The appointment of a suitably qualified service provider to decant, remove, and dispose of sulphuric acid from wagon tankers, and to clean, rehabilitate, and remediate contaminated land on an as-and-when-required basis for a period of twelve (12) months

{"closingTime":"15:00PM","briefingSession":{"date":"26 August 2026","time":"11:30am","venue":"701 Boardroom,03 Keswick Road","is_compulsory":true}}

A compulsory pre-proposal site meeting RFQ briefing will be conducted at 701 Boardroom,03 Keswick Road, Germiston, on the 26 August 2026, at 11:30am for a period of ± 2hours.

{"name":"Langanani Mphelo","email":"[email protected]","phone":"011 820-2175"}

Bidders must submit their bids electronically through the Transnet e-tender submission portal. The portal can be accessed at https://esupplierportal.transnet.net/portal/. Bidders must register their company profile and log an intent to bid before submitting their bids. All pricing must be completed in the eSupplier portal, and no paper pricing schedules will be accepted. Bidders should ensure that their electronic bid submissions are submitted at least a day before the closing date.

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.

Bidders must pass the administrative and substantive responsiveness check, which includes submitting all mandatory returnable documents and completing all required forms. Bidders must achieve a minimum score of 75 out of 100 on the technical/functionality evaluation. The evaluation criteria include capacity to handle the scope of work, company experience in acid/hazchem services, capacity to handle the scope of work in terms of human resources, and technical capability and methodology.

The scope of work includes decanting, removing, and disposing of sulphuric acid from wagon tankers, and cleaning, rehabilitating, and remediating contaminated land on an as-and-when-required basis for a period of twelve months at Transnet Engineering, Germiston.

The company demonstrates technical capability through a detailed methodology, including decanting, neutralisation, containment, and disposal.

The company demonstrates experience in acid/hazchem services, with one to two reference letters, and has a valid PDP for drivers transporting hazardous waste.

Bidders must quote their prices in South African Rand, inclusive of VAT. All prices must be quoted in accordance with the pricing schedule provided. Bidders must ensure that their prices include all labour, supervision, equipment, PPE, mobilisation, site establishment, inspections, risk assessments, transport within the site, administration, permits, and all other overheads necessary to execute the work in accordance with the specification.

Bidders must ensure compliance with their tax obligations and submit their unique personal identification number (PIN) issued by SARS. Bidders must also comply with the Broad-Based Black Economic Empowerment Act and submit proof of their B-BBEE status level of contributor.

Tenderers are required to wear safety shoes, goggles, long sleeve shirts, high visibility vests, and hard hats. Tenderers without the recommended PPE will not be allowed on the site walk. All forms of firearms are prohibited on Transnet properties and premises.

The successful Respondent shall be in full and complete compliance with any and all applicable national and local laws and regulations. The successful Respondent will be required to ensure the validity of all returnable documents for the duration of any contract emanating from this RFQ.

Transnet will utilise the following methodology and criteria in selecting a preferred Supplier/Service provider: STAGE 1: TEST FOR STAGE 2 STAGE 3 RESPONSIVENESS Step 1 Step 2 Step 3 Step 4 Step 5 Administrative & Substantive FUNCTIONALITY responsiveness Weighted THRESHOLD/S scoring / 100***

Closing date: 7 September 2026 at 15:00.

No mandatory briefing, site visit, or clarification deadline stated.

{"name":null,"email":null,"phone":null,"department":null,"address":"SOLUTION ..................................................................................................................... 36"}

Returnable forms and documents – complete, sign, and submit with the quotation:

• SBD 6.2 (Declaration for Local Production and Content) if applicable.
• Valid SARS Tax Clearance Certificate (or Tax Pin).
• Valid B-BBEE Verification Certificate.
• CSD registration proof.
• Transnet Supplier Integrity Pact (signed).
• Completed schedule of requirements / work order pricing.

Disqualification risks:

• Any returnable form left unsigned or omitted.
• Quotations received after the closing deadline.

Compliance requirements (must be met, but scoring split not stated):

• Bidders must be registered on CSD and have a valid SARS Tax Clearance.
• Valid B-BBEE certificate required and must be maintained throughout.
• All required licences and permits for handling sulphuric acid and environmental remediation must be held.
• Subcontracting limited to 25% of contract value unless to an EME with equal or higher B-BBEE level.
• Local content obligations (if applicable) as per SBD 6.2 must be met.
• Compliance with Transnet Supplier Integrity Pact is mandatory.

Evaluation method (80/20 or 90/10) not stated in the document.

