Terms & Conditions of Sale

This invoice and any Agreement, Order or Sale upon which this Invoice is based is expressly limited to and made conditional upon the terms and conditions herein, and any of the Buyer's terms, in addition to or different from those contained herein, whether added to this form or contained in any purchase order, acknowledgment or confirmation prepared by Buyer and sent to Action Stainless ("Action'), are hereby objected to and shall be of no effect. Buyer's ordering or accepting any goods or services referenced on the reverse side hereof or making payment under this Invoice shall be deemed acceptance of the Terms of Sale.

1.Payment.  All payments shall be in legal tender of the United States of America. In the event Buyer fails to make payment in lull within the time period set forth on this Invoice, or within the time period expressly agreed upon in writing by the parties, such failure to pay on time constitutes a material breach of contract by Buyer and permits Action to suspend further delivery under any contract between Buyer and Action. If Action has to take legal action or file an arbitration to collect any amounts due based hereunder, Buyer shall pay all court costs including reasonable attorney's fees incurred by Action in bringing and prosecuting such action.

2. Disputes. ALL COMMUNICATIONS CONCERNING DISPUTED DEBTS, INCLUDING AN INSTRUMENT TENDERED AS FULL SATISFACTION OF A DEBT, ARE TO BE SENT TO OLYMPIC STEEL, INC. ATTENTION CORPORATE CREDIT MANAGER AT 5096 RICHMOND ROAD BEDFORD HEIGHTS, OHIO 44146.

3. Prices. The prices set forth on this Invoice are not discountable unless expressly stated on the reverse side hereof.

4. Taxes. All prices are quoted exclusive of taxes. All taxes applicable to any order placed hereunder, including, but not limited to, Texas or other applicable sales or use taxes, are additional and to the extent legally permissible shall be paid by Buyer.

5. Shipping. All prices are f.o.b. Action’ facility referenced on the reverse side hereof. All freight and shipping costs shall be the responsibility of Buyer.

6. Finance Charge. A finance charge of the lesser of 1 ½% per month, 18% ANNUAL PERCENTAGE RATE, or the highest rate permitted by law, shall be charged on all amounts unpaid 30 days after the date of this Invoice.

7. Force Majeure. Action shall not be deemed to be in default of any of its obligations hereunder due to, any delays caused by acts of God, fires, floods, strikes, work stoppages, equipment failure, accidents, allocations, or other controls or regulations, of federal, state or local government, shortages of cars, fuels, materials or labor, permanent or temporary mill closing, or any other cause beyond its reasonable control.

8. Inspection and Claims. It is Buyer's obligation to inspect all goods upon receipt. All claims of any nature shall be barred unless notice thereof is given to Action at its address set forth on the reverse side hereof, in writing by certified or registered mail, postmarked within ten (10) days after receipt of the goods, and the goods relating to such claims are held intact and properly protected, unless instructed otherwise by Action, pending inspection by Action’ authorized inspector. FAILURE TO NOTIFY ACTION OF ANY NON-CONFORMANCE WITHIN 10 DAYS OF RECEIPT OF ANY GOODS SHALL CONSTITUTE ACCEPTANCE OF SUCH GOODS AND WAIVER OF ALL CLAIMS WITH RESPECT TO ANY NON-CONFORMANCE.

9. Transportation and Risk of Loss. Upon delivery to a common carrier or to Buyer or Buyer's agents or representatives of any material or goods sold hereunder, risk of loss or damage .to such material or goods shall pass to Buyer, and Action shall have no further liability therefor.

10. Buyer's Insolvency. Action shall have the unrestricted right to cancel, withhold or delay its performance or delivery hereunder in the event of the happening of any of the following or any other comparable events, in which event Action shall have no liability for any losses or damages claimed by Buyer: (i) Buyer's insolvency or commission of an act of bankruptcy; (ii) commencement of proceedings by, for or against Buyer under any law relating to bankruptcy or the relief of debtors; (ii) the appointment of a receiver or trustee for Buyer; (iv) the execution by Buyer of an assignment for the benefit of the creditors; and (v) the determination by Action, in its sole judgment, that Buyer's financial condition is such as to endanger its performance hereunder.

