GSM Products

Globe Specialty Metals Products

 GENERAL CONDITIONS OF PURCHASE

1.      ACCEPTANCE:

“This order is an offer by the Buyer subject to the terms and conditions herein set forth, and will not be binding unless and until the Seller’s written acceptance on a duplicate hereof has been received by the Buyer.  Terms or conditions stated by the Seller in acknowledging receipt of this order shall not be binding on the Buyer if in conflict with, or in addition to, any of the provisions of this of order unless expressly agreed to in writing by the Buyer, notwithstanding the Buyer’s act of accepting or paying for any shipment or similar act to the Buyer.  This order when accepted by the Seller, shall constitute the entire contract between the parties.”

Send advice of shipment as soon as any goods are forwarded pursuant to this Purchase Order, giving Purchase Order number, description of goods and, if shipment is by carload, car initials, numbers, routing, and date of shipment.

Shipping notices and detailed packing lists incorporating data requested above may be forwarded on Seller’s forms.  Send 2 copies of each notice to Buyer.

Goods arriving without proper notices will be held until desired information is received and all costs incidental thereto will be charged to Seller.

2.      PURCHASE ORDER NUMBER:

Buyer’s Purchase Order number will be found in the upper right hand corner of the face of this Purchase Order and must be plainly marked on all shipments.

3.      C.L. SHIPMENTS:

Cars must be loaded to carload minimums or Seller will be charged with any excess freight which Buyer shall be required to pay because of failure so to load.

Each car must be carded with the name of Seller, the quantity and description of each item, size and grade of goods and Buyer’s Purchase Order number.

4.      WARRANTIES:

All goods furnished must conform strictly to specifications, drawings, samples or other descriptions furnished; the workmanship and, where the materials to be used or not specified, the materials must be the best of their respective kinds.  All goods will be subject to inspection and approval by Buyer.  Final inspection will be made after receipt of the goods by Buyer; if rejected, they will be held for disposition at Seller’s risk and expense and any payment on account thereof shall be promptly refunded by Seller.  Any inspection or approval at Seller’s works or elsewhere during or after manufacture, whether or not such inspection or approval be provided for by the terms of this Purchase Order, shall be provisional only and shall not constitute final acceptance or be construed as a waiver of the foregoing right of inspection and approval or rejection after receipt of the goods by Buyer.  If specifications for the manufacture of goods covered by this Purchase Order have been given by Buyer, Seller may be given a reasonable opportunity to correct defects after the receipt of such goods by Buyer but only in case correction can be made within a reasonable time.  Seller expressly warrants that Seller is transferring good title to the goods furnished pursuant to this Purchase Order and that said goods are fit and sufficient for the purpose intended, the goods are merchantable, of good quality, and free from defects, whether patent or latent, in materials and workmanship.  Seller guarantees that such goods or any part thereof found defective within one year after being put into use by Buyer will be replaced without charge.  Such replacement is without prejudice to any other remedy of Buyer.

5.      QUANTITY:

The quantity of goods delivered by Seller pursuant to this Purchase Order shall not exceed not be less than the quantity specified, without Buyer’s prior written permission.

6.      DELIVERY:

Delivery must be affected within the time stated in this Purchase Order, otherwise Buyer (a) may extend the time for delivery or (b) may cancel this Purchase Order, and Buyer shall not be liable to Seller for any cost, expense, or loss whatsoever occasioned by such cancellation.  “Time is of the essence and risk of loss of any materials furnished by the Seller hereunder shall remain with Seller until such materials are actually received and accepted by Buyer.”

No charge will be allowed for cartage, boxing, crating or other packing unless specifically agreed to in writing by Buyer.

7.      ROUTING:

All goods must be forwarded by the route and class of service taking the lowest transportation rate (including rail, motor truck, express and parcel post) or in accordance with such special shipping instructions as may be issued by Buyer.  Any extra transportation cost resulting from failure to comply with this Section 7 will be charged to Seller’s account.  When the applicable carrier’s tariffs do not include insurance, all shipments must be forwarded properly insured.

