STEEL SLAB PRODUCTS SUPPLY AGREEMENT
by and between
NKK CORPORATION
and
NATIONAL STEEL CORPORATION
DATED: February 16, 2000
TABLE OF CONTENTS
ARTICLE I DEFINITIONS 1
Section 1.1 Definitions 1
ARTICLE II PURCHASE AND SALE OF STEEL SLAB PRODUCTS; PRICE 3
Section 2.1 Purchase and Sale of Steel Slab Products. 3
Section 2.2 Price 3
ARTICLE III ORDERS; QUANTITY; CONFIRMATION; TERMS AND
CONDITIONS OF SALE 3
Section 3.1 Order for Steel Slab Products; Quantity. 3
Section 3.2 Confirmations 3
Section 3.3 Terms and Conditions of Sale. 4
ARTICLE IV USE OF TRADING COMPANY 4
Section 4.1 Use of Trading Company 4
ARTICLE V COMMUNICATION TEAM 5
Section 5.1 Communication Team 5
ARTICLE VI REPRESENTATIONS AND WARRANTIES OF NKK 5
Section 6.1 Representations and Warranties of NKK 5
ARTICLE VII TERM AND TERMINATION 5
Section 7.1 Term. 5
Section 7.2 Termination. 5
ARTICLE VIII DELIVERY; MARKING AND DOCUMENTATION REQUIREMENTS 6
Section 8.1 Delivery 6
Section 8.2 Marking and Documentation Requirements 6
ARTICLE IX FORCE MAJEURE 6
Section 9.1 Force Majeure. 6
ARTICLE X INTELLECTUAL PROPERTY MATTERS 7
Section 10.1 Patent Indemnity. 7
ARTICLE XI MISCELLANEOUS 8
Section 11.1 Assignment. 8
Section 11.2 Notice. 8
Section 11.3 Amendment. 9
Section 11.4 Non-Waiver. 9
Section 11.5 Governing Law 9
Section 11.6 Exhibits 9
Section 11.7 Captions 9
Section 11.8 Counterparts 10
EXHIBIT A - ESTIMATED QUANTITIES
EXHIBIT B - PRICE FORMULA
EXHIBIT C - CONFIRMATION
EXHIBIT D - TERMS AND CONDITIONS OF SALE
STEEL SLAB PRODUCTS SUPPLY AGREEMENT
THIS STEEL SLAB PRODUCTS SUPPLY AGREEMENT, made as of the 16th day of
February, 2000, is by and between NKK CORPORATION, a Japanese corporation,
having its principal office located at 0-0-0 Xxxxxxxxxxx, Xxxxxxx-Xx, Xxxxx 000-
0000 Xxxxx, and NATIONAL STEEL CORPORATION, a Delaware corporation having its
principal office at 0000 Xxxxxx Xxxxx Xxxxxxx, Xxxxxxxxx, Xxxxxxx 00000-0000.
(National and NKK are sometimes referred to herein individually as a "Party" and
collective as the "Parties").
WITNESSETH:
WHEREAS, National desires to obtain from NKK a supply of Steel Slab
Products; and
WHEREAS, NKK is willing to supply such Steel Slab Products to National; and
WHEREAS, National and NKK wish to enter into this Agreement in order to
establish a framework for the sale of Steel Slab Products by NKK to a Trading
Company and the sale of such Steel Slab Products by the Trading Company to
National.
NOW THEREFORE, in consideration of the mutual promises herein contained,
and intending to be legally bound hereby, the Parties hereto covenant and agree
as follows:
ARTICLE I
DEFINITIONS
Section 1.1 Definitions. For the purposes of this Agreement, including
the Preamble and Recitals hereto, the following terms shall have the meanings
set forth in this Section 1.1:
"Agreement" means this Steel Slab Products Supply Agreement, including all
Exhibits attached hereto and any amendments hereto or extensions hereof.
