Master Agreement For Transportation By Motor Carrier (Page 5 of 16) in pdf

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.

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.

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.

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.

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

May 2015

Page 5 of 16

Master Agreement For Transportation By Motor Carrier Page 5

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