Impala RFI: Water Treatment Services
Impala RFI: Water Treatment Services
Submit electronically to
[email protected];
And:
[email protected]
Commodity:
RFI: A3867 – Water treatment services and supply
Compressors and Refrigeration plant
Always use the RFI number and Commodity in the Subject line on email when sending
documents/responses or queries. Please note that the Economic Inclusion Centre (EIC) has
facilities available for you to submit the RFI.
TABLE OF DEFINITIONS
Abbreviation Definition
B-BBEE Broad-Based Black Economic Empowerment
ED Enterprise Development
EME Exempt Micro Enterprises
ESD Enterprise & Supplier Development
ESG Environmental, Social, & Governance
Impala Impala Platinum Limited – Rustenburg Operations
QSE Qualifying Small Enterprises
RFI Request for Information
RFP Request for Supplier Proposal
SANAS South African National Accreditation System
SD Supplier Development
SLA Service Level Agreement
SME Small Medium Enterprises
SMME Small Medium & Micro Enterprises
TOM Target Operating Model
1. INTRODUCTION
• Inclusive procurement (IP), Enterprise and Supplier Development (ESD) are strategies
aimed at promoting economic growth and social equity by actively engaging diverse
suppliers and supporting the growth of small and historically disadvantaged suppliers.
• Impala Platinum Limited – Rustenburg Operations has embarked on a journey to integrate
its approach to Inclusive Procurement (IP) and Enterprise and Supplier Development
(ESD) and sustainably enhance its efforts for greater mine community value and impact.
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• To this end, Impala Rustenburg has embarked on a four-phased project to identify, validate,
and establish a list of potential set-aside opportunities through methodically assessing
Mine community capability and competency linked to identified procurement opportunities
whereafter execution by the commercial team will commence for matched opportunities
during the financial years 2024 and 2025.
• The first segment of Phase 1: Idenfication and Phase 2: Validation has been completed
and through this Request For Information (RFI) are commencing with Phase 3: Market
Assessment through RFI. This phase focuses on the execution of the market assessment
on the initial identified opportunities and intends to achieve outcomes that will produce a
potential list of opportunities that can be set-aside for the Mine community (Tier 1) suppliers
moreover enable the development of targeted and fit for purpose ESD initiatives linked to
the opportunity sets/commodity areas which would be further enriched by the conduct of
supplier diagnostics.
• Through this phase, Impala Rustenburg operations, strives to engage more meaningfully
through IP/ESD and share procurement opportunities well in advance to enable Mine
community suppliers to be better positioned when the opportunity arise.
Please Note:
1.1 No pricing or proposal will be required at this stage. Only information reflected in this
document is required.
1.2 Impala reserves the right to determine which companies will proceed to the next phase
of this process without furnishing reasons for its decision.
1.3 This RFI does not constitute a commitment, implied or otherwise, that Impala will
continue with any further procurement action.
1.4 Impala will not be responsible for or pay for any expenses or losses which the Supplier
may incur in the preparation of a response to this RFI.
1.5 Impala reserves the right to award the work jointly to more than one successful
respondent in part or in full.
1.6 THIS IS A REQUEST FOR INFORMATION (RFI) ONLY AND IS NOT A BID
SOLICITATION. This RFI is issued solely for information and planning purposes – it
does not constitute a Request for Proposal (RFP).
1.7 To fully comprehend the information contained within a response to this RFI, Impala
may seek further clarification on that response. This clarification may be requested by
means of e-mail issued from Impala.
2. SUBMISSION DETAILS
2.1 Respondents with relevant experience and capability are invited to submit their
documents for the RFI.
2.2 Supplier Packages must be submitted electronically as further detailed below:
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2.3 Always use the RFI number and Commodity in the Subject line on email when
sending documents/responses or queries.
2.4 To qualify for the next phase of the process, Impala will take the following into
consideration:
2.4.1 Meeting the minimum submission requirements of and answer all of Annexure
B, C, D, E & F.
2.4.2 B-BBEE and Mine Communities – apart from being a BEE compliant supplier
(>25% HDP and B-BBEE Recognition level 4 or better) further preference will
be given to suppliers who are:
• ≥51% HDP Owned and Controlled
• ≥51% Black Women Owned and Controlled
• ≥51% Black Youth Owned and Controlled
• Suppliers that have a physical business address within the local
areas.
2.4.3 Contactable references.
2.5 Omissions or late delivery of the above Annexures and required compulsory
documentation may lead to disqualification of your participation from the process.
3. SCOPE OF WORK
3.1 The scope of work is detailed in Annexure A. Please complete the Capability matrix
on page 28 at the bottom of the Scope of Work. Note this is only a RFI process.
4. COMPULSORY DOCUMENTATION
4.1 In confirming your interest in potentially participating in the above process, you are
required to complete on form and submit the following documentation electronically
to the Email address, as stated in paragraph 2.2.
