Supply of a wheel and bearing press-off machine for TRANSNET engineering in durban

{"name":null,"email":null,"phone":null,"department":"ies, know-how, trade secrets and","address":"net SOC Ltd [Transnet] [Registration No. 1990/000900/30]"}

Open to any legal entity capable of supplying the specified machine, provided they can maintain confidentiality, implement appropriate technical and organisational measures for data protection, and are not prohibited from contracting with Transnet.

supply a certificate signed by a director as to its full compliance with the

requirements of clause 3.3.2 above.

4. Announcements

4.1 Neither party will make or permit to be made any announcement or disclosure of its prospective interest

in the Bid without the prior written consent of the other party.

4.2 Neither party shall make use of the other p

No specific requirements found

8.1 The Receiving Party undertakes to comply with South Africa’s general privacy protection in terms Section 14 of the Bill of Rights in connection with this Bid and shall procure that its personnel shall observe the provisions of such Act [as applicable] or any amendments and re-enactments thereof and any regulations made pursuant thereto. 8.2 The Receiving Party warrants that it and its Agents have the appropriate technical and organisational measures in place against unauthorised or unlawful processing of data relating to the Bid and against accidental loss or destruction of, or damage to such data held or processed by them.

2.1 All Confidential Information given by one party to this Agreement [the Disclosing Party] to the other

party [the Receiving Party] will be treated by the Receiving Party as secret and confidential and will

not, without the Disclosing Party’s written consent, directly or indirectly communicate or disclose

[whether in writing or orally or in any other manner] Confidential Information to any other person other

than in accordance with the terms of this Agreement.

2.2 The Receiving Party will only use the Confidential Information for the sole purpose of technical and

commercial discussions between the parties in relation to the Bid or for the subsequent performance of

any contract between the parties in relation to the Bid.

2.3 Notwithstanding clause 2.1 above, the Receiving Party may disclose Confidential Information:

2.3.1 to those of its Agents who strictly need to know the Confidential Information for the sole purpose

set out in clause 2.2 above, provided that the Receiving Party shall ensure that such Agents are

made aware prior to the disclosure of any part of the Confidential Information that the same is

confidential and that they owe a duty of confidence to the Disclosing Party. The Receiving Party

shall at all times remain liable for any actions of such Agents that would constitute a breach of this

Agreement; or

2.3.2 to the extent required by law or the rules of any applicable regulatory authority, subject to clause

2.4 below.

2.4 In the event that the Receiving Party is required to disclose any Confidential Information in accordance

with clause 2.3.2 above, it shall promptly notify the Disclosing Party and cooperate with the Disclosing

2.5 In the event that any Confidential Information shall be copied, disclosed or used otherwise than as

permitted under this Agreement then, upon becoming aware of the same, without prejudice to any

rights or remedies of the Disclosing Party, the Receiving Party shall as soon as practicable notify the

Disclosing Party of such event and if requested take such steps [including the institution of legal

proceedings] as shall be necessary to remedy [if capable of remedy] the default and/or to prevent

further unauthorised copying, disclosure or use.

2.6 All Confidential Information shall remain the property of the Disclosing Party and its disclosure shall not

confer on the Receiving Party any rights, including intellectual property rights over the Confidential

other remedies available to it, either at law or in equity, for any such threatened or actual breach of this

1.1 Agents mean directors, officers, employees, agents, professional advisers, contractors or sub-contractors, or any Group member; 1.2 Bid or Bid Document means Transnet’s Request for Information [RFI] Request for Proposal [RFP] or Request for Quotation [RFQ], as the case may be; 1.3 Confidential Information means any information or other data relating to one party [the Disclosing Party] and/or the business carried on or proposed or intended to be carried on by that party and which is made available for the purposes of the Bid to the other party [the Receiving Party] or its Agents by the Disclosing Party or its Agents or recorded in agreed minutes following oral disclosure and any other information otherwise made available by the Disclosing Party or its Agents to the Receiving Party or its Agents, whether before, on or after the date of this Agreement, and whether in writing or otherwise, including any information, analysis or specifications derived from, containing or reflecting such information but excluding information which: 1.3.1 is publicly available at the time of its disclosure or becomes publicly available [other than as a result of disclosure by the Receiving Party or any of its Agents contrary to the terms of this Agreement]; or 1.3.2 was lawfully in the possession of the Receiving Party or its Agents [as can be demonstrated by its written records or other reasonable evidence] free of any restriction as to its use or disclosure prior to its being so disclosed; or 1.3.3 following such disclosure, becomes available to the Receiving Party or its Agents [as can be demonstrated by its written records or other reasonable evidence] from a source other than the Disclosing Party or its Agents, which source is not bound by any duty of confidentiality owed, directly or indirectly, to the Disclosing Party in relation to such information;

{"closingDate":"19 August 2026","closingTime":"12H00","briefingSession":"{"date":"05 August 2026","time":"10H00","venue":"10H00 for a period of ± 1 hour. [Respondents to provide own transportation and","is_compulsory":true}"}

{"name":"______________________________________________","email":"[email protected]","phone":"011 012 2711","department":null,"address":"TACT PERSON : ______________________________________________"}

Returnable Documents: SECTION 3 EVALUATION METHODOLOGY, CRITERIA AND RETURNABLE DOCUMENTS 1.2 STEP TWO: Minimum Threshold 85 points for Technical Criteria The test for the Technical and Functional threshold will include the following: Technical Evaluation Criteria Points Scoring guideline Weightings Compliance to Transnet Engineering Specification 25 Full compliance by indicating Yes for all, DOC.NO.: PD_PDWL_NAT_URS_0075 requirements on the checklist of Appendix B of the specification Submit Annexure B ( -14 of the Specification = 25 Points Document) fully completed and Indicating Yes on Full Compliance (FC) for all the requirements Non-Submission of Annexure B of the Specification or Indicating No on 'Comply’ = 0 Points Company Previous Experience: Previous 25 The scoring for the company's previous experience experience criteria will be based on the reference list (Annexure A) as stipulated in in Supply, Installation and Commissioning of the Wheel the Evidence section and the points will be and Bearing Press-Off Machine in the past 10 years, this allocated as below: must be submitted in the form of a reference list Important Notice on References: It is the sole

• 3 and above Projects/References responsibility of the Bidder to ensure that all contact Listed = 25 Points information provided in the experience template is, 2 Projects / References Listed current, valid, and accurate. The evaluation team will = 15 Points conduct a maximum of three (3) attempts to contact a, 1 Projects / References Listed listed referee. Non-responsiveness by the referral or = 10 Points unreachable contact details will result in the bidder, 0 References / Project Listed receiving zero (0) marks for that specific reference. = 0 Points Reference List: The reference list must be completed in the format as presented under Annexure A of the technical evaluation criteria, failure to submit as per Annexure A format will results in Zero points allocation Description of the proposed Wheel Assembly Press 25 Submitting a complete description of the proposed Wheel and Bearing Press-Off Submission of a description of the proposed Wheel and Machine, the bidder will be awarded Bearing Press-Off Machine = 25 points Submit all Manufacturer's (OEM) specification brochures Non–Submission of description of the or an Engineering Drawing of the proposed Wheel and proposed Wheel and Bearing Press-Off Bearing Press-Off Machine. Only the evidence confirming Machine the bidder will be awarded that the proposed machine meets all the specified = 0 Points technical requirements on the specification document will be accepted _________________________ ____________________________ Respondent’s Signature Date & Company Stamp Transnet Request for Quotation No. TE/2026/07/2953/8894/RFQ of 29 Technical Evaluation Criteria Points Scoring guideline Weightings Delivery Lead Time: 25 Full delivery within 8 weeks = 25 Points Delivery lead Time from the issuing of the Purchaser Order to Project hand over to Operations Delivery lead Full delivery between 9 to 16 weeks time must be presented in the form of the detailed = 15 Points Project Plan clearly indicating activity descriptions, durations, milestones, start dates, finish dates, Full delivery more than 16 weeks sequencing of activities, and overall project duration = 0 Points The Delivery lead time must be presented in the form of the Schedule Plan format, Gantt Chart Schedule format, or Project Schedule Table and must include milestones, durations, clear start and finish timelines for each activity, as well as the overall project duration. The submitted evidence must cover all the overall project delivery lead time for the supply, installation, and commissioning of Wheel and Bearing Press-Off Machine Total Weighting: 100 Minimum qualifying score required: 85 Respondents are to note that Transnet will round off final technical scores to the nearest 2 (two) decimal places for the purposes of determining whether the technical threshold has been met. Theminimumthresholdfortechnical/functionality[StepTWO]mustbemetorexceededfora Respondent’sProposaltoprogresstoStepFourforfinalevaluation _________________________ ____________________________ Respondent’s Signature Date & Company Stamp Transnet Request for Quotation No. TE/2026/07/2953/8894/RFQ of 29 1.3 STEP THREE: Evaluation and Final Weighted Scoring, Price and TCO Criteria [Weighted score 80 points]: Evaluation Criteria RFP Reference, Commercial offer Section4, Commercial discounts1 Section4, Price adjustment conditions / factors, Disbursements Transnet will utilise the following formula in its evaluation of Price:  Pt − P min  Ps = 80 1 − P min  Where: Ps = Score for the Bid under consideration Pt = Price of Bid under consideration Pmin= Price of lowest acceptable Bid, Specific Goals [Weighted score 20 point], Specific goals preference points claim form, Preference points will be awarded to a bidder for attaining the specific goals requirements in accordance with the table indicated in Section 4.1 of the specific goals Claim Form. 1.4 STEP FOUR: Price Negotiations, Respondents are to note that Transnet may not award a contract if the price offered is not market-related. In this regard, Transnet reserves the right to engage in PTN with the view to achieving a market-related price or to cancel the tender. Negotiations will be done in a sequential manner i.e.: o first negotiate with the highest ranked bidder or cancel the bid, should such negotiations fail, o negotiate with the 2nd and 3rd ranked bidders (if required) in a sequential manner., In the event of any Respondent being notified of such short-listed/preferred bidder status, his/her bid, as well as any subsequent negotiated best and final offers (BAFO), will automatically be deemed to remain valid during the negotiation period and until the ultimate award of business., Should Transnet conduct post tender negotiations, Respondents will be requested to provide their best and final offers to Transnet based on such negotiations. Where a market related price has been achieved through negotiation, the contract will be awarded to the successful Respondent(s). 1.5 STEP FIVE: Award of business and conclusion of contract, Immediately after approval to award the contract has been received, the successful or preferred bidder(s) will be informed of the acceptance of his/their Quotation by way of a Letter of Award. Thereafter the final contract will be concluded with the successful Respondent(s), where applicable. 1 Only unconditional discounts will be taken into account during evaluation. A discount which has been offered conditionally will, despite not being taken into account for evaluation purposes, be implemented when payment is effected _________________________ ____________________________ Respondent’s Signature Date & Company Stamp Transnet Request for Quotation No. TE/2026/07/2953/8894/RFQ of 29, Alternatively, the acceptance of a letter of award by the Successful Respondent will constitute the final contract read together with their RFQ response and the Standard Terms and Conditions. This will be stated in the letter of award. 2 Validity Period Transnet requires a validity period of 60 [thirty] Business Days from the closing date of this RFQ, excluding the first day and including the last day. Bidders are to note that they may be requested to extend the validity period of their bid, on the same terms and conditions, if the internal evaluation process has not been finalised within the validity period. However, once the adjudication body has approved the process and award of the business to the successful bidder(s), the validity of the successful bidder(s)’ bid will be deemed to remain valid until a final contract has been concluded. 3 Disclosure of contract information Prices Quoted Respondents are to note that, on award of business, Transnet is required to publish the outcome of the RFQ and information of the successful Respondents interaliaon the National Treasury e-Tender Publication Portal, (www.etenders.gov.za), as required per National Treasury Instruction Note /2023. Johannesburg Stock Exchange Debt Listing Requirements Transnet may also be required to disclose information relating to the subsequent contract i.e. the name of the company, goods/services provided by the company, the value and duration of the contract, etc. in compliance with the Johannesburg Stock Exchange (JSE) Debt Listing Requirements. Domestic Prominent Influential Persons (DPIP) OR Foreign Prominent Public Officials (FPPO) Transnet is free to procure the services of any person within or outside the Republic of South Africa in accordance with applicable legislation. Transnet shall not conduct or conclude business transactions, with any Respondents without having, Considered relevant governance protocols;, Determined the DPIP or FPPO status of that counterparty; and, Conducted a risk assessment and due diligence to assess the potential risks that may be posed by the business relationship. _________________________ ____________________________ Respondent’s Signature Date & Company Stamp Transnet Request for Quotation No. TE/2026/07/2953/8894/RFQ of 29 As per the Transnet Domestic Prominent Influential Persons (DPIP) and Foreign Prominent Public Officials (FPPO) and Related Individuals Policy available on Transnet website https://www.transnet.net/search/pages/results.aspx?k=FPIDP#k=DPIP, Respondents are required to disclose any commercial relationship with a DPIP or FPPO (as defined in the Policy) by completing the following section: The below form contains personal information as defined in the Protection of Personal Information Act, 2013 (the “Act”). By completing the form, the signatory consents to the processing of her/his personal information in accordance with the requirements of the Act. Consent cannot unreasonably be withheld. Is the Respondent (Completewitha“Yes”or“No”) A DPIP/FPPO Closely Related Closely to a DPIP/FPPO Associated to a DPIP/FPPO List all known business interests, in which a DPIP/FPPO may have a direct/indirect interest or significant participation or involvement. No Name of Role in the Shareholding Registration Status Entity / Entity / % Number (Mark the applicable Business Business option with an X) (Nature of Active Non-Active interest/ Participation) Respondents declaring a commercial relationship with a DPIP or FPPO are to note that Transnet is required to annually publish on its website a list of all business contracts entered into with DPIP or FPPO. This list will include successful Respondents, if applicable. Returnable Documents means all the documents, Sections and Annexures, as listed in the tables below. There are three types of returnable documents as indicated below and Respondents are urged to ensure that these documents are returned with their bids based on the consequences of non-submission as indicated below: Mandatory Failure to provide all these Mandatory Returnable Documents at the Returnable Closing Date and time of this RFQ will result in a Respondent’s Documents disqualification. Returnable FailuretoprovideallReturnableDocumentsusedforpurposesofscoring Documents Used for a bid, by the closing date and time of this bid will not result in a Scoring Respondent’sdisqualification.However,Bidderswillreceiveanautomatic scoreofzerofortheapplicableevaluationcriterion. Essential Returnable FailuretoprovideessentialReturnableDocumentsmayresultinTransnet Documents affordingRespondentsafurtheropportunitytosubmitbyasetdeadline, where applicable. Should a Respondent thereafter fail to submit the requesteddocuments,thismayresultinaRespondent’sdisqualification. All Returnable Sections, as indicated in the header and footer of the relevant pages, must be signed, stamped and dated by the Respondent. _________________________ ____________________________ Respondent’s Signature Date & Company Stamp Transnet Request for Quotation No. TE/2026/07/2953/8894/RFQ of 29, Mandatory Returnable Documents Respondents are required to submit with their bid submissions the following Mandatory Returnable Documents, and also to confirm submission of these documents by indicating [Yes or No] in the tables below: Submitted Mandatory Returnable Documents [Yes or No] SECTION 4 : Quotation Form, Returnable Documents Used for Scoring In addition to the requirements of section (a) above, Respondents are further required to submit with their Proposals the following Returnable Documents Used for Scoring and also to confirm submission of these documents by indicating [Yes or No] in the table below: SUBMITTED RETURNABLE DOCUMENTS USED FOR SCORING [Yes or No] Valid proof of Respondent’s compliance to Specific Goal requirements stipulated in Section 6 of this RFQ Compliance to Transnet Engineering Specification Company Previous Experience Description of the proposed Wheel Assembly Press Delivery Lead Time, Essential Returnable Documents: Respondents are further required to submit the following Essential Returnable Documents with their RFQ and to confirm submission of these documents by indicating [Yes or No] in the table below: ESSENTIAL RETURNABLE DOCUMENTS & SCHEDULES SUBMITTED [Yes or No] SECTION 1: SBD1 Form SECTION 5: RFQ Declaration, Certificate of Acquaintance & Breach of Law Form SECTION 6: Specific Goals Points Claim Form SECTION 7: Protection of Personal Information 5 CONTINUED VALIDITY OF RETURNABLE DOCUMENTS The successful Respondent will be required to ensure the validity of all returnable documents for the duration of any contract emanating from this RFQ. Should the Respondent be awarded the contract [the Agreement] and fail to present Transnet with such renewals as and when they become due, Transnet shall be entitled, in addition to any other rights and remedies that it may have in terms of the eventual Agreement, to terminate such Agreement immediately without any liability and without prejudice to any claims which Transnet may have for damages against the Respondent. _________________________ ____________________________ Respondent’s Signature Date & Company Stamp Transnet Request for Quotation No. TE/2026/07/2953/8894/RFQ of 29 SECTION 4 QUOTATION FORM I/We_________________________________________________________________________________ hereby offer to supply the goods/services at the prices quoted in the Price Schedule below, in accordance with the conditions related thereto. I/We agree to be bound by those terms and conditions in, the Standard RFQ Terms and Conditions for the Supply of Goods or Services to Transnet; and, any other standard or special conditions embodied in this Request for Quotation. I/We accept that unless Transnet should otherwise decide and so inform me/us, this Quotation [and, if any, its covering letter and any subsequent exchange of correspondence], together with Transnet’s acceptance thereof shall constitute a binding contract between Transnet and me/us. I/We further agree that if, after I/we have been notified of the acceptance of my/our Quotation, I/we fail to deliver the said goods/service/s within the delivery lead-time quoted, Transnet may, without prejudice to any other legal remedy which it may have, cancel the order and recover from me/us any expenses incurred by Transnet in calling for Quotations afresh and/or having to accept any less favourable offer., All Prices must be quoted in South African Rand, inclusive of VAT, Any disbursement not specifically priced for will not be considered/accepted by Transnet., To facilitate like-for-like comparison bidders must submit pricing strictly in accordance with this price schedule and not utilise a different format. Deviation from this pricing schedule could result in a bid being disqualified., Please note that should you have offered a discounted price(s), Transnet will only consider such price discount(s) in the final evaluation stage if offered on an unconditional basis.

overall Transnet digitalization strategy where suppliers can view advertised tenders, register their information, log their intent

to respond to bids and upload their bid proposals/responses on to the system.

The Transnet Digital Procurement System (TDPS) Supplier Submission Portal can be accessed as follows:

a) Log on to the Transnet eSupplier website/Portal (https://esupplierportal.transnet.net/portal/)

b) Click on “SIGN IN/REGISTER –to register new bidder information and ensure that all (must fill in all mandatory

information is completed) OR;

▪ - to sign in if already registered;

c) Click on “ADVERTISED TENDERS” to view advertised tenders;

d) Toggle (click to switch) the “Log an Intent” button in order to be able to activate the submission of a bid;

e) Respondents are to submit bid documents by uploading them onto the system against each tender selected. A Bidder

can upload 30mb per upload and multiple uploads are permitted.

f) Bidders to note that all pricing must be completed in the eSupplier portal, electronic pricing. No paper

pricing schedule should be accepted.

g) Bidders should ensure that electronic bid submissions are submitted at least a day before the closing date and

bidders should not wait for the last hour before the deadline to submit. This is to enable them to timeously address

issues which they may encounter due to internet speed, bandwidth or the size of the number of uploads being

submitted. Transnet will not be held liable for any challenges experienced by bidders as a result of their own technical

challenges.

h) No late submissions will be accepted.

i) Each company must register its own profile using its company details and use the corresponding registered profile to

log an intent to bid as well as submitting any bid.

j) Transnet will not accept a bid or will disqualify a bidder who submits a bid in the Transnet e-tender submission

through another bidders’/Company’s profile. In other words, each bidder must register the intent to bid and submit its

bid through its own profile under the same company name that will eventually bid for the tender. No company shall

submit a bid on behalf of another company regardless of the company being a subsidiary or holding company.

k) In case of a Joint Venture, any of the parties/companies to the Joint Venture may use its registered profile to submit

a bid on behalf of the Joint Venture.

L) A detailed bidder guide can be found on the Transnet Portal transnetetenders.azurewebsites.net

responsiveness FUNCTIONALITY

THRESHOLD/S Price (80) Price Award of

negotiation, if business

Returnable documents/ applicable. (eg and Functionality/ technical

schedules/ Pre-qualifications Specific Market Related conclusion 85 points

goals (20) Price of contract Minimum Threshold

negotiation or

Specification or Indicating No on 'Comply’

= 0 Points

Company Previous Experience: Previous 25 The scoring for the company's previous

experience experience criteria will be based on the

reference list (Annexure A) as stipulated in

in Supply, Installation and Commissioning of the Wheel

the Evidence section and the points will be

and Bearing Press-Off Machine in the past 10 years, this

allocated as below:

must be submitted in the form of a reference list

Important Notice on References: It is the sole

• 3 and above Projects/References

responsibility of the Bidder to ensure that all contact Listed = 25 Points

information provided in the experience template is

• 2 Projects / References Listed

current, valid, and accurate. The evaluation team will

= 15 Points

conduct a maximum of three (3) attempts to contact a

• 1 Projects / References Listed

listed referee. Non-responsiveness by the referral or

= 10 Points

unreachable contact details will result in the bidder

• 0 References / Project Listed receiving zero (0) marks for that specific reference.

