AGREEMENT FOR THE SUPPLY OF PRODUCTS AND SERVICES

between

[*Insert Name of Supplier*]

(Registration Number: [*Insert Registration Number of Supplier*])

(the "Supplier")

and

[*Insert Name of AGA Contracting Entity*]

(Registration Number: [*Insert Registration Number of AGA Contracting Entity*])

(the "Company")

Contract Number: [*Insert Contract Number*]

 TABLE OF CONTENTS
Page No.

PART I: DEFINITIONS AND INTERPRETATION ........................................................................ 1

1. Definitions and interpretation .................................................................................... 1
PART II: APPOINTMENT AND DURATION ............................................................................. 8
2. Appointment.............................................................................................................. 8
3. Commencement and duration .................................................................................... 8
4. General terms of appointment ................................................................................... 8
5. Personnel................................................................................................................... 9
6. Representatives ......................................................................................................... 9
7. Documentation ........................................................................................................ 10
PART III: PRODUCT SPECIFICATIONS AND STANDARDS ....................................................... 10
8. Product Specifications .............................................................................................. 10
9. Delivery, title and risk .............................................................................................. 11
10. Product packaging .................................................................................................... 11
11. Product stock to be maintained ................................................................................ 11
12. Defective Products ................................................................................................... 11
13. Delay in Product Delivery ......................................................................................... 13
PART IV: SERVICES SPECIFICATIONS AND STANDARDS ....................................................... 14
14. Performance of Services ........................................................................................... 14
15. Defective Services .................................................................................................... 15
PART V: PRICING TERMS AND PAYMENT, MARKET TESTING ............................................... 15
16. Product Price and adjustments ................................................................................. 15
17. Service Fees and adjustments ................................................................................... 16
18. Invoicing and payment ............................................................................................. 16
19. Market testing ......................................................................................................... 17
PART VI: INFORMATION, ACCESS AND INSPECTION RIGHTS AND OBLIGATIONS .................. 17
20. Information and investigations ................................................................................. 17
21. Company’s inspection and test rights ........................................................................ 18
22. Access to Site ........................................................................................................... 19
23. Fossicking and collection of minerals prohibited ....................................................... 20
PART VII: COMPLIANCE REQUIREMENTS ............................................................................ 20
24. Health, safety and environment ............................................................................... 20
25. Compliance with Laws .............................................................................................. 21
26. Business ethics ......................................................................................................... 22
PART VIII: GENERAL WARRANTIES AND INDEMNITIES ........................................................ 23
27. Supplier warranties .................................................................................................. 23
28. Indemnity ................................................................................................................ 25
PART IX: SUSPENSION, CANCELLATION AND TERMINATION RIGHTS ................................... 25
29. Suspension of Services ............................................................................................. 25
30. Cancellation of Purchase Orders and/or Service Orders ............................................. 26
31. Termination for convenience .................................................................................... 27
32. Termination for default ............................................................................................ 28
33. Consequences of termination ................................................................................... 29
PART X: GENERAL PROVISIONS .......................................................................................... 30
34. Independent Expert.................................................................................................. 30
35. Insurance ................................................................................................................. 31
36. Intellectual Property ................................................................................................ 32
37. Liens ........................................................................................................................ 32
38. Security.................................................................................................................... 33
39. Force Majeure .......................................................................................................... 33
40. Confidentiality ......................................................................................................... 34
41. Dispute resolution .................................................................................................... 35
42. Addresses ................................................................................................................ 37
43. Surviving provisions ................................................................................................. 37
44. Miscellaneous matters ............................................................................................. 38
 1

PART I: DEFINITIONS AND INTERPRETATION

1. Definitions and interpretation

1.1 In this Agreement, the following words shall, unless otherwise stated or
inconsistent with the context in which they appear, bear the following meanings
and other words derived from the same origins as such words (that is, cognate
words) shall bear corresponding meanings:

1.1.1 "Affiliates" means, with respect to any Person, any other Person,
directly or indirectly, Controlling, Controlled by or
under common Control with such Person. For
purposes of this definition, the term “Control”
(including the terms “Controlling” “Controlled by” and
“under common Control with”) means (a) direct or
indirect ownership of more than 50% of the share
capital or other ownership interests in a Person, (b) the
right to exercise more than 50% of the votes of equity
holders in a Person, (c) the contractual right to
designate such number of the members of a Person’s
board of directors or similar executive body that,
between them, have the right to exercise more than
50% of the votes of the members of such board or
executive body, or (d) the power to positively
determine, directly or indirectly, the direction of the
management or policies of a Person, whether such
power is effected through ownership of shares or
other securities, by contract, by proxy or otherwise;
 2

1.1.2 "AGA Policies" any policies, standards, procedures, industry codes

and guidelines adopted by the Company from time to
time;

1.1.3 "Agreement" this agreement for the supply of Products and Services
and including the Schedule and Annexes hereto;

1.1.4 "Agreement Term" the term of this Agreement as specified in the

Schedule;

1.1.5 "Annexes" the annexes to the Schedule that form part of this
Agreement;

1.1.6 "Authority" any government or governmental, administrative,

fiscal or judicial authority, body, court, department,
commission, tribunal, registry or any state owned,
controlled or legislatively constituted authority which
principally performs public, governmental or
regulatory functions, including, without limitation, any
competition authorities;

1.1.7 "Commencement Date" the commencement date of this Agreement as

specified in the Schedule;

1.1.8 "Company the Person(s) identified in the Schedule as such, or a

Representative" replacement for such Person(s) appointed in, and
pursuant to the terms of this Agreement;
 3

1.1.9 "Confidential any information specified by a Party to be confidential,

Information" any information embodied in data, technical
knowledge, specifications, chemical make-up,
materials and/or other communications, in tangible or
non-tangible form, written or oral, relating to or useful
in connection with the design, construction or
operation of the Company’s facilities or Site, the
identity and requirements of the Company’s suppliers
and customers, the types, specifications, quantities
and prices of goods or services; the Company’s
feedstock, products and/or its business, including but
not limited to trade information, employee
remuneration and conditions of employment, business
development and/or operational plans, the existence
and content of contracts, costs, pricing, payment
terms, procedures, forecasts, order quantities, sales
volumes and raw material usage, patent application,
any product or process specifications, any product
developments, any product applications, formulae,
processes, marketing and manufacturing methods,
drawings and plans and information technology
specifications either (a) disclosed or provided by the
Company, or (b) that may be learned, acquired or
derived by the Supplier arising from or in connection
with this Agreement, including negotiations and/or
discussions; and the Intellectual Property of the
Company and all information and data disclosed in any
documentation describing and/or referring to any such
Intellectual Property;

1.1.10 "Defective Services" Services which, in the Company’s sole determination,

do not comply with the terms or requirements of this
Agreement, or which are otherwise incorrectly or
negligently performed by or on behalf of the Supplier;

1.1.11 "Delivery" delivery of the Product on the basis as set out in the
Schedule, and "Deliver" and "Delivered" shall have a
corresponding meaning as the context may so require;

1.1.12 "Delivery Date" the date of Delivery as provided for in a Purchase Order
or the Schedule or as directed in writing by the
Company;

1.1.13 "Delivery Point" the delivery point nominated in the Schedule, or if no

such point is specified, the delivery point specified in a
Purchase Order;
 4

1.1.14 "Encumbrance" means any security, interest, option, security interest,

pre-emption right, mortgage, charge, pledge, lien,
assignment, subordination, hypothecation, title
retention or any other security interest, agreement or
arrangement, or any agreement to create any of the
above;

1.1.15 "Equipment" apparatus, equipment, machinery, tools, materials,

vehicles and other things of whatsoever nature
required by the Supplier for the performance of the
Services;

1.1.16 "Good Industry the exercise of that degree of skill, diligence, prudence
Practice" and foresight which would reasonably and ordinarily
be expected from a skilled and experienced contractor
to comply with its obligations in terms of this
Agreement, all applicable Laws and applicable AGA
Policies;

1.1.17 "Independent Expert" has the meaning given to the term in clause 35;

1.1.18 "Intellectual Property" all intellectual property rights, whether protectable by

statute or at common law, including all patents,
trademarks, present and future rights of copyright,
rights in and to designs, rights in and to inventions,
topography rights, rights in and to trade secrets, rights
in and to trade names, business names, domain names
and logos, rights in and to know-how, rights in and to
databases (including rights of extraction), and all rights
and forms of protection of a similar nature or having
equivalent effect to any of them which may subsist or
be capable of protection at the Signature Date or in the
future anywhere in the world, whether or not any of
these is registered and including applications for any
such right or registration, renewal or extension
thereof;

1.1.19 "Invoice" an original invoice in respect of the Products and/or

Services submitted by the Supplier to the Company in
accordance with this Agreement;

1.1.20 "Laws" means any applicable statute, law, ordinance,

regulation, rule, code, order, constitution, treaty,
common law, judgment, decree, other requirement, or
rule of law of any Authority, both before and at the
time of execution of this Agreement;
 5

1.1.21 “Losses” means (i) all direct losses, liabilities, claims, demands,
judgments, damages, payments, interest, fines,
penalties, awards, costs and expenses (including
reasonable costs of investigation and defense, and
reasonable attorneys’ fees) and (ii) all direct loss of
profits suffered by the Company or its Affiliates, on the
one hand, or the Supplier or its Affiliates on the other
hand, but, in each case, excluding (a) claims by a
Person for diminution in value of such Person’s shares,
(b) damages attributable to any changes in the share
price of publicly traded securities of a Party or an
Affiliate thereof, and (c) punitive damages, except, in
the case of either clause (b) or clause (c), to the extent
payable in connection with a third-party claim;

1.1.22 "Parties" the Company and the Supplier as parties to this

Agreement and "Party" shall mean either one of them;

1.1.23 “Person” includes a natural person, company, close corporation

or other juristic person or corporate entity, charity,
partnership, trust, joint venture, syndicate or other
unincorporated association of persons or entities;

1.1.24 "Personnel" the:

(i) directors and employees of a Party; and

(ii) in respect of the Supplier, its employees, agents

and sub-contractors that have been approved
by the Company in writing for the performance
of any delegation, whether involved directly or
indirectly in the performance of any obligations
in terms of this Agreement; and

1.1.25 "Products" the Products set out in the Schedule and where the
context requires, the Products ordered by and supplied
to the Company by the Supplier;

1.1.26 "Product Price" the prices of the Products set out in the Schedule;

