MATRIX METALS LLC - KEOKUK STEEL CASTINGS - TERMS AND CONDITIONS

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1. ENTIRE AGREEMENT. This Purchase Order forms the com sic te contract between the Purchaser and Seller. This Purchase Order and any documents referred to herein supersede any and a ll prior understandings fractions and , ,

communications, whether oral or written, with resoect to t*ie matters referred to herein No modification alteration or amendment of this Purchase Order shai! be blading upon Purcheser unless )n writing and signed .by Purchaser's
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&i ;thori?ed representative.

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2 ACKNOWLEDGMENT. This Purchase Order becomes a contract (1) when formal written acknowledgmeni Is received by Purchaser fro rr- Seller; or (2} if Seller falls, for a period often (JO) business days after receipt of this Purchase
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Order, to object to any terms that appear in the Purchase Order except as provided in the preceding sentence, it is a condition or this Purchase Order that any provisions printed or otherwise contained in any acknowledgment hereof,
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!he provisions of whicfi are inconsistent with or In addition to the terms and conditions terein contained and any alteration ;p this Purchase Order s.haN have no force or effect, and that the Seller by such acknowledgment thereby agrees
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that any such provisions therein In ar,y such alteration of this Purchase Order shall not constitute any part of this contract of purcha.se and sale.
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3 PAQONC-j -SLIPS, INVOICES. A Packing Slip bearing a complete and accurate record of the shipment including the number of the Purchase Order to which )t applies, is required with each .shipment. Invoices must show shipping route,
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quantity, orices, number of packages and serial numbers and reference the Purchase Order to which shipment applies
4 WARRANTY, in addition to alt warranties provided lay law Seiicr warrants that all materials, goods and work furnished by it on this Purchase Order shah be free from any and ail defects In material, manufacturing design arid/o/
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workmanship, latent or otherwise, shai! be fit and sufficient (if not the Purchaser's design) for ordinary purposes, shall be of good and merchantable quality and shall conform to blueprints, specifications samples, and other descnotions ,

furnfehed wilh Ihis Purchase Order or as subsequently changed by Purchaser. This warranty shail run to the Purchaser its assigns, successors, Its customers and tne user of the final product and shall survive inspection and acceptance by
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Purchaser. Seller agrees to indemnify and save Purchaser its customers and user of the final product, harmless with respect to all losses, costs, Purchaser's attorney's fees, expenses and damages, including, but not limited to, persona;
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injury property damages, consequential damages, incurred or asserted as a consequence of any breach in this warranty or In any way connected with Seller's goods. Seller also warrants that it is conveying good title to Purchaser free
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from any liens and encumbrances and no person has any rightful ciajm of infringement or violation of proprietary rights w>th respect to the goods Purchaser's inspection, approval, acceptance use of or payment for ail or any part of the ,

