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TERMS AND CONDITIONS

The following terms and conditions apply to the use of Earle M. Jorgensen's ("EMJ") E-Metals^® system and any sales orders created by users:

1. AGREEMENT. By ordering or accepting EMJ's goods through this website, Buyer agrees to the terms and conditions set forth herein and in any attachments hereto, none of which may be added to, modified, superseded or otherwise altered except by a written instrument signed by an authorized representative of EMJ and delivered to Buyer. Any different or additional terms in Buyer's acknowledgement, purchase order or other document of Buyer are hereby rejected, notwithstanding any terms or conditions that may be contained in such acknowledgement, purchase order or other document of Buyer and notwithstanding EMJ's act of shipping goods or similar act of EMJ. If this order shall be deemed as an acceptance of a prior offer by EMJ, such acceptance is expressly conditioned on EMJ's written assent to any additional or different terms contained herein. Acceptance of orders, and deliveries thereunder, are at all times subject to the approval of EMJ's Chief Financial Officer at Lynwood, California.

2. TERMS OF PAYMENT. Invoices are issued as of the date of delivery covering deliveries from our stocks and as of the date of shipment covering direct mill shipments and are due and payable in lawful money of the United States of America upon the issuance thereof unless otherwise specifically agreed in writing. Cash discount will be allowed on payments made on or before the date specified as follows: (Steel products, ½ of 1% ten (10) days, net thirty (30) days; aluminum products, net thirty (30) days; pipe products, 2% ten (10) days net thirty (30) days). No cash discount will be allowed on freight items or other net sales. The acceptance of any order or specification and terms of payment on all sales and orders is subject to approval of EMJ's Credit Department, and EMJ may at any time decline to make any shipment or delivery or perform any work except upon receipt of payment or security or upon terms and conditions satisfactory to EMJ's Credit Department.

3. TITLE. Except on goods sold pursuant to a conditional sales contract, if goods are delivered from EMJ's stock, on transactions arising from an order placed through this website, the sale resulting from this quotation shall be complete and title shall pass upon actual delivery at the place where the Buyer receives possession of the goods, and on all direct mill shipments the sale shall be complete and the title shall pass when the shipment is made.

4. LATE PENALTY. All unpaid items will be charged a 1½ % per month late penalty beginning the second month following delivery of shipment, such charges not to exceed the maximum charge permitted by law.

5. FORCE MAJEURE. Failure of EMJ to deliver hereunder, or delay in making shipments, if occasioned by fire, explosion, flood, earthquake, war, riots, insurrection, civil disturbance, accident, storm, interruption or delay in transportation, shortage, strike or other labor dispute, inability to obtain materials and supplies, acts of government, any act of God, or any other causes of like or different character beyond EMJ's control shall not subject EMJ to any liability to Buyer.

6. BUYER'S DUTY TO INSPECT. Buyer must immediately inspect all material for shortages, conformity with order and defects. If goods appear not to conform to the contract between Buyer and EMJ, Buyer shall discontinue their use and immediately notify EMJ of such condition and afford EMJ a reasonable opportunity to inspect the same. Claims for shortage or deductions for erroneous charges must be presented within fifteen (15) days after receipt of the goods or they will not be allowed. No material will be taken back and credited or replaced unless prior arrangements for return have been made with EMJ. EMJ may, at its option, replace those products proven defective or allow credit for an amount not exceeding the sum of the original purchase price thereof.

7. PERMISSIBLE VARIATIONS, STANDARDS AND TOLERANCES. All products are sold subject to (i) mill tolerances and variations in respect to dimensions, weight, straightness, section, surface conditions, composition, mechanical properties, internal conditions, and quality; (ii) deviations from such tolerances and variations consistent with practical testing and inspection methods and (iii) regular mill practices with respect to over and under shipments. Any representations or certifications by EMJ shall be limited by the foregoing.

8. DISCLAIMER OF WARRANTIES. EMJ warrants only that the goods are as described herein, but no other express or implied warranty is made. If any model or sample was shown to Buyer, such model or sample was used merely to illustrate the general type and quality of goods and not to represent that the goods would necessarily conform to the sample or model. THE GOODS SOLD UNDER THIS AGREEMENT ARE PURCHASED BY BUYER "AS IS" AND "WITH ALL FAULTS" AND EMJ MAKES NO WARRANTY OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE.

