GLENCORE OPERATIONS SOUTH AFRICA PROPRIETARY LIMITED

STANDARD TERMS AND CONDITIONS OF PROCUREMENT

FOR THE ALLOYS DIVISION.

1 INTERPRETATION

1.1 The headings of the paragraphs are for the purposes of convenience and
reference only and shall not be used in the interpretation of nor modify nor
amplify the terms contained herein or any paragraph hereof.

1.2 Unless a contrary intention clearly appears, words denoting –

1.2.1 any one gender include the other genders;

1.2.2 the singular include the plural and vice versa; and

1.2.3 natural persons include an artificial or juristic person, created entities

(corporate or unincorporated) and the State and vice versa.

1.3 Unless inconsistent with the context, the words defined hereunder shall have
the meanings as assigned to them throughout these Terms and cognate
expressions shall have corresponding meanings:

1.3.1 Authority/Authorities means any government department, local

government, governmental or statutory authority, or any other party under
a Law which has a right to impose a requirement or whose consent is
required with respect to or in relation to the supply of the goods and/or
services including the SABS;

1.3.2 Applicable Sanctions Authority means the U.S. Department of

Treasury’s Office of Foreign Assets Contract (“OFAC”), the U.S.
Departments of State or Commerce, the United Nations Security Council
(“UNSC”), the European Union (“EU”)), Switzerland or any other applicable
sanctions authority.

1.3.3 Business Day means any day other than Saturdays, Sundays and official
public holidays in South Africa;

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1.3.4 Confidential Information includes any information, either oral, written
or recorded in any manner, that Glencore furnishes to the Supplier or to
which the Supplier has access which is marked as confidential, simply
treated as such by Glencore or should otherwise be known by the Supplier
to be confidential including but not limited to intellectual property rights,
know-how, trade secrets, processes, plans and financial information, data
concerning business relationships, strategic objectives and planning,
business activities, geological information and exploration results as well
as information relating to Glencore’s other divisions, its subsidiaries and/or
holding companies but excludes information which becomes public
knowledge or is in the public domain by reason of becoming public property
other than by fault on the part of the Supplier;

1.3.5 Contract means a comprehensive written agreement signed by a duly

authorised representative of Glencore in respect of the supply by the
Supplier of the goods and/or services to Glencore;

1.3.6 Data Subject shall have the meaning ascribed to such term in the ECT
Act;

1.3.7 Delivery Point/s means any one or more of Glencore’s premises,

depending on the context;

1.3.8 ECT Act means the Electronic Communications and Transactions Act No 25
of 2002;

1.3.9 Facilities means any facilities that Glencore agrees in writing to provide
for use by the Supplier for purposes of the supply of the goods and/or
services including water, electricity and equipment;

1.3.10 Glencore means Glencore Operations South Africa (Pty) Limited

(registration number 1997/017998/07), Alloys Division;

1.3.11 Glencore’s / the Delivery Time/s means the days and hours during
which deliveries shall be accepted by Glencore at each of the Delivery
Point/s which days and hours are not the same for all of the Delivery Point/s
and may be changed from time to time. The Supplier must confirm the

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 relevant days and hours with Glencore prior to delivery being made to the
Delivery Point/s;

1.3.12 Glencore’s Supplier Code means the Glencore Supplier Code of Conduct
(available at https://www.glencore.com/suppliers) as amended from time
to time, relating to ethical business practices, health and safety, human
rights and the environment, applicable to any individual, organisation or
company that provides products or services (of whatsoever nature
including contract workers) or leases materials, products or services
directly to (or from) Glencore.

1.3.13 HSEC means Glencore’s requirements as to health, safety, the community

and environment;

1.3.14 Key Date means the specified date for delivery of goods or completion of
services as detailed in the Purchase Order/s;

1.3.15 Law means any national or provincial legislation including regulations, by-
laws or other subordinate legislation, the common law, any requirements
and guidelines laid down by any Authority including the SANS Standards;

1.3.16 MHS Act means the Mine Health and Safety Act No 29 of 1996;

1.3.17 OHS Act means the Occupational Health and Safety Act No 85 of 1993;

1.3.18 Parties means collectively, Glencore and the Supplier, and any reference
to "Party" shall be a reference to any one of them, as the context may
indicate;

1.3.19 Penalty means:

1.3.19.1 a reduction in the amount payable by Glencore in terms of the

Purchase Order/s as detailed in the Purchase Order/s which shall apply
if the Supplier fails to meet the Key Date; and/or

1.3.19.2 a reduction in the amount payable by Glencore in terms of a Purchase

Order/s for failure by the Supplier to meet Glencore’s requirements
as to HSEC and/or failure to supply the goods and/or services as set
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 out in these Terms and/or the Purchase Order/s. The Penalty
contemplated in this clause 1.3.19.2, shall be subject to a maximum
of 10% of the Purchase Order/s value;

For the purposes of this clause 1.3.19.2 the wording "per day", "per week"
or "per month" contained in a Purchase Order/s shall be deemed to mean
"per day or part thereof", "per week or part thereof" or "per month or part
thereof";

1.3.20 Personal Information shall have the meaning ascribed to such term in
the POPI Act;

1.3.21 POPI Act means the Protection of Personal Information Act No 4 of 2013;

1.3.22 Processing means any operation or activity or any set of operations,

whether or not by automatic means, concerning Personal Information,
including—

1.3.22.1 the collection, receipt, recording, organisation, collation, storage,

updating or modification, testing of, retrieval, alteration, consultation
or use;

1.3.22.2 dissemination by means of transmission, distribution or making

available in any other form by electronic communications or other
means; or

1.3.22.3 merging, linking, blocking, degradation, erasure or destruction,

of Personal Information, and "Process" and "Processed" shall have

corresponding meanings;

1.3.23 Purchase Order/s means the purchase order/s prepared by Glencore and
submitted to the Supplier in respect of the supply of goods and/or services;

1.3.24 “Sanctions” means any economic or financial sanctions, trade embargoes

or restrictive measures administered or enforced by any Applicable
Sanctions Authority.

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1.3.25 SABS means the South African Bureau of Standards;

1.3.26 SANS Standards means the standards as published by the SABS;

1.3.27 Specifications means specifications, including but not limited to,

drawings, dimensions or qualities, as detailed in the Purchase Order or
communicated by Glencore to the Supplier by any other means;

1.3.28 Supervision means the oversight imposed on a company during business

rescue proceedings as provided for in Chapter 6 of the Companies Act, No
71 of 2008;

1.3.29 Supplier/s means any party supplying goods and/or services to Glencore
in terms of the Purchase Order/s;

1.3.30 Supplier’s / its employees means any reference to the Supplier’s

employees shall include its members, directors, agents, representatives
and subcontractors as well as any other person present at the Delivery
Point/s (other than Glencore’s employees) as a result of the supply of goods
and/or services by the Supplier in terms of the Purchase Order/s;

1.3.31 Tax Invoice means an invoice which complies with the Value Added Tax
Act No 89 of 1991;

1.3.32 Terms means these standard terms and conditions of procurement;

1.3.33 VAT means value added tax which is levied in respect of goods and services
in terms of the Value Added Tax Act No 89 of 1991;

1.3.34 Vendor means a Supplier that has submitted a vendor application to

Glencore, which application has been accepted by Glencore, that has been
assigned a vendor number by Glencore and is recorded as a vendor on
Glencore’s current list of vendors; and

1.3.35 Warranty Period means the duration of any warranty provided by the
Supplier;

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1.4 The use of the word "including" or "includes" or any derivative thereof followed
by a specific example or examples shall not be construed as limiting the meaning
of the general wording preceding it and the eiusdem generis rule shall not be
applied in the interpretation of such general wording or such specific example/s.

1.5 A reference to any legislation or legislative provision includes any statutory

modification or re-enactment of, or legislative provision substituted for, and any
rules, regulations or notices issued under that legislation or legislative provision.

1.6 When any number of days is prescribed in these Terms, same shall be reckoned
exclusively of the first and inclusively of the last day unless the last day falls a
day which is not a Business Day, in which case the last day shall be the next
succeeding day which is a Business Day.

1.7 The completion of delivery in terms of or cancellation or termination or

withdrawal of the Purchase Order/s shall not affect such of the provisions of
these Terms as these Terms expressly provide that they will operate after any
such completion, cancellation, termination or withdrawal or which of necessity
must continue to have effect after such completion, cancellation, termination or
withdrawal, notwithstanding that the paragraphs themselves do not expressly
provide for this.

1.8 The validity, interpretation and/or enforcement of these Terms will be governed
by the Laws of the Republic of South Africa.

