HANSALOY TERMS AND CONDITIONS OF SALE

1. Applicability. These Terms and Conditions of Sale (the "Terms") govern the sale of goods ("Goods") by Hansaloy Corporation to you ("You" or "Buyer"). The purchase order(s), pro forma, invoice(s) or other documents issued by Hansaloy relating to the Goods ("Hansaloy Sale Documents") are incorporated herein by reference, and together comprise these Terms and the entire agreement between the parties, superseding all prior or contemporaneous understandings, agreements, negotiations, representations, and warranties. These Terms prevail over any of Buyer's terms and conditions of purchase. In the event of a contradiction between these Terms and the terms and conditions included in the Hansaloy Sale Documents, terms of the Hansaloy Sales Documents shall control. These Terms may not be waived, altered or modified, except in a writing signed by the Hansaloy President, or a Vice. President. Fulfillment of Buyer's order does not constitute acceptance of any of Buyer's terms and conditions and does not serve to modify or amend these Terms. These Terms may only be amended or modified in a writing which specifically states that it amends these Terms and is signed by an authorized representative of each party. If a written contract signed by both parties covers these Goods, the terms of that contract shall prevail to the extent inconsistent with these Terms.

2. Shipping and Delivery. The shipping method and carrier will be as set forth in the Hansaloy Sale Documents or, in the absence of the same, pursuant to Hansaloy's commercially reasonable methods. If for any reason Buyer desires to cancel an order, Buyer must submit the request in writing and shall be liable for cancellation costs. If for any reason Buyer fails to accept delivery of any of the Goods, or if Hansaloy is unable to deliver the Goods because Buyer has not provided appropriate instructions, documents, licenses or authorizations: (i) risk of loss to the Goods shall pass to Buyer; (ii) the Goods shall be deemed to have been delivered; and (iii) Hansaloy, at its option, may store the Goods until Buyer picks them up, whereupon Buyer shall be liable for all related costs and expenses. Hansaloy shall not be liable for any non-delivery of Goods unless Buyer gives written notice to Hansaloy of the non- delivery within five (5) days of the date when the Goods would in the ordinary course of events have been received. Any liability of Hansaloy for non-delivery of the Goods shall be limited to replacing the Goods within a reasonable time adjusting the invoice respecting such Goods to reflect the actual quantity delivered. Title and risk of loss passes to Buyer upon shipment and Hansaloy shall not be liable for any delays, loss or damage in transit. Buyer shall comply with all export and import laws of all countries involved in the sale of the Goods under this Agreement or any resale of the Goods by Buyer. Buyer assumes all responsibility for shipments of Goods requiring any government import clearance.

3. Inspection and Rejection of Nonconforming Goods. Buyer shall inspect the Goods within five (5) business days of receipt ("Inspection Period"). Buyer will be deemed to have accepted the Goods unless it notifies Hansaloy in writing of any Nonconforming Goods during the Inspection Period and furnishes such written evidence or other documentation as reasonably required by Hansaloy. "Nonconforming Goods" means only the following: (i) product shipped is different than identified in the Hansaloy Sale Documents; or (ii) product's label or packaging incorrectly identifies its contents. If Buyer timely notifies Hansaloy of any Nonconforming Goods, Hansaloy shall, in its sole discretion, (i) replace such Nonconforming Goods with conforming Goods, or (ii) credit or refund the Price for such Nonconforming Goods, together with any reasonable shipping and handling expenses incurred by Buyer. Buyer shall ship, at its expense and risk of loss, the Nonconforming Goods to Hansaloy's facility. If Hansaloy exercises its option to replace Nonconforming Goods, Hansaloy shall, after receiving Buyer's shipment of Nonconforming Goods, ship to Buyer, at Buyer's expense and risk of loss, the replaced Goods. Buyer acknowledges and agrees that the remedies set forth herein are Buyer's exclusive remedies for the delivery of Nonconforming Goods. All sales of Goods to Buyer are made on a one-way basis and Buyer has no right to return Goods purchased under this Agreement to Hansaloy unless otherwise agreed by Hansaloy in writing.

4.Price and Payment. Buyer shall purchase the Goods from Hansaloy at the prices (the "Prices") set forth in the Hansaloy Sale Documents or otherwise in Hansaloy's published price list in force at the time of the sale. All Prices are exclusive of all sales, use and excise taxes, and any other similar taxes, duties and charges of any kind imposed by any Governmental Authority on any amounts payable by Buyer. Buyer shall be responsible for all such charges, costs and taxes; provided, that, Buyer shall not be responsible for any taxes imposed on, or with respect to, Hansaloy's income, revenues, gross receipts, personnel or real or personal property or other assets. Buyer shall pay all invoiced amounts due to Hansaloy the Terms set forth in the Hansaloy Sale Documents or otherwise within thirty (30) calendar days from the date of Hansaloy's invoice. Buyer shall make all payments in US dollars. Buyer shall pay interest on all late payments at the lesser of the rate of 1.5% per month or the highest rate permissible under applicable law, calculated daily and compounded monthly. Buyer shall reimburse Hansaloy for all costs incurred in collecting any late payments, including, without limitation, attorneys' fees. In addition to all other remedies available under these Terms or at law (which Hansaloy does not waive by the exercise of any rights hereunder), Hansaloy shall be entitled to suspend the delivery of any Goods if Buyer fails to pay any amounts when due hereunder and such failure continues for thirty (30) days following written notice thereof. Buyer shall not withhold payment of any amounts due and payable by reason of any set-off of any claim or dispute with Hansaloy, whether relating to Hansaloy's breach, bankruptcy or otherwise.

