METALS GROUP Gonoral Condltions of Purchase of SCAW SOUTH AFRICA (PTY) LIMITED Ua SCAW METALS GROUP *Scaw" {Registration no: 2008/029208/07) (WAT No: 486011176) 4. DEFINITIONS For the purpose of these General Coraltions of Purchase the folowing expressions shell, unless the context ‘otherwise requis, have the meanings hereby respectively assigned to them. 1. *Sonitions” means those General Conon of Purchase: 2. “Sontact means vid and bring cone! ort = shalinerpoat he Order ond bese Contos 19, “Datect Warranty Pood rene th palo fr wtich he Coeds are waranted to be co fom delet as chines inthe Over orolng such dll for 8 prod wo) year om date of elven aecrdance th Clues 7a he Conions, 14. ‘Dairy Date" sol mean he date pulsed he Our fr debvery of goad: 15. “Goode” means the GosdlSemrs tbe supped and any work or senso fob pedo by to Supper inte of tho Ox, 16, “Ondor means a witen request on he Purchasers ofl puxcaso ade stund by he Pchacer tothe Spr to sup ho Goods, and sal Be doomed fondue atalino tha Consens and sy damage, Spesteations, nd sehesiosaltachedherel: 1.7. “Prico' mean th pro fhe Boose ae stated on the Orr 418, “Purehater ot mean Scaorany alfa af Sau wish sha nes subaisinas and asacates whch operat andor manago bosnestastrertboSeav? name, nding tou imtaon, any cessor Slr verano econo Ses, an ny erty welh'a managed by or on ha of Saw ofr ion ay sift of Seam may reno appa, manage or consiing seve (or ae bn Spek or ant on hal of spr 1.9, "Specteton mean the spacicatons fr tha Goods aed packaging ofthe Goede at sae or efeerced Inthe Orr er nyse speefictan agrees vig between ha pats rem imo ne: 1.1, “Suppor means th enily or parson whom ne Orders sadesed and who has undetaten tippy he Goode 1.11. Vendor ada Fora means oli ppleatn frm be added tthe Supper vendor 2. Wtingrten means any mse of reprodecnginfomatono dat n physica form an nas herd copy prt, nandwiten documento Yananssoe, formato alan eacaefom, 2. FORMATION OF CONTRACT 2.1. The Supplier shall sell and the Purchaser shall purchase the Goods in accordance with these Conditions which shall override anything contained in any quotations, prica ists, epecifeaons, invoices, scceplance or acknowladgoment of order, recelple, dolvay note or any other decument delivered by the Supplier to the Purchaser. To the exent thatthe Order fs dosmed in any way fo be an acceptance of quotalon or lher offer by Supplior, any auch accoptance by the Purchaser is cubjoct fo theee Condlons, this being the only basis ‘upon which the Purchaser is prepered to-do business withthe Supply. by tho Supplier to Purchaser of the Goods which 2.2. NoContract shall como into the existence unil te earest of 22:1. Supplier signing and returning a copy ofthe Order; 2.22. any oer witlen acceptance bythe Supper or 2.23. the Order beirg accepted by the Supplier bythe earliest of 22.3.1. commencement vith the execution of the Order 22.32. delivery of he Goods tothe Purchase 22.33. informing the Purchaser In any manner of dalvery of the Goods or commencement of performance of the Order. 3, ASSIGNMENT AND VENDOR FORMS ‘31, The Order fs personal tothe Supplier and the Supplier shall not Sub-contrac,assignicedo or make over the (der or any part hereot, or any share thereof or ineres! therein, to any other porson except with the writen ‘consent ofthe Purchaser and on cuch condita ae tho Purchaser may requis. oenarna Document no: Legal view JA '8C Version Control t Page 1 of 7METALS GROUP 3.2. The Supplier shall complete all detalis on the Purchaser's Vendor Add Form and hereby agrees fo nolly the Purchaser in witing, within 7 days of any change of otmership of the Suppers business or should the ‘Supaler be a company, any share Weneaclon vere the majrly sharchlding ofthe Supper Is aflecied, or ‘where the Supper effects any olher change fois legal iently, srucure, management or nature. 4, DISCREPANCIES AND DELAY 41. The Suppl warrants that pier lo accaplance of tho Orde in lors of clause 2.2 Wt carotuly perused the Cider and Supplier is. capable of supplying Goods in accordance vith the deseripions, dimensions, ‘Spoeicatlons or quantiles spectiad in ho Order, To the extent hero Ie any conict between or discrepancies in Orders, Supper shall reer the Order to Purchaser fo further instructions prior to executing the Order or any Pat theref. The Purchaser's decision shall be fal and binding 42. Any anticipated or actual delay or any croumstances which may resut in a delay Inthe execution ef the Order shal immedietoly be communicated tothe Purchaser. Purchaser ehall bo eniled to cancel an Order for any delay, al the Purchasor’s sle discretion, quatity 5.4, A.Goods supplied shall comply withthe speciicabons or to any standards, samples, patiems, drawings where ‘such ate provided. 