1.9 The rule of construction in the event of ambiguity that these Terms shall be
interpreted against the Party responsible for their drafting or preparation, shall
not apply in the interpretation of these Terms.

2 SUPPLY OF GOODS AND/OR SERVICES

2.1 Subject to the other provisions of this paragraph 2, these Terms shall apply to
all of Glencore’s Suppliers and/or the goods and/or services supplied by such
Suppliers in terms of Purchase Orders.

2.2 It is recorded that the only basis upon which Glencore is prepared to contract
with the Supplier is on the basis that, notwithstanding anything in the Supplier’s
acceptance, invoices, statements, quotations or other documents or discussions

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 to the contrary, these Terms shall constitute the sole terms of supply between
Glencore and the Supplier to the exclusion of all other terms and conditions.

2.3 In the event that there is a Contract in place between Glencore and the Supplier
in respect of certain goods and/or services, the terms and conditions contained
in such Contract shall prevail over these Terms in respect of the supply by the
Supplier of such goods and/or services which are the subject of the Contract.
The terms and conditions set out in the Contract including the price payable
shall apply in respect of goods and/or services under such Contract.

2.4 In the event that the Supplier accepts a Purchase Order whether by means of
delivery in terms of the Purchase Order or by any other means, the Supplier
shall be deemed to have accepted the Purchase Order as well as these Terms.
Delivery in terms of a Purchase Order shall be deemed to be acceptance of the
Purchase Order. By accepting a Purchase Order, the Supplier is deemed to have
fully acquainted itself with and to have accepted these Terms. If the Supplier
does not agree to these Terms, the Supplier must immediately advise Glencore
thereof in writing including details of the specific paragraphs in respect of which
the Supplier objects and both parties shall use reasonable endeavours to agree
to a mutually acceptable amendment of these Terms within 48 (FORTY EIGHT)
hours after Glencore has received the written notice from the Supplier. These
Terms may only be amended by means of a written document signed by an
authorised representative of Glencore.

2.5 In the event of a conflict between these Terms and the details contained in
Purchase Order, the provisions of these Terms shall prevail:

2.5.1 except as provided in paragraph 5.8 below; and

2.5.2 unless, as a result of concerns being raised by the Supplier in terms of

paragraph 2.4, the Purchase Order is accompanied by a written document
signed by an authorised representative of Glencore amending these Terms.

2.6 On each acceptance by the Supplier of a Purchase Order, a separate agreement

for the supply of the goods and/or services detailed in the Purchase Order shall
be deemed to have been effected on the terms and conditions set out herein.
An amendment of these Terms in terms of paragraph 2.5.2 will apply only to
the specific Purchase Order for which Glencore amended these Terms, and will
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 not apply to past or future Purchase Orders nor oblige Glencore to agree to such
an amendment for any other Purchase Orders other than the specific Purchase
Order for which Glencore amended these Terms.

3 NATURE OF RELATIONSHIP

The Supplier is an independent contracting party and the relationship between

Glencore and the Supplier does not constitute nor may it be construed as constituting
a fiduciary relationship, a joint venture, contract of agency, partnership or
employment.

4 PURCHASE ORDERS

4.1 Purchase Orders from Glencore may include, inter alia, the following:

4.1.1 the description of the goods and/or services required;

4.1.2 the price payable for such goods and/or services with details of any agreed
adjustments, variations or discounts (including any Penalty);

4.1.3 the mode of delivery or collection;

4.1.4 the details of who is responsible for transporting of the goods to the
relevant Delivery Point/s;

4.1.5 the Specifications required, if variable;

4.1.6 the required quantity of the goods and/or services;

4.1.7 the date for delivery or collection including the Key Date (if applicable);

4.1.8 the Delivery Point/s (if the Supplier is to deliver to Glencore); and

4.1.9 any reference to these Terms.

4.2 The placing of Purchase Orders with Suppliers shall be in Glencore’s sole
discretion and/or subject to Glencore’s operational requirements. In addition to
and notwithstanding the acceptance of a Purchase Order by the Supplier,
Glencore reserves the right to withdraw the Purchase Order at any time prior to
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 completion of delivery in respect thereof for any reason by means of written
notification to the Supplier and without incurring any liability to the Supplier for
damages or otherwise as a result of such withdrawal. In the event of a
withdrawal of a Purchase Order by Glencore and notwithstanding the acceptance
thereof by the Supplier prior to the withdrawal, it shall be deemed that no
agreement has been effected as referred to in paragraph 2.6 above and there
shall be no obligation on Glencore to accept delivery after the date of the notice
of withdrawal and/or to make payment in respect of delivery tender after such
date.

4.3 A Purchase Order sent to any of the addresses contained in the Supplier’s Vendor
application shall be deemed to have been received by the Supplier as follows:

4.3.1 if sent by email to an email address, on the date of sending provided that
Glencore receives on the same day a read receipt from the Supplier;

4.3.2 if sent by facsimile to a facsimile number, on the date of sending provided

receipt thereof is confirmed telephonically by Glencore;

4.3.3 if sent by prepaid registered post to a postal address, on the 7th (SEVENTH)
day following the date of such posting; or

4.3.4 if delivered by hand to a physical address, on the date of delivery.

4.4 In the event that the Purchase Order is silent regarding whether Glencore shall
collect or the Supplier must deliver to the Delivery Point/s then the Supplier
shall be responsible for delivering the relevant goods and/or services to the
relevant Delivery Point/s. In addition, the Supplier shall be responsible for
ensuring that the goods and/or services are delivered to the correct Delivery
Point/s.

4.5 If the Supplier is to deliver the goods and/or services at or to a Delivery Point/s,
the Supplier shall deliver the required quantities of goods and/or services with
the required Specifications to the relevant Delivery Point/s on the required date
of delivery. If Glencore shall be responsible for collection, the Supplier shall
ensure the goods and/or services in the required quantities with the required
Specifications are available for collection from the Suppliers stores or stockpiles
on the required date for collection. The Supplier shall provide Glencore with a
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 delivery note as well as a copy of the Purchase Order when making a delivery in
terms of this provision. Timely delivery of a Purchase Order is of the utmost
importance and, in the event that the goods and/or services ordered in terms of
a Purchase Order have not been delivered timeously, Glencore reserves the right
to cancel or amend such Purchase Order without incurring any liability to the
Supplier for damages or otherwise as a result of such cancellation or amendment
but without prejudice to Glencore’s rights including the right to recover damages
it has suffered.

4.6 In the event:

4.6.1 that the Purchase Order does not include a date for delivery or collection,
the order is for delivery/collection within 24 (TWENTY FOUR) hours of
receipt of the Purchase Order;

4.6.2 of any ambiguity or uncertainty in respect of a Purchase Order, such

ambiguity or uncertainty must be referred to Glencore immediately and a
corrected / amended Purchase Order obtained prior to delivery. Incorrect
delivery in terms of a Purchase Order containing an ambiguity or
uncertainty shall be at the risk of the Supplier as Glencore shall make
payment on its own interpretation of the ambiguous or unclear provision
and/or may reject a delivery if it is not as required by Glencore; and

4.6.3 that the Supplier is not in a position to comply with a Purchase Order
whether in respect of the quantity of the goods and/or services, time of
delivery/collection or otherwise, the Supplier is required to notify Glencore
immediately and delivery should not be executed before a suitable
amendment to the Purchase Order is made by Glencore. Glencore may in
such circumstances withdraw, cancel or amend the Purchase Order.

4.7 Delivery to a Delivery Point shall only take place during the Delivery Times
applicable to such Delivery Point. The onus rests on the Supplier to confirm the
Delivery Times with the relevant Delivery Point prior to delivery and no deliveries
to a Delivery Point will be accepted outside of the Delivery Times of such Delivery
Point unless a prior arrangement has been made with the relevant Glencore
representative at the Delivery Point/s. In no circumstances whatsoever shall the
Supplier have any claim in respect of damages and/or losses arising directly or

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 indirectly from rejection by Glencore of a delivery outside of the applicable
Delivery Time/s.

4.8 The goods and/or services must be supplied strictly in accordance with the
Purchase Order.

4.9 No goods and/or services in excess of those stated in a Purchase Order may be
delivered and, if additional goods and/or services are delivered, Glencore shall
not pay for such additional goods and/or services.

4.10 The price quoted in Glencore’s Purchase Order is fixed and shall not be subject
to adjustments, variations or changes unless such adjustments, variations or
changes are also reflected in the Purchase Order or Glencore agrees thereto in
writing prior to payment being made in terms of the applicable Purchase Order.
In the event that the Purchase Order reflects the incorrect price, the Supplier
must advise Glencore accordingly and ensure that an amended Purchase Order
reflecting the correct price is obtained prior to delivery. Payment shall be made
as per the price reflected on the Purchase Order.