"Communication Team" has the meaning ascribed to such term in Section 5.1
hereof.
"Confirmation" has the meaning ascribed to such term in Section 3.1 hereof.
"Estimated Quantity(ies)" has the meaning ascribed to such term in Section
2.1 hereof.
"National" means National Steel Corporation, a Delaware corporation.
"National Trading Company Agreement" means the purchase and sale agreement
between National and the Trading Company pursuant to which the Steel Slab
Products covered by each Confirmation shall be sold by the Trading Company and
purchased by National.
"NKK" means NKK Corporation, a Japanese corporation.
"NKK Trading Company Agreement" means the purchase and sale agreement
between NKK and the Trading Company pursuant to which the Steel Slab Products
covered by each Confirmation shall be sold by NKK and purchased by the Trading
Company.
"Protocol" means the technical protocol executed by National and NKK which
sets forth the Specifications for the Steel Slab Products as such Protocol may
be amended in writing from time to time by the Parties.
"Specifications" means the grade, size, chemical composition, dimensional
tolerance, appearance, surface quality, internal quality and other technical
specifications for the Steel Slab Products, as set forth in the Protocol.
"Steel Slab Products" means prime quality continuous cast carbon steel
slabs produced by NKK and meeting the Specifications.
"Term" has the meaning ascribed to such term in Section 7.1 hereof.
"Ton" means a net ton which is equal to 2000 pounds.
"Trading Company" means a trading company mutually agreed upon by National
and NKK to purchase the Steel Slab Products from NKK and to resell such Steel
Slab Products to National.
ARTICLE II
PURCHASE AND SALE OF STEEL SLAB PRODUCTS; PRICE
Section 2.1 Purchase and Sale of Steel Slab Products. During the Term,
National anticipates that a Trading Company will purchase Tons of Steel Slab
Products in the quantities set forth in Exhibit A (the "Estimated
Quantity(ies)") from NKK for the benefit of and use by National; provided,
however, that the Parties understand and agree that (i) the actual amounts
purchased shall be established during the quarterly negotiations described in
Section 3.1 below; (ii) neither National nor the Trading Company shall have any
liability to NKK if, for any reason, the Estimated Quantity(ies) of Steel Slab
Products is/are not purchased; and (iii) neither NKK nor the Trading Company
shall have any liability to National if, for any reason, the Estimated
Quantity(ies) of Steel Slab Products is/are not produced; provided, further,
however that the Parties will continuously explore the possibility for supplying
additional Steel Slab Products to National in the future. The first shipment of
Steel Slab Products shall be delivered to National in the second (2/nd/) quarter
of the year 2000.
Section 2.2 Price. The price per Ton of Steel Slab Products shall be
determined in accordance with the formula set forth in Exhibit B.
ARTICLE III
ORDERS; QUANTITY; CONFIRMATION; TERMS AND CONDITIONS OF SALE
Section 3.1 Order for Steel Slab Products; Quantity. At least one hundred
twenty (120) days prior to the commencement of each calendar quarter during the
Term, National and NKK shall engage in negotiations to establish the following:
(i) The quantities of the Steel Slab Products to be purchased
during such quarter on a vessel by vessel basis; and
(ii) The Specifications for the Steel Slab Products to be
purchased during such quarter on a vessel by vessel basis.
Section 3.2 Confirmations.
(i) The price of the Steel Slab Products to be purchased during
each quarter shall be set using the formula set forth in Exhibit B.
(ii) In the event that the Parties reach agreement on the terms
described above in Section 3.1, the Parties shall evidence such agreement by
executing the form of Confirmation which is attached hereto as Exhibit C (the
"Confirmation"). The Confirmation shall constitute a binding commitment on the
part of NKK to sell to the Trading Company the quantities of Steel Slab Products
specified therein, on the terms and conditions set forth in (1) the
Confirmation, (2) this Agreement and (3) the NKK Trading Company Agreement. In
the event that National and NKK are unable to reach an agreement on all of the
terms described in Section 3.1, then neither Party shall have any liability to
the other Party with respect to the purchase and sale of Steel Slab Products for
such quarter, but the Parties shall nevertheless engage in the negotiations
described above for any subsequent calendar quarters during the remaining
portion of the Term. All Steel Slab Products purchased and sold pursuant to this
Agreement shall conform to this Agreement and to the Specifications set forth in
the Protocol.
