TERMS AND CONDITIONS TAMWORTH STEEL STOCKHOLDERS (Incorporating:

Camp Steel Company:

Worcestershire

OF SALE LIMITED

Steels Company:

Witney Steel Stock Company)

1. GENERAL AND DEFINITIONS The following conditions shall ap'ply so far as the same are not varied by any special terms or conditions agreed in writing between the parties. No variation of this Contract or these conditions will liecome binding unless and until they are confirmed in writing by the Company and any provision of the Customer's order or condition of purchase which may be inconsistenrwith these conditions shall be of no effect: 'Customer' means any plJrson firm or company who accepts a quotation of the Company for the sale of the Goods or whose order for the Goods is accepted the Company and any reference to Customer Includes the successors and assigns of the Customer sUbject to the provisions of Clause 8.

by

'Goods' means the goods Oncluding any instalment of the goods or any part or parts of them) which the company is to supply in accordance with these conditions. 'Products' means any other goods for or in the manufacture of whicti the goods are used as material and which are identifiable as being wholly made from the Goods and not from any other materials. 'The Company' means Tamworth Steel Stockholders Limited who are to supply the Goods or any other person specified Stockholders Umited; reference to the Company includes the successors ana assigns of the Company.

2. QUOTATIONS

as the Company

by Tamworth

Steel

AND TENDERS

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a) No order placed in response to the Company's quotation will be binding unless and until formally acknowledged by the Company in writing. b) Ten~er~ submitted by the Company shall remain open for acceptance lor a period of thirty days from the dale of the tender unless in the tender such other penod IS specified or accepted by the Company. (c) No order which has been accepted by the Company may be cancelled by the Customer except with the ent in writing of the Company and on terms that the Customer shall indemnify the Company in full against all loss (incruding loss of profit) costs (inclu t e cost of administration transportation .and all labour and materials used) consequential damages charges and expenses incurred by the Company as a r ult of cancellation. Any goods returned without the Company's consent Will not be accepted for credit.

3. PRICES (a) The price stated in the contract is based on the cost to the Company of materials fuel and power transport and labour at the date of acceptance of the order or quotation \whichever is earlier). If at the date of despatch of the goods from the Company's premises or the manufacturer's premises there has been any increase in al or any of such costs the price payable for the goods may at the request of the Company be increased accordingly. (b) Wh~re the price fo~ the goods is varied In accoraance with thiS condition the price as varied shall be binding on both parties ana shall not give either party any option of cancellation. (c) There shall be added to the price for the goods any value added tax and any other tax or duty relating to the manufacture transportation sale or delivery of the goods (whetrer initi!'lily charged on or payable by the Company or the Customer) and (where appropriate) the freight and other charges as specified in the relevant carnage tanff current at the date of despatch.

4. TERMS OF PAYMENT (a) Prices 9 net. Subject to credit being approved and unless otherwise expressly agreed accounts are due for payment not later than the end of the month the month of despatch, otherwise payment must be received by the Company before delive(Y. (b) When are spread over a period each consignment will be invoiced as aespatched and each month's invoices will be treated as a separate account and be payable accofdingly. (c) In the event of the Customer's failure to pay for any goods or for any delivery or instalment or should a Customer's credit limit be exceeded the Company shall be entitled to either terminate wholly or in part any or every other contract between itself and the Customer and to suspend further deliveries and wort< both on the same order from the Customer without QreJudice to any other right the Company may have. The Company also reserves the right to charge interest on overdue amounts at the rate of 2% per month. The Company reserves the right where genuine doubts arise as to a Customer's financial position or in the case of failure to pay for any goods or services or any delivery or Instalment as aforesaid to suspend delivery or performance of any order or any part or instalment without liability until payment or satisfactory security for payment has been provided by the Customer. (d) The Company shall De entitled at any time without notice to combine and consolidate all or any of the Customer's accounts and to apply any sums owing by it to the Customer in the extinction or diminution of any liability of the Customer to the Company. (e) The Customer may not withhold payment of any part 01 the sums due under an invoice by reason of any alleged breach of contract or by way of set off of any sum anticipated but not presently payable by ttie Company to the Customer or in respect of which the Company and the Customer are in dispute.

5. DELIVERY AND COMPLETION

DATES (a) The delivery or performance dates specified in the contract are approximate only and unless otherwise expressly stated time is not of the essence for delivery. The Company will not be liable in any circumstances for the consequences of any delay in delivery or failure to deliver if the duration of the delay is not substantial or if the delay or failure is due to act of God fire inclement or exceptional weather conditions industrial action (whether at the Company's premises or elsewhere) hostilities shortage of labour materials power or other supplies late delivery or performance or non-delivel)( or non performance by suppliers or sub-contractors governmentaf order or intervention (whether or not having the force of law) late receipt of Customer s specifications or any ottier cause whatever beyond-the Company's control or of an unexpected or exceptional nature. (b) No d~lay shall entitle the Customer to reject any delivery or any further instalment or part of the order or any other order from the Customer or to cancel or repudlafe the contract or the order. c) Ttie Company shall be entitled to deliver the goods in one or more consignment unless expressly agreed. d) The Company cannot undertake to meet any schedule of Customer's Requirements supplied after the date of the contract and will have no liability whatever for delay In meeting or failure to meet all or any of such requirements (howsoever such failure or delay may arise) unless and to the extent that the Company expressly agrees to meet such requirements in which event paragraph (1) of this condition shall apply.