4.11 Without limiting the other provisions of these Terms, Glencore shall be entitled
to:

4.12 cancel a Purchase Order prior to delivery and/or prior to completion of delivery
in terms of such Purchase Order (whichever is applicable) in the event that the
Supplier commits an act of insolvency. An act of insolvency shall refer to any of
the following:

4.12.1 an application for the provisional or final sequestration and/or liquidation

of the Supplier;

4.12.2 an application for a statutory compromise or a scheme of arrangement to

be binding on all of the Supplier’s creditors; or

4.12.3 the passing of a resolution by the Supplier to place itself under business
rescue or the filing of an application to court either by the Supplier or a
third party for an order to place the Supplier under business rescue. In the
event that the Supplier is placed under business rescue, these Terms shall

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 be deemed to have terminated on the day immediately prior to the
commencement of the Supervision;

4.12.4 cancelling a Purchase Order prior to completion of delivery in terms thereof

in the event that the Supplier or any of its employees breach any of the
Glencore Group’s codes and policies including those relating to safety and
security;

4.12.5 cancelling a Purchase Order in the event that it comes to Glencore’s

attention that the Supplier has provided incorrect or false information on
its application to be registered as a Vendor or the Supplier fails to update
its Vendor application information with Glencore after having received a
request for such an update, prior to delivery in terms of such Purchase
Order/s;

4.12.6 rejecting delivery in the event that the goods and/or services supplied do
not comply with the Purchase Order.

4.13 Unless other arrangements have been made in writing prior to delivery, the
Supplier shall at its own cost provide all labour, equipment or facilities necessary
for

4.13.1 off-loading of the goods and/or services at the Delivery Point; and/or

4.13.2 loading goods and/or services at the Supplier’s premises (as applicable);
and/or

4.13.3 the provision of the goods and/or services.

5 PAYMENT

5.1 The Supplier must be a Vendor and, if the Supplier is not a Vendor, then the
Supplier shall not receive payment until such time as the Supplier becomes a
Vendor. Glencore may in its sole and absolute discretion refuse an application
for a Supplier to become a Vendor and/or remove a Supplier’s details from its
list of Vendors without reason and/or explanation. If the Supplier is not a Vendor
at the time of delivery in terms of a Purchase Order, Glencore may make
payment in respect of the first delivery by such Supplier in terms of a Purchase

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 Order but shall have no obligation to do so. No further payments shall be made
until such time as the Supplier becomes a Vendor.

5.2 The Supplier must provide Glencore with Tax Invoices and monthly statements.
The Tax Invoices shall be provided by no later than the 5th Business Day after
the date of the Tax Invoice and the monthly statements by no later than the 5th
Business Day of each month.

5.3 The aforementioned Tax Invoices must contain, inter alia, the following
information:

5.3.1 the full name as well as the trading name of the Supplier as reflected on
the relevant Vendor application submitted by the Supplier to Glencore;

5.3.2 the Supplier’s address as reflected on the relevant Vendor application

submitted by the Supplier to Glencore;

5.3.3 the Purchase Order number/s;

5.3.4 the date of the Purchase Order/s;

5.3.5 the date of the Tax Invoice;

5.3.6 the Tax Invoice number;

5.3.7 the Supplier’s VAT registration number;

5.3.8 the quantity of goods delivered and/or services provided;

5.3.9 an accurate description of the goods delivered and/or services provided;

5.3.10 the net value before VAT;

5.3.11 the agreed adjustments, variations or discounts (including any Penalty);

5.3.12 the VAT amount; and

5.3.13 clear details of the amount due inclusive of VAT.

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5.4 In the event that the price is determined by weight, Glencore’s weighbridge
records at the Delivery Point shall be final and binding on the Supplier.

5.5 Payment shall be made 30 (THIRTY) days after the date of the Tax Invoice
provided that the Tax Invoice complies with paragraph 5.3, the Tax Invoice
reflects the correct amount, Glencore is completely satisfied with the goods
and/or services supplied and the Tax Invoice is delivered to Glencore timeously.
In the event that the date for payment falls on a day which is not a Business
Day, the payment shall be made on the subsequent Business Day.

5.6 All payments due to the Supplier shall be made by electronic funds transfer into
the Supplier's bank account as reflected in the Supplier’s Vendor application.

5.7 Glencore may deduct and set off against any amount due to the Supplier in
terms of a Purchase Order any amount due or which may become due to them
by the Supplier including any Penalty. The aforementioned provision shall not
prevent Glencore from separately recovering from the Supplier any debt owed
by the Supplier to Glencore.

5.8 Unless stated otherwise in the Purchase Order, the Supplier shall be responsible
for all taxes and duties (other than VAT) connected with the supply of the goods
and/or services in terms of Purchase Orders. Notwithstanding the provisions of
any Law to the contrary, the Supplier shall not be entitled to recover in addition
to the price reflected in the Purchase Order any sum in consequence of or arising
from any duty or increase therein imposed in terms of any Law.

5.9 The Supplier shall have no claim of whatsoever nature against Glencore due to
late payment whether such late payment is due to the Supplier’s failure to
ensure that it is a Vendor, incorrect details on a Tax Invoice, late or incorrect
delivery in terms of a Purchase Order, or otherwise.

6 WARRANTIES

6.1 The goods and/or services to be supplied by the Supplier must:

6.1.1 be free from defects due to faulty design, materials and/or workmanship;

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6.1.2 be free from any claim of any nature by any third party;

6.1.3 comply with the Specifications (if any);

6.1.4 be fit for the purpose intended by Glencore and disclosed to the Supplier;

6.1.5 comply with all Laws as well as lawful and reasonable standards, rules and
requirements set by any Authority including those relating to
environmental compliance;

6.1.6 comply with any applicable standards or guidelines approved by recognised

industry bodies; and

6.1.7 comply with the provisions of the OHS Act and/or the MHS Act (as
applicable).

6.2 In the event that the Supplier provides a warranty, the Supplier undertakes to
make good, during the Warranty Period, by repair or replacement defects in the
goods and/or services arising from faulty designs, materials and/or
workmanship within a reasonable time after being notified of the defects by
Glencore. All costs connected to repairs and/or replacement in terms of this
paragraph shall be the responsibility of the Supplier.

6.3 The Supplier warrants that the goods and/or services provided, including use
thereof by Glencore, shall not infringe any third party’s intellectual property
rights including, without limitation, any third party’s patents, copyrights, trade
mark and/or designs (whether registered or not). The Supplier indemnifies and
holds Glencore harmless against all losses, damages and costs (including
attorney and own client costs) incurred by or awarded against Glencore in any
claim or action brought against Glencore arising out of the dealing by Glencore
with the goods and/or services supplied by the Supplier. In the event that
Glencore is prevented from continued use of such goods and/or services the
Supplier shall, in addition to the aforementioned losses, damages and costs,
refund Glencore with the amount paid by Glencore for such goods and/or
services.

6.4 In the event that the Purchase Order/s details a Key Date for delivery of the
goods and/or completion of the services together with a Penalty, the Supplier
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 must ensure that the goods are delivered and/or services completed by such
Key Date and meets Glencore’s requirements as to HSEC. If the Supplier fails to
meet the Key Date, Glencore’s requirements as to HSEC and/or fails to provide
the goods and/or services as set out in these Terms or the Contract, the amount
payable by Glencore to the Supplier is subject to adjustment in terms of the
Penalty. Glencore may as an alternative claim all damages of whatsoever nature
that it has suffered as a result of the failure by the Supplier to meet the Key
Date, Glencore’s requirements as to HSEC and/or failure to provide the goods
and/or services as set out in these Terms or the Contract.

6.5 In addition to the provisions of clause 6.4, Glencore’s rights in Law or in terms
of these Terms, Glencore may reject goods and/or services that do not comply
with any of the warranties as contained in this paragraph 6, the specifications
and/or that are defective (hereinafter referred to as "defective goods/services").
Glencore shall advise the Supplier in the event that it rejects defective
goods/services in terms of this provision and the Supplier shall replace the
defective goods and/or services within 48 (FORTY EIGHT) hours after receipt of
such notice from Glencore or within such longer time frame as notified by
Glencore. If the Supplier fails to replace defective goods/services within the
required time frame, Glencore may return the defective goods/services to the
Supplier at the Supplier’s cost or dispose of the defective goods/services. In the
event that the defective goods/services are rejected, it shall be deemed that the
benefit and risk in respect of such rejected defective goods/services has not
passed in terms of paragraph 9.

6.6 The Supplier warrants that it has appropriate policies and controls in place to
ensure compliance with the Glencore Supplier Code and it has not in the 2 (TWO)
year period prior to the date of the Contract, been subject to an event that would
amount to non-compliance with the Glencore Supplier Code.

