TALBOT TRANSPORT (PTY LTD.)

TRANSPORTER RENTAL

AGREEMENT MARCH 15TH 2017

CONTRACTOR TRANSPORTATION RENTAL AGREEMENT

BETWEEN

TALBOT TRANSPORT(Pty)ltd

3 DYKE STREET FACTORIA

KRUGERSDORP

UNIT 7B CASTLE

BUSINESS PARK

1733

Reg:2016/447208/07

(Here in after referred to as: (“ CONTRACTOR”)

AND

(Here in after referred to as: (“THE TRANSPORTER”)

. DEFINITIONS AND INTERPRETATIONS

. APPOINTMENTS

. DURATION AND COMMENCEMENT

. STATUS OF CONTRACT

. COMPENSATION

. TRANSPORTERS OBLIGATION

. SAFETY AND ENVIRONMENT

.

. ACCIDENTS AND BREAKDOWNS

. LIABILITY AND LOSSES

. COMPANY OBLIGATIONS

. INSURANCE

. DELIVERY TERMS

.

. LIQUIDATED DAMAGES

.

. INDEMNITY

.

. SETTLEMENT OF DISPUTES

. ASSIGNMENT

.

. TERMINATION OF INSOLVENCY

.

. TERMINATION OF DEFAULT

. FORCE MAJEURE

. NOTICES CONTRACT AMENDMENT

. WAIVERS

. AUTHORISED REPRESENTATIVE

.ENTIRE AGREEMENT

. LANGUAGE

. SEVERABILITY AND ENFORCEMENT

. GENERAL

. CONTRACT COORDINATORANNEXURE1=SCOPE OF WORK

ANNEXURE2=LIST OF VEHICLES (SPREADSHEET)

Parties:

This rental agreement is made and entered on the……………day of……………….………year …………….Between:

TALBOT TRANSPORT PTYLTD, accompany under the laws of South Africa and having its registered office at the above address herein acting and represented as the first part.(Here in after referred to as THE CONTRACTOR , here in acting and representedby…………………………………………………………………….............…………………as director/s, on the second part)

the company incorporated under the laws of South Africa and having its registered address at the above address(Here in after referred to as THE TRANSPORTER , herein acting and represented by..................................………………………………………….……………… as director/s, on the second part)

WHEREAS

1. The Transporter requires rental services for movement and delivery of commodities from designed loading areas to designated offloading are as domestically and regionally(here in after the “services”)

2. The TRANSPORTER is in the transport business and professes to have considerable skills, knowledge and expertise in that field.

3. The TRANSPORTER has represented to the company they have significant knowledge and experience ,expertise and capacity in all respects necessary to carry out the services and in willing to transport and deliver or procure the transportation and delivery of commodities in accordance with the terms and conditions set out in this rental agreement.

4. The parties have now agreed to enter into a rental agreement so as to evidence their rental agreement concerning the services.

NOW THEREFORE

In consideration of mutual promises and covenants herein contains the parties agree as follows:

1. DEFINITIONS AND INTERPRETATION

In this rental agreement the following words and expressions shall have the meaning as described to them except where the context requires otherwise.

“RENTAL AGREEMENT’ ’means this rental agreement together with Annexes attached hereto at the time of signature and such other document as are herein expressly incorporated by reference, as the same may be amended or supplemented by the parties.

“ANNEX’’ means the various details attached to this rental agreement at the time of signature and forming an integral part of this rental agreement.

“BUSINESS DAYs” means any day other than a Saturday, Sunday or public holiday in the republic of South Africa.

“DAY” means any day of the week whether or not it is a Saturday, Sunday or public holiday or any twenty four hour period.

“DELIVERY” means the successful transportation of product from loading site to an offloading site.

“DISPUTE” means any difference of view, disagreement, and controversy of claim arising out of or relating to this rental agreement or the interpretation of performance of provisions of this rental agreement of breach, termination of validity thereof, which the parties are unable to resolve by mutual agreement within a reasonable time.