Section 3.3 Terms and Conditions of Sale. The terms and conditions
applicable to each purchase and sale pursuant to this Agreement shall be those
stated herein, including in the Exhibits attached hereto. NKK acknowledges that
the National Trading Company Agreement shall contain the terms and conditions of
sale set forth in Exhibit D attached hereto, and such terms and conditions,
together with the other terms and conditions set forth in this Agreement, shall
be implemented through the National Trading Company Agreement and the NKK
Trading Company Agreement. As between NKK and National, no other terms and
conditions, including, without limitation, those set forth in the purchase and
sales acknowledgment forms of the Parties, shall apply.
ARTICLE IV
USE OF TRADING COMPANY
Section 4.1 Use of Trading Company. A Trading Company shall be used to
facilitate the purchase of Steel Slab Products by National from NKK, and,
therefore, NKK will
be selling Steel Slab Products to the Trading Company and not directly to
National. NKK agrees to sell to the Trading Company the quantities of Steel Slab
Products set forth in the Confirmation for such calendar quarter at the prices
set forth in the Confirmation. The Trading Company will in turn resell the Steel
Slab Products to National pursuant to the National Trading Company Agreement.
National agrees to purchase from the Trading Company the quantities of Steel
Slab Products set forth in the Confirmation for such calendar quarter at the
prices set forth in such Confirmation. NKK shall enter into the NKK Trading
Company Agreement with the Trading Company, and National shall enter into the
National Trading Company Agreement with the Trading Company, each such agreement
to contain all appropriate terms and conditions with respect to the sale of the
Steel Slab Products, including, but not limited to, (i) payment terms, (ii)
delivery terms and (iii) shipping requirements. NKK acknowledges and agrees that
National shall have no liability or obligation whatsoever to NKK for any
obligations of the Trading Company under the NKK Trading Company Agreement.
National acknowledges and agrees that NKK shall have no liability or obligation
whatsoever to National for any obligations of the Trading Company under the
National Trading Company Agreement.
ARTICLE V
COMMUNICATION TEAM
Section 5.1 Communication Team. Each Party agrees to designate a
sufficient number of its personnel to form a team (the "Communication Team") to
discuss and review the details of the quantities, specifications and production
plan for the Steel Slab Products. The Communication Team shall meet from time
to time to ensure smooth execution and implementation under the Agreement.
ARTICLE VI
REPRESENTATIONS AND WARRANTIES OF NKK
Section 6.1 Representations and Warranties of NKK. NKK hereby represents
and warrants, for the benefit of both National and the Trading Company, that (i)
all Steel Slab Products sold to a Trading Company hereunder shall be of
merchantable quality and conform in all respects to the Specifications; and (ii)
NKK shall convey good title to the Steel Slab Products to the Trading Company,
free and clear of all liens, mortgages, security interests and other
encumbrances of any kind whatsoever.
ARTICLE VII
TERM AND TERMINATION
Section 7.1 Term. The term of this Agreement shall commence on the date
first above written and shall continue until December 31, 2000 and thereafter on
a year to year basis, unless this Agreement is earlier terminated in accordance
with the provisions in Section 7.2 below (the "Term").