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6. DELAYED ACCEPTANCE (a) If for any reason the Customer is unable to accept delivery of the goods when the goods are due and ready for delivery the Company may arrange storage of the gooCls and the Customer shall be liable to the Company for the reasonable costs (including insurance) of such storage. This prOVision is without prejudice to any other right which the Company may have in respect of the Customer's failure to take delivery of the goods or to pay for them in accordance With the contract when payment would have oeen Clue if the goods have been delivered when due and ready for delivery. (b) Where the Company has undertaken to process material for and to a Customer's specification no cancellation whatsoever will be accepted after the goods have been put into work. If the Customer refuses to take delivery of such goods the Company shall be entitled to recover from the Customer all reasonable labour costs and overheads expended on the contract together with the cost of replacing StOCKto the unprocessed state.

7. NON-STANDARD

ORDERS Where the Customer orders goods or materials of a type size or quality not normally produced by the Company the Company will use all reasonable endeavours to execute the order but if it proves impossible impracticable or uneconomical to carry out or complete the order the Company reserves the right to cancel the contract or the uncompleted balance thereof in which event the Customer will only be liable to pay for the part of parts thereof actually delivered.

8. TITLE OF GOODS (a) Risk in the Goods shall pass to the Customer: i) when the Goods are despatched from the Company's premises at the request of the Customer or iI) if the Goods are appropriated to the Customer but kept at the Company's premises at the request of the Customer and the Customer shall insure the goods for their full value from that time (b) ~otwithstanding (a) I~al and !:leneficial ownership of Goods shall remain with the Company until payment in full has been received by the Company for Goods ttie subject of thiS contract il) for any goods supplied by the Company iil) of any monies due from the Customer to the Company on any account. (c) ntil pro~rty in the Goods passes to the Customer under (b) the Customer shall: ) be bailee of the Goods II) keep the Goods separately and readily identifiable as the property of the Company f: (d) i) NotwithstC!nding (b) the Customer may as principal in the ofdinary course of its business sell the Goods by bona fide sale at full market value or in the ordinary course of ItS bUSiness use the Goods (ii) Goods shall be deemed sold or used in the order delivered to the Customer (iil) Any resale by the Customer of Goods in which property has not passed to the Customer shall (as between the Company and the Customer only) be treated as If made by the Customer as agent for the Company. (e) (i) If Goods in which property has not passed to the Customer are mixed with or incorporated into other goods the property in those other goods shall be held on trust by the Customer for the Company to the full extent of the sums recoverable by the Company under Clause S. (b) (ii) The proceeds of sale of any Goods and any other goods referred to in 8.(e) (i) shall be held by the Customer in trust for the Company to the extent of all sums recoverable by the Company under 8.(b) (iii) The Customer shall keep any proceeds of sale as referred to in 8.(e)(ii) in a separate account but in any event the Company shall have the right to trace such proceeds (according to the principles in re Halletts estate (1880) 13 Ch D 696) (I) The Customer assigns to the Company all rights and claims the Company may have against its own customers and others in respect of goods specified in 8. (e) (i) whilst property in such goods is held by or in trust for the Company. (g) At any time prior to property and Goods passing to the Customer (whettier or not any payment to the Company is then overdue or the Customer is otherwise in breach of any obligation to the Company) the Company may (Without prejudice to any of its rights):i) retake possession of all or any part of the Goods and enter premises for that purpose (or autnorize others to do so) which the Customer hereby authorizes il) require delivery up to it of all or any part of the Goods iil) terminate the Customer's authority to resell or use the Goods forthwith by written notice to the Customer which authority shall automatically terminate (without notice) upon any insolvency of the Customer or in the case of an individual the making of a Bankruptcy Order or entering into an Individual Voluntary Arrangement or being a body Corporate the appointment of a Receiver or Liquidator or calling a meeting of its creditors or tli'e making or passing of any Order of Resolution fOr winding up or any execution or distress being levied on goods in its possession. • (h) The Company may at any time appropriate to such indebtedness as it thinks fit sums received from the Customer notwithstanding any purported appropriation by the Customer . (i) Each clause and sub-clause of this Clause 8 is separate severable and Distinct.