Scope of work:

• Decant, remove, and dispose of sulphuric acid from wagon tankers.
• Clean, rehabilitate, and remediate contaminated land.
• Services are on an as-and-when-required basis.
• Location: Transnet Engineering, Germiston.
• Period: 12 months.

The master agreement defines general obligations (professional conduct, record-keeping for 5 years, compliance with laws), but specific technical specifications are to be detailed in Schedule 1 (Work Order / Schedule of Requirements) which is not included in the extract.

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

Transnet Agreement No ............ of 39

[Delete if goods are not being procured]

24.1 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.

Transnet Agreement No ............ of 39

For the provision of services for internal shot blasting, at germiston depot “as and when

Required” for a period of twelve months.

24.2 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.

24.3 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.

24.4 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.

24.5 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.

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

24.7 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.

24.8 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 244.

investigate and remedy the non-conformance within the stipulated time frame as may be

determinedbyTransnetatitsdiscretion.

27.2 Failure by the Supplier/Service Provider 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/ Service

Pricing: To be quoted in the Schedule of Requirements / Work Order (pricing format not specified in extract).

Payment: Within 30 calendar days after receipt of a valid, undisputed tax invoice and supporting documentation. Interest on late payment at Standard Bank prime rate.

Price adjustments: May be reviewed as per the schedule; negotiations start 2 months before proposed adjustment.

No bond, guarantee, or insurance amounts stated.

Mandatory pre-qualification:

• CSD registration.
• Valid SARS Tax Clearance Certificate (or tax pin).
• Valid B-BBEE Verification Certificate (maintain throughout contract).
• All required licences and permits for handling sulphuric acid and environmental remediation.
• Compliance with Transnet Supplier Integrity Pact.

Ongoing obligations:

• B-BBEE certificate must be renewed annually.
• Subcontracting limited to 25% of contract value unless subcontracted to an EME with equal or higher B-BBEE level.
• Local content obligations (if applicable) as per SBD 6.2.
• Compliance with OHS Act, environmental legislation, and railway safety regulations.

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

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

3 interpretation .............................................................................................................................. 7

4 nature and scope .......................................................................................................................... 7

5 authority of parties .................................................................................................................... 8

6 duration/term and cancellation ................................................................................................ 8

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

8 transnet’s obligations ................................................................................................................ 9

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

10 service provider’s personnel [delete if services are not being procured] ........................ 11

11 subcontracting........................................................................................................................... 12

12 payment to sub-contractors .................................................................................................... 12

13 b-bbee and socio-economic obligations .................................................................................. 13

14 local content obligations ........................................................................................................ 14

15 the national industrial participation programme (nipp)...................................................... 14

16 job-creation ................................................................................................................................ 14

17 penalties ...................................................................................................................................... 14

18 fees and expenses relating to services ................................................................................... 19

19 invoices and payment ................................................................................................................. 20

20 price adjustments ....................................................................................................................... 20

21 warranties applicable to goods ............................................................................................... 21

22 warranties applicable to services ........................................................................................... 22

23 third party indemnity ................................................................................................................ 23

24 inspection applicable to goods ................................................................................................ 23

25 defective goods .......................................................................................................................... 24

26 total or partial failure to perform ........................................................................................ 25

27 non conformance of goods/services procured ...................................................................... 26

28 rights on cancellation .............................................................................................................. 26

29 breach and termination ............................................................................................................. 26

30 cessions and assignments as per nt instruction note /2023 ................................ 27

31 force majeure .............................................................................................................................. 28

32 protection of personal information ....................................................................................... 28

33 confidentiality ........................................................................................................................... 30

34 insurances ................................................................................................................................... 32

35 limitation of liability................................................................................................................ 33

36 intellectual property rights ................................................................................................... 33

37 non-waiver .................................................................................................................................. 35

38 partial invalidity ....................................................................................................................... 36

39 dispute resolution ..................................................................................................................... 36

40 addresses for notices ............................................................................................................... 36

41 whole and only agreement ........................................................................................................ 37

42 amendment and change control ............................................................................................... 37

43 general ......................................................................................................................................... 37

44 database of restricted supplier ............................................................................................... 38

Schedule 1 – work order / schedule of requirements

Transnet Agreement No ............ of 39

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/Services 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/Service Provider [as agreed, in writing, between the Parties],

which collectively and exclusively govern the supply of Goods / provision of Services and provision

of ancillary Services by the Supplier/Service Provider 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.

