TERMS AND CONDITIONS OF SALE

All sales by Nippon Steel Trading Americas, Inc. (referred to herein as “NSTA” or “Seller”) are made subject to the following terms and conditions. NSTA expressly rejects any different or additional terms or conditions contained in any documents submitted by Buyer. NSTA’s provision of credit, acceptance of any purchase order and/or sale of any goods are expressly made conditional on Buyer’s acceptance of these Terms and Conditions. All orders by Buyer may be accepted only upon issuance by NSTA of its Sales Contract or other sales order acknowledgement.

Except as otherwise agreed in a written agreement signed by NSTA and Buyer, the applicable NSTA Sales Contract or other sales order acknowledgement, together with these Terms and Conditions of Sale constitute the entire agreement between NSTA and the Buyer relating to the sale of goods by NSTA. Terms or condition contained in any document issued by Buyer that in any manner alter, modify, change suspend, delete or add to any term or condition contained in these Terms and Conditions shall be deemed excluded from such Buyer document and waived by Buyer.

Terms indicated herein by capital letters and quotation marks shall, unless expressly defined otherwise herein, have the same meaning as given in the NSTA Sales Contract referencing these Terms and Conditions. The NSTA Sales Contract or other sale document referencing or incorporating these Terms and Conditions is referred to herein as the “Sales Contract”)

1. Purchase Price:

The price and terms are based on present ocean freight rates and surcharges, U.S. overland freight rates, U.S. import duties and marine and war risk insurance rates. The following charges, costs and expenses shall be the obligation of and paid by Buyer: (a) all taxes and other governmental charges imposed upon the goods or the sale or importation of the goods, (b) all inspection and testing charges other than those conducted by manufacturer in the normal course of its business, (c) extra charges for storage of the goods, and (d) any additional costs or expense (including, without limiting, charges for storing and insuring the goods) resulting from the occurrence of a Force Majeure event.

2. Delivery, Title and Risk of Loss:

The goods are sold pursuant to the “TRADE TERMS” referenced in the Sales Contract. Shipment of goods within the “DESIRED DATE” referenced in the Sales Contract shall be subject to carrier availability. The date of the bill of lading shall be conclusive evidence of the actual date of shipment. Title to the goods shall pass from Seller to Buyer upon, and Buyer shall bear the full risk of any loss, deterioration or damage to the goods on and after, delivery by Seller in accordance with the “TRADE TERMS”. Unless otherwise specifically agreed, the total quantity shipped may be subject to a variation of five percent (5%), plus or minus, from the contracted quantity. Any variation in shipping weights or in the quantity shipped shall in no way relieve Buyer from its obligation to pay for the goods shipped.

3. Incoterms®:

Unless otherwise specified in the Sales Contract the terms used herein shall be construed in accordance with Incoterms® 2020.

4. Force Majeure:

Seller shall not be liable for failure to perform its obligations in the event it is prevented from doing so directly or indirectly by circumstances beyond its reasonable control, including, without limitation, the following: labor disputes or other industrial disturbances; fire, flood or other type of calamity or any act of God; health contingencies (including epidemic or pandemic); war or other hostilities, whether or not declared; domestic or foreign governmental acts, orders or regulations; failure or delay of the supplier or manufacturer to produce the goods or to make delivery thereof: or failures or delays in delivery due to common carriers and/or the availability of transportation or loading facilities. In such event, Seller may, at its sole option, perform its obligation or perform the unfulfilled portion thereof within a reasonable time after the removal of the cause preventing or delaying its performance, or Seller may, unconditionally and without any liability, rescind the Sales Contract or the unfulfilled portion thereof.

If, as a result of the occurrence of any of the above events, Seller deems it necessary or expedient, it may, in its sole option, store and insure the goods for Buyer’s account.

5. Claims:

a. Any claim by Buyer of whatever nature arising under or in relation to the Sales Contract shall be made by Buyer in writing to Seller within 30 days after delivery of the goods containing full particulars with documentary proof. Failure of Buyer to make a written claim and provide the necessary documentation within the 30 day period shall constitute an irrevocable acceptance of the goods. Acceptance of the goods shall be deemed a complete discharge of all of Seller’s obligations, and after such acceptance Buyer shall have no remedy against Seller or the right to revoke such acceptance for any reason.

b. In the event that Buyer rightfully and timely rejects all or any part of the goods, the Sales Contract shall be deemed to have been terminated as to such rejected goods, and Seller shall have no further obligations as to such rejected goods other than to accept return of such goods and refund any purchase price previously paid for such rejected goods. The rightful and timely rejection of any goods shall not justify, nor constitute valid grounds for, the rejection of any goods that conform to the terms of the Sales Contract and the Sales Contract shall remain in full force and effect as to all goods that have not been properly rejected.

