STANDARD TERMS AND CONDITIONS FOR TRANSPORT SUB-CONTRACTORS

These Standard Terms and Conditions for Sub-Contractors (Terms and Conditions) together with FREILOGs Load Confirmation form, issued by FREILOG from time to time make up the transport agreement (Agreement), which constitutes the whole agreement between FREILOG and the Sub-Contractor. Sub-Contractor shall include any subcontractor, agent or representative of the Sub-Contractor. No other addition or variation shall be of any force or effect unless reduced to writing and signed by the duly authorized representative of each party. This Agreement supersedes and cancels all prior agreements. In the event of there being any conflict between the Terms and Conditions and the Load Confirmation, these Terms and Conditions shall take precedence over the Load Confirmation. By uplifting the cargo, the Sub-Contractor confirms that it accepts these Terms and Conditions. FREILOG may inform the Sub-Contractor from time to time that it has a load of Cargo available to be transported on its behalf (the services). The Sub-Contractor may offer to render the services on FREILOGs behalf. If FREILOG elects to accept the Sub-Contractors offer, it shall do so by sending the Sub-Contractor a Load Confirmation Form, which shall contain the transport rate and necessary details of the services to be undertaken by the Sub-Contractor. All transport rates exclude VAT and will be subject to change without notice due to statutory increases/decreases in the toll fees and/or fuel tariffs. FREILOG reserves the right to cancel a Load Confirmation at any time after it has been sent to the Sub-Contractor provided cancellation occurs prior to the Sub-Contractor loading the Cargo. The Sub-Contractor shall have no claim of any nature whatsoever against FREILOG arising out of the cancellation. FREILOG can also not be held responsible for standing time/quality issues/admin delays on route. Any standard trading terms and/or conditions of the Sub-contractor shall not apply to the services unless specifically accepted in writing by FREILOG after the conclusion of this agreement. The Subcontractor acknowledges and agrees that it is hereby appointed as an independent Sub-contractor of FREILOG and that the relationship between the parties arising from this agreement does not in any way constitute a partnership, joint venture, agency or employment and accordingly the Sub-contractor shall always and for all purposes be deemed to be an independent and totally divorced entity from FREILOG. The Sub-contractor shall not, unless authorized in writing, in any way bind the credit of FREILOG and/or conclude any agreement and/or give any undertaking on its behalf. The Sub-Contractor agrees that all services rendered on FREILOGs behalf shall be rendered strictl y in accordance with this Agreement. The Sub-Contractor shall be responsible for all the costs incurred in rendering the services including but not limited to: supplying vehicles, drivers, a cell phone for the driver, diesel, support staff, paying tolls, fees and permits including all cross border costs where Cargo is being transported across border/s to other countries. All the Sub-Contractors drivers shall be in possession of valid professional driving permits. The Sub-Contractor shall comply fully with all laws within the Republic of South Africa and shall be responsible for all fines and costs of failing to comply with such laws. The Sub-Contractor shall comply with all FREILOGs transport policies and procedures when rendering the services. All delays and accidents involving vehicles transporting the Cargo must be reported to FREILOG within 2 (two) hours of the event occurring. The Sub-Contractor is responsible for overseeing the loading of the Cargo on its vehicle and shall be responsible for the following: securing the load; tarpaulin the load; the load distribution and ensuring that the vehicle does not exceed the vehicles gross combination mass or the legal axel mass. FREILOGs client will load and off-load the Sub-Contractors vehicle. The Sub-Contractor shall ensure that the Cargo loaded onto its vehicle complies with nature, quantity and mass described in the Load Confirmation and the documentation provided to it at the loading point. The Sub-Contractor shall be responsible for all damage, losses, or shortages in or to the Cargo howsoever arising. The Sub-Contractor shall be liable for all delays, standing time or demurrage, which occurs during transit. The Sub-Contractor must ensure that the vehicle used for the transport services comply at all times with all applicable safety rules, regulations and legislation including those relating to road worthiness. All vehicles used must be in a neat and clean condition and must further be equipped with tarpaulin covers to ensure that all loads transported are covered and protected against the weather elements. The Sub-Contractor shall bear all risk in and to the Cargo from the time that the vehicle is loaded at the loading point until it is off-loaded at the off-loading point. The Sub-Contractor shall carry Goods in Transit Insurance for an amount not less than the Cargo Value as stipulated on the Load Confirmation. The Goods in Transit Insurance shall cover all claims or any nature whatsoever arising out of any loss or damage to the Cargo including but not limited to damage or losses caused from fire or theft. The Sub-Contractor shall also be liable for all claims of any nature whatsoever arising
FREILOG (Pty) Ltd Reg No: 2012/033124/07 Directors: Exec: D. Smith, J.A. van Tonder Non-Exec: C.H. Schoeman Physical Address: 2nd Floor Mazars House, 5 St Davids Place, Parktown, Johannesburg 2193, South Africa T| +27 11 083 8189 F| +27 086 774 1017 E| info@freilog.co.za

