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TRANSPORT AGREEMENT
BETWEEN
GERT EN RINA LOGISTIEK CC
AND
______________________________________________ (Transporter)
Prologue TRANSPORT AGREEMENT
BETWEEN
GERT EN RINA LOGISTIEK CC
Company Registration Number : 2009/040279/23
VAT Registration Number :
Business address :
Email address :
Contact Number (mobile) :
Contact Number (landline) :
Fax number :
Postal address :
Banking details :
ID number of signatory, signing on behalf of –
Gert en Rina Logistiek CC :
Address of signatory :
Email address of signatory :
AND
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(Name of Transporter in Print) (TRANSPORTER)
Company Registration Number :
VAT Registration Number :
Business address :
Email address :
Contact Number (mobile) :
Contact Number (landline) :
Fax number :
Postal address :
Banking details :
Full names of signatory, signing on behalf of the Transporter :
ID number of signatory, signing on behalf of Transporter :
Address of signatory :
Email address of signatory :
INDEX
NO CLAUSE HEADINGS PAGE
1 DEFINITIONS AND INTERPRETATION 1
2 APPOINTMENT 4
3 PROVISIONS OF SERVICES 4
4 ADDITIONAL SERVICES 7
5 DUTIES AND OBLIGATIONS OF GERT EN RINA LOGISTIEK CC 7
6 REMUNERATION 7
7 PAYMENT 8
8 SHORTAGES AND SET OFF 8
9 COSTS 9
10 LIABILITY 9
11 LIMITATION AND EXCLUSION OF LIABILITY 10
12 GOODS IN TRANSIT INSURANCE 11
13 SUBCONTRACTS 11
14 BREACH 11
15 DISPUTES 12
16 FORCE MAJEURE AND IMPOSSIBILITY OF PERFORMANCE 15
17 RELATIONSHIP 15
18 CESSION AND ASSIGNMENT 16
19 AGREEMENT BINDING ON SUCCESSORS IN TITLE 16
20 DOMICILIA 16
21 GOVERNING LAW 17
22 WHOLE AGREEMENT AND NO WAIVER 17
23 PUBLICITY 18
24 COSTS 18
25 WARRANTY BY SIGNATORIES 18
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1 DEFINITIONS AND INTERPRETATION
1.1 In this Agreement, the following expressions bear the meanings assigned to them:
1.1.1 “AFMA” means the Animal Feed Manufacturers Association;
1.1.2 “the/this Agreement" means this Agreement and any annexures hereto;
1.1.3 “Commencement Date” means the date of last signature of this Agreement;
1.1.4 "Consignment" means the particular Products to be conveyed by the Transporter
in accordance with a Transport Order;
1.1.5 "Consignor" means the person nominated by Gert en Rina Logistiek CC, from
whom the Products are to be uplifted by the Transporter at the loading point;
1.1.6 “Gert en Rina Logistiek CC" means a close corporation duly registered in
accordance with the laws of the Republic of South Africa with registration number
2009/040279/23;
1.1.7 "Loading Point" means any place nominated by Gert en Rina Logistiek CC for
the loading of the Products from time to time;
1.1.8 "Offloading Point" means any place nominated by Gert en Rina Logistiek CC for
the offloading of the Products from time to time;
1.1.9 "Parties" means Gert en Rina Logistiek CC and the Transporter, collectively or
individually as the context indicates;
1.1.10 "Products" means the Products in respect of which the services are to be or have
been rendered, as described in the Transport Order;
1.1.11 "Receiver" means the person nominated by Gert en Rina Logistiek CC to whom
the Products are to be delivered by the Transporter at the offloading point;
1.1.12 "Remuneration" means the amount(s) payable in respect of the services which
shall comprise a rate per ton of Products delivered to an offloading point in
accordance with the provisions of this Agreement, plus any other amount(s) agreed
between the parties;
1.1.13 "Services" means the services to be rendered by the Transporter to Gert en Rina
Logistiek CC in terms of this Agreement as set out in clause 3 below;
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1.1.14 "Stipulated time period" means the date (and time) by which the consignment is
to be offloaded at the offloading point by the Transporter as notified by Gert en
Rina Logistiek CC;
1.1.15 "Ton" means a metric ton;
1.1.16 "Transporter" means the transport company, or other form of legal entity as may
be the case, as indicated in the Prologue of this Agreement, a company or other
form of legal entity as may be the case, duly incorporated in accordance with the
laws of the Republic of South Africa;
1.1.17 "Transport Order" means the document issued by Gert en Rina Logistiek CC to
the Transporter each time that the Transporter is to render services to Gert en
Rina Logistiek CC in terms of this Agreement confirming the following details as
agreed between them:
1.1.17.1 a description of the Products, including the quantity thereof and whether in
bulk, bags, palletised and/or containerised;
1.1.17.2 the loading point and the offloading point;
1.1.17.3 the Consignor and the receiver;
1.1.17.4 the dates (and times) that the consignment is to be loaded and offloaded;
1.1.17.5 the tolerance in respect of delivered quantities;
1.1.17.6 the Remuneration payable by Gert en Rina Logistiek CC in respect of the
services to be rendered;
1.1.17.7 any other terms applicable to the particular consignment;
1.1.18 "Truck" means any road vehicle used or to be used by the Transporter to convey
the Products in terms of this Agreement.
