LAST REVISED ON: OCTOBER, 2020

1. CONTRACT. This purchase order is an offer by Outlast (the "Buyer") for the purchase of the materials specified on the face of this purchase order from the party to whom the purchase order is addressed (the "Seller") in accordance with and subject to these terms and conditions (the “Order”), together with the terms and conditions on the face of the purchase order (the "Terms"). This Order, together with any documents incorporated herein by reference, constitutes the sole and entire agreement of the parties with respect to the Order, and supersedes all prior or contemporaneous understandings, agreements, negotiations, representations and warranties, and communications, both written and oral, with respect to the subject matter of the Order. The Order expressly limits Seller's acceptance to the terms of the Order. These Terms prevail over any terms or conditions contained in any other documentation and expressly exclude any of Seller's general terms and conditions of sale or any other document issued by Seller in connection with this Order. These Terms apply to any repaired or replacement material provided by Seller hereunder.
2. PRICE AND CONDITIONS OF ACCEPTANCE. If a FOB point is not otherwise specified in the purchase order, the price stated is FOB Incoterms® 2020 at the delivery location specified in the purchase order. Regardless of the point of delivery, all material shall be received subject to acceptance of the material by Buyer’s ultimate consumer (the “consumer”), with the weights, specifications and grading of that consumer to govern, or if no ultimate consumer is known at the time of shipment, all material shall be received subject to acceptance by Buyer, with the weights, specifications and grading of Buyer to govern. All costs incurred to satisfy such consumer’s (or Buyer’s, if applicable) delivery requirements will be for Seller’s account. Despite the FOB shipping term designation, Seller shall have risk of loss for all material shipped until received and accepted by the consumer (or Buyer, if applicable), at which time title to and risk of loss with respect to the material shall pass to the consumer (or Buyer, if applicable). Rejected material remains Seller’s property at Seller’s risk and subject to Seller’s disposition. Seller must load clean transportation equipment. Any expense or shortage incurred because of foreign matter in the shipment or because equipment is loaded in excess of or less than carrier’s loading rules will be paid by Seller. All materials shall be delivered to the address specified in the purchase order during normal business hours or as otherwise instructed by the Buyer.
3. PAYMENT TERMS. Payment terms are as set forth in the purchase order. If no payment terms are specified in the purchase order, the net amount shall be payable within 45 days after the later of (a) delivery and acceptance of the material or other performance conforming with the Terms, and (b) Buyer’s receipt of Seller’s invoice. In all cases, Seller must mail the original invoice, including any receiving/weight tickets, to Buyer to receive payment. Unless otherwise stated in the purchase order, the price includes all duties, levies, freight charges, insurance charges, and any other charges whatsoever in connection with the sale or delivery of the material. Seller represents and warrants that the price for the material is the lowest price charged by Seller to any of its external buyers for similar volumes of similar material. If Seller charges any other buyer a lower price, Seller must apply that price to all material under this purchase order. If Seller fails to meet the lower price, Buyer, at its option, may terminate this purchase order without liability or Buyer may set off against any amounts owed to Seller the amount charged to Buyer in excess of such lower price. Buyer will not pay for any material that does not comply with the warranty set forth in Section 4.
4. WARRANTY. Seller warrants to Buyer that (a) Seller has good and marketable title to the material, and the right to transfer such material free and clear of all liens, restrictions, and/or encumbrances, (b) the material is merchantable and will conform to the specifications and/or other descriptions set forth on the purchase order, and any samples provided or shown to Buyer, and (c) the material and its sale and transportation hereunder will comply with all applicable federal, provincial, state or local laws, ordinances, rules and regulations. These warranties survive any delivery, inspection, acceptance or payment of or for the materials by Buyer. These warranties are cumulative and in addition to any other warranty, express or implied, provided by law or equity. If Buyer gives Seller notice of noncompliance with this Section, Seller shall, at its own cost and expense, replace or repair the defective or nonconforming material and pay for all related expenses, including, but not limited to, transportation charges for the return of the defective or nonconforming materials to Seller and the delivery of repaired or replacement material to Buyer.