= 0 Points

Reference List: The reference list must be completed in

the format as presented under Annexure A of the

technical evaluation criteria, failure to submit as per

Bidders to note that all pricing must be completed in the eSupplier portal, electronic pricing. No

paper pricing schedule shall be accepted.

I/We Acknowledge that an electronic pricing schedule for goods and/or services will be completed in the

Transnet eSupplier portal in line with the scope of work requirements.

Delivery Lead-Time from date of purchase order: ____________________ [days/weeks]

Notes to Pricing:

a) Respondents are to note that if the price offered by the highest scoring bidder is not market-related,

Transnet may not award the contract to that Respondent. Transnet may-

(i) negotiate a market-related price with the Respondent scoring the highest points or cancel the RFQ;

(ii) if that Respondent does not agree to a market-related price, negotiate a market-related price with

the Respondent scoring the second highest points or cancel the RFQ;

(iii) if the Respondent scoring the second highest points does not agree to a market-related price,

negotiate a market-related price with the Respondent scoring the third highest points or cancel the

RFQ.

If a market-related price is not agreed with the Respondent scoring the third highest points, Transnet

must cancel the RFQ.

Respondent’s Signature Date & Company Stamp

Transnet Request for Quotation No. TE/2026/07/2953/8894/RFQ of 29

I/We_________________________________________________________________________________

hereby offer to supply the goods/services at the prices quoted in the Price Schedule below, in accordance with

the conditions related thereto.

• the Standard RFQ Terms and Conditions for the Supply of Goods or Services to Transnet; and

• any other standard or special conditions embodied in this Request for Quotation.

I/We accept that unless Transnet should otherwise decide and so inform me/us, this Quotation [and, if any,

its covering letter and any subsequent exchange of correspondence], together with Transnet’s acceptance

thereof shall constitute a binding contract between Transnet and me/us. I/We further agree that if, after I/we

have been notified of the acceptance of my/our Quotation, I/we fail to deliver the said goods/service/s within

the delivery lead-time quoted, Transnet may, without prejudice to any other legal remedy which it may have,

cancel the order and recover from me/us any expenses incurred by Transnet in calling for Quotations afresh

and/or having to accept any less favourable offer.

Price Schedule

paper pricing schedule shall be accepted.

must cancel the RFQ.

Respondent’s Signature Date & Company Stamp

Transnet Request for Quotation No. TE/2026/07/2953/8894/RFQ of 29

Returnable Document

b) All Prices must be quoted in South African Rand, inclusive of VAT

c) Any disbursement not specifically priced for will not be considered/accepted by Transnet.

d) To facilitate like-for-like comparison bidders must submit pricing strictly in accordance with this price

schedule and not utilise a different format. Deviation from this pricing schedule could result in a bid

being disqualified.

e) Please note that should you have offered a discounted price(s), Transnet will only consider such price

discount(s) in the final evaluation stage if offered on an unconditional basis.

f) In respect of incoterms conditions, if applicable, please refer to the General Bid Conditions which is

attached to the RFQ as Annexure D

Respondent’s Signature Date & Company Stamp

Transnet Request for Quotation No. TE/2026/07/2953/8894/RFQ of 29

Returnable Document

Section 5

information relevant to the Supply of the Goods as well as Transnet information and Employees, and have had

sufficient time in which to conduct and perform a thorough due diligence of Transnet’s operations and business

requirements and assets used by Transnet. Transnet will therefore not consider or permit any pre- or post-

contract verification or any related adjustment to pricing, service levels or any other provisions/conditions

based on any incorrect assumptions made by the Respondent in arriving at his Bid Price.

Respondent’s Signature Date & Company Stamp

Transnet Request for Quotation No. TE/2026/07/2953/8894/RFQ of 29

Returnable Document

Step 1 Step 2 Step 3 Step 4 Step 5 Administrative & Substantive responsiveness FUNCTIONALITY THRESHOLD/S Price (80) Price Award of negotiation, if business Returnable documents/ applicable. (eg and Functionality/ technical schedules/ Pre-qualifications Specific Market Related conclusion 85 points goals (20) Price of contract Minimum Threshold negotiation or Best And Final Offer negotiation) 1.1 STEP ONE: Test for Administrative and Substantive Responsiveness The test for administrative and Substantive responsiveness will include the following: Administrative & Substantive responsiveness check RFQ Reference

Whether the Bid has been lodged on time

Whether all Returnable Documents and/or schedules [where applicable] were Section3 completed and returned by the closing date and time

Verify the validity of all returnable documents Section3

Verify if the Bid document has been duly signed by the authorised respondent Allsections

Whether any general and legislation qualification criteria set by Transnet, have Allsections been met

Whether the Bid contains a priced offer Section4- QuotationForm

Whether the Bid materially complies with the scope and/or specification given AllSections Thetestforresponsiveness[StepOne]mustbepassedforaRespondent’sProposalto progresstoStepTwoforfurtherpre-qualification _________________________ ____________________________ Respondent’s Signature Date & Company Stamp Transnet Request for Quotation No. TE/2026/07/2953/8894/RFQ of 29

B-BBEE Minimum Level: 1

Points Allocation: 20 points

B-BBEE Details: SUCCESSFUL RESPONDENTS BE IN ORDER, OR THAT

Satisfactory arrangements have been made with south african revenue service (SARS) to meet the

Respondents tax obligations.

Tcs pin or csd NO:

Supplier compliance

STATUS Yes

Bbeee status level

SWORN AFFIDAVIT No

Yes, Who was the

Certificate issued by

An accounting an accounting officer as contemplated in the close corporation

Officer as act (cca)

Contemplated in the a verification agency accredited by the south african

Close corporation accreditation system (sanas)

Act (cca) and name a registered auditor

The applicable in the name:

Tick box

[A b-bbee status level verification certificate/ sworn affidavit must be submitted for

Purposes of compliance with the b-bbee act]

1 are you the

Accredited

Representative in 2 are you a foreign based

SOUTH AFRICA FOR THE SUPPLIER FOR THE GOODS Yes No

GOODS /SERVICES Yes No /SERVICES /WORKS OFFERED?

/Works offered? [If yes, answer

[If yes enclose proof] questionaire below ]

Signature of the Bidder ................................. Date: .................................

Questionnaire to bidding foreign suppliers

Is the bidder a resident of the republic of south africa (RSA)? yes NO

Does the bidder have a branch in the RSA? yes NO

Does the bidder have a permanent establishment in the RSA? yes NO

Does the bidder have any source of income in the RSA? yes NO

If the answer is “NO” to all of the above, then IT is not a requirement to register for a tax compliance

Status system pin code from the south african revenue service (SARS) and if not register as per 1.3

Below.

Transnet Request for Proposal No. TE/2026/07/2953/8894/RFQ of 29

Part b

Terms and conditions for bidding

1. Tax compliance requirements

1.1 Bidders must ensure compliance with their tax obligations.

1.2 Bidders a

8.1 Respondents are hereby advised that Transnet is not committed to any course of action as a result of its

issuance of this RFQ and/or its receipt of a Quotation in response to it. Please note that Transnet reserves

the right to:

• modify the RFQ’s goods / service(s);
• award only a portion of the proposed goods / services which are reflected in the scope of this RFQ;
• split the award of the order/s between more than one Supplier/Service Provider as may be explicitly

articulated in the conditions or objective criteria to this RFQ;

• cancel the quotation process;

• validate any information submitted by Respondents in response to this bid. This would include, but is

not limited to, requesting the Respondents to provide supporting evidence. By submitting a bid,

Respondents hereby irrevocably grant the necessary consent to Transnet to do so;

• request audited financial statements or other documentation for the purposes of a due diligence

exercise;

• not accept any changes or purported changes by the Respondent to the bid rates after the closing

date and/or after the award of the business, unless the contract specifically provides for it;

• to cancel the contract and/request that National Treasury place the Respondent on its Database of

Restricted Suppliers for a period not exceeding 10 years, on the basis that a contract was awarded on

the strength of incorrect information furnished by the Respondent or on any other basis recognised in

law;

• award the business to the next ranked bidder, provided that he/she is still prepared to provide the

required Goods/Services at the quoted price, should the preferred bidder fail to sign or commence with

the contract within a reasonable period after being requested to do so. Under such circumstances, the

validity of the bids of the next ranked bidder(s) will be deemed to remain valid, irrespective of whether

the next ranked bidder(s) were notified of their bid being unsuccessful. Bidders may therefore be

requested to advise whether they would still be prepared to provide the required Goods/Services at

their quoted price.

• Should a bidder fail to respond to a request for extension of the validity period before it expires, that

bidder will be excluded from tender process.

• Request a bidder to furnish further information relating to its Environmental, Social and Governance

(ESG) standing at any stage of the procurement or contracting process. This information may not be

used for purposes of evaluation and/or disqualify bidder but may be use for purpose of record and

analysis of ESG compliance.

Transnet Request for Proposal No. TE/2026/07/2953/8894/RFQ of 29

• Where sub-contracting is applied in the RFQ, conduct due diligence assessments on the sub-

contractor(s) and this may entail requesting the bidder to provide further information relating to the

sub-contractor(s) or directly requesting the information from the sub-contractor(s) as well as

conducting any necessary investigations on the sub-contractor(s) to detect issues of “FRONTING”.

Compliance to Transnet Engineering Specification 25 Full compliance by indicating Yes for all

• DOC.NO.: PD_PDWL_NAT_URS_0075 requirements on the checklist of Appendix

▪ Considered relevant governance protocols;

▪ Determined the DPIP or FPPO status of that counterparty; and

▪ Conducted a risk assessment and due diligence to assess the potential risks that may be posed by the

business relationship.

Respondent’s Signature Date & Company Stamp

Transnet Request for Quotation No. TE/2026/07/2953/8894/RFQ of 29

Returnable Document

As per the Transnet Domestic Prominent Influential Persons (DPIP) and Foreign Prominent Public Officials

(FPPO) and Related Individuals Policy available on Transnet website

https://www.transnet.net/search/pages/results.aspx?k=FPIDP#k=DPIP, Respondents are required to disclose

any commercial relationship with a DPIP or FPPO (as defined in the Policy) by completing the following

section:

respond, before submitting the bid. The Bidder agrees that he/she will have no claim or cause of action based on an

allegation that any aspect of this RFQ was unclear but in respect of which he/she failed to obtain clarity.

I CERTIFY THAT THE INFORMATION FURNISHED IN PARAGRAPHS 12, 13 and 14 ABOVE IS CORRECT.

I accept that the state may reject the bid or act against me in terms of paragraph 6 of PFMA SCM

Instruction /22 on preventing and combating abuse in the supply chain management

8.1 Name of company/firm:........................................................................................

8.2 VAT registration number:.....................................................................................

8.3 Company registration number:..............................................................................

8.4 Type of company/ firm

 Partnership/Joint Venture / Consortium

 One person business/sole propriety

 Close corporation

 Company

 (Pty) Limited

[Tick applicable box]

8.5 Describe principal business activities

...........................................................................................................................................................................

...........................................................................................................................................................

8.6 Company classification

 Manufacturer

 Supplier

 Professional service provider

 Other service providers, e.g. transporter, etc.

[Tickapplicablebox]

8.7 Total number of years the company/firm has been in business:.................................

8.8 I/we, the undersigned, who is / are duly authorised to do so on behalf of the company/firm, certify that

the points claimed, based on the B-BBEE status level of contribution of the foregoing certificate, qualifies

the company/ firm for the preference(s) shown and I / we acknowledge that:

i) The information furnished is true and correct;

ii) The preference points claimed are in accordance with the General Conditions as indicated in

paragraph 1 of this form;

iii) In the event of a contract being awarded as a result of points claimed as shown in paragraph 4.1 and

6.1, the contractor may be required to furnish documentary proof to the satisfaction of the purchaser

that the claims are correct;

Respondent’s Signature Date & Company Stamp

Transnet Request for Quotation No. TE/2026/07/2953/8894/RFQ of 29

Returnable Document

iv) If the B-BBEE status level of contributor has been claimed or obtained on a fraudulent basis or any of

the conditions of contract have not been fulfilled, the purchaser may, in addition to any other remedy

it may have-

(a) disqualify the person from the bidding process;

(b) recover costs, losses or damages it has incurred or suffered as a result of that

person’s conduct;

(c) cancel the contract and claim any damages which it has suffered as a result of

having to make less favourable arrangements due to such cancellation;

(d) if the successful bidder subcontracted a portion of the bid to another person

without disclosing it, Transnet reserves the right to penalise the bidder up to 10

percent of the value of the contract;

(e) recommend that the bidder or contractor, its shareholders and directors, or only

the shareholders and directors who acted on a fraudulent basis, be restricted by

the National Treasury from obtaining business from any organ of state for a period

not exceeding 10 years, after the audi alteram partem (hear the other side) rule

has been applied; and

(f) forward the matter for criminal prosecution.

limited to, risk assessment, assurances, contract award, contract management, auditing, legal

opinions/litigations, investigations (if applicable), document storage for the legislatively required period,

destruction, de-identification and publishing of personal information by Transnet and/or its authorised appointed

third parties.

[Yes or No]

SECTION 1: SBD1 Form

SECTION 5: RFQ Declaration, Certificate of Acquaintance & Breach of Law Form

SECTION 6: Specific Goals Points Claim Form

SECTION 7: Protection of Personal Information

of any contract emanating from this RFQ. Should the Respondent be awarded the contract [the Agreement]

and fail to present Transnet with such renewals as and when they become due, Transnet shall be entitled, in

addition to any other rights and remedies that it may have in terms of the eventual Agreement, to terminate

such Agreement immediately without any liability and without prejudice to any claims which Transnet may

have for damages against the Respondent.

Respondent’s Signature Date & Company Stamp

Transnet Request for Quotation No. TE/2026/07/2953/8894/RFQ of 29

Returnable Document

Section 4

We further hereby certify that I/we have/have not been [delete as applicable] found guilty during the

preceding 5 [five] years of a serious breach of law, including but not limited to a breach of the Competition Act,

, by a court of law, tribunal or other administrative body. The type of breach that the Respondent is

required to disclose excludes relatively minor offences or misdemeanours, e.g. traffic offences. This includes the

imposition of an administrative fine or penalty.

Date of breach: _____________________________

bidding process, should that person or entity have been found guilty of a serious breach of law, tribunal or

regulatory obligation.

SIGNED at ___________________________ on this _____ day of ______________________ 20___

(a) “all applicable taxes” includes value-added tax, pay as you earn, income tax, unemployment

insurance fund contributions and skills development levies;

(b) “B-BBEE” means broad-based black economic empowerment as defined in section 1 of the Broad-

Based Black Economic Empowerment Act;

(c) “B-BBEE status level of contributor” means the B-BBEE status received by a measured entity based

on its overall performance using the relevant scorecard contained in the Codes of Good Practice on

Black Economic Empowerment, issued in terms of section 9(1) of the Broad-Based Black Economic

Empowerment Act;

(d) “bid” means a written offer in a prescribed or stipulated form in response to an invitation by an organ

of state for the supply/provision of services, works or goods, through price quotations, advertised

competitive bidding processes or proposals;

(e) “Broad-Based Black Economic Empowerment Act” means the Broad-Based Black Economic

Empowerment Act, 2003 (Act No. );

(f) “EME” means an Exempted Micro Enterprise as defines by Codes of Good Practice under section 9 (1)

of the Broad-Based Black Economic Empowerment Act, 2003 (Act No. );

(g) “functionality” means the ability of a bidder to provide goods or services in accordance with

specification as set out in the bid documents;

(h) “Price” includes all applicable taxes less all unconditional discounts.

(i) “Proof of B-BBEE Status Level of Contributor” means:

1. B-BBBEE status level certificate issued by an unauthorised body or person;

2. A sworn affidavit as prescribed by the B-BBEE Codes of Good Practice;

3. Any other requirement prescribed in terms of the B-BBEE Act.

(j) “QSE” means a Qualifying Small Enterprise in terms of a Codes of Good Practice under section 9 (1) of

the Broad-Based Black Economic Empowerment Act, 2003 ( Act No. );

(k) “rand value” means the total estimated value of a contract in South African currency, calculated at

the time of bid invitations, and includes all applicable taxes and excise duties.

(l) “Specific goals” means targeted advancement areas or categories of persons or groups either

previously disadvantaged or falling within the scope of the Reconstruction and Development

12. Further, the Respondent declares that they have obtained all consents pertaining to other data subject’s

personal information included in its submission and thereby indemnifying Transnet against any civil or criminal

action, administrative fines or other penalty or loss that may arise as a result of the processing of any personal

information that the Respondent submitted.

• Ability to supply, install and commission a wheel and bearing press‑off machine meeting Transnet’s technical specification.
• Proven experience (minimum three relevant projects in the last 10 years).
• Completion of all mandatory annexures (Annexure B and Annexure A).
• Ability to meet the delivery timeline (≤8 weeks for full points).
• Must be a legally registered entity capable of entering into a contract with Transnet SOC Ltd.

of the proposed Wheel Assembly Press Submit all Manufacturer's (OEM) specification brochures or an Engineering Drawing of

the proposed Wheel and Bearing Press-Off Machine. Only the evidence confirming

Submission of a description of the proposed Wheel and Bearing Press-Off Machine Submitting a complete description of the proposed Wheel and Bearing that the proposed machine meets all the specified technical requirements on the

25 specification document will be accepted Press-Off Machine, the bidder will be awarded = 25 points

Non–Submission of description of the proposed Wheel and Bearing

Press-Off Machine the bidder will be awarded = 0 Points

Delivery Lead Time: The Delivery lead time must be presented in the form of the Schedule Plan format,

Full delivery within 8 weeks - 25 Points Gantt Chart Schedule format, or Project Schedule Table and must include milestones,

Delivery lead Time from the issuing of the Purchaser Order to Project hand over to Operations durations, clear start and finish timelines for each activity, as well as the overall project

Full delivery between 9 to 16 weeks - 15 Points 25 duration.

Delivery lead time must be presented in the form of the detailed

Delivery Lead Time: The Delivery lead time must be presented in the form of the Schedule Plan format, Gantt Chart Schedule format, or Project Schedule Table and must include milestones, durations, clear start and finish timelines for each activity, as well as the overall project duration. The submitted evidence must cover all the supply, installation, and commissioning of Wheel and Bearing Press-Off Machine

Company Previous Experience: The scoring for the company's previous experience criteria will be Reference List: The reference list must be completed in the format as presented under

based on the reference list (Annexure A) as stipulated in the Evidence Annexure A of the technical evaluation criteria, failure to submit as per Annexure A

Previous experience in Supply, Installation and Commissioning of the Wheel and Bearing Press- section and the points will be allocated as below: format will results in Zero points allacation

Off Machine in the past 10 years, this must be submitted in the form of a reference list.

• 25 Points - 3 and above Projects/References Listed

Important Notice on References: It is the sole responsibility of the Bidder to ensure that all

contact information provided in the experience template is current, valid, and accurate. The - 15 Points - 2 Projects/References Listed

2 evaluation team will conduct a maximum of three (3) attempts to contact a listed referee. Non- 25

responsiveness by the referral or unreachable contact details will result in the bidder receiving - 10 Points - 1 Projects/ References Listed

zero (0) marks for that specific reference

0 Points - 0 References/Project Listed 0

3 Description of the proposed Wheel Assembly Press Submit all Manufacturer's (OEM) specification brochures or an Engineering Drawing of

the proposed Wheel and Bearing Press-Off Machine. Only the evidence confirming

Technical Adjudication Matrix (Total 100 Points)

Weight (Points

Category Criteria Scoring Methodology Scoring (Points) Evidence

)

1 Submit Annexure B ( -14 of the Specification Document) fully completed and

Indicating Yes on Full Compliance (FC) for all the requirements

25 Points : Full complaince by indicating Yes for all requirements on

the checklist of Appendix B of the specification. 25

Compliance to Transnet Engineering Specification - DOC.NO.: PD_PDWL_NAT_URS_0075 25

Non-Submission of Annexure B ( -14 of the Specification Document) or

Indicating Yes on Partial Compliance ( PC), Non Compliance (NC) and Noted and

0 Point : Non-Submission of Annexure B of the Specification or 0 agreed (N)

based on the reference list (Annexure A) as stipulated in the Evidence Annexure A of the technical evaluation criteria, failure to submit as per Annexure A

Previous experience in Supply, Installation and Commissioning of the Wheel and Bearing Press- section and the points will be allocated as below: format will results in Zero points allacation

25 Points - 3 and above Projects/References Listed

contact information provided in the experience template is current, valid, and accurate. The - 15 Points - 2 Projects/References Listed

2 evaluation team will conduct a maximum of three (3) attempts to contact a listed referee. Non- 25

responsiveness by the referral or unreachable contact details will result in the bidder receiving - 10 Points - 1 Projects/ References Listed

0 Points - 0 References/Project Listed 0

25 specification document will be accepted Press-Off Machine, the bidder will be awarded = 25 points

Press-Off Machine the bidder will be awarded = 0 Points

Full delivery within 8 weeks - 25 Points Gantt Chart Schedule format, or Project Schedule Table and must include milestones,

Full delivery between 9 to 16 weeks - 15 Points 25 duration.

