Procurement Department
Supplier Terms and Conditions
Revised April 2000

The shipping notice must be mailed on the date of shipment to the works or plant designated by Buyer as point of destination. Goods arriving without proper notices having been received will be held until the desired information is furnished, and all demurrage thus accruing shall be for Seller's account. Shipments to each works or plant shall be invoiced separately. Invoices shall state the Purchase Order number, item number, commodity code, shipping point, place of delivery, route, destination, whether the freight is prepaid or collect, and the terms of payment. Invoices not rendered in accordance with instructions will be returned and the discount date will be based upon the date the corrected invoice is received by Buyer.

Discount period shall commence on the later of (i) the invoice date or (ii) the date the invoice was received by Buyer.

All goods shall be shipped fully assembled (or where not practicable to do so, as completely assembled as permitted by the carrier), suitably packed and accompanied by packing list. Cartons containing packing lists must be so marked. Uncrated or bundled goods must be tagged with waterproof tags. No charge for packing or draying shall be made unless agreed to in writing by Buyer.

Buyer reserves the right to designate the carrier and routing. All goods shall be forwarded in accordance with Buyer's instructions, or in the absence of such instructions by the route generating the lowest transportation charge. When usual terms of tariffs or transportation agreements involving carriage via water do not include insurance, shipments must be forwarded properly insured. When terms of delivery are "prepaid by supplier", supplier is to charge buyer freight on their invoice. When terms are "collect", Buyer will pay freight to carrier on a separate freight bill. When terms are "delivered price", material costs include freight costs. All shipping rates charged to Buyer shall be the lowest available rates, taking into account all available discounts.

No additional charges of any kind will be allowed unless arranged for and agreed to in writing by Buyer's Purchasing Department at time of purchase.

This Purchase Order is expressly subject to, and Seller's acceptance is expressly conditioned upon, Seller's assent to each and all of the terms and conditions contained on the face and reverse side hereof. No addition to or modification of the terms and conditions hereof shall be binding upon Buyer and no goods or services shall be substituted for those specified herein except upon the written consent or instructions of Buyer's Purchasing Department. Where Seller's quotation, order acknowledgement or other correspondence contains terms or conditions contrary to or in addition to Buyer's terms and conditions, such contrary or additional terms are hereby refused and rejected (and without any requirement of further notice of such refusal and rejection) and neither acceptance by Buyer of the goods and services nor payment therefor shall constitute a waiver by Buyer of any of the terms and conditions contained herein or assent to any other conditions. Reference to Seller's bids or proposals, if noted on this Purchase Order, shall not affect the terms and conditions hereof unless specifically provided to the contrary herein.

All goods received shall be subject to Buyer's right of inspection and rejection. Buyer may (but is not required to) inspect the goods at Seller's premises, prior to shipment, upon reasonable notice to Seller. Buyer shall have a reasonable time within which to inspect the goods and shall not be obligated to inspect goods purchased as spare parts, inventory or for future use until the same are to be used by Buyer. Excess or defective goods or goods not in accordance with Buyer's specifications will be held for a reasonable period of time for disposition in accordance with Seller's instructions at Seller's risk and expense and, if Seller directs, will be returned at Seller's expense. Returned goods may be replaced by Seller only upon Buyer's formal Purchase Order placed by a duly authorized representative of Buyer. If inspection discloses that a portion of the goods received are not in accordance with the specifications or descriptions thereof, Buyer shall have the right to cancel any unshipped portion of this order. Payment for goods or services furnished or performed pursuant to this order shall not constitute acceptance thereof by Buyer and such payments shall be deemed to have been made without prejudice to any and all claims Buyer may have against Seller. The remedies hereinabove provided to Buyer are not exclusive and are in addition to all other remedies available to Buyer pursuant to law, this Purchase Order or otherwise.

In addition to any other warranties of Seller described herein, Seller expressly warrants that all goods and services covered by this Purchase Order will conform to the specifications, drawings, plans, instructions, samples or other description furnished or adopted by Buyer, if any, will be merchantable, fit and sufficient for the purpose intended, including any special requirements of Buyer which have been disclosed to Seller, and shall be free from defects, whether latent or patent, in material and workmanship. Such warranties and the remedies provided herein shall not be deemed waived either by reason of acceptance of or payment for or use or consumption of the goods and shall be in addition to those implied by or available at law.