5. BUYER’S RIGHTS; FORCE MAJEURE. Time is of the essence in the performance of this contract. In the event of nonconformity, non-delivery, partial delivery or late delivery, Buyer may, at its option, (i) cancel this contract, or (ii) replace the material in the open market after due notice and within a reasonable period of time and, in either case, recover from Seller, at Buyer’s option, (a) the Buyer’s anticipated profit from the sale of the material to the consumer, or (b) the difference between the market price of the material at the time of replacement and the contract price (if Buyer elects to replace the material); provided, however, that Buyer’s cancellation of the contract shall not be a necessary condition of any such recovery. The foregoing rights and remedies of Buyer are in addition to all of its other rights and remedies under this contract or at law. Without prejudice to any other right or remedy it may have, Buyer reserves the right to set off at any time any amount owed to it by Seller against any amount payable by Buyer to Seller under this contract or any other contract between the parties. No extension of time granted by Buyer shall constitute a waiver of this provision. Buyer shall not be liable for any delay or failure of performance due to a request for delay by the consumer, strikes, acts of God, or other causes beyond its control, provided that Buyer shall have given notice to Seller of any such cause for delay or anticipated delay promptly following the commencement thereof. If any delay in Seller’s delivery impairs Buyer’s ability to meet its delivery schedule to the consumer, Buyer may, at its option, and without liability to Seller, cancel this contract and any outstanding deliveries hereunder in whole or in part.
6. INDEMNIFICATION. Seller represents and warrants that the material furnished by Seller hereunder does not contain closed containers (including uncut steel rollers ), or any hazardous materials, including, without limitation, gasoline, petroleum products, explosives, radioactive materials, hazardous wastes, hazardous or toxic substances, polychlorinated biphenyls or related or similar materials, asbestos or any material containing asbestos, or any other substance or material that may be defined or listed as a hazardous or toxic substance, or otherwise regulated by any federal, provincial, state or local law, ordinance, rule or regulation including, without limitation, the Comprehensive Environmental Response, Compensation, and Liability Act of 1980 (42 U.S.C. §9601, et seq.), the Hazardous Material Transportation Act (49 U.S.C. §1801, et seq.), the Resource Conservation and Recovery Act (42 U.S.C. §6901, et seq.), the Federal Water Pollution Control Act (33 U.S.C. §1251, et seq.), the Federal Clean Air Act (42 U.S.C. §7401, et seq.), or the Toxic Substances Control Act (29 U.S.C. §651, et seq.), in each case, as amended or supplemented from time to time, and any regulations adopted and publications promulgated pursuant thereto and analogous federal, state, provincial or local statutes. Seller acknowledges that Buyer is relying on Seller’s representations and warranties made in the Terms in connection with its agreement to enter into this contract. Seller will indemnify, defend and save harmless Buyer, its affiliates and their respective officers, directors, employees, contractors and agents (collectively, the “Indemnified Parties”) from and against any and all loss, liability, expenses, claims, demands, actions and causes of action including attorneys’ fees and costs (collectively, “Losses”) that arise from or in connection with the sale, transportation or use by any of the Indemnified Parties, or any of their customers, of the material furnished by Seller hereunder or from any breach or violation of any of Seller’s representations or warranties made in the Terms. For purposes of clarification, Seller’s indemnification obligations shall include and cover (without limitation) any Losses incurred by any of the Indemnified Parties, or any of their customers, as a result of the material furnished by Seller hereunder (i) being used by an ultimate consumer in the production of steel or any other metallic product, and (ii) causing such steel or other metallic product to be rejected or downgraded by such consumer due to unanticipated levels of copper, nickel, tin, molybdenum, chromium, lead, sulfur, or other elements. Seller shall procure and maintain, from reputable providers, product liability insurance with a sufficient amount of coverage to satisfy such requirement.
