DRAFT 27 January 201514

THROUGHPUT AGREEMENT

between

SASOL OIL (PROPRIETARY) LIMITED

Registration number: 1981/007622/07

(herein referred to as the "Host")

and

GUEST Registration number: ………………. (herein referred to as the "Guest")

in respect of the

NATCOS PETROLEUM PRODUCT TANK CAPACITY

TABLE OF CONTENTS

1 INTERPRETATION ........................................................................................................ 1

2 SCOPE OF AGREEMENT ............................................................................................. 6

3 COMMENCEMENT AND DURATION ........................................................................... 7

4 SERVICES ..................................................................................................................... 7

5 POWER OF ATTORNEY ............................................................................................. 11

6 BREAKDOWNS AND UNINTENDED CAPACITY CONSTRAINTS .......................... 11

7 ADHERENCE TO APPLICABLE LAWS AND RULES .............................................. 12

8 VETTING OF SHIPS .................................................................................................... 12

9 IMPORT SPECIFICATIONS ........................................................................................ 13

10 RISK ............................................................................................................................. 14

11 PETROLEUM PRODUCT THROUGHPUT AND VOLUME RECONCILIATION ........ 14

12 BREACH ...................................................................................................................... 16

13 TERMINATION ............................................................................................................ 16

14 DISPUTE RESOLUTION ............................................................................................. 17

15 FORCE MAJEURE ...................................................................................................... 18

16 DOMICILIA AND NOTICES......................................................................................... 19

17 ASSIGNMENT ............................................................................................................. 21

18 RELATIONSHIP BETWEEN THE PARTIES .............................................................. 21

19 WHOLE AGREEMENT ................................................................................................ 21

20 WAIVER ....................................................................................................................... 21

21 SEVERABILITY ........................................................................................................... 21

22 INSURANCE ................................................................................................................ 22

23 LIABILITY AND INDEMNITY ...................................................................................... 22

24 CONFLICT OF INTEREST .......................................................................................... 23

25 ARBITRATION ............................................................................................................ 23

26 COMMERCIAL TERMS ............................................................................................... 24

27 CONFIDENTIALITY ..................................................................................................... 27

1 DIESEL SPECIFICATIONS ......................................................................................... 30

2 PETROL SPECIFICATIONS ....................................................................................... 31

ANNEXURE

ANNEXURE "1" : PRODUCT SPECIFICATIONS

ANNEXURE "2" : VESSEL VETTING REQUIREMENTS

ANNEXURE "3" : IV9 VETTING REQUIREMENTS

ANNEXURE "4" : GUIDELINE TO LICENSEE VETTING REQUIREMENTS

ANNEXURE "5" : SASOL DISCHARGE PROCEDURE

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1 INTERPRETATION

1.1 In this Agreement and the Annexures to this Agreement:

1.1.1 clause headings are provided for convenience only and shall not be used in its

interpretation; and

1.1.2 an expression, which denotes:

1.1.2.1 any gender includes the other two genders;

1.1.2.2 a natural person includes a juristic person and vice versa; and

1.1.2.3 the singular includes the plural and vice versa.

1.2 In this Agreement, unless the context indicates a contrary intention, the following

words and expression bear the meanings assigned to them and cognate

expressions bear corresponding meanings:

1.2.1 "Acceptable Losses" means the volume of losses of Petroleum Products that

the oil industry accepts as normal losses in a storage facility, which in the case

of diesel is 0.15% (zero point one five percent) and in the case of petrol is

0.25% (zero point two five percent) of the volume of Petroleum Product in

question;

1.2.2 "Aggregate Capacity" means the aggregate tank capacity at the Natcos

Facility when the tank is not in use;

1.2.3 "Agreement" means this throughput agreement, together with the annexures

hereto;

1.2.4 "Available Capacity" means so much of the Host Capacity as is not in use

either by the Host or by a third party from time to time;

1.2.5 "BFP" means the basic fuel price as recommended by the DoE from time to

time;

1.2.6 "Discharge Supervisor" means the appointed person responsible for

Supervising marine tanker cargo operations at IV9;

1.2.7 "DOE" means the Department of Energy;

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1.2.8 "Duties" depending on the context and for the purpose of this Agreement,

means either the duty-at-source ("DAS") system, comprising the Fuel Levy,

Road Accident Fund Levy and Excise Duty as defined in the Customs and

Excise Act (No. 91 of 1964), utilised by SARS as a means of assessing duties

payable in respect of locally manufactured Petroleum Products or the actual

excise duties payable under the duty-at-source system;

1.2.9 "Effective Date" means …………………., notwithstanding the date of

signature of this Agreement by the Parties;

1.2.10 "Final Valve" means the last valve within the Natcos battery limit, after which

the pipeline is outside of the Natcos Facility enroute to the Transnet pump

station;

1.2.11 "Host Capacity" means 63.64% (sixty three point six four percent) of the

Aggregate Capacity, being the percentage of the Aggregate Capacity which

the Host is entitled to use;

1.2.12 "Independent Expert" means such professionally qualified marine surveyor

as may be agreed between the Parties, or failing agreement within 5 (five)

business days from the date of request by any Party for such Agreement,

appointed by the Chairman for the time being of the Durban branch of the

Society of Master Mariners provided that the person so appointed shall be a

professionally qualified marine surveyor with at least 15 (fifteen) years marine

surveying experience in the oil industry;

1.2.13 "Independent Surveyors" means a professionally qualified marine surveyor

appointed by the Guest from a list of marine surveyors approved by Natcos

from time to time, the costs associated with such appointment being for the

account of the Guest;

1.2.14 "IVT Facility" means the bulk storage facility operated by TSA in the port of

Durban in the Republic of South Africa;

1.2.15 "IV9" means Berth 9 located at the Port of Durban, Island View;

1.2.16 "Levies" means any slate levy, pipeline levy or other applicable levies

applicable in the context of this Agreement, as determined by DoE or any

other government agency from time to time;

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1.2.17 "Licensees" means both the Host and TSA;

1.2.18 "Natcos" means the unincorporated joint venture between the Licensees;

1.2.19 "Natcos Facility" means the bulk storage and supply facility jointly owned by

the Licensees in terms of a separate joint venture agreement and operated by

Natcos, situated at the Fynnlands site in the port of Durban in the Republic of

South Africa;

1.2.20 "NERSA", means the National Energy Regulator of South Africa;

1.2.21 "Petroleum Product" means both diesel and petrol products conforming to

the Specifications;

1.2.22 "Parties" means the Host and the Guest collectively and "Party" means any

one of the Parties as the context in which it is used may indicate;

1.2.23 "Planning Process" means the rolling 6 (six) month planning process

conducted by the Licensees each month so as to ensure that the Aggregate

Capacity is never exceeded, which process takes account of planned receipts,

deliveries and maintenance at the Natcos Facility (amongst other things);

1.2.24 "Prime Rate" means the publicly quoted basic rate of interest, compounded

monthly in arrears and calculated on a 365 (three hundred and sixty five) day

year irrespective of whether or not the year is a leap year, from time to time

published by Absa Bank Limited as being its prime overdraft rate, as certified

by any representative of that bank whose appointment and designation it will

not be necessary to prove;

