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�ELECTRICITY SUPPLY AGREEMENT

MEMORANDUM OF AGREEMENT MADE AND

ENTERED INTO BY AND BETWEEN:-

CENTLEC (PTY) LTD Registration number: 2003/011612/07 A private company incorporated in accordance with the company laws of the Republic of South Africa and established as a municipal entity as contemplated in section 82(1) of the Local Government: Municipal Systems Act 21 of 2000 herein represented by the […………………………………..] in his capacity as […………………………………….] duly authorized thereto. (hereinafter referred to as “CENTLEC”) and ……………….…………………………. Name of individual / Name of (Pty) Ltd/ CC/ Trust/ Partnership (if applicable)

Identity number/ Registration no……………………………………………………………………. ………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………… [Address] (hereinafter referred to as the “CUSTOMER”)

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1. PARTIES The parties to this agreement are cited on the cover page hereof. 2. RECORDAL 2.1 It is recorded that- 2.1.1 CENTLEC has been awarded a distribution license by the National Electricity

Regulator (“NER”) to SUPPLY electricity and has been appointed by the COUNCIL to SUPPLY electricity to CUSTOMERS on its behalf;

2.1.2 the CUSTOMER has been identified as a key customer who is eligible for the

SUPPLY of electricity at a special tariff, as contemplated herein, subject to compliance with the terms and conditions hereof; and

2.1.3 the PARTIES agree as set out hereinafter. 3. INTERPRETATION 3.1 In this agreement, unless inconsistent with the context, the following terms shall have

the meanings assigned as follows:-

3.1.1 “ACTIVE ENERGY CHARGE” means the charge for each unit of energy consumed and charged as c/kWh. The charge will be time and/or seasonal differentiated.

3.1.2 “AGREEMENT” means the agreement contained herein and includes any annexure or

addendum hereto. 3.1.3 “BASIC CHARGE” means a fixed charge payable per monthly account over a billing

period, whether electricity was consumed or not. 3.1.4 “BY-LAWS” means the By-Laws relating to Electricity Supply adopted by the

COUNCIL, as amended from time to time and attached hereto as Annexure C. 3.1.5 “CENTLEC” means the PARTY referred to on the cover page hereof and may for the

purpose of this AGREEMENT also include the COUNCIL. 3.1.6 “CENTLEC WEBSITE” means the official CENTLEC website, the address of which is

www.centlec.co.za 3.1.7 “COMMENCEMENT DATE” means the date on which the CUSTOMER has furnished

CENTLEC with the irrevocable deposit or guarantee contemplated in clause 8 hereof, notwithstanding the date of signature of this AGREEMENT.

3.1.8 “CONSUMER” means a consumer as defined in the BY-LAWS.

3.1.9 “COUNCIL” for the purposes of this AGREEMENT means the [MANGAUNG LOCAL

MUNICIPALITY]* a local municipality established in terms of the provisions of section 12 of the Local Government: Municipal Structures Act, 1998 (Act No 117 of 1998) under Provincial Notice No 182 of 28 September 2000 and can for the purposes of this

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AGREEMENT also include CENTLEC which as license holder in terms of the provisions of the ELECTRICITY ACT is authorized to SUPPLY electricity on behalf of the COUNCIL. [*Insert the relevant Municipality].

3.1.10 “CUSTOMER or CUSTOMERS” means a CONSUMER SUPPLIED with electricity by CENTLEC and for purposes of this AGREEMENT shall refer to the PARTY contemplated on the cover page hereof and will also include the CUSTOMER’S duly authorized representative.

3.1.11 “CHARGEABLE DEMAND” means the highest average demand, in kVA, measured

over any of the Standard and Peak demand- integrating periods of 30 (THIRTY) consecutive minutes, referred to in clause 6.1.3, recorded during the chargeable time periods in a billing month, or 70% (SEVENTY PERCENT) of the average CHARGEABLE DEMAND during the preceding 12 (TWELVE) months, whichever may be the highest.

3.1.12 “DEMAND CHARGE” means a charge payable per premise every month based on the kVA measured as CHARGEABLE DEMAND.