• Supply and delivery of a wheel and bearing press-off machine for Transnet Engineering’s wheel businesses in Durban.
• Machine must meet technical drawings and specifications (e.g., ISO 2768-1, ISO 13920: Class A E).
• Components include assemblies with specific dimensions, tolerances, and materials (709M40 - EN19 Condition T steel).
• All sharp edges must be removed.
• Copyrighted drawings (e.g., TWK28850) are property of Transnet Engineering and require written permission for reproduction or use.

• Must be a registered South African supplier (or a foreign supplier with a local legal entity).
• Must hold a valid Tax Clearance Certificate.
• Must demonstrate experience in supplying heavy-duty press machines or similar equipment to the rail/transport sector.
• Must provide audited financial statements for the last 2 years to prove financial capacity for on-demand delivery.
• Must comply with ISO 2768-1, ISO 13920, and EN19 material standards.
• Must offer after-sales support, spare parts availability, and on-site commissioning in Durban.
• Must have no outstanding legal or contractual disputes with Transnet or any other public entity.

• Machine must comply with ISO 2768-1 for untoleranced dimensions and ISO 13920: Class A E for welded constructions.
• Material specifications: 709M40 - EN19 Condition T, steel (round bar 120mm and 110mm).
• Key dimensions and tolerances:
• 78 a +0.0030
• 2 1/2" - 8 t.P.I - Un - 7h 114
• 68 108 (-0.150 to -0.224 tolerance)
• A 207, 39 49, 103.5
• Chamfers: 2x45° (5 places), 1x45°, 2x45°, 5x45°.
• Mass requirements: 6.30 kg, 32.08 kg, 6.46 kg for respective components.
• Assembly components: Tube 1 (TWK30489, mass 1.17), Plate 1 (TWK30488, mass 5.28).
• Remove all sharp edges.
• Drawing references: TWK28850, TWK29443, TWK30490.
• Class approvals: 20E, 21E, and 22E.

• Compliance with ISO 2768-1 for untoleranced dimensions and ISO 13920: Class A E for welded constructions.
• Material standard: 709M40 - EN19 Condition T (steel round bars: 120mm, 110mm).
• Tolerances: -0.150 to -0.224 for specified dimensions.
• Chamfering: 2x45° (5 places), 1x45°, 2x45°, 5x45°.
• Mass verification: 6.30 kg, 32.08 kg, 6.46 kg for respective parts.
• Assembly components: Tube 1 (TWK30489), Plate 1 (TWK30488).
• Drawing scales: 1:2, 1:5, 3:10.
• Class approvals: 20E, 21E, 22E.

{"name":null,"email":null,"phone":null,"department":null,"address":"SOLUTION .................................................................................................................... 28"}

This Agreement is entered into by and between:

Transnet SOC Ltd [Registration Number 1990/000900/30] whose registered address is 138 Eloff street,

Braamfontein, JOHANNESBURG, Republic of South Africa [Transnet]

and

....................................................................... [Registration Number ................................] whose registered

address is ............................................................................................................................................................

Republic of South Africa [the Supplier].

Now therefore, IT is agreed:

1.1 Transnet hereby appoints the Supplier to provide, and Transnet undertakes to accept the supply of

Goods provided for herein, as formally agreed between the Parties and in accordance with the

Schedule of Requirements issued as a schedule to this Agreement; and

1.2 the Supplier hereby undertakes to provide the Goods provided for herein, as formally agreed

between the Parties and in accordance with the Schedule of Requirements issued as a schedule to

this Agreement.

2 definitions

Where the following words or phrases are used in this Agreement, such words or phrases shall have the

meaning assigned thereto in this clause, except where the context clearly requires otherwise:

2.1 AFSA means the Arbitration Foundation of South Africa;

2.2 Agreement means this Agreement and its associated schedules and/or annexures and/or

appendices, and/or schedules, including the Schedule of Requirements/Work Orders, the technical

specifications for the Goods and such special conditions as shall apply to this Agreement, together

with the General Tender Conditions and any additional provisions in the associated bid documents

tendered by the Supplier [as agreed, in writing, between the Parties], which collectively and

exclusively govern the supply of Goods and provision of ancillary Services by the Supplier to

Transnet;

2.3 Assignment refers to the transfer of rights and obligations in a contract from an assigner to an

assignee.

2.4 Background Intellectual Property means all Intellectual Property introduced and required by

either Party to give effect to their obligations under this Agreement owned in whole or in part by or

licensed to either Party or their affiliates prior to the Commencement Date or developed after the

Commencement Date otherwise pursuant to this Agreement;

2.5 Business Day(s) means Mondays to Fridays between 07:30 and 16:00, excluding public holidays

as proclaimed in South Africa;

2.6 Cession refers to the transfer of only the rights a service provider has in terms of a contract from it

to a third party.

2.7 Commencement Date means .........................., notwithstanding the signature date of this

Agreement;

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2.8 Confidential Information means any information or other data, whether in written, oral, graphic

or in any other form such as in documents, papers, memoranda, correspondence, notebooks,

reports, drawings, diagrams, discs, articles, samples, test results, prototypes, designs, plans,

formulae, patents, or inventor’s certificates, which a Party discloses or provides to the other Party

[intentionally or unintentionally, or as a result of one Party permitting the representative of the

other Party to visit any of its premises], or which otherwise becomes known to a Party, and which is

not in the public domain and includes, without limiting the generality of the term:

a) information relating to methods of operation, data and plans of the disclosing Party;

b) the contents of this Agreement;

c) private and personal details of employees or clients of the disclosing Party or any other

person where an onus rests on the disclosing Party to maintain the confidentiality of such

information;

d) any information disclosed by either Party and which is clearly marked as being confidential or

secret;

e) information relating to the strategic objectives and planning of the disclosing Party relating to

its existing and planned future business activities;

f) information relating to the past, present and future research and development of the

disclosing Party;

g) information relating to the business activities, business relationships, products, services,

customers, clients and Subcontractors of the disclosing Party where an onus rests on the

disclosing Party to maintain the confidentiality of such information;

h) information contained in the software and associated material and documentation belonging

to the disclosing Party;

i) technical and scientific information, Know-How and trade secrets of a disclosing Party

including inventions, applications and processes;

j) Copyright works;

k) commercial, financial and marketing information;

l) data concerning architecture, demonstrations, tools and techniques, processes, machinery

and equipment of the disclosing Party;

m) plans, designs, concepts, drawings, functional and technical requirements and specifications

of the disclosing Party;

n) information concerning faults or defects in Goods, equipment, hardware or software or the

incidence of such faults or defects; and

o) information concerning the charges, fees and/or costs of the disclosing Party or its

authorised Subcontractors, or their methods, practices or service performance levels actually

achieved;

2.9 Copyright means the right in expressions, procedures, methods of operations or mathematical

concepts, computer program codes, compilations of data or other material, literary works, musical

works, artistic works, sound recordings, broadcasts, program carrying signals, published editions,

photographic works, or cinematographic works of the copyright owner to do or to authorise the

doing of certain acts specified in respect of the different categories of works;

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Agreement between Transnet Engineering and

2.10 Data means all data, databases, documents, information, graphics, text or other material in an

electronic or tangible medium which the Parties to this Agreement generate, collect, process, store

or transmit in relation to their business;

2.11 Designs mean registered Designs and/or Design applications and will include the monopoly right

granted for the protection of an independently created industrial design including designs dictated

essentially by technical or functional considerations as well as topographies of integrated circuits

and integrated circuits;

2.12 Expiry Date means the last day of the lead-time period offered by the bidder;

2.13 Foreground Intellectual Property means all Intellectual Property developed by either Party

pursuant to this Agreement;

2.14 Goods means Various Diesel Locomotive Components, the material / products specified in the

Schedule of Requirements appended as Schedule 1 hereto;

2.15 ICC Incoterms means the the latest version of commercial trade terms as published by the

International Chamber of Commerce, Paris [ICC], which are otherwise referred to as purchase terms

and which define precisely the responsibilities, costs and risks of the buyer [Transnet] and the

seller [the Supplier]. Incoterms are only applicable to contracts involving the import or export of

Goods from one country to another and for the purpose of this Agreement, if applicable, shall mean

the designated Incoterm as stipulated in Schedule 1 hereto. Further details of the Incoterm

[purchase terms] for this Agreement, if applicable, can be viewed at the International Business

Training website - http://www.i-b-t.net/incoterms.html;

2.16 Intellectual Property means Patents, Designs, Know-How, Copyright and Trade Marks and all

rights having equivalent or similar effect which may exist anywhere in the world and includes all

future additions and improvements to the Intellectual Property;

2.17 Know-How means all Confidential Information of whatever nature relating to the Intellectual

Property and its exploitation as well as all other Confidential Information generally relating to

Transnet’s field of technology, including technical information, processing or manufacturing

techniques, Designs, specifications, formulae, systems, processes, information concerning materials

and marketing and business information in general;

2.18 Parties mean the Parties to this Agreement together with their subsidiaries, divisions, business

units, successors-in-title and assigns;

2.19 Party means either one of these Parties;

2.20 Patents mean registered Patents and Patent applications, once the latter have proceeded to grant,

and includes a right granted for any inventions, products or processes in all fields of technology;

2.21 Permitted Purpose means any activity or process to be undertaken or supervised by a Staff

member of one Party during the term of this Agreement, for which purpose authorised disclosure of

the other Party’s Confidential Information or Intellectual Property is a prerequisite in order to enable

such activity or process to be accomplished;

2.22 Price(s) means the agreed Price(s) for the Goods to be purchased from the Supplier by Transnet,

as detailed in the Schedule of Requirements, issued in accordance with this Agreement, as amended

by mutual agreement between the Parties and in accordance with the terms and conditions in this

Agreement from time to time;

2.23 Purchase Order(s) means official orders issued by an operating division of Transnet to the

Supplier for the supply of Goods or Services;

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Agreement between Transnet Engineering and

2.24 Service Level Agreement or SLA means the processes, deliverables, key performance indicators

and performance standards relating to the Goods to be provided by the Supplier;

2.25 Staff means any partner, employee, agent, consultant, independent associate or contractor,

Subcontractor and the staff of such Subcontractor, or other authorised representative of either

Party;

2.26 Schedule of Requirements means Schedule 1 hereto;

2.27 Subcontract means any contract or agreement or proposed contract or agreement between the

Supplier and any third party whereby that third party agrees to provide to the Supplier the Goods or

related Services or any part thereof or material used in the manufacture of the Goods or any part

thereof;

2.28 Subcontractor means the third party with whom the Supplier/Service Provider enters into a

Subcontract;

2.29 Tax Invoice means the document as required by Section 20 of the VAT Act, as may be amended

from time to time;

2.30 Trade Marks mean registered Trade Marks and Trade Mark applications and include any sign or

logo, or combination of signs and/or logos capable of distinguishing the goods or services of one

undertaking from those of another undertaking;

2.31 VAT means Value-Added Tax chargeable in terms of the VAT Act, , as may be amended

from time to time; and

2.32 VAT Act means the Value Added Tax Act, No , as may be amended from time to time.

3 interpretation

3.1 Clause headings in this Agreement are included for ease of reference only and do not form part of

this Agreement for the purposes of interpretation or for any other purpose. No provision shall be

construed against or interpreted to the disadvantage of either Party hereto by reason of such Party

having or being deemed to have structured or drafted such provision.

3.2 Any term, word or phrase used in this Agreement, other than those defined under the clause

heading “Definitions” shall be given its plain English meaning, and those terms, words, acronyms,

and phrases used in this Agreement will be interpreted in accordance with the generally accepted

meanings accorded thereto.

3.3 A reference to the singular incorporates a reference to the plural and viceversa.

3.4 A reference to natural persons incorporates a reference to legal persons and viceversa.

3.5 A reference to a particular gender incorporates a reference to the other gender.

4 nature and scope

4.1 This Agreement is an agreement under the terms and conditions of which the Supplier/Service

Provider will arrange for the supply/provision to Transnet of the Goods/Services which meet the

requirements and specifications of Transnet, the delivery of which is controlled by means of

Purchase Orders to be issued by Transnet and executed by the Supplier/Service Provider in

accordance with this Agreement.

4.2 Such Purchase Orders and deliveries to Transnet shall be agreed between the Parties from time to

time, subject to the terms of the Schedule of Requirements/Work Order.

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4.3 Each properly executed Purchase Order forms an inseparable part of this Agreement as if it were

fully incorporated into the body of this Agreement.

4.4 During the period of this Agreement, both Parties can make written suggestions for amendments to

the Schedule of Requirements/Work Orders in accordance with procedures set out in clause 362

[AmendmentandChangeControl]. A Party will advise the other Party within 14 [fourteen] Business

Days, or such other period as mutually agreed, whether the amendment is acceptable.

4.5 Insofar as any term, provision or condition in the Schedule of Requirements/Work Order conflicts

with a like term, provision or condition in this Agreement and/or a Purchase Order, the term or

provision or condition in this Master Agreement shall prevail, unless such term or provision or

condition in this Master Agreement has been specifically revoked or amended by mutual written

agreement between the Parties.

4.6 Time will be of the essence and the Supplier/Service Provider will perform its obligations under this

Agreement in accordance with the timeframe(s) [if any] set out in the relevant schedule, save that

the Supplier/Service Provider will not be liable under this clause if it is unable to meet such

obligation within the time required as a direct result of any act or omission by Transnet and it has

used its best endeavours to advise Transnet of such act or omission. In the event of such delay, any

time deadlines detailed in the relevant schedule shall be extended by a period equal to the period of

that delay.

5 authority of parties

5.1 Nothing in this Agreement will constitute or be deemed to constitute a partnership between the

Parties, or constitute or be deemed to constitute the Parties as agents or employees of one another

for any purpose or in any form whatsoever.

5.2 Neither Party shall be entitled to, or have the power or authority to:

a) enter into an agreement in the name of the other; or

b) give any warranty, representation or undertaking on the other's behalf; or

c) create any liability against the other or bind the other’s credit in any way or for any purpose

whatsoever.

6 duration/term and cancellation

6.1 Notwithstanding the date of signature hereof, the Commencement Date of this Agreement is

............ and the duration shall be for a one-off period, expiring on last day of the lead-time

period offered by the bidder, unless:

a) this Agreement is terminated by either Party in accordance with the provisions incorporated

herein or in any schedules or annexures appended hereto, or otherwise in accordance with

law or equity; or

b) this Agreement is extended at Transnet’s option for a further period to be agreed by the

Parties.

6.2 Notwithstanding clause 239 [Breach and Termination], either Party may cancel this Agreement

without cause by giving 30 [thirty] calendar days prior written notice thereof to the other Party,

provided that in such instance, this Agreement will nevertheless be applicable in respect of all

Purchase Orders which have been placed prior to the date of such cancellation.

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7 risk management

7.1 Where Transnet determines appropriate, within 2 weeks from the date of contract signature, the

Parties are to meet to prepare and maintain a contract Risk Register. The Risk Register shall include

a description of the risks and a description of the actions which are to be taken to avoid or reduce

these risks which both Parties shall jointly determne.

7.2 Contract progress meetings shall be held monthly, or unless otherwise agreed between the Parties

in writing. The purposes of these progress meetings shall be to capture the number of late

deliverables against agreed milestones, actual costs against payment plans, performance issues or

concerns, contract requirements not achieved, the status of previous corrective actions and risk

management. Minutes of meetings shall be maintained and signed off between the Parties

throughout the contract period

8 transnet’s obligations

8.1 Transnet undertakes to promptly comply with any reasonable request by the Supplier/Service

Provider for information, including information concerning Transnet's operations and activities, that

relates to the Goods/Services as may be necessary for the Supplier/Service Provider to provide the

Goods/Services, but for no other purpose. However, Transnet's compliance with any request for

information is subject to any internal security rules and requirements and subject to the observance

by the Supplier/Service Provider of its confidentiality obligations under this Agreement.

8.2 The Supplier/Service Provider shall give Transnet reasonable notice of any information it requires.

8.3 Transnet agrees to provide the Supplier/Service Provider or its Personnel such access to and use of

its facilities as is necessary to allow the Supplier/Service Provider to perform its obligations under

this Agreement.

9 general obligations of the supplier/service provider

9.1 The Supplier/Service Provider shall:

a) respond promptly to all complaints and enquiries from Transnet;

b) inform Transnet immediately of any dispute or complaint arising in relation to the storage or

delivery of the Goods;

c) conduct its business in a professional manner which will reflect positively upon the

Supplier/Service Provider and the Supplier’s/Service Provider’s products/services;

d) keep full records clearly indicating all transactions concluded by the Supplier/Service Provider

relating to the delivery of the Goods/Services and keep such records for at least 5 [five]

years from the date of each such transaction;

e) obtain, and at all times maintain in full force and effect, any and all licences, permits and the

like required under applicable laws for the provision of the Goods/Services and ancillary

Services and the conduct of the business and activities of the Supplier/Service Provider;

f) observe and ensure compliance with all requirements and obligations as set out in the labour

and related legislation of South Africa, including the Occupational Health and Safety Act, , as may be amended from time to time;

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g) observe and ensure compliance with all requirements and objectives of the Transnet Supplier

Integrity Pact as agreed to in response to the RFP. The general purpose of the Supplier

Integrity Pact is to agree to avoid all forms of dishonesty, fraud and corruption by following a

system that is fair, transparent and free from any undue influence prior to, during and

subsequent to the currency of the procurement event leading to this Agreement and this

Agreement itself;

h) comply with all applicable environmental legislation and regulations, demonstrate sound

environmental performance and have an environmental management policy which ensures

that its products, including the Goods/Services or ancillary Services are procured, produced,

packaged, delivered and are capable of being used and ultimately disposed of in a way that

is environmentally appropriate; and

i) ensure the validity of all renewable certifications, including but not limited to its B-BBEE

Verification Certificate, throughout the entire term of this Agreement. Should the Supplier/

fail to present Transnet with such renewals as they become due, Transnet shall be entitled,

in addition to any other rights and remedies that it may have in terms of the Agreement, to

terminate this Agreement forthwith without any liability and without prejudice to any claims

which Transnet may have for damages against the Supplier/Service Provider.

9.2 The Supplier/Service Provider acknowledges and agrees that it shall at all times:

a) render the supply of the Goods/Services and ancillary Services (if applicable) and perform all

its duties with honesty and integrity;

b) communicate openly and honestly with Transnet regarding the supply and performance of

the Goods/Services and demonstrate a commitment to effecting the supply and performing

ancillary Services timeously, efficiently and at least to the required standards;

c) endeavour to provide the highest possible standards of service and workmanship, with a

reasonable degree of care and diligence;

d) use its best endeavours and make every diligent effort to meet agreed deadlines;

e) treat its own Staff, as well as all Transnet’s Staff, with fairness and courtesy and respect for

their human rights;

f) practice and promote its own internal policies aimed at prohibiting and preventing unfair

discrimination;

g) treat all enquiries from Transnet in connection with the supply of the Goods/Services and/or

ancillary Services with courtesy and respond to all enquiries promptly and efficiently. Where

the Supplier/Service Provider is unable to comply with the provisions of this clause, the

Supplier/Service Provider will advise Transnet of the delay and the reasons therefor and will

keep Transnet informed of progress made regarding the enquiry;

h) when requested by Transnet, provide clear and accurate information regarding the

Supplier's/Service Provider’s own policies and procedures, excluding Know-How and other

Confidential Information, except where a non-disclosure undertaking has been entered into

between the Parties;

i) not allow a conflict of interest to develop between its own interests [or the interests of any

of its other customers] and the interests of Transnet;

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j) not accept or offer, nor allow, induce or promote the acceptance or offering of any gratuity,

enticement, incentive or gift that could reasonably be regarded as bribery or an attempt to

otherwise exert undue influence over the recipient;

k) not mislead Transnet or its officers, employees and stakeholders, whether by act or

omission;

l) not otherwise act in an unethical manner or do anything which could reasonably be expected

to damage or tarnish Transnet’s reputation or business image;

m) immediately report to Transnet any unethical, fraudulent or otherwise unlawful conduct of

which it becomes aware in connection with Transnet or the supply of Goods/Services or

ancillary Services to Transnet;

n) ensure that at all times, during the currency of this Agreement, it complies with all

obligations and commitments in terms of the provisions of the Income Tax Act, No , the VAT Act or any other tax legislation relating to their liability for Income Tax, VAT,

Pay as You Earn or any other tax. The Supplier/Service Provider shall further ensure Tax

Clearance Compliance, for the duration of this Agreement;

o) not victimise, harass or discriminate against any employee of either Party to this Agreement

or any applicant for employment with either Party to this Agreement due to their gender,

race, disability, age, religious belief, sexual orientation or part-time status. This provision

applies, but is not limited to employment, upgrading, work environment, demotion, transfer,

recruitment, recruitment advertising, termination of employment, rates of pay or other forms

of compensation and selection for training.

p) shall ensure that its employees, agents and Subcontractors will not breach any applicable

discrimination legislation and any amendments and re-enactments thereof.

