SAMANCOR CHROME LIMITED

SALE OF PRODUCT TERMS AND CONDITIONS

INDEX

NO CLAUSE HEADING PAGE

1 DEFINITIONS........................................................................................................ 1 1.1 Definitions .................................................................................................... 1 1.2 Interpretation ................................................................................................ 2 2 SALE ..................................................................................................................... 3 2.1 Sale and Purchase....................................................................................... 3 2.2 Invoicing, Quantity and Measurement.......................................................... 3 2.3 Quality and Limitation of Liability.................................................................. 5 2.4 No warranties ............................................................................................... 6 2.5 Ownership and Risk ..................................................................................... 6 3 PURCHASE PRICE .............................................................................................. 6 3.1 Purchase Price............................................................................................. 6 4 DELIVERY............................................................................................................. 7 4.1 Collection Obligations .................................................................................. 7 4.2 Access to Site .............................................................................................. 8 5 LAWS, REGULATIONS, STANDARDS AND INSTRUCTIONS............................ 8 5.1 Laws, Regulations, Standards and Instructions ........................................... 8 5.2 Safety and Health......................................................................................... 9 5.3 Security ...................................................................................................... 10 6 INSURANCE AND INDEMNITY.......................................................................... 11 7 DAMAGE TO PROPERTY .................................................................................. 12 8 FORCE MAJEURE.............................................................................................. 12 9 APPROPRIATION............................................................................................... 13 10 CERTIFICATE AND RENUNCIATION OF BENEFITS ....................................... 13 11 BONA FIDE BUSINESS PRACTICES ................................................................ 14 12 DISPUTES .......................................................................................................... 14 13 BREACH AND TERMINATION ........................................................................... 16 13.1 Breach........................................................................................................ 16 13.2 Termination ................................................................................................ 17 13.3 Cessation Or Curtailment Of Operations ................................................... 19 13.4 Consequences of Termination ................................................................... 19 14 JURISDICTION ................................................................................................... 19 15 NOTICES AND DOMICILIUM ............................................................................. 20

16 MISCELLANEOUS.............................................................................................. 21 16.1 Warranty of Authority ................................................................................. 21 16.2 Implementation and Good Faith................................................................. 21 16.3 Confidentiality............................................................................................. 21 16.4 Independent Advice ................................................................................... 23 16.5 Further Assurances.................................................................................... 23 16.6 Severability................................................................................................. 23 16.7 Relationship of the Parties ......................................................................... 24 16.8 Assignment ................................................................................................ 24 16.9 Whole Agreement ...................................................................................... 24 16.10 Variation ..................................................................................................... 24 16.11 Relaxation .................................................................................................. 24

APPENDICES

Appendix 1 – Product Specifications

Appendix 2 – Collection Instructions

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1 DEFINITIONS

1.1 Definitions

In this Agreement and the recitals, unless clearly inconsistent with or otherwise

indicated by the context -

1.1.1 “Agreement” means the sale of Product agreement which comprises these

Product sale terms and conditions, the Product Sale Document, as well as the

Product Specification Sheet and the collection instructions, as may be

annexed hereto;

1.1.2 "Associated Company" means any company which is a Subsidiary of

Samancor Chrome Limited;

1.1.3 "Business Day" means a day other than a Saturday, Sunday or official public

holiday in the Republic of South Africa;

1.1.4 "Date of Signature" means the date of signature of this Agreement by the

party signing last in time;

1.1.5 “Parties” means the Parties to this Agreement and “Party” shall bear a

corresponding meaning;

1.1.6 "Prime Rate" means the interest rate (per cent, per annum, nominal

compounded monthly on the last day of each month and calculated on the

basis of the number of days in each month) from time to time published by

Absa Bank as being its prime rate of interest as certified by any manager of

Absa, whose appointment and designation need not be proved;

1.1.7 "Product" means the goods sold in terms of this Agreement and as further

specified in the Product Sale Document and Product Specification Sheet;

1.1.8 "Purchaser" means the party identified as such in the Product Sale

Document to which this Agreement is annexed;

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1.1.9 "Purchase Price" means the purchase price set out in the Product Sale

Document to which this Agreement is annexed;

1.1.10 "Samancor" means Samancor Chrome Limited (Registration Number

1926/008883/06);

1.1.11 "Seller" means Samancor or, as the case may be, a Subsidiary nominated by

it;

1.1.12 "Site" means the place at the Seller's premises on, under, over, in, from, or

through which the Product is to be collected;

1.1.13 "Specifications" means the composition of the Product as set out in

specification sheet annexed hereto;

1.1.14 "Subsidiary" shall have the meaning ascribed to it in the Companies Act

No.61 of 1973, as amended or any Act taking its place;

1.1.15 "Unpaid Purchase Price" means that portion of the Purchase Price, including

interest thereon, which has not been paid at any point in time during the term

of this Agreement;

1.1.16 "VAT" means value-added tax payable in terms of the VAT Act; and

1.1.17 "VAT Act" means the Value-added Tax Act, No. 89 of 1991, as amended.

1.2 Interpretation

1.2.1 In this Agreement and the recitals, unless clearly inconsistent with or

otherwise indicated by the context -

1.2.1.1 any reference to the singular includes the plural and vice versa;

1.2.1.2 any reference to natural persons includes legal persons and vice versa;

and

1.2.1.3 any reference to a gender includes the other genders.