3.1.13 “ELECTRICITY ACT” means the Electricity Act 41 of 1987 as amended. 3.1.14 “ELECTRICAL INSTALLATION” means an electrical installation as defined in the BY-

LAWS attached hereto as Annexure C. 3.1.15 “MAXIMUM DEMAND” means the highest actual maximum demand recorded during

all the time periods in a billing month. 3.1.16 “NETWORK” means the electricity network in use in the COUNCIL’S municipal area of

jurisdiction, for electricity SUPPLY to customers, in whose jurisdiction the CUSTOMER falls

3.1.17 “NRS 048” means the national rationalized specifications NRS 048 – 1: 1996 –

Electricity supply – Quality of Supply Part 1, NRS 048 – 2: 1996 – Electricity Supply- Part 2, NRS 048 – 3: 1996 – Electricity supply – Quality of Supply Part 3, NRS 048 – 4: 1996 – Electricity Supply- Part 4, NRS 048 – 5: 1996 – Electricity supply – Quality of Supply Part 5, as amended from time to time.

3.1.18 “POINT OF SUPPLY” means the point determined by CENTLEC or any duly

authorized representative of CENTLEC at which electricity is SUPPLIED by CENTLEC to the premises of the CUSTOMER.

3.1.19 “PARTIES” means CENTLEC and the CUSTOMER and any reference to “A PARTY”

shall refer to one of the relevant PARTIES as required by the context. 3.1.20 “REACTIVE ENERGY CHARGE” means a charge applicable to the TARIFF BASED

ON THE TIME OF USE METHOD and is based on the reactive power used. It is levied on every kvarh (reactive energy) which is registered in excess of 30% (THIRTY PERCENT) of the kWh (active energy) supplied during the specified periods of the month. There is no reactive energy charge for a customer operating with a lagging power factor of 0.96 or better. The excess reactive energy is determined per 30 (THIRTY) minute integrating period and accumulated for the month and will be applicable during the High Demand Season.

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3.1.21 “SUPPLY” or “SUPPLIED” means the supply of electricity by CENTLEC to the

premises of the CONSUMER by connecting the ELECTRICAL INSTALLATION to the POINT OF SUPPLY.

3.1.22 “TIME OF USE METHOD” means the method used by CENTLEC to determine the

applicable tariff for the consumption of electricity during different time periods and seasons. The time period will be dependent on the time (hour) of the day that electricity was consumed by the CUSTOMER and the days will be dependent on whether it is a week day, Saturday or Sunday and holidays will be treated as Saturdays or Sundays. The seasons will be dependent on whether it is a High Demand Season (namely the months of June, July and August) or Low Demand Season (namely the rest of year, excluding High Demand Season).

3.1.23 “TARIFF BASED ON THE TIME OF USE METHOD” means the tariff to be determined

in accordance with the TIME OF USE METHOD which tariff will consist of a BASIC CHARGE, a REACTIVE ENERGY CHARGE, a DEMAND CHARGE and an ACTIVE ENERGY CHARGE based on the time it was consumed, namely during Peak, Standard and Off-peak periods as contemplated in clause 6.1.3 and High or Low Demand Season as contemplated in clause 6.1.4. This tariff will form part of CENTLEC’s official electricity tariffs and will be revised from time to time, normally on an annual base, in line with all the other electricity tariffs, and approved by the NER.

3.2 In the interpretation of this AGREEMENT:

3.2.1 Words importing the singular shall include the plural, and vice versa.

3.2.2 Words importing one gender shall include the other gender. 3.2.3 A natural person shall include a juristic person, and vice versa. 3.2.4 Words and expressions defined in the ELECTRICITY ACT, the BY-LAWS, the

Electricity Tariffs applicable in CENTLEC’s licensed area and NRS 048 shall bear the same meaning when used in this AGREEMENT as revised from time to time or replaced by a national standard.

3.2.5 Any reference to the COUNCIL in this AGREEMENT will also be a reference to

its successors in law and in title.

3.2.6 Any reference to CENTLEC in this AGREEMENT will also be a reference to its successors in law and in title.

3.3 The PARTIES hereby agree that the BY-LAWS, as attached hereto as Annexure C,

shall form part of this AGREEMENT. 4. SUPPLY OF ELECTRICITY

CENTLEC hereby agrees to SUPPLY to the CUSTOMER such electricity as required by the CUSTOMER for its ELECTRICAL INSTALLATION, subject to the terms and conditions of this AGREEMENT, the ELECTRICITY ACT any regulations thereto, which includes, but is not limited to the Electrical Installation Regulations published in

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the Government Gazette No 2920 of 23 October 1992, the BY-LAWS and such tariff schedule as may be applicable to CENTLEC from time to time, against the payment of such consideration as determined in clause 11.

