iSteelAsia: Transaction Rules

These Transaction Rules were posted on 30 October, 2000 and are effective from such date.

Any Member who wishes to sell Products (a "Seller") or to buy Products (a "Buyer") on or through the Site shall do so in accordance with the following rules and procedures :-

a) Initiating Offers to Sell Online.

(i) The Seller may offer Products for sale on the Site (an "Offer") by completing the online "Create an Offer Form" with all relevant information about the Products to be sold, the category of buyers who are to receive the Offer, the desired selling price and other terms and conditions of sale and the closing date of the Offer (the "Information"). The Offer will automatically be forwarded to the category of buyers nominated by the Seller on the "Create an Offer Form" and will be included in the Buyer's "Offers to Me List".

(ii) Each Offer will be deemed an invitation for firm bids on the Products covered thereby. Buyers may browse through the "Offers to Me List" located in their "Trading Center" and may click on the "Reference Number" corresponding to the Offer to view the "Offer Details". From the Offer Details, Buyers may place a firm bid for the Products (a "Firm Bid") by completing a "Create a Firm Bid" Form in the place provided, which constitutes a Firm Bid for the purchase of the Products on the terms of the "Create a Firm Bid" Form.

(iii) Firm Bids made by the Buyer will be displayed in the Seller's "Selling Negotiation List". Upon reviewing the Firm Bids received, the Seller may accept one or more of the Firm Bids by clicking "ACCEPT" in the place provided, which constitutes the acceptance by the Seller of the Buyer's Firm Bid and creates a legally binding contract. The Seller may also reject any Firm Bid posted by the Buyers by clicking "REJECT" in the place provided in which case such Firm Bids will be deemed terminated.

(iv) The Seller may also choose to enter into discussions with the potential Buyer by clicking "NEGOTIATE" and modifying the terms of the Firm Bid received. The modified terms are submitted by the Seller on a "Create a Firm Offer" Form which constitutes a legally binding Firm Offer ("Firm Offer") to sell the Products on the terms of the Create a Firm Offer form.

(v) The Firm Offer made by the Seller in (iv) will be displayed in the Buyer's "Buying Negotiation List". Upon reviewing the Firm Offer received, the Buyer may accept the Firm Offer by clicking "ACCEPT" in the place provided, which constitutes the acceptance by the Buyer of the Seller's Firm Offer and creates a legally binding contract. The Buyer may also reject any Firm Offer posted by the Sellers by clicking "REJECT" in the place provided in which case such Firm Offers will be deemed terminated.

(vi) The Buyer may also choose to enter into discussions with the Seller by clicking "Negotiate" in which case the above procedures will apply again.

(vii) After the Seller has accepted a Firm Bid from the Buyer or a Buyer has accepted a Firm Offer from the Seller, each Party will be notified of the other's contact details.

b) Initiating Inquiries to Buy Online.

(i) The Buyer may make inquiries to purchase Products on the Site (an "Inquiry") by completing the online "Create an Inquiry Form" with all relevant information about the Products to be purchased, the desired purchase price, the category of sellers who are to receive the Inquiry and other terms and conditions of purchase and the tender closing date (the "Information"). The Inquiry will automatically be forwarded to the category of sellers nominated by the Buyer on the "Create an Inquiry Form".

(ii) Each "Inquiry" will be deemed an invitation for firm offers on the Products covered thereby. Sellers may browse through the "Inquiries to Me" list located in their "Trading Center" to search for Products of interest, and may click on the "Reference Number" corresponding to the "Inquiry" to view the "Inquiry Details". From the Inquiry Details, Sellers may place a Firm Offer for the Products by completing a "Create a Firm Offer Form", which may modify the terms of the Inquiry to fit the Seller's requirements, and which constitutes a firm offer to sell the Products on the terms of the "Create a Firm Offer Form".

(iii) Firm Offers made by a Seller in response to a Buyer's Inquiry will be displayed in the Buyer's "Buying Negotiations List". Upon reviewing the Firm Offers received, the Buyer may accept one or more of the Firm Offers by clicking "ACCEPT" in the place provided, which constitutes the acceptance by the Buyer of the Seller's Firm Offer and creates a legally binding contract. The Buyer may also reject any Firm Offer posted by the Sellers by clicking "REJECT" in the place provided in which case such Firm Offers will be deemed terminated.

(iv) The Buyer may also choose to enter into discussions with the potential Seller by clicking "NEGOTIATE" and modifying the terms of the firm offer recieved. The modified terms are submitted by the Buyer on a "Create a Firm Bid" Form which constitutes a legally binding Firm Bid to buy the Products on the terms of the Create a Firm Bid form.

(v) The Firm Bid made by the Buyer in (iv) will be displayed in the Seller's "Selling Negotiation List". Upon reviewing the Firm Bid(s) received, the Seller may accept a Firm Bid by clicking "ACCEPT" in the place provided, which constitutes the acceptance by the Seller of the Buyer's Firm Bid and creates a legally binding contract. The Seller may also reject any Firm Bid posted by the Sellers by clicking "REJECT" in the place provided in which case such Firm Bids will be deemed terminated.