goods Shall In no way affect its warranty rights whether or not a breach or warranty is evident at the time.
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APPROVAL, RETURN OF GOODS Ail materials, goods arid work shall be subject to Purchaser's inspection and aoproval (or rejection), despite any prior payment. Goods, both ir? auantity and quality, shali not be
substituted without Purchaser s prior written authority. Upon discovery by Purchaser of any ron-conformity Purchase' shai have the right in whole or pa-t to: (1) reject delivery, jn part or as a whoie, of the materials; or, if they have
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seen accepted to return them to the Se.1ler, recover all freight, storage o<- handling or other expense incurred by Purcha
, r and be relieved of any payment for the purchase price thereof, or, if payment has been made, to recover the
purchase price so paja plus ail freight, storage, handling or other expense incurred by Purchaser; (2) recover ail expenses incurred in reworking the material in an attempt to make It acceptable; (3} cancel the balance of the purchase
Order; {4} recover ar;v consequential or incidental costs incurred by Purchaser including any attempt to cover for Seller's failure to perform. Purchaser's rights as set forth in this paragraph shail not be construed to limit or affect any other
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rights which Purchaser may have at law equity or under tne terms of Seller s warranty herein. Seller shall bear a!i risk of loss or dam-age to goods after purchaser s written notice to Seller of rejection or cancelation of any part of this
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Purchase Order. Further, Purchaser accepts no responsibility for goods or materials shipped in excess of the quantities specified hereto, (Including a ny of Seller s raw materials supplies, costs or expenses) and any such excess may at
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Purchaser's option ce returned at Seller's expen se Seller s hall bear a II risk of loss or damage to returned excess goods upon Purchaser's written notice to Seller of return Purchaser or their designees reserve the right upon reasonable
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noWee to access !he Sellers faculty tor the purpose of ensuring the Seller ."s complying with ail aspects of this purchase order, which shall include but is not limited to delivery and quality.
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PRICE, TERMS 0? PAYMENT SET-OFF. All prices are firm. To the extent Selier offers similar goods and/or service to other customers, at a lower price, Seller shall notify Purchaser a ,nd offer such price reduction to Purchaser, if price is
omitted both Purchaser and Selier agree that the goods sha<i be billed at the price ?ast quoted or paid, or the prevailing market price, whichever is lower. The date of payment shall be computed from the date of Purchaser's rece.pt of an
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acceptable invoice or Purchaser s receipt of the products with all required documents wnichever is later per the terms on the purchase order. Purchaser snail be entitled at all times to set-off any amount due and owing at any time from
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>e!ler or any of its affiliated companies against any amount payable to Seller at anytime by purchaser ir. connection wfth this Purchase Order. Purchaser rejects any and all late pavment fees.
7 . DEI.IVfi.HY. purchaser requires One Hundred Percent (100%) on-time deliveries, and therefore, Time Is of the ESSENCE. Delivery must be made in accordance with the date or dates specified in this Purchase Order, if goods, .materials
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or services are not delivered by the specified date, Purchaser shai) have the option of purchasing elsewhere and charging Seller with any ioss resulting therefrom and/or of canceling tne Purchase Order or any part thereof at no cost to
Purchaser. Jf materials are shipped so as to arrive more than two weeks fn advance of the specified delivery date Purchaser may at its option; either returns such materials to Seller at Seller's r?sk of loss and expense or charge Seller a
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reasonable storage charge. Purchaser may from ttme to time change delivery dates or direct temporary suspension of shipments. Purchaser shall not be liable for delay In acceptance due to causes beyond the control and without the ,

fault c* negligence of the Purchaser its employees, agents and subcontractors.

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8 TRANSFORATION AND PACKING. Unless otherwise specified on the face of this Purchase Order, all sales are OOP destination. Seller shall be responsible and bear all risk of loss or damage untP accepted by purchaser. All goods or
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materials shail be suitably packed or otherwise prepared for shipment to protect the same fully during transportation to secure the ,owest transportation costs. All goods or materials shall be forwarded In accordance with Purchaser's
instructions. Excess transportation costs otherwise incurred w,sl be charged-back to Seller's account. When usual terms of tariffs do not incJude insurance shipments must be forwarded proDeriy insured to the= r full sales price
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hereunder. No charge snail be made for packing insurance boxing, storage or drayage unless previously authorized by Purchaser In writing.
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PATENTS AND TRADEMARKS. Selier agrees to hold harmless anj indemnify Purchaser and/or its customer(s), and their respective successors and assigns against any and ali claims, damages, losses, costs, fees, expenses, including
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attorney s fees, arising or stemming from patents and trademarks, and ail royalties in connection therewith arising or stemming fjorr, purchases and use by Purchaser and/or ,=ts customer(s) and ass;gns of the subject matter of this
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.Purchase .
Order. Purchaser reserves the right to control any such suit or proceedings and may be represented by its own counsel in any such suit or proceedings f it so desires at the cost of Seller.
10. CONPiDEMttAS, OR PROPRIETARY INFORMATION. Any knowledge or information which Seller shai' have revealed or disclosed or may hereafter disclose to Purchaser and which in any way related to the goods or services covered by ,