1.2.25 "Quality Certificate" means the documentation generated by Independent

Surveyors, which sets out the quality of the Petroleum Product;

1.2.26 "Quantity Certificate" means the quantity certificate (being the SARS

approved P201 document) generated by Natcos and verified by the

Independent Surveyors which sets out the volume of the Petroleum Product;

1.2.27 "Request" means each ad hoc written request delivered by the Guest to the

Host, in accordance with the provisions of this Agreement, in terms of which

the provision of the Services is formally requested by the Guest, which request

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must be in such form as the Host may reasonably require from time to time

and must at least specify –

1.2.27.1 the type, quantity, quality and grade of Petroleum Product in respect of

which the Services are being requested;

1.2.27.2 the date on which the applicable Petroleum Product is expected to arrive at

IV9; and

1.2.27.3 the Guest's despatch plan in respect of the applicable Petroleum Product

from the Natcos Facility;

1.2.28 "SARS" when used as an acronym, means South African Revenue Services;

1.2.29 "Services" means making the Available Capacity (if any) available to the

Guest and the receipt, storage, despatching and handling of the Guest's

Petroleum Product by the Host at the Natcos Facility, as contemplated in

clause 4;

1.2.30 "Signature Date" means the date of signature of this Agreement by the Party

last signing;

1.2.31 "Specifications" means the product specifications in respect of the Petroleum

Products contained in Annexure 1, as may be updated by the Host from time

to time by way of 60 (sixty) days' prior written notice to the Guest;

1.2.32 "Transnet" means Transnet SOC Ltd, registration number 1990/000900/30;

1.2.33 "Transnet Pipe Line" means the multi-product pipeline operated and

maintained by Transnet; and

1.2.34 "TSA" means Total South Africa (Proprietary) Limited, registration number

1954/003325/07.

1.3 Any substantive provision conferring rights or imposing obligations on any Party

in this clause 1 shall be given effect to as if it were a substantive provision in the

body of this Agreement.

1.4 Words and expressions defined in any clause shall, unless the application of any

such word or expression is specifically limited to that clause, bear the meaning

assigned to such word or expression throughout this Agreement.

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1.5 Any reference to a calendar month shall be construed as meaning one of the

twelve months into which the year is divided according to the calendar (that is,

January, February, etc).

1.6 Any reference to a calendar year shall mean a period of twelve consecutive

calendar months commencing with January.

1.7 No provision herein shall be construed against or interpreted to the disadvantage

of any Party by reason of such Party having or being deemed to have structured,

drafted or introduced such provision and the contra proferentem rule shall thus

not apply.

1.8 The euisdem generis rule shall not apply and whenever a term is followed by the

word "including" which is then followed by specific examples, such examples

shall not be construed so as to limit the meaning of that term.

1.9 Unless specifically otherwise provided, all amounts in this Agreement are

exclusive of value added tax ("VAT") and the Party liable to pay any amount shall

also be liable to pay such VAT if payment thereof is required in terms of the laws

of the Republic of South Africa.

1.10 This Agreement incorporates the Annexure/s to this Agreement which

Annexure/s has the same force and effect as if set out in the body of this

Agreement. In the event of any conflict between this Agreement and any

Annexure, the terms of this Agreement will prevail. In such event, the validity of

the Annexure shall not be affected. In this Agreement the words "clause" or

"clauses" and "Annexure" refer respectively to clauses, and Annexure/s, of this

Agreement.

1.11 Any reference to a business day shall be construed as meaning a day other than

a Saturday, Sunday or public holiday in the Republic of South Africa and for this

purpose "public holiday", in relation to any obligation, shall mean a public holiday

for the time being established or proclaimed as such in accordance with the

provisions of the relevant legislation applicable at the place for performance of

such obligation.

1.12 Any reference to a day shall be construed as a period of 24 (twenty-four) hours

from midnight to midnight, and any reference to a period reckoned as a number

of days, shall be calculated by excluding the first day, and including the last day.

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Provided that if the last day of such period would not be a business day then

such period shall extend to, and shall include, the first business day thereafter.

1.13 Where the day upon or by which any act is required to be performed is not a

business day, the Parties shall be deemed to have intended such act to be

performed on the following business day.

1.14 Whenever any person is required to act "as an expert and not as an arbitrator" in

terms of this Agreement, then –

1.14.1 the determination of the expert shall (in the absence of manifest error) be final

and binding;

1.14.2 subject to any express provision to the contrary, the expert shall determine the

liability for his or its charges, which shall be paid accordingly;

1.14.3 the expert shall be entitled to determine such methods and processes as he or

it may, in his or its sole discretion, deem appropriate in the circumstances

provided that the expert may not adopt any process which is manifestly

biased, unfair or unreasonable;

1.14.4 the expert shall consult with the relevant Parties (provided that the extent of

the expert's consultation shall be in his or its sole discretion) prior to rendering

a determination; and

1.14.5 having regard to the sensitivity of any confidential information, the expert shall

be entitled to take advice from any person considered by him or it to have

expert knowledge with reference to the matter in question.

2 SCOPE OF AGREEMENT

2.1 The Host is one of the joint owners of the Natcos Facility, which it uses to

receive, store, handle and despatch Petroleum Products in bulk for its own

requirements and those of third parties.

2.2 The Guest is desirous of procuring the Services from the Host, as an

independent contractor.

2.3 The Host hereby agrees to render the Services to the Guest in accordance with

the terms and conditions set out in this Agreement.

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2.4 For clarification and for the avoidance of doubt, the Parties agree that:

2.4.1 the Natcos Facility is not intended to serve as a storage facility for the Guest's

Petroleum Product (either on a permanent or temporary basis), but is merely

intended to serve as a conduit for the such Petroleum Product from time to

time and subject to the terms and conditions set out in this Agreement; and

2.4.2 no provisions of this Agreement shall be deemed to be a warranty, guarantee

or any other form of representation or undertaking by the Host to the Guest

that there shall be any Available Capacity at any time during the course of this

Agreement and accordingly, each Request shall be considered on a case by

case basis by the Host in accordance with the provisions of clause 4.

3 COMMENCEMENT AND DURATION

This Agreement shall commence on the Effective Date and shall continue in full

force and effect for a period of 12 (twelve) months, unless terminated earlier by

either Party in terms of clause 13.

4 SERVICES

4.1 The Host hereby agrees to render the Services to the Guest in accordance with

the provisions of this Agreement, for which Services the Guest will pay the Host

the tariff fee as set out in this Agreement.

4.2 The rendering of the Services by the Host shall be negotiated on a case by case

basis, subject always to the Host's assessment of the Available Capacity in terms

of clause 4.3.

4.3 In terms of each Request, the Host shall be entitled to decide, in its sole and

absolute discretion, whether or not to accept the Petroleum Product which is the

subject of the applicable Request, having regard (amongst other things) to the

Available Capacity (if any) at the time of receipt of the applicable Request as well

as the forecasts in respect of the Available Capacity, formulated as part of the

Planning Process.

4.4 Unless the Host agrees in writing within 30 (thirty) days of receipt of the

applicable Request ("Acceptance") to accommodate the Petroleum Product (or a

portion thereof) which is the subject of the applicable Request, the Host shall be

under no obligation whatsoever to accept any of the Guest's Petroleum Product

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at the Natcos Facility. In the event that the Host elects to issue an Acceptance to

the Guest in respect of any Request, the Host's obligation to accept the

applicable Petroleum Product from the Guest shall be subject to the terms and

conditions as to quantity, time of delivery and time of despatch specified in the

applicable Acceptance.

