Contents
1Seller, scope and definitions
1.1 Seller. These General Terms and Conditions of Sale and Related Services (Terms) apply to sales by FIRST US STEEL TRADE COMPANY, a Florida corporation registered under Florida document number P25000015774, Sarasota, Florida, United States (Seller). FIRST U.S. STEEL is the name used for Seller on its website. Seller's business and contractual notice address is the address identified in the applicable Order Confirmation. Seller may be contacted at info@firstussteel.com or +1 941 870 9848.
1.2 Business customers only. These Terms apply to sales to businesses and public entities acting for commercial or professional purposes (Buyer), not to consumer purchases. Goods means the steel, sheet, plate, coils, components and other industrial products identified in the Contract. Related Services means only the sourcing, technical coordination, documentation, logistics or other services expressly included in that Contract.
1.3 Role and limits of scope. Seller acts as a seller in its own name and for its own account, not merely as an intermediary between Buyer and a mill. Engaging suppliers or subcontractors does not remove Seller's obligations under the Contract. These Terms do not establish a fiduciary, escrow, employment, partnership or general agency relationship. They do not govern Seller's purchases from suppliers or any stand-alone regulated transportation, customs, insurance or financial service unless separately and lawfully agreed.
1.4 Contract documents. Contract means the parties' binding agreement, including the accepted Order Confirmation, agreed specifications and these Terms to the extent validly incorporated. Order Confirmation means the written document identifying the parties, their business and notice addresses, the order and its agreed commercial details. Writing includes an attributable email or electronic signature. Business Day means a day other than a Saturday, Sunday or U.S. federal holiday observed in Florida. Mandatory local filing, customs and procedural deadlines are unaffected.
2Quotations, acceptance and conflicting terms
2.1 Quotations and inquiries. Website content, illustrations, indicative prices, inquiries and acknowledgments of receipt are not binding offers or acceptances. A quotation is nonbinding unless it expressly states that it is a binding offer and identifies its validity period. A purchase order is subject to Seller's acceptance and resolution of any conflicting terms. Preparing or sending a website inquiry does not place an order or, by itself, accept these Terms.
2.2 Express agreement. Seller must provide these Terms in an accessible and retainable form, with the applicable version identified, before contract formation. The acceptance process is an Order Confirmation accepted by Buyer's authorized representative in writing or through an agreed electronic acceptance process. Warranty limitations, liability limitations and arbitration must be included in the text made available for acceptance. An invoice, website link or delivery document issued only after formation does not, by itself, add new terms. If conduct nevertheless forms a contract, applicable law determines its terms.
2.3 Buyer's forms. Seller objects to additional or different terms in Buyer's purchase order or other documents and does not accept them merely by acknowledging an order, receiving payment or arranging performance. Seller's acceptance of such terms requires an express written agreement. This provision does not purport to override applicable law governing contract formation or conflicting commercial forms.
2.4 Order of precedence. Individually negotiated provisions prevail over conflicting standard terms. Subject to that rule, the accepted Order Confirmation and expressly agreed technical documents prevail over these Terms. Material inconsistencies must be resolved before the affected work proceeds. A supplier's conditions, a carrier's terms or a website revision do not automatically replace Seller's obligations to Buyer.
2.5 Changes. A material amendment requires agreement by authorized representatives of both parties. Later versions of these Terms apply only to contracts into which they are validly incorporated. No website update changes an existing Contract retroactively.
3Specifications, applications and custom products
3.1 Agreed requirements. The Contract must identify the product, grade, relevant standard and edition, dimensions, tolerances, finish, quantity, inspection documents and any agreed manufacturing origin or producer. Requirements for heat or batch traceability, testing, corrosion protection, markings and regulatory documentation must be specified where relevant. Seller must not substitute a materially different grade, manufacturing origin, producer or compliance basis without Buyer's written approval.
3.2 Buyer's technical information. Buyer must provide accurate drawings, revision numbers, application requirements and other information reasonably needed for the agreed supply. Buyer is responsible for its own design and for suitability of that design for its intended application, except to the extent Seller has expressly undertaken design or engineering work. Seller must raise material inconsistencies or apparent deficiencies that it identifies during the agreed review.
3.3 Technical coordination. Converting a requirement into a supplier brief does not, by itself, constitute independent engineering verification, structural approval or a guarantee of a particular end use. Buyer must disclose safety-critical applications and destination-specific product requirements before acceptance. These allocations do not excuse Seller from supplying the agreed product or from legal duties arising from its actual role.
3.4 Approvals and changes. Required drawing, prototype, sample and production approvals must be documented before the affected production stage. Approval confirms the identified matters only; it does not excuse concealed defects, unauthorized deviations or noncompliance with mandatory requirements. Changes to design, processing, origin, testing or delivery may require a written adjustment to price and schedule before implementation.
3.5 Product compliance. Before acceptance, the parties must identify any destination-specific product rules relevant to the agreed supply and application, including required conformity assessments, declarations, markings, technical documents and instructions. Seller must supply the Goods and documentation required by the Contract and perform duties imposed on it by applicable law. Buyer must perform duties imposed on it as importer, distributor, manufacturer or user. A mill certificate is not a substitute for a separate legally required conformity assessment or declaration. CE marking is required only where the relevant legislation applies; these Terms do not promise CE marking for every product. A party's statutory role is determined by its actual activities, not solely by a contractual label.
3.6 Safety and corrective action. A party becoming aware of a material safety risk or legally relevant product noncompliance must promptly inform the other party and take measures required within its responsibility. The parties must reasonably cooperate on traceability, investigations, authority notifications and necessary corrective action, withdrawal or recall. Neither party may delay a legally required safety measure while responsibility or cost allocation is disputed. Resulting costs are allocated according to the Contract, causation and applicable law, subject to Sections 18 and 19 where lawful.
