EXHIBIT 10.2
MEMORANDUM OF AGREEMENT MA-06
-----------------------------
The Memorandum of Agreement MA-06 is made this 11th of December, 1996 by and
between Companhia Siderurgica de Tubarao ("Seller") and California Steel
Industries, Inc. ("Purchaser") (collectively denominated "Parties") in view of
the following:
Whereas, Seller and Purchaser entered into the Agreement for Purchase and Sell
of Carbon Steel Slabs ("the Agreement") on December 5, 1984; and
Whereas, Seller and Purchaser subsequently amended the Agreement by the
execution of Memorandum of Agreements "MA-01, ▇▇-▇▇, ▇▇-▇▇, ▇▇-▇▇, ▇▇▇ ▇▇-▇▇";
and
Whereas, Seller and Purchaser wish to amend the quantity of slabs provided for
in Exhibit A of the Agreement; and
Whereas, Purchaser and Seller are willing to include some additional provisions
to adjust the base price of slabs;
Now THEREFORE, Seller and Purchaser agree to modify the Agreement as amended as
follows:
1. Seller must guarantee supply of a stable quantity of steel
slabs to Purchaser at the market price, which basic terms and
conditions are to be agreed upon by the parties, observing
the following volumes, subject to adjustments commonly agreed
to by Purchaser and Seller:
1
Optional Additional
Calendar Volume Guaranteed Volume in Metric
Year in Metric Tons Tons
1997 930,000 -
1998 1,150,000 300,000
1999 1,300,000 300,000
2000 1,350,000 300,000
Beyond 2000 1,450,000 300,000
The above guaranteed amounts shall replace the amount set fourth
in Exhibit A of the Agreement.
2. In the year that Seller relines its Blast Furnace number 1 (one)
the guaranteed and the optional volumes of slabs shall be reduced
by 22%. A six months notice of this relining will be given by
Seller to Purchaser.
3. Purchaser's election for the additional volume shall be given to
Seller on or before October 1, of the previous year. The total
volume so elected shall be delivered by Seller equally
distributed by calendar quarter.
4. Upon mutual agreement, the parties may reduce or increase the
volumes scheduled for a particular quarter. Neither party may do
so without the consent of the other.
5. Seller shall propose to Purchaser the expected base price of
slabs to be charged in the following calendar quarter deliveries
no later than forty (40) calendar days prior to the commencement
of such quarter.
6. If the Purchaser does not accept this proposal, Seller and
Purchaser, based on the best updated information from the market,
will develop a free negotiation and must mutually decide the slab
base price on or before the twenty-fifth (25th) day prior
2
to the beginning of such quarter. Both parties will use their
best efforts to make this negotiation successful.
7. If the Parties do not agree the slab base price until the 25th
(twenty-fifth) day prior to the quarter, they will immediately
set a provisional price for that next quarter. The Parties will
continue to negotiate the final price until reaching an
agreement. The payment of the difference between the provisional
and final base price will be made by the appropriate party as
soon as practical following determination of slab base price.
8. One year after this agreement is in effect, the Parties will
analyze the effectiveness of the rules established on the clauses
5th (fifth) and 6th (sixth), above. The parties will then
mutually decide to leave rules as written, or modify them as
appropriate.
9. The Parties agree to amend the article 3 (three) of the Agreement
extending its effects until December 31, 2004, and continue
thereafter until six (6) months written notice of cancellation is
given by either party to the other.
11. This Memorandum of Agreement is effective as of the date it is
executed by both parties.
12. In all other respects the Agreement as amended remains unchanged.
In Witness Whereof, Seller and Purchaser have caused this Memorandum to be
executed on the day and year first above written.
/s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ /s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
--------------------------------- ---------------------------------
California Steel Industries, Inc. Companhia Siderurgica de Tubarao
CSI CST
3
MEMORANDUM OF AGREEMENT MA-05
-----------------------------
This MEMORANDUM OF AGREEMENT NO.05 is made this 22nd of May, 1987 by and between
Companhia Siderurgica de Tubarao ("Seller") and California Steel Industries,
Inc. ("Purchaser").
WITNESSETH THAT
---------------
WHEREAS, Seller and Purchaser entered on December 5, 1984, the Agreement for
Purchase and Sale of Carbon Steel Slabs (the "Agreement");
WHEREAS, the Agreement provides for the base price of the slabs to be adjusted
for every calendar quarter through the application of a specific formula under
item 3 of the Exhibit A to the Agreement;
WHEREAS, Seller and Purchaser are willing to revise the principle to adjust the
base price of slabs;
NOW THEREFORE, Seller and Purchaser do hereby agree as follows:
1. Seller shall inform Purchaser the expected base price of slabs to
be charged for the following calendar quarter deliveries no later
than forty (40) days prior to the commencement of such quarter.
2. Seller and Purchaser shall mutually decide said base price on or
before the twenty-fifth (25th) day prior to the beginning of such
quarter.
3. The unit base price for the first quarter of 1987 shall be
US$178/mt (one hundred seventy-eight US dollars per metric ton),
and for the second quarter of 1987 shall be US$181/mt, (one
hundred eighty-one US dollars per metric ton).
4. For purposes of price application, calendar quarter deliveries
shall be determined by the ▇▇▇▇ of Lading dates.
In Witness Whereof, Seller and Purchaser have caused this Memorandum to be
executed on the day and year first above written.
/s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇ /s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
---------------------------------- --------------------------------------
CALIFORNIA STEEL INDUSTRIES, INC. COMPANHIA SIDERURGICA DE TUBARAO - CST
MEMORANDUM OF AGREEMENT NO. MA-04
This MEMORANDUM OF AGREEMENT NO. MA-04 is made this 11th day of December
1986 by and between Companhia Siderurgica de Tubarao - CST ("Seller") and
California Steel Industries, Inc. ("Purchaser").