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1.2.2 Where appropriate, meanings ascribed to defined words and expressions in

1.1, shall impose substantive obligations on the Parties.

1.2.3 The clause headings in this Agreement have been inserted for convenience

only and shall not be taken into account in its interpretation.

1.2.4 Where any term is defined within the context of any particular clause or sub-

clause, the term so defined shall, unless it appears clearly from such clause

or sub-clause that such term has limited application to the relevant clause or

sub-clause, bear the meaning ascribed to it for all purposes in terms of this

Agreement, notwithstanding that such term has not been defined in 1.1.

1.2.5 Whenever an obligation is placed on a sub-contractor of the Purchaser in

terms of this Agreement, the Purchaser assumes responsibility for the due

and proper performance of such obligations by such sub-contractor.

1.2.6 This Agreement shall be governed by and construed and interpreted in

accordance with the laws of the Republic of South Africa.

2 SALE

2.1 Sale and Purchase

The Seller sells to the Purchaser, which purchases the Product as specified in the

Product Sale Document, on the terms and conditions contained herein, it being

recorded that, the actual quantity delivered, in metric tons, of the Product may vary

(increase or decrease) by 10% (ten percent) at the option of the Seller.

2.2 Invoicing, Quantity and Measurement

2.2.1 The Seller shall issue to the Purchaser, within 5 (five) working days after the

Purchaser has received the Product, an invoice indicating the quantity of

Product, in metric tons, loaded by the Purchaser at the Site.

2.2.2 Each of the Purchaser's vehicles collecting the Product shall be weighed

before and after loading of the Product. The difference between the weight of

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the Purchaser's vehicle before loading of the Product thereon and the weight

of the Purchaser's vehicle after loading of the Product thereon shall constitute

the mass (in metric tons) of the Product delivered to the Purchaser. The

Purchaser's representative shall be entitled to be present on each occasion

on which the Purchaser's vehicle is weighed.

2.2.3 In the event of the moisture content of the Product deviating from that

indicated as the inherent moisture content of the Product in the Specifications,

the mass of Product delivered, as indicated on each and every invoice issued

to the Purchaser, will be reduced with a corresponding reduction being

effected to the amount payable therefor ("Adjustment"), but only in the event

of the actual moisture content of the Product delivered to the Purchaser being

1% in excess of that content indicated as inherent moisture content of the

Product in the Specifications. Solely in this instance, the mass and the

amount payable therefore will then be reduced in accordance with the

following formula –

A = AM – M

where -

A is the percentage amount by which the mass indicated in an invoice

will be reduced;

AM is the percentage actual moisture content of the Product delivered

to the Purchaser;

M is the percentage moisture content indicated as the inherent moisture

content of the Product in the Specifications.

with the reduction in the amount payable in consequence of the Adjustment

being equal to A/100 x the invoice amount ("Credit").

2.2.4 In the event of an Adjustment to an invoice in terms of 2.2.3, the Seller shall

deduct the Credit from the amount payable in terms of the subsequent invoice

issued to the Purchaser by the Seller, or in the event of all the Product having

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been delivered in full to the Purchaser and there being no further amounts

owing by the Purchaser to the Seller, a refund of the Credit.

2.3 Quality and Limitation of Liability

2.3.1 In the event of the Product not complying with the Specifications, the

Purchaser's sole remedy shall be the return of the Product to the Seller, upon

which event the Seller shall refund the Purchase Price to the Purchaser. Any

dispute between the Parties as to the quality of the Product, including a

dispute as to the moisture content for the purposes of any reduction of the

mass of the Product reflected on any invoice in terms of 2.2.3,shall be finally

resolved by an independent laboratory acting as expert and undertaking an

examination of the Product and the provisions of 12.6, with the necessary

changes, shall apply, save that the costs of the Expert shall be borne and

paid by –

2.3.1.1 the Seller if the Product is determined by the Expert to have deviated

from the Specifications by more than 3% in any respect; or

2.3.1.2 the Purchaser if the Product is determined by the Expert to have

deviated from the Specifications by less than 3% in any respect,

but in any other event, by the Parties, in equal shares.

2.3.2 Subject to 2.3.1 -

2.3.2.1 the Purchaser is deemed to be acquainted with the nature and condition

of the Product, and acknowledges that the Product is sold “Voetstoots”

and the Seller and its agent/s being entirely free from all liability,

including any consequential damages and/or losses, in respect thereof;

and

2.3.2.2 the Seller shall not be liable for any defect in the Product (latent or

otherwise) or for any damages occasioned by such defect.

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2.4 No warranties

Save as expressly provided to the contrary in this Agreement, the Product is sold by

the Seller to the Purchaser without any warranties, express or implied, including,

without limitation, and for the avoidance of doubt, that the Product is fit for the

purpose intended by the Purchaser or for any other purpose whatsoever, and the

Purchaser acknowledges and agrees that the Seller shall not have any liability

(including, without limitation, consequential loss) or obligation in respect of the

Product which is not specifically assumed by it in terms of this Agreement.

2.5 Ownership and Risk

2.5.1 Ownership in and to the Product shall remain with the Seller until the

Purchase Price therefor has been paid in full.

2.5.2 Save in the event that the Product Sale Document expressly varies same, the

risk, (but not the ownership) in and to the Product shall pass to the Purchaser

on delivery thereof in accordance with the INCOTERM specified in the

Product Sale Document.