1.2 Clause headings are for convenience only and are not be used in the interpretation of the
clause to which they relate.
1.3 Unless the context clearly indicates the contrary intention, an expression which denotes
any gender shall include the other genders, a natural person shall include a juristic
person, and vice versa, the singular shall include the plural and vice versa and any
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reference to an enactment is to that enactment as at the date of signature hereof and
amended or re-enacted from time to time.
1.4 If any provision in a definition is a substantive provision conferring rights or imposing
obligations on any party, notwithstanding that it is only in the definition clause, effect shall
be given to it as if it were a substantive provision in the body of the Agreement.
1.5 When any number of days is prescribed in this Agreement, same shall be reckoned
exclusively of the first and inclusively of the last day unless the last day falls on a
Saturday, Sunday or public holiday, in which case the last day shall be the next
succeeding day which is not a Saturday, Sunday or public holiday.
1.6 Where figures are referred to in numerals and in words, if there is any conflict between
the two, the words shall prevail.
1.7 Where any term is defined within the context of any particular clause in this Agreement,
the term so defined, unless it is clear from the clause in question that the term so defined
has limited application to the relevant clause, shall bear the meaning ascribed to it for all
purposes in terms of this Agreement, notwithstanding that that terms has not been
defined in this interpretation clause.
1.8 The expiry or termination of this Agreement shall not affect those provisions of this
Agreement which expressly provide that they will operate after any such expiration or
termination or which of necessity must continue to have effect after such expiration or
termination, notwithstanding that the clauses themselves do not expressly provide for
this.
1.9 In the event and to the extent of conflict between the provisions of this Agreement and
those contained in the annexures, those contained in this Agreement shall prevail to the
extent of such conflict.
1.10 Each and every undertaking contained in this Agreement shall be capable of independent
enforcement, thus enabling any court or other competent tribunal to enforce the
remainder thereof should it adjudge any particular undertaking(s) or portions thereof to be
invalid.
1.11 The contra proferentem rule (i.e. the rule of construction that a contract shall be
interpreted against the party responsible for the drafting or preparation of the contract)
shall not apply in relation to the interpretation of this Agreement.
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2 APPOINTMENT
2.1 Gert en Rina Logistiek CC hereby appoints the Transporter, as an independent
contractor, to provide the services in respect of the Products, which appointment is
hereby accepted by the Transporter, subject to the terms and conditions of this
Agreement.
2.2 This Agreement shall commence on the commencement date and shall endure
indefinitely, subject to each party's right to terminate the Agreement upon 30 (thirty) days'
written notice to the other, without prejudice to any obligations or rights on the part of both
parties which shall have accrued prior to such termination.
2.3 The Transporter's appointment is not exclusive, i.e. Gert en Rina Logistiek CC shall be
entitled to use other Transporters to provide services.
3 PROVISION OF SERVICES
3.1 The Transporter shall provide the following services to Gert en Rina Logistiek CC :
3.1.1 Supervise the loading of, or, if required, load a consignment onto a clean, dry and
contamination free, empty Truck or Trucks at the loading point.
3.1.2 Securely tarp each load and ensure that the consignment is protected from rain,
contamination and loss during transit.
