Agreement for Transportation by Truck/media/Files/A...transportation services and desires to avail itself of such motor carrier services in intrastate, interstate and, where appropriate,

May 2015 Page 1 of 16

MASTER AGREEMENT FOR TRANSPORTATION BY MOTOR CARRIER

(AMUSA-114 MAY 2015)

Full Legal Name of carrier (“Carrier”) Full Legal Name of ArcelorMittal Company (“ArcelorMittal”)

State of Incorporation State of Incorporation

Address of Carrier

Address of ArcelorMittal

Carrier Signature ArcelorMittal Signature –Central

Logistics & External Processing

ArcelorMittal Signature -

Operations

Title – Printed Title – Printed Title – Printed

Officer Name-Printed Officer Name – Printed Officer Name – Printed

This Master Agreement for Transportation by Motor Carrier (the “Agreement”) between

ArcelorMittal and Carrier is made as of ______________________________.

(Date)

WHEREAS, Carrier, as an independent contractor, desires to furnish motor carrier service to

ArcelorMittal and ArcelorMittal Companies for the transportation of steel products or other general

commodities (“Goods”) and represents that it is a duly registered carrier in intrastate, interstate and,

when appropriate, international commerce (between the United States, Mexico and Canada): and

WHEREAS, ArcelorMittal and ArcelorMittal Companies, have special and distinct needs for

transportation services and desires to avail itself of such motor carrier services in intrastate, interstate

and, where appropriate, international commerce and to set forth herein the terms and conditions of such

service.

NOW, THEREFORE, for good and valuable consideration, the receipt of which is hereby

acknowledged, intending to be legally bound, ArcelorMittal and Carrier agree as follows:

1. Structure of Agreement. This Agreement sets forth the terms and conditions governing the

transport of Goods by Carrier for ArcelorMittal Companies (the “Services”). “ArcelorMittal Companies"

shall mean (i) ArcelorMittal and any person or entity directly or indirectly controlled by ArcelorMittal, (ii)

I/N Kote, and (iii) I/N Tek and (iv) AM/NS Calvert LLC. . Any one of the ArcelorMittal Companies is an

“ArcelorMittal Company”. The ArcelorMittal Companies have numerous facilities in the United States,

many of which may be points of origin for the Services. In addition, an ArcelorMittal Company may require

Carrier to perform Services originating from a location owned or operated by third party, such as a

warehouse or steel processor. This Agreement will supersede any prior agreements between any

ArcelorMittal Company and Carrier for motor carrier transport services between the origination points and

destination points set forth in any Rate Confirmation (as defined in Section 6(a) below) and, further, this

AMUSA 114 shall apply to any and all shipments of Goods by Carrier for any ArcelorMittal Companies made

after the execution of this Agreement, whether or not there is a Rate Confirmation for the origin and

destination for such shipment.


2. Carrier’s General Obligations.

(a) Delivery. From time to time, an ArcelorMittal Company, or a third party at the request of

an ArcelorMittal Company, will request Carrier to perform Services (a “Request”). Requests may

be made via telephone, e-mail, facsimile or internet posting. Carrier shall promptly and

efficiently receive, transport and deliver safely and with reasonable dispatch and without delay,

the Goods entrusted to it hereunder, whether received from an ArcelorMittal Company or from

third parties at the request of an ArcelorMittal Company, pursuant to the terms and conditions in

this Agreement as a motor contract carrier, and not a common carrier. If an annual capacity

commitment is specified in a Rate Confirmation, Carrier agrees to accept shipments and to

transport and deliver Goods between all points and places listed in any Rate Confirmation, up to

Carrier’s capacity commitment. If Carrier fails or refuses to accept shipments tendered to Carrier

for transportation hereunder, subject to force majeure or shipments exceeding Carrier’s capacity

commitment, ArcelorMittal shall have the right to immediately terminate this Agreement and seek

damages for breach of contract. If an annual capacity commitment is not specified in a Rate

Confirmation, Carrier agrees to accept such shipments based on Carrier’s convenience and to

transport and deliver Goods between all points and places listed in any Rate Confirmation. Carrier

agrees to expedite shipments when so requested by an ArcelorMittal Company and deliver them in

like good order and condition to the recipient of the shipment. With respect to any shipment, the

Request and any bill of lading/receipt issued (See Section 2(f)(ii) below) shall be part of the

contract for such shipment. To the extent that any terms or conditions of such Request or receipt

or bill of lading conflict in any way with any terms or conditions of this Agreement, the terms and

conditions in this Agreement shall control.

(b) Equipment and Supplies. Carrier shall furnish, at its sole cost and expense, all necessary

equipment for the safe, timely and effective transportation of the Goods and shall maintain all

such supplies and equipment in good repair and condition at its sole cost. ArcelorMittal reserves

the right to inspect Carrier's supplies and equipment and, if such supplies or equipment are, or

reasonably appear to be, in an unsafe or improper condition or are not clean and free of

contamination and debris, to refuse to tender any shipment under this Agreement until

repair/replacement is complete. Carrier shall bear all expenses, including, but not limited to, the

expense of road service and repair, fuel, oil, tires and other parts, in connection with the use and

operation of Carrier’s supplies and equipment.

(c) Licenses, Laws and Regulations. Carrier, at its sole cost and expense, shall at all times

procure and maintain all authority, licenses and permits required for the transportation and

related services provided by Carrier hereunder and Carrier shall comply with all applicable laws.

“Applicable laws” means all local, state and federal ordinances, codes, rules, regulations,

specifications and laws, including without limitation environmental, safety and health laws,

regulations and standards, safety and building codes, and emergency planning and community

right-to-know laws that are applicable to Carrier's performance of all services to be provided to

any ArcelorMittal Company under this Agreement. Any clause required under any Applicable Law

to be included in this Agreement shall be deemed to be incorporated by reference into this

Agreement.