this Purchase Order, shall not he deemed to be confidential or proprietary information unless such confidential status Is reduced to writing and is conspicuously marked "Privileged and Confidential" upon disclosure
11. PURCHASER'S PROPERTY, All technfca! information, including but not limited to, dies, special fixtures, Jigs, patterns, plated, molds, or other tools ar-d ail specification, drawings, samples and other descriptions furnished or paid for,
either directly or indirectly by Purchaser, unless expressly stared on Purchase Order-to the contrary, are to be: (1) kept confidential and shaft not be used to compete, directly or indirectly, with Matrix Metals LLC In the supply,
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manufacture, saie or distribution of goods, (2) Purchaser s property, (3) used only in the performance of Purchase Orders from Purchaser, (4) delivered together with all copies thereof, to Purchaser on demand, (5) maintained in first class
operative condition and repaired or replaced as may be necessary by Seller In whose possession ihey ar<a at its expense and (6) disposed of oniy upon prior written instructions from Purchaser. The Seller also agrees at Its own expense to
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Insure to their fui! value against theft, loss or cram-age by fire or other event all of the above items 5n Seller's custody. Seller shah on request by Purchaser, deliver to Purchaser a certificate of insure, satisfactory to Purchaser Failure to do
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so shai" not be deemed a waiver of Seller,s liability to Purchaser for the fuli vafue of such Items In thie event of loss or damage for any reason whatsoever shall be plainly marked or otherwise adequately identified by Seiler as "Property of
Matrix Metals LLC." and shali be safely stored separate and apart from Seller's property. Seller shall net substitute any property for Purchaser's property.
12- WORK ON PREMISES OTHR. THAN SELLER if !n the performance of this Purchase Order, the Seller or any of its agents, employees, or subcontractors is required to enter upon any premises other than premises owned or occupied by
any such person the Seller agrees to: (a) comoly with ail iaws, rules, regulations, ordinances, and Purchase Creeps applicable to all work done hereunder, (b) protect such premises from ail mechanic's and material-men's hens, (c) take ail
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reasonable precautions prescribed by any person n charge o+ any part of such premises with respect to the protection of such premises and ali property and persons thereon or in the vicinity thereof (d) prevent any fire hazard and
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comply with all safety rules (e) procure and maintain proper workmen's compensation insurance covering all employees engaged in the performance of work hereunder and public liability and property damage insurance in amount of
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forms satisfactory to the Purchaser to cover any liability incurred in connection therewith (f) require each of its agents, emp.oyees and subcontractors, entering upon such premises to agree to and to compjy with all of the foregoing, and
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(g) indemnify and save the Purchaser, Its officers, employees, agents and customers, and any other person having rights In said premises or being on or about said premises from all fines, penalties, judgments, costs, losses, expenses,
damages, clajms, sufts, or Mabjllt'es, Including consequential damages, resulting from injury, including death, to Dersons or property arising from or In any manner growing out of the performance of the work provided for in this Purchase
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Order whether or riot such fines penalties, costs, iosses, expenses, damages, claims, suits or liabilities are bases in whole or in part upon the Purchaser s alleged negligence or participation in the wrong.
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13. WORK ON PURCHASER'S PREMISES. Where Selier performs service on Purchaser's premises Seller agrees to furnish to Purchaser satisfactory evidence of compliance with all laws and regulations, Including spec?ficaiiy ail taxes on
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payroll or contributions on account of social security, unemployment Insurance and Federal or State workmen's compensation. Seller will furnish a Proof of Insurance form directly from their current insurance company Seller further
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agrees to indemnify and save harmless Purchaser and/or its affiliates against any claim suit or demand and all costs, damages or expanses Incident arising out of Seller s failure to pay or secure such compensation, taxes or contributions
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srs arming cut of the performance of the work or In connection therewith, or pertaining thereto.
1<5 CANCELLATION TERMINATION The Purchases. has the right to terminate this Purchase Order in whole or in part by written communication, in the event of cancellation of all or parr of this Purchase Order the Seiler shaii give the
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Purchaser written notification of all goods in progress and on order which wpII be affected as a result of this cancellation. The Purchaser will be responsible to pay cancellation charges to the Seller in the amount not to be greater than
direct out-of-pocket costs incurred by the Seller while fulfilling the requirements of this Purchase Order excepting therefrom any materials or goods which can be utilized for any other purpose by the Selier. Documentation must be
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provided to substantiate all cancellation claims. Liability for said cancellation charges sha!) not extend to damages including consequential and incidental and/or collection costs. Further, if Seller ceases to conduct its operations In the
norma; course of business (including 'inability co meet its obligation as they mature) or if any proceeding unde.'the bankruptcy or insolvency laws is brought by or against Seller, or a receiver for Seller is appointed or applied for or an
assignment tor the benefit or creditors is made by Seller Purchaser may at Its option immediate.lv terminate the Purchase Order without liability except for deliveries previously made or for goods covered by the Purchase Order then
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completed and subsequently deljvered in accordance with the terms of the Purchase Order .

