‘CONTRACT FOR SERVICES ov _ THIS AGREEMENT is made this 497° day of OME, 2018 this Agreement) Bbetwoon BAMBURI CEMENT LIMITED, a public ited liability company incorporated in Kenya and having its rogisered ofice at 6 Floor Kenya Re Tower and of P (© Box 10821 00100 Nate (hereinafter refecrad to 88 ‘the Company’) ofthe ‘one part and BOLLORE AFRICA LOGISTICS KENYA LIMITED a limited labilly company having its registered office at Transami Buling, Airgort North Road, Embakasi, Narobi_and of PO Box 48586, 00100 Nairobi (hereinater referred o as ‘the Contractor’) ofthe other pat WHEREAS: A. The Company wishes to engage the services described hereinafter of the Contractor upon the terms and conditions herainater set out: B. The Contractor cartes out the work of Clearing and Forwarding and has the necessary technical expertise and sufeent experience and is ready, wiling end able to carry out the services sc required by the Company; C. The Company has agreed to appoint the Contractor to carry out the ‘aforesaid services and the Contractor has agreed to be so appointed in Consideration ofthe fees set out herein and upon the following terms ‘nd condition: NOW THIS AGREEMENT WITNESSETH: 1. Effective Date and Duration This Agreement shall be effecive 01" August 2013 (hereinator referred to 28 ‘the Commencement Data!) and tho Agreement wil be {or curation of three (3) years (unless earlier terminated under the provisions of this Agreement) subject to satisfactory performance by the Contractor. 2 The Sewices 2.1 Subject tothe terms and conditions hereo, the Contractor shal provide the Company withthe Services specified in Schedule 1 22 Should the Company request and the Contractor agree to provide ‘services in addition o those specified in A above, the same shall be for all intents and purposes of this Agreement be deemed fo be included an a434 32 33. 34. 36, 36. 37, 38. 3a. within the definition of Services subject to prior agreement by the partes of any additional cost ir respect of the same, Safety I shal be the sole responsiblity ofthe Contracior to ensure the safety ofits employees; ‘The Contractor shall at all mes during this Agreement observe and ‘comply with lepsition and rules afocting safety, health and welfare of its employees: Prior to the commencement of this Agreement, the Contractor shall avail all ts employees involved in the performance ofthis Agreement for a safety induction vaining to be camied out by the Company's Safety Officer; ‘The Contractor warrants that it has read and understood the Company's safety bookiet together wit all the rules and regulations Ccontanes therein ‘The Contractor shall provide all ts employees with sultable Personal Protective Equipment (hereinafter referred to as ‘PPE}) and instuct them on thei correct use. ‘The Contractor shall ensure that the PPE worn by its employees are at all imes during the period of this agreement Kept In good slate of housekeeping. No tom, worn out or dy items shal be alowed. ‘The Contractor shall ensure that its equipment is well adapted to the ‘operation at hand, is in good working/eperating condtion and te Properly maintained so a8 10 avoid injury to any personnel, damage to Company equipment and /or obstructon of the Company operations: ‘The Contractor shall immediately noily the Company's official of any ‘accidents that occur within the site and shall avail fo the Company's Solely Officor a ten report detaling the circumetances of the accident within twenty-four (24) hours of occurence. Any near miss accidents must also be reported to faciitate correcive measures to ensure accidents do not occur, All accidents shall be investigated jpinty by the Company and the Contractor, ané the Contractor stall be under obigation 10 put in place any actions or measures recommended by the Company to avoid future occurrence of such accidents, ‘The Contractor warrants that none of its employees shall pect any of the specified services forthe Compary while under the infuence of ‘alcohol andior crugs. The Company reserves the night to instruc the Contractor to remove any ois employees who is under such lfluence ame an44 42 54 52 53 54 Business Standards The Contractor shall establish and maintain precautions to prevent its ‘employees, agents or representaives from making, receiving, providing or offering substantial gifts, entertainment, payments, loans ‘or cther consideration lo employees, agents or representatives of the Company for the purpose of influencing those persons to act contrary to the best interest ofthe Company. This obigation shall apy to the ‘activities of the employees of the Contractor and it subcontractors in their relations with the employees of the Company and thelr families andior third partes arising from this Agreement ‘The Contractor