The following terms of sale shall be applicable to all sales made by Central Steel & Wire Company, LLC, (“Company”) except where it is otherwise expressly agreed in writing. Acceptance of delivery of any or all goods ordered by a buyer shall constitute assent by the buyer to these terms of sale collectively.

1. PRICES. The prices quoted may be changed by Company without notice in order to reflect Ryerson’s prices at time of shipment, and any increase in transportation, labor or other costs. If a delivered price has been quoted, any charges at destination for spotting, switching, handling, storage and other accessorial services and demurrage shall be borne by buyer, and any increase or decrease in transportation charges shall be added to or subtracted from the quoted price. Company reserves the right to correct any obvious errors in specifications or prices.
2. SURCHARGES. Any surcharges imposed by Ryerson’s suppliers at the time of shipment shall be paid by buyer. Such surcharges include, but are not limited to, surcharges on nickel, chromium (chrome), molybdenum (moly), scrap, fuel and natural gas.
3. TAXES. Any taxes which, under any existing or future law, Company may be required to pay or collect with respect to the sale, purchase, delivery, storage, processing, use, consumption or transportation of any of the goods or services covered shall, if not separately shown, be added as a separate item to the quoted price, and shall be paid by buyer to Company on demand. The foregoing shall not apply to any taxes the payment or collection of which by Company is excused by reason of delivery to Company of valid tax exemption certificates.
4. QUANTITIES. If it is indicated that any item is to be shipped from a producing mill, the producing mill may, on certain commodities reserve the privilege of shipping over or under the ordered quantity in accordance with established percentages (as shown in their price books), which will constitute full and complete shipment of the material specified.
5. TERMS OF PAYMENT. Unless otherwise expressly provided by Company in writing, payment shall be due 30 days from the date of each invoice, without discount. Any cash discount which may be expressly provided for in writing applies only to the sale price of the goods at the shipping point, and does not apply to any charges made for taxes, storage, loading or transportation.
6. DELIVERIES. Any shipping schedule is approximate. Company shall not be liable for any delay in delivery or failure to deliver caused for any reason in whole or in part beyond our reasonable control including but not limited to production schedules of the producing mill, unavailability of materials, labor disturbances, acts of God, transporting difficulties or causes which abnormally increase the cost of performance. Should shortages in Ryerson’s supply occur for any reason, Company may allocate the material in such manner and amount as Company may determine. Acceptance by buyer of any goods shall constitute a waiver by buyer of any claim for damages on account of any delay in delivery of such goods.
7. NUCLEAR APPLICATION EXCLUSION. It is expressly understood and agreed that, without Ryerson’s prior written acknowledgement, buyer will not use, cause to be used or make available for use the goods described herein in any nuclear application including, but not limited to, use in connection with any nuclear reactor, any nuclear power generating system or any nuclear waste (or spent fuel) disposal project. Any subsequent nuclear application of the goods is wholly unauthorized and shall be deemed to be unknown to, unforeseeable to and unintended by Company.
8. SUSPENSION OF PERFORMANCE. If in Ryerson’s judgment reasonable doubt exists as to buyer’s financial responsibility, or if buyer is past due in payment of any amount owing to Company, Company reserves the right, without liability and without prejudice to any other remedies, to suspend performance, decline to ship or to stop any material in transit, until Company receives payment of all amounts owing to Company, whether or not due, or adequate assurance of such payment.
9. SHIPMENTS. Unless otherwise expressly stated, shipment may be by carrier or other means selected by Company. Buyer assumes all risk of loss in transit.
10. WARRANTY. Company warrants only that the goods will conform to their description as stated in the invoice, subject to tolerances and variations described in the following paragraph. COMPANY MAKES NO OTHER WARRANTY, EXPRESS OR IMPLIED, STATUTORY OR OTHER, AND SPECIFICALLY DISCLAIMS AND EXCLUDES ANY AND ALL WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. AND ANY WARRANTIES ARISING FROM COURSE OF DEALING, USAGE OR TRADE PRACTICE. WITHOUT LIMITING THE FOREGOING, COMPANY MAKES NO WARRANTY OF ANY KIND THAT THE GOODS WILL MEET BUYER’S OR ANY OTHER PERSON’S REQUIREMENTS.
