PURCHASE ORDER

TERMS AND CONDITIONS – GOODS

1. AGREEMENT AND ACCEPTANCE. These terms and conditions, together with the purchase order,

statement of work and any other documents specifically adopted by reference in any such documents, constitute the entire

agreement between the parties (the “Agreement”). This Agreement constitutes the parties' entire contractual agreement

done and/or materials provided subject to an approved purchase order that is in the possession of the supplier prior to

commencement of any said work. Any acceptance by Seller is limited to acceptance of the express terms set forth in this

Agreement. Any proposal for additional or different terms or any attempt by Seller to vary in any degree any of the terms

of this offer is hereby objected to and rejected. Any such proposal shall not operate as a rejection of this offer unless the

variances are in the terms of the description, quantity, price or delivery schedule of the goods, but shall be deemed a

material alteration. Accordingly, this offer shall be deemed accepted by Seller without such additional or different terms.

If this Agreement shall be deemed an acceptance of a prior offer by Seller, the acceptance is expressly made conditional

on assent to the additional or different terms and such acceptance is limited to the express terms set forth in this

Agreement. Additional or different terms or any attempt by Seller to vary in any degree any of the terms of this

Agreement shall be deemed material and are objected to and rejected.

any actual or claimed patent, copyright or trademark infringement; (d) the goods shall be merchantable, safe and fit for the

Buyer's intended purposes, which purposes have been communicated to Seller; (e) the goods shall be adequately

contained, packaged, marked and labeled; and (f) the goods shall be manufactured in compliance with all applicable

federal, state and local laws, regulations or orders, and agency or association standards or other standards applicable to the

manufacture, labeling, transporting, licensing, approval or certification, including by way of illustration and not by way of

limitation, the Occupational Health and Safety Act, the Fair Labor Standards Act, and any law or order pertaining to

discrimination. These warranties shall be in addition to all other warranties, whether express, implied or statutory.

In the event that services are provided in connection with the supply of goods, Seller expressly warrants that the

services will be performed: (a) with due professional care; (b) in a workmanlike, professional, timely and diligent

the benefit of Buyer, its successors, assigns, customers and the users of Buyer's products. These warranties may not be

limited or disclaimed by Seller. Buyer’s approval of Seller’s design, material, process, drawing, specifications or the like

shall not be construed to relieve Seller of the warranties set forth herein, nor shall a waiver by Buyer of any drawing or

specification request for one or more articles constitute a waiver of any such requirements for the remaining articles to be

delivered hereunder unless so stated by Buyer in writing.

If Buyer experiences any defect, failure or non-conformity during the Warranty Period, Buyer shall have the right

to take the following actions, at Buyer's option: (1) retain the defective goods in whole or in part with an appropriate

adjustment in the price for the goods; (2) require Seller to cure defects in the goods within a reasonable period of time,

determined by Buyer in its sole discretion given the urgency of the given situation; (3) require Seller to repair or replace

For purposes of this Agreement, "Warranty Period" shall mean 12 months from the date of first use of the goods

by Buyer or 12 months from the date of acceptance by Buyer, whichever occurs later. Notwithstanding the foregoing,

Seller agrees to waive the expiration of the Warranty Period in the event there are failures or defects discovered after the

in similar quantities.

Seller will not be paid for any goods delivered or services performed that have not been authorized by an approved

purchase order prior to commencement of work or production. Buyer shall also receive the full benefit of all discounts,

premiums and other favorable terms of payment customarily offered by Seller to its customers for the same or similar

goods in similar quantities. In the event Seller reduces its price for the goods, Seller agrees to reduce the prices to Buyer

correspondingly. Seller warrants that the prices in this Agreement shall be complete, and no additional charges of any

type shall be added without Buyer's express written consent, including but not limited to, shipping, packaging, labeling,

custom duties, taxes, storage, insurance, boxing and crating. Standard terms are net 45 days unless otherwise specifically

indicated in the purchase order.

damage in transit shall be upon Seller, except where shipment is by Buyer's vehicle, in which case the risk of loss or

damage shall pass to Buyer upon completion of loading.

