Legal

Terms & Conditions of Sale by Titan Steel

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 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) Buyer provides provides proof of alleged claim and provides opportunity for Seller fully to inspect and review the claim. For an international shipment, the inspection may include a third-party surveyor designated by the seller who will inspect the shipment in its entirety under practices and standards acceptable to the Seller, and at time of such inspection at least eighty (80%) percent of the shipment shall still have been unopened and in original packing. Seller or its agent shall have been given a reasonable opportunity to be present during inspection of goods by surveyor.

b. Processing or in any manner changing the form of goods constitutes acceptance and waiver by Buyer of any claim. Any damage to the goods by the Buyer or due to Buyer’s negligence, even after a claim has been filed, constitutes waiver by Buyer of any claim.

c. Seller shall notify Buyer if the claim has been accepted. If it is found that Seller has made a good delivery, the costs of inspection and testing of the claim, including the costs of any surveys, shall be paid by Buyer.

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. 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 (i) treat the contract as breached by Buyer and hold Buyer liable for all damages sustained thereby, or (ii) 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

Terms & Conditions of Purchase by Titan Steel

The purchase of goods or services by Titan Steel Corporation, its affiliates, and its employees (the “Buyer”) is subject to these Terms and Conditions. The provider of any product or service (the “Seller”) agrees to be bound by these Terms and Conditions.

Buyer and Seller agree that these 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 Seller has submitted or sent a sales contract. No action of Buyer is to be construed as acceptance of any of Seller’s terms or conditions.

If there is an irreconcilable conflict among contract documents, the following order of precedence applies: (a) the purchase order/contract and any supplemental terms included or incorporated by reference; then (b) these Terms and Conditions; and finally (c) other contract documents agreed to in writing by the parties.

1. OFFER & ACCEPTANCE

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

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

a. These terms and conditions together with the specifications, drawings, or other documents referred to on the face of the purchase order, attached to the purchase order, or any documents incorporated by reference, supersede any prior or contemporaneous communications, representations, promises, or negotiations, whether oral or written.

b. If Seller becomes aware of any ambiguities, issues or discrepancies in regards to an order, Seller will immediately submit the matter to Buyer for resolution.

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

2. TERMS OF PAYMENT

a. Payment shall be made in U.S. dollars and shall be shall be at least net 30 days from the receipt of invoice and conforming goods. Payment will be scheduled for the first payment cycle following the net terms of the purchase order

b. After each shipment made or service provided, Seller will submit an invoice listing the description of the goods and/or service provided, including, as applicable, part numbers, quantities, and units of measure, taxes, tariffs, duties, and total pricing. Any incidental charges such as royalties, selling commissions, non-recurring engineering, or other incidental charges must be separately itemized and identified on the invoice. The invoice must also include the following information in English, and in the destination country’s official language if required: (a) name and address of Seller and the Buyer entity purchasing the goods; (b) name of shipper (if different from Seller); (c) Buyer’s purchase order number(s); (d) country of export; (e) detailed description of the goods; (f) Harmonized Tariff Schedule number; (g) country of origin (manufacture) of the goods, or if multiple countries of origin, the country of origin of each part shipped; (h) weights of the goods shipped; (i) currency in which the sale was made; (j) payment terms; (k) shipment terms used; and (l) all rebates or discounts. If applicable, the invoice will be accompanied by a signed bill of lading or express receipt evidencing shipment. Payment of an invoice does not constitute acceptance of the goods and is subject to appropriate adjustment should Seller fail to meet the requirements of the purchase order.

c. Delay by the Seller in performance, in the Buyer’s reasonable opinion, may deem it to be a wrongful termination of the purchase order/contract by the Seller and the Seller shall thereupon be liable for all damages.

d. Buyer may deduct any amount owing from Seller to Buyer as a setoff against any amount due or owing to Seller under.