3 PURCHASE PRICE

3.1 Purchase Price

The Purchase Price for the sale and purchase of the Product (which Purchase Price

is expressed to be inclusive of loading cost but exclusive of VAT), shall be in an

amount as specified in the Product Sale Document.

3.2 Payment

The Purchaser will pay 60% of invoice value of each partial delivery prior to

collection (“Advance Payment”). The balance of the Purchase Price shall be

payable at 30 days from delivery after receipt of final certificate of moisture, quantity

and weight of the Product.

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3.2.1 All payments made by the Purchaser shall –

3.2.1.1 be made for value including VAT on the due date for payments;

3.2.1.2 be made free of bank exchange, commission and all other deductions;

and

3.2.1.3 not be subject to deferral, adjustment or withholding by the Purchaser or

to deferment of judgment of any amount or any execution of such

judgment by reason of any set-off or counterclaim of whatsoever nature

or howsoever arising.

3.2.2 Any payment which is due on a date which is not a Business Day, shall be

due on the succeeding Business Day unless that succeeding Business Day

falls on a day that is in a new month, in which case the day for payment shall

be the preceding day which is a Business Day.

3.2.3 Save to the extent otherwise provided, all amounts due by the Purchaser to

the Seller (including damages) in terms of or arising out of this Agreement

shall, unless paid on due date, bear interest from the due date to date of

payment. Such interest shall be calculated at the Prime Rate plus 2% (two

per cent) and shall be capitalised monthly.

4 DELIVERY

4.1 Collection Obligations

4.1.1 Subject to the due and punctual payment of each and every invoice on the

due date therefor, failing which the Seller shall not be obliged to deliver any or

any further quantities of the Product to the Purchaser, the Seller shall make

the Product available to the Purchaser at the Site for the Purchaser's

collection by loading on the Purchaser trucks during the month specified in

the Product Sale Document.

4.1.2 The Parties agree that:

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4.1.2.1 the volume comprising the Product will not necessarily be made

available to the Seller in a single delivery;

4.1.2.2 the Product will be delivered in volume and at rate as determined by the

Seller, provided that the Product is delivered during the currency of the

Agreement.

4.1.3 The Seller shall supply all equipment, labour and transport necessary to

enable the Purchaser to load and remove the Product from the Seller’s site.

4.2 Access to Site

4.2.1 Collection of Product shall be performed by the Purchaser in terms of the

collection instructions annexed hereto and marked Collection Instructions, as amended from time to time by the Seller and as issued to the Purchaser or

posted on the Seller’s official website (www.samancorcr.com).

4.2.2 The Purchaser will ensure that all its personnel and vehicles comply with the

Collection Instructions, including, without limitation, entry and exit from the

Site through the control points as indicated by the Seller.

5 LAWS, REGULATIONS, STANDARDS AND INSTRUCTIONS

5.1 Laws, Regulations, Standards and Instructions

5.1.1 The Purchaser, his sub-contractors and employees and representatives of

both, shall in the execution of this Agreement comply with all legislation and

with any regulations promulgated thereunder in force from time to time in

respect of any Product to be supplied or collected in terms of this Agreement.

5.1.2 The Purchaser, his sub-contractors and employees and representatives of

both, shall also strictly comply with –

5.1.2.1 the provisions of the Fatal Risk Control Protocols of the Seller, a copy of

which has been delivered to the Purchaser or which is available on the

Seller’s official website (www.samancorcr.com); and

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5.1.2.2 all other rules, regulations, standards, policies, procedures and

instructions of whatever nature of the Seller applicable at the Site where

the Product is to be collected.

5.1.3 The Purchaser indemnifies and holds the Seller harmless against all claims,

losses, damage and costs whatsoever, including, without limitation,

consequential loss, and howsoever sustained or incurred due to or resulting

from the non-compliance with any laws, regulations, rules, standards, policies,

procedures and instructions by the Purchaser, his sub-contractors and

employees and representatives of both, in the execution of this Agreement.

5.2 Safety and Health

5.2.1 Notwithstanding anything else contained in this Agreement, the prevention of

accidents, safety performance and adherence to sound and safe work

standards and practices are essential requirements of this Agreement and the

Purchaser, his sub-contractors and employees and representatives of both,

shall co-operate with the Seller in all respects in the Seller's quest to prevent

accidents and improve its safety performance. In this respect the Purchaser,

his sub-contractors and employees and representatives of both shall, while on

the premises of the Seller or in the execution of this Agreement, strictly

adhere to all applicable safety and health requirements of all laws,

ordinances, by-laws and regulations as well as the Seller's Codes of Practice,

Policies, Procedures or Instructions relating to safety and health applicable to

the Site or the execution of this Agreement.

5.2.2 Without derogating from the provisions of 5.2.1, in complying with this 5.2 the

Purchaser shall specifically comply with the provisions of -

5.2.2.1 the Minerals Act, No. 50 of 1991 and the remaining regulations

promulgated thereunder and as remain in force in terms thereof;

5.2.2.2 the Mineral and Petroleum Resources Development Act, No. 28 of 2002

and the regulations promulgated in terms thereof;

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5.2.2.3 the Occupational Health and Safety Act, No. 85 of 1993 and the

regulations promulgated in terms thereof, and

5.2.2.4 the Mine Health and Safety Act, No. 29 of 1996 and the regulations

promulgated in terms thereof,

or any Act(s) taking their place.