1.1.27 "Product Specifications" the technical specifications of the Products referred to

in the Schedule;
 6

1.1.28 "Purchase Order" an official written purchase order signed by a duly

authorised representative of the Company (that does
not necessarily need to be the Company
Representative) and issued by the Company to the
Supplier stipulating, as applicable, the nature and/or
quantity of the Products to be purchased in terms of
this Agreement;

1.1.29 "Representatives" the Company Representative and the

Supplier Representative, and "Representative" shall
mean either one of them, as the context may require;

1.1.30 “Required Insurance” has the meaning given to the term in clause 36.1;

1.1.31 "Schedule" the Schedule that forms part of this Agreement;

1.1.32 “Scope of Services" the Services described in the Schedule;

1.1.33 "Security" means the security to be provided by the Supplier for

the performance of its obligations in terms of this
Agreement as specified in the Schedule;

1.1.34 "Service Fees" the fees in respect of the Services as set out in the
Schedule;

1.1.35 "Service Order" an official written order signed by a duly authorised

representative of the Company (that does not
necessarily need to be the Company Representative)
issued to the Supplier by the Company stipulating as
applicable, the nature and/or the quantity of the
Services to be provided in terms of this Agreement;

1.1.36 "Services" collectively or individually, as the context may require,

any of the services described in the Scope of Services;

1.1.37 "Signature Date" the latest of the dates on which this Agreement (or any
counterpart) was signed by either Party;

1.1.38 "Site" the Company’s premises specified in the Schedule;

1.1.39 "Supplier the Person(s) identified in the Schedule as such or a

Representative" replacement for such Person(s) appointed in terms of
this Agreement;

1.1.40 “Surviving Provisions” means clauses 1 (Definitions and interpretation); 28

(Indemnity); 34 (Consequences of termination); 35
(Insurance); 37 (Intellectual Property); 41
(Confidentiality); 42 (Dispute Resolution);
 7

1.1.41 "Taxes" means any tax imposed, levied or charged by any

Authority and includes, without limitation, any excise
duties, stamp or similar duties, customs and excise
duties, withholding taxes, value added or similar
transaction taxes and any penalties or interest relating
thereto; and

1.1.42 "Termination Date" means the termination date of this Agreement as

specified in the Schedule.

1.2 In this Agreement unless expressly provided otherwise:

1.2.1 references to a Law include any subordinate legislation made from time to
time under that provision and include that Law as amended, supplemented,
modified or re-enacted from time to time;

1.2.2 any reference to a person, includes, without being limited to, any individual,
body corporate, partnership, limited liability company, firm, joint venture,
association, joint-stock company, trust, unincorporated association,
government, state or agency of a state (including a Tax authority), or other
entity, whether corporate or unincorporated;

1.2.3 words importing the masculine gender include the feminine and neuter
genders and vice versa; the singular includes the plural and vice versa; and
natural persons include artificial persons and vice versa;

1.2.4 if a definition imposes substantive rights and obligations on a Party, such

rights and obligations shall be given effect to and shall be enforceable,
notwithstanding that they are contained in a definition;

1.2.5 any definition, wherever it appears in this Agreement, shall bear the same
meaning and apply throughout this Agreement unless otherwise stated or
inconsistent with the context in which it appears;

1.2.6 a reference to a clause is a reference to a clause of this Agreement, unless

otherwise stated or inconsistent with the context in which it appears;

1.2.7 where any number of days is prescribed, those days shall be reckoned
exclusively of the first and inclusively of the last day;

1.2.8 any reference to days, months, or years, shall be a reference to calendar

days, calendar months or calendar years, as applicable, unless otherwise
stated;

1.2.9 any provision in this Agreement which is or may become illegal, invalid or
unenforceable in any jurisdiction affected by this Agreement shall, as to such
jurisdiction, be ineffective to the extent of such prohibition or
unenforceability and shall be treated as having not been written (i.e. pro non
scripto) and severed from the balance of this Agreement, without invalidating
the remaining provisions of this Agreement or affecting the validity or
 8

enforceability of such provision in any other jurisdiction;

1.2.10 any reference in this Agreement to "this Agreement" or any other agreement,
document or instrument shall be construed as a reference to this Agreement
or that agreement, document or instrument as amended, varied, restated,
novated or substituted from time to time;

1.2.11 all the headings and sub-headings in this Agreement are for convenience only
and are not to be taken into account for the purposes of interpreting it;

1.2.12 the currency of this Agreement shall be as specified in the Schedule;

1.2.13 the use of any expression in this Agreement covering a process such as
winding-up, liquidation or dissolution (without limitation eiusdem generis)
shall be construed as including any equivalent or analogous proceedings
under any jurisdiction; and

1.2.14 the use of the word “including” followed by specific example(s) shall not be
construed as limiting the meaning of the general wording preceding it and the
eiusdem generis rule shall not be applied in the interpretation of such general
wording or such specific example(s).

1.3 Each of the provisions of this Agreement has been negotiated by the Parties and
drafted for the benefit of the Parties, and accordingly the rule of construction that
the contract shall be interpreted against or to the disadvantage of the Party
responsible for the drafting or preparation of this Agreement (i.e. the contra
proferentem rule), shall not apply.

PART II: APPOINTMENT AND DURATION

2. Appointment

The Company hereby appoints the Supplier, who accepts such appointment, to supply
the Products and Services in accordance with the terms, and subject to the conditions, as
set out in this Agreement.

3. Commencement and duration

This Agreement shall commence on the Commencement Date and shall continue for the
Agreement Term unless otherwise terminated earlier in accordance with the terms of
this Agreement.

4. General terms of appointment

4.1 The Company gives no undertaking regarding the extent to which it will place
orders with the Supplier to supply the Products and provide the Services in terms
of this Agreement, and nothing contained in this Agreement shall be construed as
granting any exclusivity or restraint between the Company and the Supplier in
respect of the supply of the Products and the provision of the Services by the
Supplier.

4.2 The Company shall only purchase Products in terms of this Agreement pursuant to
 9

a Purchase Order and shall only request Services in terms of this Agreement
pursuant to a Service Order.

4.3 The Supplier agrees to carry out its obligations in terms of this Agreement as an
independent contractor of the Company and nothing in this Agreement, whether
expressed or implied shall:

4.3.1 be construed as creating an employment or labour-broking relationship

between the Supplier and/or its Personnel, on the one hand, and the
Company, on the other;

4.3.2 be construed as creating a partnership or joint venture between the Parties;

4.3.3 constitute either Party as an agent or representative of the other Party;

4.3.4 entitle the Supplier or any of its Personnel for any purpose whatsoever to
hold themselves out to be an employee(s) of the Company;

4.3.5 afford the Supplier or any of its Personnel any employment-related claim
against the Company hereunder or otherwise; and/or

4.3.6 entitle either Party to bind or attempt to bind the other Party, or to represent
to any third party that it has the authority to bind the other Party or to confer
any obligation on the other Party, unless specifically mandated to do so in
writing by the other Party.

5. Personnel

5.1 The Supplier shall use the Personnel only for the purposes of carrying out its
obligations in terms of this Agreement.

5.2 Notwithstanding the use of the Supplier’s Personnel by the Supplier for the supply
of the Products and Services, the Supplier shall remain fully responsible for the
proper performance of its duties and obligations in accordance with the terms and
subject to the conditions of this Agreement.

5.3 The terms of every contract with Personnel must be no less stringent than the
terms of this Agreement, provided that the Supplier may include in any such
contract all terms that the Supplier considers necessary to maintain control over
the work to be performed by such Personnel and to allow the Supplier to comply
with its obligations under this Agreement.

6. Representatives

6.1 The Supplier shall ensure that the Supplier Representative is available to the
Company at all reasonable times for the Agreement Term in respect of matters
concerning the Supplier’s performance of its obligations set out in this Agreement.

6.2 The Company Representative has the authority to give directions for and on behalf
of the Company as set out in this Agreement, but shall only have the authority to
agree to an amendment of this Agreement for and on behalf of the Company to the
extent expressly permitted in this Agreement.
 10

6.3 The Supplier Representative has full authority to represent and bind the Supplier in
all matters pertaining to this Agreement, including the authority to agree to any
amendment to the terms and conditions of this Agreement for and on behalf of the
Supplier. Matters within the knowledge of the Supplier Representative are deemed
to be within the knowledge of the Supplier.

6.4 A Party shall be entitled to revoke the appointment of its Representative, with the
approval of the other Party which approval shall not be unreasonably withheld or
delayed subject to a simultaneous appointment of a replacement Representative
by written notice to the other Party.

7. Documentation

7.1 Documentation which may require approval of the Company Representative

pursuant to the supply of Products and/or Services shall be submitted to the
Company Representative as and when required. The Parties shall address in the
Purchase Order and/or Service Order, or elsewhere as appropriate in this
Agreement, the timeframes for submission of any such requests for approval and
for review and approval by the Company Representative.

7.2 Ownership of, and Intellectual Property in, all documentation arising out of the
supply of the Products and/or Services shall vest in the Company. The Company
shall have full right of disposal of such documentation without payment of any
further consideration to the Supplier.

7.3 Upon written notice, the Supplier shall provide the Company with any certificates,
books and records and such documentation and other information as may be
reasonably requested by the Company from time to time in order to verify that the
design, manufacture, importation, supply and Delivery of the Products and/or the
performance of the Services, as applicable, complies with the provisions of this
Agreement.

PART III: PRODUCT SPECIFICATIONS AND STANDARDS

8. Product Specifications

The Supplier represents, warrants and undertakes that each Product supplied by it under
this Agreement shall:

8.1 as a final Product, and in respect of its design, fabrication, testing, packaging,
loading or transport and Delivery (and installation and commissioning where
specified), conform to the Product Specifications, applicable AGA Policies, Good
Industry Practice, all applicable Laws, their description (or representative sample if
applicable), the terms of the applicable Purchase Order and all other requirements
of this Agreement;

8.2 not be manufactured from inferior or defective raw materials;

8.3 be free of Encumbrances and that the Supplier shall have good title to them;

8.4 be new and of good and merchantable quality and fit for its intended purpose; and
 11

8.5 be free of defects (latent and patent) in design, workmanship and material.

9. Delivery, title and risk

9.1 The Supplier shall Deliver the Products to the Delivery Point in accordance with the
Delivery provisions of the Schedule.

9.2 Unencumbered ownership of the Products shall pass to the Company upon
payment for the Products by the Company in full.