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GOODS: WARRANTY: LIMIT OF RESPONSIBILITY (a) The Company warrants that it will so far as it is able to do so give the Customer the benefit of any express guarantee or warranty by the manufacturer or supplier of the goods and of any other rights which the Company has against the manufacturer or supplier. (b) The Customer's remedies in respect of any claim that the goods are defective or not in accordance with the contract or any expressed description or representation in respect of any condition or warranty implied by law or any other claim in respect of the goods or any workmanship in relation thereto (whether or not involving negligence on the part of a Company) shall in all cases be limited to enforcement of tne above mentioned liabmties of the manufacturer or (c) t~~~~ri,pany shall not in any circumstances be liable for any damage compensation costs expenses losses or other liabilities whether direct or consequential and any other remedy which would otherwise be available in law is nereby excluded except to the extent that such exclusion is prohibited by any rule of law. A claim in respect of any defect or failure to comply with the specification or order or in respect of any delivery or instalment of an order or any part thereof shall not entitle the Customer to cancel or refuse delivery of or payment for any other order delivery or instalment or any part of the same order delivery or instalment. The Company will require a reasonable period of time to carry out any repairs or replacements.

10. HIREWORK (CUSTOMERS MATERIALS: WARRANTY: LIMITED OF COMPANY'S RESPONSIBILITYl Hirework and work involving the use of Customers' materials is undertaken on the express understanding Ihat the Comp-any cannot be responsible for any distortion faults or defects which appear or develop during or are caused by the work however arising even if resulting from any fault negligence or mistake of the Company. The Company gives no guarantee or warranty of any kind but slibject to the availability oTcapacity and facilities it will endeavour to correct any such distortions faults or defecfs at the Customer's expense and risk. The Company shall not in any circumstances be liable for any damages compensation costs expenses losses or other liabilities whether direct or consequential and any other remedy which would otherwise be available in raw is hereby excluded except to the extent that such exclusion is prohibited by law. 11. ADVICE GIVEN TO CUSTOMERS The Company shall be under no liability whatsoever in respect of any advice or views it offers or expresses to a Customer expressly or by implication as to the suitability or otherwise of the goods or any process to which the goods may be subject unless such advice is requested by the Customer In writing and the Company replies in writing whereupon should such express representations be found to be wrong or inaccurate the liability of the Company will be limited to the purcliase pnce of the gooos and ttie Company shall not in any circumstances be liable for any damages compensation costs expenses losses or other liabilities whether direct or consequential and any other remedy which will otherwise be available in law is herelJy excluded to the extent that such exclusion is prohibited by any rule of law. 12. TOLERANCES AND TEST (a) The goods will be supplied within tolerances stated in the current British/European Standard for the appropriate product where such a standard exists unless it has been expressly agreed otherwise in writing by the Customer. In such a case any requirements as to tolerances gauges weights chemical composition and analysis quantities and sizes which are communicated by the Customer to the Company in writing will so far as possible be adhered to but reasonable excesses or deficiencies thereof shall be accepted by the Customer who shall not be entitled to reject any goods or to the replacement of any goods on the ground that they are not precisely as specified. (b) Any statement In a Britisli or European Standard as to suitability of the goods for any purpose shall not give rise to any liability on the part of the Company. (c) Unless otherwise specifically agreed all test and test pieces whatsoever required by tlie Customer will be cl1arqed extra. Unless otherwise specifically requested l)y the Customer tests of cliemlcal composition shall be used only on the ladle analysis which shall be final.iests and inspections shall take place under the Company's standard testing arrangements and such tests shall be final. All test are subject to analytical tolerances. 13. QUANTITIES DELIVERED (a) The Company shall have performed the contract if it delivers quantities weights or measurements within ten percent (over or under) of the quantities weights or measurements ordered by the Customer. Any discrepan~y within ten per cent as aforesaid shall not entitle the Customer to reject any delivery or any further instalment or part of the order or any other order from the Customer or repudiate the contract or the order. (b) The Company shall not be liable for any discreeancy over ten per cent unless the Customer has notified the Company in writing within seven working days from despatch of the goods from the Company s premises and the Company has been afforded a reasonable opportunltv of inspecting and either reweighing the goods itself or witnessing the reweighing of ttie goods by the Customer before the goods have been used processed or resold bylhe Customer. (c) Where any discrepancy over-ten per cent is acceptea by the Company (subject to recognised tolerances referred to in clause 12 hereof) the Company shall at its discretion take whatever action it deems necessary to rectify the situation and thereaffer the Customer shall have no further right of action whatsoever against the Company in resp'ect of such discrepancy. (d) The Company's liability hereunder shaH be hmited to the proportion of the price attributable to the goods undelivered as accepted by the Company. 14. CUSTOMER'S SPECIFICATIONS (a) The Company is entitled to assume that all drawings descriptions specifications and other information supplied by the Customer to the Company whether written or verbal is in all respects complete accurate and entirely suitable for the Customer's requirements. (b) Unless otherwise expressly agreed the Company shall have no responsibility for the performance suitability or durability of any goods or any materials or workmanship compnsed tliereln to the extent that the same is manufactured in accordance with the Customer's designs drawings standard or specifications. 15. NON-PRIME MATERIAL (a) Goods sold as other than prime non-prime or with a specified deviation which the Company and the Customer agree to be goods sold as other than prime non-prime or with a specified deviation are sold in their actual state as seen without warranty and with all faults whelher or not the goods have been inspected by the Customer prior to delivery. Any statement specification description or other information provided by the Company in respect of such goods is given in good faith but the Company can accept no responsibility for its accuracy. Under no circumstances will the Company be under an obligation to replace or make good such goods or entertain any claim whatsoever in respect thereof. (b) If the Customer shall resell such goods sold as other than prime non-prime or with a specified deviation or under any description which implies that the goods do not comply with any recognized specification or standar'd without processing or otherwise altering their state save by decoiling cutting or rebuilding the same the Customer shall ensure tfiat provisions in similar form to those set out in thiS context are incorporated into the re-sale agreement. 16. CONSUMER PROTECTION The Customer agrees upon demand to indemnify the Company against all losses damage injury costs and expenses of whatever nature suffered by the Company to the extent thal the same are caused by or related to: a) designs drawings or specifications given to the Company by the Customer in respect of goods produced by the Company for the Customer' or b) defective matenals or products supplied by the Customer to the Company and Incorporated by the Company in goods produced by the Company for the Customer; or (c) the improper incorporation assembly use processing storage or handling of goods by the Customer.