5.2. The Purchaser eserves the right to call forcetleate of raw materials and test cetifcates for materials and equipment used inthe manufacture of the Goeds. 5.3. Tho Supplior shall not mako any changos to tho Gocds that wil impact an the performance, safety, qual, appearance er brand image of the Goods wihout the prior writen approval of he Purchaser. PACKAGING 6.1. Alvelovant Goods shal be crated, packed or baltoned securely in such manner as fo prevent demage during loading, vansport and offleading. Tne Purchaser shal be enlled to recover rom he Suppler al ass and damage which the Purchaser has suffered due to the Supplier's falure to comply withthe provisions of his cause 62. Uness ottervise specifed, packing cases, crates and packing materials are included in the Crder price, and shal remain the property of the Purchaser. 63. The Suppilr shal Kentfy each and every package, contaner, bund or alle, by means of ether suitable labats securely alached thaela or Indetble paling thereon, with te folowing nvormaton:- 6.3.1. Description of goods — net mass and volume or quentty, 832. Namo.ofSupplion 6.2.3. Oder Number 6.4. The Supplor shall comply wah all package epocfcaions lesuod by tho Purchaser from time too. 7. DELIVERY 71. Delivery ofthe Goods or, where applicable, performance of eny work or service In connection with the Goods shall be made in terms of the Order. Ino Delvery Datei stated the Supper shal ofits bostdolvery dates. 7.2. Dolvory Dates ato waraniod by tho Suppler and the Purchaser shall not be fable for any edtiona costs, expenses, increase in the Price or the ike where a delay arose dbe to no actor omission on the pat of the Purchaser. 7.3. Delvery ofthe Geode shell be made to the promises detailed inthe Order. 7.4. Delivery ofthe Goods shall not cccurin inelalments urese he Purchasers prior wile concent is obiaine. 7.8. Aay canter of ansporter coniacted by the Supplier lo wansport tie Goods is deemed to be the Suppers duty authorised sub-contractor. 76. 1 shall be Incumbent upoa the Supplier to ensure that where Goods are delivered by read, al! eglstaton Applicable to such ros transportation Isat ales compiled wth, and the Supplier indemnifis the Purchaser ‘against any tose suflered, including cenfiscaion of te Goods ars from dalivery of the Goods by the ‘Supper or carer without such autho. 77. The Supplier shall be responsible for eny loss or damage to property anor injury to persons caused by the ‘Supplier or any ols agenis, ervants of contractors when lanpartng, delivering of loading the Goods, The Suppler shall provise ana be responsible fr al abour for the unloading of Gacds onrtarta ‘Document no: Legal review JA SC Version Cone Page 2 0f7METALS GROUP. 7.8 Delivery notes shall accompany every delivery to Purchaser and shal include the folowing Information: Order number, tom number, where specified In te Order, volume or quanify and, number of bags, carions, or other containers 7.9. The Purchaser shall bo enitled fo cancel any Order tothe extent thal delvery ofthe Goods has net yet boen elected and in such event the Purchaser shall nol be lable forthe price ofthe undelivered Goods or for any direct or consequential loss or damages suffered by he Suppllerin consequence of such cancellation, ‘OWNERSHIP AND RISK 8.1. Tile to aller any part ofthe Goods shal pass fo the Purchaser on the earlier of 8.41. payment or such Goods or pat thereof or 8.1.2. delivery of such Goods in accordance with clause 7 841.3. Where tle to al or any part of the Goods has passed to the Purchaser bul the Goods cemaln in possession ofthe Supple, the Suppiler shal carly label the Goods as the propery ofthe Purchaser nd slore the Goods separsely rom al oer goods. 