represenis and agrees that will not dlrecily or inirecy in connecton with this Agreement and any business resulting therefrom, ofer, pay, promise to psy or authorize the giving of money or anything of value fo @ government offal, nouding but nat limited to employees of government owned Insitutions, {0 any offcar or ‘employee of a pubic intrratonel organization, to any poitcal party or official thereat orto any candidate for polcalofee, orto any persons, wile knowing or being aware of a high probability that allo & portion of such money or thing of value will be offered, given of promised, rectly or indirectly, to aay of the abovementioned parties for the ‘purpose of inducing such party to use hie or its influence fo ebiain an Improper advantage in order to assist the Contractor or the Company in ‘obtaining or retaining business for or with oF directing business to the Contractor, Company or any other person in realan to this Agreement. ‘Obligations of the Contractor ‘The Contractor hereby represents and warrants that: thas full capacty and suthority and all the necessary lcenses, permits ‘and consents. to enter into and provide the Services under tis ‘Agreement It is not @ party oF subject to any understanding or agreement restricting its ably to enter into this Agreement and to perfor al of ‘obligations and commitments under ths Agreement “The execution and delivery ofthis Agreement and the performance by the Contracior of is bligations herein shall not result in a breach of ot constitute @ defaut under any agreement to which the Contractors 3 party or by which it ie bound or resut in a breach of any order, Judgment oF decree of any court or government authorty to which the ‘Contractors party or by which fis bound, ‘The provisions of he Services and the Company/s use thereof shall not intinge any rights of any hed party. 3 _ Om55 The Services shall be provided and rendered by eppropriately ‘experienced, qualified and trained personnel with all due skl, care and dligence, 56 It shal not permit, allow or cause ary encumbrance to be created or arise over any of the Company's assets 5.7 shall discharge its obligations pursuant to this agreement with all due Skil, care and dllgence including, but not limited to, good Industry practico and in accordance wih the Company's established procedures: 5.8 The Services shall be performed in compliance with all applicable laws, enactments, orders, regulations and other similar" instruments Including, Bt not ited to, all applcable heath and safety legislation, 5.9 All components and equipment suppliod andlor used inthe course of the provision of the services shall operate in accordance with thoie technical specications ©. Obligations of the Company: 641 In consideration of and subject 10 the provision of the Services in ‘cordance with the terms ofthis Agreement, the Company shall pay the charges set out in Schedule 2 & 3 hereto, subject to receipt of an invoice from the Contractor. 62 Payment shall be made in ful within sty (60) daye of receipt of a valid Invoice by the Company. 63 The Company shal ensure that the Contractor's personnel shall have ‘access to the Company's premises anc the equipment 6.4 The following surcharges may be included 2s and when applicable in the charges as per any curent adjustment as shall be communicated foLEA from time to time, Bunker Adjustment Factor TL Currency Agjustment Factor Wi. War Rsk v.Congestion Surcharge v. ISPS Wi. Security fee at cost vi, Mezehant Lewy vil, Emergency Deviation Surcharget due to piracy) \Whero those charges are spplcable, the Contractor shall be under obigation to include thom in the calculations for duties and taxes as per Customs regulations. In case there are any negligent errors or omissions, the ‘Contractor shall be lable for any penalies levied by the customs authorlies O- we => werectly resulting from such negligence and hold the Company harmless ‘against any claims. 7. NoExctusivity ‘This Agreement shal be @ non-exclusive agreement and the Company shall have the right at all times to seek alternative and other suppers ofthe services. 