Transnet Agreement No ............ of 39

For the provision of services for internal shot blasting, at germiston depot “as and when

Required” for a period of twelve months.

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

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,

Transnet Agreement No ............ of 39

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 Imported content means that portion of the bid price represented by the cost of components,

parts or materials which have been or are still to be imported (whether by the supplier or its

subcontractors) and which costs are inclusive of the costs abroad (this includes labour or intellectual

property costs), plus freight and other direct importation costs, such as landing costs, dock duties,

import duty, sales duty or other similar tax or duty at the South African port of entry; [Delete if

local content is not applicable]

2.17 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;

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

For the provision of services for internal shot blasting, at germiston depot “as and when

Required” for a period of twelve months.

2.21 Party means either one of these Parties;

2.22 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;

2.23 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;

2.24 Price(s) means the agreed Price(s) for the Goods/Services to be purchased from the

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 299 [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.

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

For the provision of services for internal shot blasting, at germiston depot “as and when

Required” for a period of twelve months.

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

accordance with these requirements.

10.4 Transnet reserves the right to refuse to admit or to remove from any premises occupied by or on

behalf of it, any Service Provider Personnel whose admission or presence would, in the reasonable

opinion of Transnet, be undesirable or who represents a threat to confidentiality or security or

whose presence would be in breach of any rules and regulations governing Transnet's Personnel,

provided that Transnet notifies the Service Provider of any such refusal [with reasons why]. The

Transnet Agreement No ............ of 39

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

the Supplier/Service Provider, subject to the following conditions:

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

b) Receipt of written confirmation from the Supplier/Service 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/Service Provider,

against the required standards.

12.2 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

Transnet Agreement No ............ of 39

14.4 Breach of Local Content obligations also provides Transnet cause to terminate the contract in

certain cases where material non compliance with Local Content requirements are not achieved.

15 the national industrial participation programme (nipp)

[Delete if NIPP is not applicable]

15.1 In terms of SBD 5, the Supplier has undertaken to enter into a NIPP obligation agreement with

the DTIC. In consultation with the DTIC, Transnet may monitor compliance to the NIPP

obligation agreement and in the event of non-compliance by the Supplier, penalties will be

applied as per paragraph 8.3 of the NIPP Guidelines as issued by the DTIC.

For the provision of services for internal shot blasting, at germiston depot “as and when

Required” for a period of twelve months.

iii. To the extent that the Actual Local Content Spend1 is lower than the Required Local

Content Spend2 (or the Adjusted Required Local Content Spend3, as the case may be),

the Supplier shall be liable for Penalties which is the difference in value between the

Actual Local Content Spend and the Required Local Content Spend (or the Adjusted

Required Local Content Spend, as the case may be) plus an additional percentage of

such difference. Such Non-compliance Penalties shall be calculated and levied at the

relevant milestones as stipulated in the Local Content Plan or shall be imposed against

the non-delivery of committed values where local content undertakings must be met

immediately, in accordance with clause iv below.

iv. Non-compliance penalties shall apply at the following rate: the difference in value

between the Required Local Content Spend and the Actual Local Content Spend, plus

5% of such difference.

v. In order to guarantee that the Supplier meets its obligations in terms of the Local

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

compliance Penalty Certificate on the last day of each month during such Non-compliance

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

i) 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

For the provision of services for internal shot blasting, at germiston depot “as and when

Required” for a period of twelve months.

such amount to Transnet within 10 (ten) Business Days of the determination made

pursuant to such determination and an accompanying valid Tax Invoice.

l) It is agreed that Transnet, the DTI, the South African Bureau of Standards and/or any of

their appointed agents shall be entitled to monitor, evaluate and audit the Contractor’s

compliance with its obligations under the Local Content Plan. To this end, the Contractor

shall provide its full cooperation to the respective bodies referred to in this clause to ensure

that effective monitoring, evaluation and auditing takes place.

m) 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.

17.3 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/Service Provider fails to achieve its subcontracting commitments as per their

bid submission (“a Non-Compliance”), the Supplier/Service Provider 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.

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/Service Provider 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/Service Provider owes any

amount to Transnet pursuant to the Non-compliance Penalty Certificate, then the

Transnet Agreement No ............ of 39

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/Service Provider.

17.4 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/Service Provider fails to achieve its job creation commitments as per their bid

submission (“a Non-Compliance”), the Supplier/Service Provider 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/Service Provider 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/Service Provider owes any

amount to Transnet pursuant to the Non-compliance Penalty Certificate, then the

Supplier/Service Provider shall pay such amount to Transnet within 10 (ten) Business

Transnet Agreement No ............ of 39

19.2 Transnet shall pay such amounts to the Supplier/Service Provider 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/Service

Provider for the delivery of the Goods/Services ordered, in terms of clause 19.5 below.