Seller shall not procure, produce or ship any goods unless authorized in writing by Buyer or as necessary to meet

specific delivery dates. Shipments in excess of those authorized by Buyer or shipments received by Buyer in advance of

the scheduled delivery date may be returned to Seller at Seller's expense, and such determination shall be at the sole

discretion of Buyer. Buyer may change shipping schedules or direct temporary suspension of such scheduled shipments.

Upon submission of proper invoices, Buyer shall process for payment. Seller shall present all invoices for goods and

services on a timely basis. All invoices must be received by Buyer no later than ninety (90) days after the delivery of

goods or completion of work. Time is of the essence in this regard. Any invoice received by Buyer later than said ninety

A. Buyer may terminate this Agreement or any order under this Agreement for cause in the event of any

default by Seller. The following are causes, among others, allowing Buyer to terminate this order: (i) late delivery, (ii)

delivery of goods that are defective or that do not conform to this Agreement, or (iii) failure upon request to provide

Buyer with reasonable assurances of future performance. Additionally, Buyer may forthwith cancel this Agreement in the

event of any of the following: (i) insolvency of Seller; (ii) the filing of an involuntary or voluntary petition of bankruptcy

against Seller; (iii) the execution by Seller of an assignment for the benefit of creditors; or (iv) the appointment of a

receiver over Seller's assets.

B. Buyer reserves the right to terminate this Agreement or any order under this Agreement for its sole

performed prior to the notice of termination. Within 30 days after receipt of a termination notice, Seller shall submit its

claim. Buyer reserves the right to verify the claim by auditing all relevant records. Seller shall not be paid for any work

performed after receipt of the notice of termination, nor for any costs incurred by Seller's suppliers or subcontractors

which Seller could reasonably have avoided. In no event shall Buyer be liable for loss of profits or other cancellation

if any, must be in writing and signed by a duly authorized representative of Buyer.

6. INSPECTION, ACCEPTANCE, REJECTION. Buyer may inspect the goods during any stage of their

manufacture, construction, preparation, delivery or completion. Buyer shall have the right to enter onto Seller’s premises

at reasonable times to verify that the materials covered by this order conform to all specified requirements and Seller

agrees to provide any and all supporting documentation required by Buyer or Buyer’s customers in the course of such

investigation. At Buyer's request, Seller shall submit production and quality test reports and related data.

Notwithstanding payment or prior inspection, if any of the goods and/or services are found to be defective in material or

workmanship or otherwise not in conformity with the requirements of this Agreement, in addition to any other remedies

that it may have, Buyer may correct or have corrected the non-conformity at Seller's expense or reject and return the

7. PAYMENT ADJUSTMENT FOR UNPERFORMED OR NON-CONFORMING WORK.

A. Without prejudice to any other rights, remedies or claims of the Owner, in the event that the Owner, in its sole

discretion, determines that the Supplier at any time has failed to comply with requirements of this Agreement, the Owner

shall have the right to withhold payments or backcharge amounts owed to the non-conforming Supplier (“Payment

Adjustment”) until such time as the non-conformity is remedied, or judgment is entered by lawful order of court or other

tribunal. Examples of such non-conformities include, but are not limited to:

(i) Failure to supply a sufficient number or quality of personnel or materials appropriate to perform the work;

(ii) Failure to timely comply with the project schedule;

(iii) Failure to complete the contracted-for work on time or as required in any respect;

determines that project scheduling will allow the Supplier an opportunity to cure the deficiency, then as soon as

practicable, the Owner shall execute and deliver to the Supplier a Notice Of Non-Conformance directing the Supplier in

writing to cure the nonconformance within a prescribed number of working days, and advising the Supplier that if the

deficiency is not cured, the Owner will take all necessary steps to cure the deficiency and will make a Payment

Adjustment equal to any costs so incurred. After the prescribed period has expired, if the deficiency has not been cured,

the Owner may itself provide, or have any other Supplier, any and all labor and materials necessary to correct the

deficiency. Owner will thereafter make a Payment Adjustment by issuing a Change Order reducing the amount of the

Contract payment for all costs and expenses it incurs in connection with the correction of such deficiency.

C. No Opportunity To Cure Allowed. Notwithstanding any provisions in the Contract Documents to the

conformance and stating that the Owner itself immediately shall undertake to cure the non-conformance and will make a

Payment Adjustment by issuing a Change Order reducing the amount of the Contract payment for all costs and expenses

so incurred.

