SUPPLY AGREEMENT

made and entered into by and between:

as Group Executive Director)

(he being duly authorised thereto)
(hereinafter referred to as "")

And

…………………………………………………………..
(duly represented herein by ……………………… in his capacity as Director)
(he being duly authorised thereto)
(hereinafter referred to as "the Customer")

____________________________________________________________________________
CONTENTS

1 PREAMBLE.............................................................................................................................4
2 DEFINITIONS AND INTERPRETATION....................................................................................4
3 SALE AND PURCHASE ........................................................................................................8
4 PURCHASE PRICE ...............................................................................................................8
5 DURATION OF AGREEMENT AND RENEWAL...................................................................9
6 PAYMENT TERMS.................................................................................................................9
7 TERMS AND CONDITIONS OF SUPPLY .............................................................................10
QUANTITY ...........................................................................................................................11
ORDERING AND SUPPLY ..................................................................................................12
8 EQUIPMENT.........................................................................................................................14
9 RISK AND OWNERSHIP.......................................................................................................16
10 EXCLUSIVITY........................................................................................................................17
11 REPORTING .....................................................................................................................17
12 FORCE MAJEURE...............................................................................................................17
13 TERMINATION OF AGREEMENT........................................................................................18
14 BREACH AND CANCELLATION.......................................................................................19
15 GOVERNING LAW, JURISDICTION AND ARBITRATION..................................................20
16 ENTIRE AGREEMENT...........................................................................................................22
17 VARIATION/AMENDMENTS..............................................................................................22
18 SEVERANCE ......................................................................................................................22
19 WAIVER...............................................................................................................................22
20 ASSIGNMENT AND CESSION............................................................................................23
21 CUSTOMER NOT EMPLOYEE OR AGENT.........................................................................23
22 CONFIDENTIALITY...............................................................................................................24
23 THIRD PARTY.......................................................................................................................24
24 NOTICES..............................................................................................................................24

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1 PREAMBLE

WHEREAS … is a company duly incorporated in accordance with the Laws of the Republic of
Botswana that is in the business of bulk supply and sale of various Sugars;
AND
WHEREAS the Customer is a company duly incorporated in accordance with the Laws of the
Republic of South Africa that wishes to procure the purchase and supply of such bulk
Sugar Products from …;
AND
WHEREAS … has agreed to supply such, subject to and in accordance with the Terms and Conditions
of this Agreement.

NOW THEREFORE, the Parties hereby agree as follows:

2 DEFINITIONS AND INTERPRETATION

In this Agreement, unless inconsistent with the context, the following words and expressions shall
bear the meanings assigned thereto and cognate words and expressions shall bear corresponding
meanings:

2.1. “Agreement” shall mean this Supply Agreement together with

all annexures hereto and all duly authorised
amendments hereto and thereto;

2.2. “Business Day” means any day other than a Saturday, Sunday or
public holiday in Botswana and South Africa;

2.3. “COC” shall mean Certificate of

Conformance/Compliance

2.4. “Customer Premises” shall mean the physical address of the Customer
as stated on the face of the Agreement or as
advised by the Customer in writing from time to
time;

2.5. “Delivery Note” shall mean a document generated electronically

or physically in respect of proof of Sugar
delivered by the Supplier or or the Transporter,
as the case may be, and received by the
Customer;

2.6. “DoA” shall mean the Department of Agriculture;

2.7. “DNC” shall mean a Delivery Note the Customer

receives from the Transporter or … or the
Supplier, as the case may be, together with the
truck meter ticket (for metered delivery);

2.8. “DNU” shall mean a delivery note of upliftment of bulk

Sugar Product ordered by the Customer,
including the bill-of-loading, indicating the

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 volume and description of bulk Sugar Product
uplifted on a COC basis from the Supplier;

2.9. “DAS” shall mean Duty at Source which shall represent

and comprise Road Accident Fund Levy and
Excise Duty as defined in the Customs Act,
administered by the Purchaser’s country’s
Revenue Service;

2.10. "Environment" shall mean the environment as presently defined

in the Laws of all countries where the product
may originate, pass through or be destined to
and includes air, Controlled Waters, land
whether on, in or below such land excluding any
buildings or other permanent structures on, in or
below the land, but including the surface of any
river bed, the surface of any sea bed or any other
land covered by water, and flora and fauna and
all other natural resources;

2.11. “Environmental Laws” shall mean any and all statutory instruments, and
amendments (whether civil, criminal or
administrative), treaties, directives, or court
judgments, administrative notices, orders,
government circulars, codes of practice, norms
and standards and guideline documents or
decisions of any competent regulatory body or
common law relating to pollution or protection
of the Environment which as at the effective
date are in effect and capable of enforcement by
legal process in the country in which the
Premises is situated;

2.12. “Effective Date” notwithstanding the date of final signature of the

Agreement, this agreement shall be deemed to
commence on
______________________________;

2.13. “Z” shall mean (Proprietary) Limited, registration no.: CO2017/19088, a private company
with limited liability duly registered in
accordance with the company laws of the
Republic of Botswana, having its registered
office in Botswana.