3. DELIVERY

a. Seller will deliver goods and services in accordance with the quantities and date(s) specified on the purchase order/contract. If delivery dates are not stated, Seller will offer its best delivery date(s), which will be subject to acceptance by Buyer. Delivery within thirty days after date specified for delivery shall be deemed timely delivery.

c. Seller will, at its expense, deliver goods by the most expeditious shipping method if the delivery schedule is endangered for any reason other than Buyer’s fault. If goods are delinquent to Buyer’s requirements, Seller will grant Buyer first priority for goods allocation and shipment.

d. All items will be packaged in accordance with Buyer’s instructions or, if none are specified, in accordance with good commercial practice in a manner sufficient to ensure receipt in an undamaged condition.

e. All containers will be properly marked for identification per the instructions on the purchase order and contain a packing slip that details, at a minimum, the purchase order number(s), product part number, detailed product description, quantity of product shipped, and final delivery address. Items shipped in advance of Buyer’s delivery schedule may be returned at Seller’s expense. Seller will give notice of shipment to Buyer when the goods are delivered to a carrier for transportation. The purchase order number(s) must appear on all correspondence, shipping labels, and shipping documents, including all packing sheets, bills of lading and air waybills.

f. All goods, unless specifically exempted by the destination country’s governing authorities, must be marked with the country of origin (manufacture) of the Goods in a conspicuous place as legibly, indelibly, and permanently as the nature of the article or container permits.

g. Seller will provide Buyer with the Harmonized Tariff Schedule number, country of origin information or certificates, manufacturer’s affidavits, applicable free trade agreement (“FTA”) certificates, and any other documents or information Buyer may require to comply with international trade regulations or to lawfully minimize duties, taxes, and fees. Seller will provide Buyer all documents, records, and other supporting information necessary to substantiate the goods’ qualification under such FTA. Seller will exert reasonable efforts to qualify the goods under FTAs.

h. Within one business day after Seller delivers the goods to the carrier, Seller will send Buyer a complete set of shipping documents including the commercial invoice, packing list, and air waybill or three original parts of the combined bill of lading, clean without notation, and any other documents necessary to release the goods to Buyer’s custody.

i. Whenever anything delays or threatens to delay the timely performance of an order, Seller must immediately give notice to Buyer of all relevant information with respect to such delay. If Seller’s delivery is delayed, Buyer may, at Buyer’s sole option, cancel deliveries or elect to extend the period of performance.

4. FORCE MAJEURE & EXCUSABLE DELAY

a. Any delay or failure of either party to perform its obligations shall be excused if and to the extent that the party is unable to perform due to Acts of God, restrictions, prohibitions, priorities or allocations imposed or actions taken by a governmental authority, or acts of war. The party affected by an excusable delay will promptly provide notice to the other, explaining in detail the full particulars and expected duration of the excusable delay, and will use its best efforts to remedy the delay if it is capable of being remedied.

b. If government authorities declare or otherwise impose preliminary or final countervailing duties, antidumping duties, or other taxes or duties on the goods to be imported under a purchase order, Buyer reserves the right to terminate the purchase order.

5. PERFORMANCE ASSURANCE PLAN

a. If Buyer, in its sole discretion, determines there is a significant risk that Seller will fail to meet its performance or delivery requirements under a purchase order, Buyer may require Seller to perform under a Performance Assurance Plan. The Performance Assurance Plan may include specific reporting and performance requirements reasonably tailored to ensure Seller’s adequate performance under identified provisions of the purchase order. Any failure by Seller to satisfy the terms of the Performance Assurance Plan is a material breach of the purchase order.

6. SHIPPING TERMS

a. When the point of delivery is Seller’s location, Seller bears all risk of loss or damage to the goods and title passes to Buyer upon delivery of the goods to the carrier designated or approved by Buyer.

b. When the point of delivery is Buyer’s location, Seller bears all risk of loss or damage to the goods and title passes to Buyer upon delivery of the Goods at Buyer’s location.

c. In all other cases, Seller will deliver the under agreed upon Incoterms. If not terms are specified on the face of the purchase order or in a separate agreement, goods shall be delivered DDP at Buyer’s location.

d. The foregoing does not relieve Seller of any responsibility for hidden damages discovered after acceptance of the Goods. Title and risk of loss to goods subject to a consignment stock agreement pass upon release of the goods from the consignment stock.

e. Buyer may direct Seller to ship the goods to Buyer or to any third party designated by Buyer.

f. Seller assumes all responsibility and liability for any shipments requiring any government import clearance.