WITNESSETH THAT
WHEREAS, Seller and Purchaser entered into on December 5, 1984, the
Agreement for Purchase and Sale of Carbon Steel Slabs (the "Agreement"); on June
7, 1985 the first Memorandum of Agreement (the "Memorandum"); and on December 9,
1986 the second Memorandum of Agreement No. MA-02 (the "Memorandum MA-02");
WHEREAS, the Memorandum provides for certain conditions to provisorily
apply the minimum contractual price as the sales price of Slabs;
WHEREAS, the Memorandum MA-02 provides for a waiver in the minimum
contractual price during 1986 deliveries and establishes that the parties shall
settle the compensation due to the Memorandum and ▇▇▇▇▇▇▇▇▇▇ ▇▇-▇▇;
Now therefore, Seller and Purchaser do hereby agree as follows:
Notwithstanding any provision to the contrary contained in the
Agreement, the Memorandum, and the Memorandum MA-02, Purchaser agrees to
compensate Seller in the amount equivalent to US$1,526,064.47 (One
million five hundred twenty-six thousand sixty-four dollars and 47
cents).
In Witness Whereof, Seller and Purchaser have caused this memorandum to
be executed on the day and year first above written.
/s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇/▇. ▇▇▇▇▇▇▇ /s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
-------------------------------- --------------------------------
CALIFORNIA STEEL INDUSTRIES, INC. COMPANHIA SIDERURGICA DE TUBARAO
MEMORANDUM OF AGREEMENT NO. MA-03
This MEMORANDUM OF AGREEMENT NO. MA-03 is made this 11th day of December
1986 by and between Companhia Siderurgica de Tubarao - CST ("Seller") and
California Steel Industries, Inc. ("Purchaser").
WITNESSETH THAT
WHEREAS, Seller and Purchaser entered into on December 5, 1984, the
Agreement for Purchase and Sale of Carbon Steel Slabs (the "Agreement"); on June
7, 1985 the first Memorandum of Agreement (the "Memorandum"); and on December 9,
1986 the second Memorandum of Agreement No. MA-02 (the "Memorandum MA-02" );
WHEREAS, the Memorandum provides for certain conditions to provisorily
apply the minimum contractual price as the sales price of Slabs;
WHEREAS, the Memorandum MA-02 provides for a waiver in the minimum
contractual price during 1986 deliveries and establishes that the parties shall
settle the compensation due to the Memorandum and Memorandum MA-02;
WHEREAS, Seller recognizes the necessity to settle certain claims
occurred on Ships No. 1, 2, 3, 4 and 5 to Purchaser.
Now therefore, Seller and Purchaser do hereby agree as follows:
Notwithstanding any provision to the contrary contained in the
Agreement, the Memorandum, and the Memorandum MA-02, Seller agrees to
compensate Purchaser in the amount equivalent to US$861,738.11 (Eight
hundred sixty-one thousand seven hundred thirty-eight dollars and 11
cents).
In Witness Whereof, Seller and Purchaser have caused this Memorandum to
be executed on the day and year first above written.
/s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇
/s/ ▇. ▇▇▇▇▇▇▇ /s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
-------------------------------- --------------------------------
CALIFORNIA STEEL INDUSTRIES, INC. COMPANHIA SIDERURGICA DE TUBARAO
MEMORANDUM OF AGREEMENT NO. MA-02
This MEMORANDUM OF AGREEMENT NO. MA-02 is made this 9th of December,
1986 by and between Companhia Siderurgica de Tubarao - CST ("Seller") and
California Steel Industries, Inc. ("Purchaser").
WITNESSETH THAT
WHEREAS, Seller and Purchaser entered into on December 5, 1984 the
Agreement for Purchase and Sale of Carbon Steel Slabs (the "Agreement") and on
June 7th, 1985 the first Memorandum of Agreement (the "Memorandum");
WHEREAS, the Agreement provides for that the sales price of Slabs to be
delivered under the Agreement on or after April 1, 1985 shall be determined
pursuant to the price adjustment formula set forth in Exhibit A to the
Agreement;
WHEREAS, the Memorandum provides for certain conditions to provisorily
apply the minimum contractual price as the sales price of Slabs to be delivered
under the Agreement for the second and third quarters (April - September), 1985;
WHEREAS, the continuing depression of the U.S. West Coast Market for
steel products is seriously affecting Purchaser;
WHEREAS, Seller is willing to concede a waiver in the minimum
contractual price during 1986 deliveries in order to assist Purchaser to
overcome said situation under certain conditions;
NOW THEREFORE, Seller and Purchaser do hereby agree as follows:
1 - Notwithstanding any provision to the contrary contained in the Agreement
and the Memorandum, the sales price of the Slabs of standard
specifications to be delivered under the Agreement during the 1st and
2nd quarters (January - June), 1986 shall be on hundred sixty-eight
dollars and sixty cents (US$ 168.60 - waived sales price) per Metric Ton
on F.O.B. ST Praia Mole basis.
The waived sales price of the Slabs of standard specifications to be
delivered during the 3rd and 4th quarters (July - December), 1986, shall
be mutually agreed up to June 5, 1986, and September 5, 1986,
respectively.
2 - The minimum contractual price specified in the Agreement and the same
conditions of the Memorandum shall be applied to the fourth quarter,
1985.
3 - The compensation, which is entered an account to Purchaser's debit, for
the shipments made during the second, third and fourth quarters 1985
established on the first Memorandum as well as that, which is entered an
account to Purchaser's credit, of the first shipment realized on the
first quarter of 1986 shall be effected together on a date during 1987
to be mutually agreed upon by the Parties.
4 - The killed steel extras contained in Exhibit D of the Agreement shall be
changed and valid during 1986 as follows:
FROM TO
---- --
- K-LC US$ 21/MT US$ 12/MT
- L-LMn US$ 21/MT US$ 12/MT
- K-HMn Mn > 1% US$ 30/MT US$ 15/MT
5 - The capitalized terms used herein shall have the same meanings as
ascribed to them in the Agreement.