8.      INVOICES AND STATEMENTS:

Unless otherwise specified, itemized invoices, in triplicate or such larger number as may be requested, and on Seller’s forms, must be rendered to Buyer at the time each shipment, accompanied by original Bill Lading or express receipt, otherwise Buyer cannot prevent delays in payment.

Each invoice shall include: (a) Buyer’s Purchase Order number, (b) date and method of shipment, (c) terms of shipment, i.e., f.o.b. point of shipment, freight allowed; or f.o.b. destination, (d) whether the shipment moved prepaid or collect, (e) car initials and numbers and routing, if shipment was made by railroad, (f) itemized quantities and description and the applicable prices of the goods shipped, (g) discount terms and (h) stock number.  Monthly statements of account, if rendered, should be mailed to Buyer.

9.      TERMS:

Invoices shall be payable on the 60th day following shipment, if the price and payment terms of the invoices shall be in accordance with the price and payment terms specified in this Purchase Order and if the goods shall have been received in apparent good condition.  Payment of invoices does not constitute acceptance of goods, articles, work or labor covered by Purchase Order (and payment thereof is without prejudice to any and all claims of the buyer against the Seller).

Drafts for the purchase made under this Purchase Order will not be honored.  C.O.D. delivery without Buyer’s prior written consent will not be accepted and will be at Seller’s risk.

10.  INDEMNITY:

Seller will indemnify and save harmless Buyer, its successors and assigns, any principal or principals for whom it may be acting, whether or not such agency is disclosed, and any purchaser form or through it of the goods or work furnished under this Purchase Order from and against all costs, damages and expenses of any kind or nature whatsoever, which may arise out of or result from or be reasonably incurred in contesting any claim by any person, firm or corporation that the manufacture, purchase, use or sale of any said goods infringe or contribute to the infringement of any letters patent.  Without prejudice to the generality of the foregoing, at the request of Buyer, Seller will defend at its own expense, any suit brought against Buyer to enforce any such claim, it being understood that Buyer will give Seller notice in writing of the starting of any such suit, and will render all reasonable assistance which the Seller may desire in defending such suit, Seller herby agreeing to reimburse Buyer upon demand for any such expense incurred by it in rendering such assistance.

Seller will also indemnify and save harmless Buyer from and against loss of or damage to patterns, molds, templates or materials delivered to Seller by or for Buyer so long as the same shall be in Seller’s possession, however such loss or damage may occur.

Seller further will indemnify and save harmless Buyer, its agents and employees from and against any and all liability for loss of or damage to property, or injury to or death of any person or persons, arising from or growing out of the work or operations under this Purchase Order, including all expenses, costs and attorney’s fees incurred in connection therewith, however such injury or death may be caused, whether caused or alleged to be caused by the negligence of Buyer, its employees or its agents, the condition of the premises, or otherwise. Buyer may withhold from an amounts at any time payable to Seller under this Purchase Order such sum as Buyer may deem necessary to protect itself against possible loss or expense arising hereunder, without limiting its right to other legal action.

11.  WORKMEN’S COMPENSATION LAWS, ETC.:

Seller will comply with all provisions of the Federal and State Workmen’s Compensation laws and other applicable laws relating to or affecting the employment of labor, as may be appropriate to this Purchase Order.

12.  LIENS:

All goods delivered and labor performed under this Purchase Order shall be free of all liens and, if Buyer requests, a proper release of all liens or satisfactory evidence of freedom from liens will be delivered to Buyer.

13.  ASSIGNMENT:

This Purchase Order or moneys payable hereunder shall not be assigned in whole or in part without Buyer’s prior written permission.

14.  CHANGE ORDERS AND MODIFICATIONS:

Buyer reserves the right to make changes in specifications, drawings and data incorporated where the goods to be furnished are to be specially manufactured and in methods of shipment or packaging or in the time or place of delivery.  If any such change varies the costs of or time required for performance, an equitable adjustment shall be made in the price and/or delivery schedule.  Change Orders may be made only when signed by Buyer and any claim by Seller that such order will require a price increase or extension of time must be made by Seller in writing within ten days of receipt of the Change Order.  All modifications of this Purchase Order must be made in writing and signed by Buyer.

