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Legal

Terms & Conditions of Sale

The sale of goods and the provision of services by Titan Steel Corporation, its affiliate, and its employees (the “Seller”) are subject to these Terms and Conditions. The purchaser of any service or product (the “Buyer”) agrees to be bound by these Terms and Conditions.

The Buyer and Seller agree that the Terms and Conditions are accepted in good faith by both parties as the controlling and final terms and conditions. Buyer and Seller further agree that there should not be a “battle of forms” as described in Section 2-207 of the Uniform Commercial Code. The terms hereof shall control regardless of whether or when the Buyer has submitted or sent a purchase contract. Seller’s commencement of performance is not to be construed as acceptance of any of Buyer’s terms or conditions.

1. OFFER & ACCEPTANCE

a. Any sales order issued by Seller, or Seller’s acceptance of a purchase order from Buyer, shall be subject to these Terms and Conditions.

b. Buyer accepts these Terms and Conditions by (i) acknowledgement of the Seller’s sales order, quotation, order acknowledgement or invoice forms without written objection sent to Seller within ten (10) days after receipt of this acknowledgement; (ii) delivery to Seller of a purchase order; (iii) giving to Seller, orally or in writing, instructions to begin work; or (iv) Buyer’s receipt of delivery of all or any part of the goods or services ordered.

c. Buyer may not modify, cancel, or otherwise alter any order without Seller’s written consent.

2. TERMS OF PAYMENT

a. Payment shall be made in U.S. dollars and shall be shall be net 30 days from the date of invoice.

b. Payment by letter of credit shall be irrevocable, confirmed and without recourse, payable to Seller in Maryland in U.S. dollars. The letter of credit shall permit partial shipments and shall be in form and content satisfactory to Seller. The amount stated in the letter of credit shall be for an amount of ten percent (10%) over or below estimated value. The letter of credit shall be established within twenty days from the date of confirmation and shall remain in force until the sales contract shall be completely performed.

c. Delay by the Buyer in establishing payment shall extend the time of performance by the Seller or, at the Seller’s option, may deem it to be a wrongful termination of the sales contract by the Buyer and the Buyer shall thereupon be liable for all damages.

d. Interest shall be charged at an amount equal to one and one-half percent (1.5%) per month, or the maximum rate permitted by law, on all amounts past due.

e. At its reasonable discretion, including for delay of delivery by the Buyer, Seller may bill goods or services to Buyer at the contract price. Goods will be stored at Buyer’s sole risk, expense and account.

3. DELIVERY

a. Delivery within thirty days after date specified for delivery shall be deemed timely delivery. Thereafter shipment prior to written receipt of cancellation shall constitute timely delivery. b. The goods are to be delivered to the destination stated by the Buyer at the time the order is placed, and the Buyer guarantees that the goods will be shipped to that destination, and agrees to furnish, if required by Seller, a Landing Certificate duly signed by the Customs Authorities at the port of destination, certifying that the goods have been landed and entered at that

b. The goods are to be delivered to the destination stated by the Buyer at the time the order is placed, and the Buyer guarantees that the goods will be shipped to that destination, and agrees to furnish, if required by Seller, a Landing Certificate duly signed by the Customs Authorities at the port of destination, certifying that the goods have been landed and entered at that port.

c. Any delivery not in dispute shall be paid for separately regardless of any other dispute. d. Delivery or tender within ten (10%) percent of the quantity specified shall constitute compliance with contract. Seller shall not be liable for delayed shipment due to inability to obtain shipping space to port of destination.

4. CLAIMS AND LIMITATIONS

a. Buyer shall be deemed to have accepted the goods and his right to cancel, reject or to make any claim against Seller, shall be deemed to have expired and to have been waived, unless Buyer shall have first complied with the following conditions: (i) Buyer must have immediately discontinued use of any item claimed to be defective; (ii) Written notice of claim from Buyer shall have been received by Seller within twenty days of the date of the delivery of the goods to Buyer; (iii) The shipment in its entirety shall have been inspected by a surveyor designated by Seller, and at time of such inspection at least eighty (80%) percent of the shipment shall still have been unopened and in original packing; (iv) Seller or its agent shall have been given a reasonable opportunity to be present during inspection of goods by surveyor; and (v) The survey shall be conducted only under the practices and standards acceptable to the Seller.

b. If it is found that Seller has made a good delivery, the cost of such survey shall be paid by Buyer.

c. Processing or in any manner changing the form of goods constitutes acceptance and waiver by Buyer of any claim for defects.