2.14. “List Selling Price” shall mean the benchmark price, as determined from time to time, at
which …will sell bulk Sugar Product to the
Customers and against which Customer rebates
will apply. This price is regulated and controlled
by the DoE. Should DoE cease to regulate the

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 pricing of Sugar Products, … reserves the right
to adjust this price at its sole discretion;

2.15. “the Customer” shall mean the natural or juristic person as cited
on the face of the Agreement as “The Customer”
and who has accepted the terms and conditions
of this Agreement;

2.16. “Force Majeure” has the meaning given in clause 12.2;

2.17. “Incident Reporting” shall mean the reporting facility which will
allow the Customer to report any incidents,
problems and issues to … in a structured
manner;

2.18. "Parties" shall mean … and the Customer and “Party”

means either of them as the context requires;

2.19. “Sugar Products” shall mean sugar products whether used or

unused, and includes any other substance which
may be used for a purpose for which Sugar may
be used; procured, uplifted and delivered by .. or
the Transporter or the Supplier, as the case may
be, as set out by … , and may be amended from
time to time;

2.20. “POD” shall mean such proof of bulk Sugar Product

delivery documentation, delivered to the
Customer or the Customer’s Agent by … and
signed for by the Customer, acknowledging
receipt and delivery of the stated quantities of
bulk Sugar in good condition, including DNU,
DNC and bill of loading;

2.21. “Report(s)” shall mean all or any of the reports as may be

agreed from time to time in accordance with the
Customer's requirements and … capacity to
produce such reports which will be made
available to the Customer, electronically or on
paper, as agreed;

2.22. “Signature Date” shall mean, when this Agreement has been
signed by each Party (whether or not in
counterpart), the latest of the dates on which this
Agreement (or any counterpart thereof) was
signed by any Party;

2.23. "Storage and Dispensing Equipment" shall mean the equipment installed on the
Premises comprising underground tanks, pumps,
pump housings and all fittings (including hoses
and nozzles) as well as the electronic console

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 installed on the Premises and all other
equipment (excluding the Service Station
Equipment) and as installed on the Premises for
the purpose of storing and dispensing Sugar or
its produce to be supplied by …, which Storage
and Dispensing Equipment is listed on the
Storage and Dispensing Equipment Schedule
including, howev

er, those items of the nature described as may be

on the Premises from time to time but which
may not be in fact so listed;

2.24. “Transporter” shall mean a Person, approved by … and who

has been contractually appointed by … to uplift
bulk Sugar from the Supplier, ordered by the
Customer, and to deliver it to the Customer’s
Premises;

2.25. “VAT” shall mean value added tax chargeable under the
Value Added Tax Act (Cap. 50:03), sales taxes
or other similar levies or duties on the goods and
services, as applicable;

2.26. In this Agreement:

2.26.1. The clause, schedule and paragraph headings are inserted for the purpose of
convenience solely and shall not be taken into account in the interpretation of the
provisions of this Agreement;

2.26.2. Unless a contrary intention clearly appears words importing:

[Link]. any one gender include the other two genders;

[Link]. the singular include the plural and vice versa (and the other way round);
and

[Link]. a person includes a natural person, corporate or incorporated body

(whether or not having separate legal personality);

[Link]. a reference to one gender shall include a reference to other genders;

2.27. If any provision in a definition is a substantive provision conferring rights or imposing

obligations on any Party, notwithstanding that it is only in the definition clause, effect shall
be given to it as if it were a substantive provision in the body of the Agreement;

2.28. Unless specifically otherwise provided, any number of days prescribed shall be determined
by excluding the first and including the las

2.29. t day or, where the last day falls on a day that is not a Business Day, the next succeeding
Business Day;

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 2.30. Where figures are referred to in numerals and in words, and there is any conflict between the
two, the numerals shall prevail, unless the context indicates a contrary intention;

2.31. Any reference to time is a reference to time in Botswana, including for purposes of the giving
and receipt of notices in terms of this Agreement;

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

3 SALE AND PURCHASE

3.1. … carries on business as a supplier of Sugar Products in Botswana and the Southern African
Region under the … Brand.

3.2. … hereby sells bulk Sugar Products to the Customer from time to time as may be ordered by
the Customer, who hereby agrees to purchase such bulk Sugar from …

4 PRICE

4.1. The purchase price payable by the Customer to … for Sugar shall be:

4.1.1 RSA 9, 600.00 per ton- Brown Sugar

4.1.2 RSA 10, 000 per ton – White Sugar

4.2 … shall provide a varying List Selling Price applicable from time to time during the currency
of this agreement, as at date of delivery, notwithstanding the date of order or delays resultant
from shortage of supply.