5.2.3 In the event of any of the Purchaser's employees, agents or sub-contractors

being injured while on Site, the Seller reserves the right to supply any medical

services that may be deemed necessary without obtaining the prior consent of

the Purchaser. The Purchaser shall, on demand, refund to the Seller the

costs associated with the provision of such medical services to the

Purchaser's employees, agents or sub-contractors.

5.3 Security

5.3.1 The Purchaser, his sub-contractors and employees and representatives of

both, shall at all times comply with all the Seller's security rules, procedures,

policies and instructions whilst on Site, including, but not limited to the

submission to a personal examination and a strip search by persons

authorised by the Seller, which examination and strip search shall be

conducted by a male upon male persons and by a female upon female

persons.

5.3.2 The Purchaser shall arrange for its own employees and representatives, as

well as his sub-contractors' employees and representatives entering the Site

to be screened by the Seller's security department prior to them entering the

Site. All costs in this regard will be for the account of the Purchaser.

5.3.3 The Seller shall be entitled to object to the entry to, or presence on, the Site of

any employee or representative of the Purchaser or his sub-contractors who

in the Seller's entire discretion is unacceptable, and the Purchaser shall in

such event remove such employee or representative from the Site.

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5.3.4 All vehicles leaving the Site shall be subject to inspection by the Seller's

security officials.

6 INSURANCE AND INDEMNITY

6.1 For the duration of this Agreement the Purchaser indemnifies the Seller and shall

procure insurance policies in a form and an amount to the reasonable satisfaction

of the Seller, which insurance policies shall be taken out and maintained for the

duration of this Agreement by the Purchaser at its own cost, and holds the Seller

harmless from and against the following risks and matters -

6.1.1 liability for damages and/or compensation payable at law for injury to any

workman and/or any other person in the employ of the Purchaser or his

sub-contractors;

6.1.2 liability in respect of any item owned, borrowed, hired or used by the

Purchaser or his agents, sub-contractors or employees for the purposes of

executing this Agreement;

6.1.3 the balance of third party risks in respect of motor vehicles used by the

Purchaser or his agents, sub-contractors or employees for the performance of

any of the Purchaser's obligations in terms of this Agreement.

6.2 In addition to the indemnities provided below, the Purchaser shall be liable for and

indemnifies the Seller against all claims, damages, losses or costs whatsoever

relating to or as a result of --

6.2.1 the injury or death of any person; and/or

6.2.2 all damage to any property whatsoever;

which injury, death or damage results from or is due to any act or omission of the

Purchaser, his agents, employees or sub-contractors or any of their employees or

representatives.

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6.3 In addition to the indemnities provided above, neither the Seller nor any of the

Seller's holding or Associated companies, directors, officers, employees or agents

shall be liable for, and the Purchaser hereby waives any claim or action and in

addition indemnifies and holds them harmless against, any loss or damage,

whether direct, indirect, consequential or otherwise, suffered by the Purchaser, any

of its directors, officers, agents, sub-contractors or employees or any third party

whatsoever, arising from any cause in connection with this Agreement (including,

without limitation, any cause in connection with the Product sold or the use, resale

or other disposal of the Product, or anything done or not done pursuant to this

Agreement), whether such loss or damage results from breach of contract (whether

material or otherwise), delict, negligence or any other cause whatsoever without

limitation and whether or not this Agreement is still in force.

7 DAMAGE TO PROPERTY

In the event of the Purchaser or any of its agents, sub-contractors or employees or

representatives of both in any way damaging any property of the Seller, the Seller shall

be entitled to repair and recover the cost of such repairs from the Purchaser. Any

damages suffered shall be paid by the Purchaser to the Seller within 10 (ten) days of

demand.

8 FORCE MAJEURE

If any Party is prevented or restricted directly or indirectly from carrying out all or any of its

obligations under this Agreement by reason of strike, lock-out, fire, explosion, floods, riot,

war, accident, act of God, embargo, legislation, shortage of or a breakdown in

transportation facilities, civil commotion, unrest or disturbances, cessation of labour,

government interference or control, or any other cause or contingency beyond the control

of that Party, the Party so affected shall be relieved of its obligations hereunder during the

period that such event and its consequences continue but only to the extent so prevented

and shall not be liable for any delay or failure in the performance of any of its obligations

hereunder or for any loss or damages, either general, special or consequential, which the

other party may suffer due to, or resulting from, such delay or failure, provided that written

notice shall forthwith be given of any such inability to perform by the affected Party. Any

Party invoking force majeure shall upon termination of the event giving rise thereto give

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written notice thereof to the other Party within 7 (seven) Business Days. Should such

force majeure continue for a period of more than 20 (twenty) days, then either Party shall

be entitled forthwith to cancel this Agreement, provided always that the Purchaser shall

not be entitled to invoke the provisions of this clause in seeking to avoid or delay payment

of any monies owed as a direct or indirect result of the operation of the provisions of this

Agreement.

9 APPROPRIATION

9.1 All payments made by the Purchaser to the Seller in terms of this Agreement shall

be applied firstly to costs, then to interest and then to the Unpaid Purchase Price.

9.2 The Seller may apply any payments received from the Purchaser to any

indebtedness of the Purchaser to the Seller under this Agreement and the

Purchaser hereby waives the right to nominate the debt towards which any

payment shall be appropriated or to claim that any such payments shall be

appropriated towards the earlier or the more burdensome debt.