4Quantities, weights and tolerances
4.1 Units. Quantities and measurement units must be stated in the Contract. A metric ton is 1,000 kilograms. References to short tons, long tons, pounds, inches or other units must be explicit; one unit must not be substituted for another without agreement.
4.2 Weight basis. Unless the Contract specifies a theoretical-weight method, invoiced weight is the documented actual net weight determined using a suitable weighing method. Any theoretical calculation, density assumption, permitted variance or commercial weight adjustment must be agreed in advance. Packing, pallets and dunnage are not included in net product weight unless expressly agreed.
4.3 Permitted variations. Dimensional and weight tolerances follow the agreed specification and applicable product standard. Overdelivery, underdelivery and production quantity allowances require an agreed tolerance; there is no automatic percentage allowance under these Terms. Within an agreed tolerance, the invoice is adjusted using the agreed pricing basis. Where a specified piece count is essential, weight alone does not replace that obligation.
5Prices, currency and changes in cost
5.1 Price basis. The Contract must state the price, currency, delivery term, named place or port, and any separately chargeable services. Prices may be agreed in U.S. dollars, euros or another specified currency. Freight, insurance, packing, duties and taxes are included or excluded according to the Contract and the agreed Incoterms rule, not merely because Seller is located in the United States.
5.2 Taxes and charges. Buyer bears taxes and import charges allocated to it under the Contract or applicable law, excluding taxes on Seller's own net income. Seller must provide legally required invoices and reasonably available supporting documentation. An exemption must be supported by valid documentation before it is applied.
5.3 Fixed prices. An agreed fixed price does not change solely because a mill increases its price, freight becomes more expensive, exchange rates move or Seller's expected margin changes. An index-based price adjustment requires a written formula, reference index, base date and adjustment mechanism agreed before acceptance.
5.4 Regulatory changes. New or changed duties, trade measures or legally required charges are allocated according to the agreed delivery term and any specific adjustment clause. A party seeking an adjustment must explain the legal basis, calculation and supporting evidence. A change to a fixed, inclusive price outside an agreed adjustment mechanism requires written agreement. No charge caused by Seller's own breach or inaccurate information is automatically passed to Buyer. A genuine legal impediment is addressed under Sections 12, 13 or 20, as applicable.
6Payment, credit and payment security
6.1 Payment terms. The Order Confirmation must state the payment method and due date. Unless it provides otherwise, payment is due in full in advance, in one payment per order, within ten Business Days after both contract formation and receipt of a valid invoice. Seller is not required to commit production or procurement before the agreed advance is received. Installments, open-account credit, documentary collection or a letter of credit require a separate written agreement.
6.2 Payment receipt. Payment is received when cleared funds in the agreed currency are credited to Seller's verified designated account and are available for use. Buyer's payment obligation is not contingent on payment by its own customer. Buyer bears its sending bank's charges and any expressly agreed intermediary charges; Seller bears its receiving bank's charges unless otherwise agreed. Any shortfall attributable to charges allocated to Buyer must be made good. An unrelated third-party payer requires advance written approval and appropriate verification.
6.3 Bank-detail verification. Each party must use reasonable safeguards against payment fraud. A requested change of bank details must be verified through an independently established contact channel, not solely through the message requesting the change. The parties must promptly report suspected compromise and cooperate on recovery. These precautions do not shift all fraud losses to Buyer or excuse a party's own breach, negligence or applicable legal responsibilities.
6.4 Disputed amounts and late payment. Buyer must promptly identify a genuine invoice dispute and pay the undisputed amount when due. To the extent permitted by law, undisputed overdue amounts accrue simple interest at 12% per year, calculated daily on the basis of the actual number of days elapsed and a 365-day year, or the highest lawful rate if lower, without compounding. Reasonable, documented collection costs may be recovered to the extent permitted by law and awarded or agreed. Statutory withholding rights and legally protected defenses are not waived. Buyer may set off an undisputed or finally determined claim; other setoff rights remain governed by applicable law.
6.5 Adequate assurance. A party having reasonable grounds for insecurity about the other's performance may request adequate assurance in writing. Pending assurance, it may suspend only performance that applicable law permits it to suspend, and only where commercially reasonable. This is not a general right to withhold performance for which the agreed return has already been received. The response period must be reasonable under the circumstances and, where Florida Statutes Section 672.609 applies, must not exceed thirty calendar days. The consequences of failing to provide adequate assurance follow applicable law. An unsupported concern does not justify suspension or retention of an advance for performance that will not be provided.
6.6 Refund arrangements. A refund must be made in the Contract currency to a verified account of the entitled party, ordinarily the account from which payment was received. A different recipient or account requires verification under Section 6.3 and any legally required checks. A lawful payment restriction must be explained to the extent disclosure is permitted. It does not authorize the permanent retention of money that must otherwise be refunded.
7Order changes and cancellation
7.1 Agreed changes. Buyer may request changes, but Seller is not required to implement them until the parties agree their technical, commercial and scheduling consequences. Seller must identify reasonably foreseeable consequences before incurring additional commitments. No unauthorized work or automatic percentage surcharge is payable merely because a change was discussed.
7.2 Cancellation for convenience. Cancellation of a confirmed order for convenience requires Seller's written agreement. Unless the parties agree a different lawful settlement, Buyer pays only documented, reasonable costs of authorized work performed and unavoidable commitments attributable to the cancellation, less avoided costs, recoveries, salvage value and amounts already paid. The settlement must not exceed the price of the canceled portion. Advances are credited and any excess refunded. No automatic forfeiture of the entire advance applies.