d. In no event will the Seller be liable for damages of any nature, such as but not limited to consequential, special, indirect, punitive or exemplary damages, costs, expenses or losses (including lost profits or opportunity costs) arising from contract, tort (including negligence) or otherwise. This provision shall apply both to patent and latent defects.

e. In no event shall Seller’s liability exceed the contract price of the goods sold or services rendered against which a claim is made. At Seller’s option, Seller’s liability shall be limited to: (i) the obligation to repair or replace goods or services proven to have failed to meet the specifications set forth on the sales contract, or provide credit for thereof; or (ii) the reimbursement for the difference between (y) the contract price of the goods or services proven to have failed to meet the specifications set forth on the sales contract, less (z) the market value on the contract delivery date of any goods or services delivered or to be delivered, or provide credit for thereof.f

f. No action at law or in equity and no proceeding for arbitration shall be brought by Buyer against Seller unless brought within one year from the date of the delivery of the goods to Buyer or from the date of the Seller’s breach of contract, whichever is earlier.

5. SECURITY INTEREST

a. Buyer hereby grants to Seller a security interest in the products sold hereunder until Buyer has completed payment of the purchase price in full, plus accrued interest, if any, and fully performs the other terms and conditions hereof, at with time Seller’s security interest is satisfied. Notwithstanding the foregoing, Seller claims no security interest in products acquired directly by buyer from a third party and delivered to Seller for storage or processing.

6. SPECIFICATIONS AND SHIPPING INSTRUCTIONS

a. Buyer must submit specifications and shipping instructions with order, or within time required in sales contract. If Buyer fails to do so, Seller at its option may (y) treat the contract as breached by Buyer and hold Buyer liable for all damages sustained thereby, or (z) bill and hold goods.

b. Goods shall be furnished in accordance with specifications set forth on the sales contract. Seller shall not be liable for normal defects, nor customary variations from the specifications. Seller makes no warranty to the fitness of the goods for any specific purpose.

7. SHIPPING AGENT

a. If Seller shall act as shipping agent for Buyer, Seller will take out any necessary documents as such shipping agent of Buyer, who must state how material is to be delivered on such documents. If Buyer shall not furnish the necessary instruction, Seller will make declarations according to its best judgment but will not in any case be responsible for any fines or other charges due to errors or incorrect declarations. All charges, including charges on invoices and certificates of origin, are for account of Buyer and, if prepaid by Seller, shall be added to the amount of the invoices and repaid by Buyer in accordance with the terms of payment provided for in the sales contract.

8. DEFAULT BY BUYER

a. Upon breach by Buyer of any installment, Seller, at his option, may treat such breach as severable or as a breach of the entire contract, on giving written notice of such election to Buyer. If Buyer breaches this contract or any installment thereof, in addition to all other rights provided by law, Seller may sell the goods at public or private sale without notice to Buyer and Buyer shall be liable for the difference between the contract price and the amount received on such sale, together with the costs and the expenses of such sales. At such sale, Seller may become the Buyer of such goods.

9. PASSING OF TITLE

a. Title to goods, or any instalment thereof, passes to Buyer when delivered by Seller or his agent to a common carrier or licensed trucker, consigned to Buyer or his agent, subject to Seller’s right of stoppage in transit. If strike, embargo or any other cause beyond Seller’s control prevents delivery to Buyer or his agent, or delivery to carrier or trucker, title passes as soon as goods have been set aside by Seller or his agent and invoiced to Buyer. In such event, payment shall be made in accordance with the invoice as though goods have been shipped. If shipping instructions are not received for goods or any instalment before the delivery date, title passes when goods are set aside and invoiced.

10. FORCE MAJEURE AND CONTINGENCIES BEYOND SELLER’S CONTROL

a. Seller shall not be liable for delay in performance or inability to perform occasioned by any cause beyond its control, including but not limited to Acts of God; the elements; strikes; fires; floods; accidents; riots; war; embargoes; governmental acts or regulations; acts, neglect or omissions of third parties; inability to obtain material; enemy action; inadequate or interrupted transportation facilities; or any other causes (whether or not similar in nature to any of these specified) beyond its control.

b. Seller may also cancel the whole or remainder of the sales contract without liability if delay, non-delivery or non-shipment lasts for more than sixty (60) days beyond the final delivery date.

11. MODIFICATION OF LINE OF CREDIT

a. The sales contract is subject to Buyer’s credit limit as determined at any time by Seller. Seller reserves the right to limit or cancel Buyer’s credit line upon notification to Buyer. On demand by Seller and notwithstanding the selling terms stated on the sales contract, Buyer shall pay cash in advance for all unpaid goods and services. Upon failure by Buyer to make such payment within ten (10) days, Seller shall have, in addition to the other rights set forth in this contract or granted to it by law, the right to cancel the contract, bill all or any part of the undelivered goods or services at public or private sale, and hold Buyer responsible for any financial loss incurred.