82. Riskin the Goods shall remain with the Supper untl such time as the Goods have been physicaly dalvered ‘and received by he Purchaser evidenced by signature ofa uly autherzed representative of ha Purchaser on delivery note, 9, INSPECTION AND REJECTION 9.4. The Supplir gran the Purchaser the cght to inspect any Goods at any tine prior lo detvary at Suppior’s premises of elsewhere. Inepecion by the Purchaser of ary Goods hell not eleva tho Supplier of Fesponsiilly oc labity for these Goods and shal not imply acceptance thereof. The Purchaser shall bo ented fo waive euch right of hnspocton prior to delvary, witout prjucice to i ight lo reel Goods after delvery £2, Goods wil be accepted atthe place of delvery, only with regard fo number and condition of packages, and notwithstanding any receipt that may have been given, the Goods shall remain lable to rejection f notin accordance with the Order. 8.3. Wihout prejudice to any other rights thal the Purchaser may have, ihe Supplier fils fo delver the Goods in accordance wih te terns ofthe Oxder and by the spectied date or the Purchaser rejects the Goods pursuant to Clause 8.1, then the Purchaser shall be enilled, alts optic, to: 9.3.1. requice the Supplier to cemove such Goods 2t the cost and expense of the Suppiir, which Goods hall be held at the tsk of the Supper: 9.2, require the Suppller to repalr cr replace the undolvered or rejected Goods, In eltter case tee of ‘charge and a8 expeditously as reasonably pracicable: 99.3. obtain goods from a tne pery and be relmbursed by the Suppliar fr al addtional reasonable costs ‘and expenses thereby ncured, andor 93.4. —_eminate the Order fortivith and reuse to accept any further consignment of Goods under Ine Orde ‘94, The Supplier shall on demand fund the Purchaser the Price, if paid, and al ther costs and disbursements Inotered by tha Purchaser in spec of o a8 2 resul ofthe Goedsbelng rats cr rected. 95. Tae Supplier shall bo Hable forall damages sulfored by the Purchasor as @ result of dofecve or delayed delvery or ruling fom the Goode not complying with the Sposeatons 40, PRICE AND PAYMENT 10.1, ‘The Prices) for the Goods shal be specifed in the Order. Prices shall remain fxed against upwards movements and shall not be subject to any increase or escalation whatsoever untl delivery in accordance wih clause 7 10.2. Unies athenvise stated in the Contract the Price payable forthe Goods shal be: 102.1. exclusive of value added or ether sales tax, and 1022. inclusive of all charges fer packaging, packing, shipping, cariago, Insurance and devery of the Goods and all duties, licenses, permits and taxes (atrer than VAT) as may be payable In respect of the Geads from time to time 4013, Unless otherwice agroed by tho partios and specified in the Order, and provided: 1031. Supplier caries out all ts obligations in tems of he Order; and oertana Oocument no: Legal review JA ‘80 Version Cental t Page of 7METALS GROUP 1032. Purchaser receives an orignal vatd tax invoice and statement before the 28° ofthe meni 1033. Purchaser shall make payment tothe Supplier 60 days fram date of statement unless ealysotloment lscounts have been agreed in wing. 104. The Purchaser may vithhold payments of any dlsputed or insuficlenly documented amounts inchuded in any noice. Tho Purchaser is ented lo deduct from or sctff against any money due or which becomes due by the Supper against any sum(s) due tothe Purchaser. 410.5. Any applicaton for price edustnents must be made in wring to the Purchaser and shall be supported by such documentary evidence as may be required by the Purchaser. No pice adjustments shal be effective ‘ull accepted in Ying by the Purchaser and it shall bein the sole and absolute discretion ofthe Purchaser to accept or eject any proposed price adjustment 108, ‘The oficial Order number and the Purchaser VAT umber must accompany all kwoices, credit notes and slatemenls, Invoices not reflecting an ofeial order number of an Incorrect number shal result In payment delays, 1. WARRANTIES 11.1. The Supplior warrants tat the Goods and any parts ar matrisle uead in tho porfoemance of any work or serves related tothe Goods chat, 41.4.4. be ft forthe purpose, fr which they have been manufsctured and shail remain so under normal working conditions; 414.2. conform tothe Specfcations; 4143. bonow and unused, of sound matrials and workmanship; 14.4.4. be tee from ary defects forthe Defect Warranty Period; 4148. conform to all laws apd requatons affecting the manufacture, cae, use packaging and labeling of tho ‘Goods, which ore in fore and effect on tho dato of delivery, and that al Goode have attached or are accompanied by appropriate insiruclons, warnings andlor fabeng in elaion to transporting, string, ‘operating sing, consuming or esposing of the Goods. 