(d) Carrier Personnel. Carrier shall, at its sole cost and expense, utilize for its services

hereunder only competent, able and legally licensed and authorized personnel. Carrier shall also


provide, supervise and control all necessary drivers and dispatchers, and assure that they have the

training, experience and expertise to meet the special and distinct needs of ArcelorMittal

Companies.

(e) Brokering, Interlining, Subcontracting. Carrier may only broker, interline, subcontract or

otherwise employ substituted service arrangement, whether by other motor carriers or other

modes of transportation (such arrangements hereinafter referred to collectively as “substituted

service”) shipments subject to this Agreement by notifying the ArcelorMittal Company and then

only subject to the conditions of this Agreement. Carrier will be responsible for all acts and

omissions of the substitute service provider as though such acts or omissions were those of Carrier.

Nothing in this Paragraph shall be deemed to create a contractual relationship between

ArcelorMittal or any ArcelorMittal Company and the substitute service provider or create any third

party beneficiary rights for the substitute service provider.

(f) Documentation and Information Requirements

(i) FMCSA Safety Rating. Prior to commencement of services hereunder, Carrier shall

deliver to ArcelorMittal, in writing, copies of its Federal Motor Carrier Safety

Administration (“FMCSA”) safety rating and shall notify ArcelorMittal immediately of any

change in that rating. Receipt of an unsatisfactory rating by Carrier shall entitle

ArcelorMittal to terminate this Agreement forthwith at any time thereafter without

liability or obligation to Carrier.

(ii) Receipts and Bills of Lading. An ArcelorMittal Company, or a third party at the

request of an ArcelorMittal Company, shall issue a receipt or bill of lading for each

shipment. Such receipt shall be evidence of receipt of such Goods by Carrier in apparent

good order and condition, or as may be otherwise noted on the face of such receipt.

Carrier’s duties and responsibilities under this Agreement for the shipment evidenced by

such receipt shall commence when Carrier takes possession and control of the

ArcelorMittal Company’s property or upon execution of such receipt by Carrier, whichever

occurs first. With respect to Goods loaded on Carrier’s trailers, possession control shall be

deemed to have been taken when the Goods are first placed on Carrier’s trailer. Upon

delivery of each shipment, Carrier shall obtain a signed receipt from the recipient of the

shipment, in a form required by ArcelorMittal, or a third party at the request of

ArcelorMittal, showing the Goods delivered, the condition of such Goods, and the date and

time of delivery.

(iii) Other Documentation. Carrier shall prepare and issue all such documentation as

may be required in this Agreement or any attachments hereto, or by applicable law. At

the request of ArcelorMittal, Carrier agrees to provide to ArcelorMittal copies of such

records, and any other books and records related to the Services and Carrier’s compliance

with the terms and conditions of this Agreement. Carrier shall retain such records for

three (3) years after delivery of the involved shipments or for such greater period of time

as may be required by applicable law.

(g) General Performance Requirements. Carrier shall comply with any other performance

requirements listed in the Appendix A.


(h) Carrier Control. Notwithstanding the requirements and special and distinct needs of

ArcelorMittal set forth in this Agreement, Carrier shall have sole and exclusive control over the

manner in which Carrier and its agents perform the transportation service provided for hereunder

including, but not limited to, routes and speed of travel, loading, securing, unloading, positioning

and weight of lading. Carrier shall utilize such individuals as it may deem necessary in connection

therewith, it being understood and agreed that such individuals shall be subject to discharge,

discipline and control solely and exclusively by Carrier.

(i) Billing Requirements. Carrier shall provide billing in the manner and format directed by

ArcelorMittal.

(j) Safety Standard. Safety at work, in particular safety of any ArcelorMittal Company

personnel and those of its suppliers, contractors, and visitors, is a mandatory priority for Carrier,

and as a fundamental value, no priority may override safety. When present on any ArcelorMittal

Company’s premises, Carrier shall strictly comply with the Truckload Carrier Safety Standard

(“Safety Standard”) and any other applicable safety codes or procedures located at

http://www.arcelormittal.com/NA/Facilities/Americas/ArcelorMittal+USA/Procurement/Terms+and+Conditions.asp, as it may be

modified from time to time. Disregard for, or multiple or continued violations of, the Safety

Standard or any other applicable safety codes or procedures shall be deemed to be a material

breach of this Agreement. Carrier shall furnish its personnel with all required protective

equipment and enforce the use of such equipment. ArcelorMittal Companies shall have the right

to bar access to their premises any person who does not use required protective equipment or

otherwise comply in all respects with the Safety Standard or other applicable safety rules. Upon

any ArcelorMittal Company’s request, Carrier shall attend safety meetings held by such

ArcelorMittal Company relating to the Services.

(k) Environment. Within the framework of sustainable development, Carrier is strongly

committed in terms of safety, health, social dialogue and environment. Moreover the principles

stated in the United Nations Global Compact Treaty being of paramount importance for

ArcelorMittal, Carrier is invited to take all necessary steps in order to support the United Nations

Global Compact Treaty (http://www.unglobalcompact.org). Carrier shall (i) duly and immediately

inform ArcelorMittal of any accident, personal injury, accidental contamination, hazardous product

and/or pollution noted or discovered by the Carrier during performance of the Services, and (ii)

take all appropriate measures and actions to mitigate the consequences which arise or which may

arise therefrom and for which Carrier is or may otherwise be liable under this Agreement.

(l) Hazardous Materials. If ArcelorMittal requests that Carrier transport or provide Services that

include Hazardous Materials, as defined in the Hazardous Materials Transportation Act, 49 U.S.C.

