MAJESTIC STEEL USA, INC. STANDARD TERMS AND CONDITIONS OF SALE

1. Acceptance.  Each customer order relating to goods sold (the “Material”) by Majestic Steel USA, Inc. (“Majestic Steel”) is expressly conditioned upon Majestic Steel’s written confirmation of acceptance of such order (an “Order Acknowledgement”) and the application of these Standard Terms and Conditions of Sale.  Any terms of purchase and sale set forth in any customer order which conflict or are inconsistent with, or different from, or are additional to, these Standard Terms and Conditions of Sale, including any such terms which purport to limit Majestic Steel’s acceptance of such customer order to the terms of purchase and sale set forth in such customer order, shall be deemed rejected and of no legal effect, unless the customer (“Buyer”) provides Majestic Steel, in a separate writing signed and dated by Buyer, with its specific objections to these Standard Terms and Conditions of Sale within 5 days following Buyer’s receipt of the respective Order Acknowledgement by Majestic Steel. Except as related to any such objections so provided to Majestic Steel by Buyer, Majestic Steel and Buyer agree that these Standard Terms and Conditions of Sale are accepted in good faith by both Majestic Steel and Buyer as the controlling and final terms of sale and that Buyer’s acceptance of delivery of any or all goods supplied by Majestic Steel shall constitute assent by the Buyer to these Standard Terms and Conditions of Sale.
2. Pricing.  Majestic Steel pricing shall be fixed as of the date of acceptance and, unless otherwise expressly agreed, shall not be subject to reduction for any subsequent changes in Majestic Steel pricing prior to the date of shipment or performance. In each instance such pricing is F.O.B. destination point with Majestic Steel responsible for the payment of all transportation charges incurred in shipment and all freight insurance for shipments of Material. Pricing shall be subject to adjustment for (i) documented surcharges imposed by Majestic Steel’s suppliers, including, without limitation, surcharges related to raw materials, scrap, fuel, and natural gas and (ii) documented taxes that Majestic Steel may be required to pay or collect (other than any taxes the payment or collection of which is excused by reason of valid tax exemption certificates). Any such taxes that Majestic Steel may be required to pay or collect shall be added to and paid by Buyer.
3. Quantities. Normal scale error may result in discrepancies between weight measured by the Buyer and the billed weight, and quantities of Material shipped may vary from ordered quantity due to variations in quantities shipped to Majestic Steel by Majestic Steel’s producing mills in accordance with established percentages (as shown in their price books) as standard industry practice.  Quantities of Material shipped may otherwise vary by +/-10% due to things such as coil yields and bundle sizes.  Majestic Steel’s shipment to Buyer of such over or under shipments will constitute Majestic Steel’s full and complete shipment of the Material specified and shall not constitute a breach or default under any purchase order or other document submitted by Buyer.
4. Storage.  Except where and only to the extent that Majestic Steel has agreed in writing to store or hold goods for Buyer’s account for later shipment, and without otherwise limiting Majestic Steel’s remedies available under applicable law, if Buyer requests a delay of a shipment of goods otherwise ready for shipment, fails to timely issue a release otherwise required as a condition to shipment of the goods, or fails to timely provide any documentation necessary for the delivery of goods otherwise ready for shipment, then Majestic Steel will be entitled to charge Buyer a reasonable storage fee (at rates consistent with similar fees then charged other customers of Majestic Steel or otherwise consistent with Majestic Steel’s historical practice) to cover carrying costs on an ongoing basis until all unreleased Material has been shipped to Buyer. In such event, Majestic Steel may invoice Buyer for storage fees at such intervals as it determines appropriate in its discretion and require payment of all invoices and storage fees in full prior to final shipment of Material.  If Buyer fails to release stored Material within any holding period established by Majestic Steel, Majestic Steel may dispose of the unreleased Material and Buyer will thereupon be responsible to pay Majestic Steel for all unpaid storage fees and an amount equal to the purchase price of unreleased Material less a credit for the current scrap value of such unreleased Material. Subject to the issuance of such credit to Buyer, Majestic Steel shall have the absolute right to sell or otherwise dispose of unreleased Material, for its sole account and without any requirement to account for the proceeds of such sale or disposition, following the end of the hold period.