4.5 Once the Host has issued an Acceptance, the Host shall ensure that there is

adequate Available Capacity to receive the Petroleum Product which is the

subject of the applicable Acceptance within the timeframe specified in that

Acceptance.

4.6 In order to maximise the likelihood of there being sufficient Available Capacity to

accommodate a Request (or part thereof), the Guest should comply with the

following indicative timeline:

M+6: Guest to provide an indication of tank capacity requirements and a

draft import plan.

M+3: Guest to provide a formal Request.

M+1: Guest to confirm final receipt and despatch plans (including the time

of arrival of each vessel).

4.7 For purposes of the indicative timeline contained in clause 4.6, "M + n" indicates

the number of months in advance of the anticipated date of arrival of the guest's

Petroleum Product at IV9. For example, "M + 6" (n = 6) will mean 6 (six) months

before the anticipated date of arrival of the Guest's Petroleum Product, and

"M + 1" (n = 1) will be 1 (one) month prior to such anticipated arrival date.

4.8 In order for a Request to be considered, the information specified in the timeline

contained in clause 4.6 must be provided to the Host before the 20th (twentieth)

day of the applicable month, so that the Host may collate such information into a

daily stock rights progression and feasibility report for further consideration.

4.9 Without detracting from the abovementioned provisions of this clause 4 and due

to the fact that the Licensees do not discriminate between third party applicants

and due to the fleeting nature of Available Capacity, the Guest needs to issue

each Request to the Host as soon as possible. Access to the Natcos Facility is

granted on a "first come, first serve" basis with no exclusivity, right of first refusal

or any other similar right being afforded to the Guest in terms of this Agreement,

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except where such allocation would be in contravention of applicable laws or in

contravention of national security.

4.10 The Guest acknowledges that, as part of the Host rendering the Services,

Petroleum Products of a similar specification will be co-mingled by the Host at the

Natcos Facility, regardless of the source and/or ownership of such Petroleum

Products. Accordingly, neither the Guest nor any third party which owns any

Petroleum Product at the Natcos Facility can claim any ownership or other

entitlement to the Petroleum Product (or any portion thereof) contained in a

particular tank of Petroleum Product. Ownership of Petroleum Product will be

determined and recorded according to the type and quantity of Petroleum

Product in question, and not necessarily by reference to a specific tank at the

Natcos Facility. Subject to the forgoing provisions of this clause 4.10, it is

recorded that ownership of the Guest's Petroleum Product will not pass to the

Host at any time by virtue of the rendering of the Services to the Guest by the

Host.

4.11 The Guest further acknowledges that the Natcos Facility does not have a gantry

with loading facilities. Accordingly, Petroleum Product can only be moved out of

the Natcos Facility by the Transnet Pipeline.

4.12 The Guest shall be responsible for arranging all delivery and movement, and

shall also bear all the cost pertaining to all delivery and movement, of its

Petroleum Product to the point of risk transfer contemplated in clause 10.1.1 and

from the point of risk transfer contemplated in clause 10.1.2.

4.13 Any of the Guest's Petroleum Product that is accommodated at the Natcos

Facility will be despatched in accordance with the despatch plan ("Despatch

Plan") which is provided to the Host by the Guest as part of the applicable

Request. The Guest shall be obliged to, and warrants to the Host that it will, do

or procure the doing of all such things as may be required in order for the Guest's

Petroleum Product to be despatched from the Natcos Facility in accordance with

the applicable Despatch Plan.

4.14 Notwithstanding the provisions of clause 15, in the event that there is a deviation

from the Despatch Plan, which deviation results in the Licensees being unable to

meet their scheduled commitments as contemplated in the Planning Process, the

Guest accepts full liability for and indemnifies the Host against all claims arising

directly or indirectly from or in connection with such deviation, irrespective of

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whether the claims arise in contract, delict, statute or from strict liability and

including all direct and indirect, special and consequential damages, loss, costs

(including legal costs on the attorney and own client scale and on a full indemnity

basis), interest, fines, penalties, demurrage on all affected vessels, loss of

contract, profit, production, interruption or cessation of production or operation.

4.15 If the Host is unable to receive the Guest's Petroleum Product in accordance with

an Acceptance due to the noncompliance by the Guest with the provisions of this

Agreement and/or with the terms of the applicable Request, the Guest waives

any claim which it may have against the Host in respect of the provision of the

corresponding Services.

4.16 In the event that there is a deviation from the Despatch Plan and such deviation

is not rectified by the Guest within 7 (seven) days of receipt by the Guest of a

written notice from the Host requesting such rectification (or such longer period

as the Host may specify in such notice), the Host shall be entitled, without

derogating from any other remedies which the Host may be entitled to pursue in

law and/or in terms of this Agreement, to –

4.16.1 sell the Guest's Petroleum Product which is not despatched from the Natcos

Facility in accordance with the applicable Despatch Plan in such manner by

public auction or by private treaty, at the best price realisable under the

circumstances, and further on such terms as may appear to the Host to be

most expedient;

4.16.2 institute legal proceedings which the Host may deem necessary in connection

therewith;

4.16.3 give good, valid and sufficient receipts and discharges for the purchase price

or proceeds of such Petroleum Product; and

4.16.4 effect transfer of and convey valid title to such Petroleum Product on behalf of

Guest.

4.17 The proceeds received by the Host in respect of the sale of the applicable

Petroleum Product in accordance with the provisions of clause 4.16 shall be

applied by the Host towards the discharge of the Guest's obligations to the Host

in terms of clause 4.14 and all reasonable costs and expenses incurred by the

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Host in connection with such sale. The balance, if any, of such proceeds will be

paid by the Host to the Guest.

5 POWER OF ATTORNEY

The Guest hereby irrevocably nominates, constitutes and appoints the Host (acting

through an agent or any representative of the Host holding office from time to time)

with power of substitution, to be its true and lawful attorney to do all such things and

to complete and sign all such documents, for so long as this Agreement remains in

force, for the purposes of implementing and giving effect to the provisions of clauses

4.16 and 4.17, and for all purposes incidental thereto.

6 BREAKDOWNS AND UNINTENDED CAPACITY CONSTRAINTS

6.1 From time to time events may occur (such as, but not limited to, breakdowns

and/or emergency maintenance procedures in respect of the Natcos Facility) that

limit or eliminate the Available Capacity on short notice ("Capacity Constraint

Event"). The Host will communicate the occurrence of a Capacity Constraint

Event to the Guest as soon as reasonably possibly after the Host becomes

aware thereof.

6.2 The Host will use its reasonable commercial endeavours to try to accommodate

each Request in respect of which an Acceptance has already been issued by the

Host at the time of occurrence of the Capacity Constraint Event for the duration

of a Capacity Constraint Event, but does not in any way guarantee, warrant or

otherwise represent to the Guest that it will be able to find alternate capacity or

that it will be able to render the Services in respect of the applicable Petroleum

Product for so long as the Capacity Constraint Event continues.

