MEMORANDUM OF AGREEMENT FOR ELECTRONIC ORDER PLACING
Made and entered into between
(hereinafter referred to as "ArcelorMittal")
(hereinafter referred to as the "Buyer")
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.
In this agreement the following words and
expressions shall have the corresponding meanings as stated:
means the placing of purchase orders for products produced by
ArcelorMittal (Newcastle and Vereeniging Steel works) by electronic
means the date of signature of this agreement;
“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:
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
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
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.
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
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.
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.