15.  CONFIDENTIAL NATURE OF INFORMATION:

All information on or in connection with this Purchase Order or any drawings or specifications pertaining hereto, being the sole property of the Buyer, are to be treated as confidential, and shall not be disclosed in any manner to any other person, firm or corporation without the express written consent of the buyer.

16.  GOVERNING LAW, CONSENT TO JURISDICTION and WAIVER OF JURY TRIAL:

All terms and conditions of this Purchase Order shall be expressly governed by the laws of the State of Ohio and Buyer and Seller consent to the exclusive jurisdiction of any court located in the State of Ohio and they expressly waive any right to a trial by jury.

17.  FEDERAL AND STATE REQUIREMENTS:

Seller warrants that the goods furnished pursuant to this Purchase Order comply with the provisions of all applicable Federal and State health and safety laws and regulations.  Seller specifically agrees to indemnify and save harmless Buyer and its agents from any and all costs, damages, fines or assessments resulting from failure of goods covered by this Purchase Order to comply with the provisions of the aforesaid laws and regulations. Seller meets and shall comply with Buyer’s Procurement Guidelines, attached.

18.  EQUAL EMPLOYMENT OPPORTUNITY:

Seller agrees that unless specifically exempted, to the extent applicable, Seller will comply with all equal opportunity requirements, including, but not limited to , Executive Order 11246 (41 CRF 60-1 and 60-2), relating to equal employment opportunity and nonsegregated facilities; Executive Order 11625 (41 CFR 1-1.13), relating to the utilization of minority business enterprises; the Vietnam Era Readjustment Assistance
Act of 1974 (41 CFR 60-250) and Executive Order 11701 relating to the employment of veterans; the Rehabilitation Act of 1973 (41 CFR 60-741) and Executive Order 11758 and 12086 relating to the employment of handicapped persons; and all amendments thereto and all regulations, rules and orders issued thereunder.

19.  RESPONSIBILITY UNDER MSHA OF 1977:

Seller agrees to comply with the training provisions of the Mine Safety and Health Act of 1977 (MSHA) with respect to Seller’s employees.  Arrangements for the training of employees and the cost of training are the responsibility of Seller.  Each employee of Seller shall have in his possession a current MSHA Certificate of Training (MSHA 5000-23) for presentation to Buyer’s representative prior to entering Buyer’s premises.  Seller’s employees who have not me the mandatory MSHA training requirements may be prohibited from entering Buyer’s premises.



GLOBE GROUP PROCUREMENT GUIDELINES


1.  To Our Suppliers

The Globe Group is committed to conducting its business activities ethically and in accordance with the law, utilizing good governance and procurement practices. We procure from you, our suppliers, a wide variety of goods and services that enable us to provide products to our customers. Consequently, to assure that we fulfill our corporate responsibility, we believe it is essential for you to understand our management philosophy and to support our procurement activities accordingly. This Procurement Guidelines was created to help you better understand our procurement activities and to enlist your cooperation in helping us fulfill our objectives.

2. Basic Procurement Policies

a)      The Globe Group will build fair partnerships with suppliers, based on mutual trust.

b)      Exercising high ethical standards, we will conduct our procurement activities in strict compliance with both the letter and spirit of laws and regulations, both national and international, in every region where we operate.

c)      Suppliers must strive to reduce the environmental impacts of their activities and must operate with best in class health, safety and environmental practices.

d)     We will always seek stability, quality, and competitive price, and uninterrupted delivery from suppliers.

e)      Financial health.

 

a)      Partnership: to forge good partnerships, we believe that our suppliers must meet the requirements below.

                    i.            A stable management foundation

                  ii.            Conducts its business activities in strict compliance with laws and regulations.

                iii.            Has strong technical competencies that enable it contribute to Globe products

                iv.            Ability to continuously supply materials that meet or exceed quality requirements

                  v.            Ability to supply the most cost-competitive materials

                vi.            Ability to supply goods at the right time and in the right quantity

 

b)      Ethical Procurement:

                    i.            We are committed to conducting all our activities in accordance with the highest ethical standards. We expect you to likewise maintain the highest code of ethics.

