Metal Supply Contract

METAL SUPPLY CONTRACT

This Metal Supply Contract (the Contract) is entered into as of by and between the parties identified below.

Parties

Recitals

WHEREAS, Supplier is engaged in the business of manufacturing, processing and selling ferrous and non-ferrous metal products and has the facilities, experience and capacity to supply metal materials in accordance with the specifications set forth in this Contract; and

WHEREAS, Buyer desires to purchase and Supplier desires to sell metal material on the terms and conditions set forth in this Contract, including agreed pricing, delivery schedule, inspection rights and remedies for nonconforming material; and

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows.

Scope of Work

Supplier shall manufacture, supply and deliver metal material meeting the specifications and quantities described below and in any attachments incorporated into this Contract. Supplier shall perform in accordance with industry standards applicable to the metal type and grade.

Delivery and Acceptance

Delivery shall be FOB and made to the delivery location set forth below. Title and risk of loss shall pass to Buyer as specified in the delivery term.

Buyer shall have the right to inspect shipments upon arrival. Nonconforming material must be reported in writing within days of delivery, after which shipments shall be deemed accepted.

Payment Terms

Buyer shall pay Supplier the purchase price in United States Dollars in accordance with the schedule below. Prices are exclusive of applicable taxes, duties and transportation unless otherwise stated.

Late payments shall accrue interest at the rate of on overdue amounts, or the maximum rate permitted by applicable law, whichever is lower. Buyer shall be responsible for reasonable collection costs and attorneys' fees incurred by Supplier in enforcing payment.

Term and Termination

The term of this Contract commences on and, unless earlier terminated in accordance with this Contract, expires on .

Either party may terminate this Contract for convenience upon days' prior written notice to the other party. Either party may terminate for material breach if the breaching party fails to cure within days after receipt of written notice specifying the breach.

Confidentiality

Each party shall treat as confidential and shall not disclose to any third party any non-public information concerning the other party's business, technical or financial affairs, including pricing, specifications, and customer information, obtained in connection with this Contract, except as required by law or with the prior written consent of the disclosing party. Confidential information does not include information that is or becomes publicly available other than through a breach of this Contract or that is independently developed without use of the receiving party's confidential information.

Warranties and Inspection

Supplier warrants that all delivered material shall conform to the agreed specifications, be free from material defects in workmanship and title, and be merchantable for the intended commercial purpose for a period of days from date of delivery. Buyer's exclusive remedies for breach of warranty shall be repair, replacement or refund at Supplier's option, except to the extent additional remedies are required by applicable law.

Indemnity and Limitation of Liability

Each party shall indemnify and hold harmless the other party from third-party claims arising out of the indemnifying party's negligence or willful misconduct in performance of this Contract. Except for liability arising from gross negligence, willful misconduct, or a party's breach of confidentiality or indemnity obligations, neither party shall be liable for consequential, incidental or punitive damages. The aggregate liability of a party for any claim arising under or related to this Contract shall not exceed the total amount paid or payable under this Contract for the specific order giving rise to the claim.

Force Majeure

Neither party shall be liable for delay or failure to perform to the extent such delay or failure is caused by events beyond its reasonable control, including but not limited to acts of God, natural disasters, war, terrorism, labor disturbances, shortage of raw materials, governmental action, or transportation delays. The affected party shall notify the other promptly and shall use commercially reasonable efforts to resume performance.

Change Orders

Any changes to scope, specifications, delivery schedule or price must be documented in a written change order signed by authorized representatives of both parties. Change orders shall include an adjustment to price and delivery as necessary to reflect the change.

Notices

All notices required or permitted under this Contract shall be in writing and delivered to the addresses below by hand, certified mail, or nationally recognized overnight courier, and shall be effective upon receipt.

Governing Law; Entire Agreement

This Contract shall be governed by and construed in accordance with the laws of the State of without regard to its conflict of laws principles. This Contract, including any attachments and executed change orders, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, proposals and communications, whether written or oral.

Miscellaneous

If any provision of this Contract is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. Neither party may assign this Contract without the prior written consent of the other party, except that either party may assign to an affiliate or in connection with a merger or sale of substantially all assets. Headings are for convenience only and do not affect interpretation.

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