19.3 Transnet may, pending an investigation, withhold any payments to the Supplier/Service Provider,

in the case where irregular expenditure has been identified in the particular contract and that

there is reasonable suspicion that the Supplier/Service Provider is involved or was aware that the

contract transgressed any legislation.

19.4 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.

19.5 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/Service Provider’s statement together with the relevant valid and

undisputed Tax Invoice(s) and supporting documentation.

19.6 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/Service Provider 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.

19.7 The Supplier/Service Provider 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.

option, be audited by Transnet or its designated representatives.

20.4 Should Transnet and the Supplier/Service Provider 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].

20.5 If during the period of this Agreement Transnet can purchase similar Goods/Services 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/Services purchased hereunder from the Supplier/Service

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/Service Provider fails to do so or

cannot legally do so, Transnet may (i) purchase the Goods/Services 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/Service Provider hereunder shall be

reduced accordingly; (ii) terminate this Agreement without any penalty, liability or further

obligation; or (iii) continue purchases under this Agreement.

20.6 If during the period of this Agreement the Supplier/Service Provider sells any materials which are

the same as, equivalent to, or substantially similar to the Goods/Services herein, at a total

delivered cost to a third party lower than the total delivered cost to a Transnet facility, then the

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/Service Provider 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/Service Provider 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 any time

21.1 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;

21.2 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

21.3 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

Transnet Agreement No ............ of 39

[Delete if services are not being procured]

22.1 The Service Provider warrants to Transnet that:

a) it has full capacity and authority to enter into and to perform this Agreement and that this

Agreement is executed by a duly authorised representatives of the Service Provider;

b) it will discharge its obligations under this Agreement and any annexure, appendix or

schedule hereto with all due skill, care and diligence;

c) it will be solely responsible for the payment of remuneration and associated benefits, if any,

of its Personnel and for withholding and remitting income tax for its Personnel in

conformance with any applicable laws and regulations;

d) it will procure licences for Transnet in respect of all Third Party Material detailed in the Work

Order(s), and will procure the right for Transnet to take such copies [in whole or in part] of

such Third Party Materials as it may reasonably require for the purposes of back-up for

archiving and disaster recovery; and

e) the use or possession by Transnet of any Materials will not subject Transnet to any claim for

infringement of any Intellectual Property Rights of any third party.

22.2 The Service Provider warrants that it will perform its obligations under this Agreement in accordance

with the Service Levels as defined in the relevant schedule. Transnet may at its discretion audit

compliance with the Service Levels, provided that any such audit is carried out with reasonable prior

notice and in a reasonable way so as not to have an adverse effect on the performance of the

Services. Without prejudice to clause 22.3 below, in the event that the Service Provider fails to meet

the Service Levels, Transnet may claim appropriate service credits or invoke a retention of Fees as

detailed in the relevant schedule and/or Work Order.

22.3 The Service Provider warrants that for a period of 90 [ninety] calendar days from Acceptance of the

For the provision of services for internal shot blasting, at germiston depot “as and when

Required” for a period of twelve months.

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.

25.4 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.

25.5 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.

25.6 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.

25.7 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.

26.1 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.

26.2 The Supplier/Service Provider shall thereupon, as soon as possible after such date, deliver to

Transnet the Goods/Services [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/Service Provider will be calculated on the basis of

Transnet Agreement No ............ of 39

29.1 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.

29.2 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

Transnet Agreement No ............ of 39

delete copies so held.

29.4 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.

29.5 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.

29.6 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.

29.7 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

whether by ownership of shares, membership of the board of directors, agreement or otherwise.

29.8 Notwithstanding this clause 299, Transnet may cancel this Agreementwithout cause by giving 30

[thirty] calendar days prior written notice thereof to the Supplier/Service Provider, or

29.9 The provisions of clauses 2 [Definitions], 212 [Warranties], 288 [Rights on Cancellation], 323

[Confidentiality], 355 [Limitation of Liability], 36 [Intellectual Property Rights], 399 [Dispute

Resolution]and 43.1 [GoverningLaw]shall survive termination or expiry of this Agreement.

Transnet Agreement No ............ of 39

31.1 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.

31.2 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.

32.6 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

that effective monitoring, evaluation and auditing takes place.

quality from another supplier at a total delivered cost to a Transnet facility that is lower than the