9.3 The risk in the Products shall pass to the Company upon Delivery of the Products to
the Delivery Point.

9.4 The Supplier must arrange and pay for the transport of the Product, by the method
of transport specified in the Schedule, to the Delivery Point.

10. Product packaging

The Supplier must clearly mark all packages with, at a minimum, the name of the
Company, the address for Delivery, the Purchase Order number and for the attention of
the Person at the Site designated by the Company in writing.

11. Product stock to be maintained

11.1 The Supplier must maintain adequate stock levels of the Products as set out in the
Schedule (or any lesser amount as may be agreed by the Company from time to
time in writing).

11.2 The Company may from time to time and in its reasonable discretion stipulate in
writing the purchase volumes and details of the Products to be maintained in stock
for the period, to enable the Supplier to accurately meet the Company’s
requirements.

11.3 If at any time during this Agreement the stock maintained by the Supplier is
insufficient to meet the Company’s consumption as reflected in this Agreement
and related Purchase Orders and/or the Schedule, the Supplier shall immediately
give written notice to the Company, and the Supplier shall source and supply
Products to the Company of the same specifications as the Product Specifications.
Any additional costs associated with complying with the obligations of this clause
11.3 shall be at the Supplier’s expense.

11.4 In the event that the Supplier fails to act in accordance with its obligations in terms
of clause 11.3 the Company shall be entitled to itself source Products or a
substitute at the expense of the Supplier.

11.5 The Company is not obliged to take or pay for any Products, other than in
accordance with Purchase Orders placed by it. The Company may return, at the
Supplier’s cost, any excess Products Delivered.

12. Defective Products

12.1 Should the Supplier Deliver any Products which do not comply with the Product
Specifications or the provisions of this Agreement, the Company shall have the
 12

right to refuse to take Delivery, or after having taken Delivery, to reject the said
Products and promptly notify the Supplier in writing. In the event of such refusal or
rejection the said Products, the Company may choose to hold the Products at the
sole risk of the Supplier. A failure to inspect by the Company prior to despatch of
Product or acceptance by the Company of Products not complying with the Product
Specifications, shall not prejudice or affect the rights of the Company to reject
subsequent Deliveries of Products not complying with the Product Specifications.

12.2 For the avoidance of doubt, acceptance of the Products at the Delivery Point by any
third party on behalf of the Company, such as a transport provider, shall not affect
or limit:

12.2.1 any right the Company may have to refuse or reject the Products upon the
Company inspecting the Products when they are Delivered to the Site (if the
Delivery Point is not at the Site); or

12.2.2 the Supplier’s warranties or other obligations under this Agreement.

12.3 In the event that the Company refuses or rejects Products in accordance with
clause 12.1 above, the Supplier shall remove the said Products and shall pay all
Losses to the Company arising from and incidental to such removal and the
Supplier shall further be liable for all Losses to the Company in respect of defective
Products including but not limited to transport, off-loading and loading costs.
Without derogating from the generality of the aforegoing the Supplier shall be
liable for Losses to the Company due to unsuitably packed Products and for any
difference in freight charges that arises from its failure to follow any transport
instruction in terms of this Agreement or to properly describe the Products being
transported. The Supplier must assist the Company in obtaining documents and
other information required for the resolution of any transport dispute.

12.4 At the sole discretion of the Company, and without derogating from clause 12.3
above, the Supplier shall replace any Products rejected or refused at the cost of the
Supplier.

12.5 Should any dispute arise as to whether Products refused or rejected by the
Company comply with the Product Specifications or the provisions of this
Agreement, such dispute shall be referred to an Independent Expert for
determination in accordance with clause 35. If the Supplier, within 5 Business Days
of such refusal or rejection, fails to refer a dispute in accordance with clause 35, the
Supplier shall be bound by the provisions of clauses 12.1, 12.2, 12.3 and 12.4 in
respect of such Products.

12.6 The Supplier must promptly repair any defects, or as necessary replace any
Product, when such Product does not comply with the requirements of this
Agreement or is defective in design, material, or workmanship, and such
noncompliance or defects appear in the Product under proper use within one year
of the Company putting the Product into service or within 18 months of Delivery,
whichever is later.

12.7 The Supplier agrees that, upon receipt of a notice issued by the Company of any
 13

latent or patent defect in any Product, the Product shall be redesigned, repaired or
replaced as appropriate by the Supplier at its expense, failing which the Company
may without prejudice to its other rights perform or cause to be performed such
redesign, repair or replacement at the Supplier’s risk and expense, which expense
shall be recoverable from the Supplier as debt due and payable to the Company.

12.8 Should any dispute arise as to whether defects are present in the goods, such
dispute shall be referred to an Independent Expert for determination in accordance
with clause 35. In the event of the Supplier, within 5 Business Days of the date of
receipt of notice contemplated in clause 12.8, fails to refer a dispute in accordance
with clause 35, the Supplier shall be bound to replace the Products or repair the
defects in accordance with the provisions of clauses 12.4 and 12.6.

12.9 Failure on the part of the Company to implement the provisions of this clause 12 in
respect of any Products in which latent or patent defects are present shall not
prejudice or affect the rights of the Company to invoke the said provisions in the
event of latent or patent defects being present in any subsequent Delivery of
Products.

12.10 In addition to the rights of the Company set out in this clause, the Company shall
have all other common law rights which it would otherwise have for latent or
patent defects in the Products, both with regard to the remedies available to it and
with regard to the length of time the Supplier remains liable for the latent defects.

12.11 Any action by the Company in terms of this clause 12 shall be without prejudice to
any claims for damages which the Company might have against the Supplier. The
Company’s remedies in terms of this clause are without prejudice to any other
remedy to which the Company may be entitled in Law, or elsewhere in this
Agreement.

13. Delay in Product Delivery

13.1 The Supplier acknowledges that time is of the essence in this Agreement. In the
event of the Supplier becoming aware of any possible or actual delay in the
Delivery of the Products by the Delivery Date, the Supplier shall immediately notify
the Company in writing thereof and provide details of the expected length of the
delay and the steps to be taken to reduce the delay.

13.2 If delay in Delivery is caused by any of the circumstances specified in clause 35, the
Delivery Date shall be extended by a period which is reasonable, taking into
account all the circumstances related to the delay, subject to the requirements of
clause 35.

13.3 Without limiting any other right or remedy that the Company may have, if the
Products are required to be Delivered and are not Delivered to the Delivery Point
by the Delivery Date:

13.3.1 the Supplier must pay, as pre-estimated and liquidated damages, a sum
calculated as the rate specified in the Schedule for every calendar day after
the Delivery Date to and including:
 14

13.3.1.1 the date the Product reaches the Delivery Point; and

13.3.1.2 the date this Agreement is terminated.

13.3.2 The Company shall be entitled to require the Supplier to Deliver by methods
other than those stipulated in this Agreement and any Losses to the Company
so incurred shall be for the account of the Supplier.

13.3.3 The Company shall also have the right to, at the risk and expense of the
Supplier, obtain the Product from another source and refuse late Delivery
when eventually Delivered.

13.4 Acceptance by the Company of any Products in respect of which Delivery has been
delayed beyond the Delivery Date shall not prejudice or affect the rightsf the
Company to implement the provisions of this clause 13 in the event of any
subsequent Deliveries of Products being delayed beyond the Delivery Date.

13.5 The Supplier acknowledges that the sums payable to the Company under clause
13.3 represent the Company’s genuine pre-estimate of damages likely to be
suffered by the Company if the Product (or parts thereof) are not Delivered by the
Delivery Date and those sums ought not to be construed as nor they are intended
to be, a penalty.

PART IV: SERVICES SPECIFICATIONS AND STANDARDS

14. Performance of Services

14.1 The Supplier represents, warrants and undertakes that it shall (and procure that its
Personnel shall) in performing the Services shall:

14.1.1 conform with the Scope of Services, applicable AGA Policies, Good Industry
Practice, all applicable Laws, the terms of the applicable Service Order and all
other provisions of this Agreement;

14.1.2 ensure that inferior or defective Equipment is not used in the performance of
the Services;

14.1.3 the material and Equipment necessary for the performance of the Services
shall:

14.1.3.1 be free of defects (latent and patent) in design, workmanship and

material; and

14.1.3.2 be fit for their intended purpose;

14.1.4 exercise the standards of diligence, skill and care normally exercised by
similarly qualified and competent persons in the performance of work
comparable to the Services;

14.1.5 ensure the Services are fit for any purpose notified by the Company and in
the absence of notification, for the purpose for which works of that or a
similar type are commonly acquired;
 15

14.1.6 act in accordance with all directions of the Company (including in relation to
health and safety, industrial relations (whilst on the Site) and environmental
matters;

14.1.7 act in a workmanlike, careful, safe and proper manner;

14.1.8 perform the Services in a timely manner; and

14.1.9 comply with all the requirements of this Agreement.

14.2 The Supplier is responsible for the supply and transport of the material and
Equipment required for purposes of the performance of the Services.

14.3 Without limiting the generality of any other provision of this Agreement, the
Company may, in its absolute and sole discretion, from time to time issue
instructions to the Supplier in connection with the following, which instructions
must be promptly complied with by the Supplier:

14.3.1 the method or manner of the execution, doing or performance of the Services
generally, and each part of the Services; and

14.3.2 the time or times within which the Services, or any part thereof, are to be
commenced and/or completed.

15. Defective Services

15.1 In the event of Defective Services, then without prejudice to any other rights of the
Company in terms of this Agreement, the Company shall be entitled, but not
obliged, on written notice to the Supplier to require the Supplier to re-perform
and/or to make good any such Defective Services at Supplier’s own cost and to the
Company’s satisfaction.

15.2 Should any dispute arise as to whether any Services are Defective Services, such
dispute shall be referred to an Independent Expert for determination in accordance
with clause 35. If the Supplier, within 5 Business Days of the date of receipt of
notice contemplated in clause 15.1, fails to refer a dispute in accordance with
clause 35, the Supplier shall be bound by the provisions of clause 15.1 in respect of
such Products.

PART V: PRICING TERMS AND PAYMENT, MARKET TESTING

16. Product Price and adjustments

16.1 The Product Price payable by the Company to the Supplier for the Products, shall
be as set out in the Schedule.

16.2 Adjustments to the Product Price, if any, shall be determined in accordance with
the Product Price adjustment provisions referred to in the Schedule.

