Development of SCM category and sourcing strategies, implementation resourcing and procurement operating model training for TRANSNET (once-off)

This document is the Supplier Integrity Pact between Transnet and bidders. It is a mandatory agreement that forms part of the bid and the final contract, aimed at preventing dishonesty, fraud, and corruption in procurement.

Tip-Off Anonymous hotline: 0800 003 056 (for reporting dishonest, fraudulent or corrupt behaviour by Transnet employees).

Returnable documents: all bidders must read and certify in the RFX Declaration Form that they have acquainted themselves with and agree to the content of the Integrity Pact. The Integrity Pact will be incorporated into the final contract with the successful bidder.

No evaluation criteria are specified in this document. The document is the Supplier Integrity Pact, which is a mandatory agreement rather than an evaluation framework.

This document is the Supplier Integrity Pact, not the technical specification. It sets out integrity and anti-corruption obligations for bidders. No technical scope, quantities, or deliverables are stated here.

No specific experience or qualification requirements are stated in this document. The Integrity Pact defines 'competitor' broadly but does not set experience criteria.

No pricing schedule is provided in this document. The Integrity Pact prohibits under-pricing and requires fair, transparent dealings, but does not specify pricing formats or payment terms.

No pricing or financial requirements are specified in this document. The Integrity Pact prohibits under-pricing and requires fair, transparent dealings, but does not set financial thresholds or payment terms.

Bidders must comply with the Supplier Integrity Pact, which includes:

• Prohibition of bribery, fraud, corruption, collusion, and anti-competitive practices.
• Adherence to Transnet's 'Zero Gifts' policy.
• Upholding the ten principles of the United Nations Global Compact (human rights, labour, environment, anti-corruption).
• Independent bid preparation without consultation with competitors.
• Disclosure of conflicts of interest (family, business, social relationships with Transnet employees).
• Declaration of no previous serious transgressions in the last 5 years.
• If required, furnish a copy of the bidder's code of conduct.
• Foreign bidders must disclose agents/representatives in South Africa; South African bidders must disclose foreign principals.
• No subcontracting to restricted suppliers.
• Misrepresentation of facts or false documents leads to disqualification.

No health and safety requirements are specified in this document.

Bidders must uphold the ten principles of the United Nations Global Compact, including environmental principles: support a precautionary approach to environmental challenges, promote greater environmental responsibility, and encourage development and diffusion of environmentally friendly technologies.

This is a summary of the Integrity Pact: it prohibits bribery, fraud, corruption, collusion, and other dishonest practices. It includes commitments by Transnet to fair treatment and a 'Zero Gifts' policy, obligations of the bidder to avoid corrupt practices, independent bidding requirements, disqualification and restriction procedures, sanctions for violations (including contract cancellation, recovery of payments, and exclusion up to 10 years), conflict of interest disclosure, and dispute resolution provisions. It is governed by South African law and includes a reporting hotline for unethical behaviour.

No evaluation criteria are provided in this document.

Parties and subject matter

• A Master Agreement between Transnet SOC Ltd (registration number 1990/000900/30, registered at 96 Rissik Street, Johannesburg 2001) and the appointed service provider.
• Purpose: development of comprehensive category strategies and sourcing strategies for supply chain management, supply of the resourcing needed to implement those strategies, and training supporting implementation of Transnet's new procurement operating model, as a once-off engagement.
• Services are called off through the Schedule of Requirements (Schedule 1) and Work Orders, each setting out timeframes, deliverables, fees and costs.
• Where a Schedule of Requirements or Work Order conflicts with the Master Agreement, the Master Agreement prevails unless it has been specifically amended in writing by both parties.
• The two parties are not partners, agents or employees of each other and may not bind each other or give undertakings on each other's behalf.
• Business day means Monday to Friday between 07:30 and 16:00, excluding South African public holidays.

Transnet — legal notices

• Group Legal Department

96 Rissik Street

Johannesburg, 2017

• Email: [email protected]

Transnet — commercial notices

• Group Procurement

96 Rissik Street

Johannesburg, 2017

• Attention: Mr Vuledzani Nemukula
• Email: [email protected]

Note: the agreement also requires the appointed service provider to nominate its own addresses for legal and commercial notices, including fax numbers and contact persons, during contracting.

Services procured (once-off)

• Develop comprehensive category strategies and sourcing strategies for Transnet's supply chain management function.
• Supply resourcing capacity to implement those category strategies.
• Deliver training that supports rollout of Transnet's new procurement operating model.

