Last Revised On: NOVEMBER, 2022

1. CONTRACT. This Purchase Order and these terms and conditions of Purchase Order (collectively, the “Order”) is an offer by Outlast (the "Buyer") for the purchase of the materials specified on the face of the Order from the party to whom the Order is addressed (the "Seller"). 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. This Order prevails over any terms or conditions contained in any other documentation including, without limitation, any of Seller's general terms and conditions of sale. This Order applies to any repaired or replacement material provided by Seller hereunder.
2. PRICE AND CONDITIONS OF ACCEPTANCE. The price stated is per Incoterms® 2022 at the loading location specified in the Order. Unless the Order otherwise provides, drayage charges are not included in the stated price. All material provided for in the Order is received (i) subject to acceptance by Buyer’s consumer (the “Consumer”), with the weights, specifications and grading of that consumer to govern, or (ii) if the consumer is not known by Buyer at the time of shipment, subject to acceptance by Buyer, with the weights, specifications and grading of Buyer to govern. All costs incurred to satisfy the delivery requirements of such consumer or Buyer will be for Seller’s account. Notwithstanding any shipping term designation to the contrary, Seller shall have risk of loss for the material that is the subject of this Order until such material is received by the consumer; provided, however, that the Consumer shall reimburse Seller for any insurance deductible(s) paid by Seller in respect of any applicable insurance claim relating to such material. Rejected material remains Seller’s property at Seller’s risk and subject to Seller’s disposition. Seller must load transportation equipment that is considered clean under industry standards. All materials are loaded at the loading location specified in the Order during normal business hours or as otherwise instructed by the Buyer.
3. WEIGHT-BASED CONDITIONS OF ACCEPTANCE. If the loaded weight of all containers is less than 95% of the contracted weight for the Order, Seller will pay Buyer (1) the difference in materials at the purchase price for each container loaded below 95% and (2) the prorated freight cost for each container loaded below 95%. Any expense incurred because of foreign matter in the shipment or because equipment is loaded in excess of the carrier’s loading rules will be paid by Seller.
4. PAYMENT TERMS. Payment terms are as set forth in the Order. If no payment terms are specified in the Order, the net amount is payable within 45 days after the later of (a) delivery and acceptance of the material or other performance conforming with the Order, and (b) Buyer’s receipt of Seller’s invoice. Seller must submit the original invoice, including any receiving/weight tickets, to Buyer to receive payment. Unless otherwise stated in the 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’s price for the material that is the subject of the Order must be the lowest price charged by Seller for similar volumes of similar material on the day the Order is signed. Or Buyer may, at its option, (i) terminate this Order without liability or (ii) set off against any amounts owed to Seller the amount charged to Buyer in excess of such lower price.
5. 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 will, 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.
6. RESCHEDULING. Requests by Seller for loading rescheduling (either earlier or later) will be accommodated, if possible, at the sole discretion of Buyer. If Buyer consents, a rescheduling that extends loading thirty (30) days or more beyond the Cargo Cut-Off Date of the original booking will result in a rescheduling charge equal to two percent (2%) of the total Order price for each thirty (30) day delay beyond such a thirty (30) day period, up to a maximum rescheduling delay of one hundred twenty (120) days beyond the Cargo Cut-Off Date of the original booking. Extenuating circumstances such as unavoidable equipment shortages can be exempt upon the Buyer's consent.
7. FORCE MAJEURE. Buyer will not be liable for any delay or failure of performance due to a foreseeable cause beyond its control. Buyer will promptly give notice to Seller of any such cause for delay or anticipated delay. If delay in Seller’s delivery impairs Buyer’s ability to meet its delivery schedule to its consumer, Buyer may, at its option, and without liability to Seller, cancel the Order and any outstanding deliveries hereunder in whole or in part.
8. INDEMNIFICATION. Unless the material is otherwise listed as hazardous on the Order, Seller represents and warrants that such material 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 Order. 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 respective customers, of the material furnished by Seller hereunder or from any breach or violation of any of Seller’s representations or warranties made in this Order. Seller’s indemnification obligations will 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.