3.1.3 Procure that the consignment is weighed by the Consignor’s weighbridge at the
loading point.
3.1.4 Include on the delivery documentation for each consignment at least the –
3.1.4.1 quantity of the Products loaded;
3.1.4.2 Truck registration number; and
3.1.4.3 Order number.
3.1.5 Prepare and forward to Gert en Rina Logistiek CC a daily schedule of all
consignments dispatched, including tonnages loaded and estimated times or
arrival at Offloading Points.
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3.1.6 Convey the Products from the loading point to the offloading point within the
stipulated time period and via the route agreed with Gert en Rina Logistiek CC,
alternatively, in the absence of such Agreement the most efficient route.
3.1.7 Have in place goods in transit insurance as more fully described in clause 12.
3.1.8 Upon arrival at the offloading point –
3.1.8.1 Procure that the consignment is weighed by the receiver’s weighbridge;
3.1.8.2 Check whether the consignment is consistent with the delivery / dispatch note
details;
3.1.8.3 Inspect the Products and report the existence of discrepant, damaged or
missing Products or the packaging thereof;
3.1.8.4 Offload the Products;
3.1.8.5 Obtain documentation signed and stamped by the receiver confirming the
quantity, quality and condition of the Products delivered to the receiver
(“POD”)
3.2 The Transporter shall, in providing the services, -
3.2.1 comply with all legal requirements relating to the provision of the Services,
including inter alia, all occupational health, safety and environmental legislation,
the provisions of the National Road Traffic Act, 93 of 1996, the provisions of the
Customs and Excise Act and all regulations promulgated in terms of the such
legislation and any new legislation and regulations;
3.2.2 comply with all animal feed industry requirements and food milling industry
requirements relating to the provision of the services, including, inter alia, the
protocols published, and to be published, by AFMA;
3.2.3 without derogating from the generality of the aforegoing, ensure that a
consignment does not exceed the legal carrying capacity of the Truck it being
agreed that any penalties and/or fines incurred as a result of overloading shall be
the sole responsibility of the Transporter;
3.2.4 employ suitably qualified and trained personnel to provide the services;
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3.2.5 comply with all reasonable instructions furnished to it by the designated
representative(s) of Gert en Rina Logistiek CC from time to time in connection
with the services;
3.2.6 procure all equipment that may be necessary for the execution of its
responsibilities in terms of this Agreement at its own expense, and operate and
maintain such equipment so that it complies with all applicable safety standards;
3.2.7 conduct the services in a safe, proper and workmanlike manner and exercise
reasonable skill, care and diligence in the performance of the services;
3.2.8 be solely responsible for obtaining all necessary permits and authorisations
required from any local or government authority in connection with the provision of
the services;
3.2.9 become familiar with and comply with all requirements at loading and offloading
points;
3.2.10 execute the services in such Order and sequence as is reasonably required by
Gert en Rina Logistiek CC and, to the best of its reasonable ability, render the
services as timeously as possible in the circumstances;
3.2.11 collect or deliver the Products from or to the loading and offloading points
respectively during the usual working hours of the personnel employed there or at
such other time as may have been agreed;
3.2.12 advise Gert en Rina Logistiek CC of any loss of or damage to the Products,
regardless of where such loss or damage occurred, as soon as the Transporter
becomes aware of any such loss or damage and carry out Gert en Rina Logistiek
CC’s reasonable instructions regarding any Products; and
3.2.13 ensure that the operators of the Transporters' vehicles will be equipped with an
operational cellular phone and to be contactable at all times.
3.3 If the Transporter fails to convey the Products from the loading point to the offloading
point within the stipulated time period, any losses or damages occasioned thereby,
including, inter alia, any additional storage or other charges received by Gert en Rina
Logistiek CC from the Consignor and/or Receiver, shall be borne by and/or payable on
demand by the Transporter.
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3.4 If the Transporter submits inaccurate or incomplete documents to Gert en Rina
Logistiek CC, it shall be obliged to rectify the documents and also pay to Gert en Rina
Logistiek CC upon demand therefor, an administration fee of R3.00 per ton.