41.2, Supplier warcants that 112.1, iL has the necessary skis, expertise, resources, faites and personnel lo digently provide the Goodland campy vith ts obigations under these Conditons; 11.22, shall at all tines comply wih al taws applicable to Supplier, is business and the Goods. In Paricular the Supplier shal at sil imes comply wih the Income Tax Act, the Compensation fr ‘Occupational injures and Diseases Act and the Unemployment Insurance Act as amended 11.23. 1 and its egonts, contactors and omployeos shall, at al times, comply wit al rules, regulations health and satoly, securiy, information technology, privacy and any other relevant policies and procedures ofthe Purchaser appteabe at the Purchaser’ premises Where the Goods are daivared fr the work performed; 11.24. shall actively endeavour to prevent accidents, improve safely performance and adhere fo sound and ‘safe work standards and pracvess, 11.26. -ithas full eoxporate authori to execute, deliver and perform is obligations under these Conditions; 11.28. and 10 lis knowledge there are no actions, claims, proceedings or investigations pending or threatened against Supplier which may prevent or lnit Supper from performing its cbligatons under ‘nese Condiions. 143. Inadiion the Suppter shat 113.1. specify hil detale regarding the extent of immediate and long term potontal hazards or dangors, Imeluding out not lmted to, toxicity, Nammabiiy, harmful efect due to inhalation or dtect contact of eto direct ar increct usa thereof 113.2, fuenish fl dotals and specications regarding the most appropriate safety precautions o be taken in ‘aspect of ne Gaces ote use and handling thereat. 41.33. labetal packagesreceptacies containing the Goods in order to protect those who hancle them or who ate exposed to them. 414, ‘Tho Supplier agrees to th assignment to any subsequent user or purchaser of any warranty or guarentee to viich the Purchaser is eniled hereunder and the Supplier agrees fo enter inlo such documents as may bo rnacessary fo achieve thi. oarn2rt Decument ao: Legal roviow JA SC Version Contol 1 Page of 72. a 14, § scaw METALS GROUP INSURANCE AND INDEMNITY 12.1. The Supplier shal Hold harmless end Indemny the Purchaser from and against any Habbly, loss, costs (eluding legel foes on an allomey-cient scale), expense, damage or lnury In consequence af a defect in design, parts or materials or werkmanship of Goods or ery breach by the Supper ofthe Order (nuding any late deitvery of Goods) oF any negligent, wilful or wongful actor omission ofthe Supote, ts employees, sub- contractors or agents, save othe extent that such lab, ess, cos, expense, damage or jury is due tothe negligence of the Purchaser. 12.2, The Supplier agrees to Inderal the Purchaser from any and all osses sustained by the Purchaser by ‘e2son of any thc party claim for injury, death or other damage caused by breach ofthe above mentioned ‘warranios or by dofects in the Goods (including recall costs vatdly incurred by the Purchaser as a ‘eonsequence of finding detective Goods) 123, Without limiting ifs responsibities under these Condilons, tne Supptor shall arrange and maintain, a Is own ost, all nacaseary Insurane, in parieuar insurance must be eflecied for public labily, and product lbity. ‘The Suppiar shal produce evidence of these Insurances upon request. The procurement of any insurance pokey shall nat li Supplier's obigattons under this clause or these Condions. 424. Neither party shall be Hable for any consequent, inctect or special indirect loss or damage howsoever same ares BREACH AND TERMINATION 49.1 fin the sole opinion of the Purchaser the Suppl 19.41. continually fis execute the Orderin accordance with the true meaning and intont thereof or 13:12, Is delaying unduly in executing kor Is not carrying ut the work at such 2 rate as wil ensure delivery ofthe Goods by the Delivery Date; or 132. the Supplier: "18.2.4.has commited or Is commiting a breach of any oer provision ofthe Order, and fhe defeuit being ‘one whichis capable of being remedied) the Suppl falls to remedy his default within 7 (sever) days Of receipt of @ notice inviting from the Purchaser calling Upon him fo do 80; or 4922. has commited ors commiting a breach of any provision ef these Conditions; of 132.3. has contravened any of the Purchaser's rules, cogualions, poles, Code of Conduct, or eny other Regulations, lave or safely standards; or 4824. has breached any