8. INDEMNIFICATION AND INSURANCE.

A. To the fullest extent permitted by law, Seller agrees to indemnify, save harmless and defend Buyer and its

affiliated companies, their directors, officers, employees, agents and customers (“Indemnitees”) from and against any

loss, liabilities, costs, expenses, suits, actions, claims and all other obligations and proceedings, including without

limitation all judgments rendered against, and all fines and penalties imposed upon, Indemnitees and all attorney's fees

and any other cost of litigation (“Liabilities”) arising out of a breach hereof, warranty claims, product recall claims,

product liability claims, injuries to persons, including death, or damage to property caused by Seller, its employees,

B. At Seller’s own cost, Seller shall procure and maintain policies of insurance with reputable insurers with

AM Best Company’s or similar which have a financial rating of not less than “A-:VII” or “Excellent” or the equivalent

from a reputable rating agency (such as Standard and Poor’s). The policies of insurance shall be written on an occurrence

basis or on a claims made basis in which event insurance shall be maintained during the term of this Agreement. The

Seller shall maintain insurance coverage in amounts not less than the following: (a) Worker's Compensation – Statutory

Limits for the state or states in which this Agreement is to be performed (or evidence of authority to self-insure); (b)

Employer's Liability – $1,000,000; (c) Comprehensive General Liability (including Products/Completed Operations and

Blanket Contractual Liability) – $1,000,000 per person, $1,000,000 per occurrence (personal injury) and $1,000,000 per

occurrence (property damage), and (d) Automobile Liability (including owned, non-owned and hired vehicles) –

$1,000,000 per person, $1,000,000 per occurrence (personal injury) and $1,000,000 per occurrence (property damage).

certificates of insurance setting forth the amounts of coverage, policy numbers and dates of expiration for insurance

maintained by Seller. Such certificates shall provide that Buyer will receive 30 days prior written notification from the

insurer of any termination or reduction in the amount or scope of coverages. Renewal certificates, as required, shall be

forwarded to Buyer until the Seller completes the work as specified in this Agreement. Seller's purchase of insurance

coverage and the furnishing of certificates of insurance shall not release Seller of its obligations or liabilities under this

Agreement. In the event of Seller's breach of this provision, Buyer shall have the right to cancel the undelivered portion

of any goods or services covered by this Agreement and shall not be required to make further payments except for

conforming goods delivered or services rendered prior to cancellation.

9. REMEDIES. Buyer's rights and remedies shall be cumulative and in addition to any other rights or

10. TOOLS, BAILED PROPERTY. All supplies, materials, tools, jigs, dies, gauges, fixtures, molds,

patterns, equipment, ancillary products and other items furnished by Buyer ("Tools"), to Seller to perform this Agreement,

or for which Seller has been reimbursed by Buyer, shall be and remain the property of Buyer. Seller shall bear the risk of

equipment at Seller's plant, properly packed and marked in accordance with the requirements of the carrier selected by

Buyer to transport such property, or (b) to any location designated by Buyer, in which event Buyer shall pay Seller the

reasonable cost of delivering such property to such location. Buyer shall have the right to enter onto Seller's premises at

all reasonable times to inspect such property and Seller's records with respect to the property. Unless otherwise agreed by

Buyer, Seller at its own expense shall furnish, keep in good condition, and replace when necessary all Tools. Seller shall

insure the Tools with full fire and extended coverage insurance for replacement value. Buyer does not guarantee the

accuracy of any tooling or dies or the availability or suitability of any supplies or material furnished by it. Seller agrees

carefully to check and approve all tooling, dies or materials supplied by Buyer prior to using it. Seller shall assume all

risk of death or injury to persons or damage to property arising from use of tools, dies or materials supplied by Buyer.

chemicals" or "hazardous substances" or flammable or hazardous "petroleum products" as defined by any applicable

Federal, State or local law, rule or regulation, Seller shall provide at the time of delivery all required notices and

information, including without limitation, notices and information for OSHA, MSHA and Material Safety Data Sheets.

Seller agrees to maintain such information current and shall provide Buyer with any amended, altered or revised

information on a timely basis. Seller warrants that the goods supplied under this Agreement do not contain any substance

whose use is prohibited under Federal, State, or local law, including, but not limited to the Clean Air Act, the Toxic

Substance Control Act, or the Federal Insecticide Fungicide and Rodenticide Act, and that any applicable requirements

under these laws have been satisfied by Seller.