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17. PATENTS ETC The Customer shall indemnify the Company against all actions costs (inclUding the cost of defending any legal proceedings) claims proceedings accounts and damages in respect of any infringement or alleged infringement of any patent r~istered design unrtegistereo design copyright trademark or other industrial or intellectual property rights resulting from comphance by the Company with the Customer's instructions whether express or implied. 18. DATA PROTECTION (a) The Company always processes personal information ("Information" as defined by the Data Protection Act 1998) in accordance with applicable data protection law (b) Br entering into this contract and providing information to the Company the Customer warrants to the Company that the Customer has obtained the consent o each individual who may be identified Trom Information and each such individual and the Customer consents to the Company processing Information as follows:(i) to supply Goods and services requested by the Customer and to supply marketing administration and related services including such transfer of Information to employees agents and third parties as ~uired for these purposes (ii) the Company m~intains .a database or similar record of Information for marketing purposes and to enable the Company to send relevant information to the Customer from time to time iii) the Company may transfer its business assets (which include Information) on re-organisation sale or merger of the whole or any part of its business and iv) as required to obtain legal a~vice comply with legal requirements enforce or apply any contract and any other agreement or protect the rights property or safety of the Company Its chents customers and others. (c) The customer shall indemnify and hold harmless the Company from any costs fines expenses (time spent by the Company being chargeable at the Company's Ilrevailing commercial rates) and any other loss whatsoever arising out of any breach of warranty comprised in this Contract. (d) If the Cqmpany intend~ to process Information other than as set out above the Customer will receive notice and be given the opportunity to decline such processing of Information.

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19. LOSS OR DAMAGE IN TRANSIT (a) The risk in goods shall pass to the Customer in accordance with Clause8.(a) and the Company accepts no responsibility for any damage shortage or loss in transit thereafter. Claims for damage or loss in transit should be made on fhe carrier and any conditions imposed by the carrier in relation to damage or loss in transit should be completed witfi. (b) Claims for any damage shortage or partial loss in transit should be notified immediately by fax transmission or by telephone and confirmed in writing to the carrier and to the company witfiln three days of delivery of the goods. Claims for total loss in transit must be notified in writing to the carrier and to the company within 3 days of the date of the notice. 2O.PACKING Unless otherwise specified packing cases and packing materials will be charged extra but where stated to be returnable Company's works carriage paid in good condition within one month of receipfby the Customer. 21. SUB-CONTRACTING The Company reserves the right to sub-contract

will be credited

in full on return to the

the whole or part of the contract.

22. SEVERANCE AND WAIVER (a) if any provision of these conditions is held by any competent authority to be invalid or unenforceable in whole or in part the validity of the other provisions of these conditions in question shall not be affected thereby. (b) No waiver by the Company of any breach of the order by the Customer shall be considered as a waiver of any subsequent breach of this or any other provision. 23. ASSIGNMENT The contract shall not be assigned

by the Customer

24. APPLICABLE LAW The contract shall in all respects be governed of the English Courts.

to any third party without

by and constructed

in accordance

the prior written consent

of the Company.

with English law and the Customer

hereby submits to the non-exclusive

jurisdiction