7. QUALITY ASSURANCE & INSPECTION

a. All goods and services may be inspected and tested by Buyer, its customers, and end users at all reasonable times and places

b. In its standard inspection and testing of the goods and services, Seller will use an inspection system accepted by Buyer in writing.

c. No inspection, tests, approval, design approval or acceptance of the goods or services relieves Seller from responsibility for warranty or any latent defects, fraud or negligence.

d. If the goods or services are defective, damaged or otherwise not in conformity with the requirements of the purchase order, Buyer may, by claim to Seller: (i) rescind the purchase order as to such Goods; (ii) accept such goods or services at an equitable reduction in price; (iii) reject such goods or services and require the delivery of replacements; or (iv) require payment from Seller to cover the costs of the defective, damaged, or nonconforming goods and services. Seller must promptly take such action requested by Buyer to resolve the claim. If Seller fails to deliver required replacements or payment promptly, Buyer may: (x) correct any retained defective, damaged, or nonconforming goods or services at Seller’s expense; (y) replace the defective, damaged, or nonconforming goods with goods or services from another supplier and charge the Seller the cost thereof, including any incidental costs; and/or (z) terminate any outstanding or future purchase orders for cause.

e. Seller agrees to allow Buyer, during normal business hours, to make reasonable inspections of the facilities where Seller and its sub-tier suppliers manufacture or process the goods or provides the services.

8. WARRANTY

a. Seller warrants to Buyer and its customers, and end users that all goods and services (including all replacement or corrected goods or services) will: (a) be free from defects in material, workmanship, and design, even if the design has been approved by Buyer; (b) conform to applicable drawings, designs, quality control plans, specifications and samples and other descriptions furnished or specified by Buyer; (c) be merchantable; (d) be fit for the intended purposes and operate as intended; (e) comply will all applicable national and local laws; (f) be free and clear of any and all liens, restrictions, reservations, security interests or encumbrances; and (g) not infringe any patent, published patent application, or other intellectual property rights of any third party existing as of the date of delivery, and not utilize misappropriated third party trade secret information.

b. The warranty period will be for a period of 36 months from the date of delivery to the end user or such longer period of time as may have been accepted by Buyer from Buyer’s customer or the date on which any longer or broader government requirement covering the goods or services ends. These warranties will survive any delivery, inspection, acceptance or payment by Buyer.

c. The warranties provided are cumulative and in addition to any warranty provided by law or equity. Any applicable statute of limitations runs from the date of discovery.

9. CHANGES FROM BUYER

a. Buyer may direct changes in the drawings, designs, specifications, method of shipment or packing, quantity, or time or place of delivery of the goods or services; reschedule the services; or require additional or diminished services.

b. Only authorized Buyer representatives may issue changes, in writing, to a purchase order.

c. If any change causes an increase or decrease in the cost of, or the time required for, performing under a purchase order, an equitable adjustment will be made in the purchase order price, delivery dates or both, and the purchase order will be modified in writing accordingly.

d. Any claim for adjustment under this provision may, at Buyer’s option, be deemed to be waived unless asserted in writing (including the amount of the claim) and delivered to Buyer within 30 days from the date of the receipt by Seller of the Buyer-directed change to a purchase order.

10. SELLER DESIGN AND PROCESS CHANGES

a. Without the advance written approval of Buyer’s authorized representative, Seller will make no changes to the design, materials, manufacturing location, sub-tier suppliers, or processes (a) specified in the purchase order or documents referenced therein; (b) used in similar prior orders; or (c) in place at time of issuance of the purchase order.

b. Changes to a process include, but are not limited to, changes to the production process, changes in manufacturing equipment, or changes between a manual and automated process. This requirement applies whether or not there is a cost impact associated with the change and regardless of the type of change, including product improvements.

11. TERMINATIONS

a. Buyer may terminate a purchase order if the Seller commits a material breach of the purchase order, or these terms and conditions, and fails to remedy the breach within 30 calendar days following receipt of notice specifying the grounds for the breach. A material breach includes, but is not limited to, failure to deliver, late delivery or delivery of nonconforming goods or services.

b. Termination of a purchase order by Buyer will entitle Buyer to all damages and remedies available at law or equity. Additionally, Seller grants to Buyer a fully paid up, non-exclusive, irrevocable license to Seller’s intellectual property rights embodied or used in the goods or services for Buyer to make, have made and sell goods or services using such intellectual property rights to fulfill Buyer’s obligations to Buyer’s customer(s).

c. Buyer’s sole liability to Seller, and Seller’s sole and exclusive remedy, is payment for goods or services received and accepted by Buyer prior to the date of termination, payment for which can be set off against any damages to Buyer.

d. To the extent that any portion of a purchase order is not terminated, Seller will continue performance of that portion not terminated.

