The terms and conditions set forth below and on inMetal quotations and order acknowledgments shall constitute the entire agreement between Industrial Metal Products Co., Inc. (“inMetal”) and the party whose name appears on a purchase order (the “Customer”), superseding any and all oral and written terms, conditions, representations or understandings between the parties. THERE ARE NO PROVISIONS WITH RESPECT TO THIS AGREEMENT WHICH ARE NOT SPECIFIED HEREIN, AND THIS AGREEMENT SHALL ONLY BE MODIFIED IN WRITING SIGNED BY BOTH INMETAL AND CUSTOMER.

1. Payment in full is due thirty (30) days from the date of delivery unless otherwise specified herein. The method of payment shall be in a form acceptable to inMetal. No discount, rebate, trade-in or modification, except as specifically provided herein, shall be allowed. Customer agrees to pay a delinquency charge of 1.5% per month on outstanding balances not paid when due. Any installment of goods, whether under a single contract or separate contracts, is to be paid for within the time specified above. All payments are to be made by the due date as a condition precedent to future deliveries. If, in the judgment of inMetal, the financial condition of Customer does not justify the foregoing terms of payment, inMetal reserves the right to require payment before shipment or delivery. If shipment is delayed by Customer, payments become due from the date the merchandise is ready for shipment, or when inMetal would have been prepared to make shipment except for delays caused or requested by Customer. The time for payment specified herein is of the essence of this agreement.

2. Delivery terms are at the sole discretion of inMetal. Unless explicitly stated to the contrary, inMetal will ship goods F.O.B. inMetal‘s facility in Sharon, Massachusetts. CUSTOMER ASSUMES ANY AND ALL RISK OF LOSS DURING SHIPMENT. All shipping dates are approximate, not a guaranty of a particular day of delivery. InMetal shall not be liable for failure or delay in shipping goods hereunder for any reason. InMetal shall decide all details relating to the manner of shipment. Delivery shall be made at Customer‘s expense to the place of delivery specified in writing by Customer. Alternatively, inMetal may elect, in its sole discretion, to include shipping charges in the invoice price for the goods. InMetal reserves the right to make delivery in severable lots, and all such lots shall be separately invoiced and paid for when due, without regard to subsequent deliveries. Delay in delivery of any lot shall not relieve Customer of its obligations to accept remaining deliveries.

3. Sales, use, excise or similar taxes whether federal, state or local and any such taxes applicable to the sale of the goods referred to herein shall be paid by Customer.

4. INMETAL MAKES NO WARRANTIES, EITHER EXPRESS OR IMPLIED, AND THERE IS NO WARRANTY OF MERCHANTABILITY OR FITNESS FOR ANY PURPOSE. If any of the goods are determined by inMetal to be defective, such goods will, at inMetal‘s option, be replaced or repaired at inMetal‘s cost. Customer‘s sole and exclusive remedy against inMetal shall be for the repair or replacement of defective goods as provided herein. NO AFFIRMATION OF INMETAL OR INMETAL‘S AGENTS, BY WORDS OR ACTION, OTHER THAN AS SET FORTH IN THIS SECTION SHALL CONSTITUTE A WARRANTY. IN NO EVENT SHALL INMETAL BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL OR OTHER INDIRECT DAMAGES.

5. Upon Customer‘s receipt of shipment, Customer shall immediately inspect the goods. Unless Customer provides inMetal with written notice at inMetal‘s facility in Sharon, Massachusetts of any defects or complaint whatsoever within ten (10) days after receipt of shipment, such goods shall be deemed finally inspected, checked and accepted by Customer. Returns shall include a notice of rejection stating each particular defect which is the basis of the rejection. Failure to so notify shall constitute a waiver of such condition as may be objectionable to Customer. Permission must be secured from inMetal before returning goods, and returns must be made in accordance with inMetal‘s instructions.

6. All orders and shipments shall at all times be subject to the approval of inMetal‘s Credit Department. InMetal reserves the right to decline to make shipment whenever, for any reason, there is doubt as to Customer‘s financial ability and inMetal shall not in such event be liable for breach of performance of the contract in whole or in part.

7. This contract shall be subject to, governed by and construed according to the laws of the Commonwealth of Massachusetts. The parties hereby agree that inMetal shall have the right to submit any dispute arising out of this agreement to the American Arbitration Association (”AAA“) to be resolved in accordance with the AAA‘s rules of commercial arbitration. The parties further agree that any such arbitration shall be conducted in Boston, Massachusetts. In the event inMetal incurs any attorney‘s fees and costs whatsoever in collecting any payments due from Customer under this agreement, the parties hereby agree that Customer will indemnify inMetal for all such fees and costs.

8. No delay or omission by inMetal in exercising any right under these terms and conditions shall operate as a waiver of that or any other right. A waiver or consent given by inMetal on any one occasion shall be effective only in that instance and shall not be construed as a bar or waiver of any right on any other occasion.