7.3 Other termination rights. This Section does not restrict termination or remedies for material breach, prolonged force majeure, illegality or another right that cannot lawfully be excluded. Seller must take reasonable steps to mitigate cancellation costs and must not recover the same loss twice.
8Schedules, call-off orders and partial deliveries
8.1 Milestones. Production readiness, loading, shipment and arrival are different milestones. A date is binding to the extent the Contract identifies it as such and specifies the relevant milestone. Other schedules are good-faith estimates, not permission for indefinite delay. If no performance time is agreed, performance is due within a commercially reasonable time. Seller must promptly report a material expected delay and propose reasonable mitigation.
8.2 Buyer dependencies. A schedule may be reasonably adjusted where late payment, missing specifications, delayed approvals or another Buyer failure actually affects performance. Seller must identify the dependency and resulting impact. Ordinary supplier delay does not automatically excuse Seller; any force majeure defense must satisfy Section 20.
8.3 Recurring supply. Forecasts and capacity discussions are nonbinding unless expressly converted into commitments. A call-off or recurring-supply arrangement must state the committed quantity, release windows, minimum or maximum lots and final delivery period. Seller may not unilaterally determine an unspecified binding quantity or charge for forecast volume that Buyer did not commit to buy.
8.4 Partial deliveries and collection delays. Partial deliveries require agreement or must be commercially reasonable, consistent with the intended project and without unapproved material additional cost to Buyer. If Buyer fails to take an agreed delivery after reasonable notice, Seller may arrange appropriate storage and recover documented, reasonable costs attributable to that failure. Risk transfer remains governed by Section 9 and applicable law, not by a storage invoice alone.
9Delivery terms and transfer of risk
9.1 Specified Incoterm. Where an Incoterms rule is used, the Contract must identify the rule, the precise named place or port, relevant delivery point and the edition, normally Incoterms® 2020. The parties must resolve missing or inconsistent delivery terms before shipment. These Terms do not impose an automatic EXW, CIF or delivered-duty-paid arrangement.
9.2 Allocation. The agreed Incoterms rule determines delivery, allocation of transport risk and relevant costs and clearance duties, except for expressly identified, mutually agreed modifications. It does not by itself determine ownership, payment, remedies or governing law. Seller must not rely on a general dispatch provision to move risk earlier than the agreed rule permits.
9.3 CIF shipments. Under an agreed CIF transaction, Seller arranges and pays for the contracted sea carriage and required cargo insurance to the named destination port. Subject to any express modification under Section 9.2 and applicable rules on breach, risk transfers when the Goods identified to the Contract are placed on board the vessel at the port of shipment, not when they arrive in Europe. CIF is a sea or inland-waterway rule. Onward inland transport, unloading and destination charges are allocated by the Contract, the agreed rule and the relevant carriage arrangements. Costs already included in Seller's contracted carriage must not be charged to Buyer a second time.
9.4 Nonconformity and remaining obligations. Transfer of risk does not excuse nonconforming Goods, inadequate required packing, missing required documentation or another breach for which Seller is responsible. It does not end Seller's remaining carriage, insurance or documentary obligations. Applicable rules governing the effect of breach on risk of loss remain preserved. Buyer bears only the transit risks properly allocated to it, subject to those rules and any insurance or carrier recovery rights.
10Packing, transportation and cargo insurance
10.1 Packing and handling. Seller must provide the packing and protection agreed for the cargo, route and expected transport conditions. Bare shipment, special corrosion protection, edge protection, lifting points, securing arrangements and legally required wood-treatment markings must be addressed where relevant. Surface oxidation is not automatically either a defect or acceptable: conformity depends on the agreed finish, protection, specification and cause of deterioration.
10.2 Transport coordination. Within the agreed scope, Seller coordinates suitably qualified carriers, forwarders, ports and other providers. Material changes to an agreed route, delivery location or transport concept require consultation and, where they change the Contract, written agreement. Seller does not acquire a regulated license or avoid a statutory carrier, intermediary or customs obligation merely through the wording of these Terms.
10.3 CIF insurance. For an agreed CIF transaction, Seller must arrange the insurance required by that rule, ordinarily at least Institute Cargo Clauses (C) or equivalent minimum cover, for at least 110% of the Seller-to-Buyer contract price of the insured shipment in the Contract currency, unless a lawful express modification is agreed. The insured value must not be based solely on a lower upstream mill invoice. Cover must attach no later than the agreed transfer of transit risk and extend to at least the named CIF destination port as required by the agreed rule. Seller must provide a policy or certificate enabling Buyer or another entitled insured party to claim directly, with the necessary endorsement or transfer where required.
10.4 Coverage limits. Minimum CIF cover is not comprehensive all-risks protection. Broader cargo cover, wet damage or corrosion risks, storage extensions, war and strikes cover, deductibles and other special requirements must be reviewed and expressly agreed before shipment where needed. Their availability and any exclusions must be confirmed with the insurer; an all-risks label does not remove policy exclusions. Where CIP is agreed, Seller must obtain the insurance required by that rule rather than substitute CIF minimum cover. For delivery terms that do not require Seller to insure, Seller arranges insurance only if agreed. Seller is responsible for obtaining the agreed cover but does not guarantee that an insurer will pay a claim outside that cover.
10.5 Claims cooperation. A party discovering transit loss or damage must promptly notify the other party, preserve records and comply with applicable carrier and insurance notice requirements. The parties must reasonably cooperate in surveys and recovery. Carrier and insurer time limits may be shorter than product-claim periods and are not extended by these Terms. Demurrage, detention, port storage and waiting costs are allocated under the Contract and applicable rules. A party seeking reimbursement must substantiate the charge, its cause and its mitigation; Buyer is not automatically liable for delays caused by Seller or its documentary failures.
