Standard Trading Conditions

STANDARD TRADING CONDITIONS

1. The following are the Standard Trading Conditions adopted by Royal Gold Shipping Agency herein referred to as the company.

2. CUSTOMER shall remain any persons at whose request or on whose behalf the company undertakes any business, advice, information or service.

3. Goods however used in these conditions shall mean any goods coming under the control of the Company on behalf or any customer and shall include any container, transportable tank, flat, pallet, package or other covering not supplied by or on behalf of the Company.

4. All and any business undertaken, including any advice, information or service provided whether graduitously or not by the Company is and shall be subject to the conditions herein set out and each condition shall be deemed to be incorporated in and to be a condition of any agreement between the Company and it’s customer.

5. No agent or employee after the Company has the Company’s authority to alter or vary these conditions either by an oral or a written undertaking or promise given before or after receipt of these conditions, nor shall any act or omission of the Company be constructed as a variation or waiver of any of these conditions.

6. The Company is not a common carrier and deals on this basis only with goods.

7. If any legislation is compulsorily applicable to any business undertaken these conditions shall as regards such business be read as subject to such legislation and nothing in these conditions shall be construed as a surrender by the company of any of it’s rights or immunities or as an increase of any of it’s responsibilities or liabilities under such legislation and if any part of these conditions be repugnant to such legislation to any extent such part shall as regards such business be void to that extent but no further.

8. (i) Every customer engaging the Company to undertake business shall do so and shall be deemed to do so in every respect and in relation to all the terms of the transaction including these conditions not only on his own behalf but also as agent on behalf of

a) Every person then owning or otherwise interested in any goods the subject of the transaction undertaken, and

b) Every person acquiring ownership of any other interest in any goods subsequent to the engagement of the Company and prior to the completion of the transaction undertaken.

c) The Company will in all transactions act as agent and never as the principal

(ii) Every customer engaging the Company shall be deemed to have warranted that he either has the authority to engage the Company as owner of such goods or as the authorized agent and on behalf of the persons referred to in (i) (a) and (b) above

9. Without prejudice to clause 8 above the Company shall have the right to enforce any liability of the customer under these conditions or to recover any sums to be paid by the customer under these conditions not only against or from the customer but also if it thinks fit against or from the consignor and/or consignee and /or owner of the goods.

10. (i)

a) No goods, including radio-active materials, which are or may become dangerous, inflammable or noxious, or which by their nature are or may become liable to cause injury or damage to any person, good or property whatsoever, shall be tendered to the Company without its express consent in writing. The goods or the container, package or other covering in which the goods are to be tendered to the Company or its agent shall be prominently marked on the outside so as to indicate the nature and character of goods, and o as to comply any applicable laws, regulations or requirements of any authority or carrier.

b) If any such goods are tendered to the company without its written consent or without being marked as a foresaid, the same may at any time be destroyed, disposed of abandoned or rendered harmless at the sole discretion for the Company and at the entire risk and expense of the customer without compensation to him, or to any other party and without prejudice to the Company’s right to its charges or fees including the cost of destruction or disposal.

c) Notwithstanding the acceptance of the goods with its express consent, the Company may nevertheless for good reason, such as the risk to other goods, property, life or health, destroy or otherwise deal with the goods at the i\entire risk and expense of the customer, without compensation to him, or to any other party, and without prejudice to the Company’s right of its changes or fees including the cost of destruction or disposal.

d) Whether or not the customer was aware of the nature of the goods and whether or not the Company’s written acceptance thereof was obtained, the customer shall be deemed to have indemnified the Company against all loss, or liability caused to the Company as a result of the tender to the Company.

e) The expression goods liable to cause damage shall include goods likely to habour encourage vermin or other pests.

(ii) The customer shall be responsible for compliance with all regulations to such goods as aforesaid in force in any country or its territorial waters.

11) The Company shall not accept liability for the handling of any bullion, coins, precious stones, jewellery, valuables, antiques, pictures, bank notes, securities and other valuable documents or articles, livestock or plants unless special arrangements have previously been made in writing. Should any customer never the less deliver any such goods to the Company or cause the Company to handle or deal with such goods otherwise than under special arrangements previously made in writing, the Company whether or not it is aware of the nature of the goods, shall bear no liability whatsoever, for or in connection with any loss of or damage to the goods.

12) The customer shall be deemed to be bound by and to warrant the accuracy of all descriptions, values and other particulars furnished to the Company for customs, consular and other purposes and shall be deemed to have indemnified the Company against all claims, losses, penalties, damages, expenses and fines whatsoever, arising from any inaccuracy or omission is not due to any negligence.

1) Except where the Company is instructed in writing to pack the goods, the customer warrants that all goods have been properly and sufficiently packed and/or prepared.