5. Shipment of Material.  Majestic Steel shall make shipments to approved destination points during regular working days (Monday through Friday, except holidays). Majestic Steel shall select the method and carrier for delivery of all Material.  In cases where Buyer, for any reason, requests shipments on a basis that is not in conformity with any agreed release parameters, including any requirements relating to minimum lead time or approved destination point, Majestic Steel shall notify Buyer whether premium freight, overtime or additional shipping charges will be required in order to make shipments in conformance with such schedule and, provided Buyer has authorized the incurrence of such charges, Buyer will be responsible for all such associated costs. Shipment and delivery dates are approximate only and do not constitute any guarantee of shipment or delivery on any particular date.
6. Title and Risk of Loss.  Title to, and risk of loss of, all Material, including risks of delay in transportation and/or delivery, shall pass to Buyer once the Material is delivered to the destination point. Buyer shall be responsible for unloading Material at the destination point and any loss or damage in unloading Material.
7. Inspection.  Claims for shortages and Material damaged during shipment must be made in writing within 10 days of receipt by Buyer.  Material subject to any claim shall not be sold, scrapped, or returned without Majestic Steel’s written authorization, and shall be handled and stored by Buyer as if it were prime.
8. Payments.  Majestic Steel will invoice Buyer for amounts due in respect of the sale of Material at the time of shipment. Any additional charges for freight, overtime or any value added services, such as special certifications, or packaging, shall be separately invoiced or itemized by Majestic Steel.  Buyer authorizes Majestic Steel to apply toward payment of any monies that become due Majestic Steel hereunder any sums that may now or hereafter be owed to Buyer by Majestic Steel.  Buyer shall pay the total invoiced amount in full no later than 30 days from the date of Majestic Steel’s invoice.  Payments made within 10 days following the date of Majestic Steel’s invoice shall be subject to a ½% discount.  Majestic Steel reserves the right to charge interest on all amounts not paid within 45 days at 1½% per month (18% per annum) or, if less, the maximum rate allowed by applicable law.  Majestic Steel shall retain and Buyer hereby grants to Majestic Steel a security interest in the Material until payment in full is received. Buyer authorizes Majestic Steel to file any and all financing statements and other documents required to attach, perfect, or otherwise protect Majestic Steel’s security interest. Buyer agrees to pay all collection costs and expenses incurred by Majestic Steel in collecting any amounts past due, including Majestic Steel’s reasonable attorneys’ fees. 
9. Product Warranty.   Majestic Steel warrants that all Material supplied hereunder will, at the time of delivery, conform to ASTM standards for tolerances and quality. The foregoing warranty does not apply to any defect or damage that is the result of unloading or Buyer’s alteration, neglect or misuse of Material or use under abnormal conditions. THE FOREGOING EXPRESS WARRANTY IS IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, ALL OF WHICH ARE EXPRESSLY DISCLAIMED AND THERE ARE NO IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. Any claim that the Material does not conform in material respects to applicable specifications must be made in writing within 60 days of receipt by Buyer.
10. Limitation of Liability.  Majestic Steel’s provision of replacement or substitute Material for any non-conforming Material or, at Majestic Steel’s option, the refund of the purchase price, represents Majestic Steel’s sole and exclusive liability for any breach of a warranty, whether liability is based on theories of contract, warranty or tort, provided, that, in no event shall Majestic Steel’s liability exceed the purchase price of the Material, including any transportation or insurance charges.  IN NO EVENT SHALL MAJESTIC STEEL BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL OR INCIDENTAL DAMAGES, INCLUDING, WITHOUT LIMITATION, LOSS OF PROFIT OR REVENUE AND DAMAGES OCCURRING TO ANY PERSON OR TO ANY PROPERTY, ARISING OUT OF THE USE, MISUSE, NON-USE OR NON-CONFORMITY OF, ANY DEFECTS IN, OR THE FAILURE TO SUPPLY OR TIMELY SUPPLY, ANY MATERIAL SOLD HEREUNDER, REGARDLESS OF WHETHER ANY CLAIM RELATED THERETO IS BASED ON THEORIES OF BREACH OF WARRANTY, BREACH OF CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE.
11. Force Majeure.  Neither Majestic Steel nor Buyer (to the extent applicable) shall be liable for any cost, expense, loss or other damages incurred by the other party by reason of any failure or delay in performance occasioned by the occurrence of any fire, catastrophe, embargo, strike, lockout or other labor trouble, delays in delivery of materials or supplies from suppliers or unavailability of suitable Material, nonconforming Material received from suppliers, injunction, federal, state or local government or judicial intervention or restriction, war or armed conflict, act of God or other circumstances beyond the reasonable control of a party (a “Force Majeure Event”), provided, that, the affected party shall, following the occurrence of any Force Majeure Event, thereafter undertake to use its best efforts to cure or remove the Force Majeure Event as promptly as possible and limit damages to the non-affected party resulting from such Force Majeure Event as far as reasonably practicable.