6.3 Although the Host will use its reasonable commercial endeavours to resolve the

Capacity Constraint Event as soon as practically possible, it may nevertheless

become necessary for the Guest to find alternative facilities for the receipt,

storage, despatching and handling of its Petroleum Product for so long as the

Capacity Constraint Event continues. The Host will attempt to assist the Guest in

finding such alternative facilities, but the accountability and responsibility for

finding such alternative facilities will rest with the Guest. Any and all costs of any

nature whatsoever incurred by the Guest as a result of or in connection with a

Capacity Constraint Event (whether in connection with the use of alternate

facilities in respect of the affected Petroleum Product or otherwise) shall be for

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the account of the Guest and the Guest shall have no claim of any nature

whatsoever against the Host in respect thereof.

6.4 The Host shall not be liable to the Guest for any loss or damage of any nature

whatsoever incurred or suffered by the Guest as a result of or attributable to

defaults in performance by the Host under this Agreement as a direct or indirect

result of a Capacity Constraint Event.

7 ADHERENCE TO APPLICABLE LAWS AND RULES

7.1 The Guest warrants to and in favour of the Host that it is and will at all times while

utilising the Services be in compliance with all laws, regulations, guidelines and

policies applicable to the importation and distribution of Petroleum Products,

including, but not limited to, all SARS, DoE, NERSA and Department of Trade

and Industry requirements (including, but not limited to, having in place all of the

relevant licenses, permits and other consents and approvals required from time

to time in order to import and distribute Petroleum Product).

7.2 In addition, the Guest indemnifies and holds Sasol harmless against any claims

of any nature whatsoever (whether arising in contract, delict, from statute or strict

liability) arising out of or in connection with non-compliance by the Guest with the

provisions of clause 7.1, including but not limited to claims for damages, loss,

costs (including legal costs on the attorney and own client scale and on a full

indemnity basis), fines, interest and penalties.

7.3 The Guest must at all times adhere to Natcos’s safety, health, environmental and

quality rules, guidelines and policies, as such rules, guidelines and policies may

be amended or replaced by Natcos from time to time by written notice to the

Guest. By signing this Agreement, the Guest acknowledges that it has read and

understood the version of such rules, guidelines and policies which is in place as

at the Signature Date.

8 VETTING OF SHIPS

8.1 The Host shall only accept Petroleum Product from the Guest at the Natcos

Facility via ship, and not from a third party storage facility which is linked to the

Natcos Facility by pipe.

8.2 Each of the Guest's vessels must comply with the following vetting requirements

–

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8.2.1 the vetting requirements for the vessel and for IV9, as specified in Annexures

2 and 3 respectively (each of which may be amended or replaced by the Host

from time to time by way of written notice to the Guest); and

8.2.2 the vetting requirements of each of the Licensees, from time to time.

8.3 The criteria contained in Annexure 4 are offered as guidance as to the

acceptability of the Guest's vessels by the Licensees, but shall not in any way be

deemed to be a conclusive and/or finite list of either of the Licensees' vetting

requirements (which requirements are subject to change at any time and from

time to time at the applicable Licensee's sole and absolute discretion, without the

need to provide notice of such changes to the Guest).

9 IMPORT SPECIFICATIONS

9.1 The Guest must ensure that its Petroleum Products comply with the

Specifications in order for such Petroleum Products to be discharged by the

Guest into the Natcos Facility.

9.2 Samples of the Guest's Petroleum Product shall be drawn by the Guest from the

vessel tanks at the time that the applicable vessel is loaded with Petroleum

Product and again immediately before discharge into the Natcos Facility

commences and such samples will be tested by the Independent Surveyors as

for critical analysis as per the Host's discharge procedure contained in

Annexure 5 (which may be amended or replaced by the Host from time to time by

way of written notice to the Guest) to prevent and/or eliminate the risk of

contaminating the Petroleum Product volume at the Natcos Facility immediately

before the Guest's Petroleum Product is discharged into the Natcos Facility.

9.3 If the Guest's Petroleum Product does not meet the Specifications, the Host shall

have the sole and absolute discretion to reject receipt of that Petroleum Product

and to refuse to allow it to be discharged into the Natcos Facility without incurring

any liability whatsoever to the Guest, in which event the Guest will be obliged to

immediately remove such Petroleum Product by ship or other means from IV9 at

the Guest’s own cost. Any other arrangements between the Host and the Guest

regarding the correction of the Petroleum Product to meet the Specifications shall

be the subject of a separate written agreement, the agreed principle being that

any such correction would be done at the sole risk and at the cost of the Guest.

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9.4 The Guest shall submit the Quality Certificate prepared at the point of loading the

applicable Petroleum Product into the relevant vessel, as well as the Quality

Certificate prepared at IV9, prior to discharge of the applicable Petroleum

Product into the Natcos Facility, in order for the Host to determine whether the

Petroleum Product meets the Specifications.

10 RISK

10.1 Save as is otherwise expressly provided for in this Agreement –

10.1.1 all risk in and to the Guest's Petroleum Product shall pass from the Guest to

the Host once the applicable Petroleum Product passes the off-loading arms

at IV9; and

10.1.2 the risk in and to the applicable Petroleum Product shall pass from the Host

back to the Guest immediately after such Petroleum Product leaves the Final

Valve.

10.2 Without detracting from the provisions of clause 10.1, the Guest is responsible for

any and all incidents that may occur outside of the risk transfer points described

in clause 10.1, including (but not limited to) clean up, related costs, rehabilitation

etc.

11 PETROLEUM PRODUCT THROUGHPUT AND VOLUME RECONCILIATION

11.1 The volume of the Guest's Petroleum Product received at the Natcos Facility

shall be measured by Natcos under the supervision of the Independent

Surveyors by way of tank dips before and after the applicable Petroleum Product

has been discharged from the Guest's vessel into the applicable Petroleum

Product tanks at the Natcos Facility. The Parties agree that the Quantity

Certificate setting out the final volume of Petroleum Product received at the

Natcos Facility shall be final and binding on the Parties, in the absence of

manifest error.

11.2 The Guest will be responsible for the appointment of the Discharge Supervisor,

who must be approved by Natcos. The Guest shall be liable for any and all costs

specified by and payable to the Discharge Supervisor pertaining to the

appointment of the Discharge Supervisor.

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11.3 The Guest must confirm in writing to the Host, prior to the Guest's Petroleum

Product being discharged into the Natcos Facility, that Transnet has given a firm

commitment to accept injections of the Guest's Petroleum Product into the

Transnet Pipe Line on the dates specified in the Despatch Plan. The Host will not

be obliged to request such written confirmation from the Guest, or to ascertain

whether such firm commitment has in fact been given by Transnet.