12. GENERAL INDEMNIFICATION

a. Seller will, at its expense, defend, indemnify and hold harmless Buyer and its subsidiaries, affiliates and agents, and their respective officers, directors, shareholders, and employees, and Buyer’s customers from and against any and all loss, cost, expense, damage, claim, demand or liability, including reasonable attorney and professional fees and costs and the cost of settlement, compromise, judgment or verdict incurred by or demanded of an Indemnity arising out of, resulting from or occurring in connection with Seller’s actual or alleged negligence, willful misconduct, or breach of the terms of this Purchase Order.

b. Seller will have the right to conduct the defense of any such claim or action, and all negotiations for its settlement; provided, however, in no event will Seller enter into any settlement without Buyer’s prior written consent, which will not be unreasonably withheld.

c. Seller represents and warrants that there is nothing that will directly, indirectly, actually or potentially restrict or prevent Seller in any way from fulfilling all its obligations, duties, and services under a purchase order, including without limitation any exclusivity or non-compete arrangement.

13. INSURANCE

a. Seller will maintain insurance with a carrier having a minimum AM Best rating of “A”, covering at least the following insurance: commercial general liability (including product liability, and for services to be performed, completed operations liability) in a sum no less than $5 million; automobile liability in a sum no less than $5 million; worker’s compensation in an amount no less than the applicable statutory minimum requirement; and employer’s liability in an amount of no less than $1 million. Prior to the delivery of any goods or services, Seller will provide to Buyer certificates of insurance evidencing that Seller maintains the foregoing insurance, which will provide that such coverage will not be changed without 30 days advance written notification to Buyer from the carrier(s).

b. Except where prohibited by law, Seller will require its insurers to waive all rights of recovery or subrogation against Buyer, its subsidiaries and affiliated companies, and its and their respective officers, directors, shareholders, employees and agents.

c. The amount of insurance carried in compliance with the above requirements is not to be construed as either a limitation on or satisfaction of the indemnification obligations in a purchase order.

14. CONFIDENTIALITY & NON-COMPETITION

a. All information, including without limitation specifications, samples, drawings, materials, know how, designs, processes and other technical, customer information, business or financial information, that: (a) has been or will be supplied to Seller here under by or on behalf of Buyer; or (b) Seller will design, develop or create in connection with a purchase order are deemed to be “Confidential Information” of Buyer. All Confidential Information is deemed to be work made for hire and made in the course of services rendered and all rights thereto belong exclusively to Buyer, with Buyer having the sole right to obtain, hold and renew, in its own name or for its own benefit, patents, copyrights, registrations or other appropriate protection. To the extent that exclusive title or ownership rights in such Confidential Information may not originally vest in Buyer as contemplated here under, Seller irrevocably assigns transfers and conveys to Buyer all right, title and interest therein.

b. Buyer’s Confidential Information will remain the property of Buyer, may not be used by Seller for any purpose other than for performing under a purchase order from the Buyer, may not be disclosed to any third party, and will be returned to Buyer upon the earlier of Buyer’s written request or completion of the purchase order. If, with Buyer’s prior written approval, Seller furnishes Confidential Information to a sub-tier supplier, Seller will bind the sub-tier supplier to confidentiality requirements substantially identical to this provision and Seller will remain responsible to Buyer for any breach of this provision by its sub-tier suppliers.

c. No disclosure, description or other communication of any sort will be made by Seller to any third person of the fact of Buyer’s purchase of goods or services here under, the terms of a purchase order, the substance of any discussions or negotiations concerning a purchase order, or either party’s performance under a purchase order.

d. Seller may not use Confidential Information to directly, or through a third party, approach a customer or prospective customer of the Buyer.

