Steinhausen / CRONIMET SUISSE AG

1. Order Orders, bids and other explanations are binding only if they are given or confirmed by us in writing.

2. Prices

The prices named are basically fixed prices. Unless otherwise agreed, they are free delivered our relevant warehouse/storage location or the named place of receipt. They include all remuneration for the services assigned to the Supplier, including, in particular, packaging, all ancillary costs, such as, for example, with respect to freight, insurance, export, passage in transit, import and other permits as well as certifications and all types of taxes, duties, fees, custom fees and the like that are levied in connection with the contract. In the event that we should become subject to a duty to pay for the same, the payments shall be reimbursed to us by the Supplier against corresponding proof of payment. Written agreements to the contrary take precedence.

3. Deadlines and Periods

3.1. Delivery deadlines are fixed deadlines and must therefore be exactly complied with.

3.2. If no other delivery period is agreed upon, our order shall be deemed to be an order for prompt delivery.

3.3. If it becomes recognizable that the delivery deadline will be exceeded, the Supplier shall be required to immediately inform us in writing about the reason and the anticipated length of the delay in delivery. Notwithstanding this, the exceeding of the delivery period will trigger corresponding consequences of default.

3.4. In the case of so-called “fixed” transactions, we will exercise rights to which we are entitled in the event of a delay in delivery without the granting of any grace period.

3.5. In the event that delivery deadlines that are foreseen are repeatedly not complied with, we may refuse to continue to perform the contract without any prior setting of a deadline and demand compensation based on non-performance or to withdraw from the contract.

3.6. Agreed upon delivery periods shall basically commence upon the conclusion of the contract.

4. Shipment

4.1. The shipment shall be made to the place of receipt stipulated by us.

4.2. The Supplier is obligated to notify us on the very day of the dispatch of the goods by means of a shipment notice, listed our contract number, the quantity and the exact description of goods. In the event of a failure to comply, all of the risks and/or costs in this regard shall pass to the Supplier.

4.3. The materials used for the packaging must be taken back at no charge to us or, in the event that the materials are not taken back, we will dispose of these at the cost of the Supplier.

4.4. Excessive or short deliveries are not permissible without our consent.

5. Invoice and Payment

5.1. The Supplier shall submit an invoice to us after performance has been made in conformity with contract.

5.2. In the event of early delivery, we retain the right to pay the invoices on the date that would have been in conformity with contract in the event of a delivery on a timely basis.

6. Assignment and Set-Off

6.1. The Supplier is not entitled in the absence of our written consent to assign his contractual claims against us, in whole or in part, to a third party.

6.2. A set-off against counterclaims of the Supplier is permissible only to the extent that these claims are legally valid and have been acknowledged by us in writing and are due.

6.3. We shall be entitled to make an offset of existing claims against our Supplier. In the event of return shipments of goods due to quality grounds, the Supplier will be obligated to immediately repay to us any payments that we may have already made with respect to these goods, including interest. To the extent that this does not occur, we shall be entitled to retain the goods until receipt of the repayment.

7. Warranty, Acceptance of Goods and Notices of Defects

7.1. With respect to the delivered goods, the Supplier warrants that they have the attributes contractually promised. In this regard, reference is made to the industry-wide specialist literature of the BDS, of the Association of German Dealers in Metal, etc., as in force from time to time.

7.1.1. Each delivery must be free of all components that are detrimental to the smelting. This also includes the requirement that the goods have been reviewed in terms of explosive material and hollow parts. The Supplier shall be fully liable for damages arising through the co-delivery of such materials.