Shipment and delivery date(s) specified are of the essence of this Purchase Order and must be one-hundred percent on time. However, Seller shall not be liable for delays in manufacture or delivery of goods and services and Buyer shall not be liable to accept any part of such goods and services to the extent that such delays are due to causes beyond the reasonable control of the party (Buyer or Seller) affected thereby, such as acts of God, acts of civil or military authorities, governmental priorities, fires, strikes, lockouts, floods, epidemics, war, riot, or a contingency the non-occurrence of which was a basic assumption on which this Purchase Order was made, provided that the party affected thereby promptly notifies the other party of such event and uses its best efforts to remedy the situation, and, provided further, that in the case of any such event affecting Seller, Seller shall allocate all available production, inventories and deliveries to Buyer.

If Seller is a party to any labor agreement the expiration of which might reasonably be anticipated to cause a delay in performance hereunder, Seller shall give Buyer as much advance written notice as is practicable of the date of expiration of such agreement and Seller's expectations with respect thereto. Seller shall also advise Buyer as promptly as practicable of any strike or other difference with employees which might reasonably be anticipated to cause a delay in performance hereunder, and shall keep Buyer seasonably advised of all developments relating thereto.

Seller shall comply with all Federal, state and local laws and ordinances and all lawful regulations of any public authority. Without limiting the generality of the foregoing, Seller warrants that all materials or services furnished under this order shall comply with all Federal, state and local laws, rules and regulations pertaining to safety and health, including but not limited to the Federal Occupational Safety and Health Act of 1970, as amended, and safety standards promulgated pursuant thereto, and that Seller will comply with all applicable laws, regulations, ordinances, executive orders and rules with regard to discrimination as to age, race, color, religious creed, sex, ancestry or national origin, physical or mental disability and veteran status. Seller represents and warrants, as of the date of delivery, that all goods were produced in compliance with the Fair Labor Standards Act, as amended, and all regulations and orders of the United States Department of Labor issued thereunder.

By its acceptance of this order, Seller expressly agrees to defend, indemnify and save harmless Buyer (as used in this Clause, "Buyer" means and includes LTV Steel Company, Inc. and, as appropriate, its subsidiaries and affiliates) from and against any and all liability, loss, damages, costs and expenses (including attorneys' fees), claims, suits and demands for any loss or damage to property or injuries to persons, including death, sustained by Buyer, its employees or its customers, or by Seller or its employees, or by any other party, arising out of, resulting from or incurred in connection with the performance of any work or the furnishing of, or claimed defects in, any goods furnished by Seller under this order. Seller further expressly agrees that it is the intent hereof that Seller shall assume all risk of such loss, damage or injuries, and shall absolve and indemnify Buyer therefrom whether or not such loss, damage or injuries are due to the sole or joint negligence of Buyer or its employees. If Buyer's machinery or equipment is used by Seller in the performance of any work that might be required under this Purchase Order, such machinery or equipment shall be considered as being under the sole custody and control of Seller during the period of such use by Seller, and if any person or persons in the employ of Buyer should be used to operate said machinery or equipment during the period of such use, such person or persons shall be deemed during such period of operation to be an employee or employees of Seller. Seller expressly agrees that it may be joined as an additional or third-party defendant, and may be held liable for damages, contribution or indemnity, in any action at law or otherwise, in which the employee or employees of Seller or any other person, their heirs, assigns or anyone otherwise entitled to receive damages by reason of injury or death, brings an action against Buyer in respect thereof, and expressly waives any provision of any workers' compensation laws whereby Seller could otherwise preclude its joinder or avoid liability for such damages, contribution or indemnity.

Where fulfillment of this Purchase Order requires Seller to perform work on the premises of Buyer (used herein as defined in Clause 12), Seller shall procure at its own cost and keep in force the following insurance, satisfactory to Buyer as to form and limits of liability, until completion and final payment hereunder:

(a) Worker's Compensation Insurance, as required by the worker's compensation laws of the state in which the work is being performed; and
(b) Public Liability and Property Damage insurance, including contractual liability insurance as required to cover liabilities assumed in Clause 12, and Automobile Liability and Property Damage insurance if automobiles, trucks, trailers or other vehicles are to be used.

Prior to the commencement of any work hereunder, evidence of such insurance, in policy or certificate form, shall be deposited with Buyer's Procurement or Risk Management Department at Buyer's headquarters. Where any part of this Purchase Order is performed by a subcontractor of Seller, evidence of such insurance on behalf of such subcontractor similarly shall be provided by Seller to Buyer.