5. PERIOD OF AGREEMENT This AGREEMENT shall commence on the COMMENCEMENT DATE and shall

endure for an initial period of 12 (TWELVE) months (“the initial period”). Upon expiration of the initial period either PARTY shall be entitled to terminate this AGREEMENT with 2 (TWO) calendar months notice in writing to the other PARTY.

6. TERMS AND CONDITIONS 6.1 The following terms and conditions shall apply to the SUPPLY of electricity by

CENTLEC to the CUSTOMER: 6.1.1 The type of connection and POINT OF SUPPLY shall determine the tariff

applicable to the electricity consumption by the CONSUMER as set out in clause 7 and Annexure B hereof.

6.1.2 All the electricity consumed by the CUSTOMER shall be measured according

to the TARRIF BASED ON THE TIME OF USE METHOD as set out in more detail in clause 6.1.3 and will be billed in accordance with the DEMAND CHARGE applicable to the specific time of use, as contemplated in clause 7 and Annexure B hereto.

6.1.3 A different energy charge will, in accordance with the TIME OF USE METHOD,

be applicable to the time of use which can be divided into Peak, Standard and Off–Peak periods, which periods are as set out in the table hereunder:

6.1.4 Two seasons will apply namely a HIGH DEMAND SEASON (June, July and

August) and a LOW DEMAND SEASON (September to May). Energy charges will be based in accordance with the season it is used.

6.1.5 The MAXIMUM DEMAND shall be measured in kVA over an integrating period

of 30 (THIRTY) minutes. 6.1.6 No DEMAND CHARGE is applicable to consumption of electricity by the

CUSTOMER during Off-Peak periods.

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6.1.7 Public holidays will be treated as either Saturdays or Sundays. (See ANNEXURE C –Attached).

6.1.8 The list with the applicable tariff schedule will be supplied to the CUSTOMER

by CENTLEC each year that this AGREEMENT is in existence.

7. TARIFF 7.1 The tariff for the SUPPLY of electricity by CENTLEC to the CUSTOMER in terms of

this AGREEMENT shall be TARIFF III (……): TOU –ELECFLEX …… - BULK SUPPLY – ……V: [to be completed at conclusion of this agreement] which applicable demand charges in respect of the TIME OF USE shall be as is set out in Annexure B.

8. DEPOSIT 8.1 A deposit, as contemplated in clause 8.2 shall be payable by the CUSTOMER on the

date of signature by the CUSTOMER of this AGREEMENT. It is specifically recorded that the COMMENCEMENT DATE of this AGREEMENT shall be the date of payment of the deposit as contemplated in clause 8.2, notwithstanding the date of signature hereof.

8.2 CENTLEC will require from the CUSTOMER to deposit the sum of money,

contemplated in clause 8.3, or to provide an approved bank guarantee to the amount contemplated in clause 8.3, as security for the payment of any charges which are due or may become due to CENTLEC in the course of this AGREEMENT.

8.3 The amount of the deposit payable by the CUSTOMER shall be determined by

CENTLEC in its sole discretion, and such deposit may be increased if CENTLEC

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deems the deposit held to be inadequate. Such deposit shall not be regarded as being in payment or part payment of any accounts due for the SUPPLY of electricity or for the purpose of obtaining any discount provided for in the electricity tariff referred to in this AGREEMENT

8.4 On cessation of the SUPPLY of electricity to the CUSTOMER in terms of this

AGREEMENT, the amount of such deposit, free of any interest, less any payments due to CENTLEC shall be refunded to the CUSTOMER.