§5101 et seq., as amended, and the regulations of the U.S. Department of Transportation made

thereunder, ArcelorMittal shall identify any loads that contain Hazardous Materials at least 48

hours in advance of tendering to Carrier. Not less than 24 hours prior to the scheduled pick-up

time, Carrier shall either: (i) decline such load, or (ii) accept such load. If Carrier accepts such

load, Carrier represents and warrants that (a) it is fully qualified and authorized to transport

Hazardous Materials in the United States; (b) it is familiar with and will comply with all U.S. laws

and regulations applicable to transportation of Hazardous Materials; and (3) Carrier’s employees,

including drivers, have been trained and instructed in the proper method of transporting

http://www.arcelormittal.com/NA/Facilities/Americas/ArcelorMittal+USA/Procurement/Terms+and+Conditions.asp

http://www.unglobalcompact.org/


Hazardous Materials. Upon Carrier’s request, ArcelorMittal will provide a copy of the Material

Safety Data Sheet for the Hazardous Materials. Pursuant to Paragraph 13 below, Carrier shall

defend, indemnify and hold harmless ArcelorMittal and any ArcelorMittal Companies, and their

officers, directors and employees (the “ArcelorMittal Indemnitees”) from any against all loss,

damage, expense (including reasonable attorneys fees and court costs), actions and claims related

to any transportation or other Services performed by Carrier that include Hazardous Materials.

3. Non-Exclusive Agreement. Carrier may, pursuant to a bid process or otherwise, be “awarded” by

an ArcelorMittal Company certain lanes or routes. It is understood and agreed between the parties that

regardless of the “award” by an ArcelorMittal Company of certain lanes or routes this is a nonexclusive

Agreement and that Carrier shall be free to accept freight for transportation from shippers other than

ArcelorMittal Companies and that ArcelorMittal Companies shall be free to tender freight for

transportation to carriers other than Carrier, even for an “awarded” lane or route. Carrier shall have no

right to any minimum tender for transportation hereunder.

4. Term of Agreement. The term of this Agreement shall commence on the date that this Agreement

is signed by both parties and shall remain in effect until terminated. Either party may terminate this

Agreement at any time upon sixty (60) days notice in the event of a material breach by the other party,

provided the material breach is not cured by the end of the sixty (60) day notice period. In addition,

ArcelorMittal may terminate the Agreement and any Rate Confirmation at any time upon sixty (60) days

notice to Carrier for any reason or no reason whatsoever. Carrier may also terminate this Agreement

without cause upon 60 days written notice as long as there is no Rate Confirmation in effect which fixes

rates or charges for a period of time.

5. Carrier's Operating Authority. Carrier represents and warrants that it is authorized, as required

by all applicable governmental bodies, and in accordance with all applicable governmental laws and

regulations, to transport, as a motor contract carrier, Goods in intrastate, interstate and, when

appropriate, international commerce (between the United States, Mexico and Canada) to or between all

points contained in a Rate Confirmation and to lawfully furnish to ArcelorMittal Companies all of the

Services. Carrier agrees to give ArcelorMittal timely notice of any suspension, cancellation or revocation

of any authority, license or permit necessary for Carrier to lawfully furnish to ArcelorMittal Companies the

Services. Upon any such suspension, cancellation or revocation, either party may terminate this

Agreement upon notice of termination to the other party.

6. Rates and Charges.

(a) Pricing and Fuel Surcharge. As full compensation for the services provided by Carrier

hereunder, the ArcelorMittal Company requesting shipment shall pay Carrier in accordance with

the rates and charges, as set forth in a rate confirmation sent to Carrier by the ArcelorMittal

Company which is accepted by Carrier by any of the means set forth below (an accepted rate

confirmation being a “Rate Confirmation”). Carrier may, but is not obligated to, accept a

confirmation either by express acceptance thereof or by beginning performance of the Services

specified therein. A Rate Confirmation with a specified term shall fix the rates and charges set

forth therein for such term and ArcelorMittal Company will pay only the rates and charges set

forth in the Rate Confirmation for shipments between the origins and destinations during such

term. In the event that a Rate Confirmation does not have a specified term, the rates and charges

therein shall remain in effect until terminated by either party upon notice or replaced by a


subsequent Rate Confirmation covering the same origins and destinations. No terms and

conditions contained in an acceptance shall be binding on the ArcelorMittal Company, even if they

have not been expressly rejected. Fuel surcharge will be paid as set forth in Appendix B.

(b) Applicable Accessorial Charges. Only accessorial charges specified in Appendix B will be

paid by ArcelorMittal.

(c) Mileage and Weight. If and when applicable under this Agreement, mileage for a route

shall be as set forth in Rand McNally MileMaker (Household Goods miles) most recent version. The

weight of any shipment will be determined by the ArcelorMittal Company requesting shipment in

its sole discretion and will be recorded on the bill of lading.

(d) Taxes. Carrier shall assume full responsibility for any State and Federal taxes and

assessments, arising out of the Services.

7. Payment. Carrier may invoice the ArcelorMittal Company requesting/ordering shipment upon

completion of pick up. Each freight bill or invoice issued by Carrier hereunder, if complete and correct,

shall be paid by the ArcelorMittal Company not more than thirty (30) days after receipt by the

ArcelorMittal Company. No interest, penalty or other charge shall be applied for any late payment.

Carrier shall prepare its freight bill or invoice, on which shall be shown the above Agreement number, and

the ArcelorMittal Company’s (or the originating third party’s) Bill of Lading/Manifest/Packing Slip numbers,

and shall mail it to the billing address applicable to the route. At some ArcelorMittal Company locations

carriers will be paid automatically from ArcelorMittal systems, without submitting freight bills or invoices,

the rates specified in the applicable Rate Confirmation.

8. No Lien. Carrier expressly waives, disclaims and releases any lien, whether statutory or

otherwise, security interest or encumbrance of any kind or nature whatsoever with respect to any

shipment of Goods, or any portion thereof, under this Agreement.

9. Independent Contractor. Carrier shall perform the services hereunder as an independent

contractor and shall have exclusive control and direction of the persons operating the equipment or

otherwise engaged in such transportation services. Carrier assumes full responsibility for the acts and

omissions of such persons, and, when applicable, shall have exclusive liability for the payment of local,

state and federal payroll taxes or contributions or taxes for unemployment insurance, workers’

compensation, old age pensions or other social security and related protection with respect to the persons

engaged in the performance of the Services.