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5. QUERIES / CLARIFICATIONS
5.1 All queries relating to this RFI must be submitted to the e-mail address as indicated
in paragraph 2.2
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Detailed scope with outcomes and input (aligned to Task and Deliverable); please note the
references listed in Annexure C, point 6, must relate to the SOW as per below. Complete the
Capability matrix on page 28 below this annexure.
A. SERVICE REQUIREMENTS
The service to be provided shall be as follows:
1. GENERAL:
1.1 The Contractor is responsible for the cost effective, hands-free – (for Impala personnel)
– water treatment chemical suuply, dosing monitoring and control.
1.2 The contractor must appoint experienced, competent representatives. Relevant
engineering personnel and the engineering foreman and the responsible engineer shall
be provided with emergency telephone numbers which are operational 24 hours a day, 7
days a week.
1.3 The Contractor shall visit, perform water analyses and visually inspect each system being
treated at least once per week on normal days (Mondays to Fridays) between 07:00 and
14:00. Typed recommendations and adjustments shall be submitted to the Engineering
Foreman for approval with a copy to the Responsible Engineer,
1.4 The contractor shall submit a monthly schedule of visits planned to the applicable water
systems to the Enginering Foremena and the company’s consultant by not later than the
third (3rd) day of each month.
1.5 The Contractor shall attend and actively participate in problem solving meetings with the
Engineering Foreman and the company’s consultant on a monthly basis. A three monthly
meering will be held which must be attended by the representative’s immediate superioirs.
1.6 The contractor shall discuss major adjustments with the Responsible Engineer and the
company’s consultant.
1.7 The Contractor shall assist the Responsible Engineer with investigations where problems
are encountered with product performance, this to be done in conjunction with the
company’s consultant.
1.8 The Contractor shall endevour to improve on the measured result and continuous
innovation should be visible to optimize treatment and minimize costs.
1.9 The Contractor shall conduct on-site chemical analysis of water samples and monitor
corrosion, scaling and micro-biological conditions by means of proven field techniques
(i.e. corrosion coupons, scale detector and bacteriological dip slides, etc)
2. GENERAL:
2.1 The Contractor shall submit a typed weekly report – reflecting the following data: make-up
water systems water and recommended parameter as set out in the attached report form
– to the Engineering Foreman, Responsible Engineer and the company’s consultant. The
report will include:
2.1.1 Make-up water
Two sources of make-up waters will be utilized for make-up purposes:
1. Polable water (Rand water and Magalies Water (Vaalkop W.T.P) for open
recirculating cooling circuits.
2. Systems waters and chemical analysis shall include the following elements –
weekly;
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2.2 Results from on-site chemical analyses shall be reported on the attached analysis report
and shall be presented graphically on a monthly basis.
2.3 Weekly and monthly water consumption shall be recorded on the attached analysis resport
and presented in graphical format monthly.
2.4 Malfunctions of equipment together with corrective action taken shall be reported to the
Engineering Foreman and Responsible Engineer.
2.5 Adjustments to chemical dosing equipment, which shall be made only with the approval of
the Responsible Engineer.
2.6 Other problems encountered and action taken – shall be reported in a typed format to the
relevant Engineering Foreman.
2.7 The Contractor shall correlate the results of on-site analyses from their laboratory (or a
third party laboratory) and the company’s laboratory. These results should check within
5% and be investigated should this tolerance be exceeded and corrective action must be
taken.
2.8 The Contractor shall submit, by no later than the 3rd of each month, a monthly summary of
chemical cost and water usage for all systems being treated by the successful contractor
during the previous month.
2.9 The contractor shall submit a business review to the Responsible Engineer and the
company’s consultant at a three monthly meeting.
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3. CHEMICALS:
3.1 Chemical treatment cost for open recirculation cooling circuits will be on a fix price basis
and shall be within 5% of that agreed between the successful Contractor and the Principal
for a particular system and make-up water quality in open recirculating cooling circuits.
3.2 No full or emplty chemical supply containers are allowed to be left on site and should be
removed by the supplier. Treatment chemicals should be transferred to the appropriate
batching tanks empty containers shall be removed by the supplier immediately.
4. EQUIPMENT:
4.1 Battery limit
4.1.1 Electrical – Power supply box – Impala electrician to connect into box or if plug
is provided, the contractor may connect.
4.1.2 Mechanical – Impala will provide sockets complete with shut-off valves on
process pipe line for dosing and monitoring equipment.
4.2 All dosing and monitoring equipment (including suitable – Conductivity based bleed
cntrollers) shall be supplied by the Contractor on a service exchange basis for as long as
the Contractor chemicals are being used, or negotiate a contract to supply, install and
maintain equipment on an amortization basis over the duration period of the contract.
4.3 Operating and maintenance instructions for the equipment in service shall be supplied by
the Contractor.
4.4 The Principal reserves the right to purchase all monitoring and dosing equipment from the
Contractor and to negotiate a contract regards to maintenance aand replacement thereof.