5. Limited Warranty. Hansaloy warrants to Buyer that for a period of one (1) year from the date of shipment of the Goods ("Warranty Period"), that such Goods will be free from material defect in materials and workmanship under normal operating conditions. EXCEPT FOR THE WARRANTY SET FORTH IN THIS SECTION 5, HANSALOY MAKES NO WARRANTY WHATSOEVER WITH RESPECT TO THE GOODS, INCLUDING ANY (a) WARRANTY OF MERCHANTABILITY; (b) WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE; OR (c) WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY; WHETHER EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE TRADE OR OTHERWISE. Products manufactured by a third party ("Third Party Product") may constitute, contain, be contained in, incorporated into, attached to or packaged together with, the Goods. Third Party Products are not covered by the warranty in this Section 5. For the avoidance of doubt, HANSALOY MAKES NO REPRESENTATIONS OR WARRANTIES WITH RESPECT TO ANY THIRD PARTY PRODUCT, INCLUDING ANY (a) WARRANTY OF MERCHANTABILITY; (b) WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE; (c) WARRANTY OF TITLE; OR (d) WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY; WHETHER EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE OR OTHERWISE. Hansaloy shall not be liable for a breach of the warranty set forth in this Section 5 unless: (i) Buyer gives written notice of the defect, reasonably described, to Hansaloy within thirty (30) days of the time when Buyer discovers or ought to have discovered the defect; (ii) Hansaloy is given a reasonable opportunity after receiving the notice to examine such Goods and Buyer (if requested to do so by Hansaloy) returns such Goods to Hansaloy's place of business at Hansaloy's cost for the examination to take place there; and (iii) Hansaloy reasonably verifies Buyer's claim that the Goods are defective. Hansaloy shall not be liable for a breach of the warranty set forth in this Section 5 if: (i) Buyer makes any further use of such Goods after giving such notice; (ii) the defect arises because Buyer failed to follow Hansaloy's oral or written instructions as to the storage, installation, commissioning, use or maintenance of the Goods; or (iii) Buyer alters or repairs such Goods without the prior written consent of Hansaloy. Subject to the forgoing, with respect to any such Goods during the Warranty Period, Hansaloy shall, its sole discretion, either: (i) repair or replace such Goods (or the defective part) or (ii) credit or refund the price of such Goods at the pro rata contract rate provided that, if Hansaloy so requests, Buyer shall, at Hansaloy's expense, return such Goods to Hansaloy. THE REMEDIES SET FORTH IN THIS SECTION 5 SHALL BE THE BUYER'S SOLE AND EXCLUSIVE REMEDY AND HANSALOY'S ENTIRE LIABILITY FOR ANY BREACH OF THE LIMITED WARRANTY SET FORTH IN THIS SECTION 5.

6. Limitation of Liability. IN NO EVENT SHALL HANSALOY BE LIABLE TO BUYER OR ANY THIRD PARTY FOR ANY LOSS OF USE, REVENUE OR PROFIT OR LOSS OF DATA OR DIMINUTION IN VALUE, OR FOR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE AND WHETHER OR NOT HANSALOY HAS BEEN ADVISED OF THE POSSIBILITY SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE. IN NO EVENT SHALL HANSALOY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EXCEED THE TOTAL OF THE AMOUNTS PAID TO HANSALOY FOR THE GOODS SOLD HEREUNDER.

7. Confidential Information. All non-public, confidential or proprietary information of Hansaloy, including but not limited to specifications, samples, patterns, designs, plans, drawings, documents, data, business operations, customer lists, pricing, discounts. or rebates, disclosed by Hansaloy to Buyer, whether disclosed orally or disclosed or accessed in written, electronic or other form or media, and whether or not marked, designated or otherwise identified "confidential" in connection with this Agreement confidential, solely for the use of performing this Agreement not be disclosed or copied unless authorized in advance by Hansaloy in writing. Upon Hansaloy's request, Buyer shall promptly return all documents and other materials received from Hansaloy. Hansaloy shall be entitled to injunctive relief for any violation of this Section. This Section does not apply to information that is: (a) in the public domain; (b) known to Buyer at the time of disclosure; or (c) rightfully obtained by Buyer on a non- confidential basis from a third party.

8. Force Majeure. Hansaloy shall not be liable or responsible to Buyer, nor be deemed to have defaulted or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement when and to the extent such failure or delay is caused by or results from acts or circumstances beyond the reasonable control of Hansaloy including, without limitation, acts of God, flood, fire, earthquake, explosion, governmental actions, war, invasion or hostilities (whether war is declared or not), terrorist threats or acts, riot, or other civil unrest, national emergency, revolution, insurrection, epidemic, pandemic, lockouts, strikes or other labor disputes (whether or not relating to either party's workforce), or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials, materials or telecommunication breakdown or power outage.

9. Assignment. Buyer shall not assign any of its rights or delegate any of its obligations under this Agreement without the prior written consent of Hansaloy. Any purported assignment or delegation in violation of this Section is null and void. No assignment or delegation relieves Buyer of any of its obligations under this Agreement.

10. Governing Law and Venue. All matters arising out of or relating to this Agreement is governed by and construed in accordance with the internal laws of the State of lowa without giving effect to any choice or conflict of law provision or rule that would cause the application of the laws of any other jurisdiction. Any legal suit, action or proceeding arising out of or relating to this Agreement shall be instituted in the federal courts of the United States of America or the courts of the State of lowa in each case located in Scott County, Iowa, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action or proceeding.

11. Survival. Provisions of these Terms which by their nature should apply beyond their terms will remain in force after any termination or expiration of this Agreement including, but not limited to, the following provisions: Limitation of Liability, Compliance with Law, Confidential Information, Governing Law and Venue, and Survival.