9. NO LIABILITY FOR CONSEQUENTIAL DAMAGES. UNDER NO CIRCUMSTANCES SHALL EMJ BE LIABLE TO BUYER OR ANY OTHER PERSON FOR ANY SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, INCLUDING, WITHOUT LIMITATION, DAMAGES BASED UPON LOST GOOD-WILL, LOST SALES OR PROFITS, WORK STOPPAGE, DELAY, PRODUCT FAILURE, IMPAIRMENT OF GOODS OR OTHERWISE AND WHETHER ARISING OUT OF BREACH OF WARRANTY, BREACH OF CONTRACT, NEGLIGENCE OF OTHERWISE, and in any case, EMJ's liability for any and all losses and damages sustained by Buyer and others, rising out of or by reason of this contract, shall not exceed the original purchase price of the products received by EMJ from Buyer upon which liability is founded.

10. ENFORCEMENT OF TERMS; NO WAIVER. Any forbearance or failure of EMJ to enforce any provisions of these terms and conditions or to exercise any right arising from any default of Buyer hereunder shall not affect or impair EMJ's rights, and no such forbearance or failure shall be construed as a waiver of EMJ's rights to act or to enforce each and every such provision.

11. DEFAULT. If Buyer fails to fulfill the terms of payment on any order, EMJ may defer further shipments until such payments are made, or may at its option, cancel the order. EMJ reserves the right, even after partial shipment on account of any order, to require from Buyer satisfactory security for performance of Buyer's obligations, and refusal to furnish such security will entitle EMJ to suspend shipments until such security is furnished and, at EMJ's option, right to cancel the order.

12. PRICES; TAXES. Prices for the materials or services covered herein, whether herein named or heretofore quoted or proposed, shall be adjusted to our prices in effect at the time of shipment. Unless otherwise indicated, prices are exclusive of all city, state and federal taxes. Any taxes which EMJ may be required to pay or collect under any existing or future law upon or with respect to the sale, purchase delivery, storage, processing, use or consumption of any of the material covered hereby, including taxes upon or measured by the receipts from the sale, thereof, shall be for the account of Buyer and Buyer shall promptly pay the amount thereof to EMJ upon demand. Prices displayed on subsequent E-Metals^® pages may not include charges for items such as packaging, delivery, expediting, and certain processing services. If there is a discrepancy between the price the Buyer expects to pay versus the actual charge for these miscellaneous items, except for differences in shipped quantities due to theoretical weight variations or actual quantities shipped, EMJ personnel will contact Buyer prior to shipment to get acceptance of any additional charges.

13. CONFLICT WITH APPLICABLE LAW; SEVERABILITY. No term or condition herein shall be effective or binding to the extent that it may be illegal or require an illegal action. If any provision of these terms and conditions shall be judged by a court of competent jurisdiction to be invalid, illegal or unenforceable in any respect, such adjudication shall not affect or modify any other provision of these terms and conditions and the effect thereof shall be confined to the provision as to which such adjudication is made.

14. MODIFICATION. No agreement or understanding in any way modifying the conditions of this order shall be binding upon EMJ unless made in writing and approved by EMJ. Extras will be paid for only on the prior written order of EMJ.

15. ENTIRE AGREEMENT. This order constitutes the entire final written agreement between the parties and is a complete and exclusive statement of all of the terms of such agreement.

16. ASSIGNMENT. This order and Buyer's duties hereunder may not be delegated or assigned by Buyer without EMJ's written consent, any assignment attempted without such consent shall be null and void and shall effect, at EMJ's sole option, a cancellation of all of EMJ's obligations hereunder. EMJ may assign this order and its interest therein to any affiliated corporation, or to any corporation succeeding to EMJ's business without the consent of Buyer.

17. INTERPRETATION. This order shall be construed according to the laws of the State of California. The application of the United Nations Convention on Contracts for the International Sales of Goods (1980) is expressly excluded.

18. RIGHT TO USE. EMJ's E-Metals^® system is offered for customer use at EMJ's discretion. EMJ reserves the right to limit use of this system and may at any time disable customer access if deemed appropriate.

19. CONFIDENTIALITY. Information contained in this site is not intended for use other than the intended purposes, namely the provision of general information regarding customer order status, EMJ inventory stock availability, and the ordering of materials and services from EMJ. Usage other than the intended purposes is a violation of this agreement.