16.3 For the avoidance of doubt, the Product Price is inclusive of, and the Supplier shall
not be entitled to any additional payment in respect of:
 16

16.3.1 any and all recoverable expenses incurred by the Supplier in relation to the
supply of the Product;

16.3.2 all Taxes; and

16.3.3 the costs of packaging, insurance and Delivery of the Products.

17. Service Fees and adjustments

17.1 The Service Fees payable by the Company to the Supplier in respect of the Services
shall be as set out in the Schedule.

17.2 Adjustments to the Service Fees, if any, shall be determined in accordance with the
Service Fees adjustment provisions referred to in the Schedule.

17.3 For the avoidance of doubt, the Service Fees are inclusive of, and the Supplier shall
not be entitled to any additional payment in respect of:

17.3.1 any and all expenses incurred by the Supplier in relation to the supply of the
Services;

17.3.2 all Taxes;

17.3.3 all labour, overheads, administration, installation, supervision, material,

testing and any other costs and expenses of whatsoever nature, incurred by
the Supplier pursuant to the performance of the Services; and

17.3.4 any and all costs associated with any reporting obligations under any Laws.

18. Invoicing and payment

18.1 The Supplier shall provide the Company with a monthly Invoice by no later than the
last day of each month in respect of Products and Services supplied to the
Company up to the 25th day of that month, or such other date as advised by the
Company from time to time.

18.2 Each Invoice shall be in a format approved by the Company from time to time.

18.3 The Supplier shall promptly provide any information reasonably requested by the
Company in order to substantiate an Invoice. In the event that an Invoice and any
supporting documentation are incomplete or incorrect, payment of such Invoices
will only be effected not later than the number of days for payment as specified in
the Schedule following the date of receipt of a correct Invoice and the relevant
supporting documentation (if any) by the Company.

18.4 The Company shall be entitled to dispute, and not pay, any Invoice reflecting any
Products, Services, Product Prices, Service Fees, rebate, discount or condition at
variance with a Purchase Order and/or Service Order and/or this Agreement.

18.5 Subject to clauses 18.3 and 18.4, all Invoices shall be paid by the Company to the
Supplier no later than the number of days for payment as specified in the Schedule
after receipt of the Invoice by the Company. The Company shall at all times be
entitled to the Supplier’s standard discount for prompt payment.
 17

18.6 Unless otherwise negotiated by the Parties, the Company shall make all payments
to the Supplier directly into such bank account as stipulated by the Supplier in the
Schedule or in writing from time to time.

18.7 Without prejudice to any of its other rights and remedies, the Company may from
time to time set-off against any amounts owed to the Supplier, whether under this
Agreement or otherwise, all or any of the amounts owed by the Supplier to the
Company whether under this Agreement (including pursuant to any indemnity
contained in this Agreement) or any other agreement or account.

19. Market testing

The Company shall have the right to review the competitiveness of the Supplier’s terms
and conditions for the supply of the Products and/or Services on the following terms and
conditions:

19.1 The Company Representative shall inform the Supplier Representative that the
Company intends reviewing the Supplier’s terms and conditions of supply of the
Products and/or Services against the prevailing market terms and conditions.

19.2 The Supplier shall have 10 days to provide the Company Representative with a
proposal for revised terms and conditions.

19.3 If the Supplier does not provide a proposal to the Company Representative, within
the timeframe stipulated in clause 19.2, which the Company Representative
considers (in his or her sole discretion) to be adequate then the Company shall
proceed to market testing.

19.4 During such market testing, should the Company receive a bona fide signed offer
from a third party for terms and conditions that are commercially more favourable
than the Supplier’s terms and conditions then the Company shall notify the
Supplier. The Supplier will then have 5 days to match or better such third party
offer.

19.5 Should the Supplier fail to respond within the timeframe stipulated in clause 19.4,
or should the response not be satisfactory to the Company Representative (in his or
her sole discretion), then the Company will be entitled to terminate this Agreement
by providing 30 days written notification of its intention to do so to the Supplier.

PART VI: INFORMATION, ACCESS AND INSPECTION RIGHTS AND

OBLIGATIONS

20. Information and investigations

20.1 The Supplier acknowledges and agrees that as at the Signature Date:

20.1.1 it has satisfied itself as to the suitability and correctness of any information
provided by or on behalf of the Company in relation to the performance of
this Agreement;

20.1.2 it has carefully examined all documents provided by or on behalf of the

Company in relation to the performance of this Agreement and has satisfied
 18

itself that such documents are correct and accurate in all respects;

20.1.3 the Company is not responsible for any inferences and conclusions drawn by
the Supplier from information provided by or on behalf of the Company in
relation to the performance of this Agreement;

20.1.4 it has performed all investigations and inspections necessary for the
performance of this Agreement;

20.1.5 the Company does not warrant the correctness, accuracy or otherwise of
such information provided by or on behalf of the Company in relation to the
performance of this Agreement;

20.1.6 the Company does not accept any responsibility for the use of information
provided by or on behalf of the Company in relation to the performance of
this Agreement by the Supplier nor for any losses arising therefrom, including
any inferences and conclusions drawn by the Supplier from such information;
and

20.1.7 it has taken all steps necessary to fully inform itself of all matters and
conditions that may affect its performance of this Agreement, and any failure
on the part of the Supplier to do so does not relieve the Supplier from its
obligations under this Agreement nor does it entitle the Supplier to any
adjustment of the Product Price or the Service Fees.

20.2 The Supplier acknowledges that following the Signature Date it may be provided
with further information by or on behalf of the Company in relation to the
performance of this Agreement, in which cases it agrees that the provisions of this
clause 20 shall apply to such further information provided by the Company.

21. Company’s inspection and test rights

21.1 The Company shall be entitled to inspect the Products and/or Services being
supplied at any time to determine whether the Products and/or Services are being
supplied in accordance with this Agreement. Such right may be exercised at any
reasonable time on any Business Day, on reasonable notice and includes, without
limitation, the right to inspect:

21.1.1 certificates of raw materials and test certificates for materials and equipment
used in the manufacture of any Product;

21.1.2 the Supplier’s stock; and

21.1.3 the Supplier’s manufacturing and progress reports.

21.2 Further, the Company shall at any time be entitled to conduct such tests of the
Products and/or Services as it deems reasonably necessary. The costs of tests
carried out by the Company will be borne by the Company.

21.3 In the event that the Supplier is obliged to carry out tests in respect of the Products
and/or Services, the tests must be conducted on the dates and times as agreed
between the Company Representative and the Supplier Representative. In the
 19

event that the Company and the Supplier Representatives cannot agree on the
dates and time of testing, then the final determination shall be made by the
Company. The Company Representative is entitled to be present at the testing.
Notwithstanding the aforementioned, the testing will proceed regardless of
whether the Company Representative is present. The Supplier Representative shall
provide the Company with a copy of the results of the test immediately upon
completion of a particular test.

21.4 If the results of an inspection and/or test reveal that the Products and/or Services,
as applicable, are not supplied in accordance with this Agreement, the Company
shall notify the Supplier Representative of such defect and/or failure and, without
limiting any other right or remedy the Company may have under this Agreement,
direct the Supplier to take such measures as may be required to remedy the defect
and/or failure to ensure that the Products and/or Services are in accordance with
this Agreement at the Supplier’s cost and expense.

22. Access to Site

22.1 Conditions of access

22.1.1 The provisions of this clause 22 apply if and to the extent only that the
Supplier or its Personnel are on the Site, including for the purposes of
Delivering the Products and/or in connection with supplying the Services. The
Supplier, and its Personnel, may not access the Site until the Supplier receives
the approval of the Company.

22.1.2 The Supplier hereby acknowledges that it and its Personnel:

22.1.2.1 shall at all times enter the Site at their own risk;

22.1.2.2 are not entitled to possession of the Site;

22.1.2.3 may only access the areas allocated by the Company as necessary, in
the opinion of the Company, for performance of the Services and/or the
Delivery of the Products;

22.1.2.4 must comply with all applicable Site rules and procedures including any
relating to induction or Site orientation;

22.1.2.5 must co-operate with the Company, its Personnel, and the Company’s
other contractors, workmen and agents and give them any information
or data reasonably necessary or expedient to ensure proper
performance of their respective work;

22.1.2.6 must obtain prior approval from the Company, in a timeframe

consistent with this Agreement, for any action likely to interfere with
the Company’s operations or the work of any other contractors,
workmen or agents; and

22.1.2.7 if required by the Company to do so, must wear or carry badges or

passes issued by the Company for the purpose of identification at all
 20

times whilst on or entering the Site or the Company’s mining or

exploration tenements.

22.2 Removal from Site

The Company may, in its absolute discretion, require the removal from the Site of
any person for whom the Supplier is responsible (including all Personnel) who, in
the opinion of the Company, are incompetent or conduct themselves in a
reprehensible or irresponsible fashion or are otherwise rendered to be unsuitable
to continue to be employed by the Supplier for purposes of carrying out the
Services or in connection with this Agreement. The Company may require the
replacement, within such time as the Company directs, of any such person
removed from Site, and such replacement person must have the requisite skills and
technical expertise for purposes of carrying out the Supplier’s obligations in terms
of this Agreement.

23. Fossicking and collection of minerals prohibited

23.1 Collection of mineral specimens, whether or not of economic significance, at the

Site is strictly forbidden, and all such specimens remain the property of the
Company.

23.2 Any action by any person, including Personnel and persons associated with the
Supplier, on the Site which can be construed as fossicking, prospecting, sampling
for minerals and samples containing gold or any other metal or mineral within the
Site will entitle the Company to require the removal of that person from the Site in
accordance with clause 22.2.

PART VII: COMPLIANCE REQUIREMENTS

24. Health, safety and environment

24.1 The Supplier shall at all times take all reasonable steps to protect the environment
and maintain the health and safety of the Supplier’s Personnel and all Persons on
Site.

24.2 Without in any way limiting the generality of the foregoing, to the extent the
Supplier or any of its Personnel are required to be on Site or to be near the vicinity
of a Site for the purposes of supplying the Products and/or Services under this
Agreement the Supplier shall, and shall ensure that its Personnel, comply with and
implement as the case may be:

24.2.1 the Company’s health, safety and environmental policies and standards
applicable to the Site from time to time, including the health, safety and
environmental policies and standards contained in the AGA Policies and the
requirements of Good Industry Practice;

24.2.2 any health, safety and environmental precautions and regulations which the
Company Representative may consider necessary for the proper protection of
the Supplier’s Personnel and all persons on the Site;
 21

24.2.3 any health and safety management plans or environmental management

plans submitted by the Supplier to the Company in terms of this Agreement
or otherwise;

24.2.4 all relevant health, safety and environmental Laws in force form time to time;
and

24.2.5 the health, safety and environmental conditions contained in this clause 24.