10 CERTIFICATE AND RENUNCIATION OF BENEFITS

10.1 A certificate under the hand of the general manager of the Seller (whose

appointment as such it shall not be necessary to prove) stating the indebtedness of

the Purchaser to the Seller in respect of all amounts owing in terms of this

Agreement and generally the unpaid Purchase Price, the amount of interest,

commissions, fees and other charges hereunder, shall be prima facie proof of the

matters therein stated for all purposes including for the purpose of furnishing

particulars and obtaining provisional sentence or summary judgment against the

Purchaser provided that such certificate sets out full and proper details of the

manner in which the amount so claimed has been arrived at.

10.2 The Purchaser hereby expressly waives and renounces the legal benefits and

exceptions non causa debiti, revision of accounts, errore calculi and other

exceptions which could or might be taken in respect of the enforcement of the

Seller's rights hereunder and the Purchaser hereby declares himself to be fully

acquainted with the meaning and effect of all such exceptions and the renunciation

thereof.

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11 BONA FIDE BUSINESS PRACTICES

11.1 The Purchaser shall declare to the Seller in writing all money, gifts or other

consideration (irrespective of the value thereof) which it gives to any employees of

or personnel contracted by the Seller, within 7 (seven) days of having so done.

11.2 Should the Purchaser fail to make such declaration or pay, give or lend or offer to

pay, give or lend any money, gifts of other valuable consideration (other than

Publicity Gifts as described in paragraph 4 of Samancor’s Bona Fide Business

Practices Policy, or any similar document which replaces it from time to time, a

copy of which is available to the Purchaser upon request) whether by way of

commission, gratuity or otherwise to any employee of or personnel contracted by

the Seller, the Purchaser will be deemed to have committed a material breach of its

obligations hereunder, and the Seller shall, without prejudice to any of its other

rights under this Agreement and irrespective of any other remedy which might be

available to it under any of the provisions of this Agreement or in law (including but

not limited to the payment of damages), be entitled to forthwith cancel and

terminate not only this Agreement but also any other contracts in force between the

Seller and Purchaser, without payment of any compensation to the Purchaser for

any damages whatsoever including loss of business and/or profits resulting from

such cancellation. The Purchaser will not forfeit its obligation to pay any moneys

which may be due and payable to the Seller under any contracts in force between

the Seller and the Purchaser at the time of a breach by the Purchaser of its

obligations in terms of this clause.

12 DISPUTES

12.1 In this 12 ,the following expressions shall bear the following meanings -

12.1.1 "Dispute" means a dispute or difference between the Parties of any kind

whatever in connection with or arising out of this Agreement.

12.1.2 "the Dispute Date" means the date of written notice from either Party to the

other declaring a dispute in terms of this clause and detailing briefly therein

the nature of the dispute.

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12.2 All Disputes between the Parties shall be determined in accordance with the

provisions of this 12.

12.3 Within a period of 14 (fourteen) days after the Dispute Date the Parties shall meet

to discuss the Dispute and shall endeavour to resolve the Dispute amicably and

each party undertakes at such meeting to make full disclosure to the other of all

information and documentation relating to the Dispute.

12.4 Should the Parties be unable to resolve the Dispute in terms of clause 12.3 within

30 (thirty) days from the Dispute Date the Dispute shall be referred to the Chief

Executive of the Purchaser and the Chief Executive of the Seller or their duly

appointed representatives, who shall use their best endeavours to resolve the

Dispute. Their determination shall be final and binding and shall be carried into

effect by the Parties.

12.5 Should the said Chief Executives or their representatives be unable to resolve the

Dispute within a period of 30 (thirty) days after the same has been referred to them,

("Dead-lock Date"), either party may within 21 (twenty one) days from the Dead-

lock Date refer the Dispute to an independent expert ("Expert") for determination.

12.6 The following provisions shall apply to the referral to the Expert -

12.6.1 the Expert shall be appointed by agreement between the Parties within

14 (fourteen) days from the Dead-lock Date, failing which the Expert shall be

appointed by the President for the time being of the Law Society of the

Northern Provinces (or any body taking its place) or his nominee from a list of

four candidates of which two shall have been nominated by the Seller and two

by the Purchaser. Such nomination shall be made by the Parties within

30 (thirty) days from the Dead-lock Date, failing which the President of the

said Law Society shall make an appointment from candidates nominated, or if

none have been nominated by the Parties, in his discretion, an Expert whom

he deems fit;

12.6.2 the Chief Executives of the Parties or their representatives shall endeavour to

agree on the matters to be referred to the Expert, failing which they shall

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independently refer such matters to the Expert for determination as they may

deem necessary;

12.6.3 the Expert shall act in accordance with the spirit and principles of this

Agreement as an Expert and not an arbitrator, and his determination on any

issue referred to him hereunder shall, in the absence of manifest error or bias,

be final and binding on the Parties and may be made an order of any

competent court at the instance of the Parties;

12.6.4 the Expert's costs shall be borne equally by the Parties; and

12.6.5 all proceedings shall be conducted informally and as inexpensively and

expeditiously as possible at Johannesburg or such other place as the Expert

may determine.

12.7 This 12 is severable from the rest of this Agreement and, therefore, will remain

effective between the Parties even if this Agreement is terminated.

12.8 Unless and until otherwise ordered by the Expert or agreed between the Parties,

the performance of this Agreement shall continue during the proceedings and no

payments due under this Agreement may be retained or suspended due to the

referral of any matter to the said Chief Executives of the Parties or the Expert.