6 - This Memorandum of Agreement does not cancel the pricing and adjustment
Articles of the Agreement as well as the special conditions of the first
memorandum of Agreement and shall remain valid throughout the year of
1986.
In Witness Whereof, Seller and Purchaser have caused this Memorandum to be
executed on the day and year first above written.
/s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇ /s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
/s/ ▇. ▇▇▇▇▇▇▇ /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
--------------------------------- --------------------------------
California Steel Industries, Inc. Companhia Siderurgica de Tubarao -
CST
MEMORANDUM OF AGREEMENT
-----------------------
This MEMORANDUM OF AGREEMENT is made this 7th day of June, 1985 by and
between Companhia Siderurgica de Tubarao - CST ("Seller") and California Steel
Industries, Inc. ("Purchaser").
WITNESSETH THAT:
WHEREAS, Seller and Purchaser entered into on December 5, 1984 the
Agreement for Purchase and Sale of Carbon Steel Slabs (the "Agreement");
WHEREAS, the Agreement provides for that the sales price of Slabs to be
delivered under the Agreement on or after April l, 1985 shall be determined
pursuant to the price adjustment formula set forth in Exhibit A to the
Agreement;
WHEREAS, the sales price applicable to the Slabs of standard
specifications to be delivered during the second and third quarters, 1985 will
be one hundred and eighty dollars and forty-eight cents ($180.48) per Metric Ton
on F.O.B. Praia Mole basis if determined pursuant to the above-mentioned price
adjustment formula;
WHEREAS, Purchaser is soliciting Seller for certain discount of the said
sale price applicable to the second and third quarters, 1985 delivery,
considering the current depression of the U.S. West Coast Market for steel
products; and
WHEREAS, Seller is willing to accept the Purchaser's above solicitation
with certain conditions;
NOW THEREFORE, Seller and Purchaser do hereby agree as follows:
-1-
1. Notwithstanding any provision to the contrary contained in the Agreement,
the sales price of the Slabs of standard specifications to be delivered
under the Agreement during the second and third calendar quarters (April-
September), 1985 shall be One Hundred Seventy-Four Dollars ($174.00) per
Metric Ton on F.O.B. Praia Mole basis.
2. Purchaser shall compensate Seller for the difference between (i) the
total sales value of the Slabs delivered during the second and third
calender quarters, 1985 which CST would have received from Purchaser if
the sales price thereof had been determined in compliance with the
Agreement and (ii) the total sales value thereof which CST will receive
under the discounted sales price as agreed upon in Item 1 above, by
adjusting such difference to the sales value of the Slabs to be delivered
under the Agreement during the fourth calendar quarter, 1985 and, if not
possible, during the first calendar quarter, 1986.
3. The capitalized terms used herein shall have the same meanings as
ascribed to them in the Agreement.
In witness whereof, Seller and Purchaser have caused this Memorandum to
be executed on the day and year first above written.
California Steel Industries, Inc. Companhia Siderurgica de Tubarao - CST
/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
---------------------------------- --------------------------------------
By: By:
Title: Title:
/s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇ /s/ J. Wellington Rezende
---------------------------------- --------------------------------------
By: By:
Title: Title:
-2-
AGREEMENT FOR THE PURCHASE OF CARBON STEEL SLABS
BETWEEN
CALIFORNIA STEEL INDUSTRIES, INC.
AND
COMPANHIA SIDERURGICA DE TUBARAO
TABLE OF CONTENTS
-----------------
DOCUMENT TAB NUMBER
------- ----------
Agreement 1
Exhibit A - Quantity, Price and Delivery Conditions 2
Exhibit B - Technical Protocol 3
Exhibit C - Shipping Conditions 4
Exhibit D - Extras 5
Miscellaneous 6
Companhia Siderurgica
De Tubarao - CST
Avenida Princesa ▇▇▇▇▇▇ - 10(degree) Andar
Vitoria, BRAZIL
Attention:
-------------------------------------
Re: Agreement For Purchase and Sale
of Carbon Steel Slabs,
dated December 5, 1984
-------------------
Gentlemen:
This letter is written for the purpose of clarifying our mutual
understanding of the following:
Includable as deductible costs on resale of slabs by CST under the
conditions provided in Section 8.6 of the above-referenced agreement, at page 9,
are any Brazilian government export incentive payments lost by CST as a result
of nonexport of the slabs, up to the maximum of fifteen percent (15%) of the
selling price of the slabs then applicable to California Steel Industries, Inc.
If the foregoing adequately sets forth our mutual understanding, please
so indicate at the place provided on the enclosed copy of this letter, and
return that copy to us.
Very truly yours,
CALIFORNIA STEEL INDUSTRIES, INC
Acknowledged and agreed this
day of , 1984.
----- ------------ /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇
COMPANHIA SIDERURGICA DE TUBARAO
By: /s/ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
---------------------------------
Title: DIRECTOR
-------------------------------
AGREEMENT FOR PURCHASE AND
SALE OF CARBON STEEL SLABS
--------------------------
THIS AGREEMENT made and entered into this 5th
---
day of December, 1984, by and between
--------
COMPANHIA SIDERURGICA DE TUBARAO - CST, a
corporation organized and existing under the
laws of Brazil with main office at Avenida
Princesa ▇▇▇▇▇▇, 599 - 10(degree) andar,
Vitoria, State of Espirito Santo, Brazil
(hereinafter referred to as "Seller") and
CALIFORNIA STEEL INDUSTRIES, INC., a
corporation organized and existing under the
laws of the State of Delaware, United States
of America with main office at ▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
(hereinafter referred to as "Purchaser"),
Seller and Purchaser hereinafter collectively
referred to as "Parties".
WHEREAS, Purchaser desires to continuously purchase the slabs (as hereinafter
defined) from Seller; and
WHEREAS, Seller desires to continuously sell the slabs to Purchaser;
NOW IT IS HEREBY AGREED as follows:
ARTICLE 1
Definitions
-----------
The defined terms used in this Agreement shall, unless the context
indicates otherwise, have the meanings specified in this Article l.