24.3 The Supplier shall:

24.3.1 at its cost provide the Supplier’s Personnel and all persons allowed by the
Supplier to be present on the Site with protective equipment in full
compliance with the safety policies and standards of the Site in force from
time to time; and

24.3.2 at its cost provide and install all safety equipment reasonably required in
relation to the supply of the Products and/or Services and/or specified by the
Company from time to time, and shall keep and maintain all such safety
equipment in good and working order.

24.4 The Supplier shall ensure there are processes in place that implement and reinforce
line accountability for safety and health outcomes.

24.5 The Supplier shall maintain appropriate records in accordance with the safety and
environmental system in force on the Site from time to time in respect of all
matters concerning safety, environmental, health and welfare of the Supplier’s
Personnel, and damage to or loss of any property on the Site.

24.6 Without limiting the generality of this clause 24 the Company shall be entitled in its
sole discretion to take such steps, related to this Agreement and more specifically
the work of the Supplier, at the cost of the Supplier as shall be necessary for the
maintenance of the health and safety of any of the Supplier’s Personnel on the Site.

24.7 Without derogating from any other rights in terms of this Agreement or at Law, in
the event of any breach of this clause 24, the Company may:

24.7.1 require the Supplier, the Supplier’s Personnel and/or any other person
associated with the Supplier to leave the Site immediately; and

24.7.2 require the Supplier and/or any of its Personnel to remove any material or
substance from the Site at the Supplier’s cost,

and the Supplier must, at its own cost, ensure such request is immediately
complied with and take all possible action to ensure the protection and safety of all
works, Personnel and the environment.

25. Compliance with Laws

25.1 The Supplier shall, and shall ensure that its Personnel shall, at all times and in all
respects comply with all applicable Laws and shall not do anything or allow
 22

anything to be done which does or is likely to cause a contravention of any

provision of any applicable Laws.

25.2 The Supplier shall be responsible for obtaining and maintaining all applicable
quality accreditation, certification, notices, licences, authorisations and permits
required by any Authority in connection with the supply of the Products and/or
Services, and shall also have the financial responsibility for, and shall pay, all fees
and taxes associated with such accreditation, certification, notices, licences,
authorisations and permits.

26. Business ethics

26.1 The Supplier undertakes that it will perform in a manner consistent with and
ensure that its Personnel perform in a manner consistent with the AGA Policies,
including the AngloGold Ashanti Limited Code of Business Principles and Ethics (the
"Code of Ethics"), the AngloGold Ashanti Supplier Code of Conduct (the "Supplier
Code"), and any other policies that the Company may specify from time to time.

26.2 The Supplier has and undertakes to at all times familiarise itself with the contents
of the AGA Policies described in clause 26. Copies of the Code of Ethics and the
Supplier Code may be viewed at www.anglogoldashanti.com and may be amended
or replaced from time to time at the sole discretion of the Company.

26.3 The Supplier acknowledges and hereby confirms that, as at the Signature Date, it
does not have any interest which actually constitutes or may potentially constitute
a conflict of interest relating to its obligations under this Agreement, including the
supply of the Products and/or Services, except as has been disclosed to and
acknowledged by the Company in writing prior to the Signature Date.

26.4 The Supplier agrees to regularly undertake conflicts of interest checks for the
Agreement Term and undertakes to inform the Company immediately of any actual
or potential conflicts of interest with regards to its obligations under this
Agreement.

26.5 The Supplier agrees to work with the Company and do whatever is necessary and
reasonable to effectively manage such conflicts of interest to the satisfaction of the
Company. In any such cases, if the Company is not satisfied, in its sole discretion,
with the management of any such conflicts of interest, it shall have the right to
take such action as it deems necessary to address the conflict of interest or protect
its interest, including the immediate termination of this Agreement by written
notice.

26.6 The Supplier undertakes that it and its Personnel are familiar with, understand and
will abide by all applicable anti-bribery and anti-corruption Laws, including the US
Foreign Corrupt Practices Act, and shall not and will ensure that its Personnel will
not pay any fees, commission, or grant favours, rebates, benefits, advantages;
including gifts entertainments, hospitality of more than nominal value to any third
party (including government officials), Personnel or agents of the Company
 23

contrary to the Laws mentioned above, as well as the Company’s policy on gifts,
hospitality and sponsorship, and anti-corruption policies, including the Code of
Ethics and the Supplier Code.

26.7 The Supplier agrees to notify the Company of any fraudulent or corrupt activity
that may come to its notice or the notice of its Personnel in relation to this
Agreement herein. The Supplier agrees to cooperate with the Company on the
investigation of every fraudulent activity in relation to this Agreement and to
implement corrective measures as the Company may direct to address any
fraudulent or corrupt activity in terms of applicable Laws and AGA Policies.

26.8 The Company shall have the right to audit and review records and documents,
upon giving the Supplier at least 7 days’ prior notice; and to interview such persons
as it may deem necessary to confirm compliance by the Supplier with the above
provisions.

26.9 The Supplier agrees that, if requested by the Company, that it will at its own cost
ensure that its Personnel undertake training (including online and refresher
courses) provided by the Company related to any Laws or AGA Policies.

26.10 The Supplier acknowledges that it, and any of its Personnel, may be required by the
Company to sign an affirmation confirming, inter alia, its compliance with the
provisions of this clause 26.

PART VIII: GENERAL WARRANTIES AND INDEMNITIES

27. Supplier warranties

27.1 In addition to the warranties contained elsewhere in this Agreement, the Supplier
warrants to the Company that:

27.1.1 it is duly constituted, organised and validly existing under the Laws of
____________________________;

27.1.2 it has the full capacity, legal standing and authority to enter into and manage,
generate invoices in respect of the Products to be supplied and the Services
to be rendered in accordance with the terms of this Agreement;

27.1.3 it has the necessary capacity, capability, resources, experience and expertise
to comply with its obligations under any applicable Laws and this Agreement;

27.1.4 this Agreement constitutes legal, valid and binding obligations, enforceable in
accordance with its terms;

27.1.5 all authorisations required in connection with the entering into, performance,
validity and enforceability of this Agreement have been obtained and will
remain in full force and effect for the duration of this Agreement;

27.1.6 it will not be able to claim immunity from suit, execution, attachments or
other legal process in any proceedings taken in any jurisdiction in relation to
this Agreement;
 24

27.1.7 the entering into and performance by the Supplier of this Agreement will not
conflict with any law or regulation or conflict with its constitutional
documents;

27.1.8 it is not aware of any insolvency, liquidation or business rescue proceedings

which have been instituted against it;

27.1.9 the supply of the Products to the Company does not and will not infringe the
rights of any third party or cause a third party to suffer losses;

27.1.10 the performance of the Services does not and will not infringe the rights of
any third party or cause a third party to suffer losses;

27.1.11 all authorisations required to have been obtained by or under any Law in
order to enable the Supplier lawfully to enter into and perform the
obligations assumed by it in this Agreement have been obtained and will be
maintained by the Supplier for the Agreement Term;

27.1.12 it shall use the Intellectual Property supplied to it by the Company, if any,
strictly in accordance with the provisions of this Agreement, the directions
and know-how supplied in terms of this Agreement or as provided or
stipulated by the Company in writing from time to time; and

27.1.13 it complies and will continue to comply with:

27.1.13.1 the Amendment of the Broad-Based Socio-Economic Empowerment

Charter for the South African Mining and Minerals Industry issued
under section 100(2)(b) Minerals and Petroleum Resources
Development Act, 28 of 2002 ("Mining Charter");

27.1.13.2 the Broad-Based Black Economic Empowerment Act, 2003 ("BBBEE

Act"); and

27.1.13.3 the Broad-Based Black Economic Empowerment Codes of Good

Practice, issued by the Department of Trade Industry ("DTI Code").

27.2 Each of the warranties set out above:

27.2.1 are without prejudice to any other warranty;

27.2.2 shall not be limited by any other clause of this Agreement;

27.2.3 shall be deemed to be material and to be a material representation inducing

the Company to enter into this Agreement; and

27.2.4 shall be given as at the Signature Date and constitutes a continuing

representation and warranty for the Agreement Term and shall survive the
termination of this Agreement for any reason whatsoever.

27.3 The fact that the Supplier has given the express warranties listed above shall not in
any way be construed as relieving the Supplier from any liability which it may have
at common law arising out of a failure to disclose any fact to the Company affecting
this Agreement or the Products and/or supplied thereunder.
 25

28. Indemnity

28.1 The Supplier hereby indemnifies and holds the Company, its Affiliates and the
Personnel of the Company and its Affiliates ("Indemnified Parties" or "Indemnified
Party" as applicable) harmless against any and all Losses of whatsoever nature
(including indirect or consequential loss, as permitted under applicable Laws) and
howsoever arising out of:

28.1.1 the performance, non-performance or breach of any representation,

warranty, undertaking or obligation under or provision of this Agreement by
the Supplier;

28.1.2 the negligence or wilful misconduct of the Supplier or its Personnel;

28.1.3 any act or omission by the Supplier or its Personnel arising out of the
performance or non-performance of this Agreement;

28.1.4 the operation of the Supplier’s facilities;

28.1.5 any infringement or alleged infringement of any Intellectual Property of any

third party as a result of the supply of Products and/or carrying of the
Services by the Supplier;

28.1.6 any defects in the Products or the provision of the Services; and /or

28.1.7 any breach of the obligation to maintain the Required Insurance on the terms
and conditions of clause 36.

28.2 It is not necessary for an Indemnified Party to incur an expense or make a payment
before enforcing a right of indemnity conferred by this Agreement.

28.3 The provisions of this clause 28 constitute a stipulation in favour of each of the
Indemnified Parties capable of acceptance by any of them at any time, either
expressly, tacitly or by conduct.

PART IX: SUSPENSION, CANCELLATION AND TERMINATION RIGHTS

29. Suspension of Services

29.1 The Company Representative may by notice require the Supplier to suspend the
whole or any portion of the Services, for any reason. If it is possible to estimate the
length of the suspension, the notice of suspension must provide an estimate.

