US Terms and Conditions of Sale 

The following terms and conditions (Terms and Conditions) shall control the terms of any contracts relating to the sale of goods by Howco Metals Management LP USA (Howco), and shall supersede and replace any previous terms and conditions, including but not limited to a purchaser’s purchase order or other documents, oral or written communications, course of dealings or usages of trade. No additions to or variations from such Terms and Conditions, whether contained in a purchase order, confirmation, shipping release, or elsewhere shall be binding upon Howco unless expressly they were agreed to in writing by Howco and specifically reference these Terms and Conditions. Howco hereby objects to all such additional or different terms and they shall be deemed ineffective.

1. Price:

All prices and amounts are expressed in United States Dollars and are net of any sales, use, excise or other tax or charge measured by the amount of the purchase price. Unless otherwise agreed, prices are expressed at the place of delivery without allowance for freight or insurance, customs duties or bonds, consular fees, or other charges, all of which shall be the sole responsibility of the purchaser.

2. Payment:

Payment is due within 30 days from the date of invoice. All payments not made within the time period allowed. In the event of failure to make payment as specified, Howco may take any action allowed by applicable law to recover the purchase price, including without limitation, holding the goods available for acceptance at the purchaser’s sole cost and risk, filing suit for collection of the purchase price or lost profit, retaining possession of the goods, and selling the goods in a public or private sale and retaining all of the proceeds from such sale.

3. Delivery & Returns:

The purchaser shall accept delivery at the time and place specified, be responsible for all costs and risks incurred or arising from the purchaser’s failure to take delivery at such time or place or actions or inactions that prevent or delay the presentation of goods for delivery at such time and place, including without limitation, costs of storage, preservation, demurrage, return freight and insurance. Howco shall have no obligation to undertake any actions or to incur any costs relating to goods after the presentation for delivery and acceptance at the time and place specified. Purchaser shall not return to Howco any goods delivered to purchaser without the express prior written consent of Howco, and agreement by Howco to all terms of such delivery. Purchaser shall pay all costs, fees, expenses and other charges relating to any return of goods to Howco, unless prior written consent has been provided. All returns will be subject to a 25% restocking fee.

4. Goods Warranty:

Howco will repair or replace with goods of equal value and utility, at its option, any goods manufactured or assembled by it that are determined to have been defective at the time of delivery where such defect is reported to Howco within 90 days after the delivery date. Such repair or replacement shall be at the place of the original delivery. Any costs incurred in gaining access to the goods as a result of the manner or place of installation shall be the responsibility of the purchaser. The foregoing obligation is the purchaser’s sole and exclusive remedy for defective goods and is in lieu of all warranties, express or implied, statutory or otherwise, including any warranty of merchantability or fitness for a particular purpose. Howco shall not have any liability for loss of use, loss of revenue, loss of production, replacement equipment, or other incidental or consequential damages resulting from defective goods. To the extent possible under applicable law, the purchaser waives and releases Howco from any claims arising under statutes or judicial interpretation that would provide a remedy different from or in addition to the remedies set forth above for any defective goods.

5. Assignment of Other Warranties:

Howco makes no separate or independent warranty and accepts no liability for any defects in goods that were manufactured by others and delivered to the purchaser without material alteration by Howco, including components incorporated into goods assembled by Howco. Howco assigns to purchaser the manufacturer’s warranty applicable to any goods manufactured by others (including component parts of goods assembled by Howco).

6. Applicable Law:

All terms and conditions hereof shall be enforced and construed in accordance with the laws of the State of Texas, excluding any provision that would direct the application of the laws of another jurisdiction. Any dispute or controversy relating to this document or the obligations of the parties which cannot be resolved by agreement shall be referred to the State or Federal (if it can obtain jurisdiction) courts sitting in Harris County, Texas. The parties agree that such venue is convenient and proper.

7. Force Majeure:

Howco shall not be liable for any failure or delay in delivery due to acts of God, orders bearing priority rating establishment pursuant to law, differences with workmen, local labor shortages, fire, flood, pandemic, epidemic, war, embargo, riot, the acts of public enemies, natural disaster or other casualty, government regulations or requirements, shortages or failure of raw material, supplies, fuel, power or transportation, breakdown of equipment, or any other causes beyond Howco’s control, whether of similar or dissimilar nature than those enumerated. Howco shall have such additional time within which to perform as may be reasonably necessary under the circumstances. In no event shall Howco be liable for any consequential damages or claims for labor resulting from failure or delay in delivery.

8. Assignment:

These terms and provisions shall be binding upon and inure to the benefit of each party and their successors and assigns; provided, however, that no purchaser may assign any of its rights or remedies against Howco to any third party without the prior written consent of Howco.

