SHINSHO AMERICAN CORPORATION (“Shinsho”)
GENERAL TERMS AND CONDITIONS OF SALES
Shinsho is engaged in importing, exporting, sale and distribution of steel products including,but not limited to, ferrous metal materials, non-ferrous metal materials, alloy metals, fossil fuels,chemical elements, minerals, and fabricated parts (“Product(s)”); and buyer is the purchaser ofProducts (“Buyer”)
1. Controlling Terms and Conditions. Unless otherwise agreed in writing by Shinsho,
these Terms and Conditions of Sale (“T&Cs”) preempt the existence of and/oroverrides any other agreements or terms and conditions of sale issued or published byBuyer. A purchase order submitted by Buyer constitutes Buyer’s automatic consent toall T&Cs and constitutes an agreement between Shinsho and Buyer (“Agreement”).
T&Cs are specifically incorporated by this reference into every Shinsho quote, Buyer’s
Purchase Order, written or digital sales confirmation, Agreement and invoice between
Buyer and Shinsho. IF ANY T&Cs ARE NOT ACCEPTABLE TO BUYER
EXACTLY AS PROVIDED HEREIN, BUYER MUST PROMPTLY INFORMSHINSHO IN WRITING PRIOR TO SENDING A PURCHASER ORDER.
2. Purchase Terms.
a. Buyer shall purchase Product at the prices and terms set forth in its purchase order asagreed or confirmed by Shinsho, as to price, quantity, delivery and shipping
arrangements, and other necessary terms and conditions contained therein (“PurchaseOrder”). Shinsho reserves the right to modify credit terms or suspend shipments aftera Purchase Order or Agreement, should Buyer become insolvent, fail to timely pay any
invoice due to Shinsho, or should Shinsho determine in its sole discretion that it can nolonger grant Buyer credit as originally agreed. Buyer cannot cancel or modify any
Purchaser Order after material has been ordered to fill Purchase Order from a vendor,mill, or supplier of Shinsho without Shinsho’s written consent.
b. Applicable government duties, taxes, or tariffs, whenever assessed, including after thePurchase Order date, shall be the responsibility of Buyer and included or subsequentlyadded by Shinsho to the price of the Products.
c. Shinsho shall issue a separate invoice for each shipment of Product (“Invoice”). Each
Invoice shall contain certain Product information from the Purchase Order. Buyer shallpay Shinsho within the time specified in Invoice. Buyer does not own the Product until
all charges are paid in full.
d. In the event Buyer fails to timely pay an Invoice, Shinsho may, in its sole discretion,and in addition to any other rights or remedies at law or in equity, (a) remove, by selfhelp or otherwise, any and all Product from the possession of Buyer; (b) stop shipmentof all Product which may be in route to Buyer; (c) declare all amounts then due Shinsho,
together with interest calculated at the prime rate then in effect, as published in the WallStreet Journal, plus five percent (5%) to become immediately due and payable. Interest1