4.5 Equipment shall be services and calibrated once per week by the Contractor. All pH
meters will be supplied and maintained by the Principal. Replacement cost for pH
probes will be for their account. Replacement frequency to be discussed with the
successful Contractor. Defective pH meters must be reported immediately to the
Responsible Engineer or Engineering Forman in writing.
4.6 The contractor shall supply corrosion racks for installation of wight loss coupons in order
that, corrosion can be monitored by the company’s consultant.
4.7 The contractor shall discuss any quotation / proposalrelating to water treatment /
equipment with the Responsible Engineer and the company’s consultant.
4.8 Impala will provide and maintain flow meters to each system.
4.9 All treatment chemical dosing points should be fitted with a dosage nipple diffuser
inside the receiving line to prevent corrosion damage, resulting from high
concentration of treatment chemical (s) in the dosing area.
4.10 All chemical dosing, shall be automated using a timer
4.11 All chemical dosing lines should be properly labelled – metal labels – at the dosing
point.
B. GENERAL
1. CONSULTATION
The Prinsipal shall have the right to appoint an independent consultant(s) to: manage,
conduct tests, inspect systems, review, scrutinize analytical results, attend any meeting
between the Principal and the Contractor.
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The Contractor will be required to state in tender stage, in the space provided:
3.1 Supply depot(s) at which stock will be maintained and from which deliveries will be
made
3.2 Address to which delivery instruction notes are to be forwarded in emergencies only
– the contractor to maintain plant stock levels at all times without any
notification from the Principal.
3.3 Name and address of payee, and
3.4 Method (s) by which deliveries will be effected and provide the following information
in writing:
3.4.1 Proof of licence to transport hazardous and water treatment chemicals;
3.4.2 Material Safety Data Sheets for the chemical supplied;
3.4.3 Proof of competence of person(s) handling off-loading or decanting,
transferring of chemicals delivered on site;
3.4.4 Off-loading procedures on site;
3.4.5 Method(s) and decanting, transfer procedures to fill bulk or semi bulk tanks
on site and prove that mixing of treatment chemicals either in the system’s
water or accidentally during off-loading into the wrong tank; will not result
in hazardous or nuisance gases being formed due to chemical reactions;
and
3.4.6 Emergency procedure(s) to be followed should a spillage, waste or
accident occurs during off-loading on site.
The Water Treatment Chemicals shall be supplied in bulk or semi-bulk – all chemicals
transferred to an appropriate batching tank, immediately on arrival on site. No loose drums
or containers are allowed to be left on site after deliveries.
Each container bulk, semi-bulk or small shall be indelibly (waterproof marking) marked with
the following information:
a) Batch number
b) Date of Manufacture
c) Identification of Product name and use
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The Contractor shall supply M.S.D.S / Hazchem Sheets for all chemicals supplied, delivered and
used on site for the purpose of this contract. All data sheets must comply with the requirements
of the General Administration 7(1) of the Occupational Health and Safety Act 85 of 1993. (O.H.S.
Sct 85 1993).
6. EQUIPMENT
The Contractor shall provide equipment for effective dosing of the recommended water treatment
chemicals and monitoring of the total system as and when required and the attention of the
Contractor is therefore drawn to “SERVICE REQUIREMENTS” Section (B). The specific
equipment which they will supply with full specifications of the equipment to be supplied.
Samples shall furthermore be accompanied by a letter addressed to the Director General, South
African National Standards, Private Bag X191, Pretoria,0001, endorsed for the attention of
Industrial Chemical Division, confirming dispatch of samples and formally requesting the SANS to
test the Water Treatment Compounds in accordance with the requirements detailed above.
This specification details the requirement for water treatment compounds to control scale,
corrosion and bacteria in open recirculating cooling water circuits – Compressor and
Refrigeration Plants.
3. REQUIREMENTS:
3.1 Compatibility:
Treatment compounds shall be compatible with each other and shall not be harmful to
the environment nor the personnel.
3.3 Formulation:
The compound shall be supplied in liquid form.
3.4 Corrosion:
The corrosion rate shall not exceed 5MPY.
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3.5 Scale:
There shall be no scale at the dosage rates recommended by the Contractor / Supplier.
4.1.2 Sampling:
The Consultant of the Principal shall have the right in instances where he is of
the opinion that the cooling water treatment chemicals do not comply with the
quality requirements in the contract to take a sample of compound from the
Contractor’s batch from the company. The samples shall be submitted to the
SANS for testing in accordance with the requirements of the specification.
Failure to comply with this specification shall be cause for rejection of the batch.
If the batch does not comply with the requirements of the specification then
further batches shall be subject to consignment inspection by the SANS. The
cost of the tests and consignmentinspection shall be for the Contractor’s
account.
writing to the Principal. The contractor shall resubmit samples of the changed
product to the SABS for testing.
5.1 Marking
Each container whether bulk, semi-bulk or drum, shall be legibly and indelibly marked
with the following information:
1) Mass
2) Container volume
3) Date of filling at contractor’s premises
4) Application of chemical (e.g. anti-scalant, biocide)
5) Condition of storage
6) Batch number
7) Contractor(s) name, trade name or trade mark
8) Date of manufacture
9) Expiry date
10) Precautions to be observed.