9. OBLIGATIONS OF CENTLEC

CENTLEC shall in addition to such obligations as may be contained in and imposed by the ELECTRICITY ACT, any regulations in terms thereof and the BY-LAWS:

9.1 supply and install all the necessary metering equipment and associated ancillaries in order to establish an effective remote metering system;

9.2 maintain, repair and service the metering equipment as is required from time to time to maintain the same;

9.3 maintain, repair and service the service connections up to the POINT OF SUPPLY, as

required from time to time;

9.4 be responsible for and bear the costs of the establishment of the communication link required to capture metering information related to the consumption of electricity by the CUSTOMER and to store the captured information on the CENTLEC WEBSITE in such a way as to enable the CUSTOMER to verify and monitor its electricity consumption by accessing the CENTLEC WEBSITE;

9.5 provide the CUSTOMER with a password in order to access the information on the

website contemplated in clause 9.4;

9.6 establish a billing mechanism to enable the CUSTOMER to print its account in respect of electricity SUPPLY for the foregoing month from the CENTLEC web site not later than the 3rd (THIRD) working day of the new calendar month;

9.7 not attend to a failure of SUPPLY owing to a fault in the ELECTRICAL INSTALLATION of the CUSTOMER and when a failure of SUPPLY is found to be due to a fault in the ELECTRICAL INSTALLTION of the CUSTOMER or to the faulty operation of an apparatus used in connection with the ELECTRICAL INSTALLATION, CENTLEC has the right to-

9.7.1 charge the CUSTOMER the fee prescribed by CENTLEC for each restoration

of the SUPPLY; and 9.7.2 recover from the CUSTOMER the cost of making good or repairing any

damage which may have been done to the service mains and meter by the fault or faulty operation.

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10. OBLIGATIONS OF THE CUSTOMER

The CUSTOMER shall in addition to such obligations and prohibitions as may be contained in and imposed by the ELECTRICITY ACT, any regulations in terms thereof and the BY-LAWS-

10.1 at its own expense provide, erect, maintain and keep in good order the ELECTRICAL

INSTALLATION connected or to be connected to the supply mains of CENTLEC in accordance with the provisions of the ELECTRICITY ACT, regulations to the ELECTRICITY ACT and BY LAWS;

10.2 at its own expense bear the cost of the service connection, notwithstanding the fact

that ownership of the service connection vests in CENTLEC; 10.3 maintain, repair and service the metering accommodation required in order to give

effect to this AGREEMENT; 10.4 take all reasonable steps to safeguard CENTLEC’s equipment, which may include, but

is not limited to any electrical switchgear, meters, fittings, works or apparatus belonging to CENTLEC, on its premises against theft, loss, tampering or damage and undertakes to immediately notify CENTLEC of any theft, loss, tampering or damage to the same;

10.5 be liable to CENTLEC to all costs arising from damage to or loss of any of the

equipment of CENTLEC contemplated in clause 10.3, unless the damage or loss is proven by the CUSTOMER to have been occasioned by an act of God, an act or omission of an employee of CENTLEC, or an abnormality in the SUPPLY of electricity to the premises of the CUSTOMER;

10.6 not willfully hinder, obstruct, interfere with or refuse admittance to any duly authorized

official of CENTLEC in the performance of his or her duties in terms of this AGREEMENT or in the performance of any duty connected with or relating to that duty;

10.7 not refuse or fail to give information that may reasonably be required of him or her by a

duly authorized official of CENTLEC or the COUNCIL or give any false information to a duly authorized official about any ELECTRICAL INSTALLATION work that is completed or being contemplated;

10.8 reimburse CENTLEC or the COUNCIL for expenses incurred by it in respect of a fault

in the ELECTRICAL INSTALLATION; and 10.9 not disclose any information of whatever nature to any third party concerning this

AGREEMENT except as required for the performance of the provisions of this AGREEMENT.

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11. FINANCIAL PROVISIONS 11. 1 The CUSTOMER shall be liable for all charges in respect of the SUPPLY of electricity

to its premises. 11.2 CENTLEC shall render an account for the amount payable by the CUSTOMER in

respect of the previous month’s electricity supply to the CUSTOMER by publishing the account on the CENTLEC WEBSITE not later than the 3rd (THIRD) calendar day of every new month.

11.3 CENTLEC shall, in addition to the account rendered in accordance with clause 11.2

render a hard copy of the account to the CUSTOMER, on a monthly basis, without prejudice to its rights as contemplated in clauses 11.2, 11.4, 11.5 and 11.6

11.4 Such account shall contain all information, including meter readings and dates, on

which the account is based. 11.5 All accounts shall be payable by the CUSTOMER, monthly, without deduction or set-

off, by not later than the 8th (EIGHTH) day of each month, by means of electronic transfer into CENTLEC’s bank account [Name: Mangaung Local Municipality, Bank: ABSA, Branch: Maitland Street, Bloemfontein, Account No: 470 000 465 ] or at any other address which CENTLEC may notify the CUSTOMER from time to time. The CUSTOMER must state his Electricity Account number on all transactions.