15. COMPLIANCE & REPORTING

a. Seller shall follow and abide by the regulations and best practices laid out as part of the following: (a) Section 1502 of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (Conflict Minerals Reporting); (b) Public Law 108-282 – Food Allergen Labeling and Consumer Protection Act of 2004 (FALCPA); (c) California’s Safe Drinking Water and Toxic Enforcement Act of 1986 (Proposition 65); (d) Registration, Evaluation, Authorisation and Restriction of Chemicals (REACH); (e) Restriction on the use of Hazardous Substances (RoHS); and (f) Toxics in Packaging Legislation (TiPL).

b. Seller agrees to submit to Buyer, within thirty days of Buyer’s written request, any and all information, documents and certifications reasonably required by Buyer to accurately complete and fulfill reporting obligations under these regulations and best practices.

Posted March 31, 2019

Titan Steel Metal Processing Agreement

This Metal Processing Agreement (“Agreement”), between Titan Steel Corporation (“Titan”) and Customer, its affiliates and subsidiaries (“Customer”) and together with Titan, the “Parties”, shall set forth the terms and conditions related to Titan’s processing of Customer’s metal products (“Materials”) for the Customer (the “Services”).

1. The commercial relationship between Titan and Customer related to the Services shall be governed and controlled by these terms and conditions. Any quotation produced by Titan (“Quotation”) or purchase order produced by the Customer (“P.O.”) is subject to this Agreement, and all terms set forth in such Quotation or PO are incorporated herein by reference only to the extent they are mutually agreed between the Parties through valid execution and do not conflict with, or attempt to modify, this Agreement. Without waiver for any failure of Titan to object to additional, conflicting or inconsistent terms, the terms of the Agreement shall prevail over any additional, conflicting or inconsistent terms in any P.O. or any other non-Titan documents related to the Services, unless agreed to by an authorized agent of Titan in a separate written agreement executed between the Parties and specifically referencing this Agreement. At its sole discretion, Titan may receive and accept Materials (as defined below) from the Customer for the Services on an ad hoc basis or without reference to a P.O. or Quotation; however, such Services will be rendered subject to this Agreement. The Customer represents and warrants that any affiliate of the Customer will be subject to the terms and conditions of the Agreement, mutatis mutandis, as if the affiliate were the Customer under the Agreement.

2. Customer is deemed to have accepted this Agreement by delivery, or arranging for delivery, of its Material to a Titan location.

3. All prices are F.O.B. Titan’s facility, unless otherwise specifically stated by Titan in writing. Payment is due upon customer pick-up or delivery unless Customer received prior payment terms or credit approval from Titan. All prices herein are based on the Services referenced on the Quotation and normal course labor. Special labor, material, warehousing, transportation or other charges are additional costs to the Quotation.

4. All title to and risk of loss of Materials remain with Customer at all times. Notwithstanding the foregoing, upon Titan’s completion of the Services to Customer Material, Titan shall not have any liability for damage that occurs to Customer Materials between the Product completion and Customer’s receipt of the Materials. All Materials shall be stored in a commercially reasonable manner, unless specifically directed on a Quotation.

5. Customer shall pay or reimburse Titan and its affiliates for all taxes, duties, and other governmental charges imposed upon Titan or its affiliates with respect to sale, use, and provision of Services to Customer, or Titan’s purchase or use of materials for the Services, except for the income taxes of Titan and its affiliates. If Customer believes the Services are exempt from any taxes imposed, Customer shall furnish Titan with a tax Certificate of Exemption or other documentation satisfactory to Titan.

6. Settlements, orders and deliveries shall at all times be subject to the approval of Titan or its affiliates. Once Customer Materials are received by Titan, orders may not be canceled by the Customer for work already in process or completed. Titan will use best efforts to support partial cancellations to the extent notification is received in a timely manner.

7. Customer shall promptly notify Titan about any Materials claimed to be non-conforming and shall hold the Materials without rework and further use for Titan’s prompt inspection and determination of whether any resolution is necessary. Claims for shortages, non-conformity, or other errors which are not made to Titan in writing within thirty (30) days after Customer’s receipt of delivered Materials or pick-up by Customer, constitute waiver of all claims by Customer. Receipt of Materials without immediate notification to Titan in writing of non-conformity shall be deemed to be acceptance of the Materials as conforming to the Quotation, P.O. and the Agreement, and the Customer waives all claims against Titan related to the Materials. The Parties acknowledge and agree that Customer has an affirmative duty to timely inspect the Materials upon receipt of the Materials. Customer shall provide Titan with all reasonable information to support any claim, including description, pictures, samples, and access to the Materials.