6.7 The warranties contained in this paragraph 6 are in addition to and are not to
be construed as restricting or limiting any warranties or Glencore’s remedies,
express or implied, whether in terms of these Terms, Law or otherwise.

7 ANALYSIS OF GOODS

7.1 In the event that the goods to be supplied are raw materials or other goods
suitable for analysis purposes, Glencore may take a sample of each consignment

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 or a combination of consignments of such goods delivered to the Delivery Point/s
and/or collected by Glencore in terms of the Purchase Order/s. The
aforementioned samples are for purposes of analysis as detailed in this
paragraph.

7.2 If Glencore’s analysis of the sample taken shows a deviation from the
Specifications, Glencore shall notify the Supplier thereof in writing which written
notice shall include details of when the consignment/s was/were delivered or
collected. On receipt of notification from Glencore in terms of this paragraph,
the Supplier shall replace the rejected goods in such a manner and within such
a time period as Glencore may notify in their notification of the rejection. The
replacement of the goods by the Supplier in terms of this paragraph shall be for
the cost of the Supplier and Glencore shall not make payment for such goods
until the replacement consignment/s has/have been received.

7.3 If the Supplier disputes the rejection as notified by Glencore in terms of

paragraph 7.2, it shall comply with the provisions of paragraph 7.2 regarding
replacement but shall deliver to Glencore written notice advising that it disputes
the rejection notification within 2 (TWO) Business Days of receipt thereof.

7.4 If the Supplier disputes the rejection notification within the required time frame,
Glencore shall cause the relevant sample or another sample taken to be
delivered to an independent assayer agreed upon between the Parties or, failing
such agreement within 3 (THREE) Business Days of the date of the relevant
notice, an assayer nominated by the president for the time being of the Southern
African Institute of Mining and Metallurgy or its successor. If the Supplier does
not dispute the rejection notification within the required time frame, the Supplier
shall be deemed to have accepted Glencore’s analysis of the relevant goods.

7.5 The assayer appointed shall, in analysing the sample, act as an expert and not
as an arbitrator and/or mediator and his decision shall be final and binding on
the Parties. The analysis shall be undertaken in South Africa and the costs of
delivery of the sample to the assayer as well as the costs of the assayer shall
be borne by the unsuccessful Party.

7.6 If the determination of the assayer is to the effect that there was no deviation
from the Specifications, Glencore shall pay to the Supplier the actual direct costs

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 incurred in the replacement of the consignment/s and the Supplier shall have
no other remedy and no other consideration shall be payable by Glencore.

8 ACCESS TO DELIVERY POINT/S AND FACILITIES

8.1 Glencore shall provide the Supplier with access to the Delivery Point/s and
Facilities as may be necessary for the supply of the goods and/or services during
Glencore’s Delivery Time/s.

8.2 The Supplier shall not, in supplying the goods and/or services to the Delivery
Point/s, disrupt any mining or other activities of Glencore at such Delivery
Point/s.

8.3 Notwithstanding the provisions of paragraph 8.1, Glencore shall have the right
to:

8.3.1 refuse entry to the Delivery Point/s to the Supplier or any of its employees
that it reasonably suspects of being under the influence of any alcohol or
intoxicating substance;

8.3.2 refuse entry to the Delivery Point/s to the Supplier or any of its employees
who are not wearing personal protective equipment acceptable to
Glencore; and

8.3.3 require that the Supplier or any of its employees leave or refrain from
entering the Delivery Point/s if it reasonably believe that such person is
guilty of any misconduct or poses a security or other risk to Glencore or
refuses to undergo a reasonable search of their person, possessions or
vehicle.

8.4 If Glencore provides Facilities, the Supplier shall:

8.4.1 use the Facilities in a responsible and professional manner and ensure they
are not damaged due to negligent and/or intentional acts or omissions. In
addition, immediately notify Glencore in the event that any of the Facilities
are damaged, whether due to conduct on the part of the Supplier or
otherwise;

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8.4.2 comply with Glencore’s instructions when using the Facilities;

8.4.3 return the Facilities in the same good condition as they were received fair
wear and tear excepted; and

8.4.4 pay to Glencore the consideration as advised by Glencore for the use of the
Facilities (if any).

9 RISK

9.1 Risk in respect of the goods shall pass to Glencore as follows:

9.1.1 if the Supplier is responsible for delivery of the goods to the Delivery
Point/s, on completion of off-loading of such goods at the relevant Delivery
Point/s; or

9.1.2 if Glencore collects the goods from the Supplier’s premises, on departure
of the transportation vehicle provided by Glencore from the Supplier’s
premises (as applicable).

9.2 Ownership in respect of the goods shall pass on payment of the Tax Invoice in
respect of such goods. Notwithstanding that ownership shall only pass on
payment, the Supplier agrees that the goods may be utilised by Glencore in the
normal course of its business prior to payment and that the Supplier shall have
no claim whatsoever against Glencore in this regard.

10 INDEMNITY

10.1 Glencore shall not be liable for any injury, loss or damages of whatsoever nature
and howsoever arising whether directly or indirectly, occasioned to the Supplier,
its employees, a third party or any of the aforementioned person's property,
arising out of, or in connection with or consequent upon any of such person’s
presence at any of the Delivery Point/s, use of the Facilities and/or the supply
of the goods and/or services in terms of the Purchase Order/s whether such
injury, loss or damages is caused by or arises from any act or omission on the
part of Glencore, its employees, representatives or otherwise. The Supplier
hereby indemnifies and holds Glencore harmless in respect of any claims,
demands, proceedings, actions, costs, charges, expenses, any losses, damages
or injuries of whatsoever nature as referred to in this paragraph.
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10.2 The Supplier accepts all risks, losses or damages of whatsoever nature and
howsoever arising whether directly or indirectly (including penalties and fines)
from any breach by it of the Glencore Supplier Code and/or its non-compliance
with any relevant Laws including the MHS Act / OHS Act whether to itself or to
Glencore, its employees or to a third party or to any property and the Supplier
hereby indemnifies and holds Glencore harmless in respect of any claim,
demand, proceedings, action, costs, charges, expenses, any loss, damage or
injury of whatsoever nature as referred to in this paragraph.

10.3 Under no circumstances whatsoever shall Glencore be liable for any special,
punitive, indirect, consequential and/or like damages (including loss of profits
or loss of business) which may arise pursuant to the Purchase Order/s and/or
these Terms and/or are sustained by the Supplier and/or the Supplier’s
employees including as a result of Glencore’s negligent act or omission or those
of its employees, agents or contractors or other persons for whom in law it may
be liable, a breach or otherwise. The Supplier hereby waives its right to claim
the damages that are excluded by these Terms.

10.4 The reference to Glencore in this provision includes Glencore’s employees,

agents and other persons for whom in law Glencore may be liable. The
indemnities contained in this provision and elsewhere in these Terms also
constitute a stipulatio alteri in favour of such persons the benefits of which may
be accepted by any of them at any time.

11 INSURANCE

11.1 The Supplier shall, at its own cost and expense, and for the duration of the
delivery of the goods and/or provisions of the services in terms of the Purchase
Order/s, procure and maintain in force insurance in reasonable form and amount
having regard to the goods supplied and/or services rendered, the business
carried on by the Supplier and the liabilities that may arise as a result of the
carrying on of such business and the supply of the goods and/or rendering of
the services to Glencore.

11.2 Without limiting the provisions of paragraph 11.1 above and in the event that
the Supplier provides services in respect of the transportation of goods for and
on behalf of Glencore, the Supplier shall take out and maintain goods in transit

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 insurance in respect of each load of goods transported by the Supplier on
Glencore’s behalf for the full replacement value of such load of goods. The
provision of the Purchase Order/s by Glencore to the Supplier for the
transportation of a load/s of goods by the Supplier for Glencore shall be deemed
to include an instruction from Glencore that the Supplier is required to take out
and maintain goods in transit insurance in respect of such load/s. In the event
that the Supplier is uncertain regarding the full replacement value of the load/s
of goods, it shall request details thereof from Glencore.

11.3 The Supplier shall, in relation to the insurance policies required to be maintained
in terms of these Terms, on demand, furnish to Glencore:

11.3.1 certificates or other evidence of all its insurance policies; and

11.3.2 proof of payment of premiums in respect of its insurance policies.

11.4 Risk in respect of all equipment, apparatus, materials and other goods of the
Supplier and of its employees taken onto and/or present at the Delivery Point/s,
shall remain with the Supplier who shall be responsible for the insurance thereof.

11.5 The Supplier shall ensure that it has and maintains at all times suitable
workmen’s compensation insurance in respect of its employees and shall on
request provide Glencore with documentary proof thereof.