9. ADDITIONAL SHIPPING TERMS. For 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 is 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. For shipments by Barge or Vessel: Seller must furnish Buyer with 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 is 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. For all shipments: Seller must certify on the bill of lading that shipment is for recycling purposes. Delivery requirements are as stated on the Order. 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 will have the right to set off any amount owed by Seller under this Section 9 at any time against any amount payable by Buyer to Seller under this Order or any other Order, contract or other agreement between the parties. 
10. TERMINATION. In addition to any remedies that may be provided under this Order, Buyer may terminate this 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 the terms of this Order, in whole or in part, (ii) Buyer reasonably believes that Seller may fail to perform any of its obligations under this Order or (iii) Seller has failed to substantially or timely perform its obligations under any other Order or other agreement with Buyer. Buyer may terminate this Order upon written notice to Seller if 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 Seller’s sole and exclusive remedy for such termination will be payment for material received and accepted by Buyer prior to termination.
11. RELEASE OF CONTAINERS. Buyer will have no obligation of payment for materials in  containers released by Seller without the prior written consent of Buyer.
12. TAXES. Seller will pay all sales, use or other taxes, tariffs, or similar charges arising from the sale of material pursuant to this Order. All such taxes must be included in the price set forth in the Order. Seller will reimburse Buyer if Buyer pays any such taxes, tariffs or other charges directly to the relevant authorities, including any interest and penalties thereon.
13. AMENDMENT; WAIVER. This Order 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 set forth in this Order will only be made pursuant to a writing signed by Buyer and Seller. Except as otherwise set forth in this Order, no failure to exercise, or delay in exercising, any rights, remedy, power or privilege arising from this Order will operate or be construed as a waiver thereof, nor will 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.
14. SEVERABILITY; ASSIGNABILITY; CONFLICT. If any term in this Order is determined to be invalid, illegal or unenforceable in any jurisdiction, (a) the affected term will be modified to conform to applicable law,  if permitted or otherwise omitted, and (b) such invalidity, illegality or unenforceability will not affect any other term of this Order or invalidate or render unenforceable such term in any other jurisdiction. No assignment of this Order is made without prior written consent of Buyer.
15. JURISDICTION. All disputes arising directly or indirectly hereunder or in connection herewith is 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 Cook County 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 legal or administrative proceeding will pay its own and the prevailing party’s attorney’s fees, costs and expenses.
16. APPLICABLE LAW. All questions arising hereunder, in connection herewith, or in connection with a quotation or any other document submitted in connection therewith is 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.
17. 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 this Order is confidential, solely for the use of performing the Order and may not be disclosed or copied unless authorized by Buyer in writing. Seller will promptly return all documents and other materials received from Buyer in connection with this Order. Buyer may exercise all legal and equitable remedies for any violation of this Section 17. 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 will not be deemed “confidential” for purposes of this Section 17.
18. CUMULATIVE REMEDIES. The rights and remedies under this 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.
19. NOTICES. All notices, requests, consents, claims, demands, waivers and other communications hereunder (each, a “Notice”) is in writing and addressed to the parties at the addresses set forth on the face of this Order or to such other addresses that may be designated by the receiving party in writing. All Notices are 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 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.
20. INSURANCE. From the date of this Order, and for a period of five (5) years from the date delivery of the material provided for in this Order, Seller will, at its own expense, maintain and carry insurance with financially sound and reputable insurers in full force and effect including,  but not limited to, commercial general liability and product liability insurance with coverage amounts needed to meet all of Seller’s obligations under this Order (including, without limitation, Seller’s obligations under Section 8 of this Order). Upon Buyer’s request, Seller will provide Buyer with a certificate of insurance from Seller’s insurer evidencing the insurance coverage specified in this Order. Seller will 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 will require its insurer to waive all rights of subrogation against Buyer’s insurers and Buyer.
21. SURVIVAL. The terms of this Order will survive the date on which this Order is signed for a period of five (5) years.

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