4.3 The purchase price payable by the Customer, as referred to in clause 4.1 shall be subject to …
List Selling Price, unless otherwise agreed to by …. The value of this price will be
determined by various criteria, including, but not limited to:-

4.3.1 Volumes purchased;

4.3.2 Equipment costs;

4.3.3 Supply method of product-delivery by … or the Transporter versus COC;

4.3.4 Customer payment terms;

4.3.5 Product costs;

4.3.6 Cost of capital i.e. interest rates;

4.3.7 Customers risk profile;

4.3.8 Value of securities on offer.

4.4. Notwithstanding the provisions of clauses 4.1 and 4.2 above, …

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 shall have the right, during the currency of this agreement, by giving written notice to the
Customer, to increase or decrease the rate of discount in respect of any or all of the products
covered by this agreement, due to changes in the various factors outlined in clause 4.3. Such
notice will be given at least 30 (thirty) days in advance.

5 DURATION OF AGREEMENT AND RENEWAL

5.1. This agreement shall commence on the effective date and shall endure for a period to be
agreed by both parties.

5.2. The agreement may be renewed, on the same terms and conditions as are contained herein,
for a further period by agreement in writing between the Parties, which agreement shall be
reached prior to the expiry of the Initial Period, failing which this agreement shall terminate
at the expiry of the Initial Period or as per clause 14 hereof.

6 PAYMENT TERMS

6.1. All bulk Sugar sold by … to the Customer will be on 50% pre-payment basis. However, …
will be able to offer terms to the Customer, subject, but not limited to:-

6.1.1. The Customer’s deemed ability to support the term;

6.1.2. The value of acceptable securities on offer from the Customer.

6.2. Where a Customer qualifies for term facilities, the credit terms and limits afforded to the
qualifying Customers will be recorded in a Facility Letter that will be issued to the Customer
by … Cessionary.

6.3. The Customer shall pay all amounts due to … by it as reflected in each statement which shall
be called a “Cost Consolidated Statement”, free of deduction or bank charges, without set-off
or counterclaim, on the dates as set out therein. All payments will be made to … or …
Cessionary if so advised in writing. The Customer agrees that, unless otherwise agreed to, all
payments to be made by the Customer pursuant to this agreement shall be made to …
Account detailed as:

Name of Account: Account No:

Bank: STANBIC BANK, GABORONE

Branch Code: 00649

Swift Code: SBICBWGX

6.4. Or by electronic funds transfer (EFT) or as advised by …to the Customer from time to time.

6.5. The Customer may not delay or withhold or defer payment of any/all amounts due by the
Customer to … or its Cessionary, as the case may be, under any circumstances whatsoever.

6.6. The payment terms, as specified in the Customer Facility Letter, may be amended from time
to time and in … sole discretion provided that such amended terms shall only become
effective 30 (thirty) days after notice in writing to the Customer by …

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 6.7. Should the Customer fail to make payment then … shall not deliver Sugar to the Customer.

6.8 The Customer shall be responsible for all taxes, excise duties and other
assessments and charges of any kind and nature, now or in the future, levied by any
governmental authority relating to the purchase, sale, storage or use of the Sugar Products.

7 TERMS AND CONDITIONS OF SUPPLY OF …'S PRODUCTS

Quality

7.1. The quality of the … Products shall comply with the minimum Botswana gazetted
specifications or SABS as applicable and as amended from time to time.

7.2. …’s obligation in terms of quality is limited to the quality specifications aforementioned, this
section shall constitute the whole of …'s obligations with respect to the description, quality
and fitness for purpose of the product to be delivered and (save to the extent that exclusion
thereof is not permitted or is ineffective by operation of law) all statutory or other conditions
or warranties, express or implied, with respect to the description or satisfactory quality of the
product or its fitness for any particular purpose or otherwise are hereby excluded.

Quantity

7.3. The quantity of .. Products purchased by the Customer and supplied by … under this
Agreement shall be approximately as per provided purchase order for Sugar.

7.4. At the time of delivery of the products the Customer shall check the seal numbers and
delivery documentation of all products before taking delivery to ensure that the invoiced
quantity of …’s product is correct.

7.5. Once the Customer has accepted delivery of the products, the Customer shall have no further
claims against … pertaining to specification, quality or quantity of the products so delivered
and agrees to pay the invoiced cost of the products under the terms set out in clauses 4 and 7.

Ordering and Supply

7.6. Orders for bulk Sugar shall be supplied to the Customer by

… in such a manner as may be required by the Customer from time to time and upon such
period of notice as may be determined by contract from time to time and notified to the
Customer by …

7.7. All ordering of the Sugar by the Customer shall be via …

e-mail or telefax provided the Customer places its order in writing to … before 12:00 noon on
any given business day and … has accepted the Customer’s order before 12:00 noon, … shall
deliver the Dealer’s order to the Customer’s nominated Property.

