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 with
the Terms of Sale, “Agreement”) provided by Custom Alloys, Inc. (“CAI”) to any customer of CAI (“Buyer”), govern all
sales of metal alloy, scrap, products, supplies, goods, and/or materials (collectively, “Goods”) by CAI. IT IS AGREED
THAT THESE TERMS OF SALE SHALL GOVERN ALL SALES BY CAI TO BUYER. Any additional or different terms
proposed by Buyer in any form are hereby rejected, and CAI’s receipt of documents from Buyer, or CAI’s delivery of
the Goods, does not constitute acceptance of any terms or conditions different from this Agreement. This Agreement
constitutes the entire agreement between CAI and Buyer regarding the sale of the applicable Goods and supersedes
all prior oral and written understandings, representations, and correspondence between CAI and Buyer, express or
implied. 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 respect
to quality and quantity. Unless otherwise agreed to by CAI in writing, all shipments of the Goods in the United States
are delivered CAI’s location, and Buyer is responsible for all shipping costs and insurance. If a Sales Order
specifically states that shipping is delivered Buyer’s location in the United States, CAI will be responsible for shipping
and insurance. Unless otherwise agreed to by CAI in writing, all shipments outside of the United States are EXW (Ex
Works) CAI’s location (INCOTERMS 2010), as applicable. The delivery dates specified in this Agreement are
estimates 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 writing
within two (2) days of receipt of any nonconformity in the Goods, materials, shipment or delivery. Time of the essence
and any claim of nonconformity is waived unless made in writing by Buyer to CAI specifically stating the details of
such nonconformity within such two (2) day period. CAI shall be given the opportunity to inspect the complaint of
Buyer 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 either
event thereupon have the right to require Buyer to return the nonconforming material at CAI’s cost. Buyer must hold
all Goods and materials intact until returned to CAI. The foregoing are Buyer’s sole and exclusive remedies with
respect 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. Any
amounts not paid when due will be subject to a late payment fee computed daily at a rate equal to one and one half
percent (1.5%) per month or the highest rate permissible under applicable law. If, in CAI’s judgment, Buyer’s financial
condition or any other circumstance causes CAI to be insecure with respect to Buyer’s performance of any obligation
under this Agreement, CAI may accelerate and demand immediate payment of any amounts owed CAI, suspend
performance, require advance payment and/or cancel this Agreement. Unless otherwise agreed to in writing by CAI
and Buyer, the price stated on the applicable Sales Order (“Sales Price”) does not include sales, use, excise or
similar 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 other
nonperformance 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 inability
to secure labor, labor strikes, transportation facilities, fuel, energy, raw materials, supplies, or machinery at
reasonable prices or from regular sources. In the event of the occurrence of any of the foregoing, CAI may distribute
its available goods and material among its customers on such a basis as CAI deems fair and equitable, without
liability to Buyer.
DISCLAIMER OF WARRANTIES. EXCEPT AS SPECIFICALLY SET FORTH HEREIN, ALL GOODS ARE SOLD
ON AN AS-IS BASIS, AND WITH ALL FAULTS. CAI MAKES NO REPRESENTATION OR WARRANTY TO ANY
PERSON, EXPRESS OR IMPLIED, WITH RESPECT TO ANY GOODS (NOTWITHSTANDING ANY DOCUMENT OR SPECIFICATIONS), INCLUDING, WITHOUT LIMITATION, WARRANTIES OF FITNESS FOR A PARTICULAR
PURPOSE, MERCHANTABILITY, NON-INFRINGEMENT, AND WARRANTIES ARISING FROM COURSE OF
DEALING, USAGE OR TRADE.

ENVIRONMENTAL. Buyer represents and warrants that it is in compliance, and covenants that it shall be in
compliance, with all applicable federal, state and local environmental laws and regulations and any related
compliance orders (including any decrees issued pursuant thereto), which are applicable to the handling, processing
or reclamation of (or other management activities associated with) recyclable materials. CAI has not and does not
make 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 implementing
regulations), or (c) any substance that would render the material unfit for its intended use. BUYER HEREBY
EXPRESSLY WAIVES ANY AND ALL CLAIMS AGAINST CAI, ITS OFFICERS, DIRECTORS, EMPLOYEES,
AGENTS OR OTHER REPRESENTATIVES FOR ANY ALL LOSS, LIABILITY, COST AND EXPENSE (INCLUDING
WITHOUT LIMITATION STATUTORY AND COMMON LAW LIABILITY, INVESTIGATION AND REMEDIATION
COSTS, COURT COSTS, ATTORNEYS’ AND CONSULTANTS’ FEES, PERSONAL INJURY AND PROPERTY
DAMAGE) 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 OF
CONTRACT, NEGLIGENCE, TORT, OR OTHERWISE. UNDER NO CIRCUMSTANCES WILL CAI’S LIABILITY
FOR ANY CAUSE HEREUNDER EXCEED THE PURCHASE PRICE PAID BY BUYER FOR THE APPLICABLE
GOODS. BUYER AGREES THAT ALL OF THE LIMITATIONS SET FORTH HEREIN ARE AGREED UPON
ALLOCATIONS OF RISK.

Indemnification. Buyer shall indemnify, defend and hold CAI harmless from any and all third party claims asserted
arising 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 contracts
entered into with CAI, including this Agreement. If credit insurance cannot be obtained in an amount equal to this
Agreements entered into or if credit insurance is denied, cancelled or reduced by the insuring company, CAI may at
its option cancel any or all agreements with Buyer, or adjust all agreements to coincide with the amount of credit
insurance available to CAI.
Confidentiality. All specifications, documentation, pricing information and any other confidential or proprietary
information (collectively, “Confidential Information”) of CAI is the property of CAI. Confidential Information may be
provided solely for the purpose of facilitating Sales Orders and on the express condition that Confidential Information
of CAI shall not be disclosed to others nor used for any purpose by Buyer other than in connection with transacting
business with CAI pursuant to such Sales Orders, and this Agreement, as applicable. Buyer shall promptly return to
CAI all such Confidential Information upon CAI’s written request. Buyer’s obligations under this paragraph shall
survive 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 hereunder
or thereunder to any third party without CAI’s prior written consent. For purposes of this provision, a merger, stock
sale 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. Buyer
hereby irrevocably and unconditionally consents to submit to the exclusive jurisdiction of the courts of the State of
Illinois 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 and
unconditionally waives any objection to the laying of venue, and agrees not to claim that any proceeding brought in
any 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 not
affect the validity, legality or enforceability of any other provision of this Agreement and CAI and Buyer agree that the
remaining provisions will be deemed to be in full force and effect.