PURCHASE ORDER TERMS AND CONDITIONS:
 
1. ENTIRE AGREEMENT. This Order, together with the applicable purchase or supply agreement executed in writing by both parties, if any (collectively, the “Purchase Agreement”), constitutes the entire agreement between Nucor Corporation (hereafter called "Nucor") and Seller. If Seller issues its own form of acknowledgment to this Order, such act shall constitute Seller's unqualified acceptance of this Order, and any different or additional terms and conditions contained in such acknowledgment are hereby objected to by Nucor and shall not in any way be incorporated into the agreement between the parties, unless specifically agreed to in writing by Nucor. Seller's commencement of performance hereunder with the consent of Nucor shall in all cases constitute Seller's unqualified acceptance of the Terms and Conditions herein.

2. DELIVERY. Unless otherwise specified on the face hereof, delivery of the goods shall be DDP (Incoterms 2010) Nucor plant. Title and risk of loss shall pass upon such delivery. Seller agrees to deliver the goods in the quantities, within the time, and in accordance with the specifications (and approved sample, if furnished) specified on the face hereof. Time is of the essence with respect to delivery. Any failure in this regard shall entitle Nucor, in addition to any other rights or remedies, to cancel the Order and be relieved of all liability to Seller. Nucor reserves the right to reject delivery made in advance of schedule unless Seller obtains prior written permission. Nucor's acceptance of any goods before or after the specified delivery date or otherwise shall not constitute a waiver of Nucor's right to cancel as to future deliveries. Seller may not make any allocations related to this Purchase Agreement without the consent of Nucor.

3. PRICE. Substitutions or changes in price shown hereon must have Nucor’s approval before delivery. If this Order is unpriced, it is agreed that the price is no higher than last quotation of billing or current market price, whichever is lower. This Order shall not be subject to any surcharges, extras or other additional charges not specifically stated on the face hereof. Any cash-discount period will begin with the later of receipt of the goods by Nucor or invoice date.

4. WARRANTY. Seller warrants that all goods delivered hereunder will conform to the specifications (and approved sample, if furnished); be of the quality, quantity, dimensions and description as specified in this Order; be fit for the particular purpose of Nucor; and be free from defects in material, design and workmanship, including latent defects. The foregoing warranties shall survive inspection, delivery and payment and shall not be deemed to be exclusive. Goods not in conformity with the foregoing warranties may, at Nucor's option, and in addition to any other rights or remedies, be returned to Seller at its expense for repair, replacement, credit or refund as Nucor may direct, or Nucor may retain the same and make an adjustment of price. Nucor shall be reimbursed by Seller for all expenses of handling, inspection and return of defective or nonconforming goods, and all incidental and consequential damages incurred as a result of the defective or nonconforming goods (including reasonable attorneys’ fees).

5. INSPECTION AND TESTS. Inspection and testing may be made by Nucor at any time or place before, during or after the goods are manufactured, as Nucor may direct. Neither Nucor's inspection of the goods nor its approval of drawings submitted by Seller shall relieve Seller from responsibility for errors or omissions in the drawings or defects or nonconformities in the goods.

6. INTELLECTUAL PROPERTY. Seller warrants that the goods furnished to Nucor under this Order and Nucor’ s use thereof shall be free of and not constitute infringement or misappropriation of any U.S. or foreign patent, copyright, trademark, trade secret or other proprietary right. Seller shall indemnify, defend and hold Nucor harmless, at Seller’s expense, from and against any claim, suit or proceeding brought against Nucor, its successors, assigns, customers or users based upon any allegation that the goods provided by Seller or Nucor’s use of them constitute infringement or misappropriation of any U.S. or foreign patent, copyright, trademark, trade secret or other proprietary right. Seller, after obtaining Nucor’s prior written approval to any applicable terms, may settle any such claim, suit or proceeding, provided that any such settlement may not impose any obligation or hardship on Nucor. Seller shall pay all damages, costs and expenses incurred by Nucor, its successors, assigns, customers or users as a result of such claim, suit or proceeding or in connection with the defense of any claim of infringement or misappropriation, including Nucor’s attorneys’ fees.

7. CHANGES. Nucor reserves the right to make subsequent written changes in the drawings, designs or specifications and in the date for delivery, as specified on the Purchase Agreement, except that no change shall accelerate the date of delivery hereunder without Seller's consent. If, by reason of any such changes, the cost of furnishing the goods shall be increased or decreased, the price stated on the Purchase Agreement shall be adjusted by the amount of such increase or decrease. If, by reason of any change in the drawings, designs or specifications, the time required for performance hereunder shall be increased, the time for delivery stated in the Purchase Agreement shall be adjusted accordingly. However, no such adjustment shall increase the price or accelerate the date of delivery, unless Seller gives Nucor written notice of its claim to an adjustment within 30 days of the date of Seller's receipt of Nucor's changes, and Nucor agrees to such adjustment in writing.