10. Non-Application of Other Carrier Rates and Terms. The terms and conditions of this Agreement

shall apply to the exclusion of all other rates, terms, rules, classifications or charges applicable between

the same points and the same routes, in any tariff or other publication issued, established, posted or filed

by Carrier. Carrier agrees to take any and all actions necessary or advisable to ensure that no rates other

than those set forth in a Rate Confirmation shall be applicable to the Services.

11. Freight Claims; Liability for Loss; Damage to Shipments

(a) ArcelorMittal Company will informally notify Carrier of its intent to file a claim related to

cargo loss, damage or destruction and shall provide a written claim thereafter. Failure to provide

an “intent to claim” notice shall not impair any claim. Carrier shall acknowledge receipt of any


such claim, to ArcelorMittal as well as any other party submitting the claim, within thirty (30) days

of Carrier's receipt of the claim. Carrier agrees to investigate, document and report to

ArcelorMittal on any claims that are timely raised by ArcelorMittal, its agents, customers, or

others with an interest in the Goods. Carrier shall use its best efforts to resolve any such claim

within sixty (60) days of its receipt of claim. The time limit within which ArcelorMittal must file a

claim against Carrier shall be nine (9) months from the date of delivery or, if not delivered, nine

(9) months from the date of scheduled delivery. Disallowance’s shall state a lawful reason for

declining to accept responsibility for the claim, and shall be stated by Carrier, not its insurer. For

loss, damage, injury of any shipment hereunder while in the custody, possession or control of

Carrier, and except as otherwise stated in this Agreement, Carrier hereby assumes the liability of a

motor common carrier as provided in Section 14706 of Title 49 of the United States Code, or its

successor provision, as in effect on the date of this Agreement.

(b) Notwithstanding the provisions of Section 15(a) of this Agreement, Carrier and

ArcelorMittal acknowledge and agree that it is difficult to determine the actual amount of loss to

ArcelorMittal if any shipment hereunder is lost, damaged or destroyed, but that the price charged

by the ArcelorMittal Company requesting shipment to its customers is a reasonable estimate

thereof. Accordingly, Carrier and ArcelorMittal agree that if any shipment hereunder or any part

thereof is lost, damaged or destroyed, Carrier shall pay to the ArcelorMittal Company that

requested the shipment, as liquidated damages and not as a penalty, the price charged by such

ArcelorMittal Company to its customers for the Goods (or the part thereof) lost, damaged or

destroyed plus transportation and/or salvage costs less any resale/scrap revenue to ArcelorMittal

if carrier authorizes ArcelorMittal to dispose of the damaged Goods, up to a maximum of $200,000

US Dollars per shipment.

(c) Carrier shall return all damaged shipments at its expense to the point of origin or to other

points within a reasonable distance as instructed by the ArcelorMittal Company that requested the

shipment.

(d) The time within which ArcelorMittal must institute suit against Carrier to recover on a

claim shall be two (2) years and a day from the date ArcelorMittal shall have received a written

disallowance from Carrier. If ArcelorMittal is successful in recovering on a claim against Carrier,

whether in a court of law or arbitration proceeding, ArcelorMittal shall be entitled to recover all

of its costs incurred in collecting its claim, including reasonable attorney’s fees and interest from

the date of delivery or scheduled delivery of the shipment.

(e) Claims based on concealed loss or damage reported to Carrier within fifteen (15) days of

the date of delivery shall be treated by Carrier as though an exception notation had been made on

the delivery receipt at the time of delivery.

(f) Carrier shall be liable for damage to the Goods caused during unloading by Carrier’s driver

notwithstanding the signing of a clear delivery receipt by recipient of the shipment prior to

unloading, provided a subsequent claim is filed.

(g) Neither ArcelorMittal nor any of the ArcelorMittal Companies shall be liable to Carrier for

confiscation or seizure of Carrier’s equipment by any public authority.


12. Insurance.

(a) Carrier shall maintain and shall require each of its substitute service providers, if any, to

maintain the following types of insurance coverages with not less than the limits of coverage

specified below or that Carrier maintains as part of its general program of business insurance,

whichever are greater, and for the coverage periods as long as the Carrier Agreement is in effect

(the “Insurance”):

(i) $1,000,000.00 per occurrence of commercial general liability insurance (including

umbrella coverage), on a form at least as broad as Insurance Services Office ("ISO")

commercial general liability "occurrence" form CG 00 01 0196 (available through a

commercial insurance broker) or another "occurrence" form providing equivalent coverage

and approved in writing by ArcelorMittal; and such commercial general liability insurance

and any necessary riders thereto shall provide at least the following coverages: (1)

contractual liability coverage as applicable to any hold harmless agreements in this

Agreement; (2)completed operations coverage; and (3) broad form property coverage for

property and Goods in the care, custody, or control of the Carrier;

(ii) Workers Compensation and occupational disease insurance securing compensation

for the benefit of Carrier employees and the employees of each Subcontractor, if any, as

required by applicable laws, including the laws of each State where the employment

contracts of such employees were made. Such coverage need not be obtained if Carrier

has an accepted program of self-insurance under applicable laws or participates in an

applicable monopolistic state Workers Compensation fund;

(iii) $500,000.00 per occurrence of Employers liability insurance; and

(iv) $1,000,000.00 combined single limit of Motor vehicle liability insurance issued on a

form at least as broad as ISO Business Auto Coverage Form CA 00 01 07 97 or other form

providing equivalent coverage, covering all owned, hired, borrowed and non-owned

vehicles (Symbol 1) brought onto the real property of any ArcelorMittal Company.

(v) $50,000 per occurrence of Motor Truck Cargo Liability insurance.

(b) The commercial general liability, motor vehicle liability and Workers Compensation

insurance shall contain a waiver of subrogation in favor of ArcelorMittal's Indemnitees, except that

the waiver of subrogation shall not apply to the extent that any covered loss, damage or expense

is caused solely by the negligence or willful misconduct of ArcelorMittal Indemnitees. The

required commercial general liability, employers’ liability, and motor vehicle liability insurance

policies shall cover ArcelorMittal and ArcelorMittal Companies as an additional insured. Such

coverage shall be primary to and noncontributory with any other insurance carried by

ArcelorMittal.

