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Terms and Conditions of Purchase for the Carbide Recycling Program

(1) Identity of Seller and Authorization
The online Carbide Recycling Program is intended for use only by customers of Kennametal products and is not intended for use by scrap metal brokers, dealers, agents, or those otherwise in the business of buying and selling scrap metals and materials. Accordingly, Seller represents that he, she, or it is: (i) a customer of Kennametal products; (ii) not a broker, dealer, agent or otherwise engaged in the business of buying and selling scrap material; and (iii) the rightful owner of the Recyclable Carbide or is authorized by the rightful owner as an employee, representative or agent to transfer all right and title to the Recyclable Carbide via the transaction or transactions contemplated hereby.

(2) Maximum Permissible Weight of Recyclable Carbide
The maximum weight of Recyclable Carbide that Seller or any of its agents or affiliates may sell to Kennametal in any one-month period via the online Carbide Recycling Program is 3,000 lbs. All sales and prospective sales by the Seller or any of its agents or affiliates in any one-month period must be aggregated to determine whether the maximum weight of 3,000 lbs. has been or will be exceeded. If Kennametal determines, in its sole discretion, that sales or prospective sales via the online Carbide Recycling Program violate or may violate the provisions of this Clause 2, then, at Kennametal’s discretion, all transactions with Seller may be considered null and void and Kennametal further reserves the right to reject all deliveries and materials from Seller with no additional notice to Seller. Seller shall bear transportation costs of all materials and/or deliveries rejected under this Clause 2. If Seller desires to sell more than the maximum permissible weight of Recyclable Carbide to Kennametal, Seller may not utilize the online Carbide Recycling Program but must, instead, contact a purchasing agent with Kennametal’s Metallurgical Group. An authorized representative of Kennametal shall determine whether and upon what terms to engage in a transaction and shall provide all applicable approvals and instructions.

(3) Confirmation Number
Seller must show the confirmation number on the packing list, bill of lading, and all shipping papers, correspondence and containers.

(4) Shipping Instructions
Recyclable Carbide is to be shipped in closed metal containers; no more than 1,000 lbs. of Recyclable Carbide shall be shipped in any single container. All shipping costs must be pre-paid by the Seller. In the event that Kennametal incurs any shipping costs on behalf of Seller, Seller acknowledges and agrees that Kennametal will deduct all such shipping costs from the final payment owed to the Seller.

(5) Acceptance of Material; Confirmation of Weight
Acceptance of any shipment of Recyclable Carbide is at Kennametal’s sole discretion; Kennametal may reject a shipment or any part of a shipment for any reason or no reason at all. No payment will be made for materials that are rejected by Kennametal. Upon acceptance of the Recyclable Carbide, Kennametal will verify and confirm the weight of the Recyclable Carbide. Kennametal’s determination of the weight of the Recyclable Carbide is final and payment will be made according to the weight confirmed by Kennametal.

(6) Price
Kennametal will honor the price quoted for a period of fifteen (15) days. Kennametal reserves the right, in its sole discretion, to adjust the price paid for Recyclable Carbide that is received later than thirty (30) days after the quotation date to the price that is in effect as of the date of receipt.

(7) Payment
Net 30 days.

(8) Hazardous Material
Kennametal cannot accept delivery of hazardous materials. “Hazardous materials” consist of any substance or material that has been determined by the U.S. Secretary of Transportation to be capable of posing an unreasonable risk to health, safety, and property when transported in commerce, and which has been so designated. The term includes hazardous substances, hazardous wastes, marine pollutants, elevated temperature materials, materials designated as hazardous in the HMT, and materials that meet the defining criteria for hazard classes and divisions in 49 CFR 173 and any other applicable rules and regulations. Seller represents that none of the materials transmitted to Kennametal pursuant to the Carbide Recycling Program consist of Hazardous Materials. Seller will be solely responsible for, and agrees to indemnify Kennametal for, any and all costs incurred by Kennametal in handling, transporting, or disposing of Hazardous Material transmitted to Kennametal by Seller pursuant to the Carbide Recycling Program (including, without limitation, any fines or penalties imposed by law, and any attorneys fees incurred by Kennametal to enforce the indemnification provisions of these terms and conditions).

(9) Defective or Non-Conforming Material
Recyclable Carbide must be free from contaminants, ceramics, cermets and steel. Upon receipt of materials from the Seller, Kennametal will determine if any material is defective or non-conforming. Kennametal shall have the right to reject any or all materials that are in Kennametal’s judgment defective or nonconforming. No payment will be made for defective or non-conforming materials. In addition to other rights or remedies available at law or equity, Kennametal may: (a) return the defective or non-conforming materials at Seller's risk and expense; or (b) arrange for the disposal of such defective or non-conforming materials at Seller's expense. Seller agrees to reimburse Kennametal for any expenses incurred by Kennametal for defective or non-conforming material within thirty (30) days of Seller’s receipt of a request for reimbursement under this provision.

(10) Force Majeure
Kennametal shall not be held responsible for acceptance of all or any part of materials tendered for delivery under this agreement if, due to federal, state or municipal action, statute, ordinance or regulation, acts of war, strike or other labor trouble, fire, windstorm, unusual fluctuations in the metals or commodities markets, or other incidents outside of Buyer's control, acceptance is impossible or impractical.

(11) Indemnity 
Seller shall defend and indemnify Kennametal, its employees, and agents against all damages, liabilities, claims, losses and expenses (including attorney's fees) from property damage, personal injury or death, or any economic loss arising out of, or resulting in any way from any act of omission of Seller, its agents, employees or subcontractors relating to the Recyclable Carbide purchased hereunder.

(12) Governing Law; Disputes
These terms and conditions shall be construed and interpreted in accordance with the laws of Pennsylvania without regard to its provisions concerning conflicts of laws, choice of law, choice of forum, or principles that might otherwise refer construction or interpretation of such terms and conditions to the substantive law of another jurisdiction. In case of any dispute arising hereunder, the parties hereby irrevocably (a) submit themselves to the non-exclusive jurisdiction of the state and federal courts sitting in Pennsylvania and (b) waive the right and hereby agree not to assert by way of motion, as a defense or otherwise, in any action, suit, or other legal proceeding brought in any such court, any claim that it or he is not subject to the jurisdiction of such court, that such action, suit, or proceeding is brought in an inconvenient forum, or that the venue of such action, suit, or proceeding is improper.

(13) Amendments and/or Modifications to Terms and Conditions
Seller acknowledges and understands that these terms and conditions may be amended unilaterally by Kennametal at any time and solely at Kennametal’s discretion.

(14) Entire Agreement
These terms and conditions constitute the exclusive terms and conditions of sale and purchase of the Recyclable Carbide between the parties. No other verbal or written understandings are part of the agreement between the parties. Any terms or conditions proposed by Seller that add to, vary from, or conflict with the terms herein are hereby objected to and shall be void.

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