9. Notices:

Any notice required or permitted in connection herewith shall be the writing and shall be deemed given when actually received by the addressee or on the first business day following the date same is delivered to a private delivery service for overnight delivery addressed to the addressee at the address for such addressee on the books of the sender.

10. Entire Agreement:

These terms and provisions constitute the entire agreement between Howco and purchaser with respect to the subject matter hereof and supersede any prior agreements. Any modification must be in writing and signed by both Howco and purchaser and specifically mention these Terms and Conditions.

11. Waiver:

Any waiver of any rights by Howco or purchaser, in addition to any waiver set forth herein, must be in writing and signed by the party against whom it is enforced. No such waiver shall be a continuing waiver unless it specifically so states. The failure or delay in exercising any right or remedy shall not be a waiver of such right or remedy.

12. Invalid Provisions:

If any provision is declared invalid or unenforceable for any reason, such decision shall not affect the validity of any other provision and the remaining provisions shall remain in effect as if such invalid provision had never been part hereof.

13. Headings and Captions:

The headings and captions contained herein are for convenience only and shall not affect the interpretation of the text.

14. Attorneys’ Fees and Costs:

Howco shall be entitled to recover reasonable attorneys’ fees, costs of litigation, and necessary disbursements incurred in connection with the enforcement of any rights hereunder.

15. Additional Assurance:

Purchaser shall execute such additional documents and take such additional actions as may be necessary or appropriate to carry out the purposes and intent of these provisions.

16. Arbitration:

Except for the equitable relief specifically provided for herein, any controversy or claim arising out of or relating to the parties or the goods which are the subject hereof, shall be settled by binding arbitration in Houston, Texas according to the Commercial Arbitration Rules of the American Arbitration Association (AAA). Written notice of a demand for arbitration must be mailed to the other party and to the AAA within ninety (90) days after the occurrence of the claimed breach or other event giving rise to the controversy or claim, identifying the provision or event that is the basis of the controversy or claim and the remedy sought, or such claim shall be deemed waived. The party filing such demand shall pay the administrative fee to initiate arbitration but such fee shall be subject to final apportionment by the arbitrator. The arbitrator’s fee shall be shared equally by the parties. No suit or other proceeding at law based on such claim or controversy shall be filed by either party other than a suit to confirm, enforce, vacate, modify or correct the award of the arbitrator; provided, however, that Howco may seek any equitable remedy specifically provided for herein.

17. Trade Restrictions

If, following the Howco quote expiration date, (a) there shall be imposed any import, export or other restrictions on interstate or international trade or commerce or there shall be enacted or otherwise issued any law, regulation, or order regulating or purporting to regulate any import, export or other restrictions on interstate or international trade or commerce in any way (such restrictions, laws, regulations and orders being hereinafter collectively referred to as “Trade Restrictions”), including, without limitation, any creation or increase (whether retaliatory or otherwise) of tariffs, import surcharges, antidumping or countervailing duties, fees, interest, revised rate schedules, transportation costs, or any other form of charges whatsoever, or the imposition of any import or export quota or embargo, and (b) Howco’s ability to perform the work is adversely affected thereby, or Howco incurs an increase in economic burden or delay in performing the work beyond its assumptions before the quote expiration date, Howco shall have the option either (x) to terminate the work in whole or in part by written notice to the purchaser, without incurring any liability to the purchaser thereby, or (y) to continue to perform all of its obligations hereunder in respect of deliveries of the goods, and in such case, Howco shall have the right to pass through to purchaser the full costs of all such Trade Restrictions and any other actual and documented cost or expense imposed on or incurred by Howco in connection with the work as a result of the imposition, enactment or issuance of any Trade Restriction for as long as such Trade Restriction affecting the work is in effect. In the event of termination of the order under (x) above, purchaser shall reimburse Howco for all costs incurred up to the date of termination. For the avoidance of doubt, any tariffs, surcharges, duties, fees, interest, and other charges applicable to the work, shall be the responsibility of the purchaser, even after goods have been delivered. The purchaser shall make payment no later than the due date stated in the invoices.

HOWCO GROUP  Conditions of Purchase  

  1. The Howco Group entity specified on Purchase Orders (also referred to as “Buyer” or “Purchaser”) to the supplier  entity specified on Purchase Orders (also referred to as “Seller” or “Supplier”) for the supply from Seller to Buyer  of the goods, documents and/or services as set forth in Purchase Orders and in the documents referenced therein  (collectively, the “supply”). Purchase Orders shall be signed by Authorized personnel. (List of Authorized Persons  available on request)  

  2. Except in so far as they may be inconsistent with any special instructions or stipulation given, made or expressly  accepted by the Buyer in writing in any particular case, the conditions Set out below shall (so far as relevant)  apply to this order.  