(vi) The Seller may also choose to enter into discussions with the Buyer by clicking "Negotiate" in which case the above procedures will apply again.

(vii) After the Buyer has accepted a Firm Offer or a Seller has accepted a Firm Bid from a Buyer, each Party will be notified of the other's contact details.

c) The Seller shall pay iSteelAsia a commission ("Commission") equivalent to a percentage of the gross sale price for every sale of Products effected on the Site clear of all deductions of any nature whatsoever at the rates set forth from time to time in the Commission Schedule.

(i) Unless otherwise agreed by iSteelAsia, the Commission is payable in U.S. Dollars and is due for payment in full on the earlier of (A) 21days after shipment of the Products and (B) 30 days after the sales are effected on the Site.

(ii) For all purposes hereof, a "sale" of Products shall be deemed to have occurred when (A) the Seller clicks "ACCEPT" in the case of an "Initiating Offers to sell Online" (as stated in (a) above) or (B) when the Buyer clicks "ACCEPT" in the case of an "Initiating Inquiries to buy Online" (as stated in (b) above) regardless of whether the transaction is consummated or whether the Buyer has breached its obligation to make the purchase, and regardless of any adjustments to the price or the quality, standard, type or quantity of the Products effected thereafter for any reason.

(iii) iSteelAsia reserves the right to change the Commission Schedule at any time by posting a revised Commission Schedule on the Site, such changes to be effective as to all transactions entered into 10 days after such posting.

(iv) The Seller and the Buyer shall forthwith inform iSteelAsia in writing of any change in the terms and conditions of the sale of Products effected on the Site. Should there be a subsequent increase in the total sale price for the sale of Products as a result of a change in the terms and conditions of the sale, iSteelAsia shall have the right to charge the Commission based on the increased sale price.

d) If a Member withdraws or modifies an item (a "Posted Item") posted on the "Create an Offer Form", "Create a Firm Bid Form", "Create a Firm Bid Form" or "Create an Inquiry Form" (as the case may be) after posting it, the Member shall be liable to pay iSteelAsia a penalty in the amount of US$500 for each withdrawn or modified Posted Item, unless such withdrawal or modification is previously approved in writing, and the penalty waived, by iSteelAsia in its sole discretion in the light of special circumstances. The penalty shall be payable within seven days after any change and/or withdrawal of the Posted Item is effected.

e) Any legal consequences and/or responsibilities arising from a Seller's failure to sell, or from a Buyer's failure to purchase, the Posted Item after a Transaction has occurred shall be borne by the defaulting Members absolutely and iSteelAsia shall under no circumstances be held liable therefor nor shall the Seller's obligations to pay the Commission be affected thereby.

f) Each Member shall set up its own criteria as to the counterparties with which it wishes to do business and assumes full responsibility for determining the counterparty's reliability, creditworthiness and authority. At no time and under no circumstances will iSteelAsia be liable for the reliability, creditworthiness or authority of any Member in connection with the purchase or sale of Products.

g) Each Member shall:

(i) keep all transactions confidential among the Seller, the Buyer and iSteelAsia;

(ii) not manipulate the price of any Products offered for sale on the Site whether directly or indirectly;

(iii) keep its Password confidential within the Member's own organization;

(iv) forthwith inform iSteelAsia of any change in the Authorized Persons or in such other information as the Member has or is obligated to provide to iSteelAsia; for the avoidance of doubt, iSteelAsia shall not be held liable for any consequences arising from the failure of the Member to inform iSteelAsia of such changes change in the Authorized Persons and/or in such other information.

h) Firm Bids for the sale and firm offers for the purchase of Posted Items on the Site may be made in U.S. Dollars, H.K. Dollars, Japanese Yen, Singapore Dollars or Taiwan Dollars.

i) By posting a Posted Item, each Member is deemed to have given the following representations and warranties:

(i) the Information is accurate, complete and (in the case of a Seller) truly represents the state and condition of the Products covered by the Posted Item throughout the period until the expected sale date;

(ii) no Posted Item shall be fraudulent or counterfeit;

(iii) if a Seller, it has the legal right and capacity to sell the Products covered by the Posted Item through the Site; if a Buyer, it has the legal right and capacity to buy the Products covered by the Posted Item through the Site;

(iv) the payment of the Commission to iSteelAsia will not cause iSteelAsia to violate any applicable laws, rules, statute, ordinance or regulations; and

(v) the Products covered by the Posted Item will not infringe any third party's rights, including copyright, patent, trademark, trade secret or other proprietary rights or rights of publicity or privacy.

j) iSteelAsia reserves the right to revoke and/or deny the access privileges of any Member that fails to conduct business in an honest and fair manner or abide by applicable laws or that engages in activities or practices with an intent to manipulate the Site or that fails to act in accordance with the Transaction Rules.

k) iSteelAsia shall have no obligation to monitor, review, edit, supervise or remove any material or content posted by a Member to the Site. Each Member posting a Posted Item on the Site shall be held liable for all consequences arising from the Information therein and under no circumstances will iSteelAsia assume any responsibility in respect thereof. No representation or warranty of any kind either express or implied as to the accuracy of Posted Items shown on the Site or with respect to the Products covered thereby is given by iSteelAsia.