Terms and Conditions

NORTH STEEL Co.
GENERAL TERMS AND CONDITIONS OF SALE

THESE TERMS AND CONDITIONS GOVERN THE SALE OF ALL PRODUCTS AND SERVICES (“PRODUCTS”) BY NORTH STEEL CO, SHAANXI, AND ITS PRESENT AND FUTURE SUBSIDIARIES (“SELLER”) AND SHALL BE CONTROLLING NOTWITHSTANDING ANY CONFLICTING, CONTRARY OR ADDITIONAL TERMS AND CONDITIONS IN ANY REQUEST FOR ADDITION TO OR MODIFICATION OF ANY PROVISIONS OF THESE TERMS AND CONDITIONS SHALL BE BINDING UPON SELLER UNLESS MADE IN WRITING AND SIGNED BY AN AUTHORIZED REPRESENTATIVE OF SELLER. TERMS IN BUYER’S PURCHASE ORDER WHICH ARE IN CONFLICT WITH, CONTRARY TO, OR IN ADDITION TO THE TERMS HEREOF ARE REJECTED WITHOUT FURTHER ACTION OR NOTICE BY SELLER AND SHALL NOT BECOME PART OF THE AGREEMENT BETWEEN SELLER AND BUYER REGARDLESS OF THE DATE ANY SUCH CONFLICTING, CONTRARY OR ADDITIONAL TERMS ARE COMMUNICATED TO SELLER. FROM TIME TO TIME, SELLER MAY ACCEPT CERTAIN OF BUYER’S TERMS AND CONDITIONS OF SALES BY SIGNING BUYER’S PROPOSED SALE AGREEMENT. IF SUCH ACCEPTANCE IS PRECEDED OR ACCOMPANIED BY SELLER’S INTERPRETATION OF BUYER’S TERMS AND CONDITIONS, SUCH INTERPRETATION SHALL CONTROL THE CONSTRUCTION OR INTERPRETATION OF THE MEANING OF BUYER’S TERMS AND CONDITIONS.

1. ORDERS/ACCEPTANCE. Orders shall be initiated by Buyer by way of its issue of a purchase order or other writing, including that in electronic form acceptable to Seller, evidencing Buyer’s intent to purchase goods from Seller. Buyer’s orders shall identify the Product, quantity, complete part numbers, descriptions, applicable prices and requested delivery dates. All orders are subject to acceptance by Seller. Seller may accept Buyer’s orders by way of written or electronic acknowledgment or by way of commencement of performance. Seller’s failure to return a written objection with respect to a Buyer’s order shall not be deemed an acceptance by Seller and until acceptance is given by Seller as herein provided, no agreement shall exist as between Seller and Buyer for the sale of the goods identified in Buyer’s orders. Once an order is accepted by Seller, no cancellations will be accepted by Seller within thirty (30) days of the earliest requested ship date. Seller reserves the right to allocate sales of Product among its customers in its sole discretion. Notwithstanding any provision of these Terms and Conditions to the contrary, orders for: (a) custom Product, (b) Product to which Buyer has specified required modification or enhancements, and (c) other non-standard Products, including Products to be assembled in kit form, Products of manufacturers which do not appear on Seller’s line card, and Products otherwise identified by Seller as “NCNR” or “Non-Cancelable and Non-Returnable” (“Non-Standard Products”) shall be non-cancelable and, such Product delivered by Seller shall not be returnable by Buyer to Seller.

2. PRICE. Irrespective of any prices quoted by Seller or listed on Buyer’s order, an order is accepted only at the prices shown on Seller’s acknowledgment.

3. QUOTATION. Price quotations made by Seller are valid for 30 days unless stated differently on the face of the quotation.

4. TERMS OF PAYMENT. Terms of payment shall be on cash terms unless credit is extended to Buyer by Seller. If Seller has extended credit to buyer, Seller may at any time limit or cancel the credit of Buyer and may demand payment in cash before delivery of any part of the goods if Buyer fails to make payment for goods delivered, or if, in Seller’s opinion, a change in Buyer’s financial condition or other circumstances has created reasonable concerns as to Buyer’s credit worthiness. On any order on which credit is not extended by Seller, shipment or delivery shall be made at Seller’s election. Payment shall be made for the goods without regard to whether Buyer has made or will make any inspection of the goods.

5. DELIVERY AND TITLE. The goods shall be delivered when ordered by Buyer on reasonable notice to Seller, EXW, Seller’s factory, (Incoterms 2000). Risk of loss shall pass to Buyer upon Seller’s delivery of the goods to a common carrier for shipment to Buyer. Title in the goods shall not pass to Buyer until Seller has received in full all Money owed by Buyer under this or any other agreement.