9.3 In compliance with the National Railway Safety Regulator Act, , as may be amended from

time to time, the Supplier shall ensure that the Goods/Services and ancillary Services, to be supplied

to Transnet under the terms and conditions of this Agreement, comply fully with the Specifications

as set forth in Schedule 1 hereto, and shall thereby adhere [as applicable] to railway safety

requirements and/or regulations. Permission for the engagement of a Subcontractor by the Supplier,

as applicable, shall be subject to a review of the capability of the proposed Subcontractor to comply

with the specified railway safety requirements and/or regulations. The Supplier and/or its

Subcontractor shall grant Transnet access, during the term of this Agreement, to review any safety-

10 subcontracting

10.1 The Supplier may only enter into a subcontracting arrangement or replace a subcontractor with the

approval of Transnet.

10.2 If the Supplier subcontracts a portion of the contract to another person without declaring it to

Transnet reserves the right to penalise the Supplier up to 10% of the value of the contract.

10.3 Where the Supplier seeks to replace a subcontractor Transnet shall be entitled to obtain

representations or input from the initial subcontractor who was part of the tender process whose

credentials were used in the Supplier tender submission. Transnet shall consider input from all parties

concerned, in order to take a decision on the proposed replacement of the subcontractor. The

subcontracting arrangement or contract remains between the Supplier (main contractor) and the

subcontractor.

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10.4 Should Transnet approve the Supplier’s subcontracting arrangement, the Supplier and not the Sub-

contractor will at all times be held liable for performance in terms of its contractual obligations.

10.5 The Supplier may not subcontract in such a manner that the the overall value of the contract is

reduced to below the stipulated minimum threshold.

10.6 The Supplier may not subcontract more than 25% of the value of the contract to any other enterprise

that does not have an equal or higher B-BBEE status level of contributor than the Supplier, unless the

contract is subcontracted to an Exempted Micro Enterprise (EME) that has the capability and ability to

execute the Subcontract.

11 payment to sub-contractors

11.1 Transnet reserves the right, in its sole discretion, to make payment directly to the sub-contractor of

the Supplier, subject to the following conditions:

a) Receipt of an undisputed invoice from the sub-contractor; and

b) Receipt of written confirmation from the Supplier Provider that the amounts claimed by the

sub-contractor are correct and that the services for which the sub-contractor has requested

payment were rendered to the satisfaction of the Supplier, against the required standards.

11.2 Nothing contained in this clause must be interpreted as bestowing on any sub-contractor a right or

legitimate expectation to be paid directly by Transnet. Furthermore, this clause does not bestow any

right or legitimate expectation on the Supplier to demand that Transnet pay its sub-contractor

directly. The decision to pay any sub-contractor directly, remains that of Transnet alone.

11.3 The Supplier remains liable for its contractual obligations under the Agreement, including all services

rendered by the sub-contractor.

11.4 This clause does not establish any contractual relationship between Transnet and any sub-contractor

of the Supplier, whatsoever.

12 b-bbee and socio-economic obligations

12.1 B-BBEE Scorecard

a) Transnet fully endorses and supports the Broad-Based Black Economic Empowerment

Programme and is strongly of the opinion that all South African business enterprises have an

equal obligation to redress the imbalances of the past.

b) In response to this requirement, the Supplier shall submit to Transnet’s Contract Manager or

such other designated person details of its B-BBEE status in terms of the latest Codes of

Good Practice issued in terms of the B-BBEE Act and proof thereof at the beginning of March

each year during the currency of this Agreement.

c) The Supplier/Service Provider undertakes to notify and provide full details to Transnet in the

event there is:

(i) a change in the Supplier’s/Service Provider’s B-BBEE status which is less than what it

was at the time of its appointment including the impact thereof; and

(ii) a corporate or internal restructure or change in control of the Supplier which has or

likely to impact negatively on the Supplier’s/ Service Provider’s B-BBEE status.

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d) Notwithstanding any other reporting requirement in terms hereof, the Supplier Service

Provider undertakes to provide any B-BBEE data (underlying data relating to the Supplier

which has been relied upon or utilised by a verification agency or auditor for the purposes of

issuing a verification certificate in respect of the Supplier/Service Provider B-BBEE status)

which Transnet may request on written notice within 30 (thirty) calendar days of such

request. A failure to provide such data shall constitute a Supplier/ Service Provider Default

and may be dealt with in accordance with the provisions of clause 239.

e) In the event there is a change in the Supplier’s/ Service Provider’s B-BBEE status, then the

provisions of clause 239 shall apply.

12.2 Green Economy/Carbon Footprint

a) The Supplier has in its bid provided Transnet with an understanding of the Supplier’s/Service

Provider’s position with regard to issues such as waste disposal, recycling and energy

conservation.

13 penalties

13.1 Penalties for Non-compliance to Service Level Agreement

The Supplier guarantees that it will achieve a 95% [ninety-five per cent] service level on the

following measures:

a) Random checks on compliance with quality/quantity/specifications

b) On-time delivery

• If the supplier does not achieve this level as an average over each quarter, Transnet will

receive a 1.5% [one and a half per cent] rebate on quarterly sales payable in the next

quarter

• The Supplier must provide a telephone number for customer service calls. Failure of the

Supplier to comply with stated service level requirements will give Transnet the right to

cancel the contract in whole, without penalty to Transnet, giving 30 [thirty] calendar days’

notice to the Supplier of its intention to do so.

13.2 Non-compliance penalties for subcontracting

a) Breach of subcontracting obligations provides Transnet cause to terminate the contract in

certain cases where there is a material Non-compliance.

b) If the Supplier fails to achieve its subcontracting commitments as per their bid submission

(“a Non-Compliance”), the Supplier shall pay a Non-Compliance penalty (“Non-compliance

Penalty”) to Transnet in respect of such Non-compliance.

c) Such penalty shall be calculated based on the difference in value between the committed

and delivered subcontracting value (i.e. 100% of the undelivered subcontracting value) plus

an additional 10% (ten per cent) of such difference.

Non-compliance Penalty Certificate:

d) If any Non-compliance Penalty arises, the Supplier Development Manager shall issue a Non-

compliance Penalty Certificate 90 business days before the expiry of the contract indicating

the Non-compliance Penalties which have accrued during that period.

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e) A Non-compliance Penalty Certificate shall be prima facie proof of the matters to which it

relates. If the Supplier disputes any of the amounts set out in a Non-compliance Penalty

a description of the risks and a description of the actions which are to be taken to avoid or reduce

these risks which both Parties shall jointly determne.

7.2 Contract progress meetings shall be held monthly, or unless otherwise agreed between the Parties

in writing. The purposes of these progress meetings shall be to capture the number of late

deliverables against agreed milestones, actual costs against payment plans, performance issues or

concerns, contract requirements not achieved, the status of previous corrective actions and risk

management. Minutes of meetings shall be maintained and signed off between the Parties

throughout the contract period

8 transnet’s obligations

8.1 Transnet undertakes to promptly comply with any reasonable request by the Supplier/Service

18.1 Transnet reserves the right to arrange for the inspection of all Goods forming the subject of any

such inspection is to be carried out, the relevant Purchase Order(s) shall be endorsed accordingly.

18.2 When inspection at the Supplier's works or warehouse is specified, Transnet’s authorised inspector

shall have free access to the premises of the Supplier at all times during working hours on a

Business Day; shall have liberty to inspect work which is the subject of the Purchase Order at any

stage of manufacture, and may reject any Goods which are found to be incomplete, defective or in

any way not in conformity with the terms and specifications of this Agreement; and the Supplier

shall afford all reasonable facilities for such access and inspection.

18.3 The Supplier shall provide inspection gauges, measuring and test equipment to ensure that the

requirements of this Agreement are satisfied. All gauges, templates, tools and other equipment

required to check the accuracy of the work shall be calibrated at regular and reasonable intervals by

a laboratory which has been approved in writing by Transnet. This certificate shall not be more than

12 [twelve] months old.

18.4 The Supplier shall prepare and supply, without charge to Transnet, all test pieces, samples and

specimens; shall provide all labour and apparatus for carrying out tests and analyses in accordance

with the terms of this Agreement or Purchase Order, and render all reasonable assistance in making

such tests and analyses.

18.5 All special rules governing gauging, testing, analysis and other inspection procedures shall be

adhered to strictly in accordance with the terms of this Agreement or Purchase Order and the

conditions of any specifications and drawings quoted therein.

18.6 Inspection will be arranged by the Staff of Transnet, as indicated in the Purchase Order(s).

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18.7 When Goods are ready for inspection, the Supplier shall apply promptly to the appropriate authority

for instructions regarding such inspection. All applications for inspection shall quote Transnet’s

Agreement or Purchase Order number. 7 [seven] Business Days' notice of readiness from the

inspection.

18.8 Transnet shall have the right to recover from the Supplier the cost of inspection of any Goods that

have been rejected by its authorised inspector in terms of this clause 184.

the dispute shall be resolved in accordance with the provisions of the Agreement; and

if pursuant to that referral, it is determined that the Supplier owes any amount to Transnet pursuant to the Non-compliance Penalty Certificate, then the Supplier shall pay such amount to Transnet within 10 (ten) Business Days of the determination made pursuant to such determination and an accompanying valid Tax Invoice. Payment of Non-compliance Penalties

Subject to Clause (e) above, the Supplier shall pay the Non-compliance Penalty indicated in the Non-compliance Penalty Certificate within 10 (ten) Business Days of Transnet issuing a valid Tax Invoice to the Supplier for the amount set out in that certificate. If Transnet does not issue a valid Tax Invoice to the Supplier/Service Provider for Non-compliance Penalties accrued during any relevant period, those Non-compliance Penalties shall be carried forward to the next period.

The Supplier shall pay the amount due within 10 (ten) days after receipt of a valid Tax Invoice from Transnet, failing which Transnet shall, without prejudice to any other rights of Transnet under this Agreement, be entitled to call for payment which may be in any form Transnet deems reasonable and/or appropriate.

Should the Supplier fail to pay any Non Compliance Penalties within the time indicated above (as applicable), Transnet shall be entitled to deduct (set off) the amount not paid by the Supplier from the account of the Supplier in the ensuing month.

The Non Compliance Penalties set forth in this Clause are stated exclusive of VAT. Any VAT payable on Non Compliance Penalties will be for the account of the Supplier. 13.3 Non-compliance penalties for Job Creation

Breach of job creation obligations provides Transnet cause to terminate the contract in certain cases where there is a material Non-compliance.

If the Supplier fails to achieve its job creation commitments as per their bid submission (“a Non-Compliance”), the Supplier shall pay a Non-Compliance penalty (“Non-compliance Penalty”) to Transnet in respect of such Non-compliance.

Such penalty shall be calculated based on the difference between the committed and delivered jobs. For every job not created, a penalty of 2% of the contract value will be applied. Non-compliance Penalty Certificate

If any Non-compliance Penalty arises, the Supplier Development Manager shall issue a Non- compliance Penalty Certificate 90 business days before the expiry of the contract indicating the Non-compliance Penalties which have accrued during that period.

A Non-compliance Penalty Certificate shall be prima facie proof of the matters to which it relates. If the Supplier disputes any of the amounts set out in a Non-compliance Penalty

the dispute shall be resolved in accordance with the provisions of the Agreement; and Transnet Agreement No TE/2024/11/0008/84535/RFQ of 30 Agreement between Transnet Engineering and

Subject to Clause (e) above, the Supplier shall pay the Non-compliance Penalty indicated in the Non-compliance Penalty Certificate within 10 (ten) Business Days of Transnet issuing a valid Tax Invoice to the Supplier for the amount set out in that certificate. If Transnet does not issue a valid Tax Invoice to the Supplier for Non-compliance Penalties accrued during any relevant period, those Non-compliance Penalties shall be carried forward to the next period.

Should the Supplier fail to pay any Non Compliance Penalties within the time indicated above (as applicable), Transnet shall be entitled to deduct (set off) the amount not paid by the Supplier from the account of the Supplier in the ensuing month. The Non Compliance Penalties set forth in this Clause are stated exclusive of VAT. Any VAT payable on Non Compliance Penalties will be for the account of the Supplier/Service Provider. 14 INVOICES AND PAYMENT 14.1 Transnet shall pay the Supplier Provider the amounts stipulated in each Purchase Order/Work Order, subject to the terms and conditions of this Agreement. 14.2 Transnet shall pay such amounts to the Supplier upon receipt of a valid and undisputed Tax Invoice together with the supporting documentation, as specified in the Schedule of Requirements appended hereto, once the valid and undisputed Tax Invoices or such portions of the Tax Invoices which are valid and undisputed become due and payable to the Supplier for the delivery of the Goods/Services ordered, in terms of clause 14.5 below. 14.3 Transnet may, pending an investigation, withhold any payments to the Supplier, in the case where irregular expenditure has been identified in the particular contract and that there is reasonable suspicion that the Supplier is involved or was aware that the contract transgressed any legislation. 14.4 All Prices set out in this Agreement and the Schedule of Requirements hereto are to be indicated inclusive and exclusive of VAT, which will be payable at the applicable rate in ZAR. 14.5 Unless otherwise provided for in the Schedule of Requirements appended to this Agreement, Tax Invoices shall be submitted together with a month-end statement. Payment against such month- end statement shall be made by Transnet within 30 [thirty] calendar days after date of receipt by Transnet of the Supplier’s statement together with the relevant valid and undisputed Tax Invoice(s) and supporting documentation. 14.6 Where the payment of any Tax Invoice, or any part of a Tax Invoice which is not in dispute, is not made in accordance with this clause, the Supplier shall be entitled to charge interest on the outstanding amount, at The Standard Bank of South Africa’s prime rate of interest in force, for the period from the due date of payment until the outstanding amount is paid. Transnet Agreement No TE/2024/11/0008/84535/RFQ of 30 Agreement between Transnet Engineering and 14.7 The Supplier shall remain the owner of all plant, material, machinery, equipment and the like [collectively, the Supplier’s Goods] provided to Transnet until Transnet has paid in full for the Supplier’s Goods, it being specifically agreed that Transnet shall acquire no rights [including liens] of whatsoever nature in such Supplier’s Goods until date of final payment by Transnet. Subject to the aforegoing, all risk and benefit to the Supplier’s Goods shall pass from the Supplier to Transnet on delivery of the Supplier’s Goods by the Supplier to Transnet. 15 PRICE ADJUSTMENTS 15.1 Prices for Goods supplied in terms of this Agreement shall be subject to review as indicated in the Schedule of Requirements annexed hereto. 15.2 No less than 2 [two] months prior to any proposed Price adjustment, the Parties shall commence negotiations for Prices for the next period or as otherwise indicated in Schedule 1 hereto. The Parties shall have regard for market-related pricing of equivalent goods, continuous improvement initiatives, costs [including labour, raw materials and transport/delivery], order size and frequency and changes to the specification of the Goods. 15.3 Pursuant to clause 15.2 above, the Supplier shall keep full and accurate records of all costs associated with the supply of the Goods to Transnet, in a form to be approved in writing by Transnet. The Supplier shall produce such records to Transnet for inspection at all reasonable times on request and such records may, at Transnet's option, be audited by Transnet or its designated representatives. 15.4 Should Transnet and the Supplier fail to reach an agreement on Price for the successive period, either Party shall be entitled to submit this matter to dispute resolution in accordance with clause 39 of the Master Agreement [Dispute Resolution]. 15.5 If during the period of this Agreement Transnet can purchase similar Goods of a like quality from another supplier at a total delivered cost to a Transnet facility that is lower than the total delivered cost of the Goods purchased hereunder from the Supplier, Transnet may notify the Supplier of such total delivered cost and the Supplier shall have an opportunity to adjust the Price of the Goods/Services purchased hereunder, on such a basis as to result in the same total delivered cost to Transnet, within 30 [thirty] calendar days of such notice. If the Supplier fails to do so or cannot legally do so, Transnet may (i) purchase the Goods from such other supplier in which case the obligations, including, but not limited to, any purchase and sale requirements and/or commitments, if any, of Transnet and the Supplier hereunder shall be reduced accordingly; (ii) terminate this Agreement without any penalty, liability or further obligation; or (iii) continue purchases under this Agreement. 15.6 If during the period of this Agreement the Supplier sells any materials which are the same as, equivalent to, or substantially similar to the Goods herein, at a total delivered cost to a third party lower than the total delivered cost to a Transnet facility, then the Supplier has an opportunity to adjust its Price for the Goods purchased hereunder within 30 [thirty] calendar days so that the Price is the same or lower than the total delivered cost of such third party. If the Supplier fails to do so or cannot legally do so, Transnet may (i) purchase the Goods/Services from any other such supplier, in which case the obligations, including, but not limited to, any purchase and sale requirements and/or commitments, if any, of Transnet and the Supplier hereunder shall be reduced accordingly; or (ii) terminate this Agreement without any penalty, liability or further obligation. Within 30 [thirty] calendar days of the Commencement Date of this Agreement or at Transnet Agreement No TE/2024/11/0008/84535/RFQ of 30 Agreement between Transnet Engineering and any time Transnet so requests, the Supplier shall certify in writing to Transnet that it is in compliance with this clause and shall provide all information that Transnet reasonably requests in order to verify such compliance. 16 WARRANTIES APPLICABLE TO GOODS The Supplier warrants that: 16.1 pursuant to clause 9.3 [General Obligations of the Supplier], the Goods will be manufactured in accordance with the specifications appended hereto at Schedule 1, or the manufacturer’s specifications, as agreed in writing by both Parties; 16.2 the execution and performance of this Agreement by the Supplier does not infringe any rights of a third party or breach any obligation of the Supplier to any third party; and 16.3 it has taken all reasonable precautions to ensure that, in the event of a disaster, the impact of such disaster on the ability of the Supplier to comply with its obligations under this Agreement will be reduced to the greatest extent possible, and that the Supplier shall ensure that it has appropriate, tested and documented recovery arrangements in place. 17 THIRD PARTY INDEMNITY The Supplier/Service Provider hereby indemnifies and shall hold Transnet harmless against any direct damages suffered by or claims arising against Transnet in respect of clause 16.2 above. 18 INSPECTION APPLICABLE TO GOODS 18.1 Transnet reserves the right to arrange for the inspection of all Goods forming the subject of any Purchase Order, at any stage before final acceptance and by any means it may think fit, and when such inspection is to be carried out, the relevant Purchase Order(s) shall be endorsed accordingly. 18.2 When inspection at the Supplier's works or warehouse is specified, Transnet’s authorised inspector shall have free access to the premises of the Supplier at all times during working hours on a Business Day; shall have liberty to inspect work which is the subject of the Purchase Order at any stage of manufacture, and may reject any Goods which are found to be incomplete, defective or in any way not in conformity with the terms and specifications of this Agreement; and the Supplier shall afford all reasonable facilities for such access and inspection. 18.3 The Supplier shall provide inspection gauges, measuring and test equipment to ensure that the requirements of this Agreement are satisfied. All gauges, templates, tools and other equipment required to check the accuracy of the work shall be calibrated at regular and reasonable intervals by a laboratory which has been approved in writing by Transnet. This certificate shall not be more than 12 [twelve] months old. 18.4 The Supplier shall prepare and supply, without charge to Transnet, all test pieces, samples and specimens; shall provide all labour and apparatus for carrying out tests and analyses in accordance with the terms of this Agreement or Purchase Order, and render all reasonable assistance in making such tests and analyses. 18.5 All special rules governing gauging, testing, analysis and other inspection procedures shall be adhered to strictly in accordance with the terms of this Agreement or Purchase Order and the conditions of any specifications and drawings quoted therein. 18.6 Inspection will be arranged by the Staff of Transnet, as indicated in the Purchase Order(s). Transnet Agreement No TE/2024/11/0008/84535/RFQ of 30 Agreement between Transnet Engineering and 18.7 When Goods are ready for inspection, the Supplier shall apply promptly to the appropriate authority for instructions regarding such inspection. All applications for inspection shall quote Transnet’s Agreement or Purchase Order number. 7 [seven] Business Days' notice of readiness from the Supplier shall be given to the authorised inspector appointed by Transnet to carry out such inspection. 18.8 Transnet shall have the right to recover from the Supplier the cost of inspection of any Goods that have been rejected by its authorised inspector in terms of this clause 184. 19 DEFECTIVE GOODS 19.1 Notwithstanding any certificate and/or receipt that may have been issued by or on behalf of Transnet either in South Africa or overseas, Goods will be accepted at the place of delivery or at the port of shipment, as specified in this Agreement, only as regards outward condition of packages and Transnet retains the right to reject the Goods supplied, on or after arrival at the place to which they are consigned, or after they have been placed in use in South Africa, should they be found defective. 19.2 If Goods are rejected owing to latent defects becoming apparent during machining operations or other preparation necessary on the part of Transnet before they can be put into use, the Supplier shall bear all expenses incurred by Transnet in carrying out such necessary operations. 19.3 If such Goods are rejected, the Supplier will pay the following costs