If requested by Buyer, Seller shall promptly furnish to Buyer in such form and detail as Buyer may direct: (a) a

bodily injury or property damage in the handling, transportation, processing, use, recycling or disposal of the goods.

13. INFORMATION AND DATA

A. Seller will furnish to Buyer, or another party designated by Buyer, without restrictions on use or

disclosure, all information and data Seller acquires or develops in the course of Seller’s activities under this Agreement.

At Buyer’s request, Seller also will discuss with Buyer or another party designated by Buyer, without restrictions on use

or disclosure, any potential design, quality or manufacturing problems or any issues experienced by Buyer relative to the

goods or Buyer’s use of the goods, including, without limitation, issues involving design, quality, functionality, interface

or integration functionality, application or manufacturing.

and apply the information and data of subsection A hereof, with no restrictions on use other than Seller’s patent rights.

C. With respect to inventions which Seller conceives or first reduces to practice in the course of Seller’s

activities under this Agreement, Seller grants to Buyer a permanent, paid-up, nonexclusive, worldwide license, with a

subsection C in the manufacture, use or sale of products manufactured by or for Buyer or any of its affiliated companies.

E. Seller grants to Buyer, and agrees to grant to any affiliated company designated by Buyer, a nonexclusive

license, on reasonable terms and conditions, to make, have made, use, have used and sell under any other patents now or

hereafter owned or controlled by Seller which cover any application of the technology embodied in the information or

data Seller acquires or develops in the course of Seller’s activities under this Agreement.

F. Unless otherwise indicated in writing by Buyer, Seller will use reasonable care to prevent disclosing to

others and will use only for the benefit of Buyer, (i) the technical information and data furnished by Buyer or developed

or acquired by Seller in its work under this Agreement, prior development agreement or early sourcing agreement for

and such third parties have agreed to conditions at least as stringent as those contained herein.

G. All technical information and data disclosed heretofore and hereafter by Seller to Buyer in connection

with this Agreement are disclosed on a nonconfidential basis.

14. MISCELLANEOUS.

A. ASSIGNMENT. This Agreement is entered into in reliance upon the Seller's personal performance of the

duties imposed. The Seller agrees not to, in whole or in part, assign this Agreement or delegate the performance of its

duties without the written consent of Buyer. Any such assignment or delegation without the previous written consent of

nonperforming party's fault or negligence, such as acts of God, fires, floods, windstorms, explosions, riots, natural

disasters, wars and sabotage. Written notice of such delay, including the anticipated duration of the delay, must be given

by the nonperforming party within ten (10) days of the event. During the period of any delay or failure to perform by

Seller, Buyer, at its option, may purchase goods from other sources and reduce its schedules to Seller by such quantities,

without liability to Buyer, or cause Seller to provide the goods from other sources in quantities and at times requested by

Buyer and at the price set forth in this Agreement. If requested by Buyer, Seller shall, within five (5) days of such

request, provide adequate assurance that the delay will not exceed such period of time as Buyer deems appropriate. If the

delay lasts more than the time period specified by Buyer, or Seller does not provide adequate assurance that the delay will

cease within such time period, Buyer may, among its other remedies, immediately cancel this Agreement without liability.

by Seller. Such information shall not be reproduced, used or disclosed to others by Seller without Buyer's prior written

consent, and shall be returned to Buyer upon demand or upon completion by Seller of its obligations under this

Agreement. Any information that Seller discloses to Buyer with respect to the design, manufacture, sale, or use of the

items covered by this Agreement shall be deemed to have been disclosed as part of the consideration for this Agreement,

D. GOVERNING LAW; DISPUTES. This Agreement shall be construed and interpreted in accordance with

the laws of the State of Illinois. All disputes shall be adjudicated exclusively in Illinois State Court (DuPage County) or,

if subject matter jurisdiction can be established, in the U.S. District Court for the Northern District of Illinois.