10.6 Insurance proceeds and failure to obtain cover. Any insurance proceeds received by one party for the other party's covered interest must be accounted for and promptly passed to the entitled party, subject to lawful subrogation or reimbursement rights. If Seller fails to obtain the cargo insurance required by the Contract, Seller is responsible for the amount that would have been recoverable under that insurance but for that failure. The required coverage, exclusions, deductible and other applicable claim conditions must be considered. Sections 18.1 and 18.2 do not reduce that specific obligation or the obligation to pass on insurance proceeds. Seller is not required to pay a loss that the agreed insurance would not have covered merely because insurance was required. Section 17.4 prevents duplicate recovery without extinguishing an insurer's lawful rights.
11Export, import and customs responsibilities
11.1 Identified roles. Before shipment, the parties must identify the exporter, importer of record or corresponding statutory importer, customs representative, clearance instructions and responsibility for required registrations and authorizations. These roles follow applicable law and the agreed delivery term. Seller's coordination of freight or documents does not, by itself, appoint Seller as Buyer's customs representative or European importer.
11.2 Import preparation. Unless the parties expressly agree a different lawful allocation consistent with the delivery term, Buyer arranges the eligible importer, required EORI or other registration, import permits, customs representative and import clearance. Where Seller is responsible for export clearance, Seller must arrange it through legally qualified parties and obtain the required export documents. A customs representative's authority and capacity, including any direct or indirect representation, must be established separately where required.
11.3 Reliable information. Each party is responsible for the accuracy and completeness of the information it provides or is required to obtain under the Contract. Relevant data may include product descriptions, classification inputs, customs value, manufacturing origin, producer identity, packing lists, transport documents and certificates. Neither party may request false values, misleading origin statements or unsupported classifications.
11.4 Classification and rulings. Indicative tariff codes, cost estimates and general trade information are not a binding customs ruling. A classification or origin ruling must be checked for its holder, product scope, validity and legal effect. This distinction does not excuse inaccurate factual descriptions or an expressly assumed classification service. Seller must not represent a particular duty rate or exemption as assured without an adequate transaction-specific basis.
11.5 Documentary presentation. The Contract must identify required commercial invoices, packing lists, transport documents, insurance documents, certificates and delivery deadlines. Original bills of lading, electronic transport records, sea waybills and release instructions must follow the agreed documentary and payment arrangements. No party may change the consignee, surrender documents or authorize cargo release contrary to those arrangements. Seller must correct a discrepancy within its responsibility promptly and at its own cost.
11.6 Statutory duties. Contractual cost allocation does not bind customs authorities or release a person from a statutory declaration, debt, recordkeeping or representation obligation. Each party must promptly report a material discrepancy and cooperate in lawful corrections. Seller must not ship knowing that a required document or authorization within its agreed responsibility is missing or materially unreliable without resolving the issue lawfully.
11.7 Customs transit and valuation. A destination port is not necessarily the place of release for free circulation. Where onward movement under a customs transit procedure is intended, the Contract or agreed clearance instructions must identify the responsible transit holder, representative, required guarantee and destination procedure. A transit movement does not remove applicable import obligations. In a chain of sales, the invoice and value used for customs must be determined under the applicable valuation rules; neither party may assume that the lowest upstream invoice is the lawful customs value. These allocations do not appoint Seller to an undeclared customs or transit role.
12Origin, trade measures and EU carbon requirements
12.1 Actual origin. The country of the trading company, invoice issuer, payment bank or shipping hub does not by itself determine the Goods' customs origin. Manufacturing origin and, where required, the country of melt and pour or other production information must be supported by appropriate documentation. Relabeling, transshipment or invoicing through the United States must not be used to conceal another origin.
12.2 Trade measures. Applicable measures may include ordinary customs duties, antidumping or countervailing duties, safeguards, quotas, restrictions and product-specific licensing. Their application depends on the Goods, classification, producer, origin, destination and legally relevant date. No general duty percentage, quota entitlement or exemption is guaranteed by these Terms. Agreed charge allocation remains subject to Section 5 and responsibility for a party's own breach.
12.3 CBAM. Where Goods fall within the European Union's Carbon Border Adjustment Mechanism (CBAM), the parties must determine the applicable scope, any lawful exemption and the responsible person before shipment. Unless otherwise lawfully agreed and consistent with the selected delivery term, Buyer must arrange an eligible authorized CBAM declarant or other legally responsible person and the required authorizations, declarations, purchase and surrender of certificates, and related compliance. Responsibility for those costs must be stated consistently with Sections 5 and 9. The EU regime is not assumed to apply identically to every European destination or every industrial product. Seller's own statutory and agreed data obligations remain unaffected.
12.4 Supporting data. Seller must obtain and provide the producer, installation, emissions, verification and other information expressly agreed or legally required from Seller for the relevant transaction. The Contract must identify the required data, responsible source and delivery deadline. Seller must flag unavailable or unreliable information before an affected commitment or shipment and cooperate on a lawful solution. Actual emissions, permitted default values and verified data must be distinguished. Neither party may describe unsupported emissions data, a zero-carbon assumption or a carbon-price deduction as verified. Use of a lawful default value does not, by itself, excuse failure to provide actual or verified data expressly required by the Contract.
12.5 Assessments and corrections. Additional assessments, corrections and related costs follow applicable law and the agreed allocation. The responsible party must provide reasonable evidence and allow the other party to review or participate where legally possible. A party cannot pass on a penalty or additional cost caused by its own false information, misconduct or contractual failure merely by referring to Buyer's importer status. Reimbursement of penalties is permitted only where lawful.
