These terms shall be the contract. Any objection Buyer may have should be sent to Seller prior to production; otherwise Seller presumes Buyer's acceptance of these terms. All proposals, negotiations, and representations, if any, regarding this transaction and made prior to the date hereof are merged herein.

PRICES

All prices, unless herein designated or heretofore quoted as firm, shall be adjusted to the Seller's prices in effect at the time or shipment. If transportation charges from point of origin of the shipment to a designated point are included in the prices herein named or heretofore quoted- (a) any changes in such transportation charges shall be for the account of the Buyer; (b) except as otherwise stated in the Seller's quotation, the Seller shall not be responsible for switching, spotting, handling, storage, demurrage or any other transportation or accessorial service nor for any charges incurred therefore, unless such charges are included in the applicable tariff or contract freight rate from shipping point to the designated point.

TAXES

Any taxes, which the Seller may be required to pay or collect with respect to this transaction, shall be for the account of the Buyer, who shall promptly pay the amount thereof to the Seller upon demand.

DELAY

The Seller shall be excused for any delay in performance due to acts of God, war, riot, embargoes, acts of civil or military authorities, fires, floods, accidents, quarantine restrictions, mill conditions, strikes, differences with workmen, delays in transportation, shortage of cars, fuel, labor or materials, or any circumstances or cause beyond the control of the Seller in the reasonable conduct of its business.

INSPECTION

The Buyer may inspect, or provide for inspection, at the place of manufacture. Such inspection shall be so conducted, as not to interfere unreasonably with the manufacturer's operations, and consequent approval or rejection shall be made before shipment of the material. Notwithstanding the foregoing, if upon receipt of such material by the Buyer, the same shall appear not to conform to the contract between the Buyer and the seller, the Buyer shall immediately notify the Seller of such condition and afford the Seller a reasonable opportunity to inspect the material. No material shall be returned without the Seller's consent.

EXCLUSION OF WARRANTIES--THE IMPLIED WARRANTIES OF MERCHANTABILITY
AND FITNESS FOR PURPOSE ARE EXCLUDED FROM THIS CONTRACT.

BUYER'S REMEDIES

If the material furnished to the Buyer shall fail, whether due to Seller's negligent acts or omissions or otherwise, to conform to this contract or to any express or implied warranty, during a period not to exceed one (1) year from the date of shipment, the Seller shall, at its option, either credit or refund the purchase price, repair such non-conforming material at a mutually satisfactory location or re- place such non-conforming material at the original point of delivery and shall furnish instructions for its disposition. Any transportation charges involved in such disposition shall be for the Seller's account. The Buyer's exclusive and sole remedy on account or in respect of the furnishing of material that shall fail, whether due to Seller's negligent acts or omissions, or otherwise, to conform to this contract, or to any express or implied warranty, during a period not to exceed one (1) year from date of shipment, shall be to secure reimbursement, repair or replacement thereof as aforesaid. The Seller shall not in any event be liable for the cost of any labor expended on any such material or for any special, direct, indirect, incidental or consequential damages to anyone in contract or tort 1) by reason of the fact that such material does not conform to this contract or to any express or implied warranty or 2) by reason of any other default in performance under this contract.

PERMISSIBLE VARIATIONS, STANDARDS AND TOLERANCES

Except in the particulars specified by Buyer and expressly agreed to in writing by Seller, all material shall be produced in accordance with Seller's standard practices. All material, including that produced to meet an exact specification, shall be subject to tolerances and variations consistent with usages of the trade and regular mill practices concerning: dimension, weight, straightness, section, composition and mechanical properties; normal variations in surface, internal conditions and quality; deviations from tolerances and variations consistent with practical testing and inspection methods; and regular mill practices concerning over and under shipments.

PATENTS

The Seller shall indemnify the Buyer against any judgment for damages and costs which may be rendered against the Buyer, in any suit brought on account of the alleged infringement of any United States patent by any product supplied by the Seller hereunder, unless made in accordance with materials, designs or specifications furnished or designated by the Buyer, in which case the Buyer shall indemnify the Seller against any judgment for damages and costs which may be rendered against the Seller in any suit brought on account of the alleged infringement of any United States patent by such product or by such materials, designs or specifications; provided that prompt written notice be given to the party from whom indemnity is sought of the bringing of the suit and that an opportunity be given such party to settle or defend it as that party may see fit and that every reasonable assistance in settling or defending it shall be rendered. Neither the Seller nor the Buyer shall in any event be liable to the other for special, direct, indirect, incidental or consequential damages arising out of or resulting from infringement of patents.

CREDIT APPROVAL

Shipments, deliveries and performance of work shall at all times be subject to the approval of the Seller's Credit Department. Notwithstanding any other remedies, the Seller may at any time decline to make any shipment or delivery or perform any work except upon receipt of payment or security or upon terms and conditions satisfactory to such Department.

TERMS OF PAYMENT

Subject to the provisions of CREDIT APPROVAL above, terms of payment are shown, and shall be effective from date of invoice. Receipt for deposit of net payment is due within 30 days from invoice date. Unless notified to the contrary by the Seller's Credit Department, twice-a-month payment privileges will be allowed as follows:

INFORMATION BY OTHERS

Seller shall not be responsible for the correctness, accuracy or consistency of any information furnished by others including but not limited to field measurements, material specifications, coatings, structural design or details, placing plans or bills of material.

BUYER'S RESPONSIBILITY

Claims for shortages, damage in transit or erroneous charges must be presented in writing to the carrier immediately upon delivery and prior to contacting Seller. Seller will honor no claims or adjustments without this documentation.

MISCELLANEOUS

When any portion of movement is via motor carrier, Seller intends to employ the lowest rated carrier(s). If equipment is not available by low rated carrier(s), Seller reserves right to use other motor carriers. Except for F. O. B. mill delivery terms, all other transportation matters shall be subject to approval and control of Seller.

NON-WAIVER BY SELLER

Waiver by the Seller of a breach of the terms and conditions of this contract shall not be construed as a waiver of any other breach.