29.2 Upon receipt of a notice of suspension, the Supplier must:

29.2.1 suspend the Services as directed by the Company Representative;

29.2.2 at its cost, immediately remove all its Personnel, Equipment and other
substances brought onto the Site by it or its Personnel, unless directed
otherwise by the Company Representative;

29.2.3 take all reasonable steps to reduce any expense or cost consequent upon the
suspension;
 26

29.2.4 if requested by the Company Representative to do so, re-direct the labour

force to work on a portion of the Services unaffected by the reason for the
suspension; and

29.2.5 promptly comply with any direction from the Company Representative to
recommence work.

29.3 The Company:

29.3.1 must pay to the Supplier all reasonable and direct expenses and costs arising
from a suspension of the Services under clause 29.1 of a minimum continuous
duration in excess of 12 hours unless the suspension is due directly or
indirectly to:

29.3.1.1 any instruction given by an Authority;

29.3.1.2 a failure by the Supplier or its Personnel to comply with any Laws or
AGA Policies in relation to health, safety or protection of the
environment; or

29.3.1.3 some other fault on the part of the Supplier or its Personnel including
breach of this Agreement; and

29.3.2 may, when the reason for any suspension no longer exists, direct the Supplier
in writing to recommence work on the Services or on the relevant part of the
Services; and

29.3.3 for the avoidance of doubt, has no obligation to pay any compensation to the
Supplier for a suspension of the Services under clause 29.1 of a continuous
duration of less than 12 hours.

29.4 Suspension of the Services in accordance with this clause 29 does not frustrate or
terminate this Agreement.

30. Cancellation of Purchase Orders and/or Service Orders

30.1 Cancellation of Purchase Orders and/or Service Orders

If the Supplier breaches any of the terms of this Agreement the Company may at its
election and without prejudice to any of its other rights or remedies, cancel any
Products not Delivered or Services not yet supplied which are the subject of a
Purchase Order or Service Order and the Supplier is not entitled to any
compensation in respect of that cancellation.

30.2 Consequences of cancellation where Supplier is not in breach

30.2.1 Notwithstanding the Supplier not being in breach of this Agreement, the
Company may, at its election, cancel any Products not Delivered or
Services not yet supplied provided that:

30.2.1.1 if the Products are any of the Supplier’s standard stock, the Company
must pay for Products shipped prior to the cancellation and accepted by
the Company (unless such Products are supplied to the Company by the
 27

Supplier on a consignment basis, in which case the Company must pay

for any Products put into use by the Company prior to cancellation);
and

30.2.1.2 if Products are manufactured or fabricated in accordance with the

Product Specifications:

30.2.1.2.1 upon receipt of notice of cancellation, the Supplier must cease

manufacture in accordance with and to the extent specified in the
notice and immediately do all things possible to mitigate any costs
incurred; and

30.2.1.2.2 the Company must pay to the Supplier any expenditure

reasonably incurred by the Supplier prior to the date of the
cancellation which is directly attributable to the placing of the
Purchase Order and which has not been otherwise recouped by
the Supplier.

31. Title to material: incomplete Products

Title and ownership to material or incomplete Products shall pass to the Company upon
the earlier of Delivery or payment (including payment of an amount by the Company
under clause 30.2.1.2.2 above).

32. Termination for convenience

32.1 The Company may elect to terminate this Agreement for its convenience by
providing the Supplier with 30 days’ prior written notice stating the Company’s
election to terminate for its convenience and the effective date of such
termination.

32.2 In the event that this Agreement is terminated pursuant to clause 32.1, then
subject to the Company’s rights under this Agreement to deduct and withhold
amounts due to the Supplier, the Company shall pay to the Supplier, as the
Supplier’s sole remedy in relation to such termination:

32.2.1 all amounts due and unpaid for the Products Delivered to the Company as at
the date of termination in terms of this clause 29 and/or the Service Fees due
and unpaid for Services performed as at the date of termination in terms of
this clause 29; or

32.2.2 in the event that the date of termination occurs prior to the Delivery Date
and the Products which have been ordered have not yet been Delivered, an
amount equal to the Product Price for such Products not Delivered, as and
when such Products are Delivered to the Company in accordance with
clause 9.

32.2.3 For the avoidance of doubt, no early termination fee of any kind shall be
payable by the Company to the Supplier for the early termination of this
 28

Agreement for any reason whatsoever.

33. Termination for default

33.1 Supplier default

33.1.1 If the Supplier:

33.1.1.1 breaches any provision of this Agreement and fails to remedy the
breach within 14 days of written notice to do so, or such longer time
period as agreed to by the Company in writing;

33.1.1.2 takes steps to place itself, or is placed, in liquidation, whether voluntary

or compulsory, or in judicial management in either case whether
provisionally or finally or in business rescue;

33.1.1.3 takes steps to deregister itself or is deregistered;

33.1.1.4 commits an act of insolvency as defined in the applicable Laws

pertaining to insolvency as at the date of this Agreement, or, being a
corporate body, commits an act which would be such an act of
insolvency if committed by a natural person;

33.1.1.5 undergoes a change of Control without the prior written consent of the
Company;

33.1.1.6 is unable to meet its day-to-day liabilities and/or its liabilities exceed its
assets;

33.1.1.7 falsifies any documents or records or commits any act of fraud or

dishonesty in respect of its dealings with the Company or matters
arising from the terms of this Agreement;

33.1.1.8 cedes, delegates, assigns or transfers (or purports to do so) its rights,
benefits or obligations under this Agreement without the prior written
consent of the Company; and/or

33.1.1.9 sells the whole or any material part of its business, assets and/or its
facilities to any third party without the prior written consent of the
Company,

then the Supplier shall be in default.

33.1.2 If the Supplier is in default, the Company will be entitled, in addition to all
other remedies in terms of this Agreement or at Law:

33.1.2.1 to demand specific performance of this Agreement and to take such

action as may be necessary in order to implement and fulfil its rights
herein and to recover any damage which it may suffer as a result of the
Supplier’s default; or

33.1.2.2 to terminate forthwith this Agreement and claim such damages as the
Company may have suffered as a result of the Supplier’s default.
 29

33.1.3 Further, if the Supplier is in default the Company is entitled (but not obliged)
to request copies of all sub-contracts and other agreements between the
Supplier and its Personnel which relate to the Products and/or Services. The
Company is also entitled to direct the Supplier to:

33.1.3.1 procure the assignment to the Company, or to another person or entity

designated by the Company, of the Supplier’s rights and obligations
under such of those sub-contracts and agreements as the Company may
direct; and/or

33.1.3.2 take such other action relating to such sub-contracts and agreements as
the Company may reasonably specify.

33.2 Company default

33.2.1 If the Company fails to make a payment of any amount due to the Supplier
under this Agreement in accordance with clause 18 that is not the subject of a
dispute between the Parties or the exercise of the Company’s rights under
clause 18 ("Company Default"), the Supplier may serve a written notice on
the Company requiring the Company to remedy the Company Default within
a specified period of not less than 30 days ("Company Default Notice").

33.2.2 If the Company fails to remedy the Company Default within the time
specified therefor in the Company Default Notice, the Supplier may either:

33.2.2.1 cease performance of all or any part of its obligations under this
Agreement until such time as the Company Default is remedied; or

33.2.2.2 terminate this Agreement by 14 days’ written notice to the Company.

33.2.3 Following termination of this Agreement by the Supplier pursuant to

clause 33.2.2.2, the Supplier is only entitled to recover from the Company all
amounts due and unpaid in relation to Products Delivered and/or Services
supplied as at the date of termination.

33.2.4 In respect of any breach by the Company other than a breach referred to in
clause 33.2.1, the Supplier may only terminate this Agreement by written
notice to the Company if the breach is material and the Company fails to
remedy such breach within 14 days of written notice calling on the Company
to do so, or such longer time period as agreed to by the Supplier.

34. Consequences of termination

34.1 Upon termination or expiry of this Agreement in whole or in part for any reason
whatsoever:

34.1.1 unless otherwise specified by the Company in writing, the Supplier shall fulfil
any valid Purchase Order and Service Order in accordance with the provisions
of this Agreement;

34.1.2 the Supplier shall immediately take all possible action to mitigate any Losses
that may arise from termination of this Agreement;
 30

34.1.3 subject to clauses 18.3 and 18.4 of this Agreement the Company shall settle
any outstanding Invoices rendered by the Supplier;

34.1.4 each Party shall immediately cease any and all use of any Confidential
Information supplied to it by the other Party for any purpose whatsoever, and
shall return to the other Party all Confidential Information of that Party in its
possession or under its control, except that the Company may retain any
Confidential Information it deems necessary in order to effect or make use of
the Products and/or Services supplied;

34.1.5 the Supplier shall immediately discontinue all use of the Company’s
Intellectual Property and return to the Company all materials, data and
documentation in its possession and/or under its control relating, amongst
other things, to the Company’s Intellectual Property; and

34.1.6 the Supplier shall render to the Company a final report, which shall include all
information which the Company may reasonably require for the purposes of
establishing the specific nature, extent and quality of the Products and
Services which were rendered by the Supplier pursuant to this Agreement.

34.2 Following termination, the Supplier agrees that it shall not at any time in the future
use the Company’s Intellectual Property or assist any third party to use the
Company’s Intellectual Property .

PART X: GENERAL PROVISIONS

35. Independent Expert

35.1 In the event that the Parties are unable to resolve any differences that they may
have with respect to the matters specified in clauses 12.5, 12.8 or 15.2, they shall
refer all such matters that remain in dispute (the “Unresolved Matters”) to a
suitably qualified expert jointly selected by them (the “Independent Expert”). If
they are unable to agree upon the Independent Expert, such Person shall be
selected by [•].

35.2 The Parties shall act in good faith to agree upon, as soon as reasonably practicable,
the terms on which the Independent Expert shall act (and for these purposes acting
in good faith shall include agreeing to any commercially reasonable terms proposed
by the Independent Expert (including without limitation its fees, costs and any
limitations on its liability)). Following agreement by the Parties on the relevant
terms they shall sign terms of engagement which reflect such terms as agreed by
the Independent Expert (the “Terms of Engagement”). If the Parties fail to agree on
terms of engagement for the Independent Expert within 5 Business Days after
determination of the identity of the Independent Expert or either Party fails to sign
the Terms of Engagement, the Parties agree that each of them will execute the
standard form of the Independent Expert’s terms of engagement as proposed by
the Independent Expert for its appointment.