13 BREACH AND TERMINATION

13.1 Breach

13.1.1 Should the Purchaser (the "Defaulting Party") commit a breach of any of the

provisions of this Agreement, then the Seller (the "Aggrieved Party") shall be

obliged to give the Defaulting Party, in the event of a breach of –

13.1.1.1 the provisions of 3, 1 (one) day's written notice; or

13.1.1.2 any other provision, 7 (seven) days' written notice,

to remedy the breach.

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13.1.2 If the Defaulting Party fails to comply with such notice, the Aggrieved Party

shall be entitled to cancel this Agreement against the Defaulting Party or to

claim immediate payment and/or specific performance by the Defaulting Party

of all the Defaulting Party's obligations whether or not the due date for

payment and/or performance shall have arrived, in either event without

prejudice to the Aggrieved Party's rights to claim damages. The aforegoing is

without prejudice to such other rights as the Aggrieved Party may have at law;

provided always that, notwithstanding anything to the contrary contained in

this Agreement, the Aggrieved Party shall not be entitled to cancel this

Agreement for any breach by the Defaulting Party unless such breach is a

material breach going to the root of this Agreement and is incapable of being

remedied by payment in money, or if it is capable of being remedied by

payment in money, the Defaulting Party fails to pay the amount concerned, in

the event of a breach of –

13.1.2.1 the provisions of 3, within the 1 (one) day notice period referred to in

13.1.2.1

13.1.2.2 any other provision, within 7 (seven) days after such amount has been

finally determined.

13.2 Termination

13.2.1 In the event of the Purchaser (including the Purchaser's representatives,

employees, agents or sub-contractors) -

13.2.1.1 collecting, purporting or endeavouring to collect or appropriate any

Product not contemplated in terms of this Agreement; or

13.2.1.2 collecting or attempting to collect excess masses and/or giving false

masses in any communication to the Seller; or

13.2.1.3 being involved in illegal actions or committing any crime whatsoever on

or at the Site or in connection with the performance or the execution of

this Agreement; or

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13.2.1.4 contravening any of the Seller's rules, procedures, policies or

instructions regarding security or safety and health or laws, regulations

and ordinances applicable to the Site where the Product is to be

collected;

then the Seller shall, without prejudice to any of the Seller's other rights under

this Agreement and irrespective of any other remedy which might be available

to the Seller under any of the provisions of this Agreement or in law, be

entitled but not obliged -

13.2.1.4.1 to direct the Purchaser forthwith to remove from the Site any of its

employees, agents or sub-contractors and/or their employees or

representatives; and/or

13.2.1.4.2 to forthwith terminate this Agreement without payment to the

Purchaser of any damages whatsoever including without limitation

consequential damages, loss of business and/or profits resulting

from such termination; or

13.2.1.4.3 in its sole and absolute discretion to give the Purchaser 7 (seven)

days' written notice to remedy such breach. If the Purchaser fails

to comply with such notice and fails to furnish assurances

acceptable to the Seller that such breach will not occur again, the

Seller may terminate this Agreement without payment to the

Purchaser of any damages whatsoever.

13.2.2 In the event of -

13.2.2.1 the estate of the Purchaser being surrendered or sequestrated, either

provisionally or finally; or

13.2.2.2 the death of the Purchaser if the Purchaser is a natural person; or

13.2.2.3 a judgement in any competent court being given against the Purchaser,

which judgement is not satisfied within a period of 14 (fourteen) days, or

19

13.2.2.4 the major portion of the assets of the Purchaser being disposed of,

then the Seller shall be entitled but not obliged to terminate this Agreement

forthwith without payment to the Purchaser of any damages whatsoever

including, without limitation, consequential damages, loss of business and/or

profits resulting from such termination.

13.3 Cessation Or Curtailment Of Operations

If during the currency of this Agreement, the operations of any entity constituting the

Seller cease or are curtailed, the Seller shall be entitled but not obliged to terminate

this Agreement by giving 7 (seven) days' notice to such effect to the Purchaser

without payment to the Purchaser of any damages whatsoever including, without

limitation, consequential damages, loss of business and/or profits resulting from

such termination.

13.4 Consequences of Termination

In the event of this Agreement being terminated in terms of this 13, then

notwithstanding any other rights which may accrue to the Seller under any of the

terms and conditions of this Agreement or in law, such cancellation shall be without

prejudice to any claims for damages which the Seller may have against the

Purchaser.

14 JURISDICTION

The Parties shall be entitled to institute all or any proceedings in connection with this

Agreement in the High Court of South Africa (Witwatersrand Local Division) and hereby

irrevocably consent and submit to the jurisdiction of such Court and agree that any costs

awarded, be awarded or paid on the High Court scale and as between attorney and own

client. The Parties irrevocably waive any objection that they may now or hereafter have

that such action or proceeding has been brought in an inconvenient forum.

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15 NOTICES AND DOMICILIUM

15.1 Samancor chooses as its domicilium citandi et executandi the address set out in

this clause and the Purchaser chooses as its domicilium citandi et executandi the

address set out in the Product Sale Document for all purposes arising out of or in

connection with this Agreement at which addresses all the processes and notices

arising out of or in connection with this Agreement, its breach or termination may

validly be served upon or delivered to the Parties.