8. Titan’s or its affiliates’ sole liability and customer’s exclusive remedy for any cause of action arising out of or related to the agreement or anything done in connection therewith is expressly limited at Titan’s option to redo product application or pay an amount not to exceed Titan’s sales price (without interest) for the Services involved. Titan shall not reimburse customer, honor back charges, or accept payment due held back for any work conducted by the Customer or a third party. The amount due for the services performed on the materials shall be deemed earned in full and due upon Titan’s completion of the Services.

9. The Parties’ obligations hereunder are subject to delays caused by strikes, labor disputes (whether in Titan’s facility or in a facility of Titan’s suppliers or affiliates), fires, transportation, acts of God, acts of a public enemy, riots, sabotage, acts of Government, weather, or any other cause beyond Titan’s reasonable control. Titan and its affiliates will not be liable for any damage, loss, fault or expenses arising from such delays.

10. Customer’s failure to take its Materials within sixty (60) days (unless agreed otherwise by the Parties in writing) after notification from Titan or an affiliate that such Materials are available for pick-up constitutes Customer’s abandonment of such Customer Materials. Therefore Titan, in its sole discretion, may dispose of the Materials including their sale with prior notice to Customer, and any proceeds may be applied to any amounts owed to Titan by Customer. The Parties agree that this Agreement, the Quotation, and the P.O. may be used by Titan and its affiliates to enforce its or their rights hereunder.

11. Customer grants Titan a security interest in all Customer Materials and any other property of Customer in Titan’s possession and control, and any substitutions, replacements, additions and proceeds of such property (collectively, “Collateral”), to secure payment of any sums hereunder that may come due to Titan. Customer agrees to execute all documents necessary to perfect and maintain such security interest, and authorizes Titan to take any actions necessary to perfect and maintain such security interest and its interests in the Collateral generally. Additionally, Titan retains the right to file liens along with any required notices in accordance with the laws governing such liens.

12. Unless accepted by Titan, all material shall be in prime condition and in the specifications claimed by the Customer. If accepted by Titan, Titan will process non-prime Material on a best efforts basis, but shall not be responsible for ensuring the quality of the Material. Titan is not responsible for processing damage to the Material due to the quality of the material or the defects in the Material. Materials shall be subject to Titan’s standard manufacturing variations and tolerances.

13. Forbearance or failure of Titan to enforce any term of the Agreement, or to exercise any right accruing from any default of the Customer shall not affect or impair Titan’s rights should default continue, or in the case of subsequent default of Customer, nor shall such forbearance or failure be deemed a waiver of Titan’s rights in case of other or future defaults of Customer.

14. The Agreement shall be governed by and construed in accordance with the laws of the State of Maryland without regard to choice of law principles.

15. With the exception of actions by Titan to enforce liens or collect past due amounts, Titan and Customer agree that any controversy or claim arising out of or relating to the Agreement, its formation, its breach, or its termination, including but not limited to claims relating to Products, shall be settled by final and binding arbitration in Baltimore, Maryland by the American Arbitration Association under its Construction Industry Arbitration Rules and judgment upon the award rendered by the arbitrator or arbitrators may be entered in any court having jurisdiction thereof for enforcement. Claims brought under the Agreement must be brought within one (1) year after the date after the date the Services were provided by Titan under which such claim arises. Except for laws that require venue in a state other than Maryland for enforcement of any liens, the Parties agree that venue of any legal action or proceeding and the rights and obligations of the Parties shall lie exclusively in the appropriate federal or state courts in Baltimore, Maryland.

16. Customer expressly waives the right to a trial by jury of any matters arising out of or relating to the agreement, or any transactions contemplated hereby, which are not covered by arbitration.

17. Titan and Customer agree that the terms of this Agreement, and any mutually-agreed and executed agreement modifying this Agreement, constitute one integrated agreement between the Parties and are not severable; however, in the event that one or more of the provisions contained in any such Agreement shall for any reason be held to be invalid, illegal or unenforceable in any respect, such offending provision shall be struck from the Agreement and such invalidity, illegality or unenforceability shall not affect any other provisions contained in this Agreement. To the extent that a provision is deemed invalid, illegal or unenforceable in any respect, an arbitrator or court of competent jurisdiction shall produce an alternative valid, legal, and enforceable provision fulfilling the intentions of the Parties in the invalid, illegal or unenforceable provision.