8. Insurance & Liability 841. The Contractor shall compensste the Company for any lbiity for ‘personal injury to or death of any person or damage to any property 0 the extent that such personal inury or death is caused by the negligence or breach of sttutory duty or other breach of contract ofthe Contractor or of lis employees or agents. In the event of claim from & bird party, the Contactor wil indemnify the Company to the extent of the Contractor's fablity resulting from such claim, 82. Neither Party shal be lable fo the other or deemed to be in breach of the contract by reason of any delay in performing or any failure to perform any of is obligations in relation tothe contact i the delay oF fallure is due to Foree Majeure, 83. The Contractor shal effect and throughout this Agreement keep in force a poicy or policies of Insurance Including but not limitation to, Work injury Benefits insurance, Employers Labilty Insurance, Medica Insurance and Professional Negligence Certificate with a reputable insurance Company incorporating the standard. "conditions and exemptions of such insurance Company, such poly oF policies of insurance to cover all publi lability laime arising from the exercise by the Contractor of the terms of this Agreament and make available to the Company or its agent on reasonable demand 2 curent copy of such pole oF a summary ofits terms. 8.4. The Company shall procure the necessary all risk insurance to the value oF the gaode ‘rien ‘shall include. But not Eitod to: merine storage and goods in transit insurance policies covering fre, explosion, water damage, theft and any other related and ancilary risks wile in the warehouse with a weiver of recourse against the Contractor and iss inaurers, which insurance shall be uilized in the frst Instance to respond to any claims arising thereto 85. The Contractor shall procure adequale insurance policies to cover any ‘egal iabilty tat may arise during the pelormence of ts obigations Under the contract 86. Nether party shall be lable to the other for any punitive, indirect or ‘consequential damages sustained by the other or its alates In . fa oOar. on 10, 404 connection withthe performance of this Agreement Including without limitation business interruption, loss of profi, loss of revenues, loss of se of assets and loss of contacts ‘Thellabiliy of the Contractor shal be ited to (i) Unted States Dotars Fity Thousand (US$50,000) for any one (1 incident; ana () Atala! eggregate lablty of United States Dollars Two Hundred “Thousand (US$200,000) ir any year Force Maloure ‘The Contractor shall not be able In any way whatsoever for any delay or falure to make delivery under ths contract caused by or rosulting {rom any contingencies whatsoever beyond the contractors control but ‘ot limited to calamities of nature, fre, war, werike operations, civil war, civil commotion, act of pubic enemy, strikes, rois, embargoes, Festrait of labour from whatever cause whether ‘paral or general decrees and laws by the government and any other similar or lesimlar ‘ccurrencesiobstuctions whether legal or ileal In the event of such contingency preventing the Contractor from ‘making delveries, such delveries shall be suspended and in no event ‘hall the Contractor be required to replace or subsite any quantity of ‘material lost or damaged due to any coningency beyond its control Termination ‘The Company shall be entited to terminate the contract tortwity without prior notice under any of the folowing creumetances: 101.1. If the Contractor commits any breaches of its obligations herein not capable of being rece; 101.2. Mf the Contractor commits any serious breaches of its obligations herein and has faled to recy the same within {fourteen (14) days after recalpt of a written notice requiring it foo so; 10.1.3. Ifany ofthe Contractor's directors andlor senior managers is Convicted of a criminal offence other than an offence which, in the reasonable opinion of the Company, does not affect the Contraciors operation and abigatons. 10.1.4, the Contractor transfers the benefilalinerest in more than 50% of lis issued share capital or abotment of issue of any ‘shares to persons other then its existing shareholders from the date ofthis Agrooment: _—_ our10.15. If the Contractors employee is guilty of any gross misconduct or hebitvaly neglects his/her or thelr duties as ‘contemplated by this Agreement; 10.1.6. Ifthe Contractor becomes insolvent or apples to a court to be adjudged a voluntary wincing up or makes any ‘arrangement with its creditors or Ifa Bankruptcy receivership liquidation or any nature of winding up proceedings Is instituted againet it 101.7. Where the. Contractor caasas to camry on business for any 10.2. The Contractor shal be entitled to terminate the contract under any of the following excumstances: 10.2.4. any serious breach of the Company's obligations herein inich has not been remedied within fourien (14) cays aller ‘eter notice requiring the same; 1022. {the Company becomes insolvent or applies toa court tobe adjudged a voluntary winding Up or makes any arrangement with its creltrs orf bankruptcy receivership iquidation or any nature of winding up proceedings is insttuled against 10.3. Subject to clause number 1, ether party can terminate tis Agreement by giving tree (3) months! notice in wing to other or itis hereby ‘agreed that such written nolce to termina this Agreement and neither Party shall be required or 96 under any obligeton to assign any reason or such netics. 