STANDARD SALES CONDITIONS OF BAYOU STEEL CORPORATION

1. Quotations by Seller constitute an invitation for an offer from potential customers. All resulting orders by customers are subject to final acceptance by Seller. All sales are expressly limited to the terms hereof and it is expressly understood and agreed that all customer orders and all sales resulting here from shall be subject to and incorporate all terms and conditions printed hereon as if restated in toto. No terms or conditions other than those stated herein, whether oral or written, shall be binding on Seller unless made in writing and signed by Seller's authorized representative.
2. All prices quoted by Seller are F.O.B. Seller's mill. Prices are subject to change on 30 days notice to the general trade, and orders are filled at the prices in effect at the time of shipment.
3. Purchaser shall be liable for any taxes levied by Federal, State or local authorities upon the manufacture, sale, delivery, storage, consumption or transportation of products or services and if paid or required to be paid by Seller, such taxes shall be added to and become part of the price payable to the Seller for such products or services.
4. All sales are F.O.B. Seller's mill and are net 30 days from date of invoice, unless specified differently on the face of the invoice. A standard discount will apply for payment in 10 days from the date of invoice.
5. Delivered prices or prices with transportation cost shall be subject to appropriate adjustments to reflect changes in transportation charges.
6. Shipments, deliveries and performance of work shall at all times be subject to the approval of the Seller's Credit Department. The Seller may at any time decline to make any shipment or delivery or perform any work except upon receipt of payment or security or upon terms and conditions satisfactory to such Department.
7. After the product is melted or in process, Purchaser may not cancel or modify purchase orders or hold up release without the consent of Seller.
8. Except in the particulars specified by Purchaser and expressly agreed to in writing by Seller, all materials shall be produced in accordance with Seller's standard practices. All material, including that produced to meet an exact specification, shall be subject to tolerances and variations consistent with usages of the trade and regular mill practices concerning dimensions, weight, straightness, section, composition and mechanical properties, as well as deviations from tolerances and variations consistent with practical testing and inspection methods, and regular mill practices concerning over and under shipments.
9. Subject to paragraph 8 above, Seller warrants that all products furnished hereunder will comply wit Seller's standard specifications for such products, or such other specifications as have been expressly agreed upon with Purchaser in writing. Purchaser agrees that Seller's obligation under this warranty shall be and is limited solely at Seller's option to the replacement of defective or nonconforming products or to the payment to Purchaser of an amount not in excess of the purchase price of the materials. In no event shall Seller be liable to Purchaser for any damages to persons or property, including but not limited to actual, special, incidental or consequential damages beyond the repair or replacement of goods which do not meet the quality specifications. THIS WARRANTY IS EXPRESSLY IN LIEU OF ANY OTHER WARRANTY EXPRESSED OR IMPLIED, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR SUITABILITY FOR A PARTICULAR PURPOSE AND SELLER MAKES NO OTHER WARRANTIES, EXPRESSED OR IMPLIED.
10. Seller will attempt to fill orders as quickly as possible in the reasonable conduct of its business. Any proposed delivery dates shall be considered projections only. Delivery dates are not guaranteed.
11. Purchaser's EXCLUSIVE REMEDY on any claim for any loss or damage arising out of, connected with or resulting from any contract with Seller or from the performance or breach thereof, or from the design, manufacture, sale, delivery, failure or delay of delivery, resale, repair or use of any product covered by or under such contract, including but not limited to any claim for tortious breach, shall be the repair or replacement, F.O.B. mill as Seller may elect, of the product or portion of the product giving rise to the claim or to the payment to Purchaser of an amount not in excess of the purchase price of the materials. However, Seller's liability for such repair or replacement shall not exceed the contract price allocable to the product or the portion of the product which gives rise to the claim. SELLER SHALL UNDER NO CIRCUMSTANCES BE LIABLE FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES.
12. In addition to all other limitations stated herein, Seller shall not be responsible for any consequences, acts or omissions including but not limited to any failure or delay in performance due to acts of God, war, riot, embargoes, acts of civil or military authorities, government order or regulations, fires, floods, accidents, quarantine restrictions, mill conditions, strikes, differences with workmen, delays in transportation, shortage of cars fuel, labor or materials, or any circumstances or cause beyond the control of the Seller.
13. Purchaser shall be permitted to make inspections at Seller's mill during reasonable times which do not interfere with the normal operations of Seller's mill. In connection with such inspections, Purchaser's inspector shall be deemed the agent of Purchaser with authority to waive specified tests and details of test procedure and to accept products as conforming to the contract with respect to all characteristics of such products for which such inspection is made.
14. Title to products sold hereunder shall pass to Purchaser upon delivery to the carrier at the point of shipment. Neither Purchaser nor any consignee shall have the right to refuse delivery or to divert or reconsign such shipment to any destination other than specified in the bill of lading, without permission of the seller.
15. Although Seller shall use its reasonable efforts to comply with the Purchaser's request as to method of transportation, Seller reserves the right if such method of transportation is not reasonably available, to use an alternate method of transportation whether or not at a higher cost.
16. Variation in check weighing by the Purchaser up to 1 % is a permissible variation from invoiced weights to account for differences in kind, type, location of scales and possible errors of weighers. Weight variations over or under the permissible 1 % shall be called to Seller's attention immediately so that a check of weights may be made.
17. Receipt of any products delivered hereunder shall be considered an unqualified acceptance of any waiver by Purchaser of any and all claims with respect to such products unless Purchaser gives Seller notice of claim promptly. Should products arrive at Purchaser's destination in a damaged condition, or should a shortage be determined to exist, the damage or shortage should immediately be reported to the delivering carrier and to Seller. Seller shall not be liable for damage, shortages or other causes alleged to have occurred or existed at or prior to delivery to the carrier unless Purchaser shall have entered full details thereof on its receipt to the carrier. Purchaser shall protect and hold such products without further processing until Seller has an opportunity to inspect such product and advise Purchaser of the disposition, if any, to be made of same. No product shall be returned without first securing the authority of Seller.
18. 18. Waiver by Seller of any breach of an agreement shall not constitute a waiver of any other breach. Failure to exercise any right accruing through default of any Purchaser shall not effect or impair Seller's rights in case of any subsequent default by the Purchaser or any other Purchaser.
19. Seller shall not be responsible for the results of any technical advice rendered by Seller in connection with the design, installation or use of the products sold hereunder. Final approval for suitability of the product for the use or purpose intended lies solely with Purchaser.
20. Clerical and stenographic errors are subject to correction.
21. All questions arising in connection with these sales conditions or in connection with any order or the acceptance and acknowledgment thereof or the sale of goods covered thereby, shall be resolved in accordance with the laws of the State of Louisiana.
22. The remittance address is a bank box. The bank may not compromise any claim. Negotiation of your check is without prejudice. Any payment less than the full amount of this invoice shall not constitute payment if full without the written consent of Bayou Steel Corporation.