7. ADDITIONAL SHIPPING TERMS. (A) For all Shipments by Rail: Seller must furnish rail car numbers to Buyer upon loading. Any demurrage, switching charges or other expense caused by the failure of Seller to furnish such information upon loading or by reason of cars arriving without notice shall be paid by Seller. If Seller loads or unloads a Buyer owned or leased car, and the car is not released within two (2) days following placement for loading or unloading, a charge of fifty dollars ($50,00) per day, per car will be assessed against Seller. (B) For shipments by barge or vessel: Seller must provide notice to Buyer of applicable barge numbers or vessel name prior to departure from the loading port. Any demurrage or other expense caused by Seller’s failure to provide such notice shall be paid by Seller. Regardless of and in addition to such demurrage or other expense payable by Seller, if Seller fails to give the notice required hereunder, a charge of (i) one hundred fifty dollars ($150.00) per barge, per day following the date of departure from the loading port, and/or (ii) one hundred fifty dollars ($150.00) per vessel, per day following the date of departure from the loading port, will be assessed against Seller. (C) For all shipments: Seller must certify on the bill of lading that shipment is for recycling purposes. Except as otherwise required to meet consumer’s specific delivery requirements, Seller must ship evenly throughout the month. Any fuel surcharge will be for the account of Seller. All charges by the consumer for non-notification of cars, failure to provide or delayed barge or vessel notice, or incomplete shipping information and charges related to rejection will be for Seller’s account. Buyer shall have the right to set off any amount owed by Seller under this Section 6 at any time against any amount payable by Buyer to Seller under this contract or any other contract between the parties.
8. TERMINATION. Buyer may terminate this purchase order, in whole or in part, at any time with or without cause for undelivered materials upon two (2) days’ prior written notice to Seller. In addition to any remedies that may be provided under these Terms, Buyer may terminate this purchase order with immediate effect upon written notice to the Seller, either before or after the acceptance of the materials, if (i) Seller has not performed or complied with any of these Terms, in whole or in part, (ii) Buyer reasonably believes that Seller may fail to perform any of its obligations under this contract or (iii) Seller has failed to substantially or timely perform its obligations under any other contract with Buyer. If the Seller becomes insolvent, files a petition for bankruptcy or commences or has commenced against it proceedings relating to bankruptcy, receivership, reorganization or assignment for the benefit of creditors, then the Buyer may terminate this purchase order upon written notice to Seller. If Buyer terminates the purchase order for any reason, Seller’s sole and exclusive remedy is payment for the material received and accepted by Buyer prior to the termination.
9. RELEASE OF CONTAINERS. If the selling party releases containers without the written consent of Buyer, Buyer is removed of all liability for the payment of materials. This is subject to Buyer providing proof of non-payment for the sale of materials.
10. TAXES. Seller is responsible for the payment of any sales, use or other taxes, tariffs, or similar charges arising from the sale of material pursuant to this contract, and that any such taxes are included in the price set forth in the purchase order. Seller will reimburse Buyer if it pays any such taxes, tariffs or other charges directly to the relevant authorities, including any interest and penalties thereon.
11. AMENDMENT; WAIVER. The Terms may not be modified, altered or waived, either orally, by usage of trade, course of performance or course of dealing. Any change to, deviation from, or waiver of the Terms shall only be made pursuant to a writing signed by the party to be bound. No waiver by any party of any of the provisions of the purchase order shall be effective unless explicitly set forth in writing and signed by the party so waiving. Except as otherwise set forth in the purchase order, no failure to exercise, or delay in exercising, any rights, remedy, power or privilege arising from the purchase order shall operate or be construed as a waiver thereof, nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.
