Common use of Non-compliance Penalties for Local Content Clause in Contracts

Non-compliance Penalties for Local Content. a) The Parties have agreed on the following milestone targets (“the Local Content Plan”): …………………………………………………… b) If for any reason the Supplier is unable to achieve any milestone target indicated in the Local Content Plan OR the local content undertaking the Supplier must approach the Department of Trade and Industry (“DTI”) to obtain exemption in order to supply the goods at a lower local content threshold. The Supplier is obliged to approach DTI for exemption within 10 (ten) days of determining that it is unable to achieve any milestone target or local content threshold. c) Should the DTI provide exemption, the Supplier shall be entitled to provide the goods at the lower local content threshold set by DTI. In such event, the Parties shall in good faith renegotiate the milestone targets or local content undertaking to ensure that the lowered local content thresholds are achieved. d) Should DTI not provide the necessary exemption, the Supplier shall be obliged to meet each milestone target as stated in the Local Content Plan or the local content undertaking. e) Should the Supplier fail to meet any milestone target or the local content undertaking, the following remedies shall apply without limiting any of Transnet’s other rights in law: i. Transnet shall afford the Supplier a period of thirty (30) days to remedy its non- compliance. ii. Should the Supplier fail to meet its obligations within the further 30 day period, the Supplier shall pay a Non-Compliance penalty (“Non-compliance Penalty”) to Transnet in respect of such Non-compliance as set out in clause iv below. The penalties shall be imposed per milestone measurement for non-delivery of committed values in the case of a Local Content Plan or shall be imposed against the non-delivery of committed values where local content undertakings must be met immediately. 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 Content Plan or its committed local content undertaking, Transnet shall be entitled to retain a Non-compliance Penalty at the rate of 2% of every monthly payment due by Transnet to the Supplier over the contract period (“the Local Content Retention 1 Actual Local Content Spend means the monetary value of local content initiatives actually delivered by the Supplier during the period under review. 2 Required Local Content Spend means the monetary value of local content obligations that the Supplier has agreed to deliver during the period under review.

Non-compliance Penalties for Local Content. a) The Parties have agreed on the following milestone targets (“the Local Content Plan”): …………………………………………………… b) If for any reason the Supplier is unable to achieve any milestone target indicated in the Local Content Plan OR the local content undertaking undertaking, the Supplier must approach the Department of Trade and Industry (“DTI”) to obtain exemption in order to supply the goods at a lower local content threshold. The Supplier is obliged to approach DTI for exemption within 10 (ten) days of determining that it is unable to achieve any milestone target or local content threshold. c) Should the DTI provide exemption, the Supplier shall be entitled to provide the goods at the lower local content threshold set by DTI. In such event, the Parties shall in good faith renegotiate the milestone targets or local content undertaking to ensure that the lowered local content thresholds are achieved. d) Should DTI not provide the necessary exemption, the Supplier shall be obliged to meet each milestone target as stated in the Local Content Plan or the local content undertaking. e) Should the Supplier fail to meet any milestone target or the local content undertaking, the following remedies shall apply without limiting any of Transnet’s other rights in law: i. Transnet shall afford the Supplier a period of thirty (30) days to remedy its non- compliance. ii. Should the Supplier fail to meet its obligations within the further 30 day period, the Supplier shall pay a Non-Compliance penalty (“Non-compliance Penalty”) to Transnet in respect of such Non-compliance as set out in clause iv below. The penalties shall be imposed per milestone measurement for non-delivery of committed values in the case of a Local Content Plan or shall be imposed against the non-delivery of committed values where local content undertakings must be met immediately. 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 Content Plan or its committed local content undertaking, Transnet shall be entitled to retain a Non-compliance Penalty at the rate of 2% of every monthly payment due by Transnet to the Supplier over the contract period (“the Local Content Retention 1 Actual Retention Amount”). The Local Content Spend means the monetary value of local content initiatives actually delivered Retention Amount shall be set off against any penalties payable by the Supplier at any milestone assessment. f) Should no penalties be imposed during the period under review. 2 Required duration of the contract, Transnet shall refund the full value of the Local Content Spend means the monetary value of local content obligations that Retention Amount to the Supplier has agreed to deliver during at the period under reviewend of the contract period.

Non-compliance Penalties for Local Content. a) The Parties have agreed on the following milestone targets (“the Local Content Plan”): …………………………………………………… b) If for any reason the Supplier is unable to achieve any milestone target indicated in the Local Content Plan OR the local content undertaking the Supplier must approach the Department of Trade and Industry (“DTI”) to obtain exemption in order to supply the goods at a lower local content threshold. The Supplier is obliged to approach DTI for exemption within 10 (ten) days of determining that it is unable to achieve any milestone target or local content threshold. c) Should the DTI provide exemption, the Supplier shall be entitled to provide the goods at the lower local content threshold set by DTI. In such event, the Parties shall in good faith renegotiate the milestone targets or local content undertaking to ensure that the lowered local content thresholds are achieved. d) Should DTI not provide the necessary exemption, the Supplier shall be obliged to meet each milestone target as stated in the Local Content Plan or the local content undertaking. e) Should the Supplier fail to meet any milestone target or the local content undertaking, the following remedies shall apply without limiting any of Transnet’s other rights in law: i. Transnet shall afford the Supplier a period of thirty (30) days to remedy its non- compliance. ii. Should the Supplier fail to meet its obligations within the further 30 day period, the Supplier shall pay a Non-Compliance penalty (“Non-compliance Penalty”) to Transnet in respect of such Non-compliance as set out in clause iv below. The penalties shall be imposed per milestone measurement for non-delivery of committed values in the case of a Local Content Plan or shall be imposed against the non-delivery of committed values where local content undertakings must be met immediately. 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 Content Plan or its committed local content undertaking, Transnet shall be entitled to retain a Non-compliance Penalty at the rate of 2% of every monthly payment due by Transnet to the Supplier over the contract period (“the Local Content Retention 1 Actual Retention Amount”). The Local Content Spend means the monetary value of local content initiatives actually delivered Retention Amount shall be set off against any penalties payable by the Supplier during the period under reviewat any milestone assessment. 2 Required Local Content Spend means the monetary value of local content obligations that the Supplier has agreed to deliver during the period under review.

Non-compliance Penalties for Local Content. a) The Parties have agreed on the following milestone targets (“the Local Content Plan”): …………………………………………………… b) If for any reason the Supplier is unable to achieve any milestone target indicated in the Local Content Plan OR the local content undertaking , the Supplier must approach the Department of Trade and Industry (“DTI”) to obtain exemption in order to supply the goods at a lower local content threshold. The Supplier is obliged to approach DTI for exemption within 10 (ten) days of determining that it is unable to achieve any milestone target or local content threshold. c) Should the DTI provide exemption, the Supplier shall be entitled to provide the goods at the lower local content threshold set by DTI. In such event, the Parties shall in good faith renegotiate the milestone targets or local content undertaking to ensure that the lowered local content thresholds are achieved. d) Should DTI not provide the necessary exemption, the Supplier shall be obliged to meet each milestone target as stated in the Local Content Plan or the local content undertaking. e) Should the Supplier fail to meet any milestone target or the local content undertaking, the following remedies shall apply without limiting any of Transnet’s other rights in law: i. Transnet shall afford the Supplier a period of thirty (30) days to remedy its non- compliance. ii. Should the Supplier fail to meet its obligations within the further 30 day period, the Supplier shall pay a Non-Compliance penalty (“Non-compliance Penalty”) to Transnet in respect of such Non-compliance as set out in clause iv below. The penalties shall be imposed per milestone measurement for non-delivery of committed values in the case of a Local Content Plan or shall be imposed against the non-delivery of committed values where local content undertakings must be met immediately. 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 Content Plan or its committed local content undertaking, Transnet shall be entitled to retain a Non-compliance Penalty at the rate of 2% of every monthly payment due by Transnet to the Supplier over the contract period (“the Local Content Retention 1 Actual Retention Amount”). The Local Content Spend means the monetary value of local content initiatives actually delivered Retention Amount shall be set off against any penalties payable by the Supplier at any milestone assessment. f) Should no penalties be imposed during the period under reviewduration of the contract, Transnet shall refund the full value of the Local Content Retention Amount to the Supplier at the end of the contract period. 2 Required g) Should any unpaid penalties remain at the end of the contract period, then without limiting other rights that Transnet may have in law, the Supplier shall forfeit the Local Content Spend means Retention Amount and shall have no further claim against Transnet for the monetary value repayment of local content obligations that the Supplier has agreed to deliver during the period under reviewsuch amount.

Non-compliance Penalties for Local Content. a) The Parties have agreed on the following milestone targets (“the Local Content Plan”): …………………………………………………… b) If for any reason the Supplier is unable to achieve any milestone target indicated in the Local Content Plan OR the local content undertaking , the Supplier must approach the Department of Trade and Industry (“DTI”) to obtain exemption in order to supply the goods at a lower local content threshold. The Supplier is obliged to approach DTI for exemption within 10 (ten) days of determining that it is unable to achieve any milestone target or local content threshold. c) Should the DTI provide exemption, the Supplier shall be entitled to provide the goods at the lower local content threshold set by DTI. In such event, the Parties shall in good faith renegotiate the milestone targets or local content undertaking to ensure that the lowered local content thresholds are achieved. d) Should DTI not provide the necessary exemption, the Supplier shall be obliged to meet each milestone target as stated in the Local Content Plan or the local content undertaking. e) Should the Supplier fail to meet any milestone target or the local content undertaking, the following remedies shall apply without limiting any of Transnet’s other rights in law: i. Transnet shall afford the Supplier a period of thirty (30) days to remedy its non- compliance. ii. Should the Supplier fail to meet its obligations within the further 30 day period, the Supplier shall pay a Non-Compliance penalty (“Non-compliance Penalty”) to Transnet in respect of such Non-compliance as set out in clause iv below. The penalties shall be imposed per milestone measurement for non-delivery of committed values in the case of a Local Content Plan or shall be imposed against the non-delivery of committed values where local content undertakings must be met immediately. iiixxx. To Xx 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 x. Xx order to guarantee that the Supplier meets its obligations in terms of the Local Content Plan or its committed local content undertaking, Transnet shall be entitled to retain a Non-compliance Penalty at the rate of 2% of every monthly payment due by Transnet to the Supplier over the contract period (“the Local Content Retention 1 Actual Retention Amount”). The Local Content Spend means the monetary value of local content initiatives actually delivered Retention Amount shall be set off against any penalties payable by the Supplier during the period under reviewat any milestone assessment. 2 Required Local Content Spend means the monetary value of local content obligations that the Supplier has agreed to deliver during the period under review.

Non-compliance Penalties for Local Content. a) The Parties have agreed on the following milestone targets (“the Local Content Plan”): …………………………………………………… b) If for any reason the Supplier is unable to achieve any milestone target indicated in the Local Content Plan OR the local content undertaking , the Supplier must approach the Department of Trade and Industry (“DTI”) to obtain exemption in order to supply the goods at a lower local content threshold. The Supplier is obliged to approach DTI for exemption within 10 (ten) days of determining that it is unable to achieve any milestone target or local content threshold. c) Should the DTI provide exemption, the Supplier shall be entitled to provide the goods at the lower local content threshold set by DTI. In such event, the Parties shall in good faith renegotiate the milestone targets or local content undertaking to ensure that the lowered local content thresholds are achieved. d) Should DTI not provide the necessary exemption, the Supplier shall be obliged to meet each milestone target as stated in the Local Content Plan or the local content undertaking. e) Should the Supplier fail to meet any milestone target or the local content undertaking, the following remedies shall apply without limiting any of Transnet’s other rights in law: i. Transnet shall afford the Supplier a period of thirty (30) days to remedy its non- compliance. ii. Should the Supplier fail to meet its obligations within the further 30 day period, the Supplier shall pay a Non-Compliance penalty (“Non-compliance Penalty”) to Transnet in respect of such Non-compliance as set out in clause iv below. The penalties shall be imposed per milestone measurement for non-delivery of committed values in the case of a Local Content Plan or shall be imposed against the non-delivery of committed values where local content undertakings must be met immediately. 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 Content Plan or its committed local content undertaking, Transnet shall be entitled to retain a Non-compliance Penalty at the rate of 2% of every monthly payment due by Transnet to the Supplier over the contract period (“the Local Content Retention 1 Actual Local Content Spend means the monetary value of local content initiatives actually delivered by the Supplier during the period under review. 2 Required Local Content Spend means the monetary value of local content obligations that the Supplier has agreed to deliver during the period under review.