c. THIS CLAIM PROCESS IS BUYER’S SOLE AND EXCLUSIVE REMEDY AGAINST SELLER, AND SELLER’S SOLE OBLIGATIONS, FOR ANY AND ALL CLAIMS RESULTING FROM GOODS THAT DO NOT CONFORM TO THE SPECIFICATIONS SET FORTH ON THE FACE OF THE APPLICABLE NSTA SALES CONTRACT OR NSTA SALES ORDER ACKNOWLEDGEMENT.. SELLER SHALL NOT BE LIABLE, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR ON ANY BASIS, TO BUYER FOR ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL, INDIRECT, OR EXEMPLARY DAMAGES AND IN NO EVENT SHALL SELLER’S TOTAL LIABILITY ON ANY OR ALL CLAIMS FROM BUYER EXCEED THE PRICE OF THE GOODS WHICH GIVE RISE TO THE CLAIM.

d. Buyer shall pay the full purchase price without deducting therefrom any amounts claimed by Buyer to be owing from Seller. The payment by Buyer of the purchase price shall not constitute or be deemed to constitute a waiver of any of the Buyer’s rights or remedies against Seller arising pursuant to the Sales Contract or these Terms and Conditions.

6. Warranty:

Seller warrants that it will convey good title to the goods, and the goods will be free from any lawful security interest or other lien or encumbrance unknown to the Buyer.

SELLER WARRANTS THAT, SUBJECT TO STANDARD MANUFACTURING VARIATIONS, THE GOODS FURNISHED UNDER THE SALES CONTRACT SHALL MEET THE SPECIFICATIONS SET FORTH ON THE FACE OF THE APPLICABLE NSTA SALES CONTRACT OR NSTA SALES ORDER ACKNOWLEDGEMENT.ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, ARE HEREBY EXCLUDED.

7. Default and Remedies:

The occurrence of any one of following events shall constitute a breach by Buyer of the Sales Contract: a) failure of Buyer to promptly pay all or any portion of the purchase price when due; b) failure by Buyer to promptly and fully pay and perform any of its other obligations under the Sales Contract or any other agreement between Buyer and Seller; c) initiation by or against Buyer of any bankruptcy or insolvency proceedings or the appointment of a receiver for Buyer; d) any governmental board, agency, department or commission takes possession or control of a substantial part of the properties of the Buyer; e) the making or issuance of any levy, seizure, attachment, execution or similar process against any property of the Buyer; or f) liquidation, dissolution, termination of existence, or the insolvency of Buyer.

In addition to all other rights and remedies available to Seller, in the event of a breach of the Sales Contract by Buyer, any and all sums owing to Seller (including, without limitation, installment payments and deferred payments) together with interest thereon from and after the date of the breach at the rate of 12% per annum or highest rate allowed by law, whichever is less, shall become immediately due and payable. Seller shall, in addition to all other damages, be entitled to incidental damages and all costs of enforcing its rights under the Sales Contract, including, without limitation, reasonable attorney’s fees arising as a consequence of Buyer’s breach. The rights and remedies of Seller are cumulative and the exercise by Seller of any of such rights or remedies shall be without prejudice to Seller’s right to recover damages arising as a result of the breach by Buyer.

8. Arbitration and Governing Law:

Any controversy or claim arising out of or relating to the contract evidenced by the Sales Contract or the breach thereof shall be settled by arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. The arbitration shall be held in Chicago, Illinois. This contract shall be governed by the law of the State of Illinois and may, where applicable, be governed by the United Nations Convention on Contracts for the International Sale of Goods.

9. Non-Waiver:

The Seller’s failure to require strict performance by Buyer of any provision of the Sales Contract shall not waive, affect or diminish any right of Seller to thereafter demand strict compliance and performance therewith.

10. General Provisions

a. Buyer shall not transfer or assign the Sales Contract or any part thereof without Seller’s prior written consent.

b. Buyer may not cancel, modify, alter or amend its order or its purchase of any of the goods without the written approval of Seller and the payment to Seller of cancellation charges, including, without limitation, all costs, loss of profit and other damages and expenses caused by such cancellation.

c. The Sales Contract shall become effective as of the date indicated as “DATE” specified in the Sales Contract, conditional upon Buyer’s acceptance of the Sales Contract. Buyer shall accept the terms of the Sales Contract and these Terms and Conditions by either: (i) signing and returning a copy of the Sales Contract, (ii) sending a written acknowledgement or purchase order, or (iii) taking delivery of the goods. Until accepted by Buyer, the Sales Contract is merely a quotation of sales price and terms; it is not a firm offer and may be revoked or withdrawn by Seller at any time prior to acceptance by Buyer.

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