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<br /> A
<br /> t Scrap Acceptance Agreement
<br /> �is Scrap Acceptance Agreement("Agreement") is entered into this f&day of `l«� , 2003 between
<br /> C''SS i e S/n /�M ("Seller") and Simsmetal USA Corporation, a Delaware corporation,
<br /> ("Buyer") under the following terms and conditions. The initial term of this Agreement shall commence upon execution of
<br /> this Agreement and shall expire on December 31, 2005. Thereafter the term shall be automatically extended on a month-to-
<br /> month basis, on the terms and conditions set forth in this Agreement.
<br /> 1) Buyer agrees to buy scrap metal ("Scrap") only upon each issuance to Seller of a Weighmaster Certificate or
<br /> Purchase Contract (each a "Contract") for such Scrap and at the price specified therein, in accordance with the terms and
<br /> conditions of this Agreement, whether or not referred to in any Contract, and of both the front and reverse sides of that
<br /> Contract.
<br /> 2) Buyer shall not be deemed to have accepted the Scrap purchased herein until such Scrap has been approved by
<br /> Buyer at Buyer's facility. Buyer reserves the right to reject at any time any Scrap not as warranted or not conforming
<br /> because materially different than as described herein (including without limitation because some or all of the Scrap material
<br /> is a Hazardous Material, as defined herein). Any Scrap which is rejected by Buyer shall be at Seller's sole cost and risk.
<br /> Under no circumstances will title to any Scrap material transfer to Buyer which is not as warranted, certified or conforming
<br /> to this Agreement.
<br /> 3) Seller shall not tender to Buyer any materials which are considered hazardous or toxic materials, substances, or
<br /> wastes under any applicable Law (as defined herein), including without limitation any of those materials described in
<br /> Exhibit A, attached hereto and incorporated herein by reference ("Hazardous Material"). Seller is solely responsible for the
<br /> condition and cleanup of the Scrap and any releases therefrom. Seller certifies that it shall perform prior to delivery of
<br /> Scrap to Buyer all actions required to comply with California Assembly Bill 847 (enacted October 11, 1997, effective
<br /> January I, 1998, regarding special handling of discarded major appliances), whether or not such Bill is in force or effect,
<br /> and that the Scrap is exempt from regulation as a hazardous waste in accordance with all applicable federal, state, and local
<br /> laws, regulations and requirements, and any guidance and interpretation by any applicable regulatory agency and any orders
<br /> and decisions of any applicable court (each and all a "Law"). All warranties, certifications, indemnities, and other
<br /> obligations made by Seller shall survive the expiration of this Agreement.
<br /> 4) Seller certifies that all refrigerants (including without limitation chlorofluorocarbons (CFCs),
<br /> hydrochlorofluorocarbons (HCFCs), and all other Class I and II substances, as defined in § 608 of the federal Clean Air Act.
<br /> as amended, and in 40 Code of Federal Regulations Part 82) that have not leaked previously will be properly removed and
<br /> • recovered from all appliances or shipments of appliances (including without limitation motor vehicle air conditioners) to be
<br /> delivered under this contract of sale prior to the delivery of those appliances to Buyer. In addition, Seller certifies that all
<br /> PCB small capacitors as defined in 40 CFR Part 761.3, all liquids, and all mercury switches will be removed from all
<br /> appliances or shipments of appliances(including without limitation motor vehicles)prior to delivery under this contract.
<br /> 5) Seller agrees to defend, indemnify and hold harmless Buyer and its owners and employees(each an"Indemnitee"),
<br /> from and against any claim, penalty, fine, fee, cost, expense(including attorneys' and expert fees), loss, obligation, or any
<br /> other liability of any kind sustained by any Indemnitee arising in whole or in part from any breach of this Agreement by
<br /> Seller or any act or omission of Seller, its subcontractor(s),or any of their respective employees or agents.
<br /> 6) The undersigned individual signing on behalf of Seller represents and certifies that he or she is duly autliorized by
<br /> the Seller to sign this agreement and certification on behalf of Seller. Any acknowledgment or confirmation issued by Seller
<br /> regarding any Contract shall be deemed as issued solely for administrative purposes but in no event shall any terms or
<br /> conditions thereon govern.
<br /> AGREED: AGREED:
<br /> SELLER- BUYER-Simsmetal USA Corporation
<br /> me: Name:
<br /> Title: Title: e c V Iffr' _
<br /> Address: ' / �r����/C Address: %DU CJ S
<br /> Sfc>c,�f�.�
<br /> SAK-CAL•2002-03 Cal Vers 2 I,rev. 10!18/02
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