“EFFECTIVE DATE” means the date on which this rental agreement take effect which date shall be

……………………………………………………Notwithstanding, the date of signing.

“PRODUCT” shall mean any means of any other item that the company requires being thetransported. The term maybe used interchangeable with the word“ cargo”

.“MONTH” means a calendar month.

“PARTIES ”means the contractor and the transporter collectively.

“SERVICES” means the services identified in Annex1 scope of services.

“SERVICES DATE” means the date on which this rental agreement is signed by the party that signs last.

“VEHICLE” means any mode of transport used by the transporter for the transportation andDelivery of any products it terms of this rental agreement.

“WEEK” means seven consecutive days

“YEAR” shall mean a period of twelve consecutive months commencing on the effective date or on the firts day of January and very period of twelve consecutive months thereafter whichever is applicable in terms of this rental agreement.

*Unless inconsistent with the context, words and words signifying natural personal shall include artificial person and vice versa. Signifying any one gender shall include the other, words signifying the singular shall include the plural and vice versa.

*Any reference in this rental agreement to a party includes that party’s permitted successors and signs.

*Any reference to any status in this rental agreement shall be a reference to that statute as at the signature date, and included all regulations, order directions and promulgations issued or passed there under

*When any number of days is prescribed in this rental agreement, such number shall be reckoned exclusively of the first and inclusively of the last day unless the last day falls on a day than a business day, in which case the last day shall be the next succeeding business day.

*The heading in each section are used for convenience only and shall not limit, or effect the interpretation hereunder

*This rental agreement shall be interpreted and governed according to the laws of the republic ofSouth Africa.

2. APPOINTMENT AND SCOPE OF SERVICE

*The contractor hereby rents a 34 ton side tipper to the transporter to perform the services set forth herein subject to the terms and conditions of this rental agreement.*The transporter here by accepts the appointment and agrees to perform the services inAccordance with the terms and conditions of this rental agreement.

3.DURATION AND COMMENCEMENT

*This rental agreement shall be for a term from month to month on the effective date and shall continue until expiry by one calendar month written notice from ether party.

*The parties may apt to renew this agreement on such terms and conditions as the parties shall agree.

*In the event that either party wishes to renew this rental agreement, that party must give notice to the other party of such intention to renew at least one week prior to the date of expiry referred to above.

*in the event of the Transporters failed to make timeliest rental payments then this rental agreement shall automatically terminate by expiry due to none payment at Transporters costs.

*Thereafter if the transporter wishes to reinstate this rental agreement due to none payment the Transporter must pay all expenses the Contractor incurred during the non payment period.

4.STATUS OF TRANSPORTER

*The transporter shall have an independent transport status and shall not be considered as an employee for any purpose. Accordingly the transporter shall retain sole and absolute discretion in the manner and means of carrying out its activities and responsibilities under this rental agreement.

*This rental agreement does not constitute an agreement of employment, partnership joint venture of agency between contractor and the transporter and shall not give rise to any relationship of employer and employee, master and servant or, save as expressly stated otherwise, principal and agent between the contractor and the transporter of between the contractor and any employee agent of subcontractor of the transporter.

*Accordingly, the transporter shall be responsible for full workmen compensation insurance cover for its employees and the company shall not be liable for any injure loss or damage, arising in whether manner caused to the transportation, movement or delivery of the products.*Neither party shall, save as expressly stated otherwise, have the power to make a contract inThe name of the other, to grant of pledge credit of the other, to incur liabilities on behalf of the other or to the employee any person on behalf of the other and either party shall save as expressly stated otherwise hold itself out to have such power to purport to exercise any such power.

*The contractor shall not be liable for any obligations incurred by the transporter save where prior written approval of such commitment and liability was issued by the contractor.