11.6 An error or omission on any account published on the CENTLEC WEBSITE or any

failure by CENTLEC to publish an account on the CENTLEC WEBSITE or any failure or inability by the CUSTOMER to access the CENTLEC WEBSITE, or the failure of the CUSTOMER to receive the hard copy of the account, contemplated in clause 11.3, does not relieve the CUSTOMER of the obligation to pay the amount due for electricity supplied to the premises of the CUSTOMER.

11.7 The CUSTOMER shall in addition be responsible for the payment of any and all fees

and charges that may become due and payable from time to time as contemplated in clause 10.4 or 10.8 or otherwise arising from the execution of this AGREEMENT which fees and charges are attributable to the CUSTOMER.

11.8 All amounts payable or referred to in terms of this AGREEMENT shall be inclusive of any

VAT which is or may become payable in terms of the Value Added Tax Act, 1991, unless specifically stated to the contrary in this AGREEMENT.

12. OWNERSHIP

Any lines, meters, fittings, works or apparatus belonging to CENTLEC and lawfully placed or installed on any premises of the CUSTOMER, shall, whether or not fixed to any part of such premises or ELECTRICAL INSTALLATION, remain the property of and may be removed by CENTLEC and shall not be alienated by the CUSTOMER and shall further not be subject to the landlord’s hypothec for rent of such a premises and are not liable to be taken in execution under any process of law or any proceedings in insolvency or liquidation against the CUSTOMER or owner or occupier of such premises

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13. CHANGE OF OWNERSHIP OR CONTROL 13.1 Notwithstanding the provisions of clause 5, in the event that the CUSTOMER is a

juristic person and a change in control or ownership of the CUSTOMER should take place, CENTLEC shall be entitled to withdraw from this AGREEMENT upon giving the CUSTOMER 30 (THIRTY) day’s written notice of termination.

13.2 The termination notice referred to in clause 13.1 shall not affect either PARTY’S

obligations which are due in terms of this AGREEMENT, until such termination takes effect.

14. LIMITATION OF LIABILITY

Notwithstanding any provision to the contrary contained herein, CENTLEC shall not be liable for any loss or damage whether it be direct or special, consequential or indirect damages, or any damages due to loss of income or revenue, suffered or sustained by a CUSTOMER as a result of or arising from the cessation, interruption or discontinuance of the SUPPLY of electricity, unless the loss or damage is caused by negligence on the part of CENTLEC.

15. GENERAL PROVISIONS

15.1 No alteration, cancellation, variation or addition hereto shall be of any force or effect

unless reduced to writing, excluding email and short message system (“SMS”), and signed by all PARTIES to this AGREEMENT or their duly authorized representative.

15.2 This document contains the AGREEMENT between the PARTIES and no PARTY shall be bound by any undertakings, representations, warranties, promises or the like not recorded herein.

15.3 No indulgence, leniency or extension of time which any PARTY may grant or show to any other PARTY, shall in any way prejudice such PARTY of preclude such PARTY from exercising any of its rights in the future.

16. CESSION AND DELEGATION OF RIGHTS

The CUSTOMER shall not cede, assign, transfer, make-over or delegate any right or obligation under this AGREEMENT without the prior written consent of CENTLEC.

17. CO-OPERATION

Each PARTY undertakes to render all the necessary assistance required to enable the other PARTY to fulfill its obligations in terms of this AGREEMENT.

18. BREACH AND TERMINATION 18.1 Should any PARTY (the “guilty party”) commit a breach of this AGREEMENT and fail

or refuse to rectify that breach within 14 (FOURTEEN) days after receipt of a written notice from the other PARTY (the “innocent party”), calling upon the guilty party to rectify that breach, the innocent party shall be entitled, without prejudice to any other of his rights, to forthwith cancel this AGREEMENT by written notice to the guilty party.

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18.2 Without limiting the generality of clause 18.1, CENTLEC shall be entitled to cancel this AGREEMENT without notice to the CUSTOMER on the occurrence of one or more of the following events –

18.2.1 any act of insolvency as defined in the Insolvency Act 24 of 1936, by the CUSTOMER;

18.2.2 any endeavour by the CUSTOMER to compromise generally with its creditors;

and

18.2.3 placement of the CUSTOMER liquation for judicial management (whether provisionally or finally).