4 ADDITIONAL SERVICES
The parties may agree that the Transporter shall perform services other than those provided
for in this Agreement, in which event an additional fee shall be payable by Gert en Rina
Logistiek CC, at a rate agreed between the parties.
5 DUTIES AND OBLIGATIONS
5.1 Gert en Rina Logistiek CC shall –
5.1.1 issue a Transport Order once the Transporter has confirmed that it will convey an
intended consignment in terms of this Agreement pursuant to an enquiry received
from Gert en Rina Logistiek CC in that regard;
5.1.2 ensure that the Transporter is provided with all requisite information and data
necessary to enable the Transporter to comply with its obligations under this
Agreement; and
5.1.3 ensure that its decisions on all matters referred to in writing by the Transporter are
communicated to the transporter in writing and without any unreasonable delay to
enable the Transporter to comply with its obligations under this Agreement.
5.2 It is recorded that although Gert en Rina Logistiek CC advocates and requires prompt
loading and offloading at all times, no guarantees are given by Gert en Rina Logistiek
CC in this regard.
6 REMUNERATION
6.1 In consideration for the Services, Gert en Rina Logistiek CC shall pay to the Transporter
the Remuneration as per the Transport Order.
6.2 Unless agreed to the contrary in the Transport Order –
6.2.1 the Remuneration is inclusive of any value-added tax; and
6.2.2 the Receiver's weighbridge certificates shall constitute prima facie proof of the
quantity of Products delivered to an Offloading Point.
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6.3 It is recorded that no standing time charges will be payable by Gert en Rina Logistiek
CC to the Transporter unless prior agreement to that effect has been concluded in writing
between the Parties, and duly signed by both Parties.
7 PAYMENT
7.1 The Transporter shall provide Gert en Rina Logistiek CC with a tax invoice on
completion of the offloading of a consignment specifying the Remuneration due in respect
of the Services provided in respect of that consignment, together with the relevant POD,
Consignor's weighbridge certificate, Receiver's weighbridge certificate and any
documents required by Gert en Rina Logistiek CC in respect of the provisions of the
Customs and Excise Act.
7.2 Each of the transporter's invoices to Gert en Rina Logistiek CC shall not pertain to more
than one Transport Order, i.e. each invoice shall pertain to a single Gert en Rina
Logistiek CC contract number, a single route, and single type of Product. The Gert en
Rina Logistiek CC contract number shall be clearly depicted on the invoice. The
contract number shall be communicated to the Transporter on the Transport Order.
7.3 The Transporter shall provide Gert en Rina Logistiek CC with a consolidated statement
in respect of each calendar month, specifying the Remuneration due in respect of
Services provided during such calendar month.
7.4 Gert en Rina Logistiek CC shall make payment to the transporter of the amount
reflected in each original tax invoice within 30 (thirty) days, provided that the originals of
the other documents referred to in clause 7.1 have been provided, and subject always to
the provisions of clause 8 below.
7.5 All payments by Gert en Rina Logistiek CC shall be made into a back account
nominated in writing by the Transporter.
8 SHORTAGES AND SET OFF
8.1 In the event that there is a shortage in respect of the quantity of the Products loaded at
the Loading Point and the quantity offloaded at the Offloading Point, the Transporter shall
issue to Gert en Rina Logistiek CC a credit note in respect of the value of such
shortage, the amount of which will be set off against the Remuneration payable in respect
of the short-delivered Truckload.
8.2 Gert en Rina Logistiek CC shall not be obliged to pay any Remuneration in respect of
the short-delivered Truckload before it has received the credit note, provided that nothing
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in this clause shall affect Gert en Rina Logistiek CC's rights to claim from the
Transporter and/or its insurers the value of any Products not delivered in respect of which
it has not received compensation by way of set-off or otherwise.
8.3 Gert en Rina Logistiek CC shall also be entitled to set-off the following against any
Remuneration payable to the Transporter:
8.3.1 Any demurrage incurred by Gert en Rina Logistiek CC due to the Transporter's
failure to load or offload Products timeously; and
8.3.2 Any other amounts approved by the Transporter.
9 COSTS
Any costs, including attorney and own client costs, incurred by either Party arising out of the
breach by the other Party of any of the provisions of this Agreement shall be borne by the
breaching Party.