15.2 For the purpose of this agreement Samancor’s address shall be -

15.2.1 as regards the Seller at First Floor, Block B, Cullinan Place, Cullinan Close,

Morningside, Sandton,

facsimile number 011 245 1290 / 011 245 1200,

marked for the attention – the Group Legal Counsel;

or at such other address in the Republic of South Africa, not being a post office box

or poste restante, of which the Party concerned may notify the others in writing.

15.3 Any notice given in terms of this Agreement shall be in writing and shall -

15.3.1 if delivered by hand be deemed to have been duly received by the addressee

on the date of delivery;

15.3.2 if delivered by recognised international courier service be deemed to have

been received by the addressee on the 1st (first) Business Day following the

date of such delivery by the courier service concerned;

15.3.3 if transmitted by facsimile be deemed to have been received by the

addressee 1 (one) Business Day after despatch.

15.4 Notwithstanding anything to the contrary contained in this Agreement, a written

notice or communication actually received by one of the Parties from another,

including by way of facsimile transmission, shall be adequate written notice or

communication to such Party.

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16 MISCELLANEOUS

16.1 Warranty of Authority

Each Party warrants to the other that it has power, authority and legal right to sign

and perform this Agreement and that this Agreement has been duly authorised by

all necessary actions of its directors and constitutes valid and binding obligations on

it in accordance with the terms of this Agreement.

16.2 Implementation and Good Faith

16.2.1 The Purchaser undertakes to do all such things, perform all such acts and

take all steps to procure the doing of all such things and the performance of

all such acts, as may be necessary or incidental to give or conducive to the

giving of effect to the terms, conditions and import of this Agreement.

16.2.2 The Purchaser shall at all times during the continuance of this Agreement

observe the principles of good faith towards the Seller in the performance of

its obligations in terms of this Agreement. This implies, without limiting the

generality of the foregoing, that it -

16.2.2.1 will at all times during the term of this Agreement act reasonably,

honestly and in good faith;

16.2.2.2 will perform its obligations arising from this Agreement diligently and

with reasonable care;

16.2.2.3 make full disclosure to of the Seller any matter that may affect the

execution of this Agreement.

16.3 Confidentiality

16.3.1 The Purchaser will keep confidential and will not disclose to any person -

16.3.1.1 the details of this Agreement; and

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16.3.1.2 all information relating to the business or the operations and affairs of

the Seller,

(together "Confidential Information") unless the prior written consent of the

Seller has been obtained.

16.3.2 The Purchaser agrees to keep all Confidential Information confidential and to

disclose it only to its officers, employees, consultants and professional

advisers who -

16.3.2.1 have a need to know (and then only to the extent that each such person

has a need to know);

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

16.3.2.3 are aware of the Purchaser’s undertaking in relation to such information

in terms of this Agreement; and

16.3.2.4 have been directed by the Purchaser to keep the Confidential

Information confidential and have undertaken to keep the Confidential

Information confidential.

16.3.3 The obligations of the Purchaser in relation to the maintenance and non-

disclosure of Confidential Information in terms of this Agreement do not

extend to information which -

16.3.3.1 is disclosed to the Purchaser in terms of this Agreement but at the time

of such disclosure such information is known to be in the lawful

possession or control of the Purchaser and not subject to an obligation

of confidentiality;

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

this Agreement by the Purchaser;

16.3.3.3 is required by the provisions of any law, statute or regulation, or during

any court proceedings, to be disclosed.

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16.4 Independent Advice

Each of the Parties hereto acknowledges that they have been free to secure

independent legal advice as to the nature and effect of all of the provisions of this

Agreement and that they have either taken such independent legal advice or

dispensed with the necessity of doing so. Further, each of the Parties hereto

acknowledge that all of the provisions of this Agreement and the restrictions herein

contained are fair and reasonable in all the circumstances and are part of the

overall intention of the Parties in connection with this Agreement.

16.5 Further Assurances

The Parties hereto agree to perform any further acts and to execute and deliver any

further documents which may be necessary or appropriate to carry out the

purposes and the implementation of this Agreement.

16.6 Severability

The agreements and undertakings of the Parties contained in this Agreement shall

each be construed as an agreement and undertaking independent of any other

provision of this Agreement. The Parties hereby expressly agree that it is not the

intention of any Party to violate any public policy, statutory or common law, and that

if any sentence, paragraph, clause or combination of the same is in violation of the

law of the Republic of South Africa, such sentence, paragraph, clause or

combination of the same alone shall be void in the jurisdiction where it is unlawful,

and the remainder of such clause and this Agreement shall remain binding upon the

Parties hereto. The Parties further acknowledge that it is their intention that the

provisions of this Agreement be binding only to the extent that they may be lawful

under existing applicable law of the Republic of South Africa, and in the event that

any provision hereof is determined to be overly broad or unenforceable, the Parties

hereto agree to the modification of such provisions to the minimum extent required

to make them valid and enforceable.

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16.7 Relationship of the Parties

The relationship of the Parties, inter se, shall be governed by the terms of this

Agreement and nothing contained herein shall be deemed to constitute a

partnership, joint venture or the like between them nor to constitute one Party the

agent of the other for any purpose. No Party shall by reason of the actions of the

other Party incur any personal liability as a co-partner to any third party and no

Party shall be entitled to authorise, to represent or hold out to any third party that

the relationship between the Parties is that of a partnership, joint venture or the like

as aforesaid.

16.8 Assignment

The Seller shall be entitled to assign any of its rights or delegate any of its

responsibilities under this Agreement to an Associated Company without the

express prior written consent of the Purchaser. The Purchaser shall not be entitled

to cede, delegate, assign or otherwise transfer any of its rights and obligations

under this Agreement, without the express prior written consent of the Seller.