18.3 In the event of the breach contemplated in 18.1 either PARTY, or in the event of

breach by the CUSTOMER as contemplated in clause 18.2, CENTLEC, shall have the right, without prejudice to any other right which it may have against the other PARTY, to-

18.3.1 treat as immediately due and payable all outstanding amounts and to claim

such amounts as in arrears, including interest; 18.3.2 immediately cancel this AGREEMENT. in either event without prejudice to such PARTY’S right to claim damages. 18.4 Upon cancellation of this AGREEMENT by either PARTY, CENTLEC shall be entitled

to immediately disconnect the electricity SUPPLY to the premises of the CUSTOMER.

18.5 The CUSTOMER shall be liable for all costs incurred by CENTLEC in the recovery of any amounts or the enforcement of any rights which it has hereunder, including collection charges and costs of an attorney on an attorney and own client scale, whether incurred prior to or during the institution of legal proceedings or if judgment has been granted, in connection with the satisfaction or enforcement of such judgment.

18.6 CENTLEC may, in addition, charge interest on accounts which are not paid by the due

date appearing on the account, at an interest rate as approved by CENTLEC from time to time. Such interest shall be computed from the date of breach until the date of payment of any such amount is effected by the CUSTOMER. Furthermore such interest shall be calculated and compounded monthly and capitalized immediately upon calculation.

18.7.1 The CUSTOMER hereby indemnifies and agrees to hold harmless CENTLEC and its

subsidiaries, affiliates, officers, agents, directors and employees –

Against any liability, loss, claim, damage, investigation or legal action arising out of or in connection with this Agreement, or as a result of death of or personal injury to any person originating from any actions or conduct of the Customer and it subsidiaries, affiliates, officers, independent contractors, agents, directors, and employees pursuant to and in terms of this Agreement, including, without limitation, amounts paid in settlement of claims, legal action

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or investigations, and agrees to bear all costs and expenses, including, without limitation, all reasonable attorney and counsel fees incurred in connection with the defence or settlement of any claim, legal action or investigation, where such costs and expenses are incurred in advance of judgment, but with the exclusion of any loss, damage or liability incurred through gross negligence or intentional misconduct of CENTLEC and its subsidiaries, affiliates, officers, independent contractors, agents, directors and employees, to the extent that such liability, loss, claims, damage, investigations or legal action results from or were caused by the subsidiaries, affiliates, officers, independent contractors, agents, directors, and employees in their capacity as such of CENTLEC; Centlec SHALL PROMPTLY GIVE NOTICE TO THE customer OF ANY SUCH CLAIM AND CO-OPERATE WITH THE INDEMNIFYING Party regarding the defence of such a claim.

19. DISPUTE RESOLUTION

19.1 The Dispute Resolution Procedure set out in this clause 19 (the “Dispute Resolution

Procedure”) shall apply to any dispute, claim or difference arising out of or relating to this AGREEMENT (a “dispute”).

19.2 A dispute shall not be deemed to be a dispute until any one of the PARTIES has

provided a written notice conveying the nature and scope of the dispute to the other PARTY.

19.3 All disputes shall first be attempted to be resolved through a joint meeting between the

Executive Manager Engineering of CENTLEC and the duly authorised representative of the CUSTOMER. Any agreement reached at such a joint meeting shall be reduced to writing and shall be binding on the PARTIES.

19.4 If the PARTIES are unable to resolve any dispute at the meeting contemplated in clause

17.3, either PARTY may refer the dispute for arbitration. 19.5 The arbitration shall be conducted in accordance with the provisions of the Arbitration

Act, 1965 (Act No 42 of 1965, as amended from time to time), provided that – 19.5.1 a single arbitrator shall be appointed; 19.5.2 the arbitrator shall be a practicing counsel or attorney of not less than 10 (TEN)

years standing agreed upon by the PARTIES within 10 (TEN) days after the date on which the arbitration is called for.

19.6 If the PARTIES fail to reach agreement within 10 (TEN) days after arbitration has been

called for on the arbitrator to be appointed, such arbitrator shall be appointed by the President for the time-being of the Law Society of the Free State.

19.7 The arbitration proceedings shall take place in Bloemfontein at a venue and time to be

determined by the arbitrator.