6. TREATMENT PROGRAMME:
6.1 General
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Quantities for each system shall be listed and given to the Engineering
Foreman and Responsible Engineer.
e) Provide no interruption of production due to waterside problems.
f) A technical data sheet shall be included for all treatment chemicals and
should include data such as:
⎯ General product information
⎯ Physical properties thermal stability
⎯ Chemical reactivity / compatibility
⎯ Dosing instruction
⎯ Risk analysis on hazards caused by spillage or accidental damage of
container
⎯ Regulatory approvals
⎯ Toxicology data and patents
6.3 Biocide
6.4 Algaecide:
a) Only one type of algaecide shall be used. It shall be in liquid form and
synergistic and compatible with halogens or other oxidizing biocides.
The applied treatment chemicals shall operate in systems containing carbon steel,
cupronickel, brass, stainless steel, titanium, copper and should not affect neoprene or
rubber seals in systems.
The contractor shall ensure control parameters are within the specified minimum and
maximum values at all times.
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NOTE: Both Rand Water and Magalies Water (Vaalkop dam D.T.P.) are used as make-up for
Cooling Towers. Tenderers should base their calculations on the make-up used at
the specific cooling system.
COLD WATER
Attached “Water Analysis Report” to be completed for each system and submitted weekly to
Engineering Superintendents, Engineering Manager and the Company’s consultant.
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PLANT DATA
Shaft No 1
Load Factor % 77 77 77 77 77
Delta T Deg C 8 8 8 8 8
Cycles of Conc. CC
Windage m3/h
Bleed m3/h
Actual Measured
make-up per
month m3
Calculated make-
up per month
m3
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Shaft No 1.B
Refrigeration Plants
Load Factor % 85 77
Delta T Deg C 8 8
Cycles of Conc. CC
Windage m3/h
Bleed m3/h
m3
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Shaft No 2
Compressors
Load Factor % 85 77 77
Delta T Deg C 8 8 8
Cycles of Conc. CC
Windage m3/h
Bleed m3/h
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Shaft No 5B / 7A
Compressors
Load Factor % 77
Delta T Deg C 8
Cycles of Conc. CC
Windage m3/h
Bleed m3/h
m3
m3
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Shaft No 9
Load Factor % 77 77
Delta T Deg C 8 8
Cycles of Conc. CC
Windage m3/h
Bleed m3/h
m3
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Shaft No 10
Compressors Refrigeration
Plant
Load Factor % 77 77 77
Delta T Deg C 8 8
Cycles of Conc. CC
Windage m3/h
Bleed m3/h
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Load Factor % 77 77 77 77 77
Delta T Deg C 8 8 8 8 8
Cycles of Conc. CC
Windage m3/h
Bleed m3/h
Actual Measured
make-up per month
m3
Calculated make-up
per month
m3
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C10 C11
Load Factor % 77 77 77 77
Delta T Deg C 8 8 8 8
Cycles of Conc. CC
Windage m3/h
Bleed m3/h
Actual Measured
make-up per month
m3
Calculated make-up
per month
m3
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Load Factor % 77 77 77 77
Delta T Deg C 8 8 8 8
Cycles of Conc. CC
Windage m3/h
Bleed m3/h
Actual Measured
make-up per month
m3
Calculated make-up
per month
m3
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Central Compressors
3VK
Compressors
Load Factor % 90
Delta T Deg C 8
Cycles of Conc. CC
Windage m3/h
Bleed m3/h
m3
m3
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DESCRIPTION QTY
SHAFT 1 - OPEN RECIRCULATION COOLING CIRCUITS COMPRESSORS 3
SHAFT 1 - OPEN RECIRCULATION COOLING CIRCUITS REFRIGERATION PLANTS 2
SHAFT 1B - OPEN RECIRCULATION COOLING CIRCUITS REFRIGERATION PLANTS 2
SHAFT 2 - OPEN RECIRCULATION COOLING CIRCUITS COMPRESSORS 3
SHAFT 5B/7A - OPEN RECIRCULATION COOLING CIRCUITS COMPRESSORS 1
SHAFT 9 - OPEN RECIRCULATION COOLING CIRCUITS COMPRESSORS 1
SHAFT 9 - OPEN RECIRCULATION COOLING CIRCUTS REFRIGERATION PLANTS 1
SHAFT 10 - OPEN RECIRCULATION COOLING CIRCUITS COMPRESSORS 2
SHAFT 10 - OPEN RECIRCULATION COOLING CIRCUTS REFRIGERATION PLANTS 1
SHAFT 11 - OPEN RECIRCULATION COOLING CIRCUITS COMPRESSORS 2
SHAFT 11 - OPEN RECIRCULATION COOLING CIRCUITS REFRIGERATION PLANTS 3
SHAFT 12 AND 12 NORTH - OPEN RECIRCULATION COOLING CIRCUITS COMPRESSORS 2
SHAFT 12 AND 12 NORTH - OPEN RECIRCULATION COOLING CIRCUITS REFRIGERATION PLANTS 2
SHAFT 14 AND 14B NORTH - OPEN RECIRCULATION COOLING CIRCUITS COMPRESSORS 2
SHAFT 14 AND 14B NORTH - OPEN RECIRCULATION COOLING CIRCUITS REFRIGERATION PLANTS 2
CENTRAL COMPRESSORS 1
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Capabilities
Capability matrix
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1. Supplier’s Details
1.3 Address
Additional information:
2.16 Please indicate if:
• your company is >51% black-
2.16.1
owned and controlled?
