GENERAL TERMS AND CONDITIONS FOR SUPPLY OF GOODS

Effective Date: 2025

Applicable To: All sales of goods by American Steel Industries (ASI) and its Affiliates

1. DEFINITIONS

As used in these General Terms and Conditions for Supply of Goods, the following words and phrases shall have the meanings stated below:

Agreement means these General Terms and Conditions for Supply of Goods entered into between the Parties.
Affiliate means any entity directly or indirectly controlling or controlled by or under common control with a specified person or entity. Control means the power to direct management via voting securities or board control.
Buyer means the buyer of the Goods referenced in the Invoice.
Credit Agreement means any credit agreement between Seller and Buyer.
Confidential Information means pricing, terms, trade secrets, know‑how, specifications, designs, procedures, technical data, and business information belonging to Seller.
Delivery Date means the date Goods are delivered to Buyer.
Goods means the goods Seller has agreed to supply to Buyer.
Invoice means the invoice issued by Seller for the Goods.
NORM means naturally occurring radioactive material.
Parties means Buyer and Seller, collectively.
Seller means American Steel Industries (ASI), a corporation organized under the laws of the State of Texas, or its applicable Affiliate referenced in the Invoice.
Specifications means the description and specifications of the Goods set forth in the Invoice.

2. ENTIRE AGREEMENT

(a) The Agreement, the Invoice, and any Credit Agreement represent the entire agreement of the Parties regarding the sale of Goods and supersede all prior agreements. Seller’s acceptance of Buyer’s order, the Invoice, or Buyer’s acceptance of Seller’s offer shall constitute acceptance of the Agreement.

(b) No representations other than those set forth in the Agreement shall be deemed made. Conflicting terms in any other document shall have no force or effect unless expressly accepted in writing by Seller. These General Terms and Conditions shall control.

3. DELIVERY OF GOODS

Seller shall deliver the Goods to Buyer per the terms and delivery schedule in the Invoice. If Seller anticipates difficulty complying with the delivery schedule, Seller shall notify Buyer in writing.

4. PAYMENT

(a) Buyer agrees to pay the full Sales Price specified in the Invoice. The Sales Price is contingent on Buyer purchasing the entire ordered quantity. If Buyer purchases less than the full quantity, Seller may increase the price. Prices are valid only if shipped within 15 days of sales acknowledgement; after that, Seller may increase prices per mill increases.

(b) Buyer is responsible for all sales, use, excise, or other taxes. The Invoice may not be altered without Seller’s written consent. All payments must be made by check or wire transfer in immediately available funds. Buyer shall keep the Sales Price confidential.

(c) Past‑due amounts shall accrue interest at 1.5% per month (18% per annum) or the maximum legal rate, whichever is lower.

(d) In the event of non‑payment, Buyer shall pay all collection costs, reasonable attorneys’ fees, transportation charges, storage expenses, and related damages. Seller may repossess Goods without demand upon default.

(e) Prices on websites, catalogs, and quotes are subject to change without notice and expire if not accepted within 10 days. Mathematical or clerical errors are not binding on Seller.

5. RETURNS

No Goods may be returned and no order may be canceled without Seller’s prior written consent. Seller may assess a restocking fee for approved returns.

6. PURCHASE MONEY SECURITY INTEREST

Buyer grants Seller a security interest in the Goods, any products fabricated therefrom, and proceeds, to secure all obligations owed to Seller. Buyer authorizes Seller to file this Agreement and Invoice as a financing statement.

7. TITLE AND RISK OF LOSS

Title and risk of loss for the Goods pass from Seller to Buyer upon delivery to Buyer in accordance with Section 3.

8. INSPECTION

(a) Buyer shall inspect Goods for damage or shortage immediately upon delivery, note issues on the bill of lading, and report to Seller promptly. Buyer may not reject Goods without a supported claim.

(b) Buyer must provide written notice of damaged or non‑conforming Goods within 5 days of the Delivery Date. Failure to do so releases Seller from liability.

(c) Buyer shall hold damaged/non‑conforming Goods at its cost until Seller arranges return. Buyer may not return, rework, or scrap Goods without Seller’s approval.

(d) Buyer must submit claim proof, including samples if required by Seller.

9. TAXES

All sales, use, excise, GST, VAT, and other taxes are the responsibility of Buyer. Buyer shall provide tax exemption certificates or reimburse Seller for taxes paid.

10. LIMITATION OF LIABILITY

(a) Seller is a reseller, not a manufacturer. Seller is not liable for product defects; claims must be made directly against the manufacturer.

(b) Seller’s total liability is limited to direct damages not exceeding the amount paid by Buyer for the Goods.

(c) Neither party shall be liable for lost profits, revenue, production, or indirect, special, punitive, or consequential damages.

(d) Seller is not liable for pollution, radiation damage, subsurface damage, well‑site losses, wild well control, or related costs.

(e) This limitation is a material part of the parties’ bargain.

11. INDEMNITY

Buyer shall indemnify, defend, and hold harmless Seller, its Affiliates, directors, officers, employees, and agents from all claims, damages, losses, liabilities, and costs arising from Buyer’s use of the Goods, negligence, or willful misconduct, including personal injury, property damage, and legal expenses.

12. WARRANTY

Seller warrants the Goods will meet Specifications for 30 days after delivery. Warranty does not apply to surplus/secondary material. Seller’s sole remedy is repair, replacement, or refund at its option.

EXCEPT AS EXPRESSLY STATED, SELLER MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. ALL OTHER WARRANTIES ARE DISCLAIMED.

13. PREVENTION AND CONTROL OF RADIOACTIVE CONTAMINATION; NORM

Buyer shall scan all Goods for NORM and provide a certificate showing gamma radiation ≤ 50 µR/hour (0.5 µSv/hour). Seller may reject non‑certified Goods. Buyer shall indemnify Seller for all NORM‑related liabilities.

14. MSDS CAUTION

Welding, cutting, grinding, or fabrication may release hazardous fumes. Contact Seller for Material Safety Data Sheets.

15. EXPORT CONTROL

Buyer shall comply with all export control laws and sanctions. Buyer shall indemnify Seller for violations caused by Buyer’s non‑compliance.

16. FORCE MAJEURE

Seller is not liable for failure to perform due to events beyond its control, including pandemics, war, natural disasters, labor disputes, supply failures, and governmental acts. Performance is postponed during the event. Either party may terminate if the event continues for more than 60 days.

17. CONFIDENTIALITY

Buyer shall keep all Confidential Information strictly confidential and not disclose or use it except for performing the Agreement. All technical documents remain Seller’s sole property.

18. ASSIGNMENT

Buyer may not assign or delegate rights or obligations without Seller’s prior written consent. Any unauthorized assignment is void.

19. GOVERNING LAW

The Agreement shall be governed by the laws of the State of Texas, without regard to its conflicts of laws provisions.

20. DISPUTES

Parties shall attempt good‑faith negotiation for 30 days. If unresolved, disputes shall go to non‑binding mediation in Harris County, Texas. If mediation fails, disputes shall be resolved in the district courts of Harris County, Texas or the U.S. District Court for the Southern District of Texas (Houston Division).

21. DEFAULT

(a) Seller may terminate or suspend deliveries if Buyer defaults and fails to cure within 30 days of written notice.

(b) Buyer may terminate if Seller fails to cure a default within 30 days of notice.

22. SEVERABILITY

If any provision is invalid or unenforceable, the remaining provisions shall remain in full effect. The invalid provision shall be modified to the minimum extent necessary to enforce the parties’ original intent.