out of rendering the services including but not limited to any claim for personal injury, death, damage to property or loss which may be suffered by any third party, any employee or agent of FREILOG or any employee of the SubContractor. The Sub-Contractor indemnifies FREILOG and holds FREILOG harmless from all claims of any nature whatsoever arising out of this Agreement including but not limited to any claim personal injury, death, damage to property or loss which may be suffered by FREILOG or any third party or employee of the Sub-Contractor as a result of the negligent or intentional acts or omission of the Sub-Contractor, its officers, agents and employees whether or not acting within the course and scope of their employment with the Sub-Contractor as well as the Sub-Contractors agents, its SubContractors and its assigns and their officers, agents and employees. Without derogating from the generality of the foregoing, the Sub-Contractor shall be responsible for all claims arising out of any form of pollution howsoever arising, which occurs whilst the Sub-Contractor renders the services. The Sub-Contractor shall maintain public liability insurance for an amount not less than R10million rand. The Sub-Contractor shall provide FREILOG with written proof to FREILOGs reasonable satisfaction that it has the said insurance cover in place and that the insurance policy has been endorsed in favour of FREILOG. FREILOG may deduct or withhold any amounts due to the Sub-Contractor as a result of any losses, shortages or damages in respect of the Cargo or any other amounts due by the Sub-Contractor to FREILOG irrespective of the origin. Such right of set-off shall arise immediately upon any amount becoming owing by the Sub-Contractor to FREILOG irrespective of whether payable or not. Unless alternative payment terms have been agreed to in the Load Confirmation, FREILOG shall pay the Sub-Contractor within 35 (thirty five) days from the date of the Sub-Contractors month end statement, by way of electronic funds transfer into the Sub-Contractors nominated bank account provided the Sub-Contractor has complied with FREILOGs invoicing and payment requirements in the paragraph below. The invoice shall be in accordance with the agreed rate, mass and currency as reflected in the Load Confirmation. The Sub-Contractor shall not have any lien over the Cargo. The Sub-Contractors invoicing, detailing the individual loads transported per route, together with the original proof of delivery documents must reach FREILOG by no later than the 23rd day of the month in which the services were rendered. The original weighbridge tickets at the loading points as well as the Proof of Delivery documents in respect of the loads must be attached to the Sub-Contractors invoicing, failing which payment will not be made. FREILOG shall off-set from the Sub-Contractors invoice any amounts due to FREILOG. The Sub-Contractors invoice must reflect FREILOGs VAT number and the Load Confirmation Number. A certificate given by the financial director of FREILOG(whose appointment and signature need not be proved), shall at all times be deemed to be prima facie proof of any amount owing by Sub-Contractor in terms of this Agreement and shall constitute a liquid document for purposes of summary judgement and/or provisional sentence summons in any court. The Sub-Contractor may not cede, assign or sub-contract its rights and obligations in terms of this Agreement without the prior written consent of FREILOG. Should either Party be in breach of any of that Partys obligations (defaulting Party) in terms of this Agreement and fail to remedy such breach after having being given 7 (seven) days written notice to do so by the aggrieved Party, then the aggrieved Party shall be entitled without further notice to the defaulting Party and without prejudice to any other right or remedy which may be available to the aggrieved Party in law, to cancel this agreement and / or claim damages and / or institute action for specific performance. Should FREILOG institute legal action against the Sub-Contractor in terms of this agreement; it shall be entitled to claim legal costs on an attorney and own client scale. The Sub-Contractor elects the physical address on Annexure A (Subcontractors Vendor Application) to this Agreement as its domicile citandi et executandi for the purposes of any legal proceedings in terms of this Agreement. The Sub-Contractor shall keep the contents of this Agreement confidential and shall not disclose any details about FREILOGs confidential information (including but not limited to details about its clients, routes, cargo transported, rates, procedures and policies) to any third party. Each person signing this Agreement on behalf of the Parties warrants that he or she has the full power, authority and legal right to execute this Agreement. Any dispute which arises between the FREILOG and the Sub-Contractor shall be dealt with in terms of the Arbitration Act 42 of 1965. The Parties agree that the arbitration shall take place in Pretoria and the Arbitrator shall be a practicing advocate of at least 10 years standing appointed by the Chairperson of the Northern Provinces Bar Council or its successor in title. This clause shall not prevent either Party from applying to a Court of competent authority for urgent relief.

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The Sub-Contractor agrees that for the duration of this Agreement and for a period of 24 (twenty four) calendar months after it has terminated, the Sub-Contractor shall not circumvent FREILOG and enter into any transport agreement with any of FREILOGs clients. Nor will the Sub-Contractor during the existence of this Agreement communicate directly or indirectly, in any form whatsoever, with the clients of FREILOG without the written consent of FREILOG. If found in breach of these specific terms in this clause, the Sub-Contractor will forfeit to FREILOG all monies still due and payable by FREILOG to the Sub-Contractor as part payment of damages suffered. The Sub-Contractor agrees and accepts that this clause is fair and reasonable in order for FREILOG to protect the goodwill of its business. The Sub-Contractor furthermore acknowledges that it has derived sufficient compensation for such restraint from FREILOG through the rendering of the Services herein. Irrespective of whether this restraint is enforceable or not (as a whole or in part) or if FREILOG enforces its rights in terms of this subparagraph or not, the Sub-Contractor shall in any event in perpetuity be liable to FREILOG for commission of an amount equal to 10%(ten percent) of the gross compensation received for logistical services rendered to any of FREILOGs clients introduced to the Sub-Contractor by FREILOG. Such commission shall be payable on a monthly basis and FREILOG shall have unfettered access to the records of the Sub-Contractor for purposes of determining the nature and extent of such logistical services and the commission payable. The Sub-Contractor acknowledges that it is free to secure independent legal and other advice as to the nature and effect of all the provisions in this Agreement and that it has either taken such legal advice or dispensed with the necessity of doing so.

Signed at__________________________ on this day________ of________________ 2014.

.. Name: (print) Duly signed on behalf of the Sub-Contactor

. Witness

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