12. SEVERABILITY; ASSIGNABILITY; CONFLICT. If any term or provision of this contract is declared invalid, illegal or unenforceable in any jurisdiction, (a) the affected provision will be modified to conform to applicable law, if possible, or omitted, and (b) such invalidity, illegality or unenforceability shall not affect any other term or provision of this contract or invalidate or render unenforceable such term or provision in any other jurisdiction. No assignment of this contract shall be made without prior written consent of Buyer. In the event of a conflict between the terms set forth in the purchase order and these terms and conditions, the terms set forth in the purchase order shall prevail.
13. JURISDICTION. All disputes arising directly or indirectly hereunder or in connection herewith shall be resolved in the federal or state courts located in the State of Delaware, in the United States of America. Buyer hereby consents to the exclusive jurisdiction of the state and federal courts sitting in the State of Delaware, (b) agrees to appear in any such proceeding upon notice thereof, and (c) waives the right to assert that any action in any such court is in an improper venue or should be transferred to a more convenient forum. The losing party in any lawsuit shall pay its own and the prevailing party’s attorney’s fees, costs and expenses.
14. APPLICABLE LAW. All questions arising hereunder, in connection herewith, or in connection with a quotation or any other document submitted in connection therewith shall be interpreted and resolved in accordance with the laws of the State of Delaware (including without limitation the UCC) without regard to its conflicts of law provisions and excluding the United Nations Convention on Contracts for the International Sale of Goods.
15. CONFIDENTIAL INFORMATION. All non-public, confidential or proprietary information of the Buyer, including, but not limited to, documents, data, business operations, customer lists, pricing, discounts or rebates, disclosed by Buyer to Seller, whether disclosed orally or disclosed or accessed in written, electronic or other form or media, and whether or not marked, designated or otherwise identified as “confidential,” in connection with the purchase order is confidential, solely for the use of performing the purchase order and may not be disclosed or copied unless authorized by Buyer in writing. Upon Buyer’s request, Seller shall promptly return all documents and other materials received from Buyer. Buyer shall be entitled to injunctive relief for any violation of this Section. This Section shall not apply to information that is: (a) in the public domain; (b) known to the Seller at the time of disclosure; or (c) rightfully obtained by the Seller on a non-confidential basis from a third party.
16. CUMULATIVE REMEDIES. The rights and remedies under this purchase order are cumulative and are in addition to and not in substitution for any other rights and remedies available at law or in equity or otherwise.
17. NOTICES. All notices, request, consents, claims, demands, waivers and other communications hereunder (each, a “Notice”) shall be in writing and addressed to the parties at the addresses set forth on the face of this purchase order or to such other address that may be designated by the receiving party in writing. All Notices shall be delivered by personal delivery, nationally recognized overnight courier (with all fees prepaid), facsimile (with confirmation of transmission) or certified or registered mail (in each case, return receipt requested, postage prepaid). Except as otherwise provided in this purchase order, a Notice is effective only (a) upon receipt of the receiving party, and (b) if the party giving the Notice has complied with the requirements of this Section.
18. INSURANCE. During the term of the purchase order and for a period of five years after delivery of the material, Seller shall, at its own expense, maintain and carry insurance in full force and effect which includes, but is not limited to, commercial general liability (including product liability) with coverage amounts needed to pay for any coverage liability hereunder with financially sound and reputable insurers. Upon Buyer’s request, Seller shall provide Buyer with a certificate of insurance from Seller’s insurer evidencing the insurance coverage specified in this purchase order. Seller shall provide Buyer with thirty days’ advance written notice in the event of a cancellation or material change in Seller’s insurance policy. Except where prohibited by law, Seller shall require its insurer to waive all rights of subrogation against Buyer’s insurers and Buyer.
19. SURVIVAL. Provisions of this purchase order which by their nature should apply beyond their terms will remain in force after any termination or expiration of this purchase order including, but not limited to, the following provisions: Warranties, Indemnification, Insurance, Compliance with Laws, Confidential Information, Governing Law, Submission to Jurisdiction and Survival.