TERMS AND CONDITIONS OF SALE

1. PAYMENTS: Payments shall be made in legal tender of the United States of America. Buyer shall make such arrangements for payments as Seller shall from time to time reasonably require and Seller may suspend production, shipment or delivery until such arrangements are made. In the event Buyer fails to make payment in full within the time period set forth on the invoice or within the time period expressly agreed upon by the parties, such failure to pay on time constitutes a material breach of contract by Buyer permitting Seller to suspend production, shipment or delivery under this or any other contract between Buyer and Seller, and Buyer shall pay to Seller interest on the unpaid amount at the rate of twenty-four percent (24%) per annum and Seller shall, in addition, have all other remedies permitted to Seller by law, equity and/or agreement. lf Seller takes legal action to collect any amount due hereunder, Buyer shall pay all court costs plus reasonable attorney's fees incurred by Seller in bringing and prosecuting such legal action.

2. TAXES: To the extend legally permissible, all present and future taxes imposed by any Federal, state, foreign or local authority which Seller may be required to pay or collect on account of this transaction, upon or with reference to the sale, purchase, transportation, delivery, storage, use or consumption of goods or services, including taxes upon or measured by the receipts therefrom (excepting income and equity franchise taxes), shall be for Buyer's account.

3. TITLE: INCIDENTAL TRANSPORTATION AND STORAGE CHARGES: Unless otherwise agreed, title to goods and risk of loss shall pass to Buyer upon tender of delivery at the F.O.B. point specified. Any charges at destination for spotting, switching, handling, storage and other ancillary services, and demurrage, shall be for Buyer’s account. Seller shall have the right to assess a storage and handling charge for goods left in Seller's possession after notification to Buyer that the goods are available to ship.

4. TIME OF SHIPMENT AND SHIPPING: Time is not of the essence hereunder. Each shipment is to be considered a separate sale. Seller reserves the right to ship all or any part of goods from any shipping point of Seller other than the shipping point or points specified herein.

5. SPECIFICATIONS / VARIATIONS / RETURNS: The goods furnished hereunder shall be furnished in accordance with the parties' agreement subject only to variations consistent with good practice. Seller is selling commercial quality fasteners/studs with no representation of conformance to governmental or other specifications unless otherwise specifically stated. Seller shall also deliver its suppliers' chemical and physical paperwork without representation on the part of Seller as to its accuracy. Seller reserves the right to overship and undership by ten percent (10%). Claims for error or shortage must be made within five (5) days of the receipt of invoice and the parties agree such period is a reasonable time within which to make such claims. No part of any order shall be returned without the prior approval of Seller. No part of any order may be returned and must be accepted if altered by Buyer in any manner. All return shipments must be made in original delivered containers and effected in the most economical manner.

6. FORCE MAJEURE: ALLOCATION OF PRODUCTION: ln the event either party's performance is delayed or made impossible or commercially impracticable due to causes such as fire, explosion, strike or other difference with workers, shortage of energy sources, facility, material or labor, delay in or lack of transportation, temporary or permanent plant shutdown, breakdown or accident, compliance with or other action taken to carry out the intent of purpose of any law, regulation, or other requirement of any governmental authority, or any other cause beyond that party's reasonable control, that party shall have such additional time within which to perform as may be reasonably necessary under the circumstances. However, the obligation of Buyer to pay for goods delivered or ready to be delivered is never suspended. In addition, if due to force majeure or any other cause, Seller is unable to supply or
produce sufficient goods to meet all demands from customers and internal uses, Seller shafl have the right to allocate supply or production among its customers in any manner in which Seller may determine to be equitable.

7. WARRANTY: DISCLAIMERS: FOR A PERIOD OF ONE YEAR ONLY, SELLER WARRANTS THAT THE
GOODS FURNISHED HEREUNDER WILL BE DELIVERED IN ACCORDANCE WITH THE SPECIFICATIONS SET FORTH ON THE FACE HEREOF OR PURSUANT TO THE PARTIES' AGREEMENT. HOWEVER. NO WARRANTY OF MERCHANTABILITY OR OF FITNESS FOR ANY PARTICULAR PURPOSE NOR ANY OTHER REPRESENTATION OR WARRANTY. WHETHER EXPRESS OR IMPLIED. IS MADE RESPECTING SAID GOODS. OR THE PRODUCTION THEREOF AND THERE ARE NO WARRANTIES WHICH EXTEND BEYOND THIS PARAGRAPH.

8. LIMITATION OF REMEDIES: For a period of one year Seller will replace, at the delivery point specified herein, any goods furnished hereunder that are found to be defective or otherwise fail to conform with any warranty under this agreement, or, at Seller's option, Seller will repay the price paid for such goods, plus any transportation charges paid by Buyer in addition to such price. Claims must be made promptly following delivery of the goods to Buyer and Seller must be given a reasonable opportunity to investigate and cure any alleged nonconformance. Buyer's exclusive remedy with respect to any goods furnished by Seller hereunder that are found to be defective or otherwise not in conformity with any warranty or agreement shall be limited exclusively to the right to replacement thereof or to repayment of the price as above provided. Seller's liability for any other breach of agreement shall be
limited to the difference between the delivered price of the goods covered hereby and the market price of such goods at Buyer's destination at the time of such breach. lN NO EVENT SHALL SELLER BE
LIABLE FOR PERSONAL INJURY, PROPERTY DAMAGE, LOSS OF PROFIT, DELAY, OR ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES WHETHER ARISING FROM CONTRACT, BREACH OF CONTRACT, TORT, SELLER'S NEGLIGENCE, STRICT LIABILITY, OR ANY EXPRESS OR IMPLIED WARRANTY, INCLUDTNG, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY OF FITNESS FOR A PARTICULAR PURPOSE.

9. EXCLUSIVE TERMS AND CONDITIONS: ACCEPTANCE: MODIFICATION: No terms or conditions other than those stated herein and no agreement or understanding oral or written, in any way purporting to modify these terms and conditions, shall be binding on Seller unless hereafter made in writing, specifically stating that it is a modification of these terms and conditions, and signed by Seller's authorized representative. lf these conditions and this form constitute Seller's acceptance of Buyer's order, then this acceptance is expressly made conditional on Buyer's assent to these conditions as the only conditions for this sale. Acceptance of the products sold hereunder by Buyer shall constitute assent to these conditions and Seller hereby objects to and rejects any and all additional or different terms proposed by Buyer, whether contained in Buyer's purchase order or shipping release forms or
elsewhere. All proposals, negotiations and representations, if any, made prior and with reference hereto are merged herein.

10. WAIVER: Waiver by Seller of any breach of these provisions shall not be construed as a waiver of any other breach.

11. ASSIGNMENT: Buyer may not assign its rights or obligations hereunder without the prior written consent of
Seller.

12. CONDITIONS INCORPORATED BY REFERENCE: Any clause required to be included in an agreement of this type by any applicable law or administrative regulation having the effect of law shall be deemed to be incorporated herein.

13. GOVERNING LAW: The rights of the parties hereto and the construction and effect of this Agreement shall be governed by the laws of the State of Ohio. Any legal action pertaining to the parties' agreement or delivery of goods hereunder shall be brought in the courts of Lorain County, Ohio and the parties hereto irrevocably consent to and submit themselves to the exclusive jurisdiction and venue of such courts.