E. SET-OFF. In addition to any right of set-off provided by law, all amounts due Seller shall be considered

net of indebtedness of Seller to Buyer and its affiliated or related companies. Buyer shall have the right to reduce and

companies, may have against Seller, or its affiliated or related companies, under this Agreement or any other agreement

between the referenced parties.

profits or for incidental, special or consequential damages. Buyer’s liability for a claim of any kind or for any loss or

damage arising out of or in connection with or resulting from this Agreement, or from any performance or breach, shall in

no case exceed the price allocable to the goods or services or unit which directly gives rise to the claim.

H. INVENTIONS. If this order involves developmental or research activities, including engineering or

design services, all information developed in the course thereof shall be owned by Buyer and be deemed confidential and

proprietary property of Buyer whether patented or not and Seller shall cooperate (and cause its employees to cooperate) in

executing any documents and taking any other actions necessary or convenient to patent or otherwise perfect or protect for

the benefit of Buyer any inventions conceived, developed or reduced to practice in performance of this Agreement. If the

order does not involve developmental or research activities, but the goods covered by it are to be produced in accordance

shall be deemed to have included such taxes.

J. RELATIONSHIP OF PARTIES. Seller and Buyer are independent contracting parties and nothing in this

Agreement shall make either party the agent or legal representative of the other for any purpose whatsoever, nor does it

grant either party any authority to assume or to create any obligation on behalf of or in the name of the other.

K. SEVERABILITY. If any term of this Agreement is invalid or unenforceable under any statute,

regulation, ordinance, executive order or other rule of law, such term shall be deemed reformed or deleted, but only to the

extent necessary to comply with such statute, regulation, ordinance, order or rule, and the remaining provisions of this

Agreement shall remain in full force and effect.

Agreement, and to thereafter conduct random drug and alcohol testing of individuals providing goods and services under

this Agreement. Consistent with applicable law, Seller shall not assign any individual who has tested positive for drugs or

alcohol to provide goods and services under Agreement. Upon request, Seller shall provide Buyer with evidence of drug

testing results or, at Buyer’s election, certify to Buyer in writing that all individuals providing goods and services under

performing the obligations required pursuant to this Agreement, according to Buyer’s current travel policy in place as of

the effective date of the Agreement, copies of which are available upon request. All travelers are expected to exercise

discretion and good judgment when incurring business-related expenses, and to work to minimize expenses whenever

possible. All travel not deemed necessary is to be avoided. For the avoidance of doubt, the following is a brief summary

of Buyer’s travel policies:

1) The standard class for travel is economy. Business or First Class travel is not authorized.

2) Accommodations and services should be of a quality level to permit the conduct of business in an appropriate

3) The standard car rental class is intermediate. Exceptions are permitted if an intermediate car is not available,

handling, cleanup, treatment, storage and/or disposal of hazardous substances including, but not limited to, hazardous

materials or hazardous waste, Seller shall only assign individuals to handle any such hazardous substances who meet the

current training requirements for Hazardous Waste Operations and Emergency Response Standard (HAZWOPER), as

required by the Occupational Safety and Health Administration.

O. DOCUMENT RETENTION. Seller agrees to retain, preserve, protect, and maintain as necessary all

documents, data, and information (including electronically-stored documents, such as emails) related to Seller’s work for

the Buyer for a period of at least 12 years after the end of the term of the Agreement. Seller shall make available such

documents, data, and information at Buyer’s request at any time. If Seller chooses to maintain paper documents in an

electronic format, the electronic format must be an exact replica of the paper document. The Document Retention

provisions of this Agreement may only be modified by written work order or a written agreement between Buyer and

Code provides expectations for the legal and business issues we face every day and sets forth the overall principles of our

company. We require the Code and its overall principals to apply to all of our vendor and supplier colleagues.

Accordingly, we incorporate it by reference to these terms and conditions. You can obtain a copy of the Code at

http://www.suncoke.com/about-us/procurement.php. In certain situations, the Code refers to our Core Compliance

Policies. Those policies, too, are incorporated by reference and can be provided upon request.

 Conflict of Interest- No employee, officer or director may receive improper personal benefits, or arrange for

 Avoiding Improper Entertainment and Gifts- As a general rule, business courtesies may be provided or

 Harassment Free and Discrimination Free Workplace- We are committed to providing a work environment

This is not meant to be an exclusive list of Code requirements. There are other important parts of the Code and Suppliers

are encouraged to review the Code in its entirety.