(c) The commercial general liability, employers liability and motor vehicle liability Insurance

shall not have deductibles or self-insured retentions which are greater than the lesser of (i) five

percent (5%) of the coverage limit required for the policy, or (ii) the deductibles or self-insured

retentions in Carrier's general program of business insurance, unless approved in writing by

ArcelorMittal's authorized representative. All deductibles on the Insurance shall be borne by

Carrier at its sole expense, without reimbursement by ArcelorMittal, and shall be treated as

“insurance” for the purpose of the waiver in subsection (f) below.

(d) All Insurance shall be maintained with insurance carriers reasonably satisfactory to

ArcelorMittal who are qualified to do business in the jurisdiction(s) in which the Services are


performed, and who are rated by AM Best as A- or better with a size rating of VII or better. Upon

execution of this Agreement and before commencing any Services, Carrier shall provide

ArcelorMittal with certificates of insurance evidencing all required Insurance, listing all named

insureds and additional insureds, and confirming the required waiver of subrogation. The

certificates shall state that the policies described therein will not be cancelled, terminated, or

materially amended, and renewals will not be refused or aggregate limits potentially exhausted

until at least thirty (30) days after written notice has been given to ArcelorMittal. All certificates

of insurance shall be sent to the attention of ArcelorMittal’s Manager for Risk Management and

Insurance, ArcelorMittal USA Inc., 3210 Watling Street, Mail Code 8-216, East Chicago, IN 46312-

1716. Upon request by ArcelorMittal, Carrier shall deposit, and shall cause each Subcontractor, if

any, to deposit, with the ArcelorMittal true and complete copies of the original policies of

insurance, including all riders and endorsements thereto, and bearing notations or accompanied by

other evidence satisfactory to ArcelorMittal of the payment of premiums. Thereafter, Carrier shall

deposit with ArcelorMittal certificates of renewal not less than ten (10) days before the expiration

dates of the expiring policies. Each policy of insurance shall not contain any exclusions for

Services performed by subcontractors and must incorporate any additional endorsements as

ArcelorMittal may reasonably request.

(e) Carrier shall notify ArcelorMittal and the applicable insurance carriers of any occurrence

or event giving rise to a claim as required under the terms of the policies.

(g) Failure of the Carrier to provide such certificates evidencing the Insurance shall under no

circumstances be deemed a waiver of this requirement. The obligation of Carrier to provide the

Insurance shall not limit in any way the liability or obligation assumed by Carrier under the

Agreement. Failure to maintain the Insurance coverage may result in the cancellation of this

Agreement and may result in removal of Carrier vendor number. Carrier shall cause each of its

subcontractors that enters onto any real property of any of the ArcelorMittal Companies to obtain

Insurance and to provide to ArcelorMittal a certificate of insurance prior to performing Services.

13. Indemnification. To the fullest extent permitted by law, Carrier shall defend, indemnify and hold

harmless ArcelorMittal and any ArcelorMittal Companies, and their officers, directors and employees (the

“ArcelorMittal Indemnitees”) from and against all loss, damage, expense (including reasonable attorneys

fees and court costs), actions and claims for injury to or death of persons and damage to property arising

out of or in connection with the performance of the Services provided by Carrier or its agents hereunder

(including without limitation concurrent, joint, comparative, active or passive negligent acts or omissions,

on the part of any of ArcelorMittal Indemnitees or the condition of the job site or other property of any

ArcelorMittal Indemnitees) or the failure by Carrier, or any of its contractors, to comply with applicable

laws, including any environmental, safety, health and transportation laws; provided, however, that Carrier

shall not be required to indemnify and hold harmless ArcelorMittal Indemnitees for such loss, damage or

expense is caused solely by the negligence or willful misconduct of ArcelorMittal Indemnitees.

14. Limitation of Liability. IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR

CONSEQUENTIAL, INDIRECT OR SPECIAL DAMAGES, INCLUDING LOST PROFITS, REVENUES PRODUCTION OR

BUSINESS, REGARDLESS OF THE BASIS FOR RECOVERY; PROVIDED, HOWEVER, THIS LIMITATION DOES NOT

APPLY TO THE INDEMNIFICATION OBLIGATIONS IN SECTION 13.


15. Overcharges And Undercharges. Any action at law by Carrier to recover undercharges hereunder,

or by ArcelorMittal or any ArcelorMittal Company to recover overcharges hereunder, shall be commenced

either (i) within one (1) year after Carrier's receipt of the shipment with respect to which such

undercharge or overcharge is claimed to be due, or (ii) the minimum time required by applicable law,

whichever is longer.

16. Force Majeure. The performance of the parties shall be excused to the extent that such

performance is rendered impossible by virtue of acts of war or other disorders, allocations or rationing of

fuel, labor dispute, strike, fires, floods, Acts of God, accidents, unusually severe weather conditions, or

any other cause or contingency beyond the reasonable control of the party affected. Any party affected

shall notify the other party within twenty-four (24) hours of the time it knows or should have known of

such cause or contingency. No such cause or contingency shall result in an extension of the term of this

Agreement. In the event of a labor dispute or strike at any of ArcelorMittal Company facilities or those of

a third party from whom a shipment originates, Carrier agrees to provide the Services provided that

Carrier, its agents or employees are not threatened physically.

17. Anti-Fraud and Anti-Corruption; Code Of Business Conduct.

(a) Carrier shall take all necessary steps, in accordance with good industry practice, to

prevent any fraudulent activity by Carrier (including its shareholders, members, directors and

employees) and/or by any of Carrier’s suppliers, agents, Carriers, subcontractors and/or their

employees in connection with the receipt of monies from ArcelorMittal Companies. Carrier shall

notify ArcelorMittal immediately if it has reason to suspect that any fraud has occurred or is

occurring or is likely to occur.