11.4 A line flush is required before every injection into the Transnet Pipe Line ("Line

Flush"). The Line Flush is a Transnet requirement to ensure that Petroleum

Product that enters the Transnet Pipe Line is not contaminated. The Line Flush

is essentially a header volume that must not enter the Transnet Pipe Line, but is

rather taken to an alternate storage location ("Line Flush Storage Facility"). As

at the Signature Date, the only Line Flush Storage Facilities which are linked to

the Natcos Facility are the IVT Facility and the facilities operated by the other

coastal oil companies (it being recorded that the Natcos Facility cannot

accommodate the Line Flush). The Guest is responsible for making and

procuring the making of all relevant arrangements for each Line Flush to be

received by an appropriate Line Flush Storage Facility on the dates specified in

the applicable Despatch Plan. The Guest shall provide the Host with written

confirmation upon receipt of a firm commitment from the applicable Line Flush

Storage Facility that it will accept the Line Flush on the dates specified in the

applicable Despatch Plan. The Host will not be obliged to request such written

confirmation from the Guest, or to ascertain whether such firm commitment has in

fact been given by a Line Flush Storage Facility. The Guest is also responsible

for the recovery of the applicable Line Flush from the corresponding Line Flush

Storage Facility.

11.5 The Guest shall be entitled to receive back 100% (one hundred percent) of the

volume of Petroleum Product which was accommodated by the Host at the

Natcos Facility, minus the Acceptable Losses and less the Line Flush.

11.6 The volume of Petroleum Product transferred back to the Guest shall be

measured by Natcos under the supervision of the Independent Surveyors by way

of tank dips at the Natcos Facility before and after the transfer of the applicable

Petroleum Product. The Independent Surveyors' Quantity Certificate setting out

the final volume of Petroleum Product dispatched by the Host from the Natcos

Facility for the benefit of the Guest shall be final and binding on the Parties, in the

absence of manifest error.

16

11.7 As soon as reasonably and practically possible after the completion of each

Request in respect of which an Acceptance was issued, a reconciliation

("Reconciliation") of the aggregate volume of Petroleum Product received by the

Host from the Guest at the Natcos Facility as per the signed Quantity Certificate

issued in terms of clause 11.1 and the aggregate volume of Petroleum Product

returned to the Guest by the Host from the Natcos Facility as per the signed

Quantity Certificate issued in terms of clause 11.6 (plus all the Acceptable

Losses and plus all applicable Line Flushes as per the applicable Quantity

Certificate) will be completed. Any volume differences identified in the

Reconciliation will be settled by one Party to the other through the repayment of

the applicable physical Petroleum Product volumes. If volume repayment is not

feasible, the Parties shall agree on an appropriate commercial settlement. If the

Parties fail to reach a commercial settlement within a reasonable period of time,

then settlement will be made in accordance with the average BFP prices for the

specific Petroleum Product for the period during which the Services in respect of

the applicable Request were rendered.

12 BREACH

Should a Party ("Defaulting Party") commit a breach of any of the terms of this

Agreement which can be remedied, and remain in default after receipt by the

Defaulting Party of written notice from the other Party ("Aggrieved Party") calling

for such breach to be remedied within 5 (five) business days after the Aggrieved

Party delivered such notice, such Aggrieved Party will be entitled, without prejudice

to any other rights it may have hereunder or in law, to terminate this Agreement with

immediate effect and by written notice to that effect given to the Defaulting Party. In

the event that any breach cannot be remedied within the aforesaid period or at all,

the Aggrieved Party shall be entitled, without prejudice to any rights it may have in

law or in this Agreement, to summarily terminate this Agreement.

13 TERMINATION

13.1 In addition to the termination of this Agreement as contemplated in clause 12 -

13.1.1 each Party shall be entitled to terminate this Agreement at any time by giving

the other Party 30 (thirty) days' prior written notice of termination (the Parties

hereby acknowledging that this is a reasonable period); and

13.1.2 this Agreement shall automatically terminate with immediate effect in the event

17

that access to the Transnet Pipe Line from the Natcos Facility is discontinued

for any reason whatsoever.

13.2 Notwithstanding any termination of this Agreement, the provisions of this

Agreement will continue to be of full force and effect in respect of –

13.2.1 any of the Guest's Petroleum Product which is still located at the Natcos

Facility following such termination and will continue to apply thereto until such

time as the applicable Petroleum Product is no longer located at the Natcos

Facility; and

13.2.2 the Petroleum Product which is the subject of a Request in respect of which

the Host has issued an Acceptance in accordance with the provisions of

clause 4.4 prior to such termination of this Agreement, and will continue to

apply thereto until such time as the Host has discharged all of its obligations to

the Guest in respect of such Petroleum Product in accordance with the terms

and conditions contained in this Agreement.

14 DISPUTE RESOLUTION

14.1 Quality Disputes

14.1.1 In the event of a dispute regarding the quality of the Petroleum Product being

delivered by the Guest to the Host at the Natcos Facility, the Parties shall use

their reasonable commercial endeavours to resolve the dispute within 5 (five)

business days of the dispute having been brought to the attention of the Party

which is not raising the dispute.

14.1.2 Should the Parties be unable to resolve the dispute during the

abovementioned period then either of the Parties may refer the dispute to the

Independent Expert, who shall act as an expert and not as an arbitrator.

14.1.3 Notwithstanding anything to the contrary in this agreement, the provisions of

this clause 14.1 shall remain in force notwithstanding the termination,

cancellation, invalidity, unlawfulness or unenforceability of this Agreement or

of any of the provisions thereof.

14.2 Other Disputes

18

14.2.1 Any disputes, other than a dispute referred to in clause 14.1, which arises

between the Parties shall be referred to the persons nominated by each of the

Parties from time to time as the relationship manager in respect of this

Agreement ("Relationship Managers") who will use their reasonable

commercial endeavours to resolve the dispute within 15 (fifteen) days of the

dispute having been referred to them.

14.2.2 Should the respective Relationship Managers be unable to resolve the dispute

in accordance with the aforegoing, such dispute shall be referred to the

persons appointed by each of the Parties from time to time as the managing

director in respect of the division under which this Agreement falls (or their

respective nominees) ("Managing Directors") who will use their reasonable

commercial endeavours to resolve the dispute within 15 (fifteen) days of the

dispute having been referred to them.

14.2.3 In the event of the Managing Directors being unable to resolve the dispute in

accordance with the aforegoing, then either of the Parties may refer the

dispute to arbitration as contemplated in clause 25.

14.2.4 Notwithstanding anything to the contrary in this agreement, the provisions of

this clause 14.2 shall remain in force notwithstanding the termination,

cancellation, invalidity, unlawfulness or unenforceability of this Agreement or

of any of the provisions thereof.

15 FORCE MAJEURE

15.1 Neither Party shall be liable to the other for the loss or damage of any nature

whatsoever incurred or suffered by a Party because of delays or defaults in

performance under this Agreement caused by circumstances beyond its control,

and without its fault or negligence, including but not restricted to acts of God,

perils of navigation, floods, fire, war (declared or undeclared), hostilities,

executive or administrative orders or acts of either general or particular

application of any government or of any officer or agent acting under the authority

of such government, blockade, labour disturbance, strikes, riot, quarantine

restrictions, earthquakes, load shedding, power failures/outages or expropriation.

15.2 If a Party is by reason of force majeure prevented from fulfilling its obligations

under this Agreement the Party so prevented shall without delay notify the other

19

in writing to that effect. The Parties shall then promptly meet with a view to

reducing or mitigating the effects of the force majeure.

15.3 A Party who alleges the existence of force majeure shall have the burden of

providing the existence of such force majeure.

15.4 A Party who, because of force majeure, fails to perform in whole or in part its

obligations under this Agreement, shall use its reasonable commercial

endeavours to mitigate the effect of its failure or omission to perform in full and

shall continue to perform its obligations as far as possible and practical and, upon

the cessation of the force majeure, without delay in writing inform the other Party

of such cessation.