11. Audit ‘The Company shall have the right at any time during this Agreement to access the books, records and information of the Contractor in relation {o this Agreement in order to audit ary acts which are. done in Performance of this Agreement (save for information pertaining to Contractors proft margins). In case of customs audits: the Contractor fs under abligation to provide ‘any suppott as may be required by the Company 80 a to safe guard the Interest ofthe Company with tenure. This shall hold krespective of ‘whether the Contractor is operating the contrac or not 12. Status of the Parties Nothing in tis Agreement shal constitute or be deemed to constitute 3 partnership, ageney or jint venture between the parties hereto or to Constitute te Contractor as an agent of the Company fer any purpose whatsoever and the Contractor shall not have authority or power to bind the Company or contract inthe name of or create a laity against the Compary in any way or for any purpose whatsoever. On13, Arbitration In the event of any dispute or eifference between the partis arising out for in connedion with thie Agreement, the sane shall be determined by a single arbtrator in accordance withthe Arbivaton Act 1995 or any slatutory enacent in that behalf for the time being In force, The ‘decision of such an arbitrator shal be final. 14. Agsianment of Contract The Contractor shall not be entitled to assign or transfer any of its fights or duties herein to any person without the prior writen approval ‘al the Company. 15. Applicable Law Itis understood and agreed that the contract shall be read, construed ‘and performed according tothe laws of the Repuic of Kenya, 16. Amendment No walver, alteration, variation ot addition to this Agreement shall be ‘effective unless made in witing on or afer the date of execution ofthis ‘Agreement by bah parties and executed by both partes, 17, Qwnershi All information gathered and obiained as a result of carrying out the \work by the Coriractor in any form in the course ofthe performance of this Agreement shall t all times belong to the Company and the Contractor shal not claim or attach any ght tt whatsoever, 18. Confidentia 18.1 tis agreed and understood that all communication and information in ‘any form gathered by the Contractor in the course of or a8 a resull of Performance of this agreement is confidential and shall be hendled In Stict confidently by the Contractor and shall not, at eny time ‘whatsoever, be disclosed by the Contractor toa third part or published ‘without the prior ariten consent ofthe Company, 182 Such information shall be handled and kept with the highest degree of 182 This objigaton shall survive the expiry or termination of this fh ; c18. Severability It any term or provision of this agreement Is held to be ilegal or tnenforceabie, in whole or in par, under any enactment or ul of la, ‘such term or provision of part thereof shal to that extent, be deemed rot to form part of this agreement but the enforceabilly of the remainder ofthe agreement shal be not affected. 20. Notices 20.1. Any notice or other communication glven oc made under oF in Connection withthe mattars contemplated by this Agreement shall bein ‘waiting and shall be sents In the caso of the Contractor tothe attention of Managing Director. Bollore Alice Logos Kenya Limited P.0 Box 46566, 00100, Nakobi Te 6421000 Ema: sdviransami nbo@bollore.com In the case of the Company to the attention of Group Procurement Manager Bamburi Cement Limited 8" Floor Kenya Re Tower P.0 Box 10921 00100 Nairobi Email 202. Any such notice or other communication shall be deemed to have been uly given or made as flows 20.2.1. i sent by personal dalvery, upon delivery atthe address of the relevant party as long as there is proa of delivery: 20.2.2. if sent by post, seven (7) working days after the date of posting providing that poot is given that the notice. was propery addressed and duly dispatched 2.23. W sont by facsimile when dapatched provided that there is proof of dispatch verted by a transmission repert from the Sender’ fax machine: and 232.4. If sent by email, on the date of receipt of the mall ae Confirmed to the sender by the recipients mall server, provided that if, in accordance with the above provisions, any such ice or other communication would otherwise be doomed to be given ‘or made outside normal working hours in the place of service of the notice or other communication it shall be deemed to be given or made al he start of rormal working hours onthe next working dey = Oe24. Standard Trading Terms and Conditions ‘The provision of Services under this Agreement shal be eubiec to the Contractors standard trading. conditions 2004 editon, which the Company