12 GLENCORE’S SUPPLIER CODE

12.1 The Supplier shall comply with the Glencore Supplier Code, the terms of which
are incorporated into this Agreement.

12.2 The Supplier’s obligations under this clause 12 of this Agreement include but are
not limited to:

12.2.1 instituting and maintaining processes and controls designed to ensure that
the Supplier complies, and that each of its affiliates and any third party
supplying goods or services to the Supplier that are related to the
performance of this Agreement by the Supplier (whether such goods or
services are supplied in whole or in part, directly or indirectly, to Glencore
or are incorporated within other goods or services supplied by the Supplier

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 to Glencore) (in each case a “Relevant Third Party”) complies, with the
Glencore Supplier Code; and

12.2.2 carrying out its business in accordance with the Glencore Supplier Code.

12.3 The Supplier shall notify Glencore as soon as it becomes aware that there is any
actual or suspected breach by the Supplier of this clause 12 of this Agreement.

12.4 Glencore reserves the right to monitor, review and/or audit the Supplier
compliance with the provisions of clause 12 of this Agreement.

12.5 The Supplier shall, and shall procure that its affiliates and Relevant Third Parties
shall, co-operate with, and provide any information and assistance reasonably
requested by, Glencore in connection with any monitoring, review and/or audit
that Glencore may at its discretion undertake.

12.6 Without limiting the generality of the foregoing, Glencore shall be entitled, as
part of any monitoring, review and/or audit conducted under this clause 12 to:

12.6.1 access the Supplier’s premises and the premises of any relevant affiliate or
Relevant Third Party and any other relevant supply chain;

12.6.2 inspect relevant books, records and other documents in the Supplier’s
possession or control; and

12.6.3 speak to or otherwise communicate with the directors, officers, employees,

agents and/or representatives of the Supplier.

12.7 The Supplier shall ensure that all Relevant Third Parties are subject to
contractual obligations to comply with any request made under the provisions
of clause 12.

12.8 If Glencore becomes aware of facts or circumstances that, in its reasonable

determination:

12.8.1 indicate or could lead to a breach by the Supplier of the provisions of clause
12 (“Non-Compliance”); or

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12.8.2 indicate a material adverse change in the responsible sourcing risk
associated with the Supplier (“Additional Risk”), then without prejudice
to any other rights available to Glencore, Glencore will notify the Supplier
of the relevant facts and circumstances and the Supplier (a) shall co-
operate with, and provide any information and assistance reasonably
requested by, Glencore in connection with the Non-Compliance (and/or the
Additional Risk); and (b) shall, if requested by Glencore and following
engagement with Glencore, propose a Corrective Action Plan (“Corrective
Action Plan”) which, if agreeable to Glencore in content and timing, shall
be undertaken by the Supplier to address the Non-Compliance (and/or the
Additional Risk) to the satisfaction of Glencore.

12.8.3 The Supplier shall, at its own cost, take all steps that are necessary and
appropriate to remedy any Non-Compliance (and/or Additional Risk) and
to implement any Corrective Action Plan agreed in accordance with the
provisions of clause 12.

12.9 In its contractual arrangements with any Relevant Third Party, the Supplier shall
procure the inclusion of terms imposing similar obligations on such third party
as are set out in terms of clause 12 of this Agreement.

12.10 Glencore may, in addition to any other remedies it may have under this
Agreement or at law, terminate or suspend this Agreement in whole or in part
immediately by giving written notice to the Supplier if:

12.10.1 the Supplier breaches the provision of clause 12 of this Agreement;

12.10.2 there is any Non-Compliance (and/or Additional Risk) that Glencore, in its
reasonable discretion, concludes to be serious and unlikely to be capable
of remediation or effective mitigation pursuant to the provision of clause
12 of this Agreement if:

i. there is repeated Non-Compliance; or

ii. there is any intentional Non-Compliance.

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12.11 The Supplier shall indemnify and keep indemnified Glencore on demand in
respect of a breach by the Supplier of any of its obligations under clause 12 of
this Agreement.

13 GLENCORE GROUP'S CODE OF CONDUCT AND POLICIES

13.1 Notwithstanding the other provisions of these Terms, the Supplier shall adhere
to all of the Glencore Group’s rules, regulations, policies and codes applicable to
the Delivery Point/s and Glencore’s employees including those relating to, HSEC,
health and safety, the environment, illegal drugs and alcohol, and ensure that
its employees are conversant with and adhere to such rules, regulations, policies
and codes whilst at the Delivery Point/s.

13.2 Glencore may require that the employees of the Supplier who shall be present
at a Delivery Point whether for delivery or otherwise undergo induction training
in respect of Glencore's rules, regulations, policies and codes including those
relating to HSEC, health, safety, illegal drugs and the environment. This
induction training must be done on an annual basis and all costs associated with
such induction training shall be for the Supplier's account.

13.3 If the Supplier shall be providing services on site at a Delivery Point, Glencore
may require that the employees of the Supplier who shall be present at the
Delivery Point undergo entry, annual and exit medical examinations. The
Supplier shall be responsible for the costs thereof and must ensure that such
employees undergo the necessary medical examinations.

13.4 The Supplier may report any concerns relating to conduct of Glencore in
connection with the subject matter of this Agreement that breaches Glencore’s
Code of Conduct or underlying policies to its contact at Glencore or through the
Glencore corporate Raising Concerns Programme, details of which are available
at https://glencore.raisingconcerns.org/.

14 COMPLIANCE WITH LAWS AND PROHIBITION ON IMPROPER INDUCEMENTS

14.1 The Supplier warrants, represents and undertakes to Glencore that, in

connection with the subject matter of this Agreement it, its affiliates and its and
their directors, officers, employees, agents, representatives and any other
person acting on its or their behalf:

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14.1.1 have complied with, and will comply with, all Sanctions, anti-bribery and
corruption, anti-money laundering and tax applicable laws, rules and regulations
including but not limited to, the Prevention and Combatting of Corrupt Activities
Act 12 of 2004 and Glencore’s Anti-Corruption and Bribery Policy available on its
corporate website: http://www.glencore.com/who-we-are/our-
values/policies/.

14.1.2 have not authorized, offered, promised, paid or otherwise given, and will not
authorize, offer, promise, pay or otherwise give, whether directly or indirectly,
any financial or other advantage to or for the use or benefit of any public official
or any private individual (i) for the purpose of inducing or rewarding that
person’s improper performance of their relevant function, or (ii) that would be a
breach of any applicable law (“Corrupt Act”).

14.2 With respect to any transaction effected in connection with this Agreement, the
Supplier has and will maintain proper and accurate books, records, and accounts
which accurately and fairly reflect any and all payments made, expenses
incurred, and assets disposed of, and will maintain an internal accounting
controls system to ensure the proper authorisation, recording, and reporting of
all transactions and to provide reasonable assurances that violations of anti-
corruption laws of the applicable jurisdiction will be detected and prevented. The
Supplier agrees to maintain such books and records for the amount of years per
applicable retention data laws to enable Glencore to conduct a reasonable review
of books and records related to all transactions conducted in connection with
this Agreement.

14.3 The Supplier represents that, except where already disclosed in writing to
Glencore, neither it nor any of its Representatives:
(a) have been investigated (or is being investigated or is subject to a
pending or threatened investigation) or is involved in an investigation
(as a witness or suspect) in relation to any Corrupt Act by any law
enforcement, regulatory agency, Authority or any customer or
supplier;
(b) have admitted to or have been found by a court in any jurisdiction to
have engaged in, any Corrupt Act; or
(c) are government officials.

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14.4 The Supplier shall promptly provide any information requested by Glencore to
verify the Supplier’s compliance with these provisions. The Supplier shall
cooperate and permit Glencore’s duly authorised representatives to inspect and
take copies of books and records, including but not limited to payment records
in connection with this Agreement, and make its Representatives available for
meetings with Glencore or its representatives upon reasonable notice and to the
extent determined by Glencore, at its sole discretion, as necessary to verify the
Supplier’s compliance with this clause.

14.5 The Supplier shall notify Glencore in writing as soon as it becomes aware that:

14.5.1 there is any actual or suspected breach by the Supplier of clause 14 of this
Agreement; or

14.5.2 any of the warranties and representations given under this clause 14 of this
Agreement is not true and accurate in all respects; or

14.5.3 it, or any of its affiliates, becomes the subject of any investigation by any law
enforcement, regulatory or other governmental agency in relation to any
Sanctions, anti-bribery and corruption, anti-money laundering and/or tax laws;
or

14.5.4 it, or any of its affiliates, experiences any event which impacts the integrity of
the Supplier or which may have a material adverse effect on Glencore or any
of its affiliates by reason of Glencore’s relationship with the Supplier in
connection with this Agreement.