18. The Parties expressly warrant, represent and state to each other that (i) no representation, promise or agreement that is not expressly stated herein has been relied upon in entering into the Agreement, (ii) the Parties are each sophisticated in commercial contract negotiations, and (iii) the Agreement has been fairly and equitably negotiated between the Parties with the benefit of representation by competent attorneys experienced in commercial contract negotiations. No waiver, alteration, modification, supplement or rescission of any of the terms of the Agreement, any P.O. and any other documents and instruments executed between the Parties shall be effective or binding unless made in writing and signed by all Parties.

19. In no event, shall Titan or its affiliates be liable for consequential or indirect damages arising out of or in connection with the agreement, including without limitation, breach of any obligation imposed on Titan hereunder or in connection herewith. Consequential damages for purposes hereof shall include without limitation, loss of use, income or profit, or losses sustained as the result of injury (including death) to any person or loss of or damage to property. Customer shall indemnify, defend, and hold harmless Titan, its affiliates, parents and subsidiary companies, and their owners, officers, employees and agents against all liability, cost or expense which may be sustained by any of them on account of loss, damage or injury, related to the customer materials or products whether caused in whole or in part by Titan. Notwithstanding anything to the contrary, Titan’s liability to the Customer shall not exceed the lesser of the order value or $50,000.00.

20. Without terminating the Agreement, Titan shall have the immediate right to cancel all pending P.O.s or Services upon (a) Customer’s breach of any of its payment obligations hereunder if not cured within five (5) days of Titan’s written notification (email shall suffice); (b) Customer’s material breach of any of its representations, warranties, covenants or agreements contained herein; and/or (c) Customer’s failure to provide adequate assurance of future performance. If Titan terminates the Agreement, Titan shall be entitled to payment for Services delivered to Customer up to the date of termination. Additionally, all terms regarding arbitration, indemnification by and continuing liability of Customer in the Agreement shall survive the termination of the Agreement, including but not limited to the terms of paragraphs 8, 9, 11, 12, 15 and 19 of this Agreement.

21. Customer shall not assign its rights and obligations under the Agreement, any P.O. or any other documents and instruments executed between the Parties, without the prior written consent of Titan. Any purported assignment in violation of this provision is null and void.

22. Except as otherwise expressly provided for in the Agreement, nothing herein, expressed or implied, is intended or shall be construed to confer upon Titan or give to any person, firm, corporation or legal entity, other than the Parties hereto, any rights, remedies or other benefits under or by reason of the Agreement. The Parties hereto are independent contractors and in the interpretation of the Agreement or any part of it, no rule of construction or interpretation shall apply to the disadvantage of any party on the basis that that party prepared the Agreement or seeks to rely on the terms and conditions of the Agreement.

23. The Agreement is between and binding upon the Parties hereto, their respective successors, heirs and permitted assigns. Customer and Titan represent that their respective authorized agents signing the Agreement have the authority to bind Customer and Titan to the Agreement on the Effective Date.

Privacy Policy

Titan Steel Corporation operates the www.titansteel.com website and other electronic platform (the “Service”). This page informs you of our policies regarding the collection, use, and disclosure of personal data when you use our Service.

We use your data to provide and improve the Service. By using the Service, you agree to the collection and use of information in accordance with this policy. Unless otherwise defined in this Privacy Policy, the terms used in this Privacy Policy have the same meanings as in our Terms and Conditions.

There are times when we will request information from you. Our goal in collecting this personal information is to offer you the most relevant information about our products and services based on your interests. If you want your personal information dropped from our database, you can send an email to admin@titansteel.com that says “remove my user name” or similar language at any time.

Types of Data Collected

Personal Data

While using our Service, we may ask you to provide us with certain personally identifiable information that can be used to contact or identify you (“Personal Data”). Personally, identifiable information may include, but is not limited to: Email address; First name and last name; Phone number; Street Address, City, State, ZIP/Postal code.

Cookies and Usage Data

We may use your Personal Data to contact you with newsletters, marketing or promotional materials and other information that may be of interest to you. You may opt out of receiving any, or all, of these communications from us by following the unsubscribe link or the instructions provided in any email we send.