                  ii.            The Globe Group does not make reciprocal deals, as all its dealings with suppliers are based on fair and impartial relationships

                iii.            We ask you to fully understand the content and intent of the Globe Code of Conduct (found at www.glbsm.com) and to conduct your business activities accordingly. We would like you to ask and assure that your own business partners (sub-suppliers, from Globe's perspective) comply with a similar supplier code of conduct.

                iv.            We in the Globe Group will meet the expectations of our customers while conducting operations that comply with local, national, and international laws, and regulations. It is imperative that you, our suppliers, also understand that you must carry out all aspects of your business activities in compliance with the laws and regulations of the country or region in which you operate. You need a system to identify and remain compliant with all applicable laws, regulations and codes, including any amendments.

c)      Health, Safety and the Environment

                    i.             Health and safety are the most fundamental of all concerns. We place the highest importance on promoting the creation of a safe work environment and on maintaining and enhancing the health of our employees. We do this by, for example, identifying and assessing potential hazards and risks within our operations in order to prevent accidents and occupational injuries. When, despite our efforts, an accident does occur, we thoroughly analyze the root cause and take steps to prevent similar accidents and occupational injuries. We would like you to take similar actions to provide, maintain and improve the safety, sanitation and health of your work environment so that your employees can feel safe.

                  ii.            We ask you to remember that adequate environmental care is essential for any manufacturer of products for global markets, and we expect you to minimize the adverse effects of your manufacturing processes on society, the environment and natural resources.

                iii.            Therefore, we require suppliers of production materials in particular to: maintain and manage environmentally considerate production processes; comply with applicable environmental, health and safety legislation, control substances in products so as to prevent the inclusion of controlled materials as stipulated separately, prepare supporting data (to enable Globe to comply with customer requirements); maintain compliance with legislation on industrial waste management and pollution control

                iv.            We reserve the right to verify and evaluate our suppliers' state of compliance against the requirements imposed by these guidelines. If an on-site audit is needed, we will contact you in advance to discuss the schedule.

d)     Cost/Quality:

                    i.            The cost of the raw materials or parts that you provide significantly impacts the cost competitiveness of Globe products. We therefore expect your prices to be highly competitive against the rest of the market, and we expect you to actively drive ongoing cost-reduction and streamlining activities.

                  ii.            The volume and delivery requirements of our customers varies, and we need to be able to produce product in a timely manner and with a minimal amount of waste so that we can immediately respond to their requirements. Therefore, we expect you to strictly manage delivery schedules by maintaining close communication with us. You are also expected to be able to flexibly accommodate changes in demand for raw materials and parts. Promised delivery dates are to be met, and continuous efforts are to be made to shorten lead-times.

                iii.            The quality of the raw materials, parts and other goods that we purchase from you affects the performance of our products. A satisfactory level of quality for raw materials and parts is contingent on your having an effective quality assurance system.

                iv.            Demonstration of ample supply of quality raw materials.

                  v.            In the case of mined products, present reserve studies, engineering and safety reports to demonstrate ample proven reserves in accordance with internal and/or SEC guidelines of in-spec resources on a continuous, uninterrupted basis with sufficient alternatives (at the same quality and cost) in case the relevant resource/operation is unavailable for any reason.  In addition, provide MSHA violation history to demonstrate that there are no operating issues.

e)      Financial Stability/Capacity:

                    i.            Submit for review historical and projected financial statements and business plans upon request to demonstrate (i) financial viability and (ii) past and future fiscal responsibility.

                  ii.            We reserve the right to verify and evaluate our suppliers' financial state. If an on-site audit is needed, we will contact you in advance to discuss the schedule.

                  iii.            Failure to pass such reviews/audits may result in cancellation of the contract.