for Goods purchased in South Africa on an ex works basis, the cost of transport from the Supplier’s works in South Africa to the named destination where the Goods have been rejected by Transnet, plus handling charges and storage, if leviable; or

for Goods manufactured overseas, the Supplier shall pay all replacement costs including the overseas inland transport cost, freight and insurance charges incurred plus railage or other inland transport costs from the South African port to the place where the Goods have been rejected by Transnet, including handling charges, storage, landing charges, customs duty and surcharges, if leviable. 19.4 If Transnet requires rejected Goods to be replaced, the Supplier shall, when called upon to do so, arrange prompt replacement of the Goods within the prescribed manufacturing lead times for such Goods, as indicated in Schedule 1. 19.5 If Goods are found to be defective but the defects are, in the opinion of Transnet, not of so serious a nature as to warrant total rejection of the Goods, the Supplier shall, when called upon to do so, remedy or make good such defects at its own cost, or Transnet may remedy or make good such defects at the request of the Supplier and recover from the Supplier all costs or expenses reasonably incurred by it in doing so. 19.6 Should the Supplier fail, when called upon to remedy or make good such defects within a reasonable time or to request Transnet to do so, Transnet may proceed to remedy or make good such defects and thereafter recover from the Supplier all such costs and expenses as aforementioned. 19.7 Any amount recoverable from the Supplier in terms of this clause may, without prejudice to any other legal remedies available to Transnet, be deducted in whole or in part from any monies in the hands of Transnet which are due for payment to the Supplier. Transnet Agreement No TE/2024/11/0008/84535/RFQ of 30 Agreement between Transnet Engineering and 20 TOTAL OR PARTIAL FAILURE TO PERFORM 20.1 In the case of Goods to be specially manufactured for it, if Transnet at any time ascertains that

no manufacturing of the Goods specified in a Purchase Order has commenced and there is little or no prospect, in Transnet’s opinion, that manufacturing will commence within a reasonable time; or

delivery of any of the Goods is being or is likely to be delayed beyond the promised delivery date(s), and there is little or no prospect of the Purchase Order(s) being carried out within reasonable adherence to the promised delivery rate(s) or time(s), then Transnet may, irrespective of the cause of the delay, by notice to the Supplier, cancel as from a future date specified in such notice the whole or any part of this Agreement or Purchase Order in respect of which the Goods to be supplied have not been completed by that date, without incurring any liability by reason of such cancellation except as provided in this clause. 20.2 The Supplier shall thereupon, as soon as possible after such date, deliver to Transnet the Goods [if any] already completed, and payment for the part performance shall be made on a pro rata basis, provided the uncompleted part is not an integral or essential part of the completed Goods/Services. Where an integral or essential part of the work has not been completed, the amount to be paid to the Supplier will be calculated on the basis of Transnet’s enrichment. The Supplier/Service Provider shall, wherever practicable, supply Transnet with the necessary drawings and/or specifications to enable it to complete the work. 20.3 Whenever, in any case not covered by clause 20.1 above, the Supplier fails or neglects to execute the work or to deliver any portion of the Goods as required by the terms of this Agreement or Purchase Order, or if any Goods are rejected on any of the grounds mentioned in clause 195 [Defective Goods], Transnet may cancel this Agreement or Purchase Order in so far as it relates to the unexecuted work or the undelivered or rejected portion of the Goods, and in such event, the supply of the remaining portion shall remain subject in all respects to these conditions. 21 NON CONFORMANCE OF GOODS 21.1 In the case of Goods manufactured for and procured by Transnet from the Supplier in terms of this Agreement, being found not to conform to the Transnet standards, specifications and requirements, Transnet at any time may be entitled to raise a Non Conformance Report (NCR) against a Supplier whose Goods do not conform to Transnet standards, specifications and requirements directing the Supplier to investigate and remedy the non-conformance within the stipulated time frame as may be determined by Transnet at its discretion. 21.2 Failure by the Supplier to fully comply with NCR within the period stated in sub-clause 26.1 above, shall entitle Transnet to further conditions to which the Supplier must discharge in order to close the NCR or to terminate the order without giving the Supplier written notice of termination in terms of this Agreement. 22 RIGHTS ON CANCELLATION 22.1 If this Agreement or Purchase Order is cancelled in whole or in part in terms of clause 206 [Totalor PartialFailuretoPerform], Transnet may execute or complete this Agreement with any other entity and do so on such terms as it may deem proper, or may procure other comparable Goods/Services in substitution for those neglected to be manufactured or supplied or rejected as aforesaid, and may recover from the Supplier the difference between the cost of such Goods/Services and the Price [if Transnet Agreement No TE/2024/11/0008/84535/RFQ of 30 Agreement between Transnet Engineering and the latter was lower] as well as any costs and expenses [including any additional transport costs] which Transnet may have had to incur in consequence of the Supplier’s default. 22.2 Any amount which may be recoverable from the Supplier/Service Provider in terms of clause 22.1 above, without prejudice to any other legal remedies available to Transnet, may be deducted in whole or in part from any monies in the hands of Transnet and due for payment to the Supplier/Service Provider. 23 BREACH AND TERMINATION 23.1 Termination in accordance with clause 6 [Term and Cancellation] shall not prejudice or affect any right of action or remedy which shall have accrued or shall thereafter accrue to either Party and all provisions which are to survive this Agreement or impliedly do so shall remain in force and in effect. 23.2 On termination of this Agreement or a Work Order, the Service Provider will immediately deliver up, and procure that its Personnel will immediately deliver up to Transnet, all Deliverables and property belonging to Transnet [or, in the event of termination of a Work Order, such as is relevant to that Work Order] which may be in the possession of, or under the control of the Service Provider, and certify to Transnet in writing that this has been done. 23.3 To the extent that any of the Deliverables and property referred to in clause 23.2 above are in electronic form and contained on non-detachable storage devices, the Service Provider will provide Transnet with unencrypted copies of the same on magnetic media and will irretrievably destroy and delete copies so held. 23.4 In the event that this Agreement is terminated by the Service Provider under clause Error! Reference source not found. [Term and Cancellation], or in the event that a Work Order is terminated by Transnet under clause Error! Reference source not found.9 [Breach and Consequences of Termination], Transnet will pay to the Service Provider all outstanding Fees [apportioned on a pro rata basis] relating to the work undertaken by the Service Provider up until the date of such termination. Transnet will also pay the costs of any goods and materials ordered by the Service Provider in relation to the such work for which the Service Provider has paid or is legally obliged to pay, in which case, on delivery of such goods or materials, the Service Provider will promptly deliver such goods and materials to Transnet or as it may direct. 23.5 If either Party [the Defaulting Party] commits a material breach of this Agreement and fails to remedy such breach within 30 [thirty] calendar days of written notice thereof, the other Party [hereinafter the Aggrieved Party], shall be entitled, in addition to any other rights and remedies that it may have in terms of this Agreement, to terminate this Agreement forthwith without any liability and without prejudice to any claims which the Aggrieved Party may have for damages against the Defaulting Party. 23.6 Either Party may terminate this Agreement forthwith by notice in writing to the other Party when the other Party is unable to pay its debts as they fall due or commits any act or omission which would be an act of insolvency in terms of the Insolvency Act, [as amended from time to time], or if any action, application or proceeding is made with regard to it for

a voluntary arrangement or composition or reconstruction of its debts;

its winding-up or dissolution;

the appointment of a liquidator, trustee, receiver, administrative receiver or similar officer;

any similar action, application or proceeding in any jurisdiction to which it is subject. Transnet Agreement No TE/2024/11/0008/84535/RFQ of 30 Agreement between Transnet Engineering and 23.7 Transnet may terminate this Agreement at any time within 2 [two] months of becoming aware of a change of control of the Supplier/Service Provider by notice in writing to the Supplier/Service Provider. For the purposes of this clause, control means the right to direct the affairs of a company whether by ownership of shares, membership of the board of directors, agreement or otherwise. 23.8 Notwithstanding this clause 239, Transnet may cancel this Agreementwithout cause by giving 30 [thirty] calendar days prior written notice thereof to the Supplier/Service Provider, or 23.9 The provisions of clauses 2 [Definitions], 162 [Warranties], 228 [Rights on Cancellation], 263 [Confidentiality], 295 [Limitation of Liability], 36 [Intellectual Property Rights], 339 [Dispute Resolution]and 37.1 [GoverningLaw]shall survive termination or expiry of this Agreement. 24 CESSIONS AND ASSIGNMENTS AS PER NT INSTRUCTION NOTE /2023 24.1 The Supplier is not allowed to cede its rights for payment in terms of this Agreement without prior written approval from Transnet. Cession shall only be applicable as follows

Cession must only be applicable to the transfer of right to payment for goods delivered by a Supplier to an FSP or State Institutions;

The written request for cession must be by the Supplier and not a third party; and

The written request by the Supplier must be accompanied by the cession agreement. 24.2 The Supplier is prohibited from transferring its rights and obligations to perform under this contract. Assignments are against the principles of section 217 of the Constitution mainly, fairness, transparency and competitiveness. 25 FORCE MAJEURE 25.1 Neither Party shall have any claim against the other Party arising from any failure or delay in the performance of any obligation of either Party under this Agreement caused by an act of force majeure such as acts of God, fire, flood, war, lockout, government action, laws or regulations, terrorism or civil disturbance, defaults or other circumstances or factors beyond the reasonable control of either Party, and to the extent that the performance of obligations of either Party hereunder is delayed by virtue of the aforegoing, any period stipulated for any such performance shall be reasonably extended. Transnet may however rely on strikes, industrial dispute and riots as a ground of force majeure. 25.2 Each Party will take all reasonable steps by whatever lawful means that are available to resume full performance as soon as practicable and will seek agreement to modification of the relevant provisions of this Agreement in order to accommodate the new circumstances caused by the act of forcemajeure. If a Party fails to agree with such modifications proposed by the other Party within 90 [ninety] calendar days of the act of force majeure first occurring, either Party may thereafter terminate this Agreement with immediate notice. 26 PROTECTION OF PERSONAL INFORMATION

The following terms shall bear the same meaning as contemplated in Section 1 of the Protection of Personal Information Act (“POPIA”): consent; person; personal information; processing; record; Regulator as well as any terms derived from these terms of the POPIA

Transnet will process all information by the Respondent in terms of the requirements contemplated in Section 4(1) of the POPIA: Transnet Agreement No TE/2024/11/0008/84535/RFQ of 30 Agreement between Transnet Engineering and Accountability; Processing limitation; Purpose specification; Further processing limitation; Information quality; Openness; Security safeguards and Data subject participation.

Transnet agrees that in submitting any information or documentation requested in the RFP and in this Agreement, the Supplier consents to the processing of their personal information for the purpose of, but not limited to, risk assessment, contract award, contract management, auditing, legal opinions/litigation, investigations (if applicable), document storage for the legislatively required period, destruction, de-identification and publishing of personal information by Transnet and/or its authorised appointed third parties.

The Parties agree that they may obtain and have access to personal information for the fulfilment of the rights and obligations contained herein. In performing the obligations as set out in this Agreement, the Parties shall at all times ensure that

they process personal information only for the express purpose for which it was obtained; ii. once processed for the purposes for which it was obtained, all personal information will be destroyed to an extent that it cannot be reconstructed to its original form, subject to any legal retention requirements; iii. Personal information is provided only to authorised personnel who strictly require the personal information to carry out the Parties’ respective obligations under this Agreement; iv. they do not disclose personal information of the other Party, other than in terms of this Agreement;

B-BBEE Details: ....................................................... 8

8 transnet’s obligations................................................................................................................ 8

9 general obligations of the supplier/service provider ........................................................... 8

10 subcontracting .......................................................................................................................... 10

11 payment to sub-contractors .................................................................................................... 11

12 b-bbee and socio-economic obligations .................................................................................. 11

13 penalties ..................................................................................................................................... 12

14 invoices and payment................................................................................................................. 14

15 price adjustments ...................................................................................................................... 15

16 warranties applicable to goods .............................................................................................. 16

17 third party indemnity ............................................................................................................... 16

18 inspection applicable to goods ............................................................................................... 16

19 defective goods ......................................................................................................................... 17

20 total or partial failure to perform ...............................................

2.10 Data means all data, databases, documents, information, graphics, text or other material in an

electronic or tangible medium which the Parties to this Agreement generate, collect, process, store

or transmit in relation to their business;

2.11 Designs mean registered Designs and/or Design applications and will include the monopoly right

granted for the protection of an independently created industrial design including designs dictated

essentially by technical or functional considerations as well as topographies of integrated circuits

and integrated circuits;

2.12 Expiry Date means the last day of the lead-time period offered by the bidder;

2.13 Foreground Intellectual Property means all Intellectual Property developed by either Party

pursuant to this Agreement;

2.14 Goods means Various Diesel Locomotive Components, the material / products specified in the

Schedule of Requirements appended as Schedule 1 hereto;

2.15 ICC Incoterms means the the latest version of commercial trade terms as published by the

International Chamber of Commerce, Paris [ICC], which are otherwise referred to as purchase terms

and which define precisely the responsibilities, costs and risks of the buyer [Transnet] and the

seller [the Supplier]. Incoterms are only applicable to contracts involving the import or export of

6.1 Notwithstanding the date of signature hereof, the Commencement Date of this Agreement is

............ and the duration shall be for a one-off period, expiring on last day of the lead-time

period offered by the bidder, unless:

a) this Agreement is terminated by either Party in accordance with the provisions incorporated

herein or in any schedules or annexures appended hereto, or otherwise in accordance with

law or equity; or

b) this Agreement is extended at Transnet’s option for a further period to be agreed by the

9.1 The Supplier/Service Provider shall:

a) respond promptly to all complaints and enquiries from Transnet;

b) inform Transnet immediately of any dispute or complaint arising in relation to the storage or

delivery of the Goods;

c) conduct its business in a professional manner which will reflect positively upon the

Supplier/Service Provider and the Supplier’s/Service Provider’s products/services;

d) keep full records clearly indicating all transactions concluded by the Supplier/Service Provider

relating to the delivery of the Goods/Services and keep such records for at least 5 [five]

years from the date of each such transaction;

e) obtain, and at all times maintain in full force and effect, any and all licences, permits and the

like required under applicable laws for the provision of the Goods/Services and ancillary

Services and the conduct of the business and activities of the Supplier/Service Provider;

f) observe and ensure compliance with all requirements and obligations as set out in the labour

and related legislation of South Africa, including the Occupational Health and Safety Act, , as may be amended from time to time;

Transnet Agreement No TE/2024/11/0008/84535/RFQ of 30

but not limited to, risk assessment, contract award, contract management, auditing, legal

opinions/litigation, investigations (if applicable), document storage for the legislatively required period,

destruction, de-identification and publishing of personal information by Transnet and/or its authorised

appointed third parties.

d) The Parties agree that they may obtain and have access to personal information for the fulfilment of

the rights and obligations contained herein. In performing the obligations as set out in this Agreement,

the Parties shall at all times ensure that:

i. they process personal information only for the express purpose for which it was obtained;

ii. once processed for the purposes for which it was obtained, all personal information will be

destroyed to an extent that it cannot be reconstructed to its original form, subject to any legal

retention requirements;

iii. Personal information is provided only to authorised personnel who strictly require the personal

information to carry out the Parties’ respective obligations under this Agreement;

iv. they do not disclose personal information of the other Party, other than in terms of this

Agreement;

v. they have all reasonable technical and organisational measures in place to protect all personal

information from unauthorised access and/or use;

vi. they have appropriate technical and organisational measures in place to safeguard the security,

integrity and authenticity of all information in their possession or under their control in terms of

this Agreement;

vii. they identify all reasonably foreseeable internal and external risks to personal information in

their possession or under their control; establish and maintain appropriate safeguards against

the risks identified; regularly verify that the safeguards are effectively implemented; and ensure

that the safeguards are continually updated in response to new risks or deficiencies in previously

implemented safeguards;

viii. such personal information is protected against unauthorised or unlawful processing, accidental

loss, destruction or damage, alteration, disclosure or access.

26.1 The Parties agree that if personal information will be processed for additional purposes beyond the

original purpose for which it was obtained, explicit consent must be obtained beforehand from those

persons whose information will be subject to such processing.

26.2 Should it be necessary for either Party to disclose or otherwise make available the personal

information to any third party (including sub-contractors and employees) that is not already

consented to, it may do so only with the prior written consent of the other Party. The Party

requiring such consent shall require of all such third parties, appropriate written undertakings to be

provided, containing similar terms to that set forth in this clause, and dealing with that third party's

obligations in respect of its processing of the personal information. Following approval by the other

35.1 The Parties hereby confirm that this Agreement constitutes the whole and only agreement between

them with regard to the subject matter of this Agreement.

35.2 The Parties hereby confirm that this Agreement replaces all other agreements which exist or may

have existed in any form whatsoever between them, with regard to the subject matter dealt with in

this Agreement, any annexures appended hereto and the Schedule of Requirements/Work Order.

(or any of its members, directors, partners or trustees) appear on the Register of Tender Defaulters kept

by National Treasury, or who have been placed on National Treasury’s List of Restricted Suppliers. Transnet

reserves the right to withdraw an award, or cancel a contract concluded with a Bidder should it be

established, at any time, that a bidder has been restricted with National Treasury by another government

institution.

33.1 Should any dispute of whatsoever nature arise between the Parties concerning this Agreement, the

Parties shall try to resolve the dispute by negotiation within 10 [ten] Business Days of such dispute

arising.

33.2 If the dispute has not been resolved by such negotiation, either of the Parties may refer the dispute

to AFSA and notify the other Party accordingly, which proceedings shall be held in Johannesburg.

33.3 Such dispute shall be finally resolved in accordance with the rules of AFSA by an arbitrator or

arbitrators appointed by AFSA.

33.4 This clause constitutes an irrevocable consent by the Parties to any proceedings in terms hereof,

and neither of the Parties shall be entitled to withdraw from the provisions of this clause or claim at

any such proceedings that it is not bound by this clause 33.

33.5 This clause 339 is severable from the rest of this Agreement and shall remain in effect even if this

Agreement is terminated for any reason.

33.6 This clause 339 shall not preclude either Party from seeking urgent relief in a court of appropriate

jurisdiction, where grounds for urgency exist.

34 addresses for notices

34.1 The Parties to this Agreement select the physical addresses and fax numbers, as detailed hereafter,

as their respective addresses for giving or sending any notice provided for or required in terms of

this Agreement, provided that either Party shall be entitled to substitute such other address or fax

number, as may be, by written notice to the other:

a) Transnet

(i) For legal notices: Attention: Legal Department

Azwitamisi Mudau

Executive Manager: Legal Services

Cnr Lynette and Koedoespoort

Koedoespoort Road

Pretoria

E-mail: [email protected]

Attention: Transnet Engineering Legal Department

(ii) For commercial notices: Attention: Contracts Department

Mpho Ntjoboko

[email protected]

Attention: Contracts Department

b) The Supplier

(i) For legal notices: Attention:............................................

Tel: .....................................................

Email: ..................................................

(ii) For commercial notices: Attention: ...........................................

Tel: .................................................

Email: ...................................................

Transnet Agreement No TE/2024/11/0008/84535/RFQ of 30

Agreement between Transnet Engineering and

34.2 Any notice shall be addressed to a Party at its physical address, or delivered by hand, or sent by fax

or email.

34.3 Any notice shall be deemed to have been given:

a) if hand delivered, on the day of delivery;

b) if faxed, on the date and time of sending of such fax, as evidenced by a fax confirmation

printout, provided that such notice shall be confirmed by prepaid registered post on the date

of dispatch of such fax, or, should no postal facilities be available on that date, on the next

Business Day; or

c) if sent by email, on the date and time received, provided that such notice shall be confirmed

by prepaid registered post on the date of dispatch of such email, or, should no postal

facilities be available on that date, on the next Business Day.