shall thereafter be calculated and assessed on a monthly basis until all amounts due arepaid in full. The repossession or return of any Product shall be at the sole, additional
cost and expense of Buyer including, without limitation, Shinsho’s attorneys’ fees andcosts incurred as a result of Buyer’s default.
3. Delivery (“Delivery”) and Force Majeure. Delivery shall be made at Shinsho’s election
F.O.B. Buyer’s facility or at the address shown on the Purchase Order with freightcollect or freight prepaid and charged back or included in the purchase price. Delivery
shall be deemed to have occurred when the Buyer has received the Product at F.O.B.
point. Shinsho will notify Buyer as soon as practicable of any delay, or inability tocomplete shipment. Shinsho shall not be liable to Buyer or any third-party for failure
or delay in Delivery due to any cause beyond Shinsho’s control such as, but not limited
to, acts of god, war, labor disputes, terrorism, embargoes, natural disasters, severe
weather, civil disturbances, unavailability of transportation, or compliance with any
government law, regulation or restriction. Any apportionment of Product necessitatedby any of the above circumstances will be made at the sole discretion of Shinsho.
4. Inspection and Acceptance:a. Buyer shall promptly inspect the Product upon delivery. Unless Buyer notifies
Shinsho of Product shortage, failure to meet specifications, or visible defects ordamage, acceptance shall be deemed to have occurred five (5) calendar days after
delivery of the Product (“Acceptance”.) Notification of nonacceptance and thereason for rejection must be sent in writing to Shinsho within said period. Buyer
must preserve all Product for inspection by Shinsho. Buyer’s failure to timely
notify Shinsho or preserve any rejected Product shall constitute irrevocable
Acceptance by Buyer.
b. Buyer Remedies: Rejected or nonconforming Product must be held at the place ofdelivery for a reasonable time to allow Shinsho or its agent’s inspection and further
instructions. If Shinsho agrees with the reasons for rejection (“Rejection”) theProduct will be returned to Shinsho in accordance with Shinsho’s instructions andat Shinsho’s expense. At Shinsho’s option, exercised in its sole discretion, Shinsho
will either replace the Product at the point of delivery or refund the Purchase Priceupon the return of the Product. Any commingling of nonconforming Product or
Rejected Product shall constitute irrevocable Acceptance by Buyer. Shinsho shallhave no obligation to hold or resell Rejected Product for Buyer’s account. Buyer’ssole and exclusive remedy with respect to any Rejection is as provided herein.
5. Seller’s Remedies. Shinsho may exercise any or all remedies afforded Shinsho in law,equity or under the Uniform Commercial Code (“UCC”), including recovery andrepossession of any unpaid Product from Buyer, at Buyer’s expense, and recovery of
Shinsho’s attorneys’ fees and costs.
6. Risk of Loss and Title. Buyer shall bear all risk of loss upon Delivery of the Product.
Title shall pass to Buyer only upon full payment for the Product, and Buyer grants
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Shinsho the right to file any documentation necessary to preserve Shinsho’s title in theProduct as provided by the UCC or any other state/local commercial title statutes. Infurtherance thereof:a. Until paid in full, Buyer hereby grants to Shinsho a security interest in and tothe Product.; andb. Buyer does hereby grant unto Shinsho the power to execute, file, record ornotice all UCC documentation necessary to perfect said security interest.
7. Liability and Indemnification.
a. Buyer’s Liability. Upon Delivery of the Product, Buyer shall be responsible for any
loss of, or damage to the Product. Should any Product be damaged or suffer shortage
after Delivery, Buyer shall remain liable for the full value of the Product. Buyer does
hereby indemnify and hold Shinsho, its officers, directors, employees, and agentsharmless from and against any and all costs, fees, damages, and expenses (including,but not limited to attorneys’ fees) arising out of or related to Buyer or any of its agent’s
acts, misrepresentations or omissions of fact, improper handling or storage of theProduct, or other breach hereof.
b.

Shinsho shall not be liable for any alteration, damage or defect of the Product that
results from Buyer’s improper handling, negligence or storage of the Product or for any
special, consequential or incidental damages, personal injury or death, property
damage, lost profits or delay, whether arising in contract or in tort, to the fullest extent
allowed by law. which arise therefrom, regardless of whether any said damages wereforeseeable or otherwise at the time of Purchase Order.

8. Representations and Warranties.
a. Shinsho warrants that it possesses good and marketable title to the Product free andclear of any encumbrances, liens, or other restriction, and that upon payment in full,any buyer of the Product shall receive good and marketable title thereto. Product will
substantially conform to specifications subject to standard mill and/or industry
variations, if any, and will be free from defects in material and workmanship. BUYER
ACKNOWLEDGES THAT THIS EXRESS WARRANTY EXCLUDES ALL
OTHER WARRANTIES, STATUTORY, EXPRESS, OR IMPLIED, INCLUDING,WITHOUT LIMITATION, THE WARRANTY OF FITNESS FOR A
PARTICULAR PURPOSE AND WARRANTY OF MERCHANTABILITY, ALLOF WHICH ARE SPECIFICALLY DISCLAIMED HEREIN.
b. Shinsho and Buyer warrants and represents to each other that (i) each has the right andlegal authority to enter into this Agreement; (ii) each is duly organized and validly
existing and in good standing under the laws of the state of its incorporation orformation; (iii) the execution of any Agreement of purchase and sale of Product shall3

