TERMS AND CONDITIONS OF PURCHASE:

All purchases by Nippon Steel Trading Americas, Inc. (referred to herein as “NSTA” or “Buyer”) 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 Seller. NSTA’s acceptance of any purchase order and/or receipt of any goods are expressly made conditional on Seller’s acceptance of these Terms and Conditions. All orders by NSTA shall be on the terms set forth by NSTA in its Purchase Order or other purchase agreement issued by NSTA.

Except as otherwise agreed in a written agreement signed by NSTA and Buyer, the applicable NSTA Purchase Order or other purchase agreement issued by NSTA, together with these Terms and Conditions of Purchase constitute the entire agreement between NSTA and the Seller relating to the purchase of goods or services by NSTA. Terms or conditions 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 Purchase Order referencing these Terms and Conditions. The NSTA Purchase Order or other purchase agreement referencing or incorporating these Terms and Conditions is referred to herein as the “Purchase Agreement”.

1. Shipment and Delivery

(a) Shipment of the goods described in the Purchase Agreement (“Goods”) are to be made in the quantities and at the times specified on the face of the Purchase Agreement or in schedules furnished by the Buyer. Buyer will have no liability for payment of Goods delivered which are in excess of quantities specified. Buyer may from time to time change delivery schedules or direct temporary suspension of the scheduled deliveries.

(b) Notice of shipment including contract number, vessel’s name, sailing date, loading port(s), description of the Goods, packing, loaded quantity, invoice amount, analysis and other particulars essential to this contract, if any, shall be communicated to Buyer by cable, e-mail or telefax, as may be designated by Buyer, immediately upon completion of the shipment.

(c) Shipment of the Goods must be made within the time necessary to allow delivery in accordance with the trade terms stated in the Purchase Agreement or in a delivery schedule from Buyer. In the event Seller, without the occurrence of an “Excusable Delay” fails to make timely shipment of the Goods. Buyer may, upon written notice to Seller, terminate its obligations under the Purchase Agreement without prejudice to any of Buyer’s rights or remedies.

(d) In the event a vessel or vessel space is arranged by Seller, Seller must ship the Goods on a first class vessel(s), classed not lower than Lloyd’s 100 AI or top classification in other equivalent registers, owned and/or operated by carrier(s) of good reputation and of the type normally used for the transport of the Goods. The Goods shall be carried by usual routes without any extraordinary deviation.

2. Excusable Delay – Option To Terminate

(a) Seller shall not be responsible for nor be deemed to be in default as a result of delays in the shipment of delivery or the Goods due to causes beyond Seller’s control and not as a result of its fault or negligence, including, but not limited to wars, strikes, fires, floods, natural disasters , any executive or legislative act of any governmental authority affecting the Goods or the delivery of the Goods, or acts of God, (such delays are referred to herein as “Excusable Delays”); provided, however, that the existence of any such cause shall not excuse Seller for the resulting delay, unless Seller shall have given Buyer written notice of a claimed Excusable Delay within 10 days after Seller has actual notice that such occurrence will result in a delay in delivery. In the event of an occurrence of an event constituting an Excusable Delay, Buyer shall, upon receipt of written request from Seller, extend the time of shipment and delivery until such event has been eliminated; however, if delivery will exceed thirty (30) days beyond the delivery date contained in the Purchase Agreement, Buyer shall have the option, upon written notices to Seller, to cancel that portion of the Purchase Agreement relative to the undelivered Goods. Upon such cancellation of the Purchase Agreement, in whole or in part, Seller shall immediately return to Buyer any and all sums of money paid by Buyer for any undelivered Goods together with interest thereon at the rate of six percent(6%) per annum from the date which money was received by Seller.

(b) If Buyer is unable to accept the Goods due to causes beyond Buyer’s control and not as a result of its failure or negligence, including, but not limited to, the occurrence of any event that would constitute an Excusable Delay under paragraph 2(a) above; Buyer may, upon written notice to Seller, request Seller to stop or postpone the shipment of Goods or reject or refuse to accept all or any part of the undelivered Goods. In the event of such a cause affecting the Buyer, the Buyer shall not be liable for damages due to any failure or delay by Buyer in receiving or accepting the Goods, or any cancellation of the Purchase Agreement, resulting from such cause.

3. Payment/Government Licenses: Buyer shall undertake necessary steps to obtain import license and/or exchange permit, if required, and if required under the Purchase Agreement and applicable Incoterms or other applicable “TRADE TERMS” stated therein, to arrange for the opening of any required letter of credit and/or making remittance in accordance with reasonable business practices. Buyer is not responsible for failure or for delay to make remittance or to open any required letter of credit, if for reasons beyond Buyer’s control, including, but not limited to, any intervening restriction on import or payment subsequently imposed by any governmental authority or foreign exchange banks after the date that Buyer specified on the face of the Purchase Agreement. In the event of any conflict or discrepancy between the letter of credit and the Purchase Agreement, Seller shall immediately notify Buyer in writing of such conflict or discrepancy; and Buyer shall, within a reasonable period after receipt of such notice, revise the letter of credit so as to conform to the terms of the Purchase Agreement. In the event of failure on the part of Seller to send such notice within a reasonable period after receipt of notice from the notifying bank, Seller shall be deemed to have waived any claim which may arise out of such conflict or discrepancy, and Buyer shall not be responsible for any consequences arising therefrom.