35 whole and only agreement

35.1 The Parties hereby confirm that this Agreement constitutes the whole and only agreement between

them with regard to the subject matter of this Agreement.

35.2 The Parties hereby confirm that this Agreement replaces all other agreements which exist or may

have existed in any form whatsoever between them, with regard to the subject matter dealt with in

this Agreement, any annexures appended hereto and the Schedule of Requirements/Work Order.

36 amendment and change control

36.1 Any amendment or change of any nature made to this Agreement and the Schedule of

Requirements thereof shall only be valid if it is in writing, signed by both Parties and added to this

Agreement as an addendum hereto. In this regard a Change Notice must first be defined and issued

by the requesting Party. A Change Notice Response must then be issued by responding Party. A

formal approval of the Change Request will then trigger the issue of the addendum to this

Agreement.

36.2 In the event the Parties cannot agree upon changes, the Parties shall in good faith seek to agree

any proposed changes using the dispute resolution procedures in clause 339 [DisputeResolution].

37 general

37.1 Governing Law

This Agreement is exclusively governed by and construed in accordance with the laws of the

Republic of South Africa and is subject to the jurisdiction of the courts of the Republic of South

Africa.

37.2 Change of Law

In this Agreement, unless the context otherwise requires, references to a statutory provision include

references to that statutory provision as from time to time amended, extended or re-enacted and

any regulations made under it, provided that in the event that the amendment, extension or re-

enactment of any statutory provision or introduction of any new statutory provision has a material

impact on the obligations of either Party, the Parties will negotiate in good faith to agree such

amendments to this Agreement as may be appropriate in the circumstances. If, within a reasonable

period of time, the Supplier/Service Provider and Transnet cannot reach agreement on the nature of

the changes required or on modification of Prices, delivery schedules, warranties, or other terms

Transnet Agreement No TE/2024/11/0008/84535/RFQ of 30

Agreement between Transnet Engineering and

and conditions, either Party may seek to have the matter determined in accordance with clause 339

[DisputeResolution] above.

37.3 Counterparts

This Agreement may be signed in any number of counterparts, all of which taken together shall

constitute one and the same instrument. Either Party may enter into this Agreement by signing any

such counterpart.

38 database of restricted supplier

The process of restriction is used to exclude a company/person from conducting future business with

Transnet and other organs of state for a specified period. No Bid shall be awarded to a Bidder whose name

(or any of its members, directors, partners or trustees) appear on the Register of Tender Defaulters kept

by National Treasury, or who have been placed on National Treasury’s List of Restricted Suppliers. Transnet

reserves the right to withdraw an award, or cancel a contract concluded with a Bidder should it be

established, at any time, that a bidder has been restricted with National Treasury by another government

institution.

Thus signed by the Parties and witnessed on the following dates and at the following places:

For and on behalf of For and on behalf of

TRANSNET soc ltd

duly authorised hereto duly authorised hereto

Name: Name:

Position: Position:

Signature: Signature:

Date: Date:

Place: Place:

As witness: as witness:

Name: Name:

Signature: Signature:

As witness: as witness:

Name: Name:

Signature: Signature:

Transnet Agreement No TE/2024/11/0008/84535/RFQ of 30

1 introduction ................................................................................................................................ 3

2 definitions .................................................................................................................................... 3

3 interpretation ............................................................................................................................. 6

4 nature and scope ......................................................................................................................... 6

5 authority of parties ................................................................................................................... 7

6 duration/term and cancellation ............................................................................................... 7

7 risk management .......................................................................................................................... 8

8 transnet’s obligations................................................................................................................ 8

9 general obligations of the supplier/service provider ........................................................... 8

10 subcontracting .......................................................................................................................... 10

11 payment to sub-contractors .................................................................................................... 11

12 b-bbee and socio-economic obligations .................................................................................. 11

13 penalties ..................................................................................................................................... 12

14 invoices and payment................................................................................................................. 14

15 price adjustments ...................................................................................................................... 15

16 warranties applicable to goods .............................................................................................. 16

17 third party indemnity ............................................................................................................... 16

18 inspection applicable to goods ............................................................................................... 16

19 defective goods ......................................................................................................................... 17

20 total or partial failure to perform ....................................................................................... 18

21 non conformance of goods ...................................................................................................... 18

22 rights on cancellation ............................................................................................................. 18

23 breach and termination ............................................................................................................ 19

24 cessions and assignments as per nt instruction note /2023 ............................... 20

25 force majeure ............................................................................................................................. 20

26 protection of personal information ...................................................................................... 20

27 confidentiality .......................................................................................................................... 22

28 insurances .................................................................................................................................. 24

29 limitation of liability ............................................................................................................... 25

30 intellectual property rights ................................................................................................... 25

31 non-waiver .................................................................................................................................. 27

32 partial invalidity ....................................................................................................................... 27

33 dispute resolution .................................................................................................................... 28

34 addresses for notices ............................................................................................................... 28

35 whole and only agreement ....................................................................................................... 29

36 amendment and change control .............................................................................................. 29

37 general ........................................................................................................................................ 29

38 database of restricted supplier .............................................................................................. 30

Transnet Agreement No TE/2024/11/0008/84535/RFQ of 30

meaning assigned thereto in this clause, except where the context clearly requires otherwise:

2.1 AFSA means the Arbitration Foundation of South Africa;

2.2 Agreement means this Agreement and its associated schedules and/or annexures and/or

appendices, and/or schedules, including the Schedule of Requirements/Work Orders, the technical

specifications for the Goods and such special conditions as shall apply to this Agreement, together

with the General Tender Conditions and any additional provisions in the associated bid documents

tendered by the Supplier [as agreed, in writing, between the Parties], which collectively and

exclusively govern the supply of Goods and provision of ancillary Services by the Supplier to

Transnet;

2.3 Assignment refers to the transfer of rights and obligations in a contract from an assigner to an

assignee.

2.4 Background Intellectual Property means all Intellectual Property introduced and required by

either Party to give effect to their obligations under this Agreement owned in whole or in part by or

licensed to either Party or their affiliates prior to the Commencement Date or developed after the

Commencement Date otherwise pursuant to this Agreement;

2.5 Business Day(s) means Mondays to Fridays between 07:30 and 16:00, excluding public holidays

as proclaimed in South Africa;

2.6 Cession refers to the transfer of only the rights a service provider has in terms of a contract from it

to a third party.

2.7 Commencement Date means .........................., notwithstanding the signature date of this

Agreement;

Transnet Agreement No TE/2024/11/0008/84535/RFQ of 30

2.8 Confidential Information means any information or other data, whether in written, oral, graphic

or in any other form such as in documents, papers, memoranda, correspondence, notebooks,

reports, drawings, diagrams, discs, articles, samples, test results, prototypes, designs, plans,

formulae, patents, or inventor’s certificates, which a Party discloses or provides to the other Party

[intentionally or unintentionally, or as a result of one Party permitting the representative of the

other Party to visit any of its premises], or which otherwise becomes known to a Party, and which is

not in the public domain and includes, without limiting the generality of the term:

a) information relating to methods of operation, data and plans of the disclosing Party;

b) the contents of this Agreement;

c) private and personal details of employees or clients of the disclosing Party or any other

person where an onus rests on the disclosing Party to maintain the confidentiality of such

information;

d) any information disclosed by either Party and which is clearly marked as being confidential or

secret;

e) information relating to the strategic objectives and planning of the disclosing Party relating to

its existing and planned future business activities;

f) information relating to the past, present and future research and development of the

disclosing Party;

g) information relating to the business activities, business relationships, products, services,

customers, clients and Subcontractors of the disclosing Party where an onus rests on the

disclosing Party to maintain the confidentiality of such information;

h) information contained in the software and associated material and documentation belonging

to the disclosing Party;

i) technical and scientific information, Know-How and trade secrets of a disclosing Party

including inventions, applications and processes;

j) Copyright works;

k) commercial, financial and marketing information;

l) data concerning architecture, demonstrations, tools and techniques, processes, machinery

and equipment of the disclosing Party;

m) plans, designs, concepts, drawings, functional and technical requirements and specifications

of the disclosing Party;

n) information concerning faults or defects in Goods, equipment, hardware or software or the

incidence of such faults or defects; and

o) information concerning the charges, fees and/or costs of the disclosing Party or its

authorised Subcontractors, or their methods, practices or service performance levels actually

achieved;

2.9 Copyright means the right in expressions, procedures, methods of operations or mathematical

concepts, computer program codes, compilations of data or other material, literary works, musical

works, artistic works, sound recordings, broadcasts, program carrying signals, published editions,

photographic works, or cinematographic works of the copyright owner to do or to authorise the

doing of certain acts specified in respect of the different categories of works;

Transnet Agreement No TE/2024/11/0008/84535/RFQ of 30

the designated Incoterm as stipulated in Schedule 1 hereto. Further details of the Incoterm

[purchase terms] for this Agreement, if applicable, can be viewed at the International Business

Training website - http://www.i-b-t.net/incoterms.html;

2.16 Intellectual Property means Patents, Designs, Know-How, Copyright and Trade Marks and all

rights having equivalent or similar effect which may exist anywhere in the world and includes all

future additions and improvements to the Intellectual Property;

2.17 Know-How means all Confidential Information of whatever nature relating to the Intellectual

Transnet’s field of technology, including technical information, processing or manufacturing

techniques, Designs, specifications, formulae, systems, processes, information concerning materials

and marketing and business information in general;

2.18 Parties mean the Parties to this Agreement together with their subsidiaries, divisions, business

units, successors-in-title and assigns;

2.19 Party means either one of these Parties;

2.20 Patents mean registered Patents and Patent applications, once the latter have proceeded to grant,

and includes a right granted for any inventions, products or processes in all fields of technology;

2.21 Permitted Purpose means any activity or process to be undertaken or supervised by a Staff

member of one Party during the term of this Agreement, for which purpose authorised disclosure of

the other Party’s Confidential Information or Intellectual Property is a prerequisite in order to enable

such activity or process to be accomplished;

2.22 Price(s) means the agreed Price(s) for the Goods to be purchased from the Supplier by Transnet,

as detailed in the Schedule of Requirements, issued in accordance with this Agreement, as amended

by mutual agreement between the Parties and in accordance with the terms and conditions in this

Agreement from time to time;

2.23 Purchase Order(s) means official orders issued by an operating division of Transnet to the

Supplier for the supply of Goods or Services;

Transnet Agreement No TE/2024/11/0008/84535/RFQ of 30

for any purpose or in any form whatsoever.

5.2 Neither Party shall be entitled to, or have the power or authority to:

a) enter into an agreement in the name of the other; or

b) give any warranty, representation or undertaking on the other's behalf; or

c) create any liability against the other or bind the other’s credit in any way or for any purpose

whatsoever.

6.2 Notwithstanding clause 239 [Breach and Termination], either Party may cancel this Agreement

without cause by giving 30 [thirty] calendar days prior written notice thereof to the other Party,

provided that in such instance, this Agreement will nevertheless be applicable in respect of all

information is subject to any internal security rules and requirements and subject to the observance

by the Supplier/Service Provider of its confidentiality obligations under this Agreement.

8.2 The Supplier/Service Provider shall give Transnet reasonable notice of any information it requires.

8.3 Transnet agrees to provide the Supplier/Service Provider or its Personnel such access to and use of

its facilities as is necessary to allow the Supplier/Service Provider to perform its obligations under

this Agreement.

fail to present Transnet with such renewals as they become due, Transnet shall be entitled,

in addition to any other rights and remedies that it may have in terms of the Agreement, to

terminate this Agreement forthwith without any liability and without prejudice to any claims

which Transnet may have for damages against the Supplier/Service Provider.

9.2 The Supplier/Service Provider acknowledges and agrees that it shall at all times:

a) render the supply of the Goods/Services and ancillary Services (if applicable) and perform all

its duties with honesty and integrity;

b) communicate openly and honestly with Transnet regarding the supply and performance of

the Goods/Services and demonstrate a commitment to effecting the supply and performing

ancillary Services timeously, efficiently and at least to the required standards;

c) endeavour to provide the highest possible standards of service and workmanship, with a

reasonable degree of care and diligence;

d) use its best endeavours and make every diligent effort to meet agreed deadlines;

e) treat its own Staff, as well as all Transnet’s Staff, with fairness and courtesy and respect for

their human rights;

f) practice and promote its own internal policies aimed at prohibiting and preventing unfair

discrimination;

g) treat all enquiries from Transnet in connection with the supply of the Goods/Services and/or

ancillary Services with courtesy and respond to all enquiries promptly and efficiently. Where

the Supplier/Service Provider is unable to comply with the provisions of this clause, the

j) not accept or offer, nor allow, induce or promote the acceptance or offering of any gratuity,

enticement, incentive or gift that could reasonably be regarded as bribery or an attempt to

otherwise exert undue influence over the recipient;

k) not mislead Transnet or its officers, employees and stakeholders, whether by act or

omission;

l) not otherwise act in an unethical manner or do anything which could reasonably be expected

to damage or tarnish Transnet’s reputation or business image;

m) immediately report to Transnet any unethical, fraudulent or otherwise unlawful conduct of

which it becomes aware in connection with Transnet or the supply of Goods/Services or

ancillary Services to Transnet;

n) ensure that at all times, during the currency of this Agreement, it complies with all

obligations and commitments in terms of the provisions of the Income Tax Act, No , the VAT Act or any other tax legislation relating to their liability for Income Tax, VAT,

Clearance Compliance, for the duration of this Agreement;

o) not victimise, harass or discriminate against any employee of either Party to this Agreement

or any applicant for employment with either Party to this Agreement due to their gender,

race, disability, age, religious belief, sexual orientation or part-time status. This provision

applies, but is not limited to employment, upgrading, work environment, demotion, transfer,

recruitment, recruitment advertising, termination of employment, rates of pay or other forms

of compensation and selection for training.

p) shall ensure that its employees, agents and Subcontractors will not breach any applicable

discrimination legislation and any amendments and re-enactments thereof.

9.3 In compliance with the National Railway Safety Regulator Act, , as may be amended from

time to time, the Supplier shall ensure that the Goods/Services and ancillary Services, to be supplied

to Transnet under the terms and conditions of this Agreement, comply fully with the Specifications

as set forth in Schedule 1 hereto, and shall thereby adhere [as applicable] to railway safety

requirements and/or regulations. Permission for the engagement of a Subcontractor by the Supplier,

as applicable, shall be subject to a review of the capability of the proposed Subcontractor to comply

with the specified railway safety requirements and/or regulations. The Supplier and/or its

11.1 Transnet reserves the right, in its sole discretion, to make payment directly to the sub-contractor of

the Supplier, subject to the following conditions:

a) Receipt of an undisputed invoice from the sub-contractor; and

b) Receipt of written confirmation from the Supplier Provider that the amounts claimed by the

sub-contractor are correct and that the services for which the sub-contractor has requested

payment were rendered to the satisfaction of the Supplier, against the required standards.

11.2 Nothing contained in this clause must be interpreted as bestowing on any sub-contractor a right or

legitimate expectation to be paid directly by Transnet. Furthermore, this clause does not bestow any

right or legitimate expectation on the Supplier to demand that Transnet pay its sub-contractor

directly. The decision to pay any sub-contractor directly, remains that of Transnet alone.

11.3 The Supplier remains liable for its contractual obligations under the Agreement, including all services

rendered by the sub-contractor.

11.4 This clause does not establish any contractual relationship between Transnet and any sub-contractor

of the Supplier, whatsoever.

13.1 Penalties for Non-compliance to Service Level Agreement

The Supplier guarantees that it will achieve a 95% [ninety-five per cent] service level on the

following measures:

a) Random checks on compliance with quality/quantity/specifications

b) On-time delivery

• If the supplier does not achieve this level as an average over each quarter, Transnet will

receive a 1.5% [one and a half per cent] rebate on quarterly sales payable in the next

quarter

• The Supplier must provide a telephone number for customer service calls. Failure of the

cancel the contract in whole, without penalty to Transnet, giving 30 [thirty] calendar days’

notice to the Supplier of its intention to do so.

13.2 Non-compliance penalties for subcontracting

a) Breach of subcontracting obligations provides Transnet cause to terminate the contract in

certain cases where there is a material Non-compliance.

b) If the Supplier fails to achieve its subcontracting commitments as per their bid submission

(“a Non-Compliance”), the Supplier shall pay a Non-Compliance penalty (“Non-compliance

Penalty”) to Transnet in respect of such Non-compliance.

c) Such penalty shall be calculated based on the difference in value between the committed

and delivered subcontracting value (i.e. 100% of the undelivered subcontracting value) plus

an additional 10% (ten per cent) of such difference.

e) A Non-compliance Penalty Certificate shall be prima facie proof of the matters to which it

relates. If the Supplier disputes any of the amounts set out in a Non-compliance Penalty

Certificate:

• the dispute shall be resolved in accordance with the provisions of the Agreement; and
• if pursuant to that referral, it is determined that the Supplier owes any amount to

such amount to Transnet within 10 (ten) Business Days of the determination made

pursuant to such determination and an accompanying valid Tax Invoice.

i) The Non Compliance Penalties set forth in this Clause are stated exclusive of VAT. Any VAT

payable on Non Compliance Penalties will be for the account of the Supplier.

13.3 Non-compliance penalties for Job Creation

a) Breach of job creation obligations provides Transnet cause to terminate the contract in

certain cases where there is a material Non-compliance.

b) If the Supplier fails to achieve its job creation commitments as per their bid submission (“a

Non-Compliance”), the Supplier shall pay a Non-Compliance penalty (“Non-compliance

Penalty”) to Transnet in respect of such Non-compliance.

c) Such penalty shall be calculated based on the difference between the committed and

delivered jobs. For every job not created, a penalty of 2% of the contract value will be

applied.

d) If any Non-compliance Penalty arises, the Supplier Development Manager shall issue a Non-

compliance Penalty Certificate 90 business days before the expiry of the contract indicating

the Non-compliance Penalties which have accrued during that period.

e) A Non-compliance Penalty Certificate shall be prima facie proof of the matters to which it

relates. If the Supplier disputes any of the amounts set out in a Non-compliance Penalty

Certificate:

• the dispute shall be resolved in accordance with the provisions of the Agreement; and

Transnet Agreement No TE/2024/11/0008/84535/RFQ of 30

such amount to Transnet within 10 (ten) Business Days of the determination made

pursuant to such determination and an accompanying valid Tax Invoice.

14.2 Transnet shall pay such amounts to the Supplier upon receipt of a valid and undisputed Tax

appended hereto, once the valid and undisputed Tax Invoices or such portions of the Tax Invoices

which are valid and undisputed become due and payable to the Supplier for the delivery of the

Goods/Services ordered, in terms of clause 14.5 below.

14.3 Transnet may, pending an investigation, withhold any payments to the Supplier, in the case where

irregular expenditure has been identified in the particular contract and that there is reasonable

suspicion that the Supplier is involved or was aware that the contract transgressed any legislation.

14.4 All Prices set out in this Agreement and the Schedule of Requirements hereto are to be indicated

inclusive and exclusive of VAT, which will be payable at the applicable rate in ZAR.

14.5 Unless otherwise provided for in the Schedule of Requirements appended to this Agreement, Tax

end statement shall be made by Transnet within 30 [thirty] calendar days after date of receipt by

Transnet of the Supplier’s statement together with the relevant valid and undisputed Tax

Invoice(s) and supporting documentation.

14.6 Where the payment of any Tax Invoice, or any part of a Tax Invoice which is not in dispute, is not

made in accordance with this clause, the Supplier shall be entitled to charge interest on the

outstanding amount, at The Standard Bank of South Africa’s prime rate of interest in force, for the

period from the due date of payment until the outstanding amount is paid.

Transnet Agreement No TE/2024/11/0008/84535/RFQ of 30

times on request and such records may, at Transnet's option, be audited by Transnet or its

designated representatives.

15.4 Should Transnet and the Supplier fail to reach an agreement on Price for the successive period,

either Party shall be entitled to submit this matter to dispute resolution in accordance with clause

39 of the Master Agreement [Dispute Resolution].

15.5 If during the period of this Agreement Transnet can purchase similar Goods of a like quality from

another supplier at a total delivered cost to a Transnet facility that is lower than the total delivered

cost of the Goods purchased hereunder from the Supplier, Transnet may notify the Supplier of

such total delivered cost and the Supplier shall have an opportunity to adjust the Price of the

to Transnet, within 30 [thirty] calendar days of such notice. If the Supplier fails to do so or

cannot legally do so, Transnet may (i) purchase the Goods from such other supplier in which case

the obligations, including, but not limited to, any purchase and sale requirements and/or

commitments, if any, of Transnet and the Supplier hereunder shall be reduced accordingly; (ii)

terminate this Agreement without any penalty, liability or further obligation; or (iii) continue

purchases under this Agreement.