15.5 If for reasons of force majeure, a Party is unable, notwithstanding that Party’s

efforts to remove the causes of the force majeure, to perform all or any of its

obligations hereunder and such non-performance continues for more than 30

(thirty) consecutive days after force majeure has been notified in terms of clause

15.2, then either of the Parties shall be entitled to terminate this Agreement and

neither Party will have any claim against the other arising out if such termination.

16 DOMICILIA AND NOTICES

16.1 The following addresses shall constitute the domicilium citandi et executandi of

each of the Parties:

16.1.1 In the case of the Host:

32 Hill Street

Ferndale

Randburg

2194

South Africa

Attention: Vice President Supply Chain SA Energy

16.1.2 In case of the Guest:

……………………………

……………………………

……………………………

……………………………

Attention: ………….

20

16.2 For operational matters, all communication should be addressed to the Parties at

the following address:

16.2.1 In the case of the Host:

32 Hill Street

Ferndale

Randburg

2194

South Africa

Attention: Senior Manager: Planning Operations;

16.2.2 In the case of the Guest:

……………………………

……………………………

……………………………

……………………………

Attention: ………….

16.3 Each Party may change its address for purposes of clause 16.1 and/or 16.2 to

any other physical address by written notice to the other Party to that effect.

Such change of address will be effective 5 (five) business days after receipt of

the notice of the change.

16.4 All notices to be given in terms of this Agreement will be given in writing and will -

16.4.1 be delivered by hand, and not by way of telefax or email; and

16.4.2 if delivered by hand during business hours, be presumed to have been

received on the date of delivery. Any notice delivered after business hours or

on a day which is not a business day will be presumed to have been received

on the following business day.

16.5 Notwithstanding the above, any notice given in writing, and actually received by

the Party to whom the notice is addressed, will be deemed to have been properly

given and received, notwithstanding that such notice has not been given in

accordance with this clause 16.

21

17 ASSIGNMENT

Neither Party shall be entitled to transfer or assign, partially or entirely, any of its

rights or obligations under this Agreement to anyone else without the prior written

consent of the other Party, which consent shall not be unreasonably withheld.

18 RELATIONSHIP BETWEEN THE PARTIES

It is expressly understood that the Parties are contractors independent of one

another, and that neither has the authority to bind the other any third party, or to

otherwise act in any way as the representative of the other, unless otherwise agreed

upon, in writing, between the Parties.

19 WHOLE AGREEMENT

19.1 This Agreement constitutes the entire agreement between the Parties in respect

of the subject matter hereof and neither Party shall be bound by any

undertakings, representations, warranties or promises not recorded in this

Agreement.

19.2 No alteration, variation or consensual termination of this Agreement and no

addition to this Agreement shall be of any force or effect unless reduced to

writing and signed by the Parties or their duly authorised representatives.

20 WAIVER

No waiver of any of the terms and conditions of this Agreement will be binding or

effectual for any purpose unless expressed in writing and signed by the Party giving

the same, and any such waiver will be effective only in the specific instance and for

the specific purpose given. No failure or delay on the part of either Party in

exercising any right, power or privilege hereunder will operate as a waiver thereof,

nor will any single or partial exercise of any right, power or privilege preclude any

other or further exercise thereof or the exercise of any other right, power or privilege.

21 SEVERABILITY

Should any of the terms or conditions of this Agreement be held to be invalid,

unlawful or unenforceable, such terms and conditions will be severable from the

remaining terms and conditions that will continue to be valid and enforceable. If any

term or condition held to be invalid, unlawful or unenforceable is capable of

22

amendment to render it valid, lawful or enforceable the Parties agree to negotiate an

amendment to this Agreement to remove the invalidity, unlawfulness or

unenforceability.

22 INSURANCE

22.1 The Parties shall respectively and as each deems fit, obtain and maintain

adequate insurance cover for all their respective assets and liabilities and their

respective responsibilities in terms of this Agreement.

22.2 The nature and ambit of a Party’s insurance shall not limit their liabilities and /or

responsibilities in terms of this Agreement.

22.3 The Host shall insure the full value of the Petroleum Product of the Guest against

risk of loss and/or damage by –

22.3.1 fire, riot, flood, civil disturbance, earthquake, contamination and such other

causes (whether or not similar to the foregoing) against which property of such

nature as the Petroleum Product is ordinary insured; and

22.3.2 political riot, malicious damage and similar causes to the extent commercially

available in the Republic of South Africa,

from the time when risk in respect of such Petroleum Product passes from the

Guest to the Host in terms of clause 10.1.1 until such time as risk in respect of

such Petroleum Product passes back to the Guest from the Host in terms of

clause 10.1.2.

23 LIABILITY AND INDEMNITY

23.1 The Guest hereby indemnifies the Host against all claims and/or liabilities arising

from whatsoever cause and under whatsoever circumstances, which relate to:

23.1.1 any representations or warranties made by the Guest to any third party in

respect of the Petroleum Products; and

23.1.2 claims by any third party for damage, death or injury arising from either Party's

failure to provide the claimant with information in respect of the inherent

dangers, correct use and storage of the product or its derivatives or failure to

observe any applicable legal requirement, including but not limited to

legislation pertaining to health, safety and environmental matters.

23

23.2 Save as otherwise expressly provided for in this Agreement (an particularly in

clause 7), neither Party shall be liable to the other for any indirect, special or

consequential damages in respect of claims arising from or in connection with

this Agreement, including claims in delict, contract, statute or from strict liability,

and including but not limited to loss of profits, loss of business, loss of market or

the like.

24 CONFLICT OF INTEREST

24.1 It is a material term of this Agreement that neither the Host nor the Guest shall

make any payment or give anything of any value or provide any other benefit to

any official of any government or public organisation (including any officer or

employee of any government or public organisation) to influence his or its

decision, or to gain any other advantage for either of the Parties in connection

with this Agreement.

24.2 The Parties shall immediately notify each other upon becoming aware of any

breach of clause 24.1.

24.3 Each of the Parties indemnifies and holds the other Party harmless for all losses

and expenses arising out of a breach of clause 24.1.

25 ARBITRATION

25.1 Subject to the provision of clause 14, each Party consents to the referral to

arbitration of any dispute arising out of this Agreement. For the purpose of this

clause 25, the term "dispute" shall be interpreted in its widest sense and shall

include any dispute or difference in connection with or in respect of the

conclusion or existence of this Agreement, the carrying into effect of this

Agreement, the interpretation or application of the provisions of this Agreement,

the Parties’ respective rights and obligations in terms of and arising out of this

Agreement, or the validity, enforceability, rectification, termination or cancellation,

whether in whole or in part, of this Agreement. Such arbitration shall be

conducted as follows:

25.1.1 in Johannesburg;

25.1.2 on an informal basis;

24

25.1.3 in accordance with the provisions of the Arbitration Act, No. 42 of 1965, as

amended, and the rules of the Arbitration Foundation of South Africa, provided

that either Party shall be entitled to approach the High Court to obtain

appropriate urgent relief as may be necessary under the circumstances; and

25.1.4 if possible, it shall be held and concluded within 21 (twenty one) business

days after it has been demanded.