confis to have been supplied with and which the Company is deemed to have read understood and. agreed to. Where the provisions differ and are of particular application to this Agreement, the provisions ofthis Agreement shall preva. SEALED wih the commen sa of 1 BOLLORE AFRICA LocisTics KENYA | ©_)) —__ pw UimrreD i Director Director Secretary SIGNED by the authorized signatories of) Banpun! Cement UntTED ) ) heed JMsadaAuwe mwerde }uare Meee OR } Postion: le Fier te a Ee \Poslion: Erpee Mie sen 1‘SCHEDULE 1: SCOPE OF SERVICES ‘Serve inlet provision fh folowing anes tom PorlArpertt on to oor forcement (the Serene) 81 Forwarding Services Nothing eign foes of ceed Orere Liar wih Ls supers on good delveryck up fom gn ot Ex work Fosbecis Cargo ind haulge rom Ex works to FOB (upon spec request by Letbipte nto ayonerton ms) ‘Sea olgit/ Ar Feige arangements fom aeporpor of ign fo apotprt of estnaten sna iesangiscir fom sult shop docueriswhinever SDV SSpnenequna forex torts) rehpmentnepecon foliation snd payment at righ (where apy) (tz do-consldsion at esinaton, PROVIDED cage catia Mombase enter Terminal Montes Netting LEA he booking fh semen. ne ETD anathe ETA tome Clearance Services ‘Appt an pameat fr npr Declaration Foms (IDF) wih erect HS Folow up and calles of COCs whee appesble Frei paymert whore crc sent on Peg coll bas Propiaion of mparfexpor enties and processng trough relevant ovement uteri ws pulsed by bw aw ea Transp rangement forthe cargo area cased tote Conpany’s prensa "rane erangoment for ou cos border cago, ning te neces rant ‘ons Agplaton of TREO aut ferssons or her esrives in Ac fr ‘pot terete a exports pr coin. Precestng of EO appestons or tar nent tracking, ao arargemertandetrment of sa Wiaretowsing of cargo upon request ncn Bond aplcatonsandpayment oh racecar etos opal exwerehouse cuore erties se ond whenecaoe Fraps and coms processing of expr eres autound Cent Sk and seged export ‘Trackg of export eres acces bower pots nclusng montorng and reconlng fuex movomet Brough he bor fr expos UUtson with shesing companion co ratonof Cement expr Paya of export charge uf revert governent sures Proviso ofa Resort Oficr who chou Be slid ar 9 pod ord or ‘rorsnaton of Servaee ae requested ‘Store ona manta records KRA documentation, Provan saualied an exeronoed Customs Ofer the Compa’ Nao nn Pn eflacve 1 rl 2015 In st Aca tng Week undte toda tacking Proviso of estimated landed cost and mattanance of cual anced cost date norte beste Proalrof carpe nicked fom supers on contmaous bas, sudingappcate Inara Naioge an ih chp. Ow84 Geographical location Bambu Head Otlos- nF Kene-Re Towers Bambu Speci Pedic Ath River Bambu Speck Predicts: Kei Road Dept Dares Salam Dept ia Cement = Kampala Depot Hina Caron ts (Kasese Part Usa) Lafarge Eco Stems, Mombasa Misra & Engh Pit Tein Momboea Plant, Mombase, Kenye, wre depot wanes depot Nal Grin Plant, th Re. “Torre Depot, Provision ef uta quail inlantprsennelarequires etek as kere Conn vasous Kes re set and agreed betacen the parties on monty repo, ‘rauon of petrmance,moriong and sryrvomer acters‘SCHEDULE 2: RATES ‘AIREREGHY RATES Fate perk to [Rate perKGto [Rate perk a] lnneonr emtesoe twin. Lica [pr RTO Te fs00 [sao beaten B07 we sia lature 7 610 200 lremen sus S135 S18, a 3430 $320 suo etn S50 so 50 Dussldort $105, S195, sis ranktur S185 st sus lhestrow suo su10 900 lohannesburg 323 S210 sues huts s20 S05 50 oisy 210 210 sie0 stool $300 525 27s switzeiend sez 20 210 lamsterdam 210 5150 se70 spain sa00 10 s26 lal (Rio/SsoPauio) | $455, sos sus china (Guangzhou) 3800 sie | soo sa (easecoas) 340 s008 | sao0 lsa(ie/westcoasy | $5.70 S20 20 Pato nol lowing suchages perKG sper curont tle b be add t fe foghtindeated ‘Suchares vl atch! tme of shipment wil be appied Perky usp Fuel Suctage 1.00 Werk 020 TC Tausee. 025 ire 02 ssc 020 Please also rot thal OiginDesinaton Handing, Docunertaton, Loating/oflosngonkine: Yar Charges and sry ober FOR charger ae NOT included inh ping[was rate para" [orate para fnurand.clt> (so) usoy asa pore (uso) Foo Tse $5 $1.000d sz. 51200] $10.0 250.0 a sarod sa 00 51,1000 81.00.04 568 512500) sz0s0 1204 $125.0 2.50 30 sio7s.f ‘saz. sad $1150 51,00 sr200] $1050 2277504 310 3.00 $50.09 cer tess 5.0 e700 Hrson0 2060 0 Su 000i So szasa0d 50 20.0] 51,1500 5.00 S200} Pease noe fowng surcharges pec TEU as per current surcharges to be ded tthe eg inated: ‘Surcharges valid stl ine of shipment ll be sppliag car 11.0% BaF sp 7s0TeU War isk usp ‘Congestion Surcharge usp250 ERS vsp2s0reu sm Uso25Teu Ise, usp10 Prey fis sucreges so 2mTev ‘Aden Gul Surcharges so rev Penge leo noe tha rgiyDetnaton THC, Documentation, Loadinglffeading/Aride handling charges and ny oter FCA charges. NOT included in he ping “ xHEUTE EEEvan anh 8aa ageef‘SDV TRANSAMI KENYA LatTTED a