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19.8 The arbitration proceedings shall be held informally and in a summary manner, and all procedural requirements and formalities shall be determined by the arbitrator. In determining such formalities and procedure, the arbitrator does not need to observe the normal strict rules of evidence or usual formalities of procedure.

19.9 The decision of the arbitrator shall be final and binding. 19.10 The cost of the arbitration proceedings shall be borne by the Parties as decided by the

arbitrator. 19.11 This arbitration clause shall not prevent the Parties from acquiring urgent relief from a

court of law by means of motion proceedings. 19.12 No referral of any dispute to any dispute resolution procedure in terms of this clause 17

shall relieve any Party from any liability for the due and punctual performance of its obligations under this Agreement.

20. JURISDICTION

The CUSTOMER consents to the jurisdiction of the Free State Provincial Division of the High Court or, at CENTLEC’s option, the Magistrate's Court in regard to any claim arising out of this AGREEMENT, notwithstanding that the amount in question may exceed the jurisdiction of the latter Court.

21. SURETY

21.1 In the event of the CUSTOMER being a juristic person, the person or official who signs

this AGREEMENT on behalf the CUSTOMER, binds himself or herself, upon signature of this AGREEMENT, as surety and co-principal debtor with the CUSTOMER for the due performance by the CUSTOMER of all its obligations in terms of this AGREEMENT.

21.2 The CUSTOMER and the signatory hereto renounces the benefits of the legal

exceptions cause non debitae, non numeratae pecuniae, de errore calculi, revision of accounts, no value received and if applicable, de duobus vel pluribus reis debendi, and/or ordinis et divisions, with the full force and effect of which renunciation the CUSTOMER and signatory, if applicable, declares themselves to be fully acquainted.

22. QUALITY OF SUPPLY

CENTLEC’S quality of supply obligations in terms of this AGREEMENT will be as set out and agreed to by the PARTIES in Annexure A hereto.

23. CONFIDENTIALITY

The PARTIES shall hold in confidence all confidential information received from each other and not divulge the confidential information to any person, including any of its employees, save for employees directly involved with the execution of this AGREEMENT and other agreements arising as a result hereof.

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24. NOTICES 24.1 Any notice, notification, request, demand or other communication for any purpose

under this AGREEMENT shall be in writing addressed –

24.1.1 In the case of the CUSTOMER as follows: Marked for the attention of the ………………………………………………:

24.1.2 In the case of CENTLEC as follows: CEO CENTLEC (PTY) LTD Private Bag X14 BRANDHOF 9324 Marked for the attention of the: CHIEF EXECUTIVE OFFICER

or to such other addresses, or for the attention of such other persons or department, as CENTLEC and the CUSTOMER may from time to time notify to each other.

24.2 All notices, notifications, requests, demands or other communications including

accounts, shall be deemed to have reached the other Party –

24.2.1 if delivered by hand, on the date of delivery;

24.2.2 if posted by ordinary mail or registered post, on the fifth calendar day following the date of such posting, and in the case of an account on the fifth calendar day following the date of the account;

24.2.3 if transmitted by facsimile or any other electronic medium acceptable to both PARTIES, on the first business day following the date of transmission/publication/delivery.

24.3 For the purpose of this AGREEMENT- 24.3.1 the CUSTOMER’s domicilium citandi et executandi shall be:

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24.3.2 CENTLEC’s domicilium citandi et executandi shall be:

24.4 Either PARTY may, by written notice to the other, change its abovementioned domicilium.

25. FORCE MAJEURE

In the event of any delay in performance by CENTLEC due to any cause arising from or attributable to acts, events, non-happenings, omissions, accidents or acts of God beyond the reasonable control of CENTLEC (including, but not limited to, strikes, lock-outs, shortage of labour, civil commotion, riots, war, threat of or preparation for war, breaking off of diplomatic relations, fire, explosion, sabotage, storm, flood, earthquake, fog, subsidence, pestilence or epidemic, machinery breakdown, failure of plant or collapse of structure, voluntary or mandatory compliance with any direction, request or order of any person having or appearing to have authority, inability to obtain suitable raw material, equipment, components or transportation as a result of vis maior, uncontrollable and/or any other cause or contingency beyond the control of CENTLEC) CENTLEC shall be under no liability for loss or injury suffered by the CUSTOMER as a result thereof and the performance of such obligation by CENTLEC shall be suspended during such delay and upon cessation of the cause of such delay, this AGREEMENT shall again become fully operative and CENTLEC shall immediately rectify such delay in performance, provided that, if such delay pertains to a material obligation of CENTLEC and such delay shall exceed 30 (THIRTY) days, any PARTY shall be entitled to terminate this AGREEMENT by written notice to the other PARTY.