7.8. The Customer shall have the right to increase the volumes of sugar that the Customer commits
to purchase under this Agreement in each Month by notifying … in writing, provided that
such increase is reasonably validated/ justified. Such increase shall apply from the start of the
Month that starts not less than 30 days after the date on which the Seller received the notice.

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7.9. For each individual load, the Customer shall place an individual Purchase Order with … who
shall in turn confirm availability and revert to the Customer with a pro-forma invoice which
will serve as a confirmation of the Purchase Order.

7.10. The Customer shall pay Cash or EFT in favour of … for the amount of the Purchase Order
(as reflected on the Pro Forma Invoice).

7.11. Where an order has been confirmed by both parties, the Customer shall
provide .. with a planned monthly delivery schedule (indicating delivery locations, grade and
volumes) by the 25th of the month preceding the scheduled delivery.

7.12. In the event the Customer delays in providing a delivery schedule which in
turn affects … service delivery and for whatever reason, …or … Supplier is temporarily
unable to supply the
Customer’s requirements in respect of any of the Sugar Products, … shall be entitled to
nominate an alternative supplier. Any price and or
policy changes due to this alternative supplier will be duly communicated to
the Customer. Additional costs will be borne by the Customer provided
… communicates in time.

7.13. In the event … fails to communicate timeously in terms of the agreed times by the parties, ..
will bear the costs. No discounts will be payable by …for any purchases from such
nominated alternative supplier. The Customer is obliged to immediately resume purchasing
from … as soon as … is able to supply the Customer’s requirements upon receipt of written
notice by the Customer to that effect from …

7.14. Upon each individual load, the Customer shall raise a delivery note/ Tax Invoice as
confirmation of the actual volumes of Sugar to be transported and … shall use such
documents to perform its obligations for delivery herein.

7.15. … shall under no circumstances be liable to the Customer for

any losses, costs, claims or damage that the Customer may suffer resulting from such a
shortfall in the Customer’s requirements.

Delivery

7.16. Orders for bulk Sugar shall be made by the Customer to

… in such a manner as may be required by … from time to time and upon such period of
notice as may be determined by … from time to time and notified to the Customer by …

7.17. Delivery of the product ordered by the Customer shall take place at the
Customer’s loading terminal. In respect of loading, risk and control in and to the products
shall pass from … when the product is delivered into any nominated for the conveyance of the
products to the Customer.

7.18. Sugar shall be delivered to the Customer during business hours

on any Business Day and in loads of minimum and/or maximum quantity as may from time to
time be prescribed reasonably by … and agreed with the Customer.

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7.19. Where deliveries are made to the Customer’s premises, the Customer shall
ensure that a competent and duly appointed person is available to supervise such delivery,
sign the PoD documentation and ensure sufficient lighting on the Customer’s premises.

7.20. The Customer agrees and binds itself to the stock management, delivery, spills and
contamination management procedures as shall be provided by … Failure to comply with
these procedures will render the Customer liable for all/any loss, damages and/or costs that
may result from the failure to implement and adhere to these procedures.

7.21. The Customer warrants and undertakes that for each delivery there will be
Sufficient receiving capacity for the bulk Sugar on the Customer’s Premises. The Customer
accepts responsibility for all/any loss, leakage or contamination of all/any Sugar Product
deliverable under this agreement that may occur on the Customer’s Premises as a result of a
breach by the Customer of its obligations hereunder.

7.22. … or its appointed Transporter reserves the right to effect

delivery and to refuse to deliver under circumstances that … and/or the appointed Transporter
considers to be unsafe and/or in the absence of a competent and duly appointed person
referred to in 7.19 above.

7.23. … or its appointed Transporter, as the case may be, shall be

responsible for the safe off-loading from its vehicles the delivery of Sugar
Products. Where Sugar are delivered on pallets the Customer must provide all necessary
equipment for the Sugar Products’ safe off-loading.

7.24. When a delivery to the Customer cannot be made or is partially made as a

result of the Customer's non-observance of any term of this agreement, … shall be entitled to
claim all costs incurred for the abortive and/or partial delivery of the Sugar from the
Customer.

7.25. When upliftment of Sugar by …. are requested by

the Customer or necessitated by the Customer's default, … shall be entitled to claim all such
upliftment and delivery costs from the Customer.