8. DESIGN, TOOLS, ETC. Any design, pattern, tool, die, jig, fixture, drawing, or test equipment furnished to Seller by Nucor in connection with the Purchase Agreement shall remain Nucor's property, to be returned to Nucor upon request, and shall not be used in the manufacture of any goods for third parties. Seller shall not copy or duplicate such items, and Seller agrees to treat such items as proprietary information of Nucor and shall not in any manner distribute or publish any information regarding the same without the prior written approval of Nucor. Seller acknowledges that it shall not have, nor will it assert, any mechanic's lien upon any such items, and Seller shall neither permit nor suffer any mechanic’s lien being placed on any such item. Whenever Seller shall have in its possession any property belonging to Nucor, Seller shall be deemed an insurer of all such property.

9. PACKING. Seller shall be responsible for safe and adequate packing of the goods. No charge will be made by Seller for packing, boxing or cartage unless fully and separately itemized on the face hereof. Any damage to any goods not packed to insure proper protection shall be charged to Seller.

10. COMPLIANCE WITH LAWS. Seller represents and warrants that the goods to be supplied hereunder have been or will be manufactured and sold in complete and strict compliance with all applicable federal, state and local laws and all pertinent regulations and orders of such governments, or departments, branches or agencies thereof; and Seller covenants to save and hold Nucor harmless of and from, and to reimburse it for, all costs, damages and expenses (including attorneys’ fees) sustained by Nucor, directly or indirectly, through any failure of Seller to comply fully with such laws, regulations or orders. Nucor will not accept delivery of any hazardous material without prior review of a Material Safety Data Sheet (“MSDS”) specifying all ingredients. Seller will be responsible for all demurrage and shipping cost incurred due to Seller’s failure to provide complying MSDS. All MSDSs must be forwarded to Nucor’s Purchasing Department prior to shipment with reference to Purchase Order Number. All MSDSs must indicate ingredient(s) listed on any of the following lists: Hazardous Air Pollutants in the Clean Air Act Section 112(b)(1), Ozone Depleting Chemicals in 40 CFR 82, or SARA Section 313 Chemicals in 40 CFR 302. Materials containing an ozone-depleting chemical will not be accepted without specific prior approval by the Director of Purchasing. Upon acceptance of this Order, Seller certifies that the goods purchased are produced in compliance with and will conform to all applicable current requirements of OSHA, EPA, FLSA, and any other applicable law or regulation. The provisions of the Equal Opportunity Clause of Executive Order 11246 and 11375 and Public Laws 503 and 2012 are herein incorporated by reference. If this Order covers the performance of labor for Nucor, Seller agrees to require its employees to comply with all safety and health regulations and company safety practices applicable to their conduct.

11. DEFAULT, INSOLVENCY, ETC. If Seller shall default in any respect or become insolvent or if a petition in bankruptcy or insolvency is filed by or against Seller under State or Federal law, Nucor reserves the right to terminate and cancel the Purchase Agreement or any portion of this Order that is incomplete at the time of the aforementioned act or acts.

12. GOVERNING LAW AND JURISDICTION. This agreement shall be governed by and construed in accordance with the laws of the State of Indiana (the “State”) without giving effect to the State’s choice-of-law rules that may require the application of the laws of another jurisdiction. Seller, acting for itself and its successors and assigns, hereby expressly and irrevocably consents to the jurisdiction of the state and federal courts of the State for any litigation which may arise out of or be related to this agreement. Seller waives any objection based on forum non conveniens or any objection to venue of any such action.

13. MISCELLANEOUS. A waiver by Nucor of any breach by Seller of any provision shall not be construed as a waiver of any other breach of such provision or of any other provision of the Purchase Agreement. Nucor may at any time insist upon strict observance of any or all conditions as stated herein, notwithstanding any previous custom, practice, or course of dealing to the contrary. Seller shall not assign or sublet the work to be done hereunder without the prior written consent of Nucor. Nucor may at any time set off any amounts due from Seller to Nucor against any amounts which may be due or owing from Nucor to Seller under this Purchase Agreement. Seller acknowledges receipt of and compliance with the Nucor Corporation Supplier Code of Conduct.

 
CHAR2\593275v8 Rev. 11/12/12