warranty, oF 4325. is placed In liquidation, commenced business rescue procoodings,, or If tho Suppliers estato is ‘sequestrated, the Suppor commie any act of insolvency, ori tne fsa change of corel of to ‘Supplen 1828, has commited any aet of which fraud Isa component, thon the Pucchaser shall be eile, without prefslce to any other rights which may be avaliable toi, to cancel the Order and io recover from the Supper ell damages, losses and expenses incured by kin consequence of ‘such default, breach of fadure ineuding losses and expenses incurred a8 a resut ofthe Purchaser having lo ‘make othe érrangements fr the execution of the Order or the supply of the Goods in question, INTELLECTUAL PROPERTY AND CONFIDENTIALITY 444, AW intelectual property rights inckiding palans, trademarks, sorvice marks, design rights (whether rogistered ‘or unregistered, expyrght (inctuding any future copyright) and any application for any of the foregoing, arising ‘Hom work condted oF prepared by tha Supplier for te Purchaser shal belong to the Purchases. 142. Al drawings, specication, code and materials supplied tothe Supplier by econ behalf of tho Purchaser, or prepared, manufactured or procured by tha Suppl specifically fr orn connection with the performance of {he Order forth Purchaser shal belong tothe Purchaser, Each paty shall eal as confident al information ‘obiained from the elher pursusnt to the Contract which Is einer marked as being confidential or has. the fecessary quali of canidence about if, and shall not divulge such information to any persons (except to such partys oun empioyeas, and then enly 0 those employees who need to know the same) without the ‘ther parts prlor writen consent, proved that this clause 14.3 shall not extend to information which was Fighly in the possession of such par prior to the commencement of the negotiations toad to te Contract, wien Is aiady public Knowiedg@ or becomes so at a fulue dale otherwise han sa result of @ breach of fis clause 14-3 Each parly shall ensure What ls employees are avtare of and comply wath the provisions of tis clause. i the Supple shall appoint any subconfacer, then the Supplier may disclose Confidential information to such subconiactor subject io such subcontractor giving an undertaking in similar terms 0 the provisions of tis clause. The foregoing obligations as 10 contdentially shall suvve ary termination ofthe Contract. oovtart4 Document no: Legal reviow JA, SC Version Contol 1 Pogo 6 of 7METALS GROUP. 142. The provisions of clause 14.3 shall continue In foree notuthstandiag ‘erminalln, however caused, oF competion, of ihe Order. The provisions of clause 14.3 above shall net apply to any information or document {nthe puble domain or coming into te puble domain other than through the defaut ofthe Supper. 1144. Tho Supolior warants thatthe calo, posseselon, resale or vee ofthe Goods do not infinge any third party Infelectual propery righls and underiakes to Indemnity and hold harmloss the Purchaser (he indemnified Panias") against al royalles or lcenso feos (0 the exent not specifesly provided fo) and against all damages, expansas, losses or costs sufered by tho Indomniied Pates or which the Indemnified Parts may beable in respect of any breach ofthis waranty. 445, The Supplior shal meke no reference to the Purchaser in ils advertising, erature or correspondence without tho Purchaser’ prior wrilon agreement. thing inthis Order shall entile the Supper to use any name, trademark or fogo ofthe Purchaser, 46, THE PURCHASER'S CODE OF ETHICAL PURCHASING POLICY 15.1, The Supoler acknowodges thatthe Purchaser has a code of ethics (the "Code of Conduct’) and operates an ethical purchasing policy (ihe "ethical puchasing poly", covering areas such as labour, safely and the envionment. Copits of he aca pucaing polly dnd the ade of GonGuct mey Be vlewed on The Purchaser expects the Supple to maria covtny h stadard af egy ial i busbessceatoneips van he Purchase endo {ostor the highest possble standards of professional competence in all ts actos. To this end, in supplying Goods to the Purchaser, the Suppler agrees thal lt shall not knowingly take any action viich violtos the ‘Code of Conduct Further, no employee of tho Purchaser s authorised lo propose to the Supple or approve ‘ors inconsistent with he Code of Condit. 