(a) "Slabs" shall mean carbon steel slabs manufactured by
-----
Seller's slabbinq mill which meet the technical specifications set forth in the
technical protocol, dated August 30, 1984, and which may be revised in December,
1984, attached hereto as Exhibit B and incorporated herein by reference.
(b) "Ton" shall mean a metric ton of 2,204.6 pounds
---
avoirdupois.
(c) "Dollars" and "Cents" shall mean lawful money of the
------- -----
United States of America.
(d) "F.O.B." shall mean free-on-board as defined in
------
"Incoterms," 1953 as amended in effect as of the date hereof and as published by
the International Chamber of Commerce.
(e) "▇▇▇▇ of Lading" shall mean the document of title
--------------
evidencing receipt of the cargo loaded, signed by the master of the vessel, or
under his authorization.
(f) "Purchase Order" shall mean Purchaser's written order
--------------
for slabs under this Agreement, setting forth quantity, specifications, unit and
total price, which may be issued by telex, telecopy or other written form.
2
(g) "Cargo Readiness Date" shall mean a date on or before
--------------------
which the slabs shall be ready for delivery to the Purchaser as set forth in
item 8.2 hereof.
ARTICLE 2
Purchase and Sale
-----------------
Seller agrees to sell and deliver, and Purchaser agrees to purchase
and take delivery of the slabs, in the quantities, at the prices and in
accordance with the terms, conditions and specifications stated herein.
ARTICLE 3
Term of Agreement
-----------------
This Agreement shall become effective retroactive as of September 1,
1984, and shall remain in effect until December 31, 1999, and continue
thereafter until six (6) months written notice of cancellation is given by
either party to the other.
ARTICLE 4
Price and Payment
-----------------
The sales price and payment for all slabs sold and purchased hereunder
shall be as provided for in Exhibit A, attached hereto and incorporated herein
by reference.
3
ARTICLE 5
Quantities
----------
5.1 Quantity. Quantities of slabs to be sold and delivered under
--------
this Agreement shall be as provided for in Exhibit A. If Seller is unable to
supply any or all of the quantities ordered, Purchaser shall have the right to
purchase slabs from alternative sources.
5.2 Re-Sale. The slabs shall be supplied solely for re-rolling at
-------
Purchaser's Fontana plant, and Purchaser shall not re-sell the slabs to any
other party for any purpose, without previous understandings between the parties
and with Seller's prior written consent, which consent shall not be unreasonably
withheld.
ARTICLE 6
Purchaser's Specifications
--------------------------
6.1 General Slab Characteristics. The slabs to be purchased and
----------------------------
delivered under this Agreement shall meet the applicable specifications,
including marking, as set forth in Exhibit B, which exhibit may be amended from
time to time by mutual agreement of the parties. If slabs are improperly
conditioned or marked, the provisions of Article 11 shall apply.
6.2 Physical Characteristics. Each type of slab shall conform to the
------------------------
physical characteristics for that type of slab as set forth in Exhibit B.
Dimension will be expressed in the im-
4
perial system unless otherwise agreed upon. Seller will determine weights by
actual scale weighing in metric tons. In case of breakdown of Seller's weighing
scale, the weight of the slabs shall be calculated as defined in Exhibit B.
Weights shall be used for the computation of sales prices set forth in Exhibit
A. Seller will provide documentation of measurements for each slab and total
shipment weights.
Purchaser may measure and weigh each slab upon arrival at its Fontana
plant. If Purchaser reports a different measurement or weight than the Seller,
the provisions of Article 11 shall apply.
6.3 Chemical Characteristics. Seller, at Seller's expense, will
-------------------------
furnish Purchaser with such mill test records of chemical characteristics as
Purchaser may require, as set forth in Exhibit B.
Purchaser may test each slab at its Fontana plant within the schedule
as per Article 11. If Purchaser's test demonstrates that a slab does not meet
the specifications for its type as specified in Exhibit B, the provisions of
Article 11 shall apply.
ARTICLE 7
Warranties
----------
7.1 Seller's Warranties. Seller warrants to Purchaser that it has
-------------------
lawful title to the slabs, that the title conveyed
5
shall be good and its transfer lawful, and that the slabs shall be delivered
free from any security interest or other lien or encumbrance upon title.
Seller further warrants to Purchaser that the slabs will meet the
specifications stated in Exhibit B and that the manufacture and sale of slabs
does not and will not infringe upon any patent, trademark or copyright.
Seller shall indemnify and hold Purchaser free and harmless from and
against any and all claims, demands, costs and liabilities, including legal
expenses, arising out of any breach or claim of breach of the warranties in this
item.
7.2 Purchaser's Warranties. Purchaser warrants to Seller that the
----------------------
slab specifications provided by Purchaser to Seller do not and will not infringe
upon any patent, trademark or copyright, and shall indemnify and hold Seller
free and harmless from and against any and all claims, demands, costs and
liabilities, including legal expenses, arising out of any breach or claim of
breach of the warranties in this item.
ARTICLE 8
Purchase Orders for Slabs
-------------------------
8.1 Delivery Instructions. Purchaser will submit to Seller, by the
---------------------
dates stated in item 8.2, its purchase order confirming the data as determined
in item 1.1(f) required for each shipload. Any other terms and conditions of
such purchase orders
6
which are in addition to or in conflict with the provisions of this Agreement
shall not apply to sales of slabs hereunder.
8.2 Delivery Dates. Purchaser shall deliver its purchase order(s) to
--------------
Seller either on the tenth (10th), twentieth (20th) or thirtieth (30th) day of
each month, and in accordance with Exhibit A, and Seller will deliver the
ordered slabs within the following time periods. From the date of receipt of a
purchase order, Seller shall, within ten (10) calendar days, acknowledge receipt
of such purchase order and, as long as the slabs specifications are per Exhibit
B, the slabs shall be ready for loading thirty (30) calendar days after the date
of Seller's issuance of acknowledgment of receipt of such purchase order. Should
the Seller be unable to produce any slabs ordered, Seller shall within the above
ten (10) day period notify Purchaser, who shall specify within three (3) working
days alternative specifications.
