WIXLIB

TRANSPORT AGREEMENTBETWEENGEL SUPPLY CHAINAND(Transporter)

PrologueTRANSPORT AGREEMENTBETWEENGEL SUPPLY CHAINCompany Registration Number: 2009/040279/234810252603VAT Registration Number:Farm Annasdal, Jacobsdal, 8710Business address:erina@gelgroup.co.za or welmie@gelgroup.co.zaEmail address:Contact Number (mobile):Fax number:Erina – 082 755 7244 or Welmie – 084 400 7004086 661 6461Postal address:PO Box 97, Jacobsdal, 8710Banking details:Nedbank Kimberley, Cheque Account, Account Nr – 1076453910,Branch Code: 166234AND.(Name of Transporter in Print)(TRANSPORTER)Company Registration Number:VAT Registration Number:Business address:Email address:Contact Number (mobile):Contact Number (landline):Fax number:Postal address:Banking details:Full names of signatory, signing on behalf of the Transporter:ID number of signatory, signing on behalf of Transporter:Address of signatory:Email address of signatory:

INDEXNOCLAUSE HEADINGSPAGE1DEFINITIONS AND INTERPRETATION12APPOINTMENT43PROVISIONS OF SERVICES44ADDITIONAL SERVICES75DUTIES AND OBLIGATIONS OF GEL SUPPLY CHAIN76REMUNERATION77PAYMENT88SHORTAGES AND SET OFF89COSTS910LIABILITY911LIMITATION AND EXCLUSION OF LIABILITY1012GOODS IN TRANSIT 6FORCE MAJEURE AND IMPOSSIBILITY OF PERFORMANCE1517RELATIONSHIP1518CESSION AND ASSIGNMENT1619AGREEMENT BINDING ON SUCCESSORS IN TITLE1620DOMICILIA1621GOVERNING LAW1722WHOLE AGREEMENT AND NO WAIVER1723PUBLICITY1824COSTS1825WARRANTY BY SIGNATORIES18

1. DEFINITIONS AND INTERPRETATION1.1In this Agreement, the following expressions bear the meanings assigned to them:1.1.1“AFMA” means the Animal Feed Manufacturers Association;1.1.2“the/this Agreement" means this Agreement and any annexures hereto;1.1.3“Commencement Date” means the date of last signature of this Agreement;1.1.4"Consignment" means the particular Products to be conveyed by theTransporter in accordance with a Transport Order;1.1.5"Consignor" means the person nominated by GEL SUPPLY CHAIN, fromwhom the Products are to be uplifted by the Transporter at the loading point;1.1.6“GEL SUPPLY CHAIN" means a close corporation duly registered in accordancewith the laws of the Republic of South Africa with registration number2009/040279/23;1.1.7"Loading Point" means any place nominated by GEL SUPPLY CHAIN for theloading of the Products from time to time;1.1.8"Offloading Point" means any place nominated by GEL SUPPLY CHAIN for theoffloading of the Products from time to time;1.1.9"Parties" means GEL SUPPLY CHAIN and the Transporter, collectively orindividually as the context indicates;1.1.10 "Products" means the Products in respect of which the services are to be orhave been rendered, as described in the Transport Order;1.1.11 "Receiver" means the person nominated by GEL SUPPLY CHAIN to whom theProducts are to be delivered by the Transporter at the offloading point;1.1.12 "Remuneration" means the amount(s) payable in respect of the services whichshall comprise a rate per ton of Products delivered to an offloading pointin accordance with the provisions of this Agreement, plus any other amount(s)agreed between the parties;INITIALS:Transport Agreement [Ref: KGV001/JJK/tvr][12/11/14]Page 4.

1.1.13 "Services" means the services to be rendered by the Transporter to Gert en RinaLogistiek CC in terms of this Agreement as set out in clause 3 below;1.1.14 "Stipulated time period" means the date (and time) by which the consignment isto be offloaded at the offloading point by the Transporter as notified by GELSUPPLY CHAIN;1.1.15 "Ton" means a metric ton;1.1.16 "Transporter" means the transport company, or other form of legal entity as maybe the case, as indicated in the Prologue of this Agreement, a company or otherform of legal entity as may be the case, duly incorporated in accordance with thelaws of the Republic of South Africa;1.1.17 "Transport Order" means the document issued by GEL SUPPLY CHAIN to theTransporter each time that the Transporter is to render services to GELSUPPLY CHAIN in terms of this Agreement confirming the following details asagreed between them:1.1.17.1 a description of the Products, including the quantity thereof andwhether in bulk, bags, palletised and/or containerised;1.1.17.2 the loading point and the offloading point;1.1.17.3 the Consignor and the receiver;1.1.17.4 the dates (and times) that the consignment is to be loaded and offloaded;1.1.17.5 the tolerance in respect of delivered quantities;1.1.17.6 the Remuneration payable by GEL SUPPLY CHAIN in respect of theservices to be rendered;1.1.17.7 any other terms applicable to the particular consignment;1.1.18 "Truck" means any road vehicle used or to be used by the Transporter to conveythe Products in terms of this Agreement.INITIALS:Transport Agreement [Ref: KGV001/JJK/tvr][12/11/14]Page 5.