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i) Any instructions or business accepted by the Company may in the absolute discretion of the Company be fulfilled by the Company itself, by its own servants performing part or all of the relevant services, or by the Company employing or instructing or entrusting the goods to third parties on such conditions as may be stipulated by or negotiated with such third parties for the purposes of such services, or such part thereof as they may be employed to carry out.

ii) Where the Company employs independent third parties to perform all or any of the functions required of the Company shall have no responsibility or liability to its customers for any act or omission of such third part, even though the Company may be responsible for the payment of such third party’s charges; but the Company shall, if suitably indemnified against all costs, including attorney and client costs, take such action against the third party on its customer’s behalf as its customer may direct.

iii) All goods are dealt with by the Company subject to the conditions, whether or not inconsistent with these conditions, stipulated by the carriers, warehousemen Government Departments, and all other parties (whether acting as agents or subcontractors to the Company or not) into whose possession or custody the goods may pass, or subject to whose authority they may at any time be.

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iv) Whether it is necessary for the purpose of these conditions or any other purpose whatever, for instructions, to be given to the Company, such instructions shall be recognized by the Company as valid, only if timeously given specially in relation to the matter in question. Standing or general instructions or instructions given late, even if received by the Company without comment shall not be binding upon the Company.

v) It at any stage in any transaction the Company should consider that there is good reason, making it advisable in the customer’s interest to depart from any of the customer’s instructions, the Company shall be permitted to do so, and it shall not thereby incur any additional liability.

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vi) In the absence of special instructions, it shall be in the entire discretion of the Company to decide at what time to perform any or all the various acts which may be necessary for the completion of its services in relation to any particular matter. The Company shall have no liability or responsibility by virtue of the fact that there may be a change in the rate of duty, wharfage, freight, rallage or cartage, or any other tariff, before or after the performance by the Company of any act involving a less favourable rate of tarrif, or by virtue of the fact that saving might have been effected in some other way had any act been performed at a different time.

vii) In the absence of written instructions the Company reserves to itself the absolute, discretion as to the means, route and procedure to be followed in performing all or any of the acts or services required.

16) It shall not be obligatory upon the Company to effect insurance except upon detailed instructions given in writing by the customer and all insurance effected by the Company pursuant to such instructions will be subject to such exceptions and conditions as may be impose by the insurance Company or the underwriters taking risk and the Company shall not be obliged to obtain separate cover for any risks so excluded. The Company shall not be under any obligation, the customer shall have recourse against the insurers only and the Company shall not be under any responsibility whatsoever in relation thereto notwithstanding that the premium upon the policy may not be at the same rate as that charged by the Company or paid to the Company by its customers.

17) The Company shall not be obligated to make any declaration for the purpose of any statute or convention or contract as to as to the nature of any goods or as to any special interest in deliver or otherwise unless expressly instructed by the customer in writing. In particular, in the Republic of South Africa, the Company shall be under no obligation-unless written instructions to that effect are given to the Company-to make any declaration or to seek any special protection or cover from any Railway and/or Harbour authority, or from any carrier, in respect of any goods which are, or fall within the definition by that body of (i) dangerous or very dangerous goods, or (ii) goods liable to be stored in the open.

18) In all cases where is a choice of tarrif rates or premiums offered by carriers, warehousemen, underwriter, or others, depending upon the value declared or the extent of the liability assured by the carrier, warehousemen, underwriter or other person, it shall be in the entire discretion of the Company as to what declaration, if any, shall be made and what liability, if any, shall be imposed on the carrier, warehousemen, underwriter or other persons, unless express instructions in writing are timeously given by the customer.

19) Pending Forwarding and delivery, goods may be warehoused or otherwise held at any place at the sole discretion of the Company at the customer’s risk and expense.

20) The Company shall have no obligation to take any action in respect of any goods which may be recognizable as belonging to its customer unless it has received suitable instructions relating to such goods together with all necessary document. In particular the Company shall not be obliged to notify the customers of the customers of the existence or whereabouts of the goods together with all necessary document. In particular the Company shall not be obliged to notify the customers of the existence or whereabouts of the goods or the examine them or take any other steps for their identification protection or preservation, or for the preservation of any claim by its customer or any other party against the carrier, insurer or any third party, protection or preservation, or for the preservation of any claim by its customer or any other party against the carrier, insurer or any third party.

22) Where it is necessary for an examination to be held or other action to be taken by the Company in respect of any discrepancy in the goods which are landed from any vessel, aircraft, vehicle or container, no responsibility shall attach to the Company for any failure to hold such examination or to take any other action unless the Company has been timeously advised by the landing agent that such goods have been landed, which reflect any discrepancy.