8.3 New Specifications of Slabs. In the event that new specifications
---------------------------
with respect to sizes, other than those of Exhibit B are required by Purchaser,
Seller shall use its best efforts to study such specifications and inform
Purchaser of its acceptance or counter offer within three (3) working days. With
respect to new specifications regarding grade, type of steel and chemical
composition, Seller shall inform Purchaser within five (5) working days.
8.4 Delay in Delivery. Subject to the provisions of Article 9, if
-----------------
Seller is unable to make delivery of the slabs
7
specified in Purchaser's purchase orders by the time such delivery is
established under item 8.2, and provided the vessel has arrived within the time
specified, or as otherwise mutually agreed, any deadfreight and/or demurrage
shall be borne by Seller. If Purchaser is required to terminate or renegotiate a
shipping contract because of any such delay in Seller's deliveries, Seller shall
also reimburse Purchaser for all direct costs, expenses and termination
penalties reasonably incurred by Purchaser in connection therewith and duly
verified by Seller.
8.5 Default by Purchaser to Make Vessel Ready for Shipment. In case
------------------------------------------------------
the Purchaser fails to make the vessel ready to load any of the shiploads of the
slabs which Seller has made ready for loading within fifteen (15) days from the
cargo readiness date, delivery of such shipload of the slabs shall be deemed to
have been made, and title and risks of the slabs shall automatically transfer
from Seller to the Purchaser. In such case, Seller shall acquire the right to
receive payment of the slabs by executing the letter of credit. For the purpose
of collecting payment, Seller shall issue a warehouse receipt in original which
will substitute for the documents prescribed in the letter of credit, except for
the commercial invoice.
8.6 Storage of Slabs. In case Purchaser fails to provide a ship for a
----------------
period of time in excess of forty-five (45) days from the cargo readiness date
for the shipload set forth in each purchase order, Seller shall, for the
Purchaser, continue to store the slabs in Seller's plant until the Purchaser
will have
8
actually taken delivery thereof, provided that the Purchaser shall bear and pay
to Seller the storage cost duly demonstrated by Seller from the date next to the
last day of the said forty-five (45) day period until the day on which the
Purchaser will have actually taken delivery of the slabs. The storage cost shall
be paid by Purchaser within thirty (30) days of its receipt of Seller's debit
note which shall be issued by Seller once every thirty (30) days. After the
expiration of ninety (90) days from the cargo readiness date, should Purchaser
not have taken delivery of the slabs, Seller will be entitled to re-sell said
slabs in the market, remitting to Purchaser the lesser of the sales price
received from Purchaser and the sales price obtained in the market, after
deduction of all expenses and costs resulting from the cancelled shipment.
For the above purpose, Purchaser hereby expressly gives to Seller
the necessary power to, in name of Purchaser, sell the slabs and receive and
give receipt of any amount received for such a sale.
8.7 Release of Obligation. The provisions of item 8.5, however, shall
---------------------
not release Seller from its obligations to load, in accordance with Exhibit C
hereof, the slabs stored in Seller's plant as provided in item 8.6 on board the
vessel which the Purchaser will allocate later for the slabs, without prejudice
to Seller's right to dispose of the slabs as provided under item 8.6.
9
ARTICLE 9
Force Majeure
-------------
9.1 Force Majeure. Subject to the notice provisions in item 9.2 and
-------------
without prejudice to the provisions of 8.5 through 8.7, neither Seller nor
Purchaser (herein called the "Affected Party") shall be liable for any delay or
failure to perform their respective obligations under this Agreement due to any
cause beyond the reasonable control of the Affected Party, including, but not
limited to, shortage of vessels, fires, strikes, boycotts, lockouts, civil
commotion, war, embargoes, floods, earthquakes, acts of God, actions, demands or
requirements of governmental activities, and restraints or quotas imposed by
statute or other means. In the event that Purchaser evokes shortage of vessels,
Seller will have the right to contract any kind of vessel for shipment not yet
effected, independently of the quantities per shipment as stated in item 1 -
Exhibit A. In such case the sales conditions will change from the FOB to the C&F
or CIF condition, according to Purchaser choice, which then will reimburse
Seller for all expenses resulting from the changes in the sales conditions.
Purchaser will be held responsible to provide all the necessary modifications in
the pertinent documentation, including the letter of credit.
10
9.2 Notice. The party whose performance of any obligation is directly
------
affected or who has reason to believe such performance may be affected by reason
of any of the "force majeure" causes referred to in item 9.1 shall immediately
give notice thereof to the other party by telex or cable and shall also, within
ten (10) days thereafter, give written notice of the particulars of the event,
including available supporting documentation. The party so affected shall also
take reasonable steps to resume performance hereunder with the least possible
delay. If delay in the delivery of slabs due to such causes continues for a
period of sixty (60) days beyond the delivery date specified in the purchase
order, then such delivery may be cancelled by either party on written notice to
the other. Failure or delay in obtaining export licenses shall not be excused as
to any shipment unless Seller shall have declared force majeure with respect to
all or any part of the tonnage to be loaded at or prior to the time of
Purchaser's fifteen (15) day notice of the vessel's estimated arrival date at
the loading port. In the event that slabs were already produced, or whenever the
production of other slabs cannot be promptly suspended for technical reasons, a
written notice of force majeure shall not release Purchaser from the obligation
for the payment of said slabs, and item 8.6 shall be in full force and
specifically applicable in this case. For purposes of this item, the production
of other slabs shall include the steelmaking production which has been commenced
and which must be duly completed to finished slabs up to five thousand (5,000)
tons.