Section 7.2 Termination. (a) This Agreement may be terminated for cause
by either Party:
(i) if a material breach hereof occurs and such material breach is
not cured within thirty (30) days after written notice thereof
is received from the Party not in breach; or
(ii) if the other Party shall become insolvent or unable to pay its
debts as they mature; or
(iii) if the other Party makes an assignment for the benefit of
creditors or consents to the appointment of creditors or
consents to the appointment of a trustee or a receiver or if a
proceeding in bankruptcy, receivership, insolvency, any other
proceeding for the adjustment, composition or extension of the
other Party's debts or any other similar proceeding is
instituted with respect to the other Party or the assets or
property of the other Party.
(b) This Agreement may be terminated without cause upon the mutual
agreement of the Parties.
(c) This Agreement may be terminated by either Party without cause
effective as of the end of any calendar year if six (6) months prior written
notice is provided to the other Party.
ARTICLE VIII
DELIVERY; MARKING AND DOCUMENTATION REQUIREMENTS
Section 8.1 Delivery. All Steel Slab Products shall be sold FOB Japan to
the Trading Company and shall be delivered through a port or ports specified by
National.
Section 8.2 Marking and Documentation Requirements. NKK shall comply with
all marking and documentation requirements set forth in the Protocol.
ARTICLE IX
FORCE MAJEURE
Section 9.1 Force Majeure. Each Party shall be excused from performing
hereunder upon the occurrence of an event which affects such Party or its
customer(s) and which is caused in whole or in part by: acts of God, wars,
riots, fires, explosions, breakdowns or accidents; strikes, lockouts or other
labor difficulties; lack or shortages of labor, materials, utilities, energy
sources or transportation facilities; delays of carriers; compliance with
governmental rules, regulations, priorities, allocations or other governmental
requirements; any other like causes; or any other unlike causes beyond such
Party's or its customers' control. The
foregoing shall be in addition to and not in limitation of any excuses for
nonperformance available to such Party under the Uniform Commercial Code or any
other applicable law. In the event such Party is excused from performance under
any of the foregoing provisions or applicable law, such Party shall have the
further right, notwithstanding any provision of this Agreement to the contrary,
at its option, to delay individual shipments of Steel Slab Products or to refuse
acceptance thereof, and if the state of Force Majeure continues for more than
thirty (30) days, the Parties shall engage in good faith discussions in an
attempt to resolve such suspended status, including, without limitation, the
possible termination of this Agreement. Notwithstanding the foregoing, the Party
affected by any such Force Majeure shall use commercially reasonable efforts to
mitigate and/or eliminate the effect of such Force Majeure.
ARTICLE X
INTELLECTUAL PROPERTY MATTERS
Section 10.1 Patent Indemnity. NKK warrants that (1) use of the Steel
Slab Products covered by this Agreement for the purposes for which such Steel
Slab Products were designed, and (2) performance by NKK pursuant to this
Agreement will not infringe any United States or foreign patent and NKK will, at
its expense, indemnify, defend and hold free and harmless National, its
affiliated corporations, successors and assigns, in respect to any claim, action
or suit, or for any claim arising out of such action or suit, for infringement
of any United States or foreign patent based on the use of the Steel Slab
Products for the purposes for which they were designed or for actively inducing
infringement or for contributory infringement arising out of the performance of
any act by NKK in performing pursuant to this Agreement; provided, however, that
National may be represented in any such action or suit by attorneys of its own
selection at its expense. In the event that any injunction shall be obtained
against the use of any Steel Slab Products or part thereof by National, NKK, in
addition to its above obligations, shall, at its expense, procure for National
the right to continue using or selling the Steel Slab Products, to modify the
Steel Slab Products to become non-infringing, or replace the Steel Slab Products
with non-infringing goods satisfactory to National. Notwithstanding the
foregoing, the Parties understand and agree that the patent indemnity set forth
in this Article X shall not apply to the extent that a claim of patent
infringement arises from (1) the processing of the Steel Slab Products by
National or (2) the chemical composition of the Steel Slab Products if such
chemical composition was requested or specified by National and if the Steel
Slab Products actually conform to the chemical composition specified or
requested by National.