15.6 If during the period of this Agreement the Supplier sells any materials which are the same as,

equivalent to, or substantially similar to the Goods herein, at a total delivered cost to a third party

lower than the total delivered cost to a Transnet facility, then the Supplier has an opportunity to

adjust its Price for the Goods purchased hereunder within 30 [thirty] calendar days so that the

do so or cannot legally do so, Transnet may (i) purchase the Goods/Services from any other such

supplier, in which case the obligations, including, but not limited to, any purchase and sale

requirements and/or commitments, if any, of Transnet and the Supplier hereunder shall be

reduced accordingly; or (ii) terminate this Agreement without any penalty, liability or further

obligation. Within 30 [thirty] calendar days of the Commencement Date of this Agreement or at

Transnet Agreement No TE/2024/11/0008/84535/RFQ of 30

16.1 pursuant to clause 9.3 [General Obligations of the Supplier], the Goods will be manufactured in

accordance with the specifications appended hereto at Schedule 1, or the manufacturer’s

specifications, as agreed in writing by both Parties;

16.2 the execution and performance of this Agreement by the Supplier does not infringe any rights of a

third party or breach any obligation of the Supplier to any third party; and

16.3 it has taken all reasonable precautions to ensure that, in the event of a disaster, the impact of

such disaster on the ability of the Supplier to comply with its obligations under this Agreement will

be reduced to the greatest extent possible, and that the Supplier shall ensure that it has

appropriate, tested and documented recovery arrangements in place.

the port of shipment, as specified in this Agreement, only as regards outward condition of

packages and Transnet retains the right to reject the Goods supplied, on or after arrival at the

place to which they are consigned, or after they have been placed in use in South Africa, should

they be found defective.

19.2 If Goods are rejected owing to latent defects becoming apparent during machining operations or

other preparation necessary on the part of Transnet before they can be put into use, the Supplier

shall bear all expenses incurred by Transnet in carrying out such necessary operations.

19.3 If such Goods are rejected, the Supplier will pay the following costs:

a) for Goods purchased in South Africa on an ex works basis, the cost of transport from the

Supplier’s works in South Africa to the named destination where the Goods have been

rejected by Transnet, plus handling charges and storage, if leviable; or

b) for Goods manufactured overseas, the Supplier shall pay all replacement costs including the

overseas inland transport cost, freight and insurance charges incurred plus railage or other

inland transport costs from the South African port to the place where the Goods have been

rejected by Transnet, including handling charges, storage, landing charges, customs duty

and surcharges, if leviable.

19.4 If Transnet requires rejected Goods to be replaced, the Supplier shall, when called upon to do so,

arrange prompt replacement of the Goods within the prescribed manufacturing lead times for such

Goods, as indicated in Schedule 1.

19.5 If Goods are found to be defective but the defects are, in the opinion of Transnet, not of so

serious a nature as to warrant total rejection of the Goods, the Supplier shall, when called upon to

do so, remedy or make good such defects at its own cost, or Transnet may remedy or make good

such defects at the request of the Supplier and recover from the Supplier all costs or expenses

reasonably incurred by it in doing so.

19.6 Should the Supplier fail, when called upon to remedy or make good such defects within a

reasonable time or to request Transnet to do so, Transnet may proceed to remedy or make good

such defects and thereafter recover from the Supplier all such costs and expenses as

aforementioned.

19.7 Any amount recoverable from the Supplier in terms of this clause may, without prejudice to any

other legal remedies available to Transnet, be deducted in whole or in part from any monies in the

hands of Transnet which are due for payment to the Supplier.

Transnet Agreement No TE/2024/11/0008/84535/RFQ of 30

20.1 In the case of Goods to be specially manufactured for it, if Transnet at any time ascertains that:

a) no manufacturing of the Goods specified in a Purchase Order has commenced and there is

little or no prospect, in Transnet’s opinion, that manufacturing will commence within a

reasonable time; or

b) delivery of any of the Goods is being or is likely to be delayed beyond the promised delivery

date(s), and there is little or no prospect of the Purchase Order(s) being carried out within

reasonable adherence to the promised delivery rate(s) or time(s),

then Transnet may, irrespective of the cause of the delay, by notice to the Supplier, cancel as from

a future date specified in such notice the whole or any part of this Agreement or Purchase Order in

respect of which the Goods to be supplied have not been completed by that date, without incurring

any liability by reason of such cancellation except as provided in this clause.

20.2 The Supplier shall thereupon, as soon as possible after such date, deliver to Transnet the Goods [if

any] already completed, and payment for the part performance shall be made on a pro rata basis,

provided the uncompleted part is not an integral or essential part of the completed Goods/Services.

23.1 Termination in accordance with clause 6 [Term and Cancellation] shall not prejudice or affect any

right of action or remedy which shall have accrued or shall thereafter accrue to either Party and all

provisions which are to survive this Agreement or impliedly do so shall remain in force and in effect.

23.2 On termination of this Agreement or a Work Order, the Service Provider will immediately deliver up,

and procure that its Personnel will immediately deliver up to Transnet, all Deliverables and property

belonging to Transnet [or, in the event of termination of a Work Order, such as is relevant to that

Work Order] which may be in the possession of, or under the control of the Service Provider, and

certify to Transnet in writing that this has been done.

23.3 To the extent that any of the Deliverables and property referred to in clause 23.2 above are in

electronic form and contained on non-detachable storage devices, the Service Provider will provide

delete copies so held.

23.4 In the event that this Agreement is terminated by the Service Provider under clause Error!

Reference source not found. [Term and Cancellation], or in the event that a Work Order is

terminated by Transnet under clause Error! Reference source not found.9 [Breach and

Consequences of Termination], Transnet will pay to the Service Provider all outstanding Fees

[apportioned on a pro rata basis] relating to the work undertaken by the Service Provider up until

the date of such termination. Transnet will also pay the costs of any goods and materials ordered by

the Service Provider in relation to the such work for which the Service Provider has paid or is legally

obliged to pay, in which case, on delivery of such goods or materials, the Service Provider will

promptly deliver such goods and materials to Transnet or as it may direct.

23.5 If either Party [the Defaulting Party] commits a material breach of this Agreement and fails to

remedy such breach within 30 [thirty] calendar days of written notice thereof, the other Party

[hereinafter the Aggrieved Party], shall be entitled, in addition to any other rights and remedies

that it may have in terms of this Agreement, to terminate this Agreement forthwith without any

liability and without prejudice to any claims which the Aggrieved Party may have for damages

against the Defaulting Party.

23.6 Either Party may terminate this Agreement forthwith by notice in writing to the other Party when

the other Party is unable to pay its debts as they fall due or commits any act or omission which

would be an act of insolvency in terms of the Insolvency Act, [as amended from time to

time], or if any action, application or proceeding is made with regard to it for:

a) a voluntary arrangement or composition or reconstruction of its debts;

b) its winding-up or dissolution;

c) the appointment of a liquidator, trustee, receiver, administrative receiver or similar officer;

d) any similar action, application or proceeding in any jurisdiction to which it is subject.

Transnet Agreement No TE/2024/11/0008/84535/RFQ of 30

whether by ownership of shares, membership of the board of directors, agreement or otherwise.

23.8 Notwithstanding this clause 239, Transnet may cancel this Agreementwithout cause by giving 30

[thirty] calendar days prior written notice thereof to the Supplier/Service Provider, or

23.9 The provisions of clauses 2 [Definitions], 162 [Warranties], 228 [Rights on Cancellation], 263

[Confidentiality], 295 [Limitation of Liability], 36 [Intellectual Property Rights], 339 [Dispute

Resolution]and 37.1 [GoverningLaw]shall survive termination or expiry of this Agreement.

24 cessions and assignments as per nt instruction note /2023

24.1 The Supplier is not allowed to cede its rights for payment in terms of this Agreement without prior

written approval from Transnet. Cession shall only be applicable as follows:

a) Cession must only be applicable to the transfer of right to payment for goods delivered by a

Supplier to an FSP or State Institutions;

b) The written request for cession must be by the Supplier and not a third party; and

c) The written request by the Supplier must be accompanied by the cession agreement.

24.2 The Supplier is prohibited from transferring its rights and obligations to perform under this contract.

Assignments are against the principles of section 217 of the Constitution mainly, fairness,

transparency and competitiveness.

25.1 Neither Party shall have any claim against the other Party arising from any failure or delay in the

performance of any obligation of either Party under this Agreement caused by an act of force

majeure such as acts of God, fire, flood, war, lockout, government action, laws or regulations,

terrorism or civil disturbance, defaults or other circumstances or factors beyond the reasonable

control of either Party, and to the extent that the performance of obligations of either Party

hereunder is delayed by virtue of the aforegoing, any period stipulated for any such performance

shall be reasonably extended. Transnet may however rely on strikes, industrial dispute and riots as

a ground of force majeure.

25.2 Each Party will take all reasonable steps by whatever lawful means that are available to resume full

performance as soon as practicable and will seek agreement to modification of the relevant

provisions of this Agreement in order to accommodate the new circumstances caused by the act of

forcemajeure. If a Party fails to agree with such modifications proposed by the other Party within

90 [ninety] calendar days of the act of force majeure first occurring, either Party may thereafter

terminate this Agreement with immediate notice.

requested the Parties to delete all instances of their personal information. The information will be

destroyed or de-identified in such a manner that it cannot be reconstructed to its original form,

linking it to any particular individual or organisation.

26.6 Personal Information security breach:

a) Each Party shall notify the other party in writing as soon as possible after it becomes aware of

or suspects any loss, unauthorised access or unlawful use of any personal information and shall,

at its own cost, take all necessary remedial steps to mitigate the extent of the loss or

compromise of personal information and to restore the integrity of the affected personal

information as quickly as is possible. The Parties shall also be required to provide each other

with details of the persons affected by the compromise and the nature and extent of the

compromise, including details of the identity of the unauthorised person who may have

accessed or acquired the personal information.

b) The Parties shall provide on-going updates on the progress in resolving the compromise at

reasonable intervals until such time as the compromise is resolved.

c) Where required, the Parties must notify the South African Police Service; and/or the State

seeking appropriate relief or the instituting of a defensive action to protect the Confidential

Information concerned;

b) not to use, exploit, permit the use of, directly or indirectly, or in any other manner

whatsoever apply the Confidential Information disclosed to it as a result of this Agreement,

for any purpose whatsoever other than for the purpose for which it is disclosed or otherwise

than in strict compliance with the provisions in this Agreement;

c) not to make any notes, sketches, drawings, photographs or copies of any kind of any part of

the disclosed Confidential Information without the prior written consent of such other Party,

except when reasonably necessary for the purpose of this Agreement, in which case such

copies shall be regarded as Confidential Information;

d) not to de-compile, disassemble or reverse engineer any composition, compilation, concept

application, item, component de-compilation, including software or hardware disclosed and

shall not analyse any sample provided by Transnet, or otherwise determine the composition

or structure or cause to permit these tasks to be carried out except in the performance of its

obligations pursuant to this Agreement;

e) not to exercise less care to safeguard Transnet Confidential Information than the Party

exercises in safeguarding its own competitive, sensitive or Confidential Information;

f) Confidential Information disclosed by either Party to the other or by either Party to any other

party used by such party in the performance of this Agreement, shall be dealt with as

“restricted” or shall be dealt with according to any other appropriate level of confidentiality

relevant to the nature of the information concerned, agreed between the Parties concerned

and stipulated in writing for such information in such cases;

g) the Parties shall not make or permit to be made by any other person subject to their control,

any public statements or issue press releases or disclose Confidential Information with

regard to any matter related to this Agreement, unless written authorisation to do so has

first been obtained from the Party first disclosing such information;

h) each Party shall be entitled to disclose such aspects of Confidential Information as may be

relevant to one or more technically qualified employees or consultants of the Party who are

required in the course of their duties to receive the Confidential Information for the

interest therein, and then only to the extent necessary for the Permitted Purpose, and is

informed by the Party of the confidential nature of the Confidential Information and the

obligations of the confidentiality to which such disclosure is subject and the Party shall

ensure such employees or consultants honour such obligations;

i) each Party shall notify the other Party of the name of each person or entity to whom any

Confidential Information has been disclosed as soon as practicable after such disclosure;

j) each Party shall ensure that any person or entity to which it discloses Confidential

27.2 The duties and obligations with regard to Confidential Information in this clause 273 shall not apply

where:

a) a Party can demonstrate that such information is already in the public domain or becomes

available to the public through no breach of this Agreement by that Party, or its Staff; or

b) was rightfully in a Party’s possession prior to receipt from the other Party, as proven by the

first-mentioned Party’s written records, without an infringement of an obligation or duty of

confidentiality; or

c) can be proved to have been rightfully received by a Party from a third party without a breach

of a duty or obligation of confidentiality; or

d) is independently developed by a Party as proven by its written records.

27.3 This clause 273 shall survive termination for any reason of this Agreement and shall remain in force

and effect from the Commencement Date of this Agreement and 5 [five] years after the termination

of this Agreement. Upon termination of this Agreement, all documentation furnished to the

28.1 Without limiting the liability of the Supplier under this Agreement, the Supplier shall take out

insurance in respect of all risks for which it is prudent for the Supplier/Service Provider to insure

against, including any liability it may have as a result of its activities under this Agreement for theft,

destruction, death or injury to any person and damage to property. The level of insurance will be

kept under review by Transnet, on an annual basis, to ensure its adequacy, provided that any

variation to the level of such insurance shall be entirely at the discretion of the Supplier/Service

28.2 The Supplier/Service Provider shall arrange insurance with reputable insurers and will produce to

Transnet evidence of the existence of the policies on an annual basis within 30 [thirty] calendar

days after date of policy renewals.

28.3 Subject to clause 28.4 below, if the Supplier/Service Provider fails to effect adequate insurance

under this clause 284, it shall notify Transnet in writing as soon as it becomes aware of the

reduction or inadequate cover and Transnet may arrange or purchase such insurance on behalf of

the Supplier/Service Provider. The Supplier/Service Provider shall promptly reimburse Transnet for

any premiums paid provided such insurance protects the Supplier/Service Provider’s liability.

Supplier/Service Provider’s liability.

28.4 In the event that the Supplier/Service Provider receives written notice from its insurers advising of

the termination of its insurance cover referred to in clause 28.1 above or if the insurance ceases to

be available upon commercially reasonable terms, the Supplier/Service Provider shall immediately

notify Transnet in writing of such termination and/or unavailability, whereafter either the

29.1 The Supplier/Service Provider’s liability under this clause 295 shall be in addition to any warranty or

condition of any kind, express or implied by law or otherwise, relating to the Goods/Services or

ancillary Services, including the quality of the Goods/Services or ancillary Services or any materials

delivered pursuant to this Agreement.

29.2 Neither Party excludes or limits liability to the other Party for:

a) death or personal injury caused by its negligence, [including its employees’, agents’ or

Subcontractors’ negligence]; or

b) fraud or theft.

29.3 The Supplier/Service Provider shall indemnify and keep Transnet indemnified from and against

liability for damage to any Transnet property [whether tangible or intangible] or any other loss,

costs or damage suffered by Transnet to the extent that it results from any act of or omission by

the Supplier/Service Provider or its Personnel in connection with this Agreement. The

Supplier/Service Provider’s liability arising out of this clause 29.3 shall be limited to direct damages.

29.4 Subject always to clauses 29.1 and 29.2 above, the liability of either the Supplier/Service Provider or

breach of contract or otherwise, for direct loss or damage arising out of each Default or series of

related Defaults shall not exceed 100% [one hundred per cent] of the Fees paid under the schedule

or Work Order to which the Default(s) relates.

29.5 Subject to clauses 29.1 to 29.4 above, in no event shall either Party be liable to the other for

indirect or consequential loss or damage or including indirect or consequential loss of profits,

business, revenue, goodwill or anticipated savings of an indirect nature or loss or damage incurred

by the other Party as a result of third party claims.

29.6 If for any reason the exclusion of liability in clause 29.5 above is void or unenforceable, either

Party’s total liability for all loss or damage under this Agreement shall be as provided in clause 29.3

above.

29.7 Nothing in this clause 295 shall be taken as limiting the liability of the Parties in respect of clauses

263 [Confidentiality]and 306 [IntellectualPropertyRights].

Provider’s Background Intellectual Property shall remain vested in the Supplier/Service

b) Transnet shall grant to the Supplier/Service Provider an irrevocable, royalty free, non-

exclusive licence to use Transnet’s Background Intellectual Property only for the Permitted

c) The Supplier/Service Provider shall grant to Transnet an irrevocable, royalty free, non-

exclusive licence to use the Supplier/Service Provider’s Background Intellectual Property for

the Permitted Purpose. This licence shall not permit Transnet to sub-license to other parties.

d) The Supplier/Service Provider shall grant Transnet access to the Supplier/Service Provider’s

30.2 Title to Intellectual Property

a) All right, title and interest in and to Foreground Intellectual Property prepared, conceived or

developed by the Supplier/Service Provider, its researchers, agents and employees shall vest

in Transnet and the Supplier/Service Provider acknowledges that it has no claim of any

nature in and to the Foreground Intellectual Property. The Supplier/Service Provider shall not

at any time during or after the termination or cancellation of this Agreement dispute the

validity or enforceability of such Foreground Intellectual Property, or cause to be done any

act or anything contesting or in any way impairing or tending to impair any part of that right,

title and interest to any of the Foreground Intellectual Property and shall not counsel or

assist any person to do so.

b) Transnet shall be entitled to seek protection in respect of the Foreground Intellectual

protection of the Foreground Intellectual Property.

c) Where the Foreground Intellectual Property was created by the Supplier/Service Provider or

its researchers, agents and employees and where Transnet elects not to exercise its option

to seek protection or decides to discontinue the financial support of the prosecution or

maintenance of any such protection, Transnet shall notify the Supplier/Service Provider who

shall have the right of first refusal to file or continue prosecution or maintain any such

applications and to maintain any protection issuing on the Foreground Intellectual Property.

d) No consideration shall be paid by Transnet to the Supplier/Service Provider for the

assignment of any Foreground Intellectual Property from the Supplier/Service Provider to

record and perfect the assignment of the Foreground Intellectual Property to Transnet.

e) Subject to anything contrary contained in this Agreement and/or the prior written consent of

Transnet [which consent shall not be unreasonably be withheld], the Supplier/Service

Transnet’s Background Intellectual Property and/or Foreground Intellectual Property.

30.3 Title to Improvements

Transnet’s Background Intellectual Property and/or Confidential Information shall be exclusively

owned by Transnet. The Supplier/Service Provider shall disclose promptly to Transnet all such

improvements, developments, adaptations and/or modifications, inventions or discoveries. The

Transnet Agreement No TE/2024/11/0008/84535/RFQ of 30

protection of the improved Foreground Intellectual Property.

30.4 Unauthorised Use of Confidential Information

of any party so acting, and shall provide Transnet the information with such assistance as Transnet

reasonably requires, at Transnet’s cost and expense, to prevent such third party from so acting.

30.5 Unauthorised Use of Intellectual Property

a) The Supplier agrees to notify Transnet in writing of any conflicting uses of, and applications

of registrations of Patents, Designs and Trade Marks or any act of infringement, unfair

competition or passing off involving the Intellectual Property of Transnet of which the

option, to proceed against any party infringing its Intellectual Property.

b) It shall be within the sole and absolute discretion of Transnet to determine what steps shall

be taken against the infringer and the Supplier/Service Provider shall co-operate fully with

Transnet, at Transnet’s cost, in whatever measure including legal action to bring any

infringement of illegal use to an end.

c) The Supplier/Service Provider shall cooperate to provide Transnet promptly with all relevant

ascertainable facts.

d) If proceedings are commenced by Transnet alone, Transnet shall be responsible for all

expenses but shall be entitled to all damages or other awards arising out of such

proceedings. If proceedings are commenced by both Parties, both Parties will be responsible

for the expenses and both Parties shall be entitled to damages or other awards arising out of

proceedings.

33 dispute resolution

33.1 Should any dispute of whatsoever nature arise between the Parties concerning this Agreement, the

Parties shall try to resolve the dispute by negotiation within 10 [ten] Business Days of such dispute

arising.

33.2 If the dispute has not been resolved by such negotiation, either of the Parties may refer the dispute

to AFSA and notify the other Party accordingly, which proceedings shall be held in Johannesburg.

33.3 Such dispute shall be finally resolved in accordance with the rules of AFSA by an arbitrator or

arbitrators appointed by AFSA.

33.4 This clause constitutes an irrevocable consent by the Parties to any proceedings in terms hereof,

and neither of the Parties shall be entitled to withdraw from the provisions of this clause or claim at

any such proceedings that it is not bound by this clause 33.

33.5 This clause 339 is severable from the rest of this Agreement and shall remain in effect even if this

36.2 In the event the Parties cannot agree upon changes, the Parties shall in good faith seek to agree

any proposed changes using the dispute resolution procedures in clause 339 [DisputeResolution].

and conditions, either Party may seek to have the matter determined in accordance with clause 339

[DisputeResolution] above.