  3. The order should be acknowledged within fourteen days of receipt. The acknowledgement will be deemed to be  an acceptance of the order. Failure to acknowledge this order may result in cancellation.  

  4. The Buyer shall not be liable to pay for nor be answerable or responsible for any addition or variations to the  order unless the same shall have been authorized in writing by the Buyer.  

  5. In the event of non delivery or non completion by the due date stated in the order or any part thereof the Seller  shall be liable for any damages or loss incurred or suffered by the Buyer by reason of non delivery or non  completion by the due date. The Buyer will, however, grant the Seller a reasonable extension of time if in the  opinion of the Seller the completion of the order shall be delayed by any matter whatsoever out with its control  (including any act or Omission on the part of the Buyer, any strike Or lockout of workmen) provided that the Seller  immediately gives notice in writing to the Buyer and further notifies the Buyer immediately the extent of such  delay is known.  

  6. The Buyer shall be entitled to a right of access at all reasonable times for the purpose of checking progress and  carrying out or witnessing tests and/or inspection procedures.  

  7. Notwithstanding anything done or omitted to be done on the part of the Buyer which would otherwise constitute  or be deemed to constitute acceptance of any goods or materials and/or works or services and without prejudice  to any other right of the Buyer, if any fault shall occur after the goods and materials have been brought into  service or the goods, materials, works or services are not as specified in the order and if notice thereof is given by  the Buyer as soon as reasonably practicable, the defective goods and materials shall, if required by the Buyer, be  replaced or the defective workmanship made good at the expense of the Seller, at any place directed by the  Buyer.  

  8. Supplier shall provide to Purchaser, in full accordance with the Order schedule and delivery dates, all  certification(s) and/or other documentation (e.g.: certificates, quality documentation, declarations of conformity,  etc.) concerning the goods and/or services included in the Supply, to the extent required under, and in strict  accordance with, the Order and/or applicable laws, rules and regulations. Test Certificates are to be forwarded to  the Buyer to arrive in advance of or coincident with the relevant material. Delay in forwarding certificates may  result in a delay in payment.  

  9. An Advice Note quoting the Buyers Order number, full details of the material being forwarded and the method of  transport must be attached to or enclosed with all goods delivered and a copy thereof posted to the Buyer at  the time of dispatch. 

  10. All goods and materials must be suitably packed free of charge prior to delivery. If required in writing prior to  delivery the Buyer will use its best endeavor to preserve, so far as may be practicable, packaging materials or  containers for collection by the Seller which must be effected promptly alter written request by the Buyer.  

  11. The Seller shall not without the Buyers consent in writing sub-contract the whole or part of the order other than  for materials or for any part of the equipment where sub-contractors are nominated. Any such nomination shall  not relieve the Seller of any of its obligations under this order.  

  12. Unless agreed in writing by the Buyer the price quoted, with the exception of variable charges, by the Seller for  the order will be taken as firm and not subject to variation in any respect.  

  13. The Buyer reserves the right at any time, by giving the Seller notification in writing, to cancel this order. On such  cancellation the Seller shall return to the Buyer all Free Issue and unused consumable materials at the cost of the  Buyer.  

  14. Unless otherwise agreed in writing the Seller shall not be entitled to the use of assistance of any plant or labor  from the Buyer in connection with the performance of the order.  

  15. The Seller shall indemnify and keep indemnified the Buyer against all losses and claims for injuries or damages to  any person or property which may arise out of or in consequence of the order and against all claims, demands,  proceedings, damages, costs, charges, and expenses whatsoever in respect thereof in relation thereto.  

  16. The Seller shall be responsible for the insurance, preservation and safe custody of his own plant equipment and  stores.  

  17. Supplier hereby expressly undertakes, warrants and represents that it will (and will cause all of its directors,  employees, representatives, workers, suppliers, and subcontractors to) fully and strictly comply with all applicable  laws, rules, regulations and standards including, without limitation, those concerning health & safety and proper  business practices. Supplier hereby expressly undertakes, warrants and represents that it has adopted and  effectively implements corporate processes, procedures, behaviors and codes of conduct to ensure compliance  with all such applicable laws, rules, regulations and standards throughout the entire duration of the Order. It is  understood that failure by Supplier to comply, in whole or in part, with this Section shall constitute a material  breach of the Order.  

  18. The Purchase Order shall be construed according to and governed by the Laws of the geographical location of the  Howco Group entity issuing the Purchase Order and the parties hereto submit to and prorogate the jurisdiction of  the local Courts of Law of that geographical location.  

  19. The Buyers standard terms of payment are 120 days EOM (i.e. 120 days from the end of the month of supply) and  shall apply to all Purchase Orders, unless otherwise agreed in writing between the Buyer and Supplier. 

  20. Information on Howco Groups ESG policies can be found at the following link.

    https://www.howcogroup.com/about/esg-policies