1. Acceptance:

If applicable, Seller acknowledges that the terms and conditions of this purchase order are subject to its existing Agreement for Purchase of Goods and/or Services with Sohar Aluminium Company LLC ("Buyer") . In the absence of such an existing Agreement between Buyer and Seller, acceptance of the offer represented by Buyer’s purchase order is expressly limited to this Terms and Conditions of Purchase. Signing and returning the acknowledgment copy of the purchase order or, in any event, commencement of performance shall constitute unconditional acceptance of the purchase order. If Buyer does not receive Seller’s acceptance of the purchase order, Buyer shall be free to terminate the order at no cost. Any additional or different terms in Seller’s forms are hereby expressly rejected.

2. Specifications:

All products and/or services furnished under this purchase order must comply with any applicable specification of Buyer unless Seller has obtained Buyer’s prior written permission to make changes. In the event that there is a conflict between Seller’s published specification and Buyer’s specification, Seller agrees to immediately advise Buyer in writing and proceed with this order on th e basis of Buyer’s specification.

3. Price:

Prices shall be fixed as specified in this order and are inclusive of any additional taxes, customs duties, clearances and other charges, and the costs of packaging, delivery, storage, off -loading and insurance. Invoices hereunder shall be issued by Seller upon shipment of products or completion of services, unless mutually agreed in writing otherwise. All payments for invoices properly rendered shall be made within 30 days from date of receipt of invoice from Seller. Payment of an invoice does not prelude our right to check and object to invoices. Seller agrees that any price reduction made in products or services covered by this order subsequent to the placement of this order will be applicable to this order. If not specified otherwise, prices include shipment . Buyer shall be entitled to set off monies due to Seller from any claims that Buyer may have against Seller.

4. Changes:

Buyer may, at no charge, request rescheduling of the d elivery of any order for products and/or services. Buyer reserves the right at any time to make changes in drawings, designs, specifications, quantities and delivery schedules as to any products and/or services covered by this order. Any differences in price or time for performance resulting from such changes shall be equitably adjusted, agreed to by Buyer in advance and shown on a supplemental purchase order.

5. Delivery:

Time is of the essence. Deliveries of products or services ordered hereunder are to be made both in the quantities and at the times specified by this order. Buyer shall have the right, at no charge to Buyer, to cancel this order if shipment or performance is not made in accordance with such schedules for quantities or time periods.

6. Force Majeure:

Seller shall not be liable for delays in or failure to deliver to the extent such delay or failure is due to causes beyond its reasonable control and which were not foreseeable, provided written notification of excusable delay is given to Buye r within ten (10) days of the occurrence causing same. In such event, Buyer may, in addition to any other rights granted herein or under the law, terminate this order, in whole or in part, without liability on account thereof. Notwithstanding the above, whenever an actual or potential labor dispute delays or threatens to delay the timely performance of this order, Seller will immediately notify Buyer of such dispute and furnish all relevant details.

7. Title and Risk of Loss:

Title to and risk of loss or damage to, the products and/or services shall transfer to Buyer at the time Seller delivers and Buyer accepts the products and/or services.

8. Inspection:

Payment for the products or services furnished hereunder shall not constitute acceptance thereof. All products and/or services are subject to Buyer’s inspection at the source if deemed necessary by Buyer (or required by government regulation ). If any of the products or services are found at any time to be defective in design, material or workmanship, or ot herwise not in conformity with the requirements of this order, Buyer in addition to any other rights which it may have under warranties or otherwise, shall have the right to rejec t and return such products and/or services at Seller’s expense. Such products and/or services shall not be replaced without Buyer’s prior written authorization.

9. Warranties:

Seller represents and warrants that all products and services covered by this order are merchantable, free from defects in design, material and workmanship, are suitable for the purpose intended, whether express or implied, and conform to specifications, instructions, drawings, data, samples and other descriptions furnished by Buyer for a period of 12 months from the time of acceptance of delivery as per Clau se 7.

Seller warrants that all services shall be performed in a professional and workmanlike manner in accordance with standard industry practice. Seller further warrants that it has good and warrantable title to the products and services. In the event of any failure to meet any of these warranties,

Buyer may, in addition to any other rights it may have, at its option,

(i) return the defective products or services to Seller at Seller’s risk of loss, damage and expense

(ii) repair, repurchase or replace for itself all products and/or services failing to meet the above warranties. All costs incurred during this process of repair, repurchase or replacement of Seller’s products or services shall be charged to and borne by Seller. Seller shall pay any such invoice within thirty (30) days from receipt. Defective products returned to Seller shall be repaired or replaced, at Buyer’s discretion, by Seller at no cost to Buyer and such repaired or replacement products shall be shipped to Buyer within ten (10) days of receipt by Seller of the defective products, unless otherwise specified by Buyer.

10. Gratuities:

Seller warrants that it has not and will not offer or give to any employee, agent or representative of Buyer any gratuity with a view toward securing any business from Buyer. Any breach of this warranty shall be a material breach of each and every contract between Buyer and Seller.

13. Insurance:

Seller shall maintain at all times during the performance of the contract for Buyer under the contract which results from the acceptance of this order, a commercial general liability insurance including products -completed operations, contractual liability coverages, bodily injury and property damage. Seller shall furnish to Buyer, upon request, an insurance certificate evidencing the above coverages.

14. Confidential Information:

All of the information belonging to or supplied by or on behalf of Buyer here under is confidential and/or proprietary and shall be treated as confidential and/or proprietary. Seller shall not, without prior written consent of Buyer, use or disclose any data, designs, drawings, specifications, know-how or other information belonging to or supplied by or on behalf of Buyer, except in performance of orders for Buyer.

15. Termination:

Buyer, by written notice, may terminate this order in whole or in part. In the event this order is terminated as a result of Seller’s default, Seller shall be liable for damages, including the excess cost of procuring similar items and Buyer shall have the right to offset any damages against any and all sums owing to Seller. If this order is terminated for the convenience of Buyer, Seller shall be compensa ted proportionately to the extent that products and/or services have been accepted by Buyer prior to the effective date of termination. Other than to this extent, Buyer shall not be liable to Seller for any damages on account of its failure to accept all of the products and/or services ordered.

16. Remedies:

The remedies herein reserved shall be cumulative and additional to any other or further remedies provided at law. No delay or failure by either party to exercise or enforce at any time any right or pro vision in this order shall be considered a waiver thereof or of such party’s right thereafter to exercise or enforce each and every right and provision of this order. To be valid, waivers shall be in writing but no single waiver shall constitute a continuing or subsequent waiver.