MEMORANDUM OF AGREEMENT FOR ELECTRONIC ORDER PLACING

Made and entered into between

ARCELORMITTAL LIMITED
(hereinafter referred to as "ArcelorMittal")
and
ArcelorMittal customers
(hereinafter referred to as the "Buyer")

WHEREAS

A The Buyer and ArcelorMittal enjoyed a long standing business relationship and the Buyer is desirous to utilise ArcelorMittal’s electronic order placing system as provided for herein; and

B ArcelorMittal is prepared to accept the purchase orders for its products from the Buyer, subject to the terms and conditions as set out hereinafter.

1. INTERPRETATION

In this agreement the following words and expressions shall have the corresponding meanings as stated:

1.1	“Electronic Order Placing System”	means the placing of purchase orders for products produced by ArcelorMittal (Newcastle and Vereeniging Steel works) by electronic means;
1.2	“Commencement Date”	means the date of signature of this agreement;
1.3	“ArcelorMittal Direct Internet Access Systems; Terms and Conditions”	means the terms and conditions pertaining to the principal agreement which allows access to ArcelorMittal’s electronic network and which forms part of the terms and conditions of this agreement;

2. PLACING OF ELECTRONIC ORDERS

2.1 The Buyer agrees that in the event where it should wish to place Electronic Purchase Orders with ArcelorMittal, such order will be dealt with in accordance to the following procedures by ArcelorMittal, unless otherwise decided by ArcelorMittal:

2.1.1 the Buyer will place an electronic order by means of the Internet, the system notify the relevant order manager of ArcelorMittal in accordance to the detailed requirements provided from time to time by ArcelorMittal

2.1.2 the Electronic Order Placing System shall process the order in accordance to the appropriate ArcelorMittal systems, which inter alia includes a Persetel system or such other system as ArcelorMittal may direct from time to time, subject to the terms and conditions as laid down by ArcelorMittal from time to time;

2.1.3 the Buyer shall be entitled to access such processed documents through the relevant ArcelorMittal system, which may prevail at the specific time;

2.1.4 ArcelorMittal will subsequently to the receipt of the duly completed order, commence with the confirmation of the said order in accordance to its relevant systems;

2.1.5 confirmation of the order shall be processed through the applicable systems after which a formal notice will be forwarded to the Buyer. Such notice will be deemed as confirmation of the Buyer’s entitlement to utilise ArcelorMittal’s Electronic Order Placing System;

2.1.6 It is specifically recorded that the whole process and acceptance of the order shall also be subject to the ArcelorMittal’s General Conditions of Sale, which shall apply to all such transactions without exception.

2.2 It is further recorded that the entering into this agreement will not affect in any way any of the parties’ rights pursuant to any other purchase agreements entered into between the parties as well as agreements pertaining to the provisions of security in order to obtain credit facilities or undertakings by the Buyer to ArcelorMittal.

3. ArcelorMittal DIRECT INTERNET EXCESS SYSTEMS

3.1 It is further recorded that the terms and conditions of this agreement will, unless specifically otherwise provided for herein, be subject to the terms and conditions of the ArcelorMittal Direct Internet Document Access System; Terms and Conditions, which will be attached to this agreement as part of the agreement.

3.2 The Buyer agrees that it has apprised itself with the contents of the ArcelorMittal Direct Internet Document Access System terms and conditions and regards it as binding on itself.

4. INVOICING

It is recorded that the prevailing invoicing systems of ArcelorMittal shall remain operational and in use after acceptance of the agreement and this agreement only applies to the process of Electronic Order Placing Systems, to be utilised by the Buyer.

5. TECHNICAL SECURITY

5.1 It is recorded that the site established for the placing of orders by ArcelorMittal will be SSL3.0 encrypted (1024 bit encryption) and in order for the Buyer to utilise the Electronic Order Placing Systems, the Buyer is to ensure that its browser support such ASSL encryption.

5.2 It is further recorded that only authorised users to the NIPPS web system will have access to the necessary required web systems and reports in order to utilise the noted Electronic Order Placing Systems.

5.3 It is recorded that at the time of entering into this agreement the NIPPS user database is maintained by the security officer of the ArcelorMittal Newcastle and AST situated in KwaZulu-Natal.

5.4 The Buyer will be required to change its password every 30 (thirty) days for reasons of security. ArcelorMittal will not be liable for any losses or damages arising from the failure by the Buyer to comply herewith and the duty and obligation to maintain and preserve the secrecy and confidentiality of this passwords, shall at all times vest with the Buyer.

5.5 It is further recorded that ArcelorMittal, at its discretion, will keep the following logs:

5.5.1 login attempts (successful and unsuccessful)

5.5.2 password changes (successful and unsuccessful)

5.5.3 new user registration requests

5.5.4 password deliveries

Information pertaining to this will be disclosed to the Buyer at ArcelorMittal’s discretion.

6. REGISTRATION OF NEW USERS

6.1 Application for use will after entering into the agreement be processed on an on-line basis. The Buyer will apply for registration on-line. The registration process includes a security procedure where the Buyer will be required to answer 6 (six) questions or alternatively, such amount of questions as may be determined by ArcelorMittal from time to time.

6.2 After receipt, the relevant security officer of ArcelorMittal will do the basic validation.

6.3 The designated order manager and account managers of ArcelorMittal in charge of the NIPPS systems, shall be responsible for the approval of the new buyer’s access. This will be done by means of a written application prepared by the said security officer.

6.4 On approval, the security officer will instruct the designated parties of the registration of the new user on the NIPPS system, with the appropriate rights and obligations pertaining to the web systems.

6.5 The relevant security officer will notify the Buyer of the successful registration by means of e-mail.

6.6 It is recorded that ArcelorMittal may from time to time, at his discretion, change the above-noted procedure and that the right of the Buyer to use the Electronic Data Purchasing Systems will at all time vest solely within the discretion of ArcelorMittal.

7. INDEMNITY

It is specifically recorded that in additional to all other indemnities which form part of this agreement, the Buyer indemnifies ArcelorMittal against any claim or loss, which the Buyer may suffer as a result of the Buyer’s use of the Electronic Data Purchasing System and in particular as a result of any wrong, unauthorised and/or wrongful instructions or information provided by the Buyer or any other authorised person, or person who can reasonably be deemed to be authorised.