11. TOLERANCES AND VARIATIONS. All goods shall be subject to tolerances and variations consistent with usual trade practices regarding dimensions, straightness, section, composition and mechanical properties and normal variations in surface and internal conditions and quality and shall also be subject to deviations from tolerances and variations consistent with practical testing and inspection methods.
12. INSPECTION. Materials must be examined by buyer immediately upon receipt to determine correctness of shipment as to quantity, size, length, and condition. Buyer must not cut, fabricate or otherwise use material without such examination.
13. CLAIMS. If, upon inspection by buyer as provided above, any goods received by buyer are nonconforming, damaged, visibly defective or if the quantities received by buyer do not agree with the quantities indicated on the shipping documents, buyer must notate that on the delivery receipt. If goods are found to be nonconforming or damaged when unpacking and if buyer intends to assert any claim against Company on this account, buyer shall, within 30 days after receipt of such goods, furnish Company detailed written information of such damage, nonconformance, defect or shortage. Buyer’s failure to so inform Company or buyer’s use of the material shall be buyer’s acknowledgment that Company has satisfactorily performed. Company will not honor any claims for damages caused by buyer’s improper storage of the goods.
14. LIMITATION OF LIABILITY. Buyer’s exclusive remedy, and Company only liability arising out of this contract, shall be replacement or repair of the goods, or credit of the purchase price paid by buyer, whichever such remedy Company shall select. If Company elects to repay the purchase price, buyer must return the goods to Company immediately. Except for nonpayment by buyer, any action arising out of this contract must be commenced within one year from the date of delivery. In no event will Company be liable for incidental or consequential damages, indirect, punitive, loss of revenue or profit, business interruption, or business opportunity.
15. TOOLS, DIES AND FIXTURES. Unless otherwise expressly provided, any tools, dies or fixtures which may be developed for use in the production of the goods covered shall be owned by Company or any producing mill, as Company may elect, even though buyer is charged in whole or in part for the cost of such tools, dies and fixtures.
16. PATENT INFRINGEMENT. If any of the goods are to be furnished to buyer’s specifications, buyer agrees to indemnify Company and its successors and assigns, against all liabilities and expenses resulting from any claim of infringement of any patent or other propriety right in connection with the production of such goods.
17. GOVERNMENT CONTRACTS. Unless otherwise expressly provided in writing, buyer’s order has not been placed under a prime contract with the United States Government or a subcontract thereunder and none of the clauses contained in the Armed Services Procurement Regulations as presently in effect, are incorporated herein.
18. COMPLIANCE WITH LAWS. Company agrees that in our sale of these goods Company will comply with all applicable federal, state and local laws, rules and regulations.
19. CANCELLATION. A contract may be cancelled or modified only by written agreement between Company and buyer. Buyer’s insistence upon cancelling or suspending fabrication or shipment, or buyer’s failure to furnish specifications when required, may be treated by Company as a breach of contract by buyer, and Company may cancel any unshipped balance without prejudice to any other remedies Company may have.
20. SET-OFF. Buyer authorizes Company to apply toward payment of any monies that become due Company hereunder any sums which may now or hereafter be owed to buyer by Company or by any subsidiary or affiliated company of Company.
21. GOVERNING LAW. This contract and all other agreements with respect to any and all sales by Company shall be governed by Illinois law, and the state or federal courts located in Cook County, Illinois, shall have exclusive jurisdiction with respect to any disputes related hereto or thereto, which jurisdiction may be waived at Ryerson’s sole discretion.
22. ENTIRE AGREEMENT. The terms set forth herein constitute the sole terms and conditions upon which Company offers goods for sale. No other terms, conditions, or understandings, whether oral or written shall be binding upon Company, unless hereafter made in writing and signed by an authorized representative of Company. Company hereby specifically objects to any different or additional terms that may be contained in buyer’s purchase order.