3.  Additional Conduct Requirements

i.                    Suppliers shall not engage in discrimination based on race, color, age, gender, sexual orientation, ethnicity, disability, pregnancy, religion, political affiliation, union membership or marital status in hiring and employment practices such as promotions, rewards, and access to training. Employees shall be able to communicate openly with management regarding the working environment without fear of discrimination, reprisal, intimidation or harassment.

ii.                  Suppliers must recognize that the quality of products and services are enhanced by a safe and healthy work environment. The health and safety standards are: 1) Occupational Safety Employee exposure to potential safety hazards (e.g., electrical and other energy sources, fire, vehicle, and fall hazards) are to be controlled through proper design, engineering and administrative controls, preventative maintenance and safe work procedures (including lockout/tag out). Where hazards cannot be adequately controlled by these means, employees are to be provided with appropriate personal protective equipment and educational materials suitable for the hazards. Employees shall be encouraged to raise safety concerns, including self-reporting environmental and/or safety and health concerns to the appropriate authority.

iii.                Suppliers are to have a system in place for identifying, assessing, and analyzing emergency and potential emergency situations. Impacts are to be minimized by implementing emergency plans and response procedures, including: emergency reporting, employee notification and evacuation procedures, evacuation drills, appropriate fire detection and suppression equipment, adequate exit facilities and recovery plans.

iv.                Occupational Injury and Illness Procedures and systems are to be in place to manage, track and report occupational injury and illness, including provisions to: a) encourage employee reporting; b) classify and record injury and illness cases; c) provide necessary medical treatment; d) investigate cases and implement corrective actions to eliminate their causes; and e) facilitate return of employees to work.

v.                  Employee exposure to chemical, biological and physical agents is to be identified, evaluated, and controlled. When hazards cannot be adequately controlled by engineering and administrative means, employees are to be provided with appropriate personal protective equipment.

vi.                Work where employees are engaged in physically demanding tasks, including manual material handling and heavy lifting, prolonged standing and highly repetitive or forceful assembly tasks is to be identified, evaluated and controlled.

vii.              Physical guards, interlocks and barriers are to be provided and properly maintained for machinery used by employees.

viii.            Employees are to be provided with clean toilet facilities, access to potable water and sanitary food preparation and storage facilities. Employee dormitories provided by the Supplier or a labor agent are to be clean, safe, and provide emergency egress, adequate heat and ventilation and reasonable personal space.

ix.                Suppliers shall provide employees with appropriate workplace health and safety training in a language they can understand. Health and safety related information shall be posted in the facility.

x.                  Suppliers shall submit the legally required applications, notices and reports needed to obtain environmental permits and shall remain compliant with environmental laws and regulations by keeping permits and operations current.

xi.                Emissions of all types, including wastewater, wastes, and emissions from energy use, are to be reduced or eliminated by practices such as modifying processes or by substituting, recycling and re-using materials.

xii.              Suppliers shall identify and manage chemical and other materials posing a hazard if released to the environment to ensure their safe handling, movement, storage, recycling or reuse and disposal.

xiii.            Industrial wastewater is to be properly treated and controlled to ensure that it meets discharge standards prior to being discharged. Wastes emitted from factories shall be properly sorted, stored and controlled prior to disposal by the supplier or the supplier's waste management provider. Suppliers shall routinely monitor industrial wastewater and wastes emitted from factories.

xiv.            Industrial facility air emissions of volatile organic chemicals, aerosols, corrosives, particulates, ozone depleting substances such as CFCs, and SOx, NOx, and ash dust emitted by exhaust flues are to be characterized, controlled and routinely monitored.

xv.              Suppliers are to adhere to all applicable laws and regulations regarding prohibition or restriction of specific substances including labeling laws and regulations for recycling and disposal. Suppliers are also to establish and adhere to processes to comply with each agreed-upon customer-specific restricted and hazardous materials list.

xvi.            Suppliers should prevent contamination of storm water runoff.

xvii.          Suppliers shall properly control and record energy consumption and greenhouse gas emissions. In addition, they shall reduce energy consumption and greenhouse gas emissions using reasonable methods.

xviii.        Suppliers shall adopt or establish a management system whose scope ensures compliance with these Guidelines.

a.       Clearly identified company representative[s] responsible for ensuring implementation and periodic review of the status of the management systems.

b.      Identification, monitoring and proper understanding of applicable laws, regulations and customer requirements.

c.       Process to identify the legal compliance, environmental, health and safety and labor practice risks associated with Supplier's operations.

d.      Evaluation of the relative significance for each risk and implementation of appropriate procedural and physical controls to ensure regulatory compliance to control the identified risks.

e.       Written standards, performance objectives, targets and implementation plans including a periodic assessment of Supplier's performance against those objectives.