Contracting and delivery structure

• The work is governed by a Master Agreement with Schedule 1 (Scope of Work) and Schedule 2 (Pricing); individual tasks are instructed through Work Orders or Purchase Orders that set timeframes, deliverables, fees and costs.
• A properly executed purchase order forms an inseparable part of the agreement.
• Delivery is measured against a Service Level Agreement covering processes, deliverables, key performance indicators and performance standards.
• Time is of the essence; deadlines move only where Transnet's own act or omission causes the delay.

Working arrangements

• Transnet provides information reasonably required and gives access to its facilities; its compliance is subject to internal security rules and to the service provider's confidentiality obligations.
• The service provider responds promptly to complaints and enquiries, reports any dispute or complaint about storage or delivery immediately, and keeps full transaction records for at least five years.
• A contract risk register is prepared jointly within two weeks of contract signature, and progress meetings are held monthly to review late deliverables, actual against planned cost, performance concerns, unmet requirements and the status of corrective actions.

Personnel

• The service provider warrants that all personnel are entitled to work in South Africa or in any other country where the services are performed.
• Personnel are at all times employees, agents or subcontractors of the service provider; no employment relationship arises with Transnet regardless of the level of supervision Transnet exercises.
• Continuity of the personnel assigned to the services must be maintained through all reasonable endeavours.

Replacement of personnel

• Where reassignment is necessary, or where Transnet advises that assigned personnel are unsatisfactory, absent or expected to be absent, a replacement must be supplied promptly.
• Replacements must be of equivalent calibre and experience.
• Transnet must approve the replacement before that person starts work; approval may not be withheld or delayed unreasonably.

Non-conformance

• Where a non-conformance is raised, the service provider must investigate it and remedy it within the timeframe Transnet determines at its discretion.
• Failure to clear a non-conformance report within the stated period entitles Transnet to impose further conditions.

Service levels

• Performance is measured against a Service Level Agreement setting out processes, deliverables, key performance indicators and performance standards.
• Monthly progress meetings track late deliverables against milestones, actual cost against payment plans, performance issues, unmet contract requirements and the status of corrective actions.

Pricing format

• Fees are set out in the relevant schedule or Work Order; prices must be quoted inclusive and exclusive of VAT and are payable in ZAR.
• Materials are not invoiced unless listed in, and accepted under, a Work Order, in which case they are charged at cost.
• Reasonable expenses are reimbursed only if agreed in advance, incurred under Transnet's travel and expenses policy, passed on at cost with no administration fee and supported by receipts.

Payment

• Payment falls due 30 calendar days after Transnet receives a valid, undisputed tax invoice together with a month-end statement and supporting documentation.
• Interest at Standard Bank of South Africa's prime rate applies to late payment of undisputed amounts.
• Transnet may withhold payment pending investigation where irregular expenditure is identified and the service provider is suspected of involvement or knowledge.
• Ownership of plant, material, machinery and equipment remains with the service provider until Transnet has paid in full.

Price adjustment

• Prices are reviewed as set out in the Schedule of Requirements, with negotiations starting at least two months before any adjustment and taking into account market-related pricing, continuous improvement, cost inputs such as labour, raw materials and transport, order size and frequency, and specification changes.
• Cost records must be kept in a form approved by Transnet and produced for inspection or audit on request.
• If Transnet can buy similar quality services at a lower total delivered cost elsewhere, it may notify the service provider, which then has 30 calendar days to match that cost.

Penalties and financial exposure

• Service level non-compliance penalties apply at the rate stated in the schedule where the delay is not Transnet's fault.
• Failing to meet subcontracting commitments triggers a penalty equal to 100% of the undelivered subcontracting value plus a further 10% of that difference.
• A non-compliance penalty certificate is issued 90 business days before contract expiry and is prima facie proof of the amounts; payment is due within 10 business days of a valid tax invoice, and unpaid amounts may be set off against the next month's account. Penalties exclude VAT, which is for the service provider's account.
• Undeclared subcontracting can attract a penalty of up to 10% of the value of the contract.

Registration and standing

• No award is made to a bidder, or any of its members, directors, partners or trustees, appearing on National Treasury's Register of Tender Defaulters or List of Restricted Service Providers; Transnet may withdraw an award or cancel a concluded contract if a restriction is established later.
• Tax compliance must be maintained for the duration of the agreement, covering income tax, VAT, PAYE and other tax legislation.
• All renewable certifications, including the B-BBEE verification certificate, must remain valid for the whole term; failure to submit renewals when due entitles Transnet to terminate immediately without liability.