23) Perishable goods in the care, custody or control of the Company which have begun or are likely to deteriorate or which are insufficiently addressed or marked or otherwise not readily identifiable, may be sold or otherwise disposed of without any notice to the customer, sender, owner, or consignee and payment or tender of the nett proceeds of any sale after deduction of charges and expenses shall be equivalent to deliver. All charges and expenses arising in connection with the sale or disposal of the goods shall be for the account of the customer and may be deducted

24) The Company shall be entitled to sell or dispose of all non-perishable goods in any circumstance.

viii) Where a customer cannot be identified

ix) Where the goods cannot be delivered because the are insuffiently addressed or

x) Where the goods have not been collected or accepted by the customer or any other person, where the Company has an address for the customer then such sale or disposal shall be effected only after the expiration of 21 days from the posting to that address or written notice so to do. All charges and expenses arising in connection from any agent or correspondent of the Company or from any third party referred to in clause 14to the effect that the goods cannot be delivered for any reason shall be conclusive evidence of that fact.

25) Estimates where given shall be on the basis of immediate acceptance and shall be subject to withdrawal or revision by the Company. Further unless otherwise agreed in writing the Company shall notwithstanding acceptance be at liberty to revise quotations or changes without notice, in the event of changes occurring in currency exchange rates, rate of freight, surcharges, insurance premiums, equipment rental rates, labour rates, or any other charges applicable to the handling of the goods.

26) The Company is entitled to the benefit of any discounts obtained and to retain and be paid all brokerages , commissions, allowances and other remunerations of whatsoever nature and kind and shall not be obliged to disclose or account to its customer, or principles for any such remuneration received by it.

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xi) When goods are accepted or dealt with upon instructions collect freight, duties, charges or other expenses from the consignee or any other person, the customer shall remain responsible for the same if they are not paid by such consignee or other person immediately when due.

xii) If accepted by the Company instructions to collect payment on delivery (C.O.D) in cash or otherwise shall be subject to the condition that the Company in the matter of such collection will be liable for the exercise of reasonable diligence and care only.

28) The customer, sender, owner and/or consignee and their agents, if any, shall be liable for any duties, taxes, imposts, levies, deposits or outlays of whatsoever nature levied by the authorities at any port or place for or in connection with goods, and for any payments, fines, expenses, loss or damage whatsoever incurred or sustained by the Company in connection therewith.

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xiii) Unless otherwise specially agreed by the Company and Customer in writing, the Customer agrees to pay the usual tariff of the Company.

xiv) All invoices and statements off accounts posted by the Company shall be conclusively deemed to have been received by the Customer four (4) days after the date of posting thereof to the postal address of the Customer as specified in paragraph 2 of the Company’s Application in Conduct Business, alternatively the same day if dispatched to the facsimile number of the Customer as specified in the aforementioned paragraph.

xv) The Customer shall pay the Company all sums due to the Company, without deduction or set-off, strictly in accordance with payment terms agreed upon between the Company and the Customer, and if not so agreed, pay the Company in cash immediately upon receipt of invoice or statement of account of all sums due to the Company, without deduction or set-off, and payment shall not be withheld or deferred on account of any claim or counter-claim which the Customer may so allege Until such payment is made, any rights that the Customer may have, shall be deemed not deemed not yet to have arisen, and it is only the payment to the Company which releases such rights, and makes them available to the Customer in respect of any claim or set-off that the Company may have against the Company.

xvi) Should any sum owing by the Customer to the Company not due date, then all amounts owing by the Customer to the Company will become immediately due and payable, notwithstanding the fact that such amount might otherwise not yet be due and payable.

30) Notwithstanding any prior dealings between the Company and its customer, all documents and other matter including cash, cheques, bank drafts and other remittance, sent to the Company through the postal shall be deemed not to have been received by the Company unless and until they are actually banked into the Company bank Account.

31) The Company shall under no circumstances be precluded from raising a adept and obtaining payment in respect of any fee or disbursement lawfully due to it, notwithstanding the fact the fact that a previous debit or debits, whether excluding or party including the items now sought to be charged had been raised and whether or not any notice was given that further debits were to follow.

32) All goods and documents relating to goods including Bills of Lading and import permits, as well as all refunds, repayments, claims and other recoveries, shall be subject to a special and general lien and pledge either for moneys due in respect of such goods or for other moneys due to the Company from the Customer, sender, owner, consignee, importer or the holder of the Bill of Landing or their agents, if any. If any money due to the Company are not paid within 14(fourteen) days after notice has been given to the person from whom the moneys are due that such goods or documents are being detained, they may be sold by auction or otherwise or in some other way disposed of for the value at the sole discretion of the Company and at the expense of such person, and nett proceeds applied in or towards satisfaction of such indebtedness.

33) The Company shall not in any circumstances be liable for any loss, damage to goods or for non-delivery whether on grounds of breach or contract or negligence, unless it is proved that the loss, damage, non-delivery occurred whilst the goods were in the actual custody of the Company and under its actual control.