• your company is >51% youth-
2.16.2
owned and controlled?
• your company is >51% women-
2.16.3
owned and controlled?
• Are any of your
If yes, please attach the Kgosana
2.16.4 shareholders/directors a member
letter – COMPULSORY
of the Royal Bafokeng Nation?
• Are any of your
shareholders/directors from the If yes, please attach your Proof of
2.16.5 Residence - COMPULSORY
community of Freedompark,
Seraleng or Meriteng?
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1. Company Contacts
Please advise the names of the Telephone Mobile Email
following:
Managing Director
Contracts
Director
Financial
Director
Technical
Director
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3. Financials
Financial Year 2020/2021 2021/2022 2022/2023
4. Years of Operation
How long has your organization Attach company profile
been in operation
• Less than 1 year
• Between 1 and 2 years
• Between 2 and 4 years
• More than 4 years
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5. Insurances
Do you have the following Yes / No Amount of Cover
insurance?
Public Liability
Workman’s Compensation - Attach COIDA Certificate Attach details of each policy
COIDA
Professional Indemnity
Insurance
6. References
Please list a suitable number of references over the previous three years that you consider best represents
your companies’ capability of delivering quality projects/services/products on time. Please confirm that you
have no objection to Impala Platinum Limited contacting people or companies that you list. Use the
attached sheets as required.
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1 Method of
Project: Procurement:
Contract Value –
Rands
Client Contact Details:
Commencement &
Completion:
2 Method of
Project: Procurement:
Contract Value –
Rands
Client Contact Details:
Commencement &
Completion:
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3 Method of
Project: Procurement:
Contract Value –
Rands
Client Contact Details:
Commencement &
Completion:
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CONFIDENTIALITY AND
NON-DISCLOSURE AGREEMENT
Between
and
_________________________________
(Hereinafter the “Counterparty”)
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Table of Contents
1. INTERPRETATION .............................................................................................................. 42
2. DISCLOSURE AND USE OF CONFIDENTIAL INFORMATION ........................................ 47
3. PERMITTED DISCLOSEES ................................................................................................. 49
4. RETURN OF CONFIDENTIAL INFORMATION .................................................................. 50
5. FORCED DISCLOSURE ...................................................................................................... 51
6. DURATION ........................................................................................................................... 51
7. BREACH .............................................................................................................................. 52
8. NO WARRANTY AND/OR OFFER AND/OR RIGHTS ........................................................ 53
9. BENEFIT .............................................................................................................................. 54
10. CONFLICT OF INTEREST ................................................................................................... 54
11. NOTICES AND DOMICILIA ................................................................................................. 56
12. APPLICABLE LAW AND JURISDICTION .......................................................................... 57
13. GENERAL ............................................................................................................................ 57
14. COSTS ................................................................................................................................. 58
15. SIGNATURE......................................................................................................................... 59
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1. INTERPRETATION
1.1 In this Agreement, unless the context indicates a contrary intention, the following words
and expressions bear the meanings assigned to them and cognate expressions bear
corresponding meanings:
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unlawfully or in contravention of a
confidentiality agreement with the
Disclosing Party or its Affiliates or other
contractual, legal or fiduciary duty of
confidentiality;
1.2 any substantive provision, conferring rights or imposing obligations on a Party and
appearing in any of the definitions or elsewhere in this Agreement, shall be given effect
to as if it were a substantive provision in the body of the Agreement.
1.3 Reference to "business days" shall be construed as any day other than a Saturday,
Sunday or public holiday as gazetted by the government of the Republic of South Africa
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from time to time. Any reference to "business hours" shall be construed as being the
hours between 08h00 and 17h00 on any business day. Any reference to time shall be
based upon South African Standard Time.
1.4 Unless specifically otherwise provided, any number of days prescribed shall be
determined by excluding the first and including the last day or, where the last day falls on
a day that is not a business day, the next succeeding business day.
2.1 The Disclosing Party and the Receiving Party intend entering into discussions with
regards to the Proposed Transaction and during future interactions between the Parties
relating to the Permitted Purpose, the Disclosing Party will disclose certain Confidential
Information to the Receiving Party and the Receiving Party will gain knowledge of the
Confidential Information of the Disclosing Party.
