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WHALE ROCK CEMENT (PTY) LTD

2015/1119
VAT NO. 568902 – 015

TRANSPORTERS AGREEMENT/ CONTRACT

CARLOS SHADEE INVESTMENTS CC

2014/00320
Vat no: 62

HEREIN REFERRED AS THE

THE TRANPORTER

Transporter details: CARLOS SHADEE INVESTMENTS CC

Represented by: Sylvester Tuakulilwa Twapua Mudjanima

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1. DEFINITION:

The Company concludes this contract for the benefit of those associates who by ratification
will become parties to this agreement and is for the provision of transport equipment on the
a pre-determined route and carrying a pre-determined commodity.

2. DURATION AND TERMINATION OF CONTRACT:

This contract is for a term of one (7) year, which starts on the date of signature. For the first
time, this contract expires on _______________________ it will be automatically renewed
for successive periods of one (1) calendar year period. The Contract will be renewed subject
to the same terms and conditions as the company’s supply contract and will be extended to
and entered into between the respective contract transporters.

3. OBLIGATIONS:

THE COMPANY

3.1 The Company includes the Transporter in its contractual supply obligations to supply
commodities to various export customers.

3.2 The Company ensures that return loads are guaranteed with each trip and that the return
loads are compatible with the Truck and Trailer configuration as the Transporter has at his or
her disposal.

THE TRANSPORTER

3.2.1 The Transporter in consultation with the Company supplies and / or procures the agreed and
accepted truck make and trailer configuration best suited for the cargo to be transported,
the average distance to be covered, the terrain it operates in and the conditions of roads
which the Company is expected to deliver commodities to its customers and the return loads
which need to be collected.

3.2.2 The Transporter enters into a Non-Disclosure Agreement with the Company whereby all
parties, by mutual consent, protect the intellectual property of the Company, data base and
the customer base/ goodwill. Should the Contract be terminated or not be renewed for
whatsoever reason, an automatic restraint clause will come into effect for a minimum period
of 2 (two) years from the date the contract is rescinded.

4. DUTIES AND RESPONSIBILITIES OF THE COMPANY:

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4.1.1 The Transporter selects, recruits, employs and subjects Drivers to the same Employment
Conditions and Contracts as per the Company's own driver’s personnel and in accordance
with the Labour Act.

4.1.2 Treats each truck and trailer combination as an independent profit and loss account centre
and reports back to the Transporter by means of monthly management accounts.

4.1.3 The Company undertakes to include each truck under its Fleet Management contract and
contract and vehicle tracking system.

4.2.4 The transporter undertakes to insure to have correspondence under goods in transit for, in
and outbound transactions as required by its own contractual obligations.

DUTIES AND RESPONSIBILITIES OF THE TRANSPORTER

4.2.1 The Transporter undertakes to adhere to the required Company's code of conduct manifest.

4.2.2 The Transporter will insure the truck and trailer under his/her name with the accredited
insurer as stipulated by the Company.

4.2.3 The Transporter hereby agrees to meet delivery deadlines as agreed upon with the
Company.

4.2.4 The Transport will ensure that the driver's will adhere to the Operational Process Flow, as
provided by the company

5. FORCE MAJEURE

5.1 Performance may be suspended by either party hereto without liability in whole or in part in
the event of and to the extent that performance is made impossible through circumstances
beyond the reasonable control of the affected party (“force majeure”) provide that
the affected party:

> gives prompt written notice, to the other party of the interruption in performance of its
obligations, setting out details of the intervening circumstances and estimation of their likely
direction; and

> uses all reasonable endeavours to overcome the effect of such intervening circumstances
as soon as possible.

5.2 Should a force majeure circumstance continue for a period in excess of sixty (60) days, either
party will be entitled to cancel this Agreement forthwith on written notification to the other
party?

6. ROUTE RATE FOR TRANSPORT AND TERMS OF PAYMENT

6.1 Rates per route travelled are as follows:

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6.1.1 Otjiwarongo – Walvis Bay : N$29*455KM NAD 97,672.00 per truck (8 x trips) per month @
N$12,209.00 per trip.
6.1.2 Otjiwarongo – Oshakati: N$29*463.5 KM NAD 107,352.00 per truck (8x trips) per month @
N$13,441.00 per trip.
6.1.3 Otjiwarongo – Oshikango: N$29*489.5 KM NAD 113,564.00 per truck (8x trips) per month @
N$14,195.50 per trip

International ROUTE RATE FOR TRANSPORT AND TERMS OF PAYMENT

6.1.4 Otjiwarongo – Bulawayo: N$29*1617 KM NAD 46,893.00 per truck with a backload of
N$11,000,00
6.1.5 Otjiwarongo – Harare: N$29*1899.5 KM NAD 55,071.00 per truck with a backload of
N$13,200,00

6.1.6 Driver Night outs per leg to be paid upon truck departure from point of loading at
NAD8000.00 per driver per round trip.

6.1.7 The Company will provide fuel at specific and dedicated fuelling points, which will be
provided upon departure from Walvis Bay.
6.1.8 Fuel per round trip to covered by the company at specific fuelling points en route.

6.2 Payment subject to the submission and correct completion of all relevant trip
documentation.

6.3 This to be controlled with all expenditure receipts and trip control sheets being submitted to
the Company upon completion of return cycle.

6.4 Transporter to present Company with an invoice every month. The month from the 20 th to the
20th each month

6.5 Transporter payment to be made once a month after the 27th day. All payments (upon
agreed rate, less advances, company account transactions and instalments) to be reconciled
by the company between the 20th and 27th day each month.