6. ACCEPTANCE OF PRODUCTS AND PRODUCT RETURNS. Buyer is deemed to have accepted the Products delivered unless written notice of rejection is received by Seller within thirty (30) days of delivery. Buyer waives any right to revoke acceptance thereafter. Buyer shall report any discrepancy in shipment quantity or damage within thirty ( 30) days after delivery. No return of Products shall be accepted by Seller without a Return Material Authorization (“RMA”) Number, which may be issued by Seller in its sole discretion. Returned Products must be in original manufacturer’s shipping cartons complete with all packing materials. If returned Products are claimed to be defective, a complete description of the nature of the defect must be included with the returned Products.

7. WARRANTY. Seller warrants to Buyer that the Products purchased hereunder shall conform to the applicable specifications. Seller makes no warranty or guarantee whatsoever with respect to sales or orders for nonstandard or sub-grade goods. Goods sold under such sales or orders are furnished “as is” and “with all faults.” With respect to Products which do not meet applicable specifications, Seller’s liability with respect to the breach of the above warranty shall be limited at Seller’s election to: (1) refund of Buyer’s purchase price for such Products (2) repair of such Products, or (3) replacement of such Products provided, however, that such Products must be returned by Buyer to Seller, within thirty (30) days from date of delivery transportation charges prepaid.

8. LIMITATION OF LIABILITIES/INDEMNITIES. (a) BUYER SHALL NOT IN ANY EVENT BE ENTITLED TO, AND SELLER SHALL NOT BE LIABLE FOR INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY NATURE INCLUDING, WITHOUT LIMITATION, BUSINESS INTERRUPTION COSTS, REMOVAL AND/OR REINSTALLATION COSTS, REPROCUREMENT COSTS, LOST PROFITS OR REVENUE, LOSS OF DATA, PROMOTIONAL OR MANUFACTURING EXPENSES, OVERHEAD, INJURY TO REPUTATION OR LOSS OF CUSTOMERS, EVEN IF SELLER HAS BEEN ADVISED OF THE POSSIBILTY OF SUCH DAMAGES. (b) Provided Seller has delivered product to Buyer as specified by Buyer in writing, Buyer further agrees to indemnify and save Seller harmless from any loss, cost or expense, including taxable cost, interest, actual attorney’s fees, and related defense costs, including expert witness fees, incurred by Seller in which Seller is made a party by any person claiming to have been injured, or claiming injury or damage to property, either directly or indirectly, as a result of or in connection with the use of the Product or its use in combination with other products, or in connection with a claim that said Product violates the intellectual property rights of third parties.

9. DELIVERY SCHEDULE. Notwithstanding any of the foregoing, Buyer understands that any delivery schedule set forth herein or in any subsequent order or release is estimated only and is presented in good faith by Seller. Seller will use its best efforts to meet such schedule. Delays or changes in schedules due to Buyer directed actions are subject to price adjustments. In the absence of instructions by Buyer prior to delivery, Seller will select the carrier to whom delivery will be made for shipments to Buyer.

10. CHANGES TO SPECIFICATIONS. Seller reserves the right to change the specifications of any goods (including all statements and data appearing in Seller’s catalogs, data sheets and advertisements) without notice. If such changes to specifications are made, Seller assumes no obligation to provide the change on goods previously purchased. Seller may substitute goods manufactured to such modified specifications for those specified herein provided such goods substantially conform to the order or contract.

11. CONTINGENCIES. Seller shall not be liable for failure to fulfil its obligations herein or for delays in delivery due to causes beyond its control, including, but not limited to, acts of God, natural disasters, acts or omissions of other parties, acts or omissions of civil or military authority, changes in law, material shortages, fire, strikes, riots, war, acts of terrorism, delays in transportation or inability to obtain labor or materials through its regular sources. Seller’s time for performance of any such obligation shall be extended for the time period of such delay or Seller may, at its option, cancel any order or remaining part thereof without liability by giving notice of such cancellation to Buyer.

12. ARBITRATION. In the event that any dispute arises between Seller and Buyer with respect to any of the provisions of this form of the performance of the terms and conditions hereof or of any modification hereof by either of the parties hereto, such dispute, if not settled by negotiations between the parties within a reasonable time, shall be submitted for arbitration to the China International Economic and Trade Arbitration Commission (CIETAC) in Shanghai, China, in accordance with the Arbitration Rules of CIETAC or other Arbitration Rules agreed by Buyer, Seller and CIETAC. Judgment of arbitrator shall be final and binding. Each party hereto waives its right to an appeal and/or a jury.

13. GENERAL. In the event any one or more of the provisions contained herein shall for any reason be held to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality or unenforcability shall not affect any other provision hereof, and this contract shall be construed as if such invalid, illegal, or unenforceable provision had never been contained herein.