35.3 The Independent Expert shall determine the Unresolved Matters, acting as an
expert and not as an arbitrator, on a basis consistent with the requirements of this
 31

Agreement and, where applicable, by conducting the relevant tests and analyses.
The Parties shall instruct the Independent Expert to use best endeavors to render
its final written determination within 30 days after such firm’s engagement. Save
in the case of fraud or manifest error, the Independent Expert’s final written
determination shall be final, conclusive and binding upon the Parties.

35.4 The costs of the Independent Expert including its tests and/or analyses shall initially
be borne by the Supplier, however, in the event of the tests and/or analyses
proving that defects are not present in the Products or Services, the Company shall
refund to the Supplier all reasonable and documented costs incurred by the
Supplier in respect of the Independent Expert and any such tests and/or analyses.

36. Insurance

36.1 For the Agreement Term, the Supplier shall maintain in force (and ensure that its
sub-contractors maintain in force) any insurance required by Law and the following
insurance set out below:

36.1.1 general liability and third party insurance in respect of any injury to, or death
of, any Person (except Persons otherwise insured as Personnel) or any losses,
damage or destruction to property not belonging to nor in the care, custody
or control of the Supplier, caused by the Supplier or its Personnel that arises
out of or in connection with the performance of the Services under this
Agreement, such insurance shall have a limit of indemnity not less than the
amount specified in the Schedule in respect of each and every claim arising
from one original cause;

36.1.2 professional indemnity insurance in respect of any negligent act or omission

by the Supplier or its Personnel in the performance of the Services, and
including in cases where the Supplier assumes a design or other professional
responsibility, which shall include cover for claims arising from defective
negligent or incorrect designs carried out by or on behalf of the Supplier in
carrying out its obligations in terms of this Agreement;

36.1.3 product liability insurance, in respect of the Products supplied by the

Supplier, covering legal liability for claims arising from, among other things,
defective or negligent or incorrect design or manufacture of the Products
supplied by the Supplier to the Company;

36.1.4 comprehensive automobile and truck liability insurance covering all

automotive equipment used by Supplier in connection with the performance
of Services, with a combined single limit of not less than the amount specified
in the Schedule for each occurrence involving personal injury and/or property
damage;

36.1.5 public liability insurance to provide indemnity against legal liability of the
Supplier for the death or illness of, or bodily injury to, any Person and/or the
loss of, or damage to, property arising from or in connection with the
Supplier’s performance pursuant to this Agreement; and
 32

36.1.6 any additional insurance as may be provided for in the Schedule.

(herein after referred to as the "Required Insurance")

36.2 The Supplier shall continue maintaining the Required Insurance in force, for a
period of 1 year after the Termination Date.

36.3 Whenever requested in writing by the Company, the Supplier shall furnish the
Company with certificates and/or adequate proof of the Required Insurance. The
Supplier’s obligation to maintain the Required Insurance cover must not be
interpreted as limiting any claim which the Company may have against the Supplier
in any way.

36.4 The Supplier shall immediately give notice to the Company should any of the
Required Insurance or risk covered by the Required Insurance cease to be
maintained or insured by it. The Supplier shall also give the Company 30 days’
written notice of any cancellation, non-renewal or material modification of any
Required Insurance.

36.5 If the Supplier fails upon request to produce, in accordance with clause 36.3 to the
satisfaction of the Company, evidence that there is in force any of the Required
Insurance, the Company may, in its absolute discretion, elect to effect and keep in
force any such insurance and the Supplier shall pay to the Company all sums
expended by the Company for such purpose. Should the Company elect not or if it
is not able to effect and keep in force the Required Insurance, then the Supplier’s
failure to produce in accordance with clause 36.3 to the Company’s satisfaction
evidence that there is in force any of the Required Insurance shall constitute a
breach of this Agreement.

37. Intellectual Property

37.1 The Supplier represents, warrants and undertakes that no third party will have a
valid claim against the Company or any of its Affiliates for infringement and/or
unauthorised use of any Intellectual Property arising from the sale and/or use of
the Product, and/or the provision of the Services.

37.2 Without derogating from the Company’s other rights in terms of this Agreement or
in Law, should any such claim succeed, then the Supplier shall at its cost either
acquire the right for the Company or its Affiliate to continue using the Intellectual
Property concerned or modify or substitute the item concerned in a manner
approved by the Company so that it no longer infringes such right, or refund the
Company all payments and costs incurred by the Company or its Affiliate in respect
of the infringing item.

38. Liens

38.1 The Supplier waives any lien or right of retention it may have and warrants that
none of its Personnel or other third party shall have any Encumbrance whatsoever
against any of the Products.

38.2 The Company may refuse to make payment of each relevant Invoice until the
 33

Supplier confirms in writing that all claims and demands against the Supplier
(including claims by its Personnel or other third party) that may constitute or
become a claim or lien against any the Products and/or any of the material or
Equipment used in the performance of the Services have been paid or satisfied.

39. Security

39.1 Security

The Supplier will within 5 days of the Signature Date provide the Company with the
Security.

39.2 Conversion of the Security

The Company may:

39.2.1 call on a Security where the Company has become entitled to exercise a right
under this Agreement in relation to the Security;

39.2.2 call on a Security where the Supplier has breached this Agreement and the
breach has not been remedied within 14 days after notice of it has been given
to the Supplier by the Company, or such longer time period as agreed to by
the Company in writing; or

39.2.3 at any time, convert a Security (other than cash) into cash provided that the
Company may only have access to the cash funds when it is entitled to
exercise a right under this Agreement in relation to the Security.

39.3 Company’s security obligations on completion

Within 28 days of the date of the expiry of the Supplier’s warranty obligations
under this Agreement and/or Purchase Order and/or Service Order, the Company
must return:

39.3.1 the Security provided under clause 39.1 of this Agreement, unless it has been
called on; and

39.3.2 any funds obtained by the Company by calling on any Security to the extent
that the Company has not had, nor is it entitled to have, recourse to those
funds.

40. Force Majeure

40.1 For the purposes of this Agreement, the expression "Force Majeure Event" means
in respect of a Party, any event or circumstance or combination of events or
circumstances occurring after the Commencement Date, the occurrence of which is
beyond the reasonable control (direct or indirect) of, and could have not been
avoided by steps which might reasonably be expected to have been taken by, such
Party acting as a reasonable and prudent Party, provided that an economic
downturn or hardship suffered by a Party will not be deemed hereunder to be a
Force Majeure Event.

40.2 A Force Majeure Event will include but not necessarily be limited to any of the
 34

following matters:

40.2.1 war, invasion, acts of government, acts of a foreign enemy, acts of terrorism,
hostilities or warlike operations (whether that be declared or not), civil war,
mutiny, rebellion, revolution, insurrection, military or usurped power,
blockade, confiscation or destruction or requisition by order of any Authority,
including prevention or denial of trade, sanctions or closure of borders;

40.2.2 earthquake, flood, fire, drought or other physical disaster; or

40.2.3 strike or lockout or other industrial action by employees.

40.3 If either Party to this Agreement is prevented from or delayed in performing any of
its obligations under this Agreement by a Force Majeure Event , then it will notify
the other Party in writing of the nature and expected duration of such Force
Majeure Event and of the obligation, the performance of which is delayed or
prevented and both Parties will thereupon be excused from the performance or
punctual performance, as the case may be, of their respective obligations from the
date of such notification, for so long as the circumstances or prevention or delay
may continue, except as otherwise provided herein.

40.4 A Party claiming Force Majeure must use its best endeavours to remove or
overcome the effects of that Force Majeure as quickly as possible.

40.5 If by virtue of the aforegoing, the Parties are excused from the performance or
punctual performance of any obligation for a continuous period of 90 days and
provided that such performance is still excused, then either Party may at any time
thereafter, by written notice to the other Party, terminate this Agreement
forthwith. Notwithstanding any other terms of this Agreement, in the event of a
termination pursuant to this clause, the Parties will each absorb its own costs and
losses occasioned by termination and neither of them shall have the right to claim
damages or any other amount from the other of them, provided, however, to the
extent either Party has an obligation arising from any activity prior to the Force
Majeure Event which can be performed despite a declaration of such Force
Majeure Event, such Party shall be required to perform said obligations.

41. Confidentiality

41.1 The Supplier will keep confidential and will not disclose to any third party any
Confidential Information, without the prior written consent of the Company. The
Supplier agrees to keep all Confidential Information confidential and to disclose it
only to its officers, directors, employees, consultants and professional advisors
who:

41.1.1 have a need to know (and then only to the extent that each such Person has a
need to know);

41.1.2 are aware that the Confidential Information should be kept confidential;

41.1.3 are aware of the Supplier’s undertaking in relation to the Confidential

Information in terms of this Agreement; and
 35

41.1.4 have been directed by the Supplier to keep the Confidential Information
confidential and have undertaken to keep the Confidential Information
confidential.

41.2 The obligations of the Supplier in relation to the maintenance and non-disclosure
of Confidential Information in terms of this Agreement do not extend to
Confidential Information that:

41.2.1 is disclosed to the Supplier in terms of this Agreement but at the time of such
disclosure such Confidential Information is known by the Company to be in
the lawful possession or control of the Supplier and not subject to an
obligation of confidentiality;

41.2.2 is or becomes public knowledge, otherwise than pursuant to a breach of this

Agreement by the Supplier; or

41.2.3 is required by the provisions of any Laws or during any court or other legal
proceedings, or by the rules or regulations of any recognised stock exchange
to be disclosed and the Party required to make the disclosure has taken all
reasonable steps to oppose or prevent the disclosure of and to limit, as far as
reasonably possible, the extent of such disclosure and has consulted with the
other Party prior to making such disclosure.

41.3 The Supplier undertakes to co-operate with the Company in relation to any
announcements concerning this Agreement, and in particular undertake not to
make any announcements, statements or disclosures or issue any documentation
relating to this Agreement without the prior written approval of the Company.

42. Dispute resolution

42.1 Separate, divisible agreement

This clause 42 is a separate, divisible agreement from the rest of this Agreement
and shall:

42.1.1 not be or become void, voidable or unenforceable by reason only of any

alleged misrepresentation, mistake, duress, undue influence, impossibility
(initial or supervening), illegality, immorality, absence of consensus, lack of
authority or other cause relating in substance to the rest of this Agreement
and not to this clause 42. The Parties intend that any such issue shall at all
times be and remain subject to arbitration in terms of this clause 42; and

42.1.2 remain in effect even if this Agreement terminates or is terminated.