1 5 FORCE MAJjEURI* Should either the Purchaser or the Seiler be precluded from or decayed in performing .its obligations hereunder by reasons of acts of God, floods, strikes, lock-out, or any other causes beyond its control, then such
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party shah be entitled to an extension of time, equivalent to the delay, for the performance of Its ohiigatiens, provided that such delay does not cause undue hardship to the other party. In the event that either >s precluded from or
delayed In the performance of its obligations to an extent thart any extension of time for performance would cause damage to the other party, the other party may cancel this order without further recourse
IB. NON ASSIGNMENT/NO DHU-GATION OF PERFORMANCE. No delegation of duty or assignment of right shall occur without prior written consent from Purchase,", No delegation or assignment, whether by subcontract or otherwise,
shafj relieve Seller of the resporsjbiiltyfor full performance unless consented to ,n writing by Purchaser.
17. CHOICE. OF LAW. The terms, conditions, rights and duties of the parties hereto shall be determined by the internal laws (as opposed to conflicts of law provisions) of the State of Iowa.
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18, COMPLIANCE WITH LAWS. Selier warrants that all work contemplated hereunder shall be performed in strict conformity with Federal State and local laws and ordinances, and all iawfu i regulations of any public authority including
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but not limited to the Walsh-Heatey Act, the Occupational Safetv and Health Act or 1970 as amended, and the Fair Labor Standards Act of 1S38, as amended. Seller agrees, upon request, to furnish Purchaser a certificate or compliance
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with any or all such =aws in such form as Purchaser may require. By acceptance of this Purchase Order Selier represents that to the best of its knowledge and belief, the prices charged hereunder are noi in excess of the prices permitted
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by any or all applicable governmental price regulations, and are not in excess of the Seller's current selling prices of the same or substantially similar Items taking into account the quantities so soid and agrees that ir, the event It is ,

subsequently determined that the prices charges herein are in excess of such prices such excess will be refunded to Purchaser. ,

19 RENEGOTATION AND PROCURMcNT REGULATIONS, -it is understood and agreed that 5f any of the commodities or services itemized herewith are wholly or partially to be used for any governmental contract or subcontract this ,

Purchase Order wlH be subject to renegotiation pursuant to the applicable laws, rules and regulations, whether heretofore or hereafter enacted or adopted and to ail appiicaoie provisions of the Armed Services Procurement Regulations
!n effect at the date hereof and all applicable requirements thereof are herby incorporated herein by reference,
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20. fc*OUAL OPPORTUNITY AND AFFIRMATIVE ACTION Section 202 of Executive Order H246 as amended, and the Affirmative Act,Jon clauses and regulations of Section S03 of the Rehabilitation Act of 1973 and Section 402 of the Vietnam
Era Veterans Readjustment Assistant Act of 1974 are incorporated by reference and made a part hereof Sefler agrees upon request to furnish Purchaser a Certificate of Compliance with such Executive Orders in such form as Purchaser
rne-y require. Selier represents that it is in fuli compliance with all applicable federal/state and iocal Vaws and regulations governing employment and discrimination.
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, ENVIRONMENTAL COMPLIANCE. Seiler warrants that ?t is in full compliance with all aoolicable environmental laws and that each and every chemica? substance furnished pursuant to this Purchase Order (or any subsequent
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modification renewal or revision hereof) is, at the tsme of sa.e, transferor delivery or. the l.-st of chemica) substances published by the U.S.E.P.A. pursuant to the Toxic Substances Control Act or applicable environmental laws, and,s
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otherwise manufactured, furnished, transferred or delivered >n compliance with ai! appRcabie provision of such act. Further, Seller warrants that all goods furnished pursuant to this Purchase Order (or any subsequent modification,
renewal, or revision) is, at time of sale, transfer, or oei-very free from any radioactivity and does not contain any radioactive substances or particles. Seiler further warrants that Selier shall indemnify Purchaserfor any actual,
consequential, incidental, or punitive damages caused by radioactive products sold supplied, or delivered to the Purchaser by the Seiler.
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22 WAIVER Purchaser's failure at any time to require strict performance by Seiler of any provision of this Purchase Order, shall not waive compliance with other requirements nor shall it waive Purchaser,s right to demand strict
compliance with the terms of tfws Purchase Order
23, US C-TPAT. Seller agrees to develop and implement, within a framework consistent with the Customs Trade Partnership Against Terrorism (C-TPAT) recommendations/guidelines, a verifiable, documented program to enhance security
procedures throughout its supply chain process Where Seller does not exercise control of a production facility, transportation or distribution entity, or process in the supply chain, Selier agrees to communicate the C-TPAT
recommendations/guidelines to Its suppliers and transportation/distribution service providers and where practical, condition its relationships to those entities on the acceptance and implementation of the C-TPAT
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recommendations/guidelines.
?A. ADVERTISING. Seller agrees not to release any advertising material mentioning the Purchaser or quoting "the opinion of any of the Purchaser's employees or otherwise, unless such material and release have received prior approval by
the Purchaser