(b) Carrier shall not offer or give, or agree to give, to any employee, agent, servant or

representative of any ArcelorMittal Company any gift, commission or other consideration of any

kind as an inducement or reward for doing, refraining from doing, or for having done or refrained

from doing, any act in relation to the obtaining or execution of this Agreement or any other

agreement(s) with ArcelorMittal, or for showing or refraining from showing favor or disfavor to any

person in relation to this Agreement or any other agreement(s) with ArcelorMittal Companies.

(c) Carrier warrants that it has not paid commission, nor has agreed to pay commission to any

employee, agent, servant or representative of any ArcelorMittal Company in connection with this

Agreement or any other agreement(s) with any ArcelorMittal Company.

(d) Where Carrier or Carrier’s employees, servants, subcontractors, suppliers or agents or

anyone acting on Carrier’s behalf, engages in conduct prohibited by the provisions here above in

relation to any Agreement or any other agreement(s) with an ArcelorMittal Company, ArcelorMittal

shall be entitled to:

(i) terminate this Agreement and/or said other agreement(s) and recover from Carrier

the amount of any loss suffered by ArcelorMittal Companies resulting from such

termination; or

(ii) recover in full from Carrier any other loss sustained by ArcelorMittal Companies in

consequence of any breach of these Sections 17(a), (b) and (c) whether or not this

Agreement and/or said other agreement(s) have been terminated.


(e) Carrier represents that it has read and understands ArcelorMittal's "Code of Business

Conduct," which is accessible at

http://www.arcelormittal.com/NA/Facilities/Americas/ArcelorMittal+USA/Procurement/Terms+and+Conditions.asp and that it has

not taken any action inconsistent with or contrary to ArcelorMittal's Code of Business Conduct in

obtaining this Agreement. Carrier covenants that it shall not take any action inconsistent with or

contrary to ArcelorMittal's Code of Business Conduct in the performance of this Agreement.

Carrier may be in material breach of this Agreement for any violation of the foregoing

representations or covenant. In the event that Carrier learns of any violation or alleged violation

of ArcelorMittal's Code of Business Conduct, Carrier shall report the violation or alleged violation

by calling the Compliance Hotline Number, which is 1-888-242-7305.

18. Notices. Any notice by either party to this Agreement shall be given by registered or certified

mail or by a recognized courier guaranteeing overnight delivery. If to ArcelorMittal, notice shall be

addressed as follows:

ArcelorMittal USA LLC 3210 Watling Street

East Chicago, IN 46312

Attn: Division Manager, Central Logistics and External Processing With copies sent via email to the following addresses: [email protected] [email protected]

If to Carrier, notice shall be sent to the address at the beginning of this Agreement. Either party

may change such address by giving notice of such change in writing. Notices shall be deemed to be made

four (4) business days after being mailed or one (1) business day after being sent by a recognized courier

guaranteeing overnight delivery.

19. Assignment. This Agreement may not be assigned, in whole or in part, by either party without the

written consent of the other, and any attempt to do so shall render such assignment null and void.

However, this Agreement shall be binding upon each party and its heirs, successors and consented assigns.

Notwithstanding anything herein to the contrary, and without in any way limiting any other of

ArcelorMittal's rights, ArcelorMittal shall have the right upon written notice to Carrier to assign this

Agreement and ArcelorMittal's rights or obligations under this Agreement to any of the ArcelorMittal

Companies.

20. Confidentiality. Except as required by law, the terms and conditions of this Agreement and

information pertaining to any shipment hereunder shall not be disclosed by Carrier to persons other than

such party's affiliates, and the directors, officers, employees, and agents of such party and such party's

affiliates who have a need to know the information to perform under this Agreement. ArcelorMittal agrees

not to disclose any pricing in this Agreement to any competitor of Carrier.

21. Publicity. Carrier shall not use the name of ArcelorMittal or any ArcelorMittal Companies for

advertising or promotional purposes (including, but not limited to, advertisements, listings of clients or

press releases) nor shall Carrier grant press interviews, disseminate any information of a promotional

nature or publish or provide for the publication of any information (including photographs) regarding this

Agreement or the Services. Carrier shall not display the name of ArcelorMittal upon Carrier’s vehicles.

http://www.arcelormittal.com/NA/Facilities/Americas/ArcelorMittal+USA/Procurement/Terms+and+Conditions.asp

mailto:[email protected]

mailto:[email protected]


22. Governing Law; Venue. This Agreement is made in contemplation of, and shall be interpreted in

accordance with, the laws of the State of Ohio, other than the conflicts of laws provisions thereof. The

Parties to this Agreement do each irrevocably submit themselves to the jurisdiction of the state and

federal courts sitting in Cuyahoga County, Ohio, with regard to any controversy in any way relating to the

execution, delivery or performance of this Agreement. The Parties further agree that any and all actions

founded upon such controversies shall be brought and prosecuted exclusively in such Courts.

23. Miscellaneous. No modification of this Agreement and no waiver of its terms or provisions shall be

valid or binding unless in writing signed by both parties. This Agreement, together with its recitals and

Appendices, represents the entire understanding of the parties and, except as otherwise provided herein,

cannot be amended except by a writing signed by both parties. All prior discussions, understandings,

negotiations, writings and agreements are merged herein. In the event that any provision in this

Agreement is determined to violate any applicable statute, ordinance, rule or law, such provision shall be

ineffective to the extent of such violation without invalidating any other provision of this Agreement. The

provisions of Paragraphs 2(f)(iii), 6(d), 5(b), 8, 11, 13, and 20 of this Agreement shall survive its

cancellation, termination or expiration. Each party represents an warrants that this Agreement is

executed by its duly authorized representative.

24. Severability. If any section, subsection, term or provision of this Agreement or the application

thereof to any party or circumstance shall, to any extent, be held invalid or unenforceable, the remainder

this Agreement and the application of such section, subsection, term or provision to parties or

circumstances other than those to which it is held invalid or unenforceable shall not be affected thereby,

and shall be valid and enforceable to the fullest extent permitted by law.