16.9 Whole Agreement

This Agreement constitutes the whole agreement between the Parties as to the

subject-matter hereof and no agreement, representations or warranties between the

Parties other than those set out herein are binding on the Parties.

16.10 Variation

No addition to or variation, consensual cancellation or novation of this Agreement

and no waiver of any right arising from this Agreement or its breach or termination

shall be of any force or effect unless reduced to writing and signed by all the Parties

or their duly authorised representatives.

16.11 Relaxation

No latitude, extension of time or other indulgence which may be given or allowed by

any Party to any other Party in respect of the performance of any obligation

25

hereunder or enforcement of any right arising from this Agreement and no single or

partial exercise of any right by any Party shall under any circumstances be

construed to be an implied consent by such Party or operate as a waiver or a

novation of, or otherwise affect any of that Party's rights in terms of or arising from

this Agreement or estop such Party from enforcing, at any time and without notice,

strict and punctual compliance with each and every provision or term hereof.

1

APPENDIX 1

PRODUCT SPECIFICATIONS

Note - All values typical unless otherwise indicated.

APPENDIX 2

COLLECTION INSTRUCTIONS

1

APPENDIX 2

COLLECTION INSTRUCTIONS

1 It shall be the responsibility of the Purchaser to ensure that all legislation applicable to

road transportation is at all times complied with by the Purchaser, or where applicable,

the Purchaser's employees, agents or assigns (“Purchaser”).

2 All collections are to be routed via the Stores Department of the Seller. A delivery note,

signed by the Seller and accompanied by the waybill indicating the mass, shall be in

possession of any person transporting any collected Product.

3 The Seller reserves the right at all times to inspect the vehicles, plant and equipment

brought onto or used on the Site by the Purchaser and to check that their condition is of

such a nature that it does not constitute a danger to persons and property. Any defects

identified must be rectified by the Purchaser without delay and the use of defective

vehicles, plant and equipment will be suspended until having been repaired or rectified.

4 The Seller shall not be liable for any breakdown, repairs etc. to the Purchaser’s vehicles,

plant and equipment.

5 The Purchaser shall ensure that all its drivers at all times while on duty are in possession

of -

5.1 a valid South African or international driver's license; and

5.2 identity document,

and that copies of same are available for inspection by the Seller, on demand.

6 Overtaking by any vehicle of another vehicle which is travelling in excess of 30 (thirty)

kilometres per hour is not permitted.

7 Stopping on the side of the road is not permitted except in the case of emergency, in

which event, warning triangles must be displayed 40 (forty) metres in front of and 40

(forty) metres behind the vehicle.

2

8 Haulage speed is limited to 60 (sixty) kilometres per hour and on wet roads or in wet

weather limited to 40 (forty) kilometres per hour.

9 The Purchaser shall ensure that its drivers do not convey unauthorised passengers in its

vehicles or allow such persons to thus enter the Site of the Seller. Only authorised

passengers are allowed onto the Purchaser's vehicles who are limited to -

9.1 agents, sub-contractors or employees of the Purchaser; and

9.2 agents, sub-contractors or employees of the Seller who, at the request of the Seller,

have received written permission from the Purchaser to travel on these vehicles.

10 The Purchaser shall ensure that all drivers when reporting for duty are physically capable

of safely operating the specific vehicles, plant and equipment assigned to them.

11 The Purchaser shall ensure that no driver operates any vehicle, plant and/or equipment

whilst under the influence of alcohol or any narcotic drug.

12 The Seller reserves the right to stop and inspect any vehicle to determine whether it is in

a roadworthy condition and/or to conduct an alcohol test on drivers and/or passengers.

13 All injuries, accidents and incidents are to be immediately reported to the Seller or its

authorised nominee.

14 The Seller is not liable for damage caused by collisions between the Purchaser's vehicles

and other vehicles, persons or animals on the Site.

15 A gate release is needed for the removal from the Site of any Product.

16 The Purchaser shall ensure that its vehicles are equipped with fire extinguishers and that

such fire extinguishers have undergone routine maintenance and servicing, as set out in,

conforming to and in accordance with the following SABS standards and Codes of

Practice:

16.1 SABS 889 - 1973 (as amended) Portable Fire Extinguishers Water Type.

3

16.2 SABS 810 - 1985 (as amended) Portable, Rechargeable Dry Powder Fire

Extinguishers.

16.3 SABS 1151 - 1989 (as amended) Portable, Rechargeable Fire Extinguishers of the

Halogenated Hydro Carbon Type.

16.4 SABS 0105 - 1988 Part 1 & 2 (as amended) The classification, use and routine

maintenance of Fire Fighting Appliances, Part 1 - Portable Fire Extinguishers,

Part 2 - Fire Hose Reels.

16.5 SABS 1475 - 1989 Part 1 (as amended) The production of reconditioned Fire

Fighting Equipment, Part 1 – Portable Fire Extinguishers.

17 It shall be the Purchaser's responsibility to ensure that spillage is kept to a minimum.

Spillage as a result of any activities, directly or indirectly, is to be reclaimed and is to be

brought back by the Purchaser to a point as designated by the Seller, at no charge to the

Seller. All Product salvaged by the Purchaser during cleaning and clearing up of the

spillage shall remain the property of the Seller.