f.       Training programs for training managers and employees to implement Supplier's policies, procedures and improvement objectives.

g.      Communication process for communicating clear and accurate information about Supplier's performance, practices and expectations to employees suppliers and customers.

h.      Ongoing processes to assess employees' understanding of and obtain feedback on practices and conditions covered by these Guidelines and to foster continuous improvement.

i.        Periodic self-evaluations to ensure conformity to legal and regulatory requirements, and the content of these Guidelines.

j.        Process for prompt correction of nonconformance identified by internal or external assessments, inspections, investigations and reviews.

k.      Creation and retention of documents and records to ensure regulatory compliance and conformity to company requirements along with appropriate management of confidential information to protect privacy.

l.        Process for communicating Guideline requirements to suppliers and for monitoring supplier compliance to the Guidelines

xix.            The highest standards of integrity are to be expected in all business interactions.

a.       All forms of bribery, corruption, extortion, and embezzlement shall strictly be forbidden (including the promise, solicitation, furnishing, and acceptance of any and all forms of bribery). Suppliers are to conduct all transactions with transparency and refuse any involvement with organized crime or other anti-social groups. Moreover, supervision is to be provided and actions taken to ensure compliance with anti-corruption legislation.

b.      Local and international anti-corruption regulations are to be observed, and under no circumstances are bribes, gifts, entertainment, hospitality, or other means intended to confer or receive excessive or unfair advantage to be offered or accepted either directly or indirectly.

c.       Information regarding labor, health and safety, environment, business activities, structure, financial situation and performance is to be disclosed in accordance with applicable regulations and prevailing industry practices.

d.      Intellectual property rights are to be respected. Suppliers must protect customer information.

e.       Standards of fair business, advertising and competition are to be upheld.

f.       A communication process shall be prepared so employees are able to raise any concerns without fear of retaliation.

g.      A policy is to be established for reasonably ensuring that the tantalum, tin, tungsten and gold in products does not directly or indirectly finance or benefit armed groups that are perpetrators of serious human rights abuses in the Democratic Republic of the Congo or an adjoining country. Perform due diligence on the source and chain of custody of these minerals and make these due diligence measures available to customers upon customer request.

xx.              Commit to protecting personal information of everyone involved in the business, including suppliers, customers, consumers and employees. Comply with privacy and information security laws and regulatory requirements when personal information is collected, stored, processed, transmitted and shared.

xxi.            A well-defined management system is to be provided for the export of legally regulated technology and goods, and the proper export procedures are to be followed. "Legally regulated technology and goods" includes things such as parts, finished products, technology, equipment, and software whose export is regulated by law or regulations on the basis of international agreements. In some cases an export license or other form of approval from a regulatory authority must be acquired prior to export.

xxii.          Security in the supply chain is to be ensured

xxiii.        When the Globe Group requests that information provided under a non-disclosure agreement be kept secret, the supplier shall comply with the agreement concerning the agreed upon information (including goods) and any information that was created using the agreed upon information. IT systems are to be equipped with technological defenses against computer network threats (e.g. unauthorized access and viruses) and monitored/administered so that damage does not spread within your company or to other companies such as ours.

xxiv.        A written application is to be submitted to the procurement organization of the Globe Group if permission to use any trademark or company name belonging to the Globe Group is desired.

xxv.          Any assets owned by the Globe Group that are consigned for use in production shall be managed in compliance with applicable agreements and laws. Consigned assets are to be properly managed so that they are kept in good working order. Suppliers are to promptly accommodate consigned-asset related requests from the Globe Group, including but not limited to requests for receipts, stocktaking requests, and requests for permission to conduct on-site inspections of usage conditions. (Note: Suppliers ordinarily are to procure any equipment needed for production of delivered goods, but the Globe Group may consign such equipment when deemed necessary. However, any such consignments shall require the execution of a basic trade agreement or an individual consignment/lease agreement that specifies the consignee's obligation of care.)

xxvi.        An action plan is to be established that describes comprehensive measures for continuing business in the event of an accident, disaster or other serious disruption or for resuming business within a stated target timeframe, and a business continuity management system is to be built to execute and maintain such plan.

 

 

 

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