B-bbee

• B-BBEE status details and proof must be submitted to Transnet's contract manager at the beginning of March each year.
• Any reduction in B-BBEE status, or a corporate restructure or change of control that affects it negatively, must be reported with full details and the impact.
• Underlying B-BBEE data relied on by the verification agency or auditor must be supplied within 30 calendar days of written notice; failure constitutes a default.

Subcontracting

• Transnet's approval is required before subcontracting or replacing a subcontractor; replacement decisions may involve input from the original subcontractor whose credentials formed part of the bid.
• No more than 25% of contract value may be subcontracted to an enterprise with a lower B-BBEE status level than the service provider, unless that enterprise is an Exempted Micro Enterprise with the capability and ability to perform the work.
• Subcontracting may not reduce overall contract value below the stated minimum threshold.
• The service provider remains fully liable for contractual performance, including work done by subcontractors; Transnet may, at its sole discretion, pay subcontractors directly against an undisputed invoice and written confirmation of satisfactory delivery.

Labour, safety and environment

• Compliance with South African labour and related legislation, including the Occupational Health and Safety Act, is mandatory.
• Services must meet the specifications in Schedule 1 and, where applicable, railway safety requirements under the National Railway Safety Regulator Act; proposed subcontractors are reviewed for their ability to comply with those requirements, and Transnet may audit safety-related activities during the term.
• An environmental management policy must be in place, covering environmentally appropriate procurement, production, packaging, delivery, use and disposal of products and services.

Ethics and conduct

• The Transnet Provider Integrity Pact agreed in response to the RFP must be observed before, during and after the procurement.
• No conflict of interest, no gratuities, gifts or inducements that could be seen as bribery or undue influence, no misleading of Transnet, and immediate reporting of unethical, fraudulent or unlawful conduct.
• Personnel must not be victimised, harassed or discriminated against on grounds of gender, race, disability, age, religious belief, sexual orientation or part-time status.

Occupational health and safety

• The service provider must comply with South African labour and related legislation, including the Occupational Health and Safety Act.
• Personnel must follow all reasonable requirements made known by Transnet at its premises or other work sites, including security regulations, policy standards, codes of practice and health and safety requirements, and must act lawfully and properly at all times.

Railway safety

• Services must comply with the specifications in Schedule 1 and, where applicable, with railway safety requirements and regulations under the National Railway Safety Regulator Act.
• Any proposed subcontractor must first be reviewed for its capability to meet the specified railway safety requirements.
• The service provider and its subcontractors must give Transnet access during the term to review safety-related activities, including coordination of those activities across the organisation.

Site access and conduct

• Transnet may refuse admission to, or remove from, its premises any personnel whose presence it reasonably regards as undesirable, a confidentiality or security threat, or in breach of the rules governing its personnel; removal does not relieve the service provider of its obligations.

Environmental compliance

• Comply with all applicable environmental legislation and regulations and demonstrate sound environmental performance.
• Maintain an environmental management policy that ensures products and services are procured, produced, packaged, delivered, used and ultimately disposed of in an environmentally appropriate manner.

Green economy

• The bid must set out the service provider's position on waste disposal, recycling and energy conservation.

Term

• Commencement date, duration in years and expiry date are recorded in the agreement; the term may be extended at Transnet's option for a further agreed period.

Cancellation and breach

• Either party may cancel without cause on 30 calendar days' written notice, but purchase orders already placed remain governed by the agreement.
• Termination for breach follows the agreement's breach and termination provisions; assignment and cession follow National Treasury instruction note requirements.

Amendment and dispute resolution

• Amendments are valid only if in writing, signed by both parties and added as an addendum, following a formal change notice, change notice response and approval process.
• Disputes are first negotiated between the parties within 10 business days of arising.
• Unresolved disputes are referred to AFSA arbitration held in Johannesburg, with the arbitrator appointed by AFSA; the consent to this process is irrevocable but does not prevent a party from seeking urgent court relief.
• Where a change in law materially affects obligations, the parties negotiate in good faith and may refer the matter to dispute resolution if no agreement is reached.

Notices

• Notices may be hand delivered, faxed or emailed, and are deemed given on delivery, on transmission (fax) or on receipt (email), with confirmation by prepaid registered post.
• Either party may substitute its notice address or fax number by written notice to the other.

General

• Governed exclusively by South African law and subject to the jurisdiction of South African courts.
• The agreement is the whole and only agreement between the parties and replaces earlier agreements on the same subject.
• The agreement may be signed in any number of counterparts, which together form one instrument.
• No award may be made to, and a contract may be cancelled for, a bidder restricted by National Treasury or listed on the Register of Tender Defaulters.
• Confidential information, intellectual property, personal information protection and third party indemnity obligations apply as set out in the agreement.