APPENDIX A

TO AGREEMENT FOR TRANSPORTATION BY MOTOR CARRIER (AMUSA-114)

Dispatch and Delivery Performance Metrics

Quality Performance Metrics

& Customer Service

1) Dispatch and Delivery Performance Metrics

a) Definitions (applicable throughout the Agreement):

(i) “Priority Loads” – Shipments with reduced lead times for scheduling and pickup

and immediate time definite delivery requirements at destination.

(ii) “No Shows” – a carrier will be considered as “no show” if they are late to a

scheduled pickup time by >59 minutes. Carrier is permitted to reschedule up to 2

hours in advance of scheduled pickup if needed without being counted as a “no

show.”

(iii) “Transit Time total elapsed time from pickup to delivery

b) Overall Performance Expectations. Carrier must be consistent and on time in its

performance year round, including through ArcelorMittal’s peak shipment periods. In addition to

being on time, carriers must ensure drivers are professional, paperwork is in order, and follow all

of ArcelorMittal’s scheduling and rescheduling procedures including communication requirements.

Lack of meeting ArcelorMittal performance standards may result in loss of lanes.

c) Performance Measurements.

(i) Carriers are expected to immediately address performance issues that arise and

outline plans for improvement. All loads that are late, rescheduled, or no show for

carrier reasons will count against the carrier. This includes driver issues,

equipment issues and roadway issues. ArcelorMittal will not count against Carrier

loads that were late due to reasons out of the carrier’s control. These reasons

include force majeure events, supply or production issues, scheduling issues or

error on the part of ArcelorMittal companies.

(ii) Except as noted below, 95% of loads must be scheduled within 24 hours and ship

within 48 hours of release. Loads not scheduled same day of release will revert

back to ArcelorMittal to be scheduled as ArcelorMittal sees fit. This volume will

be counted in calculating the Carrier’s actual volume allocation.

(iii) “No shows” must be rescheduled the same day, if possible. All “no shows” not

rescheduled same day will be rescheduled by ArcelorMittal as ArcelorMittal sees

fit. “No shows” must not exceed 2% per quarter.

(iv) 100% of Priority Loads must be scheduled within 4 hours (less in some cases) and

must deliver consistently to customer expectations. This provision will apply as

long as Priority Loads on a given lane do not exceed 10% of the lane total for the

day. Any Priority Load not scheduled in 4 hours (less in some cases) will revert

back to ArcelorMittal to be scheduled as ArcelorMittal sees fit.

(v) It is understood that ArcelorMittal will work with the Carrier(s) to manage

priorities in an efficient and customer satisfactory manner.

(vi) All loads MUST be delivered in conformance to customer delivery expectations

subject to force majeure.

(vii)Any delivery issues that may or will prevent the Carrier from being in conformance

to customer delivery expectations including force majeure must be communicated


to ArcelorMittal as soon as possible using day time communication channels or the

night time emergency cell phone.

(viii) Where a Delivery Appointment is required, carrier must arrive at

destination within 1 hour of their scheduled appointment. Carriers are required to

achieve a minimum of 95% on time to delivery appointments year round, as judged

solely by ArcelorMittal.

(ix) ArcelorMittal reserves the right to increase the customer performance goal at any

time during the year with a 30 day notice to the carriers; increases to the

performance goal will be discussed with Carrier and mutually agreed upon. If

Carrier does not have ability to meet the increased performance goal and

agreement can not be reached, ArcelorMittal will have the right to replace carrier

in that lane.

2) Quality Performance Metrics

a) Trailers and tractors must be kept in good repair and safe for over the road transit as defined by

the US FMCSA and for shipments to Canada by the Canadian MOT.

b) Trailers must be free of debris and have no holes or protrusions that may cause damage to

ArcelorMittal Goods through contact or water exposure.

c) Coils will be loaded on lumber beveled at 22 degrees and padded to prevent coil damage. This

lumber will be supported by coil racks unless these devices are forbidden by local or state law.

(for example: CA)

d) Tarps must be intact and applied in such a manner as to prevent ArcelorMittal Goods from coming

in contact with the elements during transit.

e) Driver will be responsible for applying shrouding if shrouding is required. Shrouding material will

be provided by ArcelorMittal.

f) Side kits may be required.

g) Loads will be secured using approved chain protection devices and in accordance with the rules of

the US FMCSA and for shipments to Canada rules of the Canadian MOT.

h) Drivers must wear all of the personal protection equipment (PPE) consistent with ArcelorMittal

policy.

3) Customer Service

a) Carrier is required to assign a Customer Service Representative (CSR) and/or a Sales

Representative to ArcelorMittal’s account that is accessible and knowledgeable in all aspects in

the Carrier’s business relationship with ArcelorMittal. CSR, sales rep., and any other member of

carrier’s staff should be:

b) Prompt in responding to ArcelorMittal inquiries

c) Prompt in rescheduling loads as necessary - including providing root cause for the reschedule

d) Meet response time guidelines for tenders and carrier performance feedback

e) Be proactive on upcoming issues such as being late for delivery, lost, stolen or damaged loads, or

capacity short comings.

f) Carrier CSR should have at least 1 back up staff member that is knowledgeable to ArcelorMittal’s

business, and be communicated in advance to ArcelorMittal Steel USA when primary CSR has a

planned absence.

g) ArcelorMittal would also prefer each carrier has a shared email address for ArcelorMittal

operations correspondence.

h) Carriers may propose to have an on-site representative at an ArcelorMittal shipment facility; this

will be decided mutually on a case-by-case basis.