12. INTERPRETATION AND MODIFICATION OF CONTRACT

a. This contract shall be deemed to have been entered into in the State of New York and shall be governed by the laws of the State of New York. All controversies and disputes arising out of, or in relation to this contract, or any modification or breach thereof, shall be adjudicated exclusively in the Courts of New York in accordance with the laws in the State of New York, or in the jurisdiction of the Seller’s choosing.

b. There are no oral understandings, representations, warranties or agreements relative to this contract which are not fully expressed herein.

c. No cancellation or modification of this contract shall be valid unless (i) posted by the Seller on its website; (ii) included by the Seller in the sales contract; or (iii) in writing signed by the party to be charged therewith. Unless this contract is specifically modified in its entirety, any unaltered terms and condition of this contract shall remain in force.

Posted July 31, 2017.

Conflict Minerals Declaration

The U.S. Conflict Minerals Law (Section 1502 of the Dodd-Frank Wall Street Reform and Consumer Protection Act) became effective on July 21, 2010. As part of the regulations that have been implemented regarding the law, SEC registered companies are prohibited from using any conflict minerals originating from the Democratic Republic of the Congo or adjoining countries. Conflict minerals are defined as cassiterite, columbite-tantalite, wolframite (and their respective derivatives – tin, tantalum and tungsten) and gold.

Titan Steel Corporation is committed to using only materials of legal and sustainable origin and does not source conflict minerals that finance armed conflicts and human rights abuses. As of the date hereof, Titan Steel Corporation does not use conflict minerals originating from the Democratic Republic of the Congo or adjoining countries. Titan Steel Corporation maintains due diligence processes to ensure compliance with this commitment and works with its suppliers to verify the sources of the conflict minerals in its supply chain. Titan Steel Corporation will continue to monitor its supply chain to ascertain the origin of conflict minerals used in its products and will provide any required updates.

Cassiterite (tin) used in our products is smelted at the following facilities: Mineracao Toboca S.A. (Sao Paulo, Brazil); Operaciones Metalurgical S.A. (Cercado, Bolivia), Minsur (Ica, Peru); Thaisarco (Phuket, Thailand); PT Timah (Persero), Tbk (Bangka, Indonesia).

Our products are manufactured at facilities located at 2500-B Broening Highway, Baltimore, MD 21224 and 2201 West Haven Avenue, New Lenox, IL 60451.

Posted July 31, 2017

RoHS

In July 2006, the European Union (EU) enacted regulations that imposed a Restriction on the use of Hazardous Substances (RoHS) for all electrical and electronic products sold within the EU, including imported products. The original directive specified “a maximum concentration value of 0.1% by weight in homogeneous materials for lead, mercury, hexavalent chromium, polybrominated biphenyls (PBB) and polybrominated diphenyl ethers (PBDE) and of 0.01% by weight in homogeneous materials for cadmium shall be tolerated”. More recently, the EU has issued a Recast Directive 2011/65/EU, known as “RoHS 2”. This directive entered into force on July 21, 2011 and requires Member States to transpose the provisions into their respective national laws by January 2, 2013.In July 2006, the European Union (EU) enacted regulations that imposed a Restriction on the use of Hazardous Substances (RoHS) for all electrical and electronic products sold within the EU, including imported products. The original directive specified “a maximum concentration value of 0.1% by weight in homogeneous materials for lead, mercury, hexavalent chromium, polybrominated biphenyls (PBB) and polybrominated diphenyl ethers (PBDE) and of 0.01% by weight in homogeneous materials for cadmium shall be tolerated”. More recently, the EU has issued a Recast Directive 2011/65/EU, known as “RoHS 2”. This directive entered into force on July 21, 2011 and requires Member States to transpose the provisions into their respective national laws by January 2, 2013.

The following Titan Steel products are compliant with RoHS 2 regulations: (i) hot rolled steel (dry or oiled); (ii) cold rolled steel (dry or oiled); (iii) non-passivated or non-chemically-treated hot dipped galvanised, galvanneal steel, or Galvalume steel (dry or oiled); (iv) all tinmill products, including blackplate, tinplate and tin-free steel (electrolytic chromium coated steel). Tinplate and tin-free steel both contain very light coatings of trivalent chromium compounds and metallic chromium but no detectable level of hexavalent chromium.