25.2 If the dispute in question is:

25.2.1 primarily an accounting matter, the arbitrator shall be an independent

accountant agreed upon in writing between the Parties;

25.2.2 primarily a legal matter, the arbitrator shall be practicing senior counsel with

no less than 10 (ten) years standing agreed upon in writing between the

Parties; or

25.2.3 any other matter, the arbitrator shall be an independent person agreed upon in

writing between the Parties.

25.3 If the Parties cannot agree upon a particular arbitrator in terms of clause 25.2

within 7 (seven) days after the arbitration has been demanded, the arbitrator shall

be a practicing senior counsel with no less than 10 (ten) years standing

nominated by the President of the Law Society of the Northern Provinces (or its

successor) within 7 (seven) days after the Parties have so failed to agree.

25.4 The Parties irrevocably agree that the decision in these arbitration proceedings:

25.4.1 shall be final and binding on the Parties; and

25.4.2 may be made an order of any Court of competent jurisdiction.

25.5 Any arbitration proceedings pursuant to the provisions of this clause 25 shall be

treated as confidential by the Parties.

25.6 This clause 25 shall be severable from the remainder of this Agreement, and

shall survive its termination for whatever reason.

26 COMMERCIAL TERMS

26.1 Rates/Consideration payable by the Guest to the Host ("Tariff Fee")

25

As consideration for the rendering of the Services, the Guest shall, subject to the

provisions of clause 26.3, pay the Host the NERSA approved tariff from time to

time (it being recorded that as at the Signature Date, the approved NERSA tariff

is R0.053 (five point three cents) per litre) in respect of each litre of the Guest's

Petroleum Product accommodated at the Natcos Facility. The tariff payable by

the Guest in terms of this Agreement shall exclude Duties as contemplated by

the Customs and Excise Act, as amended from time to time, as well as any other

Levies which are be due and payable.

26.2 Taxes

26.2.1 In terms of legislation in force as at the Signature Date, the Guest (being the

importer on record), will be liable to pay to the relevant authorities the customs

duty in respect of the Petroleum Product on importation into the Natcos

Facility. The Guest will also be liable to pay the Levies applicable to the

Petroleum Products. When the Guest reacquires possession of its Petroleum

Product from the Host at the Final Valve, the Guest will be liable to pay Duties

and Levies to the Host.

26.2.2 The Tariff Fee shall be exclusive of VAT.

26.2.3 The Guest warrants to and in favour of the Host that:

26.2.3.1 it has and will at all times during this Agreement continue to have properly

and timeously paid all its outstanding monies for taxation purposes, due

and payable, including all amounts in respect of custom duties on

Petroleum Products;

26.2.3.2 no audits or investigations into its tax affairs have been conducted or are

pending by any government taxing authority, or are, to the best knowledge

and belief of the Guest, threatened; and

26.2.3.3 no notice of any proposed tax audit, or of tax deficiency or adjustment, has

been received by it, and that there is no reasonable basis for any tax

deficiency or adjustment to be assessed against it.

26.2.4 The Guest acknowledges that a breach of this clause 26 shall constitute a

material breach of this Agreement and that the Host shall be entitled to

terminate this Agreement immediately without any further notice.

26

26.2.5 Save to the extent prohibited by law, the Guest hereby indemnifies the Host

and holds it harmless against any financial losses, damages or expenses that

may occur from any recoveries by the responsible government authority or its

collecting agencies of outstanding taxes, Duties and/or Levies, which taxes or

Levies would ordinarily have to be recovered from the Guest.

26.2.6 The Parties record that should any other taxes and/or Levies be levied by any

competent authority that increases the cost at which the Host provides the

Services to the Guest in terms of this Agreement then the Host shall be

entitled to increase the Tariff Fee payable by the Guest to the Host in terms of

this Agreement to place the Host in the same financial position it would have

been in had it not been for such increase in taxes and/or Levies.

26.3 Manner of Payment

26.3.1 Subject to the provisions of this clause 26, the Tariff Fee shall be deemed to

be earned by the Host, and the Guest’s corresponding liability to pay shall

arise, as and when the Guest's Petroleum Product passes through the Final

Valve.

26.3.2 An invoice will be rendered by the Host to the Guest on the 3rd (third) business

day after the end of every month ("Invoice") which will set out the Tariff Fee

and Duties reimbursements to be made by the Guest in respect of the

immediately preceding month. The Tariff Fee and the Duties reimbursements

relating to such Invoice shall be made by the Guest to the Host within 15

(fifteen) days after the end of the month to which such Invoice relates while

this Agreement is in place.

26.3.3 Should any payment under or arising from this Agreement fail to be made on

the due date therefor then, without prejudice to such other rights as may

accrue to the Host consequent upon such failure, such overdue amounts will

bear interest at a rate which is 200 (two hundred) basis points above the

Prime Rate, from the due date for payment to the date of actual payment, both

dates inclusive.

26.3.4 Notwithstanding the foregoing, if the Guest disputes the amount payable in

respect of any Invoice, the Guest shall nevertheless pay the full amount

payable in terms of such Invoice with any adjustments being accounted for in

terms of clause 26.3.5, and the Parties shall endeavour in good faith to

27

resolve the dispute with respect to such Invoice as soon as practicable. Failing

resolution within 7 (seven) days after the Host becoming aware of the dispute,

the dispute will be settled in accordance with clause 14.2.

26.3.5 Any adjustment required to be made to an amount specified in an Invoice

arising as a result of the resolution of a dispute in accordance with clause

26.3.4 will, so far as practical, be reflected in the Host’s next Invoice.

26.3.6 The Guest shall under no circumstances be entitled to set-off or deduct or

withhold any amounts that are to be paid by the Guest to the Host in terms of

this Agreement against any amount that the Host may be obliged to pay to the

Guest whether in terms of this Agreement or otherwise.

26.3.7 The Guest will pay the Host by way of an electronic bank transfer into a bank

account as may be nominated by the Host in writing from time to time or in

such other manner as the Parties may agree in writing.

27 CONFIDENTIALITY

27.1 The Guest, by virtue of its association with the Host, may come into possession

of and may have access to the Host’s trade secrets and confidential information

(collectively referred to as "Trade Secrets").

27.2 The Guest may not directly or indirectly divulge or disclose any of the Trade

Secrets to any one or more third parties or its own employees, unless disclosure

to its own employees is necessary to give effect to this Agreement.

27.3 In the event that the Guest is under a legal compulsion to disclose the Trade

Secrets to any one or more third parties, the Guest must in writing inform the

Host of the compulsion and cooperate fully with the Host in resisting the

compulsion, should the need arise.

27.4 When this Agreement terminates, the Guest must, upon written demand by the

Host, return to the Host or destroy all of the Trade Secrets as the Host may

specify in such written notice.

27.5 The provisions of this clause 27 shall apply, mutatis mutandis, to the Host in

respect of the Guest's trade secrets and confidential information.