Seller shall indemnify, save harmless and defend Buyer (used herein as defined in Clause 12) from and against any and all claims, demands, suits, actions, legal proceedings, judgments, decrees, awards, damages, royalties, costs including reasonable attorneys' fees and any other expenses arising from (a) the infringement or alleged infringement of any United States or foreign patent by the goods furnished hereunder, or by the normally intended use or mode of operation of the goods so furnished, (b) any unfair competition or alleged unfair competition resulting from any similarity of design or appearance of, or trademark on, the goods furnished hereunder and (c) the unauthorized use or alleged unauthorized use of any trade secrets, proprietary know-how or other proprietary rights incorporated in the goods furnished hereunder, necessary or appropriate for the use of the goods furnished hereunder in their normally intended manner or mode of operation, or otherwise related to the furnishing of any goods or services hereunder. Buyer may be represented in any such suits, actions or legal proceedings by counsel of its own selection.

All goods and services hereunder shall be delivered and furnished free of all liens, claims and encumbrances. Seller shall pay promptly all claims and demands for all labor performed and for machinery, fuel or any other material or equipment furnished in the performance of the work contemplated by this Purchase Order and shall fully protect and indemnify Buyer (used herein as defined in Clause 12) against all such claims and against any and all claims or debts on account of which liens might be obtained. Seller also shall indemnify Buyer against court costs and attorneys' fees incurred or sustained by Buyer by reason of any such claims, debts or liens. Buyer reserves the right to satisfy and obtain the release of any liens filed against the property of Buyer as a result of work performed or goods furnished by Seller hereunder, and in such cases to use sums otherwise payable by Buyer to Seller hereunder.

16. SETOFF -
Buyer shall have the right to credit toward the payment of any monies that may become due Seller hereunder any amounts which may now or hereafter be owed to Buyer or any of its subsidiaries or affiliates by Seller.

Seller shall not assign, whether by assignment, subcontract, merger, reorganization, operation of law (all of which shall be deemed to be an "assignment ") or otherwise this Purchase Order or any interest herein or any payment due or to become due hereunder without the written consent of Buyer. Any such actual or attempted assignment without Buyer's written consent shall constitute a breach by Seller and shall entitle Buyer to terminate this Purchase Order without further liability hereunder and to withhold payment until Buyer has determined to whom such funds are payable and that Buyer is fully protected from any conflicting claims of Seller, Seller's assignee or any third party and from any loss or expense in connection therewith. Buyer may assert any counterclaim or set-off which Buyer may have against Seller against any assignee, whether or not such counterclaim or set-off arose under or with respect to this Purchase Order.

Buyer may terminate this Purchase Order or any part hereof for any reason at Buyer's convenience upon written notice to Seller. Upon such termination Seller agrees to waive all claims for damages, including those for loss of anticipated profits, and to accept as its sole remedy for termination the value of all work performed prior to the termination and reasonable costs occasioned by termination; provided, however, that Buyer shall have no liability whatsoever for goods which are Seller's standard stock. No such termination shall relieve Seller of any of its obligations for any goods delivered or services rendered hereunder prior to such termination. Any claim for adjustment must be asserted within 30 days from the date when the termination was ordered.

This Purchase Order, together with any other documents incorporated herein by reference, constitutes the sole and entire agreement between Buyer and Seller with respect to the subject matter hereof, superseding completely any oral or written communications unless the terms thereof are expressly incorporated herein. No additions to or variations from the terms hereof shall be binding unless incorporated in Buyer's Purchase Order Change Notification. Where Seller's quotation is referred to herein, such quotation is incorporated in this Purchase Order only to the extent of specifying the nature or description of the goods ordered, and then only to the extent such items are consistent with the other terms herein. No additional work shall be done or goods supplied unless specifically agreed to by Buyer by written Purchase Order Change Notification.

Where the purchase price hereunder is to be determined by Seller's time or cost of materials, or otherwise from records to be maintained by Seller, Seller will retain all records necessary for such determination for a period of at least two years after the completion of this Purchase Order and will permit Buyer access thereto at all reasonable times for the purposes of audit.

Title to originals and all copies of all plans, blueprints, drawings, dies, patterns, tools, specifications and written media, whether or not deemed proprietary by Seller, furnished to or by Seller or prepared by or for the account of Seller in connection with its performance hereunder, shall be and remain in Buyer. Such items shall be held at Seller's risk and shall be promptly delivered to Buyer upon completion of such performance, or termination of this Purchase Order. Invoices will not be honored until such items have been received by Buyer.

Seller may not, without written consent of Buyer's authorized representative, advertise or publish, in any manner, the fact that Seller has furnished or contracted to furnish the goods or services specified herein.

23. TAXES -
Seller shall pay all taxes applicable to this transaction unless shown separately on the face of this Purchase Order. LTV Steel Company, Inc. will remit any sales tax due direct to the state under its direct payment authorization in the states of IN, OH and PA.

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