13Trade compliance and lawful conduct
13.1 Compliance. Each party must comply with sanctions, export controls, anticorruption, anti-money-laundering and other trade laws applicable to its activities under the Contract. Neither party may require conduct prohibited by those laws, including false documentation, prohibited diversion, circumvention or improper payments to public officials or private counterparties.
13.2 Checks and cooperation. The parties must provide reasonable, proportionate information needed for lawful counterparty, ownership, origin, destination and end-use checks. Confidential information must be protected under Section 23. A reasonable compliance inquiry is not an unrestricted right to access unrelated business records or confidential customer information.
13.3 Hold or prohibition. A party may suspend the affected performance where it reasonably identifies a legal prohibition or a material compliance issue requiring clarification. It must give a sufficiently specific explanation and a reasonable opportunity to resolve the issue, except where law prohibits disclosure or performance. Termination, blocked funds and refunds must be handled in accordance with applicable law; suspicion alone does not authorize permanent forfeiture of an advance.
14Certificates, inspection and release
14.1 Agreed documents. Required inspection documents, standards and document types must be identified in the Contract. Where EN 10204 Type 3.1, Type 3.2 or another specified document is required, it must be issued and validated by the appropriate parties in accordance with the agreed standard. Copies or electronic documents are acceptable only where consistent with the Contract and legal requirements. Seller must not alter results or represent a trader's statement as an original mill certificate.
14.2 Traceability and sampling. Documents must identify the relevant Goods, heat, batch or test unit to the extent required by the agreed specification. Test results support the unit or population covered by the applicable standard and sampling plan. They must not be extended to unrelated Goods, but valid lot-based sampling is not automatically limited to the individual specimen tested.
14.3 Inspection arrangements. The Contract must identify required inspection stages, responsible inspectors, acceptance criteria, notice periods and included costs. Buyer must arrange timely attendance where that is its responsibility. A missed optional inspection may be rescheduled or waived by written agreement. Seller must not bypass a mandatory inspection or a specifically agreed release condition merely because attendance is delayed.
14.4 Effect of inspection. Inspection or a release approval does not eliminate Seller's express conformity obligations or liability for concealed defects or misconduct. Certificates do not promise properties beyond their stated scope, but an agreed product standard or certificate requirement remains part of the Contract. Outsourcing a test does not automatically transfer every legal responsibility to the testing body.
15Receipt, inspection and defect notification
15.1 Receiving checks. Buyer must check for visible transport damage, package damage and apparent shortages promptly on receipt and record reservations with the carrier where necessary to preserve a claim. Buyer must examine the Goods and accompanying documents within a commercially reasonable time after physical receipt, considering the product, packaging, quantity and accessibility. The operational target for a fuller check is ten Business Days. This is not an automatic forfeiture deadline, an absolute limit for hidden defects, or permission to delay a carrier or insurer notice with a shorter deadline.
15.2 Notice. Buyer must notify Seller within a reasonable time after discovering, or when it reasonably should have discovered, a nonconformity. The notice should identify the order, affected Goods, heat or lot where available, nature of the issue and supporting photographs or records. Failure to notify has only the consequences permitted by applicable law. A delivery receipt alone is not conclusive acceptance of concealed or unexamined conformity.
15.3 Preservation and access. Buyer must reasonably preserve the affected Goods and evidence, stop further use where reasonably necessary to prevent avoidable damage, and allow a proportionate inspection. Goods must not be returned or destroyed without coordination, except where necessary for safety, legal compliance or urgent mitigation. Seller must respond promptly and must not use an inspection request to delay a legitimate remedy indefinitely.
15.4 Processing and separate claims. Processing or installation does not automatically extinguish a claim for a latent defect that could not reasonably have been identified earlier. Recovery may be affected to the extent avoidable loss was caused by continued use after a defect became apparent. Buyer must separately protect any carrier or insurer claim under Section 10.
16Express warranties and limited disclaimer
16.1 Conformity. Seller warrants that, at the contractual transfer of risk, the Goods conform to the specifications, descriptions and express commitments agreed in the Contract. Seller must also perform agreed documentary and Related Services obligations when due, using reasonable professional care. Seller's obligations are not limited to whatever remedy its mill or subcontractor voluntarily provides.
16.2 Title. Seller must transfer good title and may not deliver Goods subject to an undisclosed third-party lien or ownership claim contrary to the Contract. Any agreed purchase-money security arrangement must be specifically disclosed. Statutory title and noninfringement obligations are not excluded by a generic reference to upstream supplier terms.
16.3 Excluded causes. Seller is not responsible to the extent a problem is caused by Buyer's incorrect design or instructions, unsuitable storage after physical receipt, misuse, unauthorized modification or ordinary wear in normal use. This exclusion does not apply to the extent Seller contributed through a contractual failure or undertook the relevant design, storage or suitability obligation. Damage before physical receipt is assessed under the applicable risk allocation and Seller's remaining obligations, rather than automatically attributed to Buyer.
16.4 IMPORTANT WARRANTY DISCLAIMER. EXCEPT FOR THE EXPRESS WARRANTIES AND COMMITMENTS IN THE CONTRACT AND OBLIGATIONS THAT CANNOT LAWFULLY BE EXCLUDED, SELLER DISCLAIMS IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. THIS DISCLAIMER DOES NOT NEGATE AN AGREED SPECIFICATION, AN EXPRESS WARRANTY, SELLER'S TITLE OBLIGATIONS OR A NONWAIVABLE STATUTORY RIGHT.