2.2 Subject to the provisions of clause 1.1.3(e), the Receiving Party shall not without the prior
written consent of the Disclosing Party disclose to any Person:
2.2.1 any information with regards to the Proposed Transaction, or the terms and other
facts related thereto, including without limitation, the fact that discussions regarding
the Proposed Transaction are taking place or the status thereof; or
2.2.2 give any press release or make any other public announcement with regards to the
Proposed Transaction.
2.3 Notwithstanding anything to the contrary contained in this Agreement, the Receiving
Party hereby provides the Disclosing Party with an undertaking to maintain the secrecy
of the Confidential Information disclosed to it by the Disclosing Party or its Affiliates, on
the terms and conditions set out in this Agreement.
2.4 The Disclosing Party shall disclose to the Receiving Party such relevant Confidential
Information as may be in the possession of the Disclosing Party and as will, in the sole
and absolute discretion of the Disclosing Party, be required by the Receiving Party for the
Permitted Purpose.
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2.5.1 the Confidential Information is a valuable, special and unique asset of the Disclosing
Party and/or its Affiliates; and
2.5.2 the Disclosing Party and/or its Affiliates may suffer irreparable harm or substantial
economic and other loss in the event of such Confidential Information being
disclosed or used otherwise than in accordance with this Agreement.
2.6 All Confidential Information disclosed by the Disclosing Party to the Receiving Party or
which otherwise comes to the knowledge of the Receiving Party, is acknowledged by the
Receiving Party:
2.6.1 to be proprietary to the Disclosing Party and/or one or more of its Affiliates; and
2.6.2 not to confer any rights of whatsoever nature in such Confidential Information on the
Receiving Party.
2.7 The Receiving Party irrevocably and unconditionally agrees and undertakes:
2.7.1 to treat and safeguard the Confidential Information as strictly private, secret and
confidential;
2.7.2 to protect the Confidential Information by using the same degree of care, but no less
than a high degree of care, to prevent the dissemination to third parties or publication
of the Confidential Information as Receiving Party uses to protect its own confidential
information of a like nature;
2.7.3 not to use or permit the use of the Confidential Information for any purpose other
than for the Permitted Purpose and, in particular, not to use or permit the use of the
Confidential Information, whether directly or indirectly, to obtain a commercial,
trading, investment, financial or other advantage over the Disclosing Party and/or its
Affiliates or otherwise use it to the detriment of the Disclosing Party and/or its
Affiliates;
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2.7.5 not to copy or reproduce or store in a retrieval system or database the Confidential
Information by any means without the prior written consent of the Disclosing Party,
it being recorded that any copies shall be and remain the property of the Disclosing
Party;
2.7.6 to keep all Confidential Information safe and secure and to take all such steps as
may be reasonably necessary to protect it against theft, damage, loss, unauthorised
access (including access by electronic means) and to prevent Confidential
Information from falling into the hands of unauthorised third parties.
3. PERMITTED DISCLOSEES
3.1 The Receiving Party shall be entitled to disclose the Confidential Information only to
Permitted Disclosees.
3.2 The Receiving Party shall inform such a Permitted Disclosee of, and take all practical
steps to impress upon him or it, the secret and confidential nature of the Confidential
Information and the Receiving Party's obligations under this Agreement.
3.3 The Receiving Party shall be responsible for procuring that the Permitted Disclosees
abide by the provisions of this Agreement and agree to be bound by the confidentiality
undertakings given to the Disclosing Party by the Receiving Party in this Agreement. The
Receiving Party shall be responsible for any breach of the terms of this Agreement by
any Permitted Disclosee as if such Permitted Disclosee had been a Receiving Party under
this Agreement and to the same extent such Receiving Party would have been
responsible under this Agreement for its own breach of the same obligations.
3.4 The Receiving Party shall (if requested to do so by the Disclosing Party) procure that the
Permitted Disclosees give a written undertaking in favour of the Disclosing Party in regard
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to the Confidential Information on substantially the same terms and conditions contained
in this Agreement.
3.5 The Receiving Party's failure to obtain receipt of the written undertaking shall in no way
detract from the Receiving Party's obligations in terms of this Agreement and particularly
in terms of the remaining provisions of this Agreement.
3.6 The Receiving Party shall keep a written record showing the names and addresses of all
Permitted Disclosees to whom Confidential Information has been disclosed and shall
furnish such written record to the Disclosing Party, upon request.