10 LIABILITY
10.1 Subject always to the provisions of clause 11 the Transporter shall be liable to Gert en
Rina Logistiek CC for any loss of and/or damage to the Products sustained between the
time when it commences handling those products at the Loading Point until it places the
Products at the disposal of the Receiver at the offloading Point, including any loss or
damages occasioned thereby, and, save to the extent that Gert en Rina Logistiek CC
has already set off the value of such loss or damage in terms of clause 8, shall reimburse
Gert en Rina Logistiek CC or shall procure that its insurers shall reimburse Gert en
Rina Logistiek CC in respect of such loss or damage within 30 (thirty) days of being
notified by Gert en Rina Logistiek CC of its claim in that regard. For the purposes of
this Agreement, "damage" shall mean deterioration in the quantity, quality or condition of
the goods, sustained between the times when the transporter commences handling the
Products at the Loading Point until it places the Products at the disposal of the Receiver
at the offloading Point.
10.2 In the event that the transporter or its insurers fail timeously to so reimburse Gert en
Rina Logistiek CC in respect of such loss or damage, and without prejudice to its other
rights in terms of this Agreement and at law, Gert en Rina Logistiek CC shall be entitled
to set off the amounts due in that regard from any amounts due by it to the Transporter.
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10.3 Nothing in this clause 10 shall preclude Gert en Rina Logistiek CC from claiming
against the Transporter any other losses or damages sustained by it as a result of any
breach of this Agreement by the Transporter.
10.4 Gert en Rina Logistiek CC and the Consignor shall not be liable, in respect of or in
consequence of any accident or damage to the vehicle or property belonging to the
Transporter or third parties, and the Transporter indemnifies Gert en Rina Logistiek CC
and the Consignor against all such damages and compensation against all claims,
demands, proceedings, costs, charges and expenses, whatsoever, in respect thereof or
in or in relation thereto.
10.5 The Transporter having been given permission to enter the loading and/or offloading
points for purpose of rendering of the services in terms hereof, hereby acknowledges that
the Transporter enters the said premises entirely at its own risk and that it shall have no
claim against Gert en Rina Logistiek CC and/or its Consignor.
10.6 The Transporter shall take any and every precaution not to injure any of the employees of
Gert en Rina Logistiek CC and/or the Consignor or any other persons, nor to damage
any of the property at the loading and/or offloading points in the execution of the
Agreement and the Transporter hereby indemnifies Gert en Rina Logistiek CC and/or
the Consignor against all claims, damages, demand, proceedings, costs, charges and
expenses whatsoever, arising in this regard.
10.7 The Transporter indemnifies Gert en Rina Logistiek CC and/or the Consignor against
any claim arising from any loss, damage or personal injury suffered by any person or
instance as a result of or in the course of such transportation. For these purposes, the
Transporter shall make provision for adequate insurance to cover any such loss or
damage to Products/goods or person at its own cost.
11 LIMITATION AND EXCLUSION OF LIABILITY
The Transporter shall not have any liability whatsoever for claims for, arising from or relating
to –
11.1 an act or omission of Gert en Rina Logistiek CC or any person acting on its behalf;
11.2 the transporter complying with the instructions given by or on behalf of Gert en Rina
Logistiek CC;
11.3 an act or Order of any legal authority;
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11.4 the handling, loading or offloading of Products by Gert en Rina Logistiek CC; or
11.5 the insufficiency of the packaging or labelling of the Products or containers, except where
such service has been provided by the Transporter.
12 GOODS IN TRANSIT INSURANCE
12.1 The Transporter shall take out and maintain during this Agreement, sufficient and
comprehensive insurance to cover any claims by Gert en Rina Logistiek CC or any
owner of the Products for loss of or damage to the Products;
12.2 Such insurance shall be for not less than the full replacement value of the Products, shall
record Gert en Rina Logistiek CC and any owner's insurable interest in the Products,
and shall be on the terms specified by Gert en Rina Logistiek CC, failing which, on the
terms usually associated with "goods in transit" insurance, including damage or loss
incurred as a result inter alia, of fire, theft (including hi-jacking) and/or accidents.
12.3 The Transporter shall produce to Gert en Rina Logistiek CC, upon demand, the relevant
policy or policies, and proof of payment of the current premiums.