17Remedies for nonconformity
17.1 Initial remedy. For a substantiated nonconformity attributable to Seller, Seller may initially choose a commercially reasonable repair, replacement or reperformance, or refund the price of the affected Goods or services. The remedy must be completed within a reasonable time and without unreasonably disrupting Buyer's legitimate use. A refund must be paid in money unless Buyer agrees to a credit. Subject to Sections 17.2, 17.3 and 18.3, this is Buyer's initial exclusive contractual remedy for the nonconformity. It does not postpone a legally required safety measure or restrict a remedy for defective title that cannot lawfully be made subject to this process.
17.2 Reasonable costs. Seller bears reasonable, necessary inspection, handling and transport costs directly required for its agreed remedy of a substantiated claim. Return instructions must be commercially reasonable and account for the Goods' location; Buyer is not automatically required to ship defective steel to the United States. Removal, reinstallation and other additional costs are assessed under the Contract and applicable law, not assumed to be included without limit.
17.3 Failure of remedy. If the agreed remedy fails of its essential purpose, is not provided within a reasonable time or cannot lawfully be made exclusive, Buyer retains the remedies available under applicable law. Any valid independent damage limitation remains subject to Section 18 and applicable law. Nothing permits Seller to repeat an ineffective remedy indefinitely.
17.4 Mitigation and no duplicate recovery. Each party must reasonably mitigate loss. Buyer should obtain approval before engaging third parties at Seller's expense, except for reasonable urgent measures needed to prevent imminent harm or additional loss. A party must not retain duplicate compensation for the same loss. Insurance payments, refunds and damages are taken into account only to the extent appropriate after allowing for lawful subrogation, repayment and reimbursement rights. The existence of insurance does not, by itself, release a responsible party or waive an insurer's claim.
18LIMITATION OF LIABILITY
18.1 EXCLUDED LOSSES. SUBJECT TO SECTION 18.3 AND TO THE EXTENT PERMITTED BY LAW, NEITHER PARTY IS LIABLE TO THE OTHER FOR CONSEQUENTIAL, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, LOSS OF PRODUCTION, LOSS OF BUSINESS OPPORTUNITY OR DOWNSTREAM CONTRACTUAL PENALTIES, ARISING FROM THE CONTRACT, WHETHER THE CLAIM IS IN CONTRACT, TORT OR OTHERWISE. THIS DOES NOT EXCLUDE AN EXPRESSLY AGREED REMEDY OR REASONABLE DIRECT COSTS RECOVERABLE UNDER SECTION 17. COMPENSATORY AMOUNTS PAYABLE TO THIRD PARTIES AND REASONABLE DEFENSE COSTS OTHERWISE RECOVERABLE UNDER SECTION 19 ARE GOVERNED BY THAT SECTION AND SECTIONS 18.2 AND 18.3, RATHER THAN EXCLUDED SOLELY BY THEIR CLASSIFICATION UNDER THIS SECTION 18.1.
18.2 AGGREGATE CAP. SUBJECT TO SECTION 18.3 AND TO THE EXTENT PERMITTED BY LAW, EACH PARTY'S AGGREGATE LIABILITY FOR DAMAGES AND REIMBURSEMENT OF COSTS ARISING FROM AN ORDER IS LIMITED TO 100% OF THE TOTAL PRICE PAID OR PAYABLE UNDER THE AFFECTED ORDER, INCLUDING AGREED RELATED SERVICES. THIS IS NOT A CAP BASED ONLY ON SELLER'S MARGIN OR COMMISSION. COST REIMBURSEMENTS UNDER SECTION 17 AND CLAIMS UNDER SECTION 19 COUNT TOWARD THE SAME CAP UNLESS SECTION 18.3 OR AN EXPRESS WRITTEN AGREEMENT PROVIDES OTHERWISE. THIS CAP DOES NOT LIMIT THE TRIBUNAL'S OR A COURT'S LAWFUL ALLOCATION OF DISPUTE RESOLUTION COSTS OR PREVENT AVAILABLE NONMONETARY RELIEF.
18.3 EXCEPTIONS. THE EXCLUSIONS AND CAPS IN SECTIONS 18.1 AND 18.2 DO NOT APPLY TO FRAUD, WILLFUL MISCONDUCT, GROSS NEGLIGENCE, DEATH OR PERSONAL INJURY CAUSED BY NEGLIGENCE, LIABILITY THAT CANNOT LAWFULLY BE LIMITED, OR LIABILITY EXPRESSLY ACCEPTED WITHOUT THE RELEVANT LIMITATION IN A NEGOTIATED WRITING. THEY DO NOT REDUCE BUYER'S OBLIGATION TO PAY AMOUNTS PROPERLY DUE, SELLER'S OBLIGATION TO REFUND AMOUNTS PROPERLY REFUNDABLE, OR A PARTY'S OBLIGATION TO RETURN PROPERTY BELONGING TO THE OTHER. THEY ALSO DO NOT REDUCE THE SPECIFIC INSURANCE OBLIGATIONS DESCRIBED IN SECTION 10.6.
18.4 Mandatory rights and time limits. The limitations apply only insofar as valid under the governing law and applicable mandatory rules, including rules concerning unconscionability, product liability and failure of an exclusive remedy. These Terms do not shorten an applicable statutory period for commencing a claim or action. Reasonable inspection and notice duties are distinct from a contractual limitation period.
19Third-party claims and indemnification
19.1 Responsibility for own conduct. Subject to Section 18, each party must indemnify the other against a third-party claim to the extent caused by its own breach of the Contract, negligent conduct or willful misconduct. Buyer's responsibility includes infringement caused by a design or material it supplies, but not an infringement caused by Seller's independent selection, unauthorized modification or other act for which Seller is responsible.