7.1.2. All goods must be free of ionizing radiation that exceeds the natural radiation of the steel. An ionizing radiation that exceeds the natural radiation of the steel is on hand if the measurement device of the Purchaser, at the time of the acceptance inspection measures indicates a value above the underground radiation of the surroundings. This will be documented in a measurement record following an additional control measurement. In the event that such an ionizing radiation of the goods is ascertained, the Purchaser shall be entitled to refuse acceptance of the batch located in the objectionable transport unit and to inform the competent authority as well as the Supplier. To the extent that the authority does not order any further measures, the Supplier must pick up the goods within two working days after notification of the refusal of acceptance. If the Supplier does not act within this period, the Purchaser shall be entitled to arrange for the return transport or the disposal. All of the costs related to the refusal and the return transport or the disposal shall be borne by the Supplier. If the authority orders special measures (e.g., the segregation and examination of all parts of a batch recognized as being charged, a provisional interim storage at the factory premises, a removal collection with special security measures, the disposal), the Supplier shall be required to also bear the costs arising in this regard.

7.2. All responsibility to examine and give notice for defects on our part is waived.

7.3. For reasons of an optimal quality control (analysis determination), the recipient shall be entitled, with segregation, to make purpose-related changes to the goods, e.g., the breaking of borings, etc. The Supplier declares his consent to this already now.

7.4. Any possible objection of the Supplier to the receipt findings provided by us must take place within two working days. In the absence of any notice from the Supplier, we shall be entitled to process the goods.

7.5. Defects are to be promptly eliminated by the Supplier at his own cost. If it is not possible, not customary to eliminate a defect, or it cannot be reasonably expected, and no consensual solution can be reached with respect to a reduction in price, we may insist on an immediate replacement delivery at no charge. A notice of defect sent by us shall be deemed to have been accepted by the Supplier if no objection is raised within two working days after remittance.

7.6. If the Supplier fails to immediately comply with his obligation to eliminate defects or make a replacement delivery, we may assert the statutory rights of warranty, without any further setting of a deadline.

7.7. The Supplier shall be liable for all costs and ancillary costs relating to the notice of defect.

7.8. In the case of the repeated delivery of defective goods, we retain the right to annul existing contracts, without complying with any termination notice period.

7.9. If defective performance means that an overall inspection will be necessary that goes beyond the usual scope of the receiving inspection, the Supplier shall be required to bear the additional costs of the same.

8. Assignment of Contract

Delivery contracts entered into may not be assigned to third parties without our written consent.

9. Liability

Claims to compensation against us or our employees – regardless of the legal ground therefor – are precluded. This disclaimer of liability shall not apply with respect to illegal intent or gross negligence by us, but shall nonetheless also apply with respect to illegal intent or gross negligence on the part of agents.

10. Right of Recourse

If persons are injured or property of third parties is injured due to acts or omissions on the part of the Supplier or his agents and we are claimed against for this reason, we shall be entitled to a right of recourse against the Supplier.

11. Foreign Transactions

All contracts concluded as to which there is an underlying foreign transaction shall be valid subject to the consent of the Swiss authorities. In the case of the subsequent introduction of and/or increase in custom duties, taxes, freight, energy costs, etc., we are entitled to pass the charges on to the Supplier.

12. Place of Performance, Transfer of Risk and Special Domicile

The place of performance for the Supplier shall be the place of receipt designated by us in each case. The risk shall transfer to us as soon as the delivery is situated at the relevant place of receipt indicated. With respect to all obligations arising under the contracts, Steinhausen/Switzerland shall be the special domicile for debt enforcement.

13. Concluding Provision.

In the event that individual parts of our terms and conditions are or become legally invalid, the validity of the remaining terms and conditions shall not be affected thereby. The permissible provision that most closely approximates the intended purpose of the contract shall apply in lieu of the invalid provision.

14. Applicable Law and Jurisdiction

This sale confirmation and the underlying purchase contract shall be governed by Swiss substantive law (Swiss Code of Obligations), to the preclusion of the United Nations Convention on Contracts for the International Sale of Goods of April 11, 1980. The ordinary courts of Zug/Switzerland shall have exclusively jurisdiction with respect to all disputes arising out of or in connection with this sales confirmation or the underlying purchase contract, including with respect to litigation relating to documents, bills of exchange and checks. We shall be entitled, however, to sue the Supplier at its place of registered office.

15. In cases of uncertainty or conflict, the German version of the General Terms and Conditions of Purchase (Allgemeine Einkaufsbedingungen) shall prevail.

(April 2006)