7.26. Delivery service levels shall be agreed between the Parties upon signature of
this agreement.

7.27. … shall not be obliged to comply with agreed delivery service

levels in the event that there:-

7.27.1. are abnormal increases in order volume preceding a price increase and/or following
a price decrease; and/or Customer Premises restrictions;

7.27.2. and/or the Customer attains an unacceptable credit status. In these events agreed
delivery service levels will only commence upon release of the Customer’s order by
…

7.28. The Customer agrees to supply … with a signed copy of all delivery notes such as DNU or
DNC or bill of loading, within 24 hours of the Sugar Product upliftment or delivery. This can
be communicated with …. either by fax or by scanned e-mail. Failure to supply … with said

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 DNU or DNC or bill of lading may result in the Customer being invoiced for the amount
stated in the Customer’s order.

7.29. Any delivery, made under this agreement is subject to such terms and
conditions of sale as specified in this agreement, which will align with information on
accompanying delivery note(s) and/or invoice(s) relating to such delivery. In the event of any
conflict between the provisions of this agreement and of the said terms and conditions of sale,
the provisions of this agreement shall prevail.

7.30. The Customer shall not order, and … shall have no obligation to
supply, any Sugar other than in quantities in each case not less than such minimum as … may
from time to time reasonably prescribe (having regard to the nature of the Customer’s
business and its quantitative requirements.) The Customer’s order (placed by a duly
authorised representative of the Customer) for the Sugar shall constitute an irrevocable offer
to …

7.31. The products shall be non-returnable provided it complies with the parties’
agreed product specifications.

8 EQUIPMENT

8.1. In instances where … may install on the Customer’s Premises such storage and dispensing
equipment, as … considers necessary and shall have such right of access for maintenance,
renewal or removal thereof as … may require.

8.2. The said equipment, shall notwithstanding the fact that any part of it may be affixed to the
Customer’s Premises, at all times remain the property of …and may be removed on
termination of this agreement.

8.3. The Customer undertakes to keep the equipment free from any claims, liens and charges of
whatsoever nature and that the equipment shall only be used for the storage or dispensing of
Sugar ordered from …

8.4. The Customer agrees and undertakes in the event of its having hired the Premises from which
it conducts its business, that it shall notify the Lessor of the Premises that … is the owner of
the equipment and that such equipment will accordingly not be subject to any landlords
“hypothec”, lien or encumbrances nor shall the equipment be capable of being attached and
sold in execution or in any other way being dealt with by any third party whatsoever. ….
reserves the right to request confirmation of such notification to the Lessor as confirmation
that such a Lessor has been duly notified.

8.5. If …. agrees to a request from the Customer for the repositioning of the equipment or any
part thereof, such repositioning shall be effected at the Customer’s expense.

8.6. Should any part of the equipment be lost or require repair at any time, the Customer shall
forthwith notify …, … shall bear the cost of any repairs required due to fair wear and tear,
Act of God or negligence on the part of… , its agents or employees but the Customer shall be
liable for any loss of or damage to the equipment due to any other cause and for the cost of
any repairs or replacement necessitated thereby.

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 8.7. … shall under no circumstances be responsible for any direct or consequential damages of
any nature or any loss of profits sustained, as a result of or in connection with the possession,
condition, use or maintenance of the equipment or the breach by … of any of its obligations
in regard thereto.

8.8. … will have full ownership the Storage and Dispensing Equipment for the purpose of storage
therein and dispensing therefrom the Sugar obtained exclusively from … or its nominee in
terms of the Agreement. The Storage and Dispensing Equipment shall for the duration of this
Agreement remain at the Premises.

8.9. … shall:

8.9.1. Institute such control measures and carry out such inspections as it would timeously
detect any defects which may occur in the Storage and Dispensing Equipment,

8.9.2. at all times while the Storage and Dispensing Equipment shall remain installed on
the Premises, the … shall –

[Link]. comply with all obligations imposed on the site itself by the provisions of
all relevant Health, Safety, Security and Environment legislation;

[Link]. Comply with such Health, Safety, Security and Environment standards as
… may in addition prescribe in writing from time to time;

8.9.3. at all times ensure that no Sugar other than those supplied by …are stored in or
dispensed from the Storage and Dispensing Equipment; the Storage and Dispensing
Equipment is, where applicable, utilised only for the storage of such particular
Sugar for which such equipment is specifically designated and/or designed;

8.10. The Customer shall provide suitable safe access to and egress from the Storage and
Dispensing Equipment for bulk delivery vehicles and/or any other delivery medium which
may be required for the purpose of delivery of the Sugar to … satisfaction.

9 RISK AND OWNERSHIP

9.1. Risk in and to all bulk Sugar supplied by … to the Customer shall pass to the Customer, upon
upliftment at the Suppliers premises by the Customer or its Agent for COC Transactions or,
upon delivery of the Sugar by … or … Agent or the Transporter to the Customer’s Premises
or at such place or places nominated by the Customer in terms hereof and agreed to by …

9.2. In the case whereby the Customer claims that insufficient and or incorrect litres of Sugar
Product were delivered, and … has followed the procedures as set out in clause 9.1 above, the
Customer will be liable for any such discrepancy or shortfall.