14.6 Glencore may, in addition to any other remedies it may have under this
Agreement or at Law, terminate or suspend the Agreement in whole or in part
(including, without limitation, any obligation to make payment to the Supplier
in connection with this Agreement) immediately by giving written notice to the
Supplier if:

14.6.1 the Supplier has breached the provisions of clause 14 in connection with any
applicable anti-bribery and corruption Law, applicable Sanctions, or any anti-
money laundering Law, or has breached clause 14;

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14.6.2 the Supplier has materially breached clause 14 in connection with any applicable
law other than any applicable anti-bribery or corruption law, applicable
Sanctions, or anti-money laundering law and the breach is not capable of
remedy, or where the breach is capable of remedy, the Supplier has not
remedied the breach within 5 (FIVE) days of being requested to do so in writing
by Glencore.

14.7 Notwithstanding any other provision of this Agreement, Glencore shall have no
obligation to pay any amount due to the Supplier in the event of any actual or
reasonably suspected breach of the nature described in this clause 14 in
connection with any applicable anti-bribery and corruption Law or any anti-
money laundering Law. In the event of a reasonably suspected breach, Glencore
shall have no obligation to make any payment unless and until it has determined
(acting reasonably) that there is no actual breach and notified the Supplier in
writing of its determination.

15 SANCTIONS

15.1 Without limiting any of its other rights or remedies, in the event that:

15.1.1 the Supplier, or any party that directly or indirectly owns or controls it, is
sanctioned by any Applicable Sanctions Authority;

15.1.2 Glencore is of the reasonable opinion that the Supplier has breached or will
breach any Sanctions; or

15.1.3 performance by Glencore of any obligation required by this Agreement would

or could result in violation of, or be inconsistent with, any Sanctions, or expose
Glencore to other Sanctions risks, including, without limitation, the risk of being
designated as a sanctioned person by any Applicable Sanctions Authority;

Glencore may (without incurring any liability of any nature and regardless of
any subsequent ownership change of the Supplier) terminate or suspend all or
any part of the Agreement with immediate effect by written notice to the
Supplier or take any other action it deems necessary in order for Glencore to
comply with Sanctions or avoid the risk of designation as a sanctioned person
by any Applicable Sanctions Authority.

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16 INTELLECTUAL PROPERTY RIGHTS

Intellectual property rights, including without limitation to all know-how, trade

secrets, patents and copyright resulting from the delivery of goods and the provision
of services by the Supplier shall vest in Glencore. The Supplier shall take all necessary
steps to ensure that Glencore obtains full legal title in and to such rights and, in the
event of the Supplier’s failure to comply with the provisions hereof within a
reasonable period after written demand, the Supplier appoints any director of
Glencore with power of attorney for and on behalf of the Supplier to do all such things
as may be necessary to give effect to the provisions hereof.

17 CONFIDENTIALITY

17.1 The Supplier may not advertise nor issue any information, publication or article
for publication or media release or other publicity relating the supply by the
Supplier of goods and/or services to Glencore without the prior written approval
of Glencore. Any enquiries from the media concerning the aforementioned must
be referred to Glencore.

17.2 The Supplier may not, and must ensure that its employees do not take any
photographs, videos or other recordings at the Delivery Point/s without
Glencore’s prior written approval.

17.3 The Supplier acknowledges that, by virtue of its association with Glencore and/or
presence at the Delivery Point/s, it may become possessed of or have access to
Glencore’s trade secrets and confidential information.

17.4 The Supplier undertakes that, in order to protect the proprietary interest of
Glencore in Glencore's trade secrets and confidential information, it will not
either use or exploit in any manner, or directly or indirectly divulge or disclose
to or permit others to divulge the trade secrets and confidential information of
Glencore to any third party. The Supplier shall treat all trade secrets and
confidential information disclosed to them as strictly confidential and only use
such trade secrets and confidential information for purposes of the supply of the
goods and/or services in terms of Purchase Order/s.

17.5 The Supplier shall ensure that its employees comply at all times with this
confidentiality undertaking which shall survive the completion of delivery of the
goods and/or services under a Purchase Order/s.
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18 DATA PRIVACY, SECURITY AND PROTECTION OF PERSONAL INFORMATION

18.1 The Supplier warrants that it and its employees, agents and/or sub-contractors
involved in the delivery of the goods and/or the provision of the services, are
and shall remain for the duration of this Agreement in compliance, with –

18.1.1 its applicable internal policies and procedures concerning data privacy and
security;

18.1.2 the applicable industry standards concerning data security and/or breach
notification, including but not limited to any industry standards which relate
to the protection of personal information; and

18.1.3 applicable laws and regulations relating to data privacy, security and/or
breach notification, including, inter alia, the provisions of both the POPI Act
and the ECT Act,

in the delivery of the goods and/or the provision of the services, including, inter
alia, –

18.1.4 only providing Glencore the Personal Information of Data Subjects obtained
by it in compliance with the provisions of the POPI Act and the ECT Act;

18.1.5 obtaining and maintaining all necessary Data Subject consents; and

18.1.6 ensuring that the Personal Information Processed, is up to date.

18.2 To the extent that the delivery of the goods and/or the provision of the services
requires and/or entails the Processing of Personal Information, the Supplier
warrants that it and its employees, agents and/or sub-contractors involved in
the delivery of the goods and/or the provision of the services shall –

18.2.1 only Process Personal Information in accordance with applicable laws, in

terms of this Agreement and in accordance with any instructions,
requirements or specific directions of the Data Subjects and Glencore; and

18.2.2 not conduct any further Processing activities for any other reason
whatsoever (including any related processing functions or processing which

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 would otherwise be a normal extension of the Processing which the Supplier
is entitled to undertake in accordance with Glencore's instructions) without
the express prior written consent of the Data Subject.

19 HEALTH AND SAFETY

19.1 Material safety data sheets according to the categories prescribed by Law, must
accompany all substances including, but not limited to, any toxic, harmful,
corrosive and irritant or asphyxiate substance or mixtures of such substances.

19.2 Notwithstanding the other provisions, the Supplier must ensure that the goods
that it supplies comply with:

19.2.1 all the provisions of the MHS Act / OHS Act (whichever is applicable)
including Section 21 of MHS Act and Section 10 of OHS Act, as may be
applicable. The Supplier accepts that no written undertaking as envisaged
in Section 21(2) of MHS Act and/or Section 10(4) of OHS Act, as may be
applicable, shall be of any force or effect unless signed by Glencore;

19.2.2 the provisions of the Hazardous Substances Act No 15 of 1973 as well as

any other relevant Laws that relate to hazardous substances;

19.2.3 any other health and safety related Laws applicable to the goods and/or
transportation thereof; and

19.2.4 Glencore’s requirements as to HSEC.

19.3 In the event that the OHS Act is applicable to the Delivery Point/s and the
services are undertaken at such Delivery Point/s and/or goods delivered to the
Delivery Point/s, the Supplier:

19.3.1 agrees in terms of Section 37(2) of the OHS Act that the section shall not
apply to Glencore in respect of the provision of the services and/or supply
of the goods and the Supplier’s presence at the Delivery Point/s and that it
shall at all times during the relevant duration be in the position of an
employer in its own right; and

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19.3.2 accepts sole liability for due compliance with all duties, obligations and/or
prohibitions imposed by the OHS Act and expressly absolves Glencore from
being obliged to comply with any of the aforementioned duties, obligations
and prohibitions in connection with or relating to the provision of the
services and/or delivery of the goods and the Supplier's and its employees
presence at the Delivery Point/s.

19.4 Without limiting the above provision, the Supplier must comply with the
following conditions:

19.4.1 Prior to commencing the delivery of the goods and/or provision of the
services, the Supplier must ensure that it has identified all hazards and
risks though a suitable risk assessment process and that the necessary
controls and/or precautionary measures shall be implemented in respect of
such hazards and risks.

19.4.2 Ensure that the working environment for the delivery of the goods and/or
provision of the services is safe and without risk to the health of its
employees at all times in order that its employees may undertake their
duties without endangering their health and safety.

19.4.3 If services are provided on site at a Delivery Point/s, the services shall be
executed under the close supervision of an employee of the Supplier who
is suitably trained and instructed in respect of the services and presence of
the Supplier at the Delivery Point/s including all risks and hazards
associated therewith and who has authority to ensure that the
precautionary measures and/or controls laid down are implemented where
necessary (hereinafter referred to as the "responsible person"). The
aforementioned responsible person shall ensure that all activities
contemplated in these Terms are conducted in a safe manner. If the
responsible person is absent from the Delivery Point/s for a continuous
period of more than 48 (FORTY EIGHT) hours, the Supplier shall ensure
that another person with the requisite knowledge, training, instruction and
authority acts in the place of the responsible person for as long as may be
necessary.