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SIGNED at ……………………………….. this ……… day of …………..……………………201... SIGNED by or on behalf of the CUSTOMER on ……………………………………………..201... ……………………………………………………… DULY AUTHORIZED TO SIGN ON BEHALF OF THE CUSTOMER ……………………………………………………… As Witnesses:

1. …………………………………………

2. ………………………………………… SIGNED for and on behalf of CENTLEC on ……………………………………………201... …………………………………………………… DULY AUTHORIZED TO SIGN ON BEHALF OF CENTLEC …………………………………………………… As Witnesses:

1. …………………………………………

2. …………………………………………

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ANNEXURE A – QUALITY OF SUPPLY

1. Voltage quality – CENTLEC’s Obligation

1.1 CENTLEC shall maintain the voltage quality of the supply to the CUSTOMER in accordance with its reference documentation, NRS 048 or such standards as may be prescribed by the National Electricity Regulator from time to time.

1.2 In the event of the limits as specified in NRS 048-2 or CENTLEC’s standard

referred to in paragraph 1.1 being exceeded by the CENTLEC, CENTLEC shall take appropriate measures to rectify the voltage quality as soon as is practicable.

1.3 CENTLEC shall at its own cost take necessary corrective action when the sum of

consumer interaction at the point of common coupling exceeds the limits as specified in NRS 048-2 or CENTLEC’s standard referred to in 1.1, provided that all consumers connected to the point of common coupling have complied with their individually allocated apportionment.

2. Voltage quality – the Customer’s Obligation

2.1 The CUSTOMER shall ensure that any voltage distortions caused by its

uipment shall not at any time exceed the limits specified in 2.4, 2.5, 2.6 ( the prescribed limits having been determined in accordance with NRS 048-2 or the CENTLEC’s documentation referred to in paragraph 1.1)

2.2 The quality of supply limits specified in 2.4, 2.5, 2.6, 3.1 and 3.2 are based on

the following fixed values: (a) Minimum design operating fault level (three – phase):……… kA, (b) Maximum design loading: ………..MVA

2.3 The quality of supply limits specified in 2.4, 2.5, 2.6, 3.1 and 3.2 shall, if

necessary, be revised if any of the fixed value in 2.1 change. 2.4 The point of common coupling shall be the …….kV busbar at CENTLEC’S

substation under normal operating conditions. 2.5 The maximum allowable harmonic current injection from the CUSTOMER at

the point of common coupling shall be: Harmonic order 2 3 4 5 6 7 8 9 10 11 12 13 Current (A)

Harmonic order 14 15 16 17 18 19 20 21 22 23 24 25 Current (A)

2.6 The maximum permissible contribution to flicker at the point of coupling shall

be: (a) short term flicker (determined over a 10 min period), Pst = ………..

(b) long term flicker (determined over a 2 h period) Plt = …………….

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2.7 The maximum permissible contribution to voltage unbalance at the point of

common coupling shall be: Percentage voltage unbalance = …………… 2.8 Should any one of the limits specified in 2.4, 2.5, and 2.6 be exceeded, the

CUSTOMER shall be required to reduce loading or install corrective equipment at its own expense or take such other measures as might be necessary to reduce the voltage distortion caused by the CUSTOMER’s load or equipment within the specified limits. CENTLEC shall, in the event of an infringement by the CUSTOMER of the limits as specified herein, inform the CUSTOMER thereof by facsimile in order that corrective measure must be implemented by the CUSTOMER without delay.

Corrective measures shall be implemented by the CUSTOMER immediately after an infringement has occurred or where circumstances justify it within a period of time as may be agreed between the parties. If agreement on the period to be allowed for the CUSTOMER to correct any infringement of the specified limits cannot be reached within 30 days of the infringement occurring, the period shall be determined by arbitration.

2.9 The CUSTOMER shall give adequate notice in writing to the CENTLEC of

intended extensions or upgrading of the CUSTOMER’S plant or the installation of power factor correction equipment and/or any other changes which may impact the power quality