4.1 The Receiving Party shall, at its own expense, within 10 (ten) business days of the date
of written demand from the Disclosing Party:
4.1.1 return or destroy (as stipulated by the Disclosing Party), and procure the return or
destruction of all Confidential Information disclosed by the Disclosing Party and/or
its Affiliates and all copies of it (whether in paper, electronic or other format) held by
the Receiving Party or by a Permitted Disclosee without keeping any copies or partial
copies thereof;
4.1.2 destroy, and procure the destruction of all analyses, compilations, notes, studies,
memoranda or other documents prepared by the Receiving Party or by any
Permitted Disclosee which contain or otherwise reflect or are generated from the
Confidential Information disclosed by the Disclosing Party and/or its Affiliates;
4.1.3 delete or procure the deletion of all Confidential Information disclosed by the
Disclosing Party and/or its Affiliates from any computer, word processor or other
device in the possession or control of the Receiving Party or any Permitted
Disclosee; and
4.1.4 furnish the Disclosing Party with a certificate by an officer of the Receiving Party that
the Receiving Party and (to the best of the Receiving Party's knowledge, information
and belief having made all reasonable enquires) all Permitted Disclosees have
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4.2 The Receiving Party shall not be required to return, destroy or delete Confidential
Information disclosed by the Disclosing Party and / or its Affiliates to the extent that it is
required to retain such Confidential Information by law or to satisfy the rules and
regulations of a regulatory body to which the Receiving Party or any Permitted Disclosee
is subject or for the purposes of its own bona fide corporate governance purposes. For
the avoidance of doubt, the obligations of confidentiality contained in this Agreement will
continue to apply to such retained Confidential Information.
5. FORCED DISCLOSURE
5.1 In the event that the Receiving Party is required to disclose Confidential Information
pursuant to a requirement or request by operation of law, regulation or court order, it will:
5.1.1 advise the Disclosing Party thereof in writing prior to disclosure, to the extent legally
possible;
5.1.2 take such steps to limit the disclosure to the minimum extent required to satisfy such
requirement and to the extent that it lawfully and reasonably can;
5.1.3 afford the Disclosing Party a reasonable opportunity, to the extent legally possible,
to intervene in the proceedings;
5.1.4 comply with the Disclosing Party's reasonable requests, if allowable, as to the
manner and terms of any such disclosure; and
5.1.5 notify the Disclosing Party of the Receiving Party of, and the form and extent of, any
such disclosure or announcement immediately after it is made, to the extent legally
possible.
6. DURATION
The obligations of the Receiving Party with respect to each item of Confidential Information
shall commence on the date on which such information is disclosed or otherwise received
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(whether before or after the Signature Date) and shall endure for a period of 5 (five) years
from Signature Date.
7. BREACH
7.1 The Receiving Party agrees that its obligations in terms of this Agreement are necessary
and reasonable in order to protect the Disclosing Party’s and its Affiliates’ business.
7.2 Without prejudice to the other rights of the Disclosing Party, in the event of any
unauthorised disclosure or use of the Confidential Information which is or is reasonably
likely to constitute a breach of any provision of this Agreement, the Receiving Party shall,
at the sole cost of the Receiving Party:
7.2.1 immediately notify the Disclosing Party in writing and take such steps as the
Disclosing Party may reasonably require in order to remedy or mitigate the effects of
such actual or threatened breach; and
7.2.2 use all reasonable commercial endeavours to assist the Disclosing Party in
recovering and preventing the use, dissemination, sale or other disposal of such
Confidential Information.
7.3.1 cancellation is not an appropriate remedy for breach of this Agreement and this
Agreement may not be cancelled or terminated save by written agreement between
the Parties; and
7.3.2 damages alone may not be an adequate remedy for any breach of the obligations
set out in this Agreement and that the remedies of interdict, specific performance
and any other equitable relief (including, without limitation, injunctive relief) is
appropriate for any threatened or actual breach of this Agreement. The Disclosing
Party will be entitled to apply for such remedy, in addition to any other remedy to
which it may be entitled in law (other than the remedy of cancellation).
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7.4 The Receiving Party accepts full liability for the maintenance of the confidentiality of the
Confidential Information and hereby unconditionally and irrevocably indemnifies and
holds the Disclosing Party and each Affiliate harmless against any and all direct loss,
action, expense, claim, harm or damages of whatsoever nature suffered or sustained by
the Disclosing Party or any of its Affiliates pursuant to:
7.4.1 a breach or threatened breach by the Receiving Party of the provisions of this
Agreement; and
7.4.2 any Permitted Disclosee failing to keep the Confidential Information confidential.
7.5 Should any unauthorised disclosure of Confidential Information take place in breach of
the provisions of this Agreement, the Disclosing Party shall, in addition to the aforegoing,
be entitled by written notice to the Receiving Party to terminate all obligations to provide
information to the Receiving Party with immediate effect and no further information will be
disclosed to the Receiving Party in terms of this Agreement.
7.6 Should any unauthorised disclosure of Confidential Information take place in breach of
the provisions of this Agreement, the Disclosing Party shall, in addition to the aforegoing,
be entitled to claim indirect and consequential damages.
8.1.1 does not give or make any warranty, representation or undertaking, express or
implied, as to the accuracy or completeness of any of the Confidential Information or
other information received by the Receiving Party or its Permitted Disclosees or as
to the reasonableness of any assumptions on which any of the same is based;
8.1.2 does not accept any responsibility or liability (direct or indirect) for the use of the
Confidential Information by the Receiving Party or its Permitted Disclosees.
Affiliates shall constitute an offer or invitation to the Receiving Party. Nothing in this
Agreement shall be construed as committing either Party to enter into a further contractual
relationship.