5. COMPENSATION, BENEFIT AND EXPENSES

5.1 The Transporter will provide transportation services for a rental agreement to the contractor for the period of month to month;

:

MINE:

ORDER NUMBER: ISSUED ON SITE

OFF LOADING:

ROUND TRIP:

The operating hours is 6-6hrs or maximum 12 hour shift per day depend on as agreed between both parties.

5.2The rate is a Monthly Rental of R80,000.00 per month due each month from date signed. The driver salary is paid up front on delivery of 34 ton side tipper of R15,000.00 and due every month on same date rental is due. An once off holding deposit for damages is due on delivery of 34 tons side tipper of R50,000.00 and is refundable after rental period, after inspection report is complete and no damages reported.

5.3 The Contractor shall raise and submit one invoice every month for rental and driver salary to Transporter for services rendered. Upfront Payment shall be made by Transporter on delivery of 34 ton side tipper and every month their after on due date.

5.4 In the event of the Transporter none payment of due rental fee on due date. The 34 ton side tipper will be withdrawn from service at Transporters costs.

5.5 The Transporter shall use its own tools, other materials to perform the service. The Transporter shall be responsible for logistical arrangements or the transportation of the products from a loading site to an offloading site and shall be responsible for all incidental or related costs that may arise.

5.6 The transporter is responsible for major services and tire wear and tear.

5.7 No cross boarder work is allowed by transporter all work for this rental agreement must be done within the borders of the Republic of South Africa.

The transporter is to use the drivers designated to service only. By contractors approval.

6. TRANSPORTER OBLIGATIONS

*The transporter hereby acknowledges and agrees to the following obligations and covenants with the contractor to:

*The transporter or move and deliver the product to the offloading sites by means of the vehicles which shall be listed by rental agreement of the parties in annexure1 immediately before or after the signing of this rental agreement provided that the vehicles meet the conditions specified under this rental agreement.

*The Contractor shall at all times ensure a valid Goods in transit cover is in place.

*Complete and sign all requisite contractor documents during the performance of its duties and obligations.

*Transporter Not to overload trucks and devise ways to prevent, control and avoid overloading. In the event of overloading the transporter will be responsible for the trans-movement of the product to the final off loading point at no cost to the contractor and damage that may accrue to 34 ton side tipper due to overloading will be for transporters account. *Ensure that its equipment, including but without limitation to all vehicles used, is in good working and operating condition and is properly maintained so as to avoid injury to any personnel, damage to the contractor 34 ton side tipper.

*Ensure that the vehicles are at all times properly maintained in a roadworthy and running condition, and to a standard that meets the contractor requirements in regards to cleanliness and appearance. Vehicles must be fitted with safety belts and reverse warning alarm (visual and audio)

*Transporter is required to fully adhere with all relevant road traffic legislation and safety regulations in force from time to time governing the conveyance of the products and shall ensure be in compliance along with all its employees assigned to carry out the services.

*provide drivers and loaders with appropriate safety gear and ensure its correct use at all times as required.

*Use qualified competent drivers trained in defensive driving and who have obtained a recognized certificate there to, having valid driving licenses and that are reliable, sober, literate and who are medically fit and properly to convey the inputs. The transporters in his execution of this rental agreement shall submit the names of such personnel to the contractor.*At its own cost obtain all permits and the like that may be required in order for it to lawfully perform its obligations in terms of this rental agreement

*Ensure that at all times during which the transporter is performing the services a suitably qualified person is appointed by the transporter to the responsible for and supervise the performance of the services and the transporters other obligation in terms of this rental agreement and that at least one such person is contractible 24 hours at the minimum alternatively of contact person per12hours shift.

*Cell phone, that at least one such person is available and authorized to make all and any decisions regarding the performance of the transportation services or any of the transporters other obligation in term of this rental agreement.

*In addition to the obligations herein before acknowledge the transporter undertakes that:A) All the equipment listed in this rental agreement shall be used by the transporter exclusively

for the purpose of this rental agreement throughout the validity of the rental agreement and those incompetent Drivers will be replaced immediately should the contractor be of the opinion that the driver is unsuitable.