19.4.4 Prepare, display prominently and make easily available to its employees a
written policy and code of practice relating to health and safety issues.
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19.4.5 Ensure that it enforces safe work practices and that its employees shall be
made conversant with the contents of such practices.

19.4.6 Ensure that its employees are provided with information, instruction,
training and supervision as is necessary to enable them to undertake their
duties safely and without risk to their health.

19.4.7 Ensure that the employees appointed for the delivery of the goods and/or
performance of the services are competent and capable of complying with
the provisions of the OHS Act / MHS Act.

19.4.8 Ensure that all its employees are medically fit and have the capabilities to
undertake the duties required of them prior to their commencing the duties
and ensure that the employees medical fitness is monitored and examined
at appropriate intervals.

19.4.9 Ensure its employees are informed of the hazards attached to the activities
they are to undertake as well as the controls and/or precautionary
measures that are to be taken and that they observe such controls and/or
precautionary measure.

19.4.10 Ensure that its employees comply with Glencore’s requirements as to

HSEC.

19.4.11 At its own cost, ensure that sufficient and suitable personal protective
equipment and facilities are made available to its employees, that the
aforementioned persons are suitably trained in the use, maintenance and
limitations thereof, and that they wear the appropriate personal protective
equipment. In addition, ensure that the aforementioned equipment and
facilities are at all times serviceable and in a hygienic condition.

19.4.12 Ensure that no unsafe equipment, machinery, substances and/or articles

shall be used in the delivery of the goods and/or performance of the
services.

19.4.13 Only make use of equipment and machinery that comply with the
provisions of the OHS Act / MHS Act.
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19.4.14 Cease all dangerous or unsafe work and/or activities immediately when
requested to do so by Glencore.

19.4.15 Discipline regarding health and safety matters must be strictly enforced by
the Supplier in respect of its employees. The Supplier shall provide full co-
operation and information if and when Glencore enquires into health and
safety issues concerning the Supplier. Glencore may make such inquiries
at any time.

20 GOVERNMENTAL ENGAGEMENTS

20.1 Where the services rendered by the Supplier involve any engagements or
interactions of whatsoever nature with any Government Official, for or on behalf
of Glencore (“Engagements”), the Supplier shall maintain accurate records and
legible registers containing the following minimum information, including
without limitation (“Records”):

20.1.1 Names and surname of the Government Official/s;

20.1.2 Purpose and reasons for the Engagements;

20.1.3 Dates of the Engagements;

20.1.4 Venue of Engagements; and

20.1.5 Glencore Representative/s present or involved in the Engagements.

20.2 The Supplier shall, not later than 7 (seven) days following its Engagements,
furnish Glencore the Records. Glencore shall be entitled to withhold the payment
of the Consideration until the Supplier provides the Records to Glencore’s
reasonable satisfaction.

20.3 For the purposes of this clause 20, “Government Official/s” means any
director, employee, officer, representative, agent, or any person (duly
authorised thereto) acting in an official capacity for or on behalf of (i) any sphere
of government (whether executive, legislative, judicial, or administrative),
governmental department (whether national, provincial or local), government

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 controlled or owned entity, enterprise, or agency; (ii) a political party, party
official or candidate; and (iii) public international organisation.

21 PRINCIPLES ON SECURITY AND HUMAN RIGHTS

21.1 This provisions contained in this clause 21 shall apply in circumstances where
the Supplier provides security services to Glencore (“the Services”).

21.2 The Supplier shall provide the Services at the Glencore premises (“the Site”)
and the pursuit of persons by the Supplier outside the Site is prohibited.

21.3 The Supplier’s employees shall:

21.3.1 use force only when strictly necessary, use the least force necessary to
address a security threat, and use force in a manner proportionate to the
threat and consistent with national law and the Security and Human Rights
Standards (the UN Code of Conduct for Law Enforcement Officials, the UN
Basic Principles on the Use of Force and Firearms by Law Enforcement
Officials, and the Voluntary Principles on Security and Human Rights (the
“Voluntary Principles”)), or consistent with international humanitarian
law when applicable;

21.3.2 use lethal force only where there is an imminent threat to human life or
consistent with international humanitarian law as applicable; and

21.3.3 promptly support the provision of medical first aid care in respect of any
injured persons in or around the Site in any incident involving the Supplier.

21.4 Glencore shall communicate its policies regarding ethical conduct and human
rights to the Supplier. The Supplier will strive to act consistently with those
policies and relevant local guidelines and policies in providing the Services at
the Site and in respect of any Glencore property, facilities or personnel.

21.5 The Supplier shall ensure that the Services shall at all times be conducted in
manner that is consistent with applicable law and with the Voluntary Principles
applicable to private security including each of the principles set out under the
heading “Interaction between Companies and Private Security in the Voluntary
Principles (“Private Security Principles”). Each of the Private Security

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 Principles are incorporated into these Terms as undertakings of the Supplier to
Glencore.

21.6 The Supplier shall be solely liable for the organisation and implementation of the
Services and the actions and omissions of the Supplier, and the Supplier
indemnifies Glencore from and against any loss or damage incurred or suffered
in connection with the provisions of the Services.

21.7 In the event that the Supplier fails to comply with the obligations set out in the
sections above, Glencore may request the South African Police Service or
another security services provider to promptly identify and implement the
actions necessary to terminate any continuing breach, and to remediate any
breach that has occurred and the consequences of it.

22 BREACH

If the Supplier breaches any of these Terms, without prejudice to Glencore’s other
rights at Law or in terms of these Terms, Glencore shall be entitled but not obliged:

22.1 to cancel the Purchase Order/s in question;

22.2 to accept the Purchase Order/s in whole or in part;

22.3 to cancel any other outstanding Purchase Order/s on the Supplier in whole or in
part;

22.4 to return the goods which are the subject matter of any Purchase Order/s which
is cancelled or accepted in part only; or

22.5 to recover all damages suffered by Glencore as a result of the Supplier’s breach.

22.6 All legal costs incurred by Glencore in successfully enforcing its rights against
the Supplier in consequence of any breach of these Terms shall be payable by
the Supplier, on demand, on the scale as between attorney and own client and
shall include collection charges, the costs incurred by Glencore in endeavouring
to enforce such rights prior to the institution of legal proceedings and the costs
incurred in connection with the satisfaction or enforcement of any judgement

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 awarded in favour of Glencore in relation to its rights in terms of or arising from
these Terms.

23 DOMICILIUM CITANDI ET EXECUTANDI

23.1 The addresses as detailed in the Supplier’s vendor application shall be regarded
as the Supplier’s domicilium citandi et executandi for the purpose of legal
proceedings and for the purpose of giving or sending any notice provided for in
terms of these Terms.

23.2 Any notice addressed to the Supplier by Glencore may be sent by prepaid
registered post to the Supplier’s postal address, or delivered by hand to the
Supplier’s physical address, or sent by facsimile to the Supplier’s facsimile
number.

23.3 A notice will be presumed unless the contrary is proved, to have been given:

23.3.1 if delivered by hand, to have been duly received by the addressee on the
date of delivery;

23.3.2 if posted by prepaid registered post, to have been received by the

addressee on the 7th (SEVENTH) day following the date of such posting;

23.3.3 if sent by facsimile, to have been duly received by the addressee on the
date of sending.

23.4 Notwithstanding the aforementioned provisions, if a notice is received after

17h00 or on a day which is not a Business Day, such notice shall be deemed to
be received on the next day that is a Business Day.

23.5 Notwithstanding anything to the contrary contained in these Terms, a written

notice or communication actually received by one of the Parties from another
shall be adequate written notice or communication to such Party
notwithstanding that it was not sent or delivered in accordance with this
provision.

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24 DISPUTES

24.1 Should any dispute arise between the Parties with regard to any matter or thing
referred to in these Terms (including but not limited to the implementation,
execution, interpretation, rectification, termination or cancellation of these
Terms):

24.1.1 if the dispute relates to any matter in respect of which a specific dispute
resolution procedure is set out in these Terms, the procedure set out in the
relevant paragraph of these Terms shall be followed; and

24.1.2 if the dispute relates to any other matter, then representatives from both
parties (who may not be legal representatives who are not employees of
either Party) shall meet to review such dispute and to arrive, if possible, at
an amicable and negotiated solution with regard thereto. Such meeting
shall be held at one of the Delivery Point/s as agreed upon by the Parties
and shall be held within 5 (FIVE) calendar days after either Party has called
for such a meeting in writing. Such written notice must include details of
the dispute and copies of all relevant correspondence and documentation;
and

24.1.3 in the event of the said representatives being unable to negotiate and agree
on an amicable settlement of such dispute, within 1 (ONE) week after such
meeting is held or the meeting is not held as requested; then the dispute
may be referred by either Party for resolution by arbitration in accordance
with the paragraphs hereunder.