9. BENEFIT
9.1 Except as provided for in this clause 9, the undertakings given by the Receiving Party in
this Agreement shall be for the benefit of and may be enforced by the Disclosing Party
and any successors-in-title. The undertakings shall be deemed to have been imposed
as a stipulatio alteri for the benefit of any successor-in-title and such benefit may be
accepted by such person at any time. The fact that any undertaking may not be
enforceable by one of them will not affect its enforceability by any other party.
9.2 This Agreement is made for the benefit of the Disclosing Party and its Affiliates from time
to time, and any entity which is an Affiliate of the Disclosing Party may enforce this
Agreement as if they were the Disclosing Party and a party to this Agreement.
10.1 The Implats Code of Ethics is binding on every employee, officer, director, contractor and
supplier who have an obligation to recognise all conflicts of interest when they arise and
deal with them in the manner required in the Implats Code of Ethics. It is also required
that one must refrain from engaging in practices or pursuing private interests which could
conflict with those of Implats. A copy of the Code of Ethics is available on the following
link: https://www.implats.co.za/supplier-development.php.
10.2 Save for anything to the contrary contained in this Agreement, the Receiving party is
required to complete the Conflict of Interest portion below stipulating the type of Conflict
for the consideration of the Disclosing Party:
NAME CONFLICT
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10.3 Such conflict of interest shall include each individual who has any conflict of interest with
any other party in terms of the proceedings envisaged for the purposes of the Non-
Disclosure Agreement.
10.4 Albeit not a closed list of conflict, a potential conflict exists when a party has competing
interests or loyalties because of their duties to more than one person or organization or
where their position relative to Impala may benefit themselves or their organisation
unduly.
10.5.1 Are you or any members of your company or joint venture agreement (if
applicable) an employee of any Implats South
African Operations?
Yes No
10.5.2 Do you or any members of your company or joint venture partners (if applicable)
have family employed by any Implats South African Operations?
Yes No
10.5.3 Are you or any members of your company or joint venture partners (if
applicable) married to an employee of any Implats
South Africa Operations?
Yes No
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10.5.4 Any undeclared conflict of interest may, at the Disclosing Party’s sole and
absolute discretion, result in a claim for damages; possibility of disciplinary
action resulting in the termination of employment (if applicable) and/or
interdictory relief and/or any other sanction as against the Receiving Party that
is mandated by Law.
11.1 The Parties select as their respective domicilia citandi et executandi the following physical
addresses, and for the purposes of giving or sending any notice provided for or required
under this Agreement, the said physical addresses:
Physical Address
Name
Tenderer/Contractor: [Drafting Note: insert
business address]
Marked for attention of: [Drafting note: Name, designation, email address]
11.2 A Party may change its domicilium or its address for the purposes of notices to any other
physical address or telefax number 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.
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11.3 All notices to be given in terms of this Agreement will be given in writing, in English, and
will:
11.3.1 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;
11.3.2 if delivered by recorded delivery or by commercial courier, on the date and time that
the delivery receipt is signed.
11.4 Notwithstanding the above, any notice given in writing in English, 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.
11.5 The Parties record that whilst they may correspond via email during the currency of this
Agreement for operational reasons, no formal notice required in terms of this Agreement,
nor any amendment of or variation to this Agreement may be given or concluded via
email.
12.1 This Agreement will in all respects be governed by and construed under the laws of the
Republic of South Africa.
12.2 The Parties hereby consent and submit to the non-exclusive jurisdiction of the South
Gauteng High Court, Johannesburg in any dispute arising from or in connection with this
Agreement. The Parties agree that any costs awarded will be subject to any specific
determination by the Court.
13. GENERAL
13.1 This Agreement constitutes the whole of the agreement between the Parties relating to
the matters of confidentiality and non-disclosure dealt with herein and, save to the extent
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13.3 No waiver of any of the terms and conditions of this Agreement will be binding or effectual
for any purpose unless in writing and signed by the Party giving the same.
13.4 Nothing in this Agreement is intended to, or shall be deemed to, establish any partnership
or joint venture between any of the Parties, constitute any Party the agent of another
Party, nor authorise any Party to make or enter into any commitments for or on behalf of
another Party.
13.5 Save as otherwise provided herein, neither this Agreement nor any part, share or interest
herein nor any rights or obligations hereunder may be ceded, delegated or assigned by
any Party without the prior written consent of the other Party, provided that the Disclosing
Party may cede, delegate or assign its rights under this Agreement to any one or more of
its Affiliates on prior written notice to the Receiving Party
13.6 This Agreement may be executed in counterparts, each of which shall be deemed an
original, and all of which together shall constitute one and the same Agreement as at the
Signature Date of one of the counterparts.
14. COSTS
Each Party will bear and pay its own legal costs and expenses of and incidental to the
negotiation, drafting, preparation and implementation of this Agreement.
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15. SIGNATURE
Signed on behalf of the Parties, each signatory hereto warranting that he/she has due
authority to do so.
signed at on 20___
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