B )It will co-operate with all and any other persons performing any services of any nature whatever at the loading sites or offloading sites as may reasonably be necessary to properly perform its duties in term of this rental agreement.

7. SAFETY AND ENVIRONMENT

*The transporter must observe and comply with at all times legislation and rules affecting safety health and welfare of its employees and the environment

*The transporter shall have a written policy and apply sound safety practices in its operations and adhere to the contractor safety regulations.

8. EQUIPMENT

*The transporter shall ensure that all of its equipment is at all times serviceable and in this regard shall allow an agent appointed by the contractor to inspect the vehicle from time to time by agreed appointment and after the inspection any vehicle adjudged to be unserviceable shall be withdrawn by the contractor at transporters cost.

*Inter changes of vehicles and equipment by the transporter shall be allowed only in the case of breakdowns and inefficiencies provided prior approval has been issued to the contractor contract manager.

9. ACCIDENTS AND BREAKDOWNS

*In the event of any accident or breakdown involving any equipment used for purposes this rental agreement the transporter shall:

*Immediately notify the contractor

*Arrange to trans-load and convey the products to the nearest offloading site at its own expense.*Arrange with the necessary policy underwriters of the damage and possible claim and make good on the claim with his ensure for the loss or damage as a result of their direct or indirect involvement.

*The failure by the transporter to immediately notify the contractor of any accident shall be considered as a material breach.

10. LIABILITY FOR LOSSES.

*The transporter shall have the right to replace missing or damaged parts by submitting a request to the contractor for approval.

*The contractor reserves the right to reject the replacement parts if they do not meet the same quality of the parts damaged or lost and to debit the invoice as indicated in clause above.

11. CONTRACTOR’S OBLIGATIONS

*during the term of this rental agreement the contractor shall:

*Keep accurate records of inspection report before delivery of 34 ton side tipper.

*Keep a (fifty thousand Rand) R50,000.00 deposit supplied by Transporter in trust for the duration of this rental contract for any damages that might accrue during the rental agreement period.

*Ensure that vehicle is given to Transporter in good working condition after signing inspection report by both parties.

*The contractor shall be responsible for Goods In-Transit insurance and vehicle insurance.

*The transporter shall immediately report any major engine damage to Contractor.

12. INSURANCE

*The Contractor acknowledges and agrees that it is responsible for procuring insurance in respect of all products in transit for each consignment and that each consignment is adequately insured

*The transporter shall procure at minimum third party vehicles insurance for all vehicles used to carry out the services.

13. DELIVERY TIMES

*The Transporter shall ensure the delivery of the products within the time periods of 12 hour shifts maximum per day prescribed by the contractor failure of which shall constitute a material breach.

14. INDEMNITY

*The transporter shall indemnify and keep indemnified the contractor its servants and employees form all claims and demands arising from breach or non-observance of all applicable legislation in the execution of the rental agreement. He shall keep indemnified the contractor from and against all actions, claims, cost charges, proceedings and demands that may be made or brought against the contractor or which the contractor may bring or sustain in respect of such breach or non observance and in respect of damage or injury to the persons property directly or indirectly due to or arising from an act neglect or default of the transporter its agents.

15. SETTLEMENT OF DISPUTES

*The contractor and the transporter shall in the first instance make every effort to resolve amicably by direct,(documented) informal negotiation any dispute of any kind arising between them under or in connection with this rental agreement

*In after fifteen days from the commencement of such informal negotiations the parties have not succeeded in negotiating a resolution or settlement of the dispute either party may refer the dispute for determination by arbitration in accordance with the arbitration act of the laws of south Africa or any statutory enactment in that behalf for the time being force. The decision of such an arbitrator shall be final binding upon the parties and the rental agreement governed by its term and condition will take precedence with a view to resolving the indifference based on the acceptance of this rental agreement.