28

SIGNED at ___________________________ on ___________________________ 2014

For and on behalf of SASOL OIL (PROPRIETARY) LIMITED

Signature

Name of Signatory

Designation of Signatory

AS WITNESS:

Signature of Witness Signature of Witness

Name of Witness Name of Witness

Identity Number of Witness Identity Number of Witness

29

SIGNED at ___________________________ on ___________________________ 2014

For and on behalf of GUEST

Signature

Name of Signatory

Designation of Signatory

AS WITNESS:

Signature of Witness Signature of Witness

Name of Witness Name of Witness

Identity Number of Witness Identity Number of Witness

ANNEXURE "1"

PRODUCT SPECIFICATIONS

1 DIESEL SPECIFICATIONS

1.1 Table 1 below sets out the petrol specifications that the Guest must comply with.

1.2 However, due to the high risk associated with the storage and cross-pump of

Petroleum Product via the Natcos Facility and co-mingling the Petroleum Product

with other Petroleum Product at the Natcos Facility, the following measures are

also required for diesel imported into the Natcos Facility for the duration of this

Agreement:

1.2.1 Conductivity @ 20oC – product shall be treated with Stadis 450 prior to

discharge into Natcos to ensure that it meets the specification requirement.

Typical conductivity is approximately 200pS/m.

1.2.2 Flash point: Although the minimum requirement is 62 oC, a flash point of above

65oC is preferred from a sourcing perspective.

Table 1: Specification for Diesel grade product

Property Units Limit Test Method Import requirement

Notes

Appearance max ASTM D4176 2

or Caltex Haze at 16-23

Colour max ASTM D1500

3

Density @ 20°C kg/l min D4052/D1298 0,816

Ash Content % m/m max D482 0,01

Cetane Number min D613/IP41 45

Carbon Residue, Ramsbottom % m/m max D524 0,2

(on 10% residue)

CFPP - Winter, 15 Mar - 30 Sept Deg C max IP309 -4

- Summer, 1 Oct - 14 Mar Deg C max 3

Cloud point- Winter, 15 Mar - 30 Sept Deg C max +4

Conductivity @ 20 Deg C pS/m min D2624 100

pS/m max 600

Corrosion, Copper Strip, 3 hrs @ 100°C max D130 1

Distillation D86

90 % vol. Recovery Deg C max 362

Sulphur Content mg/kg max D5453 480

Flash point, PMCC Deg C min D93 62

Strong Acid Number mg

KOH/g max D974/D664 nil

Acid Number mg

KOH/g max D974/D664 0,25

Kinematic Viscosity @ 40 Deg C cSt (3) min D445 2,2

max 5,3

Water Content, Karl Fischer ppm (v/v) max D4377/D6304 200

IP356

Total Contamination mg/kg

max

IP440

12

Lubricity (HFRR) (Lubricity improver must have latest British Standard multi

product pipeline approval) um max CEC F06-A-96 400

Oxidation Stability mg/100ml max D2274 2,0

Fatty Acid Methyl Ester (FAME) content Vol% 0.0 See Note

1&2

NOTES:

Blending of Fatty Acid Methyl Ester (FAME) into diesel is not allowed as part minimising the jet fuel contamination during conveyance in a multi product pipeline.

FAME content: o Load port < 10ppm o Discharge port < 50ppm

2 PETROL SPECIFICATIONS

2.1 Table 2 below sets out the petrol specifications that the Guest must comply with.

2.2 However, due to the high risk associated with the storage and cross-pump of

Petroleum Product via the Natcos Facility and co-mingling the Petroleum Product

with the other Petroleum Product at the Natcos Facility, the following measures

are also required for petrol imported into the Natcos Facility for the duration of

this Agreement no ethanol and or methanol are allowed as part of the petrol

blending components.

Table 2: Specification for ULP 95 grade product Property Units Limit Method Import

Requirement Note

Appearance SABS 1598 Requirements 4.1.3

Clear and free from visible water,

sediment and suspended matter

Colour Visual Un-dyed

Density @ 20°C kg/l min D4052/D1298 0,710 1

max 0,785

Octane Number, Research min D2699/IP237 95.0/93.0

Octane Number, Motor min D2700/IP236 85.0/93.0

Lead Content g Pb/l max D5059/D352 0,001 2

Gum, Existent mg/100ml max D381/IP131 4

Gum, Potential (2.5 hrs @ 100 Deg C) mg/100ml max IP138/D873 4

Induction Period @ 100 Deg/C mins min D525/IP40 360

Distillation D86/IP123

IBP Deg C Report

10 % vol Deg C max 65

50% vol Deg C min 77

50% vol Deg C max 115

90 % vol Deg C max 185

FBP Deg C max 210

Residue % v/v max 2,0

Evaporated to 70 Deg/C % v/v

Reid vapour pressure/DVPE ** kPa min D323/D5191 45

max 75

FVI, Spring, 1 Sept - 30 Sept max RVP + 0,7*E70 89

Summer, 1 Oct to 28 Feb max 87

Property Units Limit Method Import Requirement

Note

Autumn, 1 March to 31 March max 89

Winter, 1 April to 31 Aug max 94

Total Acidity mg KOH/g max D3242/IP354 0.025

Sulphur Content % m/m max D4294/IP336 0.050 D5453/D3120

Doctor test max IP30 Negative 3

Or Mercaptans %m/m max D32270 0.0015

Cu Corrosion (3hr @ 50 Deg/C) rating max D130/IP154 1

Ag Corrosion (4 hr @ 50Deg/C) rating max IP 227 1

Aromatics content % v/v D5880/D5443 42

% v/v D1319

Benzene content % v/v max D5880/D5443

% v/v D4815/D3606 3.0

Oxygen content %m/m max ASTM D 4815 2.8 4

Butane content % m/m max GC 4.0

Metallic additives mg/l max D3831 1

NOTES:

In case of dispute, test method ASTM D4052 shall be used.

Applicable at loading point

Negative Doctor test will be acceptable, a positive result must, however, be accompanied by a Mercaptan concentration as per ASTM D 3227.

Oxygenates added must be specified in the Quality Certificate by type of oxygenate and concentration added to the base gasoline.

****ASTM D5191 is a DVPE test method and NOT RVP.

ANNEXURE "2"

VESSEL VETTING REQUIREMENTS

ANNEXURE "3"

IV9 VETTING REQUIREMENTS

ANNEXURE "4"

GUIDELINE TO LICENSEE VETTING REQUIREMENTS

Age of vessel: The Age of vessels shall not exceed 20 (twenty) years.

Flag of vessel: The following Flag States are unacceptable: Iran, Korea DPR, Albania, Tonga, Honduras, Comoros, Georgia, Slovakia, Bolivia, Syrian Arab Republic, Cambodia, Algeria, Lebanon.

Crew Matrix: Unacceptable if the Captain & C/O or C/E & 1/E have:

Joined at the same time.

Aggregated time with company < 2 years

Aggregated time in rank < 5 years

Aggregated tanker experience < 10 years

In exceptional circumstances the Licensees may accept a vessel that does not meet the crew matrix criteria or is on its maiden voyage, but only when proof can be given that the vessel was approved by ExxonMobil, Shell, Chevron or BP in the immediately preceding 6 month period.

If the vessel has been inspected and found unacceptable by TOTAL, Sasol, ExxonMobil, Shell, Chevron, BP, PetroSA or any other charter party operating in South Africa or the vessel has had a fatality, then it will not be acceptable to the Licensees.

ANNEXURE "5"

SASOL DISCHARGE PROCEDURE