42.2 Dispute

In the event of any other dispute arising out of or in connection with this
Agreement or the subject matter of this Agreement, including without limitation,
any dispute concerning:

42.2.1 the existence of this Agreement apart from this clause 42;
 36

42.2.2 the interpretation and effect of this Agreement;

42.2.3 the Parties’ respective rights or obligations under this Agreement;

42.2.4 the rectification of this Agreement;

42.2.5 the breach, termination or cancellation of this Agreement or any matter

arising out of the breach, termination or cancellation; and

42.2.6 damages arising in delict, compensation for unjust enrichment or any other
claim, whether or not the rest of this Agreement apart from this clause 42 is
valid and enforceable,

a Party may give the other Party written notice of the dispute, setting out the
nature and full particulars of the dispute and requiring its resolution under this
clause 42 ("Dispute Notice").

42.3 Meeting of Representatives

42.3.1 On service of the Dispute Notice the Representatives shall meet at least once
and attempt in good faith to resolve the Dispute.

42.3.2 If the Representatives are for any reason unable to resolve the dispute within
10 days of service of the Dispute Notice, the Dispute shall be referred to the
nominated senior management of the Parties (or their respective nominees)
who shall attempt in good faith to resolve the Dispute.

42.4 Nominated senior management

If the nominated senior management of the Parties (or their respective nominees)
are for any reason unable to resolve the Dispute within 20 days of it being referred
to them, then the dispute shall be submitted to and decided by arbitration as set
out in this clause 42.

42.5 Arbitration

42.5.1 The Parties may agree on the arbitration procedure and on the arbitrator
and, failing agreement within 10 days of the dispute being submitted to
arbitration, the arbitration shall be conducted in accordance with the United
Nations Commission on International Trade Law (UNCITRAL) Arbitration Rules
in force at the time of the dispute without recourse to the ordinary courts of
law, except as explicitly provided for in clause 42.5.9.

42.5.2 Unless agreed otherwise in writing, the arbitration shall be administered by

the Parties.

42.5.3 The appointing authority in terms of the UNCITRAL Arbitration Rules shall be
the Association of Arbitrators (Southern Africa) (Association of Arbitrators).

42.5.4 The number of arbitrators shall be 1 who shall be an attorney or senior

advocate (with at least 10 years' experience). If the Parties are unable to
agree on an arbitrator within 10 Business Days of being requested to do so in
writing by the either Party, either Party may request that such arbitrator be
 37

appointed by the Chairman, for the time being, of the Association of

Arbitrators, who shall be requested to appoint the arbitrator within 21 days
after being requested to do so. The arbitrator shall be and remain at all times
wholly independent and impartial.

42.5.5 The place of arbitration shall be Johannesburg and the arbitration shall be
conducted in English.

42.5.6 The governing procedural law of the arbitration shall be the law of South
Africa.

42.5.7 The arbitrator shall have the same remedial powers as a court of law in South
Africa would have were it adjudicating the dispute. The arbitrator shall
deliver an award together with written reasons within 30 days from the date
upon which the arbitration ends.

42.5.8 The Parties irrevocably agree that any decisions and awards of the arbitrator
shall be binding on them; shall be carried into effect; and may be made an
order of court of competent jurisdiction.

42.5.9 Nothing contained in this clause 42.5 shall prohibit a Party from approaching
any court of competent jurisdiction for urgent interim relief pending the
commencement of the arbitration or pending the determination of the
dispute by arbitration. In respect of such proceedings, each of the Parties
specifically consents to the non-exclusive jurisdiction of the High Court of
South Africa, Gauteng Local Division, Johannesburg.

43. Addresses

43.1 The Parties choose the addresses as specified in the Schedule, at which notices may
be given, and at which documents in legal proceedings may be served (i.e. their
domicilia citandi et executandi), in connection with this Agreement.

43.2 Notices delivered to the above addresses shall be deemed to have been duly given:

43.2.1 on delivery, if delivered to the Party’s physical address; and

43.2.2 on despatch, if sent to the Party’s fax number or email address.

43.3 A Party may change its address for this purpose, on 7 days’ prior written notice to
the other Party, provided that the new address includes a physical address in
jurisdiction in which the Party is domiciled.

44. Surviving provisions

44.1 If this Agreement is so lawfully terminated, no Party shall have any claim under this
Agreement of any nature against the other Parties or their respective Affiliates
(except in respect of any rights and liabilities which have accrued before
termination or under any of the Surviving Provisions).

44.2 The expiration or termination of this Agreement shall not affect such of the
provisions of this Agreement which are expressly provided to operate after any
 38

such expiration or termination, or which of necessity must continue to have effect

after such expiration or termination, notwithstanding that the relevant provisions
themselves do not provide for this.

45. Miscellaneous matters

45.1 This Agreement contains all the express provisions agreed on by the Parties with
regard to the subject matter of this Agreement and supersedes and novates in its
entirety any previous understandings or agreements, oral or written, between the
Parties in respect thereof, and the Parties waive the right to rely on any alleged
provision not expressly contained in this Agreement.

45.2 Without limiting clause 45.1:

45.2.1 tender documentation (if any) does not, except to the extent that it is
reproduced in this Agreement itself, form part of this Agreement; and

45.2.2 if the Supplier’s terms and conditions are supplied in connection with the
Delivery of the Product and/or the performance of Services (including when
accepting or acknowledging a Purchase Order or Service Order) such terms
and conditions will be of no legal effect and will not form part of this
Agreement (notwithstanding the endorsement, acceptance or signing of any
such document by a representative of the Company).

45.3 Save as is expressly provided for in this Agreement, no provision of this Agreement
constitutes a stipulation for the benefit of a third Person (ie a stipulatio alteri)
which, if accepted by the Person, would bind any Party in favour of that Person.

45.4 A Party may not rely on any representation which allegedly induced that Party to
enter into this Agreement, unless the representation is recorded in this Agreement.

45.5 No contract varying, adding to, deleting from or cancelling this Agreement, and no
waiver of any right under this Agreement, shall be effective unless reduced to
writing and signed by or on behalf of the Parties.

45.6 The grant of any indulgence, extension of time or relaxation of any provision by a
Party under this Agreement shall not constitute a waiver of any right by the grantor
or prevent or adversely affect the exercise by the grantor of any existing or future
right of the grantor.

45.7 The Supplier may not cede any or all of its rights or delegate any or all of its
obligations under this Agreement without the prior written consent of the
Company, which consent may be withheld for any reason whatsoever, however the
Company shall be entitled to cede and assign its rights and delegate its obligations
under this Agreement without the prior consent of the Supplier provided that any
cessionary or assignee shall be obliged to be bound by this Agreement and shall be
capable of fulfilling and shall fulfil all the obligations of the Company in terms of
this Agreement.
 39

45.8 Each Party shall bear that Party’s own legal costs and disbursements of and
incidental to the negotiation, preparation, settling, signing and implementation of
this Agreement.

45.9 This Agreement may be executed in counterparts, each of which shall be deemed
to be an original and which together shall constitute one and the same agreement.

Signed at on 201_

Witness for the Supplier

1. ...................................................... .....................................................................
duly authorised and warranting such
authority

2. ......................................................
Signed at on 201_

Witness for the Company

1. ...................................................... .....................................................................
duly authorised and warranting such
authority

2. ......................................................
 40

THE SCHEDULE

Annexes to the Schedule 1) Annexe "A" – Products and Product Specifications

2) Annexe "B" – Product Price

3) Annexe "C" – Scope of Services

4) Annexe "D" – Service Fees

5) Annexe “E” – BEE Status and Compliance; and Socio

Economic Development Contributions
Company Representative Name:
Position:
Address:
Phone:
Fax:
E-mail:
Supplier Representative Name:
Position:
Address:
Phone:
Fax:
E-mail:
Products and Product The specifications of the Products as Provided for in Annexe
Specifications "A"
Scope of Services The Services and the specifications thereof as set out in
Annexe "C".
Service Fees The fees for the Services and adjustment thereof as set out in
Annexe "D"
Product Price The price for the Products and adjustment thereof as set out in
Annexe "B"
Payment terms The Company shall pay the Supplier the Product Price and
Service Fees no later than [*Insert*] days following the date of
receipt of a correct Invoice and the relevant supporting
documentation (if any) by the Company.
BEE Status and Socio The BEE Status and Compliance; And Socio Economic
Economic Development Development Contributions are set out in Annexe "E"
Contributions
Stock to be maintained (if [*Insert minimum stocks to be maintained by the Supplier*]
 41

applicable)
Rate of Liquidated Damages Liquidated damages shall be payable at the rate of [*Insert*]
percent of the Product Price for each completed day of delay.
The liquidated damages shall not exceed [*Insert*] percent of
the Product Price.
Agreement Term Notwithstanding the date of signature hereof, this Agreement
shall be deemed to have commenced on [*Insert date*](the
"Commencement Date") and shall continue until [*Insert
date*] 20______, unless terminated earlier in accordance with
the provisions of this Agreement ("Termination Date").
Site [*Insert site/s where the Products are to be delivered*]
Delivery (including incoterm [*Insert*]
if applicable)

Delivery Date [*Insert*]

Additional Insurance (if any) [*Insert additional insurance if applicable*]
Amount for general liability [*Insert additional insurance if applicable*]
and third party insurance
[*Insert additional insurance
if applicable*]
Amount for automobile and [*Insert additional insurance if applicable*]
truck liability insurance
Currency A reference to <Insert currency symbol> is to <insert currency
description>
Security [*Required Security to be inserted*]
Supplier’s Banking details Account holder:
Bank:
Account No:
Brach Code:
Addresses for Notices and The Supplier’s address shall be:
Legal Proceedings
Physical Address:
[*Insert*]

Company’s address shall be:

Physical address:
 42

[*Insert*]
 43

Annexe "A"

Products (including Product Specifications)

[*Insert Products to be supplied and Product Specifications*]

 44

Annexe "B"

Product Price

[*Insert Product Prices and provision for adjustment thereof (if applicable)*]
 45

Annexe "C"

Scope of Services

[*Insert desciption of Services*]

 46

Annexe "D"

Service Fees

[*Insert Service Fees and provision for adjustment thereof (if aplicable)*]
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Annexe "E"

Bee Status and Compliance; and Socio Economic Development Contributions