9.3. In the event of any theft, fraud, unlawful removal or wrongful dispensing of Sugar Product
after transporting and during delivery, the Customer shall bear the risk and liability, unless
the Customer is able to prove that such loss was occasioned through the activities of any
criminal or criminals who are employees of … or ... Agent, as the case may be.

In the event of a spillage and/or the contamination of the natural environment for any reason
whatsoever and where it is proved that either party is the cause of the spillage or

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 contamination or cause of negligence when uplifting, transporting and/or delivering of bulk
fuel, such guilty party shall be responsible for compliance with all applicable environmental
legislation, including timeous clean-up of the contaminated area, at the their own cost.

10 EXCLUSIVITY

10.1. During the currency of this agreement and any renewal thereof, if applicable, the Customer
agrees to purchase exclusively from … the Customer’s entire requirement of Bulk Sugar at
their nominated home based sites.

10.2. In the event of the Customer ordering Sugar Product that … cannot supply to their nominated
home based sites, the Customer may, after obtaining written consent from …, purchase such
Sugar Product from an alternative supplier.

10.3. Any purchases as contemplated shall not be taken into account in the calculation of any
discounts.

11 REPORTING

11.1. … shall send the Customer, on a monthly basis, the Reports selected by the Customer from
… standard range of reports.

11.2. The Reports shall contain, at least, the information contemplated in the most recent Schedule
pertaining to Reports required by the Customer.

11.3. The Customer shall report to … any incident that has occurred that is outside the scope of
normal business, including but not limited to short deliveries, spillages, contamination and
accidents within 48 (forty eight) hours of such incident occurring.

12 FORCE MAJEURE

12.1. Notwithstanding anything to the contrary contained herein, performance of either Party’s
obligations (excluding payment obligations for Sugar already ordered and delivered) under
this agreement shall be suspended for as long as and to the extent that it is prevented or
hindered from performing same by any cause (other than financial inability) beyond its
reasonable control (hereinafter referred to as “force majeure”) which shall, if beyond such
control, include without limitation, acts of God or state of war (whether declared or not) or
terrorism or sabotage, floods, fire, civil commotions, riots, strikes, lock outs, suspension of
labour, labour disturbances, interference by trade unions, changes in the law and/or any
statutory permissions affecting the services to be provided hereunder, expropriation or
confiscation of facilities, provided that in such circumstances:-

12.1.1. the affected Party shall give prompt notice to the Other (to be confirmed
immediately in writing) of the nature and estimated duration of such force majeure;

12.1.2. the Parties hereto shall co-operate and collaborate together and use all reasonable
efforts to overcome such force majeure and/or nullify its affect; and

12.1.3. if such force majeure has not been so overcome or its affect so nullified within a
period of 60 (sixty) calendar days, then either Party hereto shall be entitled (as its

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 sole remedy therefore) to terminate this agreement at the end of 7 (seven) calendar
days written notice to this effect given to the other Party hereto.

12.2. “Force Majeure” means:

12.2.1. Any circumstance whatsoever which is not within the reasonable control of … or
… suppliers as the case may be, including, but not limited to acts of nature (fire,
flood, earthquake, storm, hurricane or other natural disaster), unavoidable accidents,
riots, acts of terrorism or war or conditions arising out of or attributable to war or
terrorism; or

12.2.2. Any curtailment, failure or cessation of supplies of Sugar from any of .. or … ,

supplier’s sources of supply (whether in fact sources of supply for purposes of this
Agreement or not); or

12.2.3. Any compliance with any law, regulation or ordinance, or with order, demand or
request of any international, national, port transportation, local or other authority or
agency, or of anybody or person purporting to be or to act for such authority or
agency or any corporation or any company directly or indirectly controlled by any
of them; or

12.2.4. Any strike, lockout or labour dispute (whether or not … or …’s suppliers, as the
case may be, are party to such matter).

12.3. In the event that there is reasonable opinion that such inability will continue for an indefinite
period over sixty (60)days, either Party shall be entitled to cancel this Agreement by giving
the other party thirty (30) days notice of cancellation, provided such cancellation shall not
release the Customer from any indebtedness or obligation incurred prior to such cancellation.

13 TERMINATION OF AGREEMENT

13.1. This agreement shall be regarded as terminated:-

13.1.1. After the expiry of 3 (three) months from the date that notice is given by …to the
Customer in writing to that effect;

13.1.2. After the expiry of 3 (three) months from the date that notice is given by the
Customer to … in writing to that effect;

13.1.3. Immediately on the occurrence of an event contemplated in clause 14 provided that

nothing hereinbefore contained shall release the Customer from complying with
any/all obligation/s to … or it’s Cessionary in respect of any payment due as at date
of such termination.