11. Limited Warranty. Action warrants that any goods delivered pursuant hereto comply with the written specifications set forth or referenced on the face hereof. All goods, including those produced to meet an exact specification, dimension, weight, or straightness are subject to the producer’s mill tolerances and variations in surface and internal conditions in respect to dimension, weight, straightness, section composition and mechanical or physical properties, and to normal variations in surface and internal conditions and in quality; to deviations from tolerance and variations consistent with practical testing and inspection methods; and to regular steel industry mill practice on over and under shipment. THE AFORESAID IS THE ONLY WARRANTY GIVEN BY ACTION. THERE ARE NO OTHER REPRESENTATIONS OR WARRANTIES GIVEN BY ACTION, EXPRESS, IMPLIED OR STATUTORY, THERE ARE NO WARRANTIES OF MECHANTABILITY OR FITNESS FOR USE THAT APPLY TO ANY GOODS SOLD HEREUNDER, WHICH WARRANTIES ARE HEREBY SPECIFICALLY EXCLUDED. BUYER WAIVES ANY RIGHT OR CLAIM TO CONTEST THAT THE AFORESAID WARRANTY FAILS OF ITS ESSENTIAL PURPOSE.

12. Limitation of Remedy. BUYER'S EXCLUSIVE REMEDIES WITH RESPECT TO ANY GOODS FURNISHED BY VENDOR HEREUNDER THAT ARE FOUND TO BE DEFECTIVE OR OTHERWISE NOT IN CONFORMITY WITH ANY WARRANTY OR THIS CONTRACT SHALL BE LIMITED TO, AT ACTION'S SOLE OPTION (A) REPLACEMENT OF ANY DEFECTIVE OR NON-CONFORMING GOODS, (B) A CREDIT TO BUYER'S ACCOUNT FOR SO MUCH OF THE PURCHASE PRICE AS RELATES TO ANY DEFECTIVE OR NON-CONFORIWNG GOODS OR (C) A REFUND TO BUYER OF THE PURCHASE PRICE FOR ANY DEFECTIVE OR NON-CONFORMING GOODS.

13. Limitation of Liability. ACTION’S LIABILITY WITH RESPECT TO ANY BREACH HEREUNDER OR RELATING TO ANY GOODS SOLD PURSUANT HERETO, SHALL.BE LIMITED TO THE AMOUNT PAID BY BUYER FOR ANY DEFECTIVE OR NON-CONFORMING GOODS. ACTION'S LIABILITY FOR ANY OTHER BREACH OF THIS CONTRACT SHALL BE LIMITED TO THE DIFFERENCE BETWEEN THE CONTRACT PRICE OF THE GOODS PURCHASED HEREUNDER AND THE LOWER OF THE MARKET PRICES OF SUCH GOODS AT ACTION'S FACILITY OR AT BUYER'S DESTINATION AT THE TIME OF THE BREACH. UNDER NO CIRCUMSTANCES SHALL ACTION BE LIABLE FOR ANY SPECIAL, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES OR FOR ANY CLAIMS FOR LOST PROFITS, EVEN IF ACTION HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES.

14. Complete Agreement. This instrument constitutes the entire and only agreement between the parties hereto and any negotiations, representations, affirmations of fact, and courses of prior dealings, promises or conditions in connection therewith if not expressly incorporated herein shall not be binding upon Action. No waiver, alteration or modification of any of the provisions hereof shall be binding unless in writing and signed by a specifically authorized representative of Action.

15. Arbitration. Any dispute arising between the parties hereto shall be resolved by arbitration in Cleveland, Ohio, in accordance with the Rules of the American Arbitration Association, and the award of the arbitrator(s) shall be final and binding upon the parties.

16. Limitation of Action. In no event may any claim by Buyer arising from or relating to any agreement, order or sale of any goods or services referenced herein be brought more than one year after the date of delivery or the date such claim arose, whichever shall be earlier.

17. Nonwaiver. No waiver or failure to enforce compliance with the terms hereof by Action shall constitute a waiver of Action's rights to insist upon strict compliance with the terms of this order thereafter.

18. Controlling Law. This invoice shall be deemed made in the State of Ohio. This Invoice and any dispute arising from the goods or services referenced herein shall be governed by the laws of the State of Ohio. It is specifically agreed that the United Nations Convention on Contracts for the International Sale of Goods shall not apply.

Headings. The headings used in this Agreement are solely for the convenience of the parties and shall have no force or effect upon the interpretation of any provision hereof.