APPENDIX B

TO AGREEMENT FOR TRANSPORTATION BY MOTOR CARRIER (AMUSA-114)

Fuel Surcharges & Assessorial Charges

1. Fuel Surcharges. The fuel surcharges will be established weekly based on the prior week’s National

Average Price of On-Highway Diesel published by the U.S. Department of Energy Fuel Index; if Monday

is a recognized federal holiday the index reported on Tuesday will be used. The Index is available by

telephone at (202) 586-6966 or at DOE Diesel Prices Web URL:

http://tonto.eia.doe.gov/oog/info/wohdp/diesel.asp

The weekly AMUSA fuel surcharge is published weekly on the Web URL:

http://pc.arcelormittal.com/NA/Facilities/Americas/ArcelorMittal+USA/Procurement/Terms+and+Con

ditions.asp

A. Weight-Based Rates. For all weight-based rates, i.e. per hundred weight, per ton, etc.

the following chart will be used to determine the applicable surcharge, which will be calculated as

a percentage of the linehaul base rate, not including accessorial charges. There will be no fuel

surcharge when the price of fuel is within the Base range. When diesel prices exceed $3.499 per

gallon or fall below $1.20 per gallon, use the following formula: one half of one percent (0.5%)

additional surcharge or discount for each five (5) cent change in the fuel price per gallon.

Fuel Fuel

Surcharge % Surcharge %

Between And of Linehaul Revenue Between And of Linehaul Revenue

1.20$ 1.249$ 0.5 2.35$ 2.399$ 12.0

1.25$ 1.299$ 1.0 2.40$ 2.449$ 12.5

1.30$ 1.349$ 1.5 2.45$ 2.499$ 13.0

1.35$ 1.399$ 2.0 2.50$ 2.549$ 13.5

1.40$ 1.449$ 2.5 2.55$ 2.599$ 14.0

1.45$ 1.499$ 3.0 2.60$ 2.649$ 14.5

1.50$ 1.549$ 3.5 2.65$ 2.699$ 15.0

1.55$ 1.599$ 4.0 2.70$ 2.749$ 15.5

1.60$ 1.649$ 4.5 2.75$ 2.799$ 16.0

1.65$ 1.699$ 5.0 2.80$ 2.849$ 16.5

1.70$ 1.749$ 5.5 2.85$ 2.899$ 17.0

1.75$ 1.799$ 6.0 2.90$ 2.949$ 17.5

1.80$ 1.849$ 6.5 2.95$ 2.999$ 18.0

1.85$ 1.899$ 7.0 3.00$ 3.049$ 18.5

1.90$ 1.949$ 7.5 3.05$ 3.099$ 19.0

1.95$ 1.999$ 8.0 3.10$ 3.149$ 19.5

2.00$ 2.049$ 8.5 3.15$ 3.199$ 20.0

2.05$ 2.099$ 9.0 3.20$ 3.249$ 20.5

2.10$ 2.149$ 9.5 3.25$ 3.299$ 21.0

2.15$ 2.199$ 10.0 3.30$ 3.349$ 21.5

2.20$ 2.249$ 10.5 3.35$ 3.399$ 22.0

2.25$ 2.299$ 11.0 3.40$ 3.449$ 22.5

2.30$ 2.349$ 11.5 3.45$ 3.499$ 23.0

Reported Fuel Price

On-Highway Diesel

National Average

Reported Fuel Price

On-Highway Diesel

National Average

http://tonto.eia.doe.gov/oog/info/wohdp/diesel.asp

http://pc.arcelormittal.com/NA/Facilities/Americas/ArcelorMittal+USA/Procurement/Terms+and+Conditions.asp

http://pc.arcelormittal.com/NA/Facilities/Americas/ArcelorMittal+USA/Procurement/Terms+and+Conditions.asp


B. All Other Rates. For all other rates, the following formula will be used to determine the applicable surcharge, which will be calculated based on mileage between origin city and destination city as set forth in Rand McNally MileMaker (Household Goods miles) most recent version.

(Reported Fuel Price On-Highway Diesel National Average minus 1.199) divided by 5.5 = $ per mile surcharge

C. Short Haul Fuel Surcharge applies on shipments less than 30 miles. For short haul rates the following formula will be used to determine the applicable surcharge which will be calculated based on mileage between origin and destination as set forth in Rand McNally MileMaker (Household Goods miles) most recent version.

(Reported Fuel Price On-Highway Diesel National Average minus 1.199) multiplied by 0.4 = $ per mile surcharge.

2. Applicable Accessorial Charges. Only accessorial charges specified herein will be paid by

ArcelorMittal.

a) Stop Off Charge $75.00 Per Stop as specified below:

i) Charge will be paid for pickups at two different buildings within the same origin plant.

ii) Charge will be paid for 2-door pickups within the same building.

iii) Charges will be paid for stop-offs in transit at intermediate point or points prior to delivery at

final destination.

b) Diversion or Reconsignment Charge: $75.00 plus out of route miles at $1.00 per mile. All miles

will be calculated using Rand McNally Mile Maker (HHG miles) most recent version.

c) Re-Delivery Charge: $75.00

d) Detention only applies if driver is detained at an ArcelorMittal facility: 2 total free hours per

stop in transit, then $75.00 per hour, in 15 minute increments provided driver waits over 7.5

minutes of each successive quarter hour.

e) Equipment Ordered But Not Used: $75.00

f) In addition, if a heavy single coil or over-dimensional plate load requires a permit to move,

ArcelorMittal will reimburse the Carrier for the permit. Carrier must provide a copy of the valid

permit in order to be reimbursed.

g) If a load requires escort, ArcelorMittal will reimburse the Carrier if approved in advance, and

with valid cost documentation.

h) For shipments of Over-Dimensional Plate, the following charges will apply:

OVER WIDTH: % of Applicable Rates To Be Assessed

Over 8’6” to 9’ 110%

Over 9’ to 9’6” 120%

Over 9’6” to 10’ 130%

Over 10’ to 12’ 140%

Over 12’ to 14’ 150%

Over 14’ 200%

OVER LENGTH:

Over 50’ to 60’ 130%

Over 60’ to 65’ 150%

Over 65’ to 70’ 160%

Over 70’ to 80’ 200%

Over 80’ 250%

Documents

Agreement for Transportation by Truck/media/Files/A...transportation services and desires to avail itself of such motor carrier services in intrastate, interstate and, where appropriate,