Purchasing Conditions – Hard Metal Recycling Program

(1) Seller's Identity and Authorization

The cemented carbide recycling program is intended for Kennametal's customers and not for use by recycling companies, scrap dealers, or other businesses whose business involves buying and selling recyclable materials. Accordingly, the seller declares that (i) they are a Kennametal customer; (ii) a recycling company, scrap dealer, or other business whose business involves buying and selling recyclable materials; (iii) as the rightful owner of the cemented carbide or authorized by the rightful owner as an employee, agent, or representative to transfer all rights and title to the cemented carbide through the transaction(s) intended under this agreement.

(2) Confirmation number

The seller must indicate the confirmation number on the packing list, the waybill, all shipping documents, any correspondence and all containers.

(3) Shipping Instructions

Recyclable cemented carbide must be shipped in suitable containers; no more than 500 kg of recyclable cemented carbide may be shipped in one container. All shipping costs must be paid in advance by the seller. In the event that Kennametal incurs shipping costs on behalf of the seller, the seller agrees that Kennametal may deduct these shipping costs from the final payment owed to the seller.

(4) Acceptance of Material; Weight Confirmation

The acceptance of a shipment of recyclable cemented carbide is at Kennametal's sole discretion; Kennametal may refuse a shipment or part of a shipment for any reason or without giving any reason. No payment will be made for materials refused by Kennametal. Upon acceptance of recyclable cemented carbide, the weight of the recyclable cemented carbide must be verified and confirmed by Kennametal. The weight determined by Kennametal is legally binding, and payment will be made according to the weight confirmed by Kennametal.

(5) Transfer of material rights

The transfer of ownership of the recyclable hard metal shall take place unconditionally upon acceptance in accordance with paragraph (4) and irrespective of payment of the purchase price.

(6) Price

Kennametal will honor the quoted price for a period of 15 days. Kennametal reserves the right, at its sole discretion, to adjust the price of recyclable cemented carbide received more than thirty (30) days after the offer date to the price in effect at the time of receipt.

(7) Payment

Net 30 days.

(8) Dangerous Goods

Kennametal cannot accept shipments of dangerous goods. “Dangerous goods” consists of substances or materials that international bodies, such as IATA, the USA, and other states and groups of states, have determined may pose a high risk to health, safety, and property during transport in trade; these are marked accordingly. The term includes hazardous substances, hazardous waste, marine pollutants, elevated temperature materials, and materials classified as dangerous. The Seller warrants that none of the materials supplied to Kennametal under the Hard Metal Recycling Program consist of dangerous substances. The Seller is solely responsible and agrees to indemnify Kennametal for all costs incurred by Kennametal in handling, transporting, or disposing of dangerous goods supplied to Kennametal under the Hard Metal Recycling Program, including, but not limited to, all statutory penalties, attorneys' fees, and court costs.

(9) Defective or Non-Conforming Material

Recyclable cemented carbide must be free of impurities, ceramics, cermet, and steel. Upon receipt of the materials, Kennametal will determine whether any material is defective or non-conforming. Kennametal has the right to reject some or all of the materials that, in Kennametal's judgment, are defective or non-conforming. No payment will be made for defective or non-conforming materials. In addition to any other rights or remedies available at law or in equity, Kennametal may: (a) return the defective or non-conforming materials at the seller's risk and expense; or (b) arrange for the disposal of such defective or non-conforming materials at the seller's expense. The seller agrees to reimburse Kennametal for all costs incurred in the shipment of unsuitable material within 30 days of notification thereof.

(10) Force Majeure

Kennametal shall not be responsible for accepting all or part of the materials offered for delivery under this Agreement if acceptance is prevented by federal, state, or local government actions, laws, ordinances, or regulations, acts of war, strikes or other labor disputes, fire, storm, exceptional fluctuations in the metal or commodity market, or other events beyond the Buyer's control.

(11) Indemnification

The Seller shall defend and indemnify Kennametal, its employees, and agents against all damages, liabilities, claims, losses, and expenses (including attorneys' fees) arising out of or in any way related to any act or omission of the Seller, its agents, employees, or subcontractors in connection with or in any way resulting from the recycled hard metal purchased under this Agreement.

(12) Jurisdiction and Applicable Law

12.1 The place of jurisdiction is Nuremberg, unless another place of jurisdiction is mandatory under applicable law.

12.2 The contractual relationship is governed by German law, excluding the UN Convention on Contracts for the International Sale of Goods (CISG) and the conflict of laws rules of private international law.