12.4 Any amounts not recoverable from the insurers in respect of loss of or damage to the
Products, whether by way of excess, or because insufficient or no insurance over is in
place, or for any other reason whatsoever, shall be recoverable by Gert en Rina
Logistiek CC from the Transporter.
13 SUBCONTRACTS
The Transporter shall be entitled to engage the services of a sub-contractor only with the
written consent of Gert en Rina Logistiek CC, and any such sub-contracting shall not
relieve the transporter of any of its obligations under this Agreement.
14 BREACH
14.1 Should the Transporter –
14.1.1 breach any provisions of this Agreement, and further fail to commence rectifying
such breach within 7 (seven) days after receiving written notice from Gert en Rina
Logistiek CC requiring it to do so, or to diligently continue with such rectification;
or
14.1.2 persistently breach or fail to perform any one or more of its obligations in terms of
this Agreement to such an extent so as to demonstrate the intention of the
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transporter not to continue performance of its obligations under this Agreement or
its inability to perform such obligations,
then, Gert en Rina Logistiek CC shall be entitled to terminate this Agreement (either as
an alternative to a claim for specific performance or upon the abandonment of such
claim) on written notice given to the transporter, without prejudice to Gert en Rina
Logistiek CC's rights to claim damages.
14.2 Should Gert en Rina Logistiek CC breach this Agreement and fail to remedy such
breach within 7 (seven) days after receiving written notice from the Transporter requiring
it to do so, the Transporter shall be entitled to terminate this agreement (either as an
alternative to a claim for specific performance or upon the abandonment of such claim)
on written notice given to Gert en Rina Logistiek CC without prejudice to the
Transporter's rights to claim damages.
14.3 Notwithstanding any of the aforegoing provisions to the contrary, each Party shall be
entitled, without prejudice to its rights in terms of this Agreement or according to law
(including its rights to claim damages), to terminate this Agreement by written notice to
the other if the other Party –
14.3.1 is wound-up, or placed under judicial management (whether provisionally or
finally), or it passes a resolution for its winding-up;
14.3.2 has a default judgment entered against it and fails within 10 (ten) days thereafter
either to satisfy that judgment or to take effective steps to have it set aside;
14.3.3 commits any act of insolvency or proposes a compromise with its creditors
generally other than for the purposes of amalgamation of reconstruction;
14.3.4 is unable, or is deemed to be unable to pay its debts; or
14.3.5 ceases to conduct business or gives notice of its intention to do so.
15 DISPUTES
15.1 Save as otherwise provided in this Agreement, if any dispute arises between the Parties
in relation to any matter pertaining to this Agreement or any cancellation thereof, then
such dispute shall be dealt with in the manner hereinafter prescribed.
15.2 Each of the Parties hereby undertakes to the other, to negotiate and endeavour to
resolve any such dispute as soon as possible by mutual agreement, without a formal
dispute being declared, and to this end, -
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15.2.1 the dispute will be referred for negotiation to the respective representatives of Gert
en Rina Logistiek CC and the Transporter; and
15.2.2 in the event where the aforesaid representatives are unable to reach agreement
within 3 (three) days, the matter will be further discussed between the Parties'
respective Chief Executive Officers.
15.3 If the Parties are still unable to reach any Agreement in the manner referred to in clause
15.2 within 30 (thirty) days of the negotiations referred to therein having commenced,
then a Party may (but is not obliged) refer such dispute to arbitration in terms of this
clause.
15.4 Subject to the provisions of this clause, the arbitration shall be held in Bloemfontein in
accordance with the AFSA Rules for expedited Arbitrations.
15.5 The arbitrator shall be, if the question in issue is –
15.5.1 primarily an accounting matter, a chartered accountant of not less than 10 (ten)
years standing;
15.5.2 primarily other than an accounting matter, a practising advocate of not less than 10
(ten) years standing,
agreed upon by the parties to the dispute or, failing such agreement within 3 (three)
business days after the date on which the arbitration is demanded, appointed by AFSA or
its successor, who may be requested by any party to the dispute to make that nomination
at any time after the expire of that 3 (three) business day period.
15.6 Should the parties to the dispute not be in agreement as to whether the question in issue
is, or is other than, primarily an accounting matter, then it shall be deemed to be primarily
other than an accounting matter.