Titan Steel’s suppliers make no intentional additions of mercury, lead, cadmium, PBB, and PDBE during steelmaking or hot dip galvanising. However, there are some products which are deemed non-compliant with RoHS regulations due to hexavalent chromium in an applied coating layer/treatment. These are  (i) passivated or chemically-treated hot dipped galvanised, galvanneal steel or Galvalume; and (ii) acrylic coated Galvalume

Many paint systems for coil products contain chromium compounds that could result in the end product containing some level hexavalent chromium and therefore may not be RoHS compliant, Given this fact, RoHS 2 certification for painted products should be sought from your paint suppliers.

Although many of our steel products are RoHS compliant, we ask that you notify us at the time of your order of any RoHS requirements you may have. Our suppliers are constantly making efforts to develop new products or alternative coatings that will be in compliance with RoHS regulations.

This information is provided for the general information of customers and does not imply any warranty. The interpretation and/or use of this information is the sole responsibility of the user. This information is provided to you on the following conditions: (1) Titan Steel Corporation makes no representations or warranties as to any tests used in preparing this letter or the correctness of its contents; (2) Titan Steel Corporation shall not be liable to you or any other person for the performance, suitability or fitness for any purpose of any material or item tested or investigated in the preparation of this letter, whether such liability is asserted on the basis of express or implied representations, warranties or conditions, in contract or tort, by statute or common law, or on any other basis; (3) you agree to hold Titan Steel Corporation harmless against all liability that may be imposed on it in connection with this letter, the manufacture of any item in reliance on it, the use of any item so manufactured or the breach of any of these conditions.

Posted July 31, 2017.

REACH

Registration, Evaluation, Authorisation and Restriction of Chemicals (REACH) entered into force on June 1, 2007. It replaces a number of European Directives and Regulations with a single system and streamlines the former legislative framework on chemicals of the European Union (EU). REACH requires manufacturers or importers of substances to register them with the central European Chemicals Agency (ECHA). REACH is not a requirement in North America; however, this regulation affects companies that import North American products to Europe, since these products must also be in compliance with the regulation.

The regulation rules the use, and placing on the European market, of certain chemical substances, on their own or contained in preparations or articles. The aim is to identify their hazardous properties and recommend appropriate risk management measures along the supply chain.

The identification of Substances of Very High Concern (SVHC) and their inclusion in the Candidate List is the first step of the authorisation procedure. ECHA is obliged to regularly submit recommendations of substances that should be subject to authorisation to the European Commission. To this end, ECHA prioritises the substances from the Candidate List to determine which ones should be included in the Authorisation List (Annex XIV). These substances cannot be placed on the market or used after a given date, unless an authorisation is granted for their specific use, or the use is exempted from authorisation. As of the date of this letter, the Authorisation List includes 31 chemicals, and an additional 168 specifically named chemicals are included in the Candidate List. The current Authorization List, Candidate List and additional information about REACH can be found on the ECHA website (http://echa.europa.eu).

Once a substance is included in the Candidate List of SVHC, it creates certain legal obligations for the importers, producers and suppliers of an article that contains such a substance. REACH defines an article as an object which during production is given a special shape, surface or design that determines its function to a greater degree than its chemical composition. As a result, the steel products supplied to your company by Titan Steel can be considered articles in the sense of the REACH regulation.

As of the date of this letter, we deliver contain no steel products with SVHC above the current REACH declaration thresholds. We and our suppliers are constantly monitoring the Candidate List of SVHC and will inform our customers in case of inclusion of a substance contained in our steel products.

Under REACH guidelines, a North American company that exports product to the European Union cannot register itself. REACH obligations in this case must be fulfilled by the importers or by a company established in the European Union nominated as the company’s representative. Consequently, the registration with ECHA of a substance covered by REACH is not our responsibility.

This information is provided for the general information of customers and does not imply any warranty. The interpretation and/or use of this information is the sole responsibility of the user. This information is provided to you on the following conditions: (1) Titan Steel Corporation makes no representations or warranties as to any tests used in preparing this letter or the correctness of its contents; (2) Titan Steel Corporation shall not be liable to you or any other person for the performance, suitability or fitness for any purpose of any material or item tested or investigated in the preparation of this letter, whether such liability is asserted on the basis of express or implied representations, warranties or conditions, in contract or tort, by statute or common law, or on any other basis; (3) you agree to hold Titan Steel Corporation harmless against all liability that may be imposed on it in connection with this letter, the manufacture of any item in reliance on it, the use of any item so manufactured or the breach of any of these conditions.