7. CESSION

The Transporter shall not cede any of its right in this Supply Contract or divulge classified
information to a third party without first obtaining the written permission of The Company.

8. BREACH

Should The Transporter breach any of the terms and conditions of this Supply Contract,
Addendum and Terms and Conditions and fail to remedy such breach within seven (7) days
after receipt of written notice to do so, The Company shall have the right to give thirty (30)
days’ notice to terminate this Agreement without prejudice to any other rights it may have
in law.

9. TERMINATION

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Either party may terminate this Supply Contract at any time by giving no less than sixty (60)
days’ notice of termination to the other party, if the termination is mutually agreed to by
both parties or, if that other party takes any action or any steps are taken or legal proceedings are
started for: its winding up, dissolution, deregistration, liquidation, whether provisionally or
finally, or re-organisation, other than to reconstruct or amalgamate while solvent on terms
approved by the other party ( which approval will not be unreasonably withheld).

10. SCOPE OF AGREEMENT

Whale Rock Cement Company through the Cheetah Cement brand has signed an
Agreement with Asia and Africa Business Management Company to set up a Modern 1500
metric ton per annum cement plant at Cleveland farm in the Otjiwarongo district. It will be
the biggest plant in Namibia which will create a lot of employment for the Namibians and
will also uplift the living standard of the Namibians nationally.

11. DOMICILIA

The parties hereto respectively choose domicile citadel ET executants for all purposes of and
in connection with the Supply Agreement as follows:

11.1 THE COMPANY

Business Entity : WHALE ROCK CHEETAH CEMENT (PTY) LTD

Reg , Vat no.: 56892015 - 015

Address P.O.BOX 40193 , AUSSPANPLATZ, WINDHOEK, NAMIBIA

Residential ERF 10, FRANKESTRASSE, LUDWIGSDORF, WINDHOEK

Representative: ZEDEKIAS GOWASEB

Contact details: 061 300 031

EMAIL: agab@cheetahcement.na

11.2 THE TRANSPORTER

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Business Entity CARLOS SHADEE INVESTMENTS CC

Business Reg number CC/2014/00320

Address P.O. BOX 61603 WINDHOEK

Residential 62, ZENOBIA STREET, LUDWIGSDORF, WINDHOEK

Representative SYLVESTER T.T MUDJANIMA (MANAGING PARTNER)

Contact details +264811002134

11.3 Each party shall be entitled to nominate an address in substitution for the address set out
above in respect of it at any time by giving each party hereto thirty (30) days written notice of
such change of address.

11.4 Any notice to be given in terms hereof shall be given by courier, email or hand delivery to the
address set out above.

12. AUTHORITY

Each person signing this agreement for and on behalf of a party hereto hereby warrants in his
personal capacity that he is duly authorized by the board of directors of the respective party
to do so.

13. LAW

This Agreement shall be governed by and construed in accordance with the laws of the
Republic of Namibia.

14 GENERAL

14.1 This Agreement constitutes the entire agreement between the parties in respect of the
subject matter hereof and any amendment, addition or alteration to any of the terms,
conditions or provisions hereof shall only be of force and effect if such amendment, addition
or alteration is produced in writing and signed by the parties hereto.

14.2 In the event of an ambiguity conflict between the provisions of this agreement and those
contained in any of the annexure, the provisions of this agreement shall prevail.

14.3 In the event of any clause or any part of any clause in this agreement or any addendum hereto
or amendment hereof being found to be invalid for any reason whatsoever, such clause or

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part of a clause shall be severable from the remainder of this agreement and shall not affect
the validity of such remainder.

15.4 No relaxation or indulgence granted by either party to the other from time to time shall be
deemed to constitute a waiver of such party's rights in terms of hereof, nor shall such
relaxation or indulgence be deemed to be a notation or waiver of the terms and conditions
of this Agreement.

15.5 Neither party has given any warranty whether express or implied nor made any
representation not set out herein.

16 RATIFICATION AND APPROVAL AUTHORITY

For and on behalf of WHALE ROCK CHEETAH CEMENT (PTY) LTD

THUS DONE AND SIGNED on the __________ day of ___________________ 2018 in

the presence of the undersigned witnesses:

WHALE ROCK CHEETAH CEMENT (PTY) LTD

Name …................................................

Designation …................................................ Signature …............................

Witness …................................................ Signature ….............................

For and on behalf of (Transporter Business Entity Name) CARLOS SHADEE INVESTMENTS CC

THUS DONE AND SIGNED on the ___________ day of _____________________ 2018 in

The presence of the undersigned witnesses:

CARLOS SHADEE INVESTMENTS CC


(THE TRANSPORTER)

Name ….................................................

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Designation …................................................. Signature ….............................

Witness …................................................. Signature ….............................

ADDENDUM TO THE TRANSPORTERS CONTRACT

1. Signed Transporters Agreement/ Contract

2. Business Registration Documents

3. GIT Insurance

4. Truck and Trailers Registration Licences

5. Colour Copies of Drivers Passport and Valid driver’s licence

6. Non- Disclosure Agreement

7. Code of Conduct

8. Operating Standards and Guidelines

Copies of the above documents requested should be handed in to our office BEFORE OPERATING
UNDER WHALE ROCK CHEETAH CEMENT (PTY) LTD

_______________

Mr. ZEDEKIAS GOWASEB


CHARMAIN
WHALE ROCK CHEETAH CEMENT(PTY) LTD
P. O BOX 40193
AUSSPANNPLATZ
WINDHOEK
Tel: 00264 61 300 031
FAX:00264 61 300 034
agab@cheetahcement.na

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