include these T&Cs, and the performance by each Party of its obligations and duties
hereunder does not and will not violate the organizational documents or any agreement
by which the Party is bound; (iv) neither is a party to or bound by any agreement orinstrument or subject to any corporate restrictions or any judgment, order, writ,injunction, decree, law, rule or regulation that now or in the future may materially or
adversely affect the ability of either party to perform its obligations under theAgreement, or restrict the ability of such party to perform its obligations under theT&Cs.
9. LIMITATION OF LIABILITY AND REMEDIES. SHINSHO SHALL IN NO
EVENT BE LIABLE TO BUYER FOR ANY INDIRECT, SPECIAL, EXEMPLARY,CONSEQUENTIAL OR INCIDENTAL DAMAGES ARISING OUT OF OR IN
CONNECTION WITH ANY AGREEMENT (INCLUDING, WITHOUTLIMITATION, ANY DAMAGES FOR DEFECTS), WHETHER ARISING FROMMISTAKES, OMISSIONS, INTERRUPTIONS, ERRORS, DEFECTS, DELAYS INOPERATION OR TRANSMISSION, FAILURE OF PERFORMANCE, OR THE
USE OR PERFORMANCE OF THE PRODUCT NOTWITHSTANDING SHINSHOHAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
SHINSHO’S AGGREGATE LIABILITY FOR ALL CLAIMS OF BUYER OR ANYTHIRD-PARTY BUYER, IN ANY WAY IN CONNECTION WITH THEPRODUCT, RESALE OR THE USE THEREOF, WHETHER ARISING INCONTRACT, TORT OR ANY OTHER LEGAL THEORY (INCLUDING,WITHOUT LIMITATION, NEGLIGENCE OR STRICT LIABILITY) SHALL BE
LIMITED TO THE REFUND OR REPLACEMENT OF ANY DEFECTIVEPRODUCT.

10. Confidentiality. “Confidential Information” includes all proprietary information and any
and all non-public information, documents, data, and know-how which Shinsho may
disclose to Buyer relating to its products, services, business, and pricing. Buyer agrees thatit shall use such Confidential Information solely for the purposes of purchasing Productfrom Shinsho, and that it shall not, at any time during or after the term contained herein,
disclose such Confidential Information, directly or indirectly, to any third-party orotherwise use such Confidential Information, without Shinsho’s prior written consent.
Upon Shinsho’s request, Buyer shall promptly return all Confidential Information to
Shinsho together with any copies thereof.
11. Notice. Any notices to be given under the T&Cs shall be in writing and shall be deemed
duly given on (i) the date of personal or courier delivery; or (ii) the date of electronic ordigital transmission, with confirmation of receipt by the receiver:To Buyer:
At any published contact address or email address of Buyer of which
Shinsho has record;4

To Shinsho:Shinsho American Corporation
Attn: Vice President of Sales
26200 Town Center Drive, Suite 220,Novi, Michigan 48375
Telephone: (248) 675-0058
Fax: (248) 675-0061
Or at such address that Shinsho shall provide to Buyer in writing.
12. Assignment. Buyer shall not assign any Agreement or Purchase Order entered into to any
third party without the express written consent of Shinsho. All of the terms and conditions
contained herein shall extend to and be binding upon all successors and assigns of therespective parties hereto.
13. Amendment. The T&Cs shall not be amended, supplemented, extended, or modified
except in writing signed by authorized representatives of Shinsho and Buyer.
14. Audit/Retention of Records. Buyer shall maintain books and records relating to theperformance of all transactions conducted under any agreement between the parties. Booksand records, including information stored in databases or other computer systems, shall bemaintained by the Buyer for a period of ten (10) years from the date of final payment under
any Agreement, and shall be available for review or audit by representatives of Shinsho
and any other internal or external auditors or governmental entities with monitoring
authority, upon reasonable notice and during normal business hours. Buyer shall cooperate
fully with any such audit and with any investigation conducted by any such entities. Buyer
shall not impose a charge for any audit or examination of Buyer’s books and records.
15. No Waiver. No waiver of any term or default of any term hereof shall be deemed a waiverof any other term or default of the same term or default on another occasion. The failureof either party to enforce its rights under the T&Cs, at any time for any period, shall not beconstrued as a waiver of such rights.
16. Severability. If any one or more of the provisions hereof or related transaction documents
shall for any reason be held to be invalid or unenforceable in any respect, such invalidity,
illegality or unenforceability shall not affect any other provision hereof, and shall beconstrued as if such invalid, illegal or unenforceable provision had never been contained
herein.
17. Survival. Any T&Cs that expressly or by their nature contemplate performance after atransaction is complete, terminates or expires will survive and continue in full force andeffect including, but not limited to, provisions regarding confidentiality, record retention,liability, or indemnification.
18. Governing Law. The validity, construction, performance, and effect hereof and all sales by
Shinsho shall be governed by the laws of the State of Michigan, USA, without regard to5

principles of conflicts of law. Exclusive jurisdiction for any dispute arising hereunder shallbe brought in the courts of the State of Michigan, USA.
19. Captions. The captions of the paragraphs hereof are for convenience only and shall not
influence the construction or interpretation hereof.

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