12. Notices.  All notices and other communications pertaining to this these Standard Terms and Conditions of Sale shall be in writing and shall be deemed duly to have been given if (i) personally delivered to the other party, (ii) sent to the other party by the United State Postal Service certified mail, return receipt requested, postage prepaid or by Federal Express, United Parcel or other nationally recognized overnight carrier or (iii) sent to the other party electronically by email. Either party may change its notification address by giving written notice to that effect to the other party in the manner provided herein.
13. Electronic Signatures.  Buyer and Majestic Steel agree that signatures given by electronic means and over each party’s internet websites shall constitute legally binding signatures of such parties, and no party shall object on the basis that such signatures were given by electronic means.
14. Confidentiality.  The parties acknowledge that they shall each take every reasonable precaution (consistent with the efforts exercised by it with respect to its own confidential or proprietary information and materials) to protect the confidentiality of product pricing and specifications and any non-public information and materials concerning the other party’s business, plans and products received during the course of the purchase and sale of Material. This provision shall survive the expiration or termination of these Standard Terms and Conditions of Sale and any Order Acknowledgement.
15. Authority.  Each party represents and warrants to the other that (i) all documents and agreements submitted by it to the other party in connection with the purchase and sale of Material have been fully authorized by all required action on its part and properly executed and/or delivered and (ii) it has the power and authority to agree to, and perform all of its obligations under, all such documents and agreements and these Standard Terms and Conditions of Sale.
16. Entire Agreement.  These Standard Terms and Conditions of Sale and all Order Acknowledgements (including the terms of each purchase order to the extent confirmed therein) issued by Majestic Steel and agreed to by Buyer set forth the entire understanding of the parties with respect to the subject matter hereof, and supersede all other prior agreements, memoranda, covenants, arrangements, communications, representations or warranties, whether oral or written, by any officer, employee or representative of any party with respect to such subject matter. References made herein to an “Order Acknowledgement” shall be deemed to refer to Majestic Steel’s written confirmation of acceptance of Buyer’s purchase order, which are hereby incorporated by reference into these Standard Terms and Conditions of Sale.
17. Government Contracts.  Buyer shall expressly advise Majestic Steel, in writing, if its order has been placed for purposes of fulfilling its obligations under a prime contract with the United States Government or a subcontract thereunder. Unless otherwise expressly provided, none of the clauses contained in the Armed Services Procurement Regulations as presently in effect shall be deemed applicable to any customer order or incorporated herein.
18. Governing Law.  These Standard Terms and Conditions of Sale and each Order Acknowledgement (including the terms of each purchase order to the extent confirmed therein) issued by Majestic Steel and agreed to by Buyer shall be construed and enforced in accordance with, and shall be governed by, the laws of the State of Ohio, without giving effect to the principles of conflicts or choice of law thereof. EACH PARTY, KNOWINGLY AND AFTER CONSULTATION WITH COUNSEL, FOR ITSELF, ITS SUCCESSSORS AND ASSIGNS, WAIVES ALL RIGHT TO TRIAL BY JURY OF ANY CLAIM ARISING WITH RESPECT TO ANY SALE OF MATERIAL SUBJECT TO THESE STANDARD TERMS AND CONDITIONS OF SALE OR ANY MATTER RELATED IN ANY WAY THERETO.
19. Waivers.  Neither party shall be deemed to have waived any right, power or privilege under these Standard Terms and Conditions of Sale or otherwise applicable with respect to any sale of Material unless such waiver shall have been duly executed in writing and acknowledged by the party to be charged with such waiver. The failure of a party to enforce at any time any of the provisions of these Standard Terms and Conditions of Sale or otherwise applicable with respect to any sale of Material shall in no way be construed to be a waiver of such provisions, nor in any way to affect the validity of such provisions, or the rights of either party thereafter to enforce each and every such provision. No waiver of any default under or breach of these Standard Terms and Conditions of Sale or any other provision applicable with respect to any sale of Material shall be held to be a waiver of any other or subsequent default or breach.
20. Binding Effect.  These Standard Terms and Conditions of Sale shall be binding on the parties and their respective successors and permitted assigns.

LAST REVISED: August 2011