SAMANCOR CHROME LIMITED MASTER TERMS …

1 SAMANCOR CHROME LIMITED MASTER TERMS AND conditions FOR THE SUPPLY OF GOODS AND services August 2006 CONTENTS 1 INTERPRETATION .. 2 2 SUPPLY OF GOODS AND services .. 2 3 INVOICING, PAYMENT AND SET-OFF .. 12 4 SUPPLIER S OBLIGATIONS AND 14 5 BREACH AND 18 6 DISPUTE AND 20 7 CONFIDENTIALITY AND NON-SOLICITATION .. 21 8 LIMITATION OF LIABLITITY .. 22 9 FORCE MAJEURE .. 23 10 DOMICILIUM AND NOTICES .. 23 11 GENERAL .. 24 1 1 INTERPRETATION In this Agreement, unless clearly inconsistent with or otherwise indicated by the context any reference to the singular includes the plural and vice versa, any reference to natural persons includes legal persons and vice versa and any reference to a gender includes the other genders.

2 The clause headings in this Agreement have been inserted for convenience only and shall not be taken into account in its interpretation. Words and expressions defined in any sub-clause shall, for the purposes of the clause of which that sub-clause forms part, bear the meanings assigned to such words and expressions in that sub-clause. This Agreement shall be governed by and construed and interpreted in accordance with the law of the Republic of South Africa. Subject to 6, the Witwatersrand Local Division of the High Court of the Republic of South Africa shall have exclusive jurisdiction in respect of all disputes arising from or in connection with this Agreement.

3 2 SUPPLY OF GOODS AND services Ownership, Risk and Intellectual Property Rights Ownership of and the risk in and to goods supplied by the Supplier shall vest in SAMANCOR CHROME upon delivery provided that ownership of and the risk in and to goods constituting Consignment Products (as defined in TERMS of a Supply of Products Agreement between the Supplier and SAMANCOR CHROME ) shall vest in SAMANCOR CHROME when used and/or consumed by SAMANCOR CHROME . Intellectual property rights, including, without limitation, all know-how, trade secrets, patent and copyright resulting from the provision of services by the Supplier shall vest in SAMANCOR CHROME . The Supplier shall take all necessary steps to ensure that SAMANCOR CHROME LIMITED obtains full legal 2 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 of written demand, the Supplier appoints any director of SAMANCOR CHROME LIMITED 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.

4 Warranties, Inspection and Returns The Supplier warrants that for the 12 (twelve) month period commencing on the expiry of the 30 (thirty) day period, referred to or such longer period as may be applicable in relation to the particular goods and/or services in question, all goods and/or services supplied to SAMANCOR CHROME LIMITED are and shall be - free of any claim of any nature by any third person; in conformance with the specifications, drawings, plans, instructions, samples or other descriptions furnished to or accepted by SAMANCOR CHROME ; of merchantable quality, free from any defect (latent or patent), and whether in design, workmanship and/or materials; and fit and sufficient for ordinary use and/or, the particular purpose for which they are purchased and/or any of SAMANCOR CHROME 's specific requirements disclosed to the Supplier.

5 The Supplier warrants that it has necessary and sufficient skills and personnel to supply the goods and/or render the services in TERMS of this Agreement and that the supply of the goods and/or the rendering of the services in TERMS hereof shall not infringe the rights of any third party (including, without limitation, intellectual property rights). The warranties in this are in addition to and are not to be construed as restricting or limiting any warranties or SAMANCOR CHROME 's remedies, express or implied, whether in TERMS this Agreement, law or otherwise. 3 In addition to SAMANCOR CHROME 's rights in law or in TERMS of this Agreement, SAMANCOR CHROME may within the 30 (thirty) day period commencing on delivery of goods or purported completion of the rendering of services by the Supplier, in its sole and absolute discretion, reject any defective service rendered, and/or return any excess or defective goods or goods not in accordance with SAMANCOR CHROME 's specifications or this Agreement ("Non-Conforming") supplied by the Supplier to SAMANCOR CHROME LIMITED .

6 The Supplier shall, on demand, reimburse SAMANCOR CHROME the purchase price of such Non-Conforming or defective goods and/or defective services as well as all of SAMANCOR CHROME 's costs incurred as a result of the rejection of such Non-Conforming, excess or defective goods and/or defective services . Notwithstanding 6 weighbridge certificates issued by SAMANCOR CHROME LIMITED shall constitute conclusive proof of the mass of any goods delivered to SAMANCOR CHROME . Every truckload, both before unloading (full load) and thereafter (empty load) shall be weighed on SAMANCOR CHROME 's weighbridges.

7 The Supplier shall ensure and warrants that its vehicles' mass is and shall be within legal limits so as not to prejudice SAMANCOR CHROME LIMITED in any way. At SAMANCOR CHROME 's sole and absolute discretion, the Supplier shall, at its cost and expense, replace defective and/or Non-Conforming goods and/or shall remedy any defect in the services rendered. All rejected, excess or Non-Conforming goods shall be held for a reasonable period of time for disposition in accordance with the Supplier's instructions and at the Supplier's risk and expense and, if the Supplier so directs SAMANCOR CHROME s, shall be returned to the Supplier at the Supplier s risk and expense, provided that, in the absence of any instruction from the Supplier, SAMANCOR CHROME shall be entitled to dispose of such rejected, excess or Non-Conforming goods as SAMANCOR CHROME , in its sole and absolute discretion, may deem appropriate in the circumstances and may utilise the proceeds.

8 If any, to defray SAMANCOR CHROME 's costs of storage of such rejected, excess or Non-Conforming goods. 4 The use or consumption of, or payment in respect of goods supplied and/or services rendered shall not constitute acceptance thereof by SAMANCOR CHROME and such use, consumption or payment, if any, shall be without prejudice to, nor shall it constitute any waiver of, any rights and/or claims SAMANCOR CHROME LIMITED may have in TERMS of this Agreement or in law. Performance and Delivery Time is of the essence with regard to the supply of any goods and/or the rendering of services . Any failure by the Supplier to supply goods and/or complete rendering services by the date due therefor, shall entitle SAMANCOR CHROME to cancel this Agreement and/or to claim damages without prejudice to any other rights SAMANCOR CHROME LIMITED may have in TERMS of this Agreement and/or in law.

9 All of the costs associated with the supply of goods and/or the rendering of the services to SAMANCOR CHROME LIMITED , including, without limitation, labour, plant, machinery and the costs and charges associated with packaging and/or delivery, unless otherwise expressly stated, shall be borne and paid by the Supplier. Strip, Clean and Quote Procedure Where the services to be rendered in TERMS of the Agreement include reconditioning and/or repair work a report detailing external visible damage and/or the presence or absence of components at the time of receipt of equipment to be repaired shall be provided by the Supplier; a detailed report shall be compiled by the Supplier and submitted to SAMANCOR CHROME when the equipment to be repaired is stripped and cleaned indicating the internal condition of the unit and its component parts.

10 All measurements and findings shall be recorded and compared to the original manufacturer s specifications and shall be used to determine whether any part is fit for re-use or is to be repaired; 5 on completion of inspection and identification of machine and parts requirements, a detailed estimate in summary form is to be issued by the Supplier to SAMANCOR CHROME . In the event of the estimated total cost of repair exceeding 60% (sixty percent) of the value of a new unit, SAMANCOR CHROME shall be entitled to terminate the Agreement and the provisions of , with the necessary changes, shall apply; and test results must be submitted with every repair on a duly completed test certificate to SAMANCOR CHROME and signed by a duly authorised representative of the Supplier indicating in the case of pumps working pressure; free flow.