11
ARTICLE 10
Cancellation
------------
If either party shall:
(1) Materially default in performance hereof or breach any of
its obligations hereunder, but not limited to payment for any shipment, and,
upon written notice by the other party, shall not cure such default diligently
and within a reasonable time;
(2) become insolvent or a trustee or receiver of its business
or assets is appointed by any court; or,
(3) if it shall make an assignment for the benefit of
creditors; then in any of such events, the other party may cancel this Agreement
in whole or in part by written notice, without liability or obligation
whatsoever, by reason of or resulting from such cancellation. The cancellation
or the right to cancel this Agreement does not constitute a waiver by either
party of its rights or remedies under this Agreement or as provided by law.
ARTICLE 11
Claims
------
11.1 Inspection. For purposes of vessel loading only, inspection by
----------
Seller before shipment shall be conclusive for determination that the slabs were
in accordance with the general
12
specifications as set forth in Exhibit B hereunder, but this shall not preclude
Purchaser's inspection for purposes of the warranties set forth herein and in
this Article 11.
11.2 Purchaser's Claims of Failure to Meet General Specifications and
----------------------------------------------------------------
Warranties. Purchaser will inspect slabs upon their arrival at its Fontana
----------
plant, but not later than thirty (30) days after arrival of vessel at
destination port berth, for patent defects. If slabs are not properly
conditioned or marked, or have other patent defects, Purchaser will notify
Seller with documentary evidence, including photographs, of the patent defects
of such nonconformity or defects, within thirty (30) days of the arrival of the
slabs. Seller will then have a reasonable opportunity to inspect such slabs in
order to arrive to a mutually agreed settlement of the claim. Unless Seller
instructs Purchaser otherwise within thirty (30) days of its receipt of the
notice of defect(s), Purchaser may condition or ▇▇▇▇ the slabs, or otherwise
proceed to cure the defect. The reasonable cost, duly proven, of curing the
defect shall be paid by Seller.
11.3 Purchaser's Claims of Failure to Meet Physical and/or Dimensional
-----------------------------------------------------------------
Specifications. Purchaser may measure and weigh each slab upon its arrival at
--------------
its Fontana plant, but not later than thirty (30) days after its arrival at
destination port berth. If the size or weight of a slab does not meet the
specification set forth in Exhibit B, Purchaser will promptly notify Seller of
such failure. Seller will then have a reasonable opportunity to inspect such
slabs in order to arrive to a mutually agreed settlement of the claim.
13
Unless Seller instructs Purchaser otherwise within thirty (30)
days of its receipt of the notice of nonconformity or defects, Purchaser may
proceed to either sell the slab on the open market, or use or scrap the slab in
its operations. If the slab is sold, the Seller will pay the difference between
Purchaser's purchase price and the sales price. If the slab is used or scrapped,
the Seller will pay the difference between Purchaser's purchase price and the
value of the slab as scrap or for the purpose for which it was used.
11.4 Purchaser's Claims of Failure to Meet Chemical Specifications.
-------------------------------------------------------------
Purchaser may test the chemical properties of each slab, but not later than one
hundred fifty (150) days after arrival at destination port berth. If Purchaser's
test shows that a slab does not have the chemical characteristics required under
Exhibit B, Purchaser will promptly notify Seller of such failure, Seller will
then have a reasonable opportunity to inspect such slabs in order to arrive to a
mutually agreed settlement of the claim. Unless Seller instructs Purchaser
otherwise within thirty (30) days of its receipt of the notice of such failure,
Purchaser may proceed to either sell the slab on the open market, or use or
scrap the slab in its operations. If the slab is sold, the Seller will pay the
difference between Purchaser's purchase price and the sales price. If the slab
is used or scrapped, the Seller will pay the difference between Purchaser's
purchase price and the value of the slab as scrap or for the purpose for which
it was used.
14
11.5 Latent Defects. If hidden latent defects in the slabs
--------------
attributable to the slab manufacture due to primary and secondary pipe, gross
non-metallic inclusions, skin laminations, and excessive chemical segregation
are discovered after the processing of the slabs by Purchaser, but not later
than one hundred eighty (180) days after arrival of the vessel at destination
port berth, Purchaser will promptly notify Seller of such defect. Seller will
then have a reasonable opportunity to inspect the slabs (or the product produced
therefrom) in order to arrive to a mutually agreed settlement of the claim.
Unless Seller instructs Purchaser otherwise within thirty (30) days of its
receipt of the notice of the defects, Purchaser may proceed to either sell the
slab (or product) on the open market or use or scrap the slab (or product) in
its operations. If the slab (or product) is sold, the Seller will pay the
difference between Purchaser's purchase price and the sales price. If the slab
(or product) is used or scrapped, the Seller will pay the difference between
Purchaser's purchase price and the value of the slab (or product) for the
purpose for which it was used.
11.6 Independent Expert. If the issues of items 11.2, 11.3, 11.4 and
------------------
11.5 cannot be resolved by the parties, either party may request an examination
by an independent expert after a period of thirty (30) days following rejection
or failure to settle a claim within the time specified in this Article.
The expert shall be chosen by mutual agreement and its findings
shall be conclusive and binding on Purchaser and
15
Seller. The expense of the expert shall be borne by Seller if the slabs are
found to be defective, and by Purchaser if the slabs are found not to be
defective.
Within fifteen (15) days after the expert issues its findings, the
parties shall reach a settlement concerning the implementation of the findings.
If such settlement includes an obligation of either party to reimburse the other
party, the party obligated to make such reimbursement shall do so after such
settlement is reached.
11.7 Purchase Price of Slabs. For purposes of items 11.3 and 11.4
-----------------------
above, the "purchase price" of slabs shall be the full invoice price, plus
reasonable insurance, duty, wharfage, handling and freight cost to Purchaser's
Fontana, California, plant, all of which shall be duly certified by Seller.
11.8 Consequential Damages. Seller shall not be liable to Purchaser
---------------------
for consequential damages, directly or indirectly, suffered by Purchaser and the
responsibility of Seller to Purchaser shall be limited to the replacement value
of the slab found to be defective.