24.2 The arbitration shall be held in Johannesburg and conducted in English in

accordance with the rules of the Arbitration Foundation of South Africa or its
successor (hereinafter referred to as 'AFSA') as amended from time to time.

24.3 Each Party to these Terms:

24.3.1 expressly consents to any arbitration in terms of this provision being

conducted as a matter of urgency;

24.3.2 irrevocably authorises the other to apply, on behalf of both parties, for such
arbitration to be conducted on an urgent basis; and

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24.3.3 consents to any order of the arbitrator being made an order of court.

24.4 AFSA shall be responsible for the appointment of the arbitrator and, where the
Parties agree, more than 1 (ONE) arbitrator may be appointed.

24.5 Notwithstanding the institution and commencement of arbitration proceedings,

either Party may nonetheless approach a court of law for relief of an urgent
nature in circumstances in which such relief cannot be given or cannot urgently
be given by the arbitrator.

24.6 The arbitration proceedings shall be confidential and neither Party shall disclose
to any third party any information regarding the proceedings, the award and/or
settlement terms without the prior written consent of the other Party.

24.7 The provisions of this paragraph shall continue to be binding on the Parties
notwithstanding any termination or cancellation of the Purchase Order/s that
has been accepted and the Supplier hereby consents to such disputes being
referred to arbitration in terms of this paragraph.

25 FORCE MAJEURE EVENT

25.1 If a Force Majeure Event occurs, the affected Party must immediately give the
other Party a written notice containing:

25.1.1 full particulars of the Force Majeure Event including its nature and likely
duration;

25.1.2 the obligations of the Party the performance of which is prevented or

delayed; and

25.1.3 the nature and extent of the effects of the Force Majeure Event on those
obligations.

25.2 The obligations of the Party affected by the Force Majeure Event are suspended,
to the extent that they are affected by the Force Majeure Event, from the date
the affected Party gives the written notice under paragraph 25.1 until cessation
of the Force Majeure Event.

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25.3 On the cessation of the Force Majeure Event which is the subject of a written
notice given under paragraph 25.1, the Party affected by the Force Majeure
Event must:

25.3.1 immediately give written notice to the other Party of the cessation of the
Force Majeure Event; and

25.3.2 resume performance of the obligations suspended as a result of the Force

Majeure Event.

25.4 The Party affected by a Force Majeure Event must:

25.4.1 use its best endeavours to remove the effect of that Force Majeure Event
affecting its obligations under these Terms; and

25.4.2 report to the other Party in writing (on a regular basis) of the steps taken
by it to remove the effect of that Force Majeure Event.

25.5 Force Majeure Events are events beyond the control of either Party, the
occurrence of which could not have been reasonably foreseen at the date of the
Purchase Order/s and which despite the exercise of diligent efforts, the Parties
were unable to prevent, limit or minimise, including but not limited to war,
whether declared or not, revolution, riots, insurrection, civil commotion,
invasion, armed conflict, hostile act of foreign enemy, acts of terrorism,
sabotage, radiation or chemical contamination, act of God, plague or other
serious epidemic, electricity supply interruptions or power failures, and which
prevents either Party from performing any obligation in terms of these Terms.

25.6 If the performance by the Supplier is prevented or delayed by a Force Majeure

Event for a continuous period in excess of 14 (FOURTEEN) days, Glencore shall
be entitled to cancel the applicable Purchase Order/s by giving written notice to
the Supplier.

25.7 Breakdown of the Supplier’s machinery, equipment or apparatus and/or strikes

or labour disputes by the Supplier’s employees shall not constitute a Force
Majeure Event and the Supplier shall in such circumstances substitute

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 alternative machinery, equipment and apparatus or workforce at its own
expense in order that it complies with its obligations in terms of these Terms.

26 NON SOLICITATION

The Supplier undertakes not to solicit or entice any employee of Glencore to terminate
his/her employment with Glencore and to take up employment with the Supplier for
a period of 12 (TWELVE) months after the date of the Purchase Order/s or completion
of the delivery of the goods and/or provision of the services by the Supplier in terms
of the Purchase Order/s (whichever is the later date) without the prior written consent
of Glencore.

27 GENERAL

27.1 Save for the representations made by the Supplier inducing Glencore to use the
services or purchase goods from the Supplier, this document constitutes the
entire contents of the standard terms and conditions of procurement of goods
and/or services by Glencore and supersedes all previous agreements,
representations, understandings correspondence and negotiations (whether oral
or written) in respect thereof.

27.2 No alteration, addition to, novation or variation of any of these Terms shall be
of any force or effect unless it is recorded in writing and signed by an authorised
representative of Glencore, provided however that Glencore shall have the right
to: (a) alter the terms of this Agreement to the extent necessary to ensure that
such relationship will not result in a violation of the Glencore Supplier Code, or
(b) terminate this Agreement in the event of material non-compliance by the
Supplier with the Glencore Supplier Code.

27.3 No latitude, waiver, extension of time or other indulgence which may be given
or allowed by Glencore in respect of the performance of any obligation hereunder
or the enforcement of any right arising from these Terms and no single or partial
exercise of any right by Glencore shall under any circumstances be construed to
be an implied consent by Glencore or operate as a waiver or a novation, or
otherwise affect any of Glencore’s rights in terms of or arising from these Terms
or estop Glencore from enforcing, at any time and without notice, strict and
punctual compliance with each and every provision or term hereof.

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27.4 Glencore shall not be bound by any express or implied term, representation,
warranty, promise or the like not recorded herein or in the applicable Purchase
Order/s, whether it induced the agreement between Glencore and the Supplier
or not.

27.5 Each paragraph of these Terms is severable and, if one or more of the
paragraphs are declared invalid, the remaining provisions will remain in full force
and effect.

27.6 The Supplier may not cede, assign, make over or sub-contract any of the
Supplier’s rights or obligations contemplated in of these Terms and/or a
Purchase Order/s without the prior written consent of Glencore. Glencore shall
not be obliged to give such consent and may withhold it without assigning any
reason therefore or grant such consent subject to such terms and conditions as
Glencore, in its absolute discretion, may impose. If Glencore does provide
consent for subcontracting, in addition to the conditions imposed with such
consent:

27.6.1 Before any payment is made by Glencore to the Supplier contemplated in

these Terms, Glencore is entitled to call on the Supplier to furnish
reasonable proof that all payments due by the Supplier to any sub-
contractor have been discharged and, unless the Supplier informs Glencore
in writing that it has reasonable cause for withholding such payment and
submits proof that it has informed the sub-contractor thereof in writing,
Glencore may pay the relevant portion of the amount due to the Supplier
directly to the sub-contractor. Any payment in terms of this provision to
the sub-contractor shall be regarded as a payment directly to the Supplier
and Glencore’s obligation to the Supplier regarding payment shall be
reduced accordingly.

27.6.2 The Supplier's obligations under these Terms are not lessened or otherwise
affected by sub-contracting.

27.6.3 The Supplier shall be liable for all acts, defaults and omissions of the sub-
contractor, the sub-contractor’s agents and/or employees as if they were
the acts, defaults and omissions of the Supplier. The Supplier shall be
responsible for and indemnifies Glencore against all claims, demands,
proceedings, actions, costs (including costs on an own attorney and own
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 client scale), charges, expenses, any loss, damage or injury of whatsoever
nature and howsoever arising suffered by Glencore or any other person as
a result of the acts, defaults or omissions of any sub-contractor appointed
by the Supplier including the sub-contractor’s agents and/or employees.

27.6.4 For the purposes of these Terms:

27.6.4.1 no data message, as defined in the ECT Act, other than an email or
facsimile, shall constitute writing; and

27.6.4.2 the execution of these Terms by electronic signature or advanced

electronic signature, as defined in the ECT Act, shall constitute a
signature and have the same legal force and effect as a wet ink
signature.

27.6.5 Without prejudice to any of these Terms, any successor-in-title, including

any executor, heir, liquidator, business rescue practitioner, curator or
trustee, of any Party shall be bound by these Terms.

27.6.6 The person signing on behalf of the Supplier warrants that he/she:

27.6.6.1 has read and understood these Terms and agrees that they are
binding on the Supplier; and

27.6.6.2 is duly authorised to sign these Terms;

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Signed at on 2023

AS WITNESSES:

1
For the Supplier

2
Name of Signatory

Position/Title

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