34) Subject to the terms of Clauses 33 above the Company shall be under no liability whatsoever whether on grounds of breach or contract or negligence, in respect of any type of loss damage, however arising, and whether in respect of or in connection with any goods or any instructions, business advice, information or services or otherwise, unless it is proved that the loss or damage was caused by the gross negligence of the Company.

35) Notwithstanding anything herein before contained the Company shall not, in any circumstances, be liable for damages arising from loss of market, or attributable to delay in forwarding to delay in forwarding or in transit, or failure to carry out the instructions given to it, or any other consequential loss, however caused.

36) Notwithstanding anything hereinbefore contained the Company shall be discharged from all liability:

i. For loss or non-delivery or any separate package forming part of A consignment or for loss from a package or an unpacked consignment or for damage or mis-delivery, however caused, unless notice be received in writing within 5 (five) days after the end of the transit where the transit ends in Republic of South or within 14 (fourteen) days after the end of the transit ends any place outside the Republic of South Africa.

ii. For loss or non-delivery of the whole of a consignment, however caused, unless notice be received in writing within 28 (twenty eight) days the date when the goods should be delivered.

iii.

37) In no case whatsoever shall any liability of the company, however arising, exceed the value of the goods or the value declared by the customer for insurance, customs or carriage, the following respective amounts which is the least:

i. Inward and outward consignments received or to be forwarded by airfreight: R50 per consignment.

ii. Inward and outward consignments received or to be forwarded by seafrieght or other surface carriage, excluding parcel post – R100 per ton of 1000 kilos.

iii. Inward and outward parcel post consignment post – R25 per consignment. If it is desired that the liability of the company should not be governed by this limits, written notice shall thereof be given to the company before any goods or documents are entrusted to the company together with a statement of the value of the goods. Upon receipts of such notice the company may agree to its liability be increased to a maximum amount equivalent to the amount stated in the notice, in which case it shall be entitled to effect special insurance to cover its maximum liability and the party giving the notice shall be deemed by so doing to have agreed and undertake to pay the company the amount of the premium payable by the company for such insurance.

38) Where, as a result of any act or omission by the company, duty, railage, wharfage, freight, cartage or any other impost or charge has been paid or levied, which should not have been paid or levied in an incorrect amount, then any responsibility or liability to the customer which the Company might otherwise bear will cease and fall away if the customer does not:

i. Within a reasonable time, having regards to all the circumstances, and in particular to the time allowed for the recovery from the payee of the amount overpaid, advise the company that an incorrect amount has been paid or levied, and

ii. Do all such acts as necessary to enable the company to effect recovery of the amount overpaid having regard to the conditions required for such recovery.

Provided that the customer is aware of the actual amount paid or levied, the fact that he may not constitute a circumstances to be taken in to account in calculating what a reasonable time is, nor shall such ignorance excuse any act or omission which may prejudice the company’s right of recovery.

39) The company shall not be liable under any circumstances for any loss, damage or expense arising from or in any way connected with marks, weights, measurements, numbers, brands, contents, quality or description of any goods.

40) In addition to or without prejudice to the foregoing conditions, the customer shall be deemed to have indemnified the company against all liabilities whatsoever suffered or incurred by the company arising directly or indirectly from or in connection with the customer’s instructions or their implementation in relation to the goods and in particular in respect of any liability whatsoever it may be under to:

i. Any servant, agent or sub-contract or any hauler, carrier, warehouseman, or other person whatsoever at any time involved with the goods arising out of any claim made directly or indirectly against any party by the customer by the consignor, consignee or owner of the goods or by any person interested in the goods or by any other person whatsoever, or

ii. Any owner or consignee of the goods who is not a customer of the company where the company performs the service of a deconsolidation agent, or any other service, or

iii. Any carrier of the goods if the company is the consignor or consignee of goods.

41) No act, omission, course of dealing, forbearance, delay or indulgence by the company in enforcing any of these conditions or any of its rights in terms thereof or any granting or time by the company shall prejudice or affect the rights and remedies of the company under these conditions and no such matter shall be treated as any evidence of waiver of the company’s rights there under nor shall any waiver of breach by a customer of any one or more of these conditions operate as a waiver of any subsequent breach thereof. The company shall at all times and without notice be entitled to insist on strict application of these conditions and all agreements and on their strict enforcement on its customers.

42) Theses conditions and all agreements made by the Company, with its customers wherever made shall be governed and constructed according to the laws of the Republic of South Africa and shall be subject to the exclusive jurisdiction of the courts of the Republic of South Africa.

NB: Alterations to any one or part thereof of the Standard Trading Conditions may render this application null and void. Any alteration will require the prior agreement and authorization by RGS Worldwide Logistics.