ARTICLE 12
Arbitration
-----------
This Article implements the provisions of Articles 6 and 7 by
providing specific remedies in addition to those provided by law, for delivery
of slabs that fail to meet specifications or warranties. The parties agree that
they will each co-
16
operate fully with the other to minimize the number and cost of claims. Any
controversy or claim arising out of or relating to this Agreement, or the breach
thereof, which is not settled by the parties, shall, following the written
demand of either party, be settled by arbitration in accordance with the then
current rules of the International Chamber of Commerce - ICC. The place of
hearing for any such arbitration shall be Paris, France. Judgment upon the award
rendered by the arbitrator or arbitrators may be entered in any court having
jurisdiction thereof.
ARTICLE 13
General Provisions
------------------
13.1 Notices. Unless otherwise specified, all notices and
-------
communications with regard to this Agreement ("communications") which are given
by one party to the other under this Agreement shall be given in writing or by
telegram or telex. Communications shall be deemed to be properly served or given
within ten (10) days of dispatch if properly posted, prepaid, by the fastest
means (other than special delivery) or within twenty-four (24) hours of
transmission if by telegram or telex if properly sent, addressed:
(a) To Seller at such address or addresses as Seller may from
time to time notify Purchaser that communications shall be
sent, and until such notification to:
17
COMPANHIA SIDERURGICA DE
TUBARAO - CST
▇▇▇▇▇ ▇▇▇▇▇▇ - ▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇
▇▇ 8.5 Carapina Serra
Espirito Santo, Brasil CEP 29160
Attention: Superintendencia
De Vendas
Telex No. (27) 2371CSTU BR
(b) To Purchaser at such address
as Purchaser may from time to time
notify Seller that communications
shall be sent, and until such
notification:
CALIFORNIA STEEL INDUSTRIES, INC.
▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Post Office Box 5080
Fontana, California 92337
Attention: Purchasing Manager
13.2 Governing Law. This Agreement is subject to and shall be
-------------
construed, interpreted and enforced under the laws of the State of California,
United States of America.
13.3 Assignment. No party to this Agreement shall assign their
----------
interest in this Agreement or any rights or duties thereunder without the prior
written consent of the other party.
13.4 Entire Understanding. This Agreement sets forth the entire
--------------------
understanding of the parties with respect to the subject matter of this
Agreement and supersedes all prior negotiations, communications and
understandings between the parties.
18
13.5 Waiver. The rights of Seller and Purchaser shall not be
------
prejudiced or restricted by any indulgence or forbearance extended by either
party to the other. No waiver by either party in respect of any breach shall
operate as a waiver in respect of any subsequent breach.
13.6 Severability. All provisions of this Agreement shall be
------------
severable for purposes of enforcement. In the event that any term or provision
is ruled unenforceable through the judgment of any arbitrator or by any court of
competent jurisdiction, the other terms and provisions shall remain in full
force and effect. Any such unenforceable term or provision shall be re-formed by
such arbitrator or court so as to give it maximum permissible effect.
13.7 Modifications. This Agreement can be amended, modified or
-------------
supplemented only by a writing signed by both of the parties. Any purported oral
amendment, modification or supplement shall be void.
ARTICLE 14
Revision
--------
Terms and conditions set forth in this Agreement shall be reviewed and
may be changed by mutual agreement, if necessary, at intervals of every two (2)
years after the date of effectiveness of this Agreement or when either party
does so request.
19
IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed by their respective duly authorized officers as of the day and year
first above written.
SELLER: PURCHASER:
------ ---------
COMPANHIA SIDERURGICA CALIFORNIA STEEL INDUSTRIES,
DE TUBARAO INC.
By: /s/ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
------------------------- ----------------------
Title: DIRECTOR Title: CHAIRMAN
---------------------- -------------------
By: /s/ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇
------------------------- ----------------------
Title: F/ PRESIDENT Title:
---------------------- ------------------
20
EXHIBIT A
TO AGREEMENT FOR PURCHASE
AND SALE OF CARBON STEEL SLABS
Quantity, Price and Delivery Conditions:
1 - Quantity and Delivery Period
----------------------------
Purchaser's Fontana, California, steel mill requirements of carbon
steel slabs, up to the base amount of seven hundred thousand (700,000)
metric tons per calendar year, with a variance of plus ten percent
(10%) or minus fifteen percent (15%), except that this amount shall be
pro-rated for the remaining part of 1984.
The base amount for any calendar year may be increased or decreased at
Purchaser's option by five percent (5%) of the base amount of the
previous year, up to a maximum of one million one hundred thousand
(1,100,000) and down to a minimum of six hundred thousand (600,000)
metric tons for any calendar year. Purchaser's election in this
respect shall be given to Seller on or before October 1, of the
previous year. In the event Purchaser fails in good faith to order its
requirements up to the base amount for any calendar year, Seller shall
have the option of electing to terminate this Agreement on ten (10)
days notice to Purchaser, except that it shall remain effective, as
applicable, to any purchase orders and unfulfilled obligations of
either party which are outstanding as of the date of termination.
The base amount for each calendar year shall be allocated and ordered
by Purchaser in equal monthly amounts, with minimum 30,000 and maximum
45,000 tons lots to be loaded on one vessel furnished by Purchaser for
direct shipment to Los Angeles, California.
For quantities ordered through March 1985, not more than five percent
(5%) thereof shall be for killed steel. After March 1985, not more
than fifteen percent (15%) shall be for killed steel, of which not
more than one-third (1/3) shall be aluminum killed.
Delivery allowance of plus or minus five percent (5%) in total shall
be permitted for each shipment.
Purchaser shall provide by October 1 and April 1 of each year, a six-
month forecast, starting from the following January 1 and June 1
respectively, containing the estimated monthly tonnage and its
provisional lay-day periods.
2 - Products Specifications
-----------------------
a. Rolling ranges
l. Slab thickness: 6" to 9"
2. Slab width: 30" to 74"
3. Slab length: 75" to 264"
b. Quality. Slab to be of basic commercial quality grades (1006-1008-
-------
1010 up to 1025). Detailed quality specification to be agreed upon
between Seller and Purchaser, and incorporated as an Exhibit B to
this Agreement.