13.2. As a consequence of the termination of this Agreement, all Annexures shall be terminated
with effect from the date of termination of this agreement as contemplated in clause 14 or 15.

14 BREACH OR CANCELLATION

14.1. In the event of:-

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 14.1.1. a breach by either party of any of the terms and conditions of this Agreement which
breach is not remedied within fourteen (14) days of written notice to rectify same;

14.1.2. any default judgement against either party which remains unsatisfied for more than
14 (Fourteen) days;

14.1.3. either party being placed in provisional or final winding-up;

14.1.4. either party being placed under judicial management or where such party, if an
incorporated company, entering into business rescue proceedings in terms of the
Companies Act, Act 71 of 2008 and a resolution has being taken by the Board of its
Directors to initiate business rescue proceedings;

14.1.5. either party committing an act of insolvency in terms of the Insolvency Act No. 24
of 1936;

14.1.6. either party effecting any compromise, in composition or arrangement with its
creditors; or

14.1.7. the death of the Customer, if applicable … or … Cessionariers (as the case may
be) shall be entitled, without prejudice to any other rights it may have in terms of
law (including cancellation of this agreement), to call upon the Customer to
immediately pay to it:-

[Link]. all amounts payable in terms of all Transactions, irrespective of whether

such amounts are due at that stage or not; and

[Link]. any and all expenses and costs, including costs between attorney and his
own client, which … and … Cessionary may have incurred against the
Customer in respect thereof.

14.2. All legal costs, including costs as between attorney and his own client, charges and
disbursements incurred by the Parties, shall be borne by the Party who is in breach of this
Agreement.

14.3. The Customer agrees and declares that a certificate signed by any manager (whose
appointment need not be proved) of .. and/or … Cessionary, as to the indebtedness of the
Customer to … and/or … Cessionary at any time or as to any other fact, shall be prima facie
evidence of the indebtedness of the Customer to … and or it’s Cessionary or such other fact,
for the purpose of any application or action, judgement or order, or for any other purpose
whatsoever.

15 GOVERNING LAW, JURISDICTION AND ARBITRATION

15.1. This Agreement and any dispute or claim arising out of or in connection with it, its subject
matter or formation (including non-contractual disputes or claims) shall be governed by and
construed in accordance with laws the Republic of Botswana law.

15.2. Any dispute arising out of or in connection with this Agreement shall be settled by either
courts of Botswana or by arbitration under the rules of the Botswana Institute of Arbitrators,
in force at the date hereof.

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 15.3. The seat of the arbitration shall be Gaborone, and the arbitration shall be held at a venue in
Gaborone and be conducted in English, and in accordance with formalities and/or procedures
of the Botswana Institute of Arbitrators.

15.4. The arbitrator shall be entitled to:

15.4.1. call for and examine any documents or records which are relevant to the issue in
dispute and to take copies or make extracts therefrom and the right to have them
produced and/or delivered at any reasonable place required by him for the aforesaid
purpose;

15.4.2. interview and question under oath representatives of any of the Parties;

15.4.3. make such an award for specific performance, an interdict, damages or a penalty or
otherwise as he in his discretion may deem fit and appropriate.

15.5. The arbitration shall be held as quickly as possible after it is demanded with a view to it being
completed within sixty (60) days after it has been so demanded.

15.6. Immediately after the arbitrator has been agreed upon or nominated, he shall fix a date and
place when and where the arbitration proceedings shall be held and to set the procedure and
manner in which the arbitration proceedings will be held, provided that such proceedings
shall be held in camera and the Parties undertake to maintain utmost confidentiality with
regard thereto.

15.7. Any award that may be made by the arbitrator:

15.7.1. shall be in writing and include the reasons therefore;

15.7.2. shall be final and binding;

15.7.3. will be carried into effect; and

15.7.4. may be made an order of any Court to whose jurisdiction the Parties to the dispute
are subject.

15.8. In the event that this Agreement should terminate, for any reason whatsoever, then the
provisions of this clause 16, shall survive such termination.

15.9. This clause 16 constitutes an irrevocable consent by the Parties to any proceedings in terms
hereof and no Party shall be entitled to withdraw therefrom or to claim any such proceedings
that it is not bound by this clause 16.

16.10. This clause 16 shall not preclude any Party from obtaining relief by way of
motion proceedings on an urgent basis from a Court of competent jurisdiction, pending the
decision of the arbitrator.

16 ENTIRE AGREEMENT

16.1. This Agreement together with any documents referred to in it constitutes the whole and only
agreement between the Parties relating to the subject matter and supersedes all previous

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 agreements, document or pre-contractual statement between the Parties relating to the same
subject matter;

16.2. Each Party acknowledges that, in entering into this Agreement, it has not relied on, and shall
have no right or remedy in respect of, any statement, representation assurance or warranty
(whether made negligently or innocently) other than as expressly set out in this Agreement.