19.2 Proportionate scope. Indemnification extends only to losses and reasonable defense costs attributable to the indemnifying party's responsibility. It does not cover the other party's own negligence or misconduct, impose strict liability for unrelated suppliers, or require reimbursement of a fine or penalty where unlawful. Rights of authorities and third parties are not limited by this allocation.
19.3 Procedure. The party seeking protection must give prompt notice, reasonable information and an opportunity to participate in the defense. Delay affects protection only to the extent it causes prejudice. Any assumption of the defense must use appropriate counsel and respect conflicts of interest and insurer rights. No settlement may impose an admission, nonmonetary obligation or unreimbursed payment on the other party without its reasonable consent.
20Force majeure
20.1 Qualifying event. A party is excused from affected performance only to the extent prevented or materially delayed by an event outside its reasonable control that it could not reasonably have avoided or overcome. Qualifying events may include natural disaster, war, an extraordinary port closure, embargo or binding government prohibition, subject in each case to this test. A routine price increase, reduced profitability, lack of funds or ordinary supplier failure is not sufficient.
20.2 Notice and mitigation. The affected party must promptly describe the event, expected impact and mitigation measures, update the other party and resume performance when reasonably possible. A supplier event qualifies only where the same conditions are met and reasonable alternatives are unavailable. Delay caused by missing documents, avoidable noncompliance or the affected party's own failure is not force majeure.
20.3 Prolonged interruption. If a qualifying interruption continues for more than sixty consecutive calendar days and materially prevents or delays the affected part of the Contract, either party may terminate that part by written notice. Completed conforming performance remains payable. Within thirty calendar days after termination, Seller must refund advances attributable to contractual delivery or services not performed, subject to lawful payment restrictions and an expressly agreed allocation of identified custom work that Buyer receives or owns. Seller's payment to an upstream supplier does not alone justify retaining Buyer's advance. Contractual delivery is determined under Section 9. A transit loss or delay after risk has validly transferred to Buyer does not, by itself, create a refund right under this Section. Seller remains responsible for its own breach and any outstanding carriage, insurance or documentary obligation.
20.4 Existing obligations. Force majeure does not excuse amounts already properly due for completed performance, eliminate accrued claims or authorize unlawful shipment. A party must not recover both the retained value of custom work and its refunded price.
21Suspension and termination for breach
21.1 Material breach. A party may terminate the affected Contract for material breach after written notice describing the breach and allowing a reasonable opportunity to cure, ordinarily at least ten Business Days. Where the breach cannot be cured or immediate action is legally justified, the applicable legal remedy is preserved. Any adequate-assurance process must comply with Section 6.5 and applicable law rather than an inconsistent shorter deadline.
21.2 Limits on suspension. Suspension must be proportionate to the affected obligation and accompanied by reasonable steps to protect Goods and documents. Insolvency-related action, retention of property and acceleration of amounts remain subject to mandatory insolvency law. No provision permits automatic seizure or forfeiture merely because a bankruptcy proceeding exists.
21.3 Consequences. Termination does not affect accrued payment obligations, existing conformity claims or clauses intended to survive. Within thirty calendar days after termination, Seller must provide an account of advances and refund the amount not attributable to completed performance or another sum lawfully due under the Contract, subject to lawful payment restrictions. A genuine dispute over one amount does not justify retaining an undisputed refund. Neither party may recover the same loss twice. Section 9 continues to govern risk allocation for Goods already contractually delivered.
22Title, advances and security interests
22.1 Ownership distinct from risk. Ownership and transport risk are separate. Subject to applicable property law and Sections 22.2 and 22.3, title to identified Goods passes upon the later of full payment and contractual delivery under the agreed delivery rule, unless a different lawful arrangement is agreed. Any reservation of title in Goods already shipped or delivered has only the security effect allowed by applicable law. An advance does not, by itself, transfer ownership of unidentified mill stock or unallocated work in progress.
22.2 Credit sales. To the extent applicable Florida law treats retained title in shipped or delivered Goods as a security interest, that law governs its effect. Any credit arrangement requiring a security interest must be properly documented, identify the collateral and satisfy applicable creation, perfection and priority requirements. Buyer must reasonably cooperate with agreed, lawful formalities; these Terms alone do not represent that a security interest has been perfected.
22.3 Foreign Goods and proceeds. Retention of title, processing, resale proceeds and recovery in another country require assessment under the relevant property, insolvency and registration rules. These Terms do not claim automatic worldwide ownership of processed products, an automatic assignment of all Buyer's receivables or a right to enter Buyer's premises without lawful authority. Any additional security must be separately agreed and appropriately released when the secured obligation is discharged.
23Intellectual property, confidentiality and data
23.1 Materials and permitted use. Each party retains its preexisting intellectual property and proprietary materials. Buyer authorizes Seller and necessary suppliers to use supplied drawings and information solely for the agreed quotation and performance, subject to appropriate confidentiality and use restrictions. Ownership and permitted reuse of paid tooling, molds, new designs or engineering deliverables must be addressed in the Contract. No publicity, customer logo use or case-study publication is authorized merely by a sale.
23.2 Confidential information. Nonpublic commercial, technical, price and customer information received through the transaction must be used only for its legitimate purpose and disclosed only to persons who need it and are bound by appropriate duties. This obligation lasts five years after completion or termination, and for trade secrets as long as they remain protected. It excludes information the recipient can show was lawfully known without restriction, lawfully public, independently developed or received lawfully from another source without a confidentiality duty. A legally required disclosure is permitted to the extent required, with prior notice where lawful. A party discovering a material unauthorized disclosure must promptly notify the other party and reasonably cooperate on mitigation, subject to applicable law.