16. ASSIGNMENT

*This rental agreement is personal to the transporter and the transporter shall not assign transfer or support to assign or transfer to any other person any of its rights or obligations in whole or in part except with the prior written consent of the contractor.

17. TERMINATION OF INSOLVENCY

*The contractor may at all time terminate the contract by giving one month written notice to the transporter if the transporter becomes bankrupt or otherwise insolvent. In this event termination will not affect any right of action or remedy which has occurred or will accrue thereafter to the contractor

The contractor may terminate this rental agreement without liability to the transporter by giving notice at anytime if:1)The transporter makes any voluntary arrangement with its creditor’s or being an individual or firm becomes bankrupt or being a contractor becomes subject to an administration order or goes into liquidation otherwise than for the purpose of amalgamation or an approved restructuring or

2) An encumbrances takes possession or a receiver or liquidator is appointed for any of the property or assets of the transporter or

3) The transporter ceases or threatens to cease to carryon business or

4) The contractor reasonably apprehends that any of the events mentioned above is about to occur in the relation to the transporter and notifies the contractor accordingly.

5) Any termination of this rental agreement pursuant to this clause shall be without prejudice to any other rights or remedies that a party may be entitled to here in or at law shall not affect any accrued rights of liabilities of either party: the notice period shall be two weeks given in writing

*Without prejudice to any other remedy if the contractor exercises its right to terminate this agreement in accordance the provisions if clause 22.1 the transporter shall be obliged to repay the contractor forthwith any service fee which has been pre-paid before termination.

18. TERMINATION OF DEFAULT

*Without prejudice to any other remedy for breach of contract, this rental agreement may be terminated forthwith by either party if the other commits any material breach of this rental agreement and which ( in case of a breach capable of being remedied) shall not have been remedied within 14 days of a written request to remedy the same. In addition the contractor may terminate this rental agreement:

*If the transporter through any of its employees engages in or knowingly fails to take action to prevent the commission of any illegal activity at the loading transport transfer offloading or consumption points of.

*If the transporter is not able to carry out its obligations and or does not perform its obligation under the rental agreement to the satisfaction of the contractor.

*In the event the contractor terminates the transporter in whole or in part pursuant to clause.

*Notwithstanding anything to the contrary and notwithstanding the termination of this rental agreement or any part thereof for any reason whatsoever the provisions of this rental agreement which expressly or by implication are intended to survive such termination shall survive such termination and shall continue to be of force and effect.

19. FORCE MAJEURE

*Notwithstanding the provision of clauses 14, 15 and 24 the transporter shall not be liable for liquidated damages or termination for default, to the extent that its delay in performance or other failure to perform its obligation under this rental agreement is the result of an event of force majeure

*For purposes of this clause “force majeure” means an event beyond the control of the transporter and not involving the transporter fault or negligence and not foreseeable. Such events may include but are not restricted to wars or revolutions fires floods quarantine, Restrictions and freight embargoes

*If a force majeure situation arises the transporter shall notify the contractor in writing of such condition within 24 hours of becoming aware of a “force majeure” situation.

This notification must describe the nature of the circumstances that have emerged and if possible an estimated effect of the inability of the transporter to discharge its obligation under this agreement unless

Otherwise directed by the contractor in writing the transporter shall continue to perform its obligations under the contract as far as is reasonably practical and shall seek all reasonable alternative means for performance not prevented by the majeure event.

*If an event of force majeure continues for a period of seven days of more he contractor may terminate the contract without either party incurring any further liabilities towards the other with respect to the contract other than to effect payment for services already.

20. NOTICES

*Save as is specifically and expressly stated in this rental agreement all notices required or permitted under this rental agreement shall be made in writing and shall be deemed to have been duly given if delivered by hand or mailed postage prepaid by registration or certified mail return receipt or by facsimile upon completion of

Dispatch and receipt of a successful transmission slip sent to the party to receive such notice at the above addresses of the contractor:

*A party may at anytime change it’s address for service by notice in writing to the other, provided that the new address consists of or includes a physical address in the Republic of South Africa at which process can be served.