ARTICLE XI
MISCELLANEOUS
Section 11.1 Assignment. Neither National nor NKK may assign any of its
rights or obligations under this Agreement except with the prior consent of the
other party; provided, however, that either Party may assign this Agreement to a
subsidiary corporation wholly-owned by it without the consent of the other
Party, but the assigning Party shall remain liable under all the provisions of
this Agreement notwithstanding said assignment.
Section 11.2 Notice. Any notices or other communications required or
permitted hereunder or otherwise in connection herewith shall be in writing and
shall be deemed to have been duly given when delivered in person or the next
business day when transmitted by facsimile transmission or on receipt after
dispatch by overnight courier or registered or certified mail, postage prepaid,
addressed, as follows:
if to NKK: NKK Corporation
0-0-0 Xxxxxxxxxxx, Xxxxxxx-Xx
Xxxxx 000-0000 Xxxxx
Attention: General Manager, Strategic Planning
Telecopier No.: 00-0-0000-0000
with a copy to: NKK Corporation
0-0-0 Xxxxxxxxxxx, Xxxxxxx-Xx
Xxxxx 000-0000 Xxxxx
Attention: Senior Chief Counselor
Telecopier No.: 00-0-0000-0000
if to National: National Steel Corporation
0000 Xxxxxx Xxxxx Xxxxxxx
Xxxxxxxxx, Xxxxxxx 00000
Attention: Vice President, Strategic Sourcing
Telecopier No.: (000) 000-0000
with a copy to: National Steel Corporation
0000 Xxxxxx Xxxxx Xxxxxxx
Xxxxxxxxx, Xxxxxxx 00000
Attention: General Counsel
Telecopier No.: (000) 000-0000
or to such other address as either Party shall have designated by notice in
writing to the other Party.
Section 11.3 Integration; Amendment. This Agreement sets forth the entire
agreement and understanding between the Parties as to the subject matter of this
Agreement and any and all prior or contemporaneous proposals, negotiations,
agreements, commitments and representations, oral or written, are merged herein.
This Agreement may not be modified or amended except by means of a writing duly
executed by the Parties subsequent to the date hereof which states that it is
intended to amend this Agreement.
Section 11.4 Non-Waiver. Neither Party shall be deemed to have waived its
rights under this Agreement or any provisions hereof unless such waiver shall be
in a writing duly executed by the Party to be charged with such waiver. The
failure of either Party to enforce at any time any of the provisions of this
Agreement shall in no way be construed to be a waiver of such provisions, nor in
any way to affect the validity of this Agreement or any part thereof, or the
right of any Party to thereafter enforce each and every such provision. No
waiver of any breach of this Agreement shall be held to be a waiver of any other
or subsequent breach.
Section 11.5 Governing Law. This Agreement and all matters relating to
the performance and subject matter hereof shall be governed by the laws of the
State of New York, without regard to its conflicts of laws provisions. The
exclusive jurisdiction for the resolution of all disputes relating to this
Agreement shall be the state or federal courts in the district in which New
York, New York is located, and the parties hereto hereby consent to the
jurisdiction of such courts to hear and resolve such disputes.
Section 11.6 Exhibits. All of the Exhibits attached hereto are hereby
incorporated by reference and made a part hereof.
Section 11.7 Captions. The captions of this Agreement are for convenience
only and shall not control or affect the meaning or construction of any of the
provisions of this Agreement.
Section 11.8 Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall be deemed to be an original but all of which
shall constitute but one and the same document.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
IN WITNESS WHEREOF, the Parties hereto have duly executed this Steel Slab
Products Supply Agreement the day and year first above written.
NKK CORPORATION
By:____________________________________
Name: Xxxxxxx Xxxxxxxx
Title: General Manager, Strategic Planning
NATIONAL STEEL CORPORATION
By:____________________________________
Name:__________________________________
Title:_________________________________
EXHIBIT A
ESTIMATED QUANTITIES
---------------------------------------------------------------------------
YEAR CALENDAR QUARTER QUANTITY
---------------------------------------------------------------------------
2000 2/nd/ Qr. 40,000 NT
3/rd/ Qr. 80,000 NT
4/th/ Qr. 80,000 NT
---------------------------------------------------------------------------
2001 1/st/ Qr. 80,000 NT
2/nd/ Qr. 80,000 NT
3/rd/ Qr. 80,000 NT
4/th/ Qr. 80,000 NT
---------------------------------------------------------------------------
2002 and thereafter 1/st/ Qr. 100,000 - 125,000 NT
until termination 2/nd/ Qr. 100,000 - 125,000 NT
3/rd/ Qr. 100,000 - 125,000 NT
4/th/ Qr. 100,000 - 125,000 NT
---------------------------------------------------------------------------
EXHIBIT B
PRICE FORMULA
-------------
I. Definitions.
For the purposes of this "Exhibit B", the following words, terms and
phrases shall have the following meanings:
"Base Price" means, on a net Ton basis for each applicable calendar
quarter, the Quarterly Hot Band Price less the Price Adjustment.
"DI/DRD Grade Price Premium" shall mean an amount equal to $20 per net Ton.
"IF Grade Price Premium" shall mean an amount equal to $30 per net Ton.
"Land Delivery Charge" means, on a net Ton basis during the first calendar
quarter during which deliveries of Steel Slab Products occur pursuant to this
Agreement, the cost to National to ship the Steel Slab Products from the port of
Philadelphia to GLD.
"Land Delivery Charge Adjustment" means, on a net Ton basis for each
applicable calendar quarter following the first calendar quarter, an adjustment
equal to, as applicable, (i) half of the amount by which the cost to ship the
Steel Slab Products from the port of Philadelphia to GLD exceeds the Land
Delivery Charge, or (ii) half of the amount by which the cost to ship the Steel
Slab Products from the port of Philadelphia to GLD is less than the Land
Delivery Charge.
"Ocean Delivery Charge" means, on a net ton basis, the aggregate of the
Ocean Delivery Charge Components during the first calendar quarter during which
deliveries of Steel Slab Products occur pursuant to the terms of this Agreement.
"Ocean Delivery Charge Adjustment" means, on a net Ton basis for each
applicable calendar quarter, an adjustment equal to, as applicable, (i) half of
the amount by which the actual aggregate cost of the Ocean Delivery Charge
Components is more than the Ocean Delivery Charge or (ii) half of the amount by
which the actual aggregate cost of the Ocean Delivery Charge Components is less
than the Ocean Delivery Charge.
"Ocean Delivery Charge Components" means (i) ocean freight to transport the
Steel Slab Products from Japan to the port of Philadelphia; (ii) ocean
insurance; (iii) interest; (iv) duties; and (v) cost of unloading the Steel Slab
Products to rail at the port of Philadelphia.
"Price Adjustment" means the average of the Yearly Hot Band Price less the
Slab Price; provided, however, that the Price Adjustment as calculated in each
-------- -------
applicable calendar quarter shall not be less than $75 per net Ton and shall not
be more than $115 per net Ton.
"Quarterly Hot Band Price" means the weighted average of spot prices
(including freight costs therefor) for hot band steel (with hot band steel being
defined as slab to hot mill rolling to direct shipment to a customer) sold by
National during the most recent calendar quarter.
"Slab Price" means the weighted average cost of slabs purchased by National
from all suppliers other than NKK during the immediately preceding four (4)
calendar quarters.
"Yearly Hot Band Price" means the weighted average of spot prices
(including freight costs therefor) for hot band steel (with hot band steel being
defined as slab to hot mill rolling to direct shipment to a customer) sold by
National during the most recent four (4) calendar quarters.
II. Quarterly Determination of Price
A. At the time National and NKK commence negotiations, pursuant to
Section 3.1 of the Agreement, regarding the quantities and Specifications of
Steel Slab Products for any calendar quarter, the price for Steel Slab Products
to be delivered for such calendar quarter shall be set using the process set
forth below.
B. The Parties acknowledge and agree that the Base Price includes the
Ocean Delivery Charge and the Land Delivery Charge.
C. The initial price payable by National to the Trading Company for the
Steel Slab Products during the first calendar quarter during which deliveries
occur shall be as follows:
For Steel Slab Products other than Steel Slab Products which are of a
DI/DRD grade or IF grade: The Base Price (hereinafter referred to as the "Slab
Products Price").
For Steel Slab Products which are of a DI/DRD grade: The Base Price + the
DI/DRD Grade Price Premium (hereinafter referred to as the "DI/DRD Slab Price").
For Steel Slab Products which are of an IF grade: The Base Price + the IF
Grade Price Premium (hereinafter referred to as the "IF Slab Price").
D. The price payable by National to the Trading Company for the Steel
Slab Products during subsequent calendar quarters shall be as follows:
For Steel Slab Products other than Steel Slab Products which are of a
DI/DRD grade or IF grade: The Slab Products Price +/- the Ocean Delivery Charge
Adjustment +/- the Land Delivery Charge Adjustment.
For Steel Slab Products which are of a DI/DRD grade: the DI/DRD Slab Price
+/- the Ocean Delivery Charge Adjustment +/- the Land Delivery Charge
Adjustment.
For Steel Slab Products which are of an IF grade: the IF Slab Price +/- the
Ocean Delivery Charge Adjustment +/- the Land Delivery Charge Adjustment.
E. Anything in this Agreement to the contrary notwithstanding the
following shall apply to each purchase of Steel Slab Products from the Trading
Company by National:
In no event shall the price of Steel Slab Products other than Steel Slab
Products which are of a DI/DRD grade or an IF grade be less than $205 per net
Ton or more than $260 per net Ton.
In no event shall the price of Steel Slab Products which are of a DI/DRD
grade be less than $225 per net Ton or more than $280 per net Ton.
In no event shall the price of Steel Slab Products which are of an IF grade
be less than $235 per net Ton or more than $290 per net Ton.
EXHIBIT C
CONFIRMATION
This Confirmation is issued pursuant to the terms of that certain Steel
Slab Products Supply Agreement dated as of __________ ("Agreement") by and
between NKK Corporation ("NKK") and National Steel Corporation ("National").
(1) Capitalized terms used in this Confirmation shall have the meanings
given to them in the Agreement.
(2) NKK and National hereby agree that during the ____ calendar quarter of
20__, NKK shall sell Steel Slab Products to the Trading Company, and the Trading
Company shall sell Steel Slab Products to National, in the quantity, at the
price and with the specifications set forth below:
Quantity: ___ Tons.
Price: ____ From the Trading Company to National;
$______ per Ton.
____ From NKK to the Trading Company: The price
payable by National as set forth above less the Ocean
Delivery Charge and the Land Delivery Charge.
Specifications: As set forth in the technical protocol no. ___
executed by National and NKK dated ________, attached hereto and made
a part hereof.
IN WITNESS WHEREOF, the parties have executed this Confirmation, this ___
day of ________________ ______.
NKK Corporation (NKK)
By:_________________________________
Name: Xxxxxxx Xxxxxxxx
Title: General Manager, Strategic Planning
NATIONAL STEEL CORPORATION
By:_________________________________
Name:_______________________________
Title:______________________________
EXHIBIT D
TERMS AND CONDITIONS OF SALE
1. TAXES: Except as otherwise required by law or otherwise agreed in writing,
The Trading Company agrees to pay and bear any United States federal, state,
local or foreign taxes, or other governmental charges upon the production,
transportation or sale of the goods supplied hereunder.