15.7 The arbitrator shall be entitled –
15.7.1 to investigate or cause to be investigated any matter, fact or thing which he
considers necessary or desirable in connection with the dispute and for that
purpose shall have the widest powers of investigating all the books and records of
any party to the dispute and the right to make copies thereof and the right to have
them produced or delivered at any reasonable place required by him for the
aforesaid purposes;
15.7.2 to interview and question under oath any of the Parties;
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15.7.3 to decide the dispute according to what he considers just and equitable in the
circumstances;
15.7.4 to make such award, including an award for specific performance, an interdict,
damages or a penalty or otherwise as he in his discretion may deem fit and
appropriate.
15.8 The arbitration shall be held as quickly as possible after it is demanded with a view to its
being completed within 20 (twenty) business days after it has been so demanded.
15.9 Immediately after the arbitrator has been agreed upon or nominated in terms of clause
15.5, any of the parties to the dispute shall be entitled to call upon the arbitrator to fix a
date and place when and where the arbitration proceedings shall be held and to settle the
procedure and manner in which the arbitration proceedings will be held.
15.10 Any award that may be made by the arbitrator –
15.10.1 shall be final and binding;
15.10.2 will be carried into effect; and
15.10.3 may be made an order of any court to whose jurisdiction the parties to the dispute
are subject.
15.11 Nothing in this clause shall preclude a Party from applying to Court for a temporary
interdict, or other relief of any urgent and temporary nature, pending the award of the
arbitrator.
15.12 Pending resolution of the dispute, the Parties shall continue to implement this Agreement
fully.
15.13 Dispute resolution proceedings and the outcome thereof shall as far as possible be kept
confidential.
15.14 This clause shall survive the termination of this Agreement for any reason whatsoever.
15.15 However, should the parties not be able to conclude a written agreement within the 20
days' period referred to in clause 15.8 above, in terms whereof the arbitration process is
to be conducted, then any of the parties will be entitled to institute legal process in any
appropriate Court of Law which may have jurisdiction to adjudicate the matter.
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16 FORCE MAJEURE AND IMPOSSIBLITY OF PERFORMANCE
16.1 In this clause the expression "force majeure" means war, earthquake, fire, flood, frost,
tempest, drought, cyclone, act of God, decrees or restraints or acts of Government or
military authority, impassable public road conditions, strikes and other industrial disputes,
sabotage, civil commotion, riots, lock-outs, labour unrest or disputes, unscheduled
stoppages, civil disorder, boycott, or any other similar cause wholly beyond the
reasonable control of the Party affected thereby (provided that inability to meet any
obligation hereunder because of lack of funds, shall in no circumstances be treated as an
event of force majeure).
16.2 In the event that any Party shall be rendered unable to carry out the whole or any part of
its obligations under this Agreement by reason of an event of force majeure, the
performance of the obligations hereunder of the party affected thereby, shall be excused
during the continuance of such inability so caused, provided that –
16.2.1 such inability shall insofar as possible be remedied by the Party affected thereby,
with all reasonable dispatch; and
16.2.2 the performance of the obligations of the party concerned shall be resumed as
soon as may be reasonably practicable after the interruption has ceased
16.3 Should any occurrence as referred to above arise, then during any period in which any
Party hereto is prevented form fulfilling any of its obligations hereunder, the other Party
shall be entitled to take such steps as may be reasonably necessary in the
circumstances, to deal with the situation as it may deem fit, in order to meet the
requirements in the normal and ordinary course of its operations.
16.4 Notwithstanding the aforegoing, if either party is precluded by, or as a result of an event
of force majeure from fulfilling its obligations for a period of more than 90 (ninety)
consecutive days, then either Party shall be entitled, but not obliged, to cancel this
Agreement and neither Party shall be entitled to claim damages as a result of such
cancellation.
17 RELATIONSHIP
17.1 This Agreement shall not constitute a partnership or joint venture, between the Parties
and neither Party will hold itself out as an agent, partner or representative of the other.
INITIALS: _________ _________ Transport Agreement [Ref: KGV001/JJK/tvr]
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17.2 The Transporter is not, at any time whatsoever, entitled to, directly or indirectly, negotiate,
deal or contract with any Consignor or Receiver about pricing, invoicing and/or payments
pertaining to any Transport Order, whatsoever.