Usage Data

We may also collect information that your browser sends whenever you visit our Service or when you access the Service by or through a mobile device (“Usage Data”). This Usage Data may include information such as your computer’s Internet Protocol address, browser type, browser version, the pages of our Service that you visit, the time and date of your visit, the time spent on those pages, unique device identifiers and other diagnostic data.

When you access the Service with a mobile device, this Usage Data may include information such as the type of mobile device you use, your mobile device unique ID, the IP address of your mobile device, your mobile operating system, the type of mobile Internet browser you use, unique device identifiers and other diagnostic data.

Location Data

We may use and store information about your location if you give us permission to do so (“Location Data”). We use this data to provide features of our Service, to improve and customize our Service. You can enable or disable location services when you use our Service at any time by way of your device settings.

Tracking & Cookies Data

We use cookies and similar tracking technologies to track the activity on our Service and we hold certain information. Cookies are files with a small amount of data which may include an anonymous unique identifier. Cookies are sent to your browser from a website and stored on your device. Other tracking technologies are also used such as beacons, tags and scripts to collect and track information and to improve and analyze our Service. You can instruct your browser to refuse all cookies or to indicate when a cookie is being sent. However, if you do not accept cookies, you may not be able to use some portions of our Service.

Use of Data

We collected data for various purposes:

To provide and maintain our Service
To notify you about changes to our Service
To allow you to participate in interactive features of our Service when you choose to do so
To provide customer support
To gather analysis or valuable information so that we can improve our Service
To monitor the usage of our Service
To detect, prevent and address technical issues
To provide you with news, special offers and general information about other goods, services and events which we offer that are similar to those that you have already purchased or enquired about unless you have opted not to receive such information

Transfer of Data

Your information, including Personal Data, may be transferred to – and maintained on – computers located outside of your state, province, country or other governmental jurisdiction where the data protection laws may differ from those of your jurisdiction.

If you are located outside United States and choose to provide information to us, please note that we transfer the data, including Personal Data, to United States and process it there.

Your consent to this Privacy Policy followed by your submission of such information represents your agreement to that transfer.

We will take all the steps reasonably necessary to ensure that your data is treated securely and in accordance with this Privacy Policy and no transfer of your Personal Data will take place to an organization or a country unless there are adequate controls in place including the security of your data and other personal information.

Disclosure of Data

Disclosure for Law Enforcement

Under certain circumstances, we may be required to disclose your Personal Data if required to do so by law or in response to valid requests by public authorities (e.g. a court or a government agency).

Legal Requirements

We may disclose your Personal Data in the good faith belief that such action is necessary to:

To comply with a legal obligation
To protect and defend our rights or property
To prevent or investigate possible wrongdoing in connection with the Service
To protect the personal safety of users of the Service or the public
To protect against legal liability

Security of Data

The security of your data is important to us but remember that no method of transmission over the Internet or method of electronic storage is 100% secure. While we strive to use commercially acceptable means to protect your Personal Data, we cannot guarantee its absolute security.

Links to Other Sites

Our Service may contain links to other sites that are not operated by us. If you click a third-party link, you will be directed to that third party’s site. We strongly advise you to review the Privacy Policy of every site you visit.

We have no control over and assume no responsibility for the content, copyrights, privacy policies or practices of any third-party sites or services.

We may make available forums, message boards and news groups for our customer communities from time to time. Please remember that any information that is disclosed in these areas becomes public information and you should exercise caution when deciding to disclose personal information.

Children’s Privacy

Our Service does not address anyone under the age of 18 (“Child”). We do not knowingly collect personally identifiable information from anyone under the age of 18. If you are a parent or guardian and you are aware that your Child has provided us with Personal Data, please contact us. If we become aware that we have collected Personal Data from children without verification of parental consent, we take steps to remove that information from our servers.

Changes to This Privacy Policy

We may update our Privacy Policy from time to time. We will notify you of any changes by posting the new Privacy Policy on this page.

We will let you know via email and/or a prominent notice on our Service, prior to the change becoming effective and update the “effective date” at the top of this Privacy Policy.

You are advised to review this Privacy Policy periodically for any changes. Changes to this Privacy Policy are effective when they are posted on this page.

Contact Us

If you have any questions about this Privacy Policy, please contact us:

By email: admin@titansteel.com
By phone number: +1-410-631-5200

Posted April 23, 2020

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. 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.

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.