1.2Clause headings are for convenience only and are not be used in the interpretation of theclause to which they relate.1.3Unless the context clearly indicates the contrary intention, an expression which denotesany gender shall include the other genders, a natural person shall include a juristicperson, and vice versa, the singular shall include the plural and vice versa and anyreference to an enactment is to that enactment as at the date of signature hereof andamended or re-enacted from time to time.1.4If any provision in a definition is a substantive provision conferring rights or imposingobligations on any party, notwithstanding that it is only in the definition clause, effect shallbe given to it as if it were a substantive provision in the body of the Agreement.1.5When any number of days is prescribed in this Agreement, same shall be reckonedexclusively of the first and inclusively of the last day unless the last day falls on aSaturday, Sunday or public holiday, in which case the last day shall be the nextsucceeding day which is not a Saturday, Sunday or public holiday.1.6Where figures are referred to in numerals and in words, if there is any conflict betweenthe two, the words shall prevail.1.7Where any term is defined within the context of any particular clause in this Agreement,the term so defined, unless it is clear from the clause in question that the term so definedhas limited application to the relevant clause, shall bear the meaning ascribed to it for allpurposes in terms of this Agreement, notwithstanding that that terms has not beendefined in this interpretation clause.1.8The expiry or termination of this Agreement shall not affect those provisions of thisAgreement which expressly provide that they will operate after any such expiration ortermination or which of necessity must continue to have effect after such expiration ortermination, notwithstanding that the clauses themselves do not expressly provide forthis.1.9In the event and to the extent of conflict between the provisions of this Agreement andthose contained in the annexures, those contained in this Agreement shall prevail to theextent of such conflict.INITIALS:Transport Agreement [Ref: KGV001/JJK/tvr][12/11/14]Page 6.

1.10Each and every undertaking contained in this Agreement shall be capable of independentenforcement, thus enabling any court or other competent tribunal to enforce theremainder thereof should it adjudge any particular undertaking(s) or portions thereof to beinvalid.1.11The contra proferentem rule (i.e. the rule of construction that a contract shall beinterpreted against the party responsible for the drafting or preparation of the contract)shall not apply in relation to the interpretation of this Agreement.2. APPOINTMENT2.1GEL SUPPLY CHAIN hereby appoints the Transporter, as an independent contractor, toprovide the services in respect of the Products, which appointment is herebyaccepted by the Transporter, subject to the terms and conditions of this Agreement.2.2This Agreement shall commence on the commencement date and shall endureindefinitely, subject to each party's right to terminate the Agreement upon 30 (thirty) days'written notice to the other, without prejudice to any obligations or rights on the part of bothparties which shall have accrued prior to such termination.2.3The Transporter's appointment is not exclusive, i.e. GEL SUPPLY CHAIN shall beentitled to use other Transporters to provide services.3. PROVISION OF SERVICES3.1The Transporter shall provide the following services to GEL SUPPLY CHAIN :3.1.1Supervise the loading of, or, if required, load a consignment onto a clean, dryand contamination free, empty Truck or Trucks at the loading point.3.1.2Securely tarp each load and ensure that the consignment is protected fromrain, contamination and loss during transit.3.1.3Procure that the consignment is weighed by the Consignor’s weighbridge at theloading point.INITIALS:Transport Agreement [Ref: KGV001/JJK/tvr][12/11/14]Page 7.

3.1.43.1.5Include on the delivery documentation for each consignment at least the –3.1.4.1Quantity of the Products loaded;3.1.4.2Truck registration number; and3.1.4.3Order number.Prepare and forward to GEL SUPPLY CHAIN a daily schedule of allconsignments dispatched, including tonnages loaded and estimated times orarrival at Offloading Points.3.1.6Convey the Products from the loading point to the offloading point withinthe stipulated time period and via the route agreed with GEL SUPPLY CHAIN,alternatively, in the absence of such Agreement the most efficient route.3.1.7Have in place goods in transit insurance as more fully described in clause 12.3.1.8Upon arrival at the offloading point –3.1.8.1Procure that the consignment is weighed by the receiver’s weighbridge;3.1.8.2Check whether the consignment is consistent with the delivery / dispatchnote details;3.1.8.3Inspect the Products and report the existence of discrepant,damaged or missing Products or the packaging thereof;3.1.8.4Offload the Products;3.1.8.5Obtain documentation signed and stamped by the receiverconfirming the quantity, quality and condition of the Productsdelivered to the receiver (“POD”)3.2The Transporter shall, in providing the services, ovisionoftheServices, including inter alia, all occupational health, safety and environmentallegislation, the provisions of the National Road Traffic Act, 93 of 1996, theprovisions of the Customs and Excise Act and all regulations promulgated interms of the such legislation and any new legislation and quirementsandfoodmillingindustry requirements relating to the provision of the services, including, inter alia,the protocols published, and to be published, by AFMA;INITIALS:Transport Agreement [Ref: KGV001/JJK/tvr][12/11/14]Page 8.