18 CESSION AND ASSIGNMENT
The Transporter shall not be entitled to cede, assign or otherwise delegate any of its rights
and obligations in terms of this Agreement without the prior written consent of Gert en Rina
Logistiek CC, which consent shall not unreasonably be withheld.
19 AGREEMENT BINDING ON SUCCESSORS IN TITLE
This Agreement shall be binding on the successors in title, administrators, curators,
liquidators and trustees of each of the Parties.
20 DOMICILIA
20.1 All notices by one Party to the other shall be given in writing by prepaid registered post,
telefax, email or delivered by hand to –
20.1.1 Gert en Rina Logistiek CC:
Physical address:
Postal address:
Fax number:
Email address:
Attention:
20.1.2 The Transporter:
Physical address:
Postal address:
Fax number:
Email address:
Attention:
which physical addresses the Parties choose as their respective domicilia citandi et
executandi addresses.
20.2 In the absence of proof to the contrary, any notice sent by one Party to another –
INITIALS: _________ _________ Transport Agreement [Ref: KGV001/JJK/tvr]
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20.2.1 by registered post, shall be deemed to have been received 5 (five) days after it is
posted;
20.2.2 delivered by hand, shall be deemed to have been received on the day of delivery;
20.2.3 sent by telefax or email, shall be deemed to have been received on the next
business day after it is despatched,.
20.3 The Parties shall be entitled to change the addresses referred to in hereinabove from
time to time provided that any such change shall only become effective upon receipt of
notice in writing by the other Party of such change.
21 GOVERNING LAW
21.1 This Agreement shall be governed by and construed according to the laws of the
Republic of South Africa.
21.2 Subject to clause 15, the Free State High Court, Bloemfontein shall have non-exclusive
jurisdiction to hear and determine any suit, action or proceedings, which may arise out of
or in connection with this agreement.
22 WHOLE AGREEMENT AND NO WAIVER
22.1 This Agreement and the respective Transport Orders contain all the terms of the
agreement between the Parties and no amendment, variation, consensual cancellation or
addition shall be of any force or effect unless and until recorded in writing and signed by
the Parties hereto.
22.2 Save for those contained herein, no representations, warranties or statements –
22.2.1 have been given or made by, or shall be binding on, either Party;
22.2.2 have induced either party to enter into this Agreement.
22.3 The granting of any indulgence by either Party to the other shall not constitute a waiver
by the first-mentioned Party of any term or condition of this Agreement, nor as a waiver or
novation of any of the rights of such Party, nor estop such Party from exercising its rights,
and no waiver of any breach shall operate as a waiver of any continuing or subsequent
breach.
INITIALS: _________ _________ Transport Agreement [Ref: KGV001/JJK/tvr]
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23 PUBLICITY
Neither Party will make or issue any formal or informal announcement or statement to the
press in connection with this Agreement without the prior written consent of the other.
24 COSTS
Each Party shall bear its own costs of and incidental to the preparation and execution of this
Agreement.
25 WARRANTY BY SIGNATORIES
25.1 By his signature hereto each of the signatories to this Agreement warrants that he is duly
authorised to conclude this Agreement by the Party on whose behalf he so signs.
25.2 By his signature hereto, the person signing on behalf of the Transporter warrants that the
Transporter will have in place the insurance required in terms of clause 12, and agrees
that breach of this warranty will render him personally, jointly and severally liable with the
Transporter, to Gert en Rina Logistiek CC, for any loss of or damage to Products as
envisaged in that clause.
SIGNED at ________________________ on this _______ day of __________________
20_____.
AS WITNESS:
(1)_______________________________
(Name of witnesses in block letters)
(2)_______________________________ ________________________________
(Name of witnesses in block letters) For Gert en Rina Logistiek CC
(Duly authorised)
INITIALS: _________ _________ Transport Agreement [Ref: KGV001/JJK/tvr]
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SIGNED at ________________________ on this _______ day of __________________
20_____.
AS WITNESS:
(1)_______________________________
(Name of witnesses in block letters)
(2)_______________________________ ________________________________
(Name of witnesses in block letters) (Duly authorised to sign for and on
behalf of the Transporter)