3 - Price
-----
a. Deliveries made through March, 1985: One Hundred Ninety Dollars
($190.00) per metric ton of slab of standard specifications.
b. Deliveries made April 1, 1985, and thereafter: Prices shall be
adjusted for every calendar quarter reflecting variances in the
U.S. West Coast Market (excluding Gulf Coast) prevailing prices for
fabricated prime quality products as manufactured by Purchaser [hot
coils, cold rolled, and galvanized products] and Purchaser's sales
mix of such products by applying the following formula:
P\R\ = Po [(A + B) - 2]
------------
A
WHERE
P\R\ = Revised slab price applicable to shipments of calendar
quarter "N"
Po = Slab price of US$ 190/MT
2
A = US$ 414.80 / Short Ton (ST) - Weighted average resulting
from the calculation of West Coast Market selling prices
acceptable to both parties as valid for the second quarter
of 1984, applied to Purchaser's product mix as follows:
PRICES
PRODUCT MIX (%) (US$/ST)
------- ------- --------
Hot Coil/Sheet/Pickled 60 360
Cold Rolled 18 420
Galvanized 22 560
B = Weighted average of Purchaser's actual selling price, for
the product mix as determined below, applicable to
deliveries effected in the last month of quarter "N-2" and
two first months of quarter "N-1"
PRODUCT MIX (%)
------- -------
Hot Coil/Sheet/Pickled 60
Cold Rolled 18
Galvanized 22
Purchaser shall advise Seller of the adjusted price for such
quarter and of the selling prices referred to above for the
previous three (3) months on or before the twenty-fifth (25th) day
prior to the beginning of such quarter. Seller shall have the
right to examine all records relating to Purchaser's sales, and
shall advise Purchaser of any discrepancies in this regard on or
before the first (1st) day of such quarter. The adjusted price
shall apply to deliveries under bills of lading issued during the
quarter.
c. Minimum price payable as a result of price adjustments under (b)
above is One Hundred Seventy-Four Dollars ($174.00) per metric
ton, FOB Praia Mole,
3
stowed, lashed, secured, and dunnaged, with letter of credit as
provided below.
d. Price adjustments provisions under (b) above, including minimum
price under (c) above, will be renegotiated after two (2)
consecutive years of contract operation, with due consideration of
prevailing market conditions and trends, so as to preserve the
initial margins balance for Seller and Purchaser.
e. For slabs of nonstandard specifications, extra amounts as set
forth in Exhibit D will be added as applicable.
4 - Payment
-------
a. An irrevocable and transferable letter of credit, in form as set
forth in Exhibit E attached hereto and incorporated herein by
reference, without recourse payable at sight against presentation
of shipping documents, shall be opened by telex for the payment for
each shipment by Purchaser in favor of Seller.
b. The letter of credit mentioned above shall be established through a
prime American bank no later than forty (40) days before the slabs
will be ready for each shipment, and shall be valid for negotiation
of the relative document for at least fifteen (15) days after the
date of ▇▇▇▇ of Lading or Warehouse Receipt, and shall cover one
hundred and five percent (105%) of the purchase value of each
shipment.
c. Purchaser shall inform Seller of the date when Purchaser opened the
said letter of credit by telex within two (2) working days of such
date.
d. Remarks on the ▇▇▇▇ of Lading concerning rust, scratches, dents and
color of the slabs shall not render the ▇▇▇▇ of Lading
unacceptable.
e. Charter party ▇▇▇▇ of Lading shall he acceptable.
f. In the event of late payment of any amount due hereunder, Purchaser
shall bear and pay to Seller overdue interest on the delayed
amount, at City Bank's prime rate for three (3) month period quoted
on the due date of the delayed amount by First National City Bank
per annum (a year being three hundred and sixty (360) days) plus
one (1) percent.
4
g. Should any sale be financed under FINEX program or other similar
financing program arranged by Purchaser, Seller shall not be held
responsible for any disbursements or obligations whatsoever. The
FINEX Agent in Brazil shall be chosen by mutual agreement between
Seller and Purchaser.
5 - Taxes and Fees
--------------
All taxes, fees and charges payable in Brazil, whether levied on cargo,
or Seller, including Port Utilization Tax and Merchant Marine Renewal
Tax, shall be paid by Seller. All taxes, fees and charges payable in
the United States, whether levied on cargo, freight, or Purchaser,
shall be paid by Purchaser.
6 - Export Licenses
---------------
All export licenses, certificates or other authorizations required for
the export of the slabs from Brazil shall be obtained and paid for by
Seller.
7 - Shipping Documents
------------------
A. The shipping documents covering each shipment of the slabs shall
consist of the following documents:
(1) ▇▇▇▇ of Lading: (1) original and (3)
non-negotiable
copies;
(2) Commercial Invoice: (1) original and (3)
copies;
(3) Mill sheet/Weight list: (2) copies mentioning
chemical composition
by ladle analysis per
each heat No., and
weight and all relat-
ing information which
correspond to slab
marking;
(4) Certificate of Origin: (3) certificates of
origin certifying the
Brazilian origin of
slab, but without
mentioning its value.
5
(5) SSSI: (2) originals.
(6) U.S. Special Customs Invoice (2) originals.
B. In the event of any shipment not occurring on the scheduled date,
according to item 8.5 of the Agreement, the shipping documents
mentioned on item 7.(A) 1 above, except the commercial invoice, will
be substituted by a warehouse receipt, in order to enable the Seller
to negotiate pertinent letter of credit.
8 - Insurance
---------
Since this Agreement is on a FOB ST condition, Purchaser shall provide
an open cover or provisional insurance before the time of shipment, and
the letter of credit shall clearly exempt Seller from providing
insurance certificates.
In the event an accident occurs, Purchaser shall promptly notify Seller
and take necessary steps so that neither Seller nor Purchaser shall
forfeit any of the benefits under the insurance.
6