23.3 Records and personal data. Each party must retain transaction and traceability records for periods required by applicable law and agreed product obligations. Confidentiality does not require destruction of legally required records. Business-contact data must be processed lawfully, securely and only for legitimate purposes, with required notices and international-transfer safeguards. These Terms do not replace a privacy notice, a required data-processing agreement or a valid transfer mechanism, and do not obtain marketing consent.
24Governing law
24.1 Selected law. Subject to Section 24.3, the Contract and related contractual claims are governed by the substantive law of the State of Florida, United States, and applicable federal law, without applying conflict-of-laws rules that would select another jurisdiction's substantive contract law.
24.2 CISG exclusion. THE UNITED NATIONS CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS (CISG) IS EXPRESSLY EXCLUDED.
24.3 Mandatory law. This choice does not exclude mandatory laws that apply notwithstanding the chosen law, including relevant customs, sanctions, product-safety, nonwaivable product-liability, property and insolvency rules. It does not, by itself, establish the effectiveness of a foreign retention-of-title arrangement or release a legally designated importer or manufacturer from its duties.
25DISPUTE RESOLUTION AND ARBITRATION
25.1 Early discussions. A party must notify the other of a dispute with sufficient detail for a meaningful response. The parties will attempt good-faith resolution for thirty calendar days after receipt. Either party may take an earlier step necessary to preserve a limitation period, obtain urgent protection or comply with mandatory law. This discussion period does not shorten or suspend a statutory limitation period by itself.
25.2 AGREEMENT TO ARBITRATE. EXCEPT AS PROVIDED IN SECTION 25.4, THE PARTIES AGREE THAT DISPUTES OR CLAIMS ARISING FROM OR CONNECTED WITH THE CONTRACT, INCLUDING ITS INTERPRETATION, VALIDITY, PERFORMANCE, BREACH OR TERMINATION, WILL BE RESOLVED BY BINDING ARBITRATION ADMINISTERED BY THE INTERNATIONAL CENTRE FOR DISPUTE RESOLUTION (ICDR) UNDER ITS INTERNATIONAL ARBITRATION RULES IN EFFECT WHEN THE CASE BEGINS. FOR THOSE DISPUTES, THE PARTIES CHOOSE ARBITRATION RATHER THAN A COURT TRIAL OR JURY TRIAL. AN AWARD MAY BE RECOGNIZED AND ENFORCED BY A COURT WITH JURISDICTION.
25.3 Procedure. The legal seat is Miami, Florida, United States. There will be one arbitrator appointed under the applicable ICDR rules. The language is English. After consulting the parties, the arbitrator may conduct remote hearings or arrange another hearing location without changing the legal seat. The Federal Arbitration Act governs the arbitration agreement to the extent applicable, including its international-arbitration provisions. The tribunal must issue a reasoned written award and may allocate reasonable costs and attorneys' fees as permitted by the rules and applicable law. Arbitrability and the allocation of decisions between a court and the tribunal remain subject to those rules and mandatory law.
25.4 Courts and urgent relief. A party may seek interim or conservatory relief from a competent court or enforce an award wherever jurisdiction and assets permit, without waiving arbitration. Matters reserved to courts by mandatory law remain for those courts. This clause does not restrict lawful reports to regulators. If arbitration is finally held unavailable or unenforceable for a particular dispute, that dispute must be brought in the state courts in Sarasota County, Florida, or, where federal subject-matter jurisdiction exists, the United States District Court for the Middle District of Florida. For that limited purpose, each party consents to personal jurisdiction and venue in those courts, subject to mandatory jurisdiction rules. These Terms do not confer federal subject-matter jurisdiction where it does not otherwise exist.
25.5 Confidential proceedings. The parties must keep nonpublic submissions, evidence and awards confidential, except where disclosure is required by law, needed to pursue or protect a legal right, or reasonably necessary for professional advisers, insurers or auditors who are subject to appropriate duties. This provision does not restrict a lawful report to an authority, compliance with a court order or disclosure required for recognition or enforcement. It does not bind a court or promise that a court filing will remain confidential.
26Notices and general provisions
26.1 Notices. Operational notices may be sent to the contacts identified in the Order Confirmation. Formal contractual notices to Seller may be sent to info@firstussteel.com or to Seller's contractual notice address in the Order Confirmation, unless the Contract or applicable law requires a specific method. Each party must notify the other of a change to its notice details. A notice is effective upon actual receipt or another legally recognized basis, not merely because an email was sent. Court process, arbitration service and mandatory filing rules remain subject to the relevant procedural requirements.
26.2 Authority and assignment. Representatives accepting an order must have authority to bind their respective party. Neither party may transfer performance obligations without the other's written consent, not unreasonably withheld where credit, compliance and performance are not materially impaired. A lawful assignment of a receivable does not increase Buyer's obligations or remove applicable defenses, and payment instructions must be verified under Section 6.3.
26.3 Entire agreement and severability. The Contract records the agreed transaction and replaces prior inconsistent negotiations on that transaction, without excluding liability for fraud or negating an express commitment incorporated into the Contract. Failure to enforce a right is not a permanent waiver. If a provision is invalid, the remaining provisions survive to the extent permitted by law. Any replacement must have a lawful basis and must not automatically expand the invalid restriction. These Terms create no independent contractual enforcement right for a person who is not a party, except for a lawful assignee, successor or subrogated insurer, and do not restrict statutory rights of third parties.
26.4 Language and counterparts. The agreed English text controls over an informational translation unless the parties expressly agree otherwise, subject to mandatory language or disclosure rules. The Contract may be signed in counterparts and by a lawful electronic signature. An electronic record must remain attributable, accessible and retainable. These Terms apply only when validly incorporated into the relevant Contract.