defend and hold CAI harmless from any and all third party claims assertedarising in connection with this Agreement, the disposition of the Goods by Buyer or subsequent holders of the Goods,and the ultimate use of the Goods, except to the extent of CAI’s liability expressly stated herein.Credit Insurance. CAI may at its option and expense, purchase credit insurance on Buyer for any or all contractsentered into with CAI, including this Agreement. If credit insurance cannot be obtained in an amount equal to thisAgreements entered into or if credit insurance is denied, cancelled or reduced by the insuring company, CAI may atits option cancel any or all agreements with Buyer, or adjust all agreements to coincide with the amount of creditinsurance available to CAI.Confidentiality. All specifications, documentation, pricing information and any other confidential or proprietaryinformation (collectively, “Confidential Information”) of CAI is the property of CAI. Confidential Information may beprovided solely for the purpose of facilitating Sales Orders and on the express condition that Confidential Informationof CAI shall not be disclosed to others nor used for any purpose by Buyer other than in connection with transactingbusiness with CAI pursuant to such Sales Orders, and this Agreement, as applicable. Buyer shall promptly return toCAI all such Confidential Information upon CAI’s written request. Buyer’s obligations under this paragraph shallsurvive the cancellation, termination or completion of any Sales Order or this Agreement.Assignment. Buyer may not assign any Sales Order or this Agreement or any of its rights or obligations hereunderor thereunder to any third party without CAI’s prior written consent. For purposes of this provision, a merger, stocksale or other transfer by operation of law shall be deemed an “assignment” for which consent is required hereunder.Governing Law and Forum. This Agreement will be interpreted according to the laws of the State of Illinois. Buyerhereby irrevocably and unconditionally consents to submit to the exclusive jurisdiction of the courts of the State ofIllinois and of the United States of America located in Illinois for any proceedings relating to this Agreement (and agrees not to commence any proceeding relating thereto except in such courts). Buyer hereby irrevocably andunconditionally waives any objection to the laying of venue, and agrees not to claim that any proceeding brought inany such court has been brought in an inconvenient forum.Severability. In the event a provision of this Agreement is determined to be invalid, illegal or unenforceable, it will notaffect the validity, legality or enforceability of any other provision of this Agreement and CAI and Buyer agree that theremaining provisions will be deemed to be in full force and effect.