2. IDENTIFICATION: The Trading Company must show complete order number on
packing lists, bills of lading, other supporting documents and packages. Packing
lists must accompany all shipments. National reserves the right to return,
collect, all improperly marked shipments.
3. DELIVERY: Time of delivery is of the essence of this order. National
reserves the right to refuse any goods and to cancel all or any part of a
shipment if The Trading Company fails to deliver all or any part of the goods in
accordance with the terms of this Agreement. Acceptance of any part of a
shipment shall not bind National to accept future shipments nor deprive it of
the right to return goods already accepted.
4. NONCONFORMING GOODS: All goods must conform to this Agreement in respect to
quantity, quality and in all other respects and are subject to inspection and
acceptance by National after delivery. National's weight and count shall govern.
The Trading Company is liable for, and shall indemnify, defend and hold harmless
National from and against all losses, damages and liability arising in any way
in connection with any defective or nonconforming goods; in addition, National
shall have the right to return any defective or nonconforming goods at The
Trading Company's expense.
5. OCCUPATIONAL SAFETY AND HEALTH: The Trading Company represents that all
goods and/or services sold or furnished to National hereunder will comply with
all applicable laws and governmental regulations relating to the occupational
safety and health of employees, including, but not limited to, the United States
federal Occupational Safety and Health Act of 1970 and any rules, regulations,
standards or orders issued thereunder (herein collectively called "Occupational
Safety and Health Requirements"), and The Trading Company agrees to indemnify,
defend and hold harmless National from and against any claims, losses, damages,
fines, penalties, costs and expenses suffered or incurred by National as a
result of any violation or non-compliance with any Occupational Safety and
Health Requirements caused or contributed to by the failure of such goods and/or
services to so comply. The Trading Company agrees that, upon request, it shall
furnish to National any and all information regarding the ingredients of goods
sold or furnished to National hereunder and to comply with any other reasonable
request of National made in connection with the application of any Occupational
Safety and Health Requirements to National, its employees and property.
6. GOVERNMENTAL REQUIREMENTS: The Trading Company represents and warrants that
The Trading Company and all goods and/or services sold or furnished to National
hereunder will comply with all applicable United States federal, state and local
statutes, laws, ordinances, codes, rules, regulations, standards, orders or
other governmental requirements of any kind, and any amendments thereto
("Governmental Requirements"), including, without limitation, (1) the
requirements relating to equal employment opportunity contained in or authorized
by Federal Executive Order No. 11246 of September 24, 1965, as amended, and the
rules, regulations and relevant orders of the Secretary of Labor thereunder, (2)
the requirements contained in or authorized by the Fair Labor Standards Act of
1938, as amended, (3) the requirements contained in or authorized by the Federal
Toxic Substances Control Act, and (4) the requirements contained in or
authorized by the Federal Clean Air Act, as amended, or the Federal Water
Pollution Control Act, as amended. Any and all provisions required to be
included in a contract of this type by any applicable Governmental Requirements
are deemed to be incorporated herein. The Trading Company agrees to indemnify,
defend and hold harmless National from and against any claims, losses, damages,
fines, penalties, liabilities, costs and expenses suffered or incurred by
National as the result of any failure on the part of The Trading Company or its
goods and/or services to comply with any Governmental Requirements.
7. BUYER: The Trading Company shall not, without first receiving written
permission from National, in any manner advertise, publish or otherwise
disseminate the fact that The Trading Company has contracted to furnish to
National the goods and/or services specified herein or any other information
relating to this Agreement.
8. AUDIT: When, in the opinion of National, any aspect of the Agreement
requires financial or other auditing or appraisal, representatives designated by
National shall have the right to examine and copy any and all writings relating
to the Agreement in the possession or control of The Trading Company, and The
Trading Company agrees to make them available to National at reasonable times
for said purposes. National's right to audit shall extend for a period of one
year after the end of the Term. The Trading Company shall include in all
subcontracts a like provision under which National shall have the above rights
to audit each such subcontracts.