37.3 Counterparts

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Returnable Documents: All returnable documents listed in the RFX Documents must be submitted with Respondent’s Bid. Failure to submit mandatory returnable schedules / documents will result in disqualification. Failure to submit other schedules / documents may result in disqualification. 12 DEFAULTS BY RESPONDENTS If the Respondent, after it has been notified of the acceptance of its Bid fails to: of 11 Transnet General Bid Conditions 12.1 enter into a formal contract when called upon to do so within such period as Transnet may specify; or 12.2 accept an order in terms of the Bid; 12.3 furnish satisfactory security when called upon to do so for the fulfilment of the contract; or 12.4 comply with any condition imposed by Transnet, Transnet may, in any such case, without prejudice to any other legal remedy which it may have, proceed to accept any other Bid or, if it is necessary to do so, call for Bids afresh, and may recover from the defaulting Respondent any additional expense incurred by Transnet in calling for new offers or in accepting a less favourable offer. 13 CURRENCY All monetary amounts referred to in a Bid response must be in Rand, the currency of the Republic of South Africa [ZAR], save to the extent specifically permitted in the RFP. 14 PRICES SUBJECT TO CONFIRMATION Prices which are quoted subject to confirmation will not be considered. 15 ALTERATIONS MADE BY THE RESPONDENT TO BID PRICES All alterations made by the Respondent to its Bid price(s) prior to the submission of its Bid Documents must be done by deleting the incorrect figures and words where required and by inserting the correct figures and words against the items concerned. All such alterations must be initialled by the person who signs the Bid Documents. Failure to observe this requirement may result in the particular item(s) concerned being excluded in the matter of the award of the business. 16 EXCHANGE AND REMITTANCE 16.1 The Respondent should note that where the whole or a portion of the contract or order value is to be remitted overseas, Transnet shall, if requested to do so by the Supplier, effect payment overseas directly to the foreign principal or manufacturer of such percentage of the contract or order value as may be stipulated by the Respondent in its Bid Documents. 16.2 It is Transnet’s preference to enter into Rand-based agreements. Transnet would request, therefore, that the Respondent give favourable consideration to obtaining forward exchange cover on the foreign currency portion of the Agreement at a cost that is acceptable to Transnet to protect itself against any currency rate fluctuation risks for the duration of any resulting contract or order. 16.3 The Respondent who desires to avail itself of the aforementioned facility must at the time of bidding furnish the information called for in the Exchange and Remittance section of the Bid Documents and also furnish full details of the principals or manufacturer to whom payment is to be made. 16.4 The South African Reserve Bank’s approval is required before any foreign currency payments can be made to or on behalf of Respondents. 16.5 Transnet will not recognise any claim for adjustment of the order and/or contract price if the increase in price arises after the date on which the Goods were to be delivered, as set out in the order and/or contract, or any subsequent agreement between the parties. 16.6 Transnet reserves the right to request a pro-forma invoice/tax invoice in order to ensure compliance with the contract and Value-Added Tax Act no. [VAT Act]. of 11 Transnet General Bid Conditions 17 ACCEPTANCE OF BID 17.1 Upon the acceptance of a Bid by Transnet, the parties shall be bound by these General Bid Conditions and any contractual terms and/or any schedule of “Special Conditions” or otherwise which form part of the Bid Documents. 17.2 Where the Respondent has been informed by Transnet of the acceptance of its Bid, an email communication that has been successfully sent to the Respondent shall be regarded as proof of delivery to the Respondent 1 day after the date of submission. 18 NOTICE TO UNSUCCESSFUL RESPONDENTS 18.1 Unsuccessful Respondents shall be advised in writing that their Bids have not been accepted as soon as possible after the closing date of the Bid. On award of business to the successful Respondent all unsuccessful Respondents must be informed of the name of the successful Respondent and of the reason as to why their Bids had been unsuccessful. 19 TERMS AND CONDITIONS OF CONTRACT 19.1 The Supplier shall adhere to the Terms and Conditions of Contract issued with the Bid Documents, together with any schedule of “Special Conditions” or otherwise which form part of the Bid Documents. 19.2 Should the Respondent find any conditions unacceptable, it should indicate which conditions are unacceptable and offer amendments/ alternatives by written submission on a company letterhead. Any such submission shall be subject to review by Transnet’s Legal Counsel who shall determine whether the proposed amendments /alternative(s) are acceptable or otherwise, as the case may be. Respondents will be afforded an opportunity to withdraw an unacceptable deviation, failing which the respondent will be disqualified. 20 CONTRACT DOCUMENTS 20.1 The contract documents will comprise these General Bid Conditions, the Terms and Conditions of Contract and any schedule of “Special Conditions” which form part of the Bid Documents. 20.2 The abovementioned documents together with the Respondent’s Bid response will constitute the contract between the parties upon receipt by the Respondent of Transnet’s letter of acceptance, subject to all additional amendments and/or special conditions thereto as agreed to by the parties. 20.3 Should Transnet inform the Respondent that a formal contract will be signed, the abovementioned documents together with the Respondent’s Bid response [and, if any, its covering letter and any subsequent exchange of correspondence] as well as Transnet’s Letter of Acceptance, shall constitute a binding contract until the final contract is signed. 21 LAW GOVERNING CONTRACT The law of the Republic of South Africa shall govern the contract created by the acceptance of a Bid. The domicilium citandi et executandi shall be a place in the Republic of South Africa to be specified by the Respondent in its Bid at which all legal documents may be served on the Respondent who shall agree to submit to the jurisdiction of the courts of the Republic of South Africa. A foreign Respondent shall, therefore, state in its Bid the name of its authorised representative in the Republic of South Africa who is empowered to sign any contract which may be entered into in the event of its Bid being accepted and to act on its behalf in all matters relating to the contract. of 11 Transnet General Bid Conditions 22 IDENTIFICATION If the Respondent is a company, the full names of the directors shall be stated in the Bid. If the Respondent is a close corporation, the full names of the members shall be stated in the Bid. If the Respondent is a partnership or an individual trading under a trade name, the full names of the partners or of such individual, as the case may be, shall be furnished. 23 RESPONDENT'S SAMPLES 23.1 If samples are required from Respondents, such samples shall be suitably marked with the Respondent's name and address, the Bid number and the Bid item number and must be despatched in time to reach the addressee as stipulated in the Bid Documents on or before the closing date of the Bid. Failure to submit samples by the due date may result in the rejection of a Bid. 23.2 Transnet reserves the right to retain samples furnished by Respondents in compliance with Bid conditions. 23.3 Payment will not be made for a successful Respondent’s samples that may be retained by Transnet for the purpose of checking the quality and workmanship of Goods delivered in execution of a contract. 23.4 If Transnet does not wish to retain unsuccessful Respondents’ samples and the Respondents require their return, such samples may be collected by the Respondents at their own risk and cost. 24 SECURITIES 24.1 The successful Respondent, when called upon to do so, shall provide security to the satisfaction of Transnet for the due fulfilment of a contract or order. Such security shall be in the form of a Deed of Suretyship [Deed of Suretyship] furnished by an approved bank, building society, insurance or guarantee corporation carrying on business in South Africa. 24.2 The security may be applied in whole or part at the discretion of Transnet to make good any loss or damage which Transnet may incur in consequence of a breach of the contract or any part thereof. 24.3 Such security, if required, shall be an amount which will be stipulated in the Bid Documents. 24.4 For the purpose of clause 24.124.1 above, Transnet will supply a Deed of Suretyship form to the successful Respondent for completion and no guarantee in any other form will be accepted. A copy of such form will be supplied to Respondents on request. For this purpose a Deed of Suretyship form will be provided which shall be completed and returned to Transnet or a designated official by the successful Respondent within 30 [thirty] calendar days from the date of the letter of acceptance. No payment will be made until the form, duly completed, is delivered to Transnet. Failure to return the Deed of Suretyship within the prescribed time shall, save where prior extension has been granted, entitle Transnet without notice to the Supplier to cancel the contract with immediate effect. 24.5 Additional costs incurred by Transnet necessitated by reason of default on the part of the Supplier in relation to the conditions of this clause 244 will be for the account of the Supplier. 25 PRICE AND DELIVERY BASIS FOR GOODS 25.1 Unless otherwise specified in the Bid Documents, the prices quoted for Goods must be on a Delivered Duty Paid [latest ICC Incoterms] price basis in accordance with the terms and at the delivery point or points specified in Transnet's Bid Documents. Bids for supply on any other basis of delivery are liable to disqualification. The lead time for delivery stated by the Respondent must be inclusive of all non- of 11 Transnet General Bid Conditions working days or holidays, and of periods occupied in stocktaking or in effecting repairs to or overhauling plant, which would ordinarily occur within the delivery period given by the Respondent. 25.2 Respondents must furnish their Bid prices in the Price Schedule of the Bid Documents on the following basis, Local Supplies - Prices for Goods to be manufactured, produced or assembled in the Republic of South Africa, or imported supplies held in South Africa, to be quoted on a Delivered RSA named destination basis., Imported Supplies - Prices for Goods to be imported from all sources to be quoted on a Delivered Duty Paid [latest ICC Incoterms] basis, to end destination in South Africa, unless otherwise specified in the Bid Price Schedule. 26 EXPORT LICENCE The award of a Bid for Goods to be imported may be subject to the issue of an export licence in the country of origin or supply. If required, the Supplier’s manufacturer or forwarding agent shall be required to apply for such licence. 27 QUALITY OF MATERIAL Unless otherwise stipulated, the Goods offered shall be NEW i.e. in unused condition, neither second-hand nor reconditioned. 28 VALUE-ADDED TAX 28.1 In respect of local supplies, i.e. Goods to be manufactured, produced or assembled in the Republic of South Africa, or imported supplies held or already in transit to South Africa, the prices quoted by the Respondent are to be inclusive of VAT which must be shown separately at the standard rate on the Tax Invoice. 28.2 In respect of foreign Services rendered, the invoicing by a South African supplier on behalf of its foreign principal rendering such Service represents a Service rendered by the principal; and, the Supplier’s Tax Invoice(s) for the local portion only [i.e. the "commission" for the Services rendered locally] must show the VAT separately. 29 IMPORTANT NOTICE TO RESPONDENTS REGARDING PAYMENT 29.1 Method of Payment, The attention of the Respondent is directed to the Terms and Conditions of Contract which set out the conditions of payment on which Bid price(s) shall be based., However, in addition to the aforegoing the Respondent is invited to submit offers based on alternative methods of payment and/or financing proposals., The Respondent is required to give full particulars of the terms that will be applicable to its alternative offer(s) and the financial merits thereof will be evaluated and taken into consideration when the Bid is adjudicated., The Respondent must, therefore, in the first instance, tender strictly in accordance with clause 29.1 (a) above. Failure to comply with clause 29.1 (a) above may preclude a Bid from further consideration. of 11 Transnet General Bid Conditions NOTE: The successful Respondent [the Supplier] shall, where applicable, be required to furnish a guarantee covering any advance payments. 29.2 Conditional Discount Respondents offering prices which are subject to a conditional discount applicable for payment within a specific period are to note that the conditional period will be calculated as from the date of receipt by Transnet of the Supplier’s month-end statement reflecting the relevant Tax Invoice(s) for payment purposes, provided the conditions of the order or contract have been fulfilled and the Tax Invoice is correct in all respects as referred to in the contract or order. Incomplete and/or incorrect Tax Invoices shall be returned and the conditional period will be recalculated from the date of receipt of the correct documentation. 30 CONTRACT QUANTITIES AND DELIVERY REQUIREMENTS 30.1 Contract Quantities, It must be clearly understood that although Transnet does not bind itself to purchase a definitive quantity under any contract which may be entered into pursuant to this Bid, the successful Respondent nevertheless undertakes to supply against the contract such quantities as may be ordered against the contract, which orders are posted or delivered by hand or transmitted electronically on or before the expiry date of such contract., It is furthermore a condition that Transnet will not accept liability for any material/stocks specially ordered or carried by the Respondent with a view to meeting the requirements under any such contract., The estimated planned quantities likely to be ordered by Transnet per annum are furnished in relevant section of the Bid Documents. For avoidance of doubt the estimated quantities are estimates and Transnet reserves the right to order only those quantities sufficient for its operational requirements. 30.2 Delivery Period, Period Contracts and Fixed Quantity Requirements It will be a condition of any resulting contract/order that the delivery period embodied therein will be governed by the provisions of the Terms and Conditions of Contract., Progress Reports The Supplier may be required to submit periodical progress reports with regard to the delivery of the Goods, Emergency Demands as and when required If, due to unforeseen circumstances, supplies of the Goods covered by the Bid are required at short notice for immediate delivery, the Supplier will be given first right of refusal for such business. If it is unable to meet the desired critical delivery period, Transnet reserves the right to purchase such supplies as may be required to meet the emergency outside the contract if immediate delivery can be offered from any other source. The Total or Partial Failure to Perform the Scope of Supply section in the Terms and Conditions of Contract will not be applicable in these circumstances. 31 PLANS, DRAWINGS, DIAGRAMS, SPECIFICATIONS AND DOCUMENTS 31.1 Copyright of 11 Transnet General Bid Conditions Copyright in plans, drawings, diagrams, specifications and documents compiled by the Supplier for the purpose of contract work shall be governed by the Intellectual Property Rights section in the Terms and Conditions of Contract. 31.2 Drawings and specifications In addition to what may be stated in any Bid Document, the Respondent should note that, unless notified to the contrary by Transnet or a designated official by means of an official amendment to the Bid Documents, it is required to tender for Goods strictly in accordance with the drawings and/or specifications supplied by Transnet, notwithstanding that it may be aware that alterations or amendments to such drawings or specifications are contemplated by Transnet. 31.3 Respondent’s drawings Drawings required to be submitted by the Respondent must be furnished before the closing time and date of the Bid. The non-receipt of such drawings by the appointed time may disqualify the Bid. 31.4 Foreign specifications The Respondent quoting for Goods in accordance with foreign specifications, other than British and American standards, is to submit translated copies of such specifications with the Bid. In the event of any departures or variations between the foreign specification(s) quoted in the Bid Documents, full details regarding such departures or variations must be furnished by the Respondent in a covering letter attached to the Bid. Non-compliance with this condition may result in disqualification. 32 BIDS BY OR ON BEHALF OF FOREIGN RESPONDENTS 32.1 Bids submitted by foreign principals may be forwarded directly by the principals or by its South African representative or agent to the designated official of Transnet according to whichever officer is specified in the Bid Documents. 32.2 In the case of a representative or agent, written proof must be submitted to the effect that such representative or agent has been duly authorised to act in that capacity by the principal. Failure to submit such authorisation by the representative or agent shall disqualify the Bid. 32.3 When legally authorised to prepare and submit Bids on behalf of their principals not domiciled in the Republic of South Africa, representatives or agents must compile the Bids in the names of such principals and sign them on behalf of the latter. 32.4 South African representatives or agents of a successful foreign Respondent must when so required enter into a formal contract in the name of their principals and must sign such contract on behalf of the latter. In every such case a legal Power of Attorney from their principals must be furnished to Transnet by the South African representative or agents authorising them to enter into and sign such contract., Such Power of Attorney must comply with Rule 63 (Authentication of documents executed outside the Republic for use within the Republic) of the Uniform Rules of Court: Rules regulating the conduct of the proceedings of the several provincial and local divisions of the Supreme Court of South Africa., The Power of Attorney must be signed by the principal under the same title as used in the Bid Documents., If a Power of Attorney held by the South African representative or agent includes matters of a general nature besides provision for the entering into and signing of a contract with Transnet, a certified copy thereof should be furnished. of 11 Transnet General Bid Conditions, The Power of Attorney must authorise the South African representative or agent to choose the domiciliumcitandietexecutandi. 32.5 If payment is to be made in South Africa, the foreign Supplier [i.e. the principal, or its South African agent or representative], must notify Transnet in writing whether, for payment by electronic funds transfer [EFT], funds are to be transferred to the credit of the foreign Supplier’s account at a bank in South Africa, in which case the name and branch of such bank shall be furnished; or, funds are to be transferred to the credit of its South African agent or representative, in which case the name and branch of such bank shall be furnished. 32.6 The attention of the Respondent is directed to clause 24 above [Securities] regarding the provision of security for the fulfilment of contracts and orders and the manner and form in which such security is to be furnished. 33 DATABASE OF RESTRICTED SUPPLIERS The process of restriction is used to exclude a company/person from conducting future business with Transnet and other organs of state for a specified period. No Bid shall be awarded to a Bidder whose name (or any of its members, directors, partners or trustees) appear on the Register of Tender Defaulters kept by National Treasury, or who have been placed on National Treasury’s List of Restricted Suppliers. Transnet reserves the right to withdraw an award, or cancel a contract concluded with a Bidder should it be established, at any time, that a bidder has been restricted with National Treasury by another government institution. 34 CONFLICT WITH ISSUED RFX DOCUMENT 34.1 Should a conflict arise between these General Bid Conditions and the issued RFX document, the conditions stated in the RFX document shall prevail. oooOOOooo of 11

• Must be a legally registered entity (company, close corporation, partnership or individual) with full identification of directors/partners.
• Must not appear on the National Treasury Register of Tender Defaulters or List of Restricted Suppliers.
• Must be able to supply new, DDP‑delivered equipment in accordance with Transnet’s specifications.
• Must provide security (Deed of Suretyship) when requested.
• For foreign suppliers, must have an authorised South African representative with a compliant Power of Attorney.
• Must be able to meet the delivery lead times and provide progress reports as required.

25 price and delivery basis for goods ............................................................................................. 7 31 contract quantities and delivery requirements ...................................................................... 9

Power of Attorney from their principals must be furnished to

Power of Attorney must comply with Rule 63 (Authentication of documents executed

Power of Attorney must be signed by the principal under the same title as used in the Bid

Power of Attorney held by the South African representative or agent includes matters of a

Power of Attorney must authorise the South African representative or agent to choose the

submit mandatory returnable schedules / documents will result in disqualification. Failure to submit other

schedules / documents may result in disqualification.

After the closing date of a Bid (i.e. during the evaluation period) the Respondent may only communicate with

27 quality of material ....................................................................................................................... 8

Report corruption or unethical behavior via Transnet’s Tip-Off Anonymous hotline: 0800 003 056. Confidentiality is guaranteed.

Bidders must:

• Sign and comply with the Transnet Supplier Integrity Pact as part of the bid submission.
• Disclose any conflicts of interest (e.g., family, business, or social relationships with Transnet employees or Board members) in the RFX Declaration Form or notify Transnet in writing immediately.
• Ensure no gifts, bribes, or kickbacks are offered to Transnet employees or related parties.
• Not collude with competitors on pricing, market allocation, or bid submissions.
• Not misrepresent facts or submit false/forged documents.
• Disclose agents/representatives (for foreign bidders) or foreign principals (for South African bidders) involved in the bidding process.
• Uphold the 10 principles of the United Nations Global Compact (Human Rights, Labour, Environment, Anti-Corruption).
• Ensure no previous transgressions (e.g., corruption, fraud, Competition Act violations) in the last 5 years with any public/private sector entity.
• Not subcontract to restricted suppliers or entities listed on National Treasury’s Database of Restricted Suppliers.
• Submit a code of conduct if requested, addressing compliance and anti-bribery measures.

Bidders must uphold the following UN Global Compact environmental principles:

• Support a precautionary approach to environmental challenges.
• Undertake initiatives to promote greater environmental responsibility.
• Encourage the development and diffusion of environmentally friendly technologies.

Contractual terms include:

• The Integrity Pact is governed by South African law and applies indefinitely unless canceled.
• Disputes must be resolved amicably; litigation in bad faith (e.g., vexatious proceedings, perjury, scurrilous allegations, abuse of court process) will disqualify bidders from future business.
• Transnet may terminate contracts, recover payments, or encash bonds if bidders violate the pact.
• Contracts may be canceled if bidders subcontract without disclosure (penalty: up to 10% of contract value).
• Restrictions apply to entities listed on National Treasury’s Database of Restricted Suppliers.

Special conditions include:

• Transnet employees involved in sourcing are prohibited from accepting gifts, bribes, or favors.
• Bidders must not offer material/immaterial benefits to influence the bidding process.
• Independent bidding is required; no consultation or collusion with competitors on prices, market allocation, or bid terms.
• Bidders must not disclose bid terms to competitors before official opening.
• Suspicious bids may be reported to the Competition Commission or NPA for investigation.
• Transnet reserves the right to exclude bidders for violations, with penalties including exclusion for up to 10 years.
• Grounds for restriction include fraud, bribery, contract breaches, or false statements (e.g., B-BBEE, local content).
• Bidders must declare conflicts of interest and avoid monetary dealings with Transnet employees involved in sourcing.