*Notwithstanding anything to the contrary, a written notice or communication which has actually been received by a party shall be regarded as sufficient notice despite the fact that is has not been dispatched or delivered to or received at the address for service.26. CONTRACT AMENDMENTS

*No variation in or modification of the terms of the contract shall be made except by written amendment signed by the parties. No agreement to vary add to or cancel this rental agreement shall be of any force of effect unless reduced to writing and signed by or on behalf of the parties to this rental agreement by the duly authorized representatives as defined in this rental agreement.

21. WAIVERS

*No failure on the part of any party to exercise and no delay in exercising any right power or privilege under this rental agreement shall operate as a waiver of such right power or privilege not shall any waiver of one breach be construed as a waiver of any right or remedies with respect to any subsequent breach. No waiver of the requirements of any provision of this rental agreement shall be effective unless it s in writing and signed by the duly authorized representative of the party giving it.

22. AUTHORIZED REPRESENTATIVES

*The authorized representatives of the parties shall be acetated under this section. For the director it shall be a director witnessed by the head of logistics division while for the transporter it shall be a director and the company secretary or another director witnessed by the senior officer. The authorized representatives could also by any other persons approved by the parties in writing.

23. ENTIRE AGREEMENTS

*This agreement including any annexes attached here to and documents and instruments to be executed and delivered pursuant to the embodies the entire rental agreement between the parties in relation to this rental agreement and its up recedes all prior negotiation and agreements between the parties in relation there to.

24. LANGUAGE

*Transactions under this rental agreement and all notice and other communication between the parties shall be conducted in English

25. SEVERABILITY AND ENFORCEMENT

*If any part of this rental agreement or the applicability there of shall be held by a court of competent jurisdiction to be invalid void illegal or unenforceable for any reason and in any Respect the validity legality or enforceability of the remaining provision shall not be affected or impaired in any way and such remaining provisions shall remain in full force and effect

26. GENERAL

*This is an on-exclusive rental contract and the contractor reserves the right to use sub-contractor transportation services.

*All obligations imposed by this rental agreement and the right and remedies available here in shall be in addition to and not in limitation of any duties obligations rights and remedies otherwise available by law.

27. CONTRACT CO-ORDINATOR

*The contractor designates Brian Talbot as its contract manager. The contract manager will be responsible for the coordination of activities under this rental agreement including receiving and approving invoices for the payments receivable.

*The transporter designates Mr. ___________________________ as transport manager. The transport manager will be responsible for the co-ordination of activities under this rental agreement on its behalf WITNESS whereof the parties here to have caused this rental agreement to be executed by their duly authorized representatives in accordance with their respective laws the day and year first before written. Signed, sealed delivered by:

(For and on behalf of the company)…………………………………

----------------------------------------(for and on behalf of the transporter)

ANNEXURE 2

List of vehicle (Spread Sheet)

TRUCKRefno:

HorseReg. no: Trailer 1 reg.no:

Trailer 2 reg.no:

Driver1name: surname

:

ID NUMBER:

CELL NUMBER:

001002003004005006007008009010

SIGNATORIES:

Warrants his/her authority–CONTRACTOR FULL NAMES__________________________

_______________________________________________________________________

Signed On This:_____Day of: _____________________ 2017 At___________________

Signature:_______________________________________________________________

____________________Witness 1:

Signed for and on behalf __________________________________________

Warrants his/her authority

Witness 2:

Warrants his/her authority–TRANSPORTER FULL NAMES__________________________

_______________________________________________________________________

Signed On This:________Day of: _____________________ 2017 At___________________

Signature:_______________________________________________________________

____________________Witness 1:

Signed for and on behalf __________________________________________

Warrants his/her authority

Witness 2: