GENERAL TERMS AND CONDITIONS OF SALE
EXXARO GROUP COMPANIES1.

PRICING

1.1

Price lists issued by Exxaro Resources Limited, registration number: 2000/011076/06, apublic company duly registered in terms of the laws of South Africa with domicilium citandi etexecutandi at The Connexxion, 263B West Avenue, Die Hoewes, Centurion, or any of its
subsidiaries (“Exxaro”) from time to time, are for information purposes only and do notconstitute an offer for sale. Any verbal understanding or agreement transmitted to Exxaro
shall have no binding effect unless confirmed in writing by Exxaro.

1.2

All deliveries as part of business transactions are subject strictly and solely to these General
Terms and Conditions of Sale (“Terms and Conditions”). Any deviation there from, or any
supplement there to, shall have no effect unless specifically confirmed in writing by Exxaro.
This specifically refers to buyer’s or purchaser’s (hereinafter referred to as the “Purchaser”)
own conditions of purchase.

1.3

In the event of these Terms and Conditions being issued with reference to an existing Exxaro
written agreement and/or the parties subsequently concluding a written agreement, theseTerms and Conditions shall be superseded by those of said agreement.

2.

QUOTATIONS
Quotations are subject to formal confirmation in writing by Exxaro after receipt of notificationthat the order parameters and specifications offered by Exxaro are acceptable to thePurchaser.

3.

ORDERS
Orders are accepted at prices, transport tariffs and other formally announced rulingconditions at the confirmed expected delivery date, unless otherwise specifically agreed inwriting. Prices and rates are subject to Value Added Tax (if applicable) as contemplated inthe Value-Added Tax Act No 89 of 1991, as amended from time to time.

4.

RETURN OF PRODUCTPurchasers shall not return product for any reason without having obtained Exxaro’s written
confirmation. Where such confirmation has been obtained, Purchasers shall facilitate thereturn of such product in accordance with Exxaro’s arrangements not later than one weekfrom the date of such confirmation.

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5.

CLAIMS
Claims in respect of shortages shall be made in writing immediately upon receipt of aconsignment of product, and no claim for any shortages will be recognised unless lodged
with Exxaro within 2 (two) days of receipt of the consignment in respect of which a shortageis alleged. In the event of non-delivery of any consignment, whether by rail or road,
Purchasers shall notify Exxaro thereof in writing within seven days (if by rail) and within twodays (if by road) of the date of when consignment of product should have been received by
the Purchaser.

6.

PAYMENT TERMS

6.1

In terms of Exxaro’s standard payment terms and where a credit agreement has beenarranged between the parties, payment shall be due and reflected in Exxaro’s nominatedbank account on the 30th (thirtieth) day from the date of either statement or invoice, whichshall be deemed to be the due date. Should the last day of the month fall on a Saturday,
Sunday and/or public holiday, payment should be effected on the previous business day toensure that it will reflect in Exxaro’s nominated bank account within the 30th (thirtieth) dayfrom the date of either statement or invoice.

6.2

Purchasers shall not under any circumstances be entitled to deduct or set-off any amountfrom or against amounts due as indicated in Exxaro’s invoice.

6.3

Failure to settle an account by the due date shall entitle Exxaro to charge the Purchaserinterest at a rate three-percentage point above the ruling prime overdraft rate as determined
by Absa Bank of South Africa. Furthermore, Exxaro may elect to cease deliveries of any
other orders until the account has been settled in full.

6.4

No interest will be payable to the Purchaser because of any advance payment.

7.

WEIGHT DETERMINATION7.1

Where Exxaro is responsible to arrange the transport, this will be on a DAP basis, means“Delivered at Place” as defined in terms of the rules of the “Incoterms ® 2020 ICC Publication
723E”. As the road truck with product is delivered at the Purchaser’s site, such site’s weight
shall be used as final and binding. Where the site does not have a calibrated assized
weighbridge, Exxaro’s weighbridge at point of dispatch of product shall be used as final andbinding.

7.2

Where the Purchaser is responsible to arrange the transport, this will be on a FCA basis,means “Free Carrier” as defined in terms of the rules of the “Incoterms ® 2020 ICC
Publication 723E”. Exxaro’s weighbridge at point of dispatch of product shall be used as finaland binding.

7.3

Any discrepancy of >3% (greater than 3 percent) between the weighbridges at point ofloading road trucks at Exxaro’s mine and the point of off-loading road trucks at thePurchaser’s site, is to be investigated further and discussed between the parties, with anappropriate solution to be agreed.

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7.4

All logistical costs is for the Purchaser’s account.

8.

WARRANTY AND LIMITATIONS
Exxaro undertakes to see that product supplied will conform to specifications and/or to any
requirements specifically accepted by Exxaro on confirmation of each purchase order.

9.

LIMITATION OF LIABILITY

9.1

Exxaro shall not be liable or responsible for any indirect, consequential, incidental orcontingent damages, including but not limited to such loss of profit arising out of a breach ofthese Terms and Conditions.

9.2

Exxaro’s liability being the sole remedy of the Purchaser shall be limited to compensating thePurchaser in its discretion either:•by way of credit, taking into account its scrap value in cases where it was agreed thatproduct would not be returned to the Mine, plus transport charges incurred by thePurchaser in the delivery of product; or•

replacement of the rejected product, to the required specification and delivered to theoriginally specified address.

9.3

Requests for either credit or for the replacement of product must be submitted together withthe complaint, in all cases not later than five business days after initial delivery.

10.

DELIVERY DATES

10.1 Dates or periods for delivery are approximate and are given for information only and shallunder no circumstances be essential terms. A delay in delivery including delivery later thanthe date or dates provided in writing shall not constitute a breach and shall not entitle thePurchaser to avoid the written requirements or to any other remedy unless Exxaroa has
guaranteed the date of delivery in a written warranty which expressly modifies the provisionsof this condition.
10.2 Delivery is further subject to undisturbed production and/or delivery at the planned rate andregular supply of any required raw materials under the existing orders from Exxaro to third
party suppliers. Any major disturbance of operations and cases of Force Majeure including
but not limited to strike and lockout, shall entitle Exxaro to suspend delivery and/or terminate
its delivery obligation. If such contingency continues for a period of more than 1 (one) month,then the Purchaser upon giving notice reasonably in advance shall have the right to refuse
to take delivery of any purchased quantity so affected unless a substitute arrangement ismade.

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11.

DELIVERY AND OWNERSHIP

11.1 Exxaro retains the right to effect delivery by rail or road at the Purchaser’s cost unlessotherwise agreed in writing prior to placing an order.
11.2 Ownership of the product shall remain with Exxaro, until Exxaro has been paid in full thereof.
11.3 The risk of loss or damage shall pass to the Purchaser on delivery of the product at thespecified address by Exxaro’s transport contractor, or when control of the product is taken
should the Purchaser’s transport contractor be responsible for delivery.

12.

OWN TRANSPORT

12.1 Should the Purchaser wish to appoint their own transporter to effect delivery of the product,written approval has to be obtained from Exxaro. If approved, the Purchaser assumes allrisk and/or responsibility for delivery and risk in the product transfer to the Purchaser, assoon as the Purchaser takes control of the product.
12.2 The Purchaser shall have no claim against Exxaro who shall not be bound by any terms orconditions contained in such contract of delivery. The Purchaser indemnifies Exxaro against
all and any claims of whatsoever nature arising out of such contract/s.
12.3 Where a Purchaser fails to take delivery of the product tendered by Exxaro within
14 (fourteen) calendar days, the Purchaser will no longer be entitled to such product andExxaro shall be entitled to offer such product into the market. Unless the Purchaser requests
in writing that the product be held for an extended period of time and Exxaro agrees to suchin writing.

13.

INDEMINITY
The Purchaser hereby indemnifies Exxaro its directors, managers, agents and employees
harmless against all claims, demands, damages, penalties, costs and any expenses to which
Exxaro may become liable by reason of the Purchaser’s breach of these Terms andConditions.

14.

SUSPENSION GRANTS
Exxaro is hereby granted the right to, without notice and without prejudice to any of its rights
and without the insurance of any further liabilities as a result of such suspension, suspend
deliveries of its products between Exxaro and the Purchaser or deliveries of any of its otherproducts, if the Purchaser should fail to fulfil any of its obligations in terms of these Terms
and Conditions or in connection with any further order by reason of any act of God, war(whether declared or not), force majeure, governmental control, storm, fire, strikes, lockouts,riots, epidemic, pandemic, civil commotion, breakdown or partial failure of plant or machinery,
inevitable accident or any other circumstances beyond its control, Exxaro is prevented wholly
or in part from fulfilling its obligations under these Terms and Conditions.

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15.

SUSPENSION OF DELIVERIES
If the Purchaser should fail to fulfil any of its obligations in terms of these Terms andConditions (or in connection with any further order) be it by reason of any act of God, war(whether declared or not), force majeure, governmental control, storm, fire, strikes, lockouts,riots, civil commotion, epidemic, pandemic, terrorism, breakdown or partial failure of plant ormachinery, inevitable accident or any other circumstances beyond its control, or Exxaro isprevented wholly or in part from fulfilling its obligations in terms of these Terms andConditions – Exxaro is hereby granted the right to suspend deliveries of its products between
Exxaro and the Purchaser, or deliveries of any of its other products, without notice andwithout prejudice to any of its rights and without the insurance of any further liabilities as aresult of such suspension.

16.

APPLICABLE LAW AND JURISDICTION

16.1 These Terms and Conditions are subject to the laws of the Republic of South Africa andexcludes any UN Sales Law.
16.2 The place of jurisdiction is the Northern Gauteng Division of the High Court of South Africa.

17.

GENERAL

17.1 No right, remedy, obligation or liability arising hereunder or by reason hereof shall be ceded
or delegated by the Purchaser without written approval from Exxaro.
17.2 The Purchaser agrees to adhere to all laws and regulations in the performance of thisagreement including the Protection of Personal information Act 4 of 2013.
17.3 These Terms and Conditions shall be effective from date of signature of the Purchaser.

PURCHASER

Signature: ………………………………………………………………………

Name: …………………………………………………………………………..

Designation: ……………………………………………………………………

Signed at …………………………… on this ……………… day of …………………………… 20………

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