16.3. Except in the case of fraud, no Party shall have any right of action against any other Party
arising out of or in connection with any pre-contractual statement except to the extent that is
repeated in this Agreement.

16.4. For the purposes of this clause, “pre-contractual statement” includes but is not limited to any
agreement, undertaking, representation, warranty, promise, assurance, arrangement or draft of
any nature whatsoever, whether or not in writing, relating to the subject matter of this
Agreement.

17 VARIATION / AMENDMENTS

17.1. No amendment or variation of this Agreement shall be effective unless it is in writing and
signed by the Parties.

18 SEVERANCE

If any provision of this Agreement (or part of any provision) is found by any court or other
authority of competent jurisdiction to be invalid, illegal or unenforceable, that provision or part
provision shall, to the extent required, be deemed not to form part of this Agreement, and the
validity and enforceability of the other provisions of this Agreement shall not be affected.

19 WAIVER

A failure or delay by a Party to exercise any right or remedy provided under this Agreement or by
law shall not constitute a waiver of that or any other right, nor shall it preclude or restrict the further
exercise of that or any other right or remedy. No single or partial exercise of any right or remedy
shall preclude or restrict the further exercise of that or any other right or remedy.

20 ASSIGNMENTS AND CESSION

20.1. The Customer shall not cede or assign any of its rights and obligations in terms of this
agreement without … prior written consent, the giving of which shall be in … sole and
absolute discretion. … however, reserves the right to cede all or any of its Claims against the
Customer under this agreement to any third party.

20.2. … may assign or transfer this Agreement and its rights and obligations under it in whole or in
part. The Customer expressly agrees that none of the rights and obligations on the part of …
are capable of performance only by … assignment or transfer of all the Agreement will result
in the assignee taking … place for all purposes of the Agreement.

21 CUSTOMER NOT EMPLOYEE OR AGENT

Neither the Customer nor any person performing any duties or engaged in any work on its
instructions shall be deemed to be an employee or agent of … or … Cessionary.

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22 CONFIDENTIALITY

All information relating to the Sugar products, goods and services and any pricing information, or
any information marked as confidential shall be treated by the Customer as confidential and shall be
used by the Customer only for the purposes of this agreement and for no other purposes whatsoever.

23 THIRD PARTY RIGHTS

No person other than a Party to this Agreement shall have any rights to enforce any term of this
Agreement.

24 NOTICES

24.1. The Parties choose as their domicilia citandi at executandi their respective addresses
specified in clause 24.2, for all purposes arising out of or in connection with this Agreement,
at which addresses all process and notices arising out of or in connection with this
Agreement, its breach or termination may be served upon or delivered to the Parties.

24.2. The Parties’ respective addresses shall be:

24.2.1. In the case of …:

Physical Address:
Finance Park, Gaborone, Botswana

Postal Address: Molapo Crossing

Gaborone, Botswana
Tel No: +
Contact Person: ………………………………………..

Email: ………………………………………………………

24.2.2. In the case of …………………………………………….

Physical Address: ………………………………………..

……………………………………………
…………………………………………

Postal Address: ………………………………………….

……………………………………………

Tel No:

Contact Person:

Email:

24.3. Any notice required to be given pursuant to this Agreement shall be in writing and shall be
delivered personally, or via email, or by commercial courier, or by prepaid post to the

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 relevant party at the address set out in this Agreement or any other address as either party
notifies to the other from time to time.

24.4. Any notice given according to the above procedure shall be deemed to have been given at the
time of delivery (if delivered by hand), on the date and at the time of signature of the
courier’s delivery receipt (if sent by commercial courier), or five (5) business days after
posting (if sent by prepaid post).

24.5. Any notices to be given under this Agreement delivered personally or sent by first-class or
airmail pre-paid post or by facsimile transmission and shall be deemed duly served:

24.5.1. in the case of a notice delivered personally, at the time of delivery;

24.5.2. in the case of a notice sent inland by first-class pre-paid post, two (2) Business Days
after the date of dispatch;

24.5.3. in the case of a notice sent overseas by airmail, seven (7) Business Days (being
Business Days in the place to which the notice is dispatched) after the date of
dispatch; and

24.5.4. in the case of a facsimile transmission, if sent during normal business hours, then at
the time of transmission and if sent outside normal business hours then on the next
following business day provided (in each case) that a confirmatory copy is sent by
first-class pre-paid post or by hand by the end of the next Business Day.

THUS SIGNED AT................................ THIS.......... DAY OF ............................................. 2019 IN

THE PRESENCE OF THE UNDERSIGNED WITNESSES.

AS WITNESSES: for …

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

THUS SIGNED AT.....................................THIS..........DAY OF............................................ 2019, IN

THE PRESENCE OF THE UNDERSIGNED WITNESSES.

AS WITNESSES: for the Customer

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

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