4. Additional Expenditures:

(a) Unless otherwise specified in the Purchase Agreement or any Incoterms or other applicable “TRADE TERMS” stated therein, all customs duties, taxes, fees and other charges incurred on the Goods and/or containers and/or documents including the certificate of origin, in the county of shipment and/or of origin, shall be for Seller’s account and responsibility.

(b) In addition to the expenditures mentioned above, in the event of failure in delivery of the Goods due to the occurrence of any event constituting an Excusable Delay on the part of Seller, the Seller shall reimburse Buyer for all freight, shipping and/or vessel charges paid or committed to be paid by Buyer and all other actual costs incurred by Buyer in connection with the actual and anticipated transportation of such Goods.

(c) Seller shall bear any and all extra freight and insurance premium incurred as a result of or in connection with any obstruction of Suez or Panama Canal or the nonoperation or the closing of the same or other accidents at sea or other navigable waters caused by Act of God (including epidemic or pandemic), war, warlike conditions, governmental regulations or actions or any other causes arising without the actual fault of Buyer.

5. Insurance: In the event the Purchase Agreement requires shipment on a CIF, CIP or C & I basis, one hundred ten percent (110%) of the invoice amount shall be insured, unless otherwise agreed to in writing. Any additional premium for insurance coverage over one hundred ten percent (110%) of invoice amount if so required shall be borne by Buyer and shall be added to the invoice amount.

6. Warranty: Seller expressly warrants that all the Goods and work covered by the Purchase Agreement will conform to the specifications, drawings, samples or other description furnished or specified by Buyer and will be merchantable, of good material and workmanship and free from defect. Seller expressly warrants that all the Goods will be fit and sufficient for the purpose intended and communicated to Seller. Seller further warrants that in the performance of the Purchase Agreement it has complied with the provisions of the Fair Labor Standards Act of 1938 of the United States, as amended.

7. Patents: Seller agrees to defend, protect and save harmless Buyer, its successors, assigns and customers and users of the Goods, against all suits at law or in equity and from all damages, claims and demands, for actual or alleged infringement of any United States or foreign patent, copyright or trademark by reason of the use or sale of the Goods.

8. Fair Labor Standards Act: Seller agrees to comply with all applicable requirements of the Fair Labor Standards Act of 1938, as amended and applicable regulations and orders issued pursuant to such Act. All invoices must carry the following certification as a condition to payment by Buyer:

We hereby certify that these Goods were produced in compliance with all applicable requirements of the Fair Labor Standards Act, as amended and all applicable regulations and orders of the United States Department of Labor issued pursuant to such Act.

9. Inspection and Notice of Claim: All Goods shall be received subject to Buyer’s right to inspect and reject nonconforming Goods. In the event of any breach of warranty relating to quality, merchantability and/or fitness of the Goods or to any shortage in quantity Buyer shall notify Seller of such claimed defect or shortage as soon as practicable after the unpacking of the Goods at the office, factory, warehouse or other facilities of the final user. Defective Good,s or Goods not in accordance with Buyer’s specifications, will be held at Seller’s instruction and at Seller’s risk and expense and if Seller so directs, will be returned at Seller’s expense. No Goods returned shall be replaced without a new order and schedule or other written instructions from Buyer. Payment for Goods prior to inspection shall not constitute an acceptance thereof, nor will acceptance affect or in any way alter Seller’s warranties and other obligations with respect to latent defects.

10. Remedies: In the event of any breach of Seller of the terms, conditions or warranties of this or any other contracts with Buyer or in the event of dissolution, bankruptcy or insolvency of Seller or an assignment by Seller for benefit of creditors or the occurrence of any event or any actions taken in furtherance of the foregoing which gives the Buyer reasonable grounds for insecurity regarding Seller’s performance. Buyer shall have the right to: (a) cancel this and any other contracts with Seller; (b) reject the Goods or to dispose of them for the account of Seller at a time and price which Buyer deems reasonable; and (c) Seller shall reimburse Buyer for any and all losses and damages, including but not limited to, the amount of profit Buyer would have earned from its customer under the resale agreement. The remedies contained in the Purchase Agreement shall be cumulative and additional to any other or further remedies provided in law or equity.

11. Arbitration: Any controversy or claim arising out of or relating to the contract evidenced by this purchase order 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.

12. General Contract Terms:

(a) The contract resulting from the acceptance of the NSTA Purchase Order or other Purchase Agreement is to be construed in accordance with the laws of the State of Illinois, United States of America, and may, where applicable, be governed by the United Nations Convention on Contracts for the International Sale of Goods. Unless otherwise specified in this purchase order, the terms used herein shall be construed in accordance with Incoterms® 2020.

(b) The Purchase Agreement is not assignable by the Seller without the prior written consent of the Buyer.

(c) The Purchase Agreement contains the entire agreement of the parties and shall be effective on the date of the Seller’s acceptance. Seller shall accept the terms of this purchase order by either: (i) signing and returning a copy of the Purchase Agreement, (ii) sending a written acknowledgement or sale confirmation, or (iii) ordering, manufacturing, shipping or tendering delivery of the Goods, whichever first occurs. The contract resulting from Seller’s acceptance of the Purchase Agreement may not be modified or terminated orally and no claimed modification, rescission or waiver shall be binding on Buyer unless in writhing signed by a duly authorized representative of Buyer. No additions or modifications to the Purchase Agreement shall be deemed effective or binding on Buyer by Seller’s acceptance, acknowledgement or confirmation containing other or different terms unless agreed to in writing by Buyer.

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