152. The Purchaser shall have the right to terminate fs business relaionship and any associated agreements with ‘he Supplier if he Supplier Is in material breach of he Code of Conduct and, Inthe case of breaches wich ‘2r9 capable of remedy, the Supplier fas to remedy such breach, afer vriten notification by the Purchaser of ‘such beach, 46, NOTICES Unless otherwise expressly stated herein allratices which aro required to be given hereunder shall be in wring and shal be sont fo the addres ofthe recent as sot out in the Order or such aiher adéross as the recpiont may designate by notic given in accordance with the provisions ofthis cause. Paling any such address being so set out (or designalad, such notices shal bo son! tothe recipiont’s rgistorad address. Any such notce may be delvored personally or by prepaid registered post, mal or feesinda transmission and shall be doomed lo have baen served f by hand when delveres, 1 by prepaid registered post 48 (ty eight) hours after posing and if by facsimile transmission ven despatched (provided no errors are reported). Any notice which affects the vakly or existence of these terns and conéions shal be defivered personally or sent by prepaid regstered post ony 47. FORCE MAJEURE Noithor party shall be table for any flue to full ts obligations under these Conditions if and to the extent the Fer i¢ caused by ary cieumetances boyond ts roasonablo contra, including food, fee, earthquake, war, lempest, huricane, Industial acon, government restcions oF acs of God, Should any evert of force majaure ais, the sifecied party sal nally the oor party without delay and th partios shall most witin 7 (seven) calendar days of The notes to negotats in goed faith alternative methods of fling is oblgations under an Order, fan. In addon, Supple shal continue fo previde and Purchaser shad continue to pay for those Goods net affected by the event of force majeure, Should either party Be unable fo full a material pat of is obigations under an Crder fer a posod in ‘|axcese of 30 (ihity) calendar daye due to crcumstances or force majeure, fs other party may alts sole dscretion ‘cancel the relevant Order torah by waten notice 48, GENERAL 1841. Tho Contract (incuting those Conditions) consttes the whole agreement between the Purchaser and the ‘Supplier relating to the subject matier hereof No amendment or consensual cancelation of tho Contract oF any prouison oF term thereof or of any agreement, bill of exchange or othar document issued or executed pursuant to or terms thereof and no seltement of any disputes arising Mere under and no extension of tne ‘waver or relaxation oF suspension of any of the provisions or terms thereof or of any agreement, bil of ‘exchange or other document issued pursuanl to oF In terms thereof shall be binding unless recorded In a ‘ten document signed by an authorised representative of both parles. Any such extension, vver or Felexation ar suspension which Is so given or made shal b scl censiroed as celating sity tthe mallor in respect whereo! ives made or give. 182, No exension of ime or waiver or relaxation of any ofthe provisions or terms ofthe Contractor any agreament, bi of exchange ac ather deciimant issued or executes pursuant to of in terms of thereof, shall operate 36 a0 ontans ‘Document no: Legal review JA ‘SC Version Cental Page 6 of 7METALS GROUP. tsloppel ofa partis’ rights under the Contract, nar shalt operat so as to preclude a party thereafter from fxercising its rights stein accordance wah te Contact 183. Nether party shalt not be bound by any express or imped tem, representation, warrenty, promise or the like nat recorded herein, whether it induced the Contact betweon the Supplier and the Purchser or nol. 184, Tho Suppfer shal not cede or assign or othennise transfor the Contract or any of is righis and obligations, ‘hare under, wneiner in whole orn par, without the prior witten consent ofthe Purchase. 18.5. ifany provsion of the Contract fs held by any competent authori to be nvald or unenforceable in whole or in pat, he vali ofthe ether provisions of he Contract and the cemaindor ofthe provisions in question shall not be affected thereby. 18.6. The Contract shall be governed by and construsd in accordance wit he laws of the Republic of South fica ‘and shall be subject othe excusve usin ofthe South Atcan Courts. 18,7. The Contract shall furor bo governed by Scaw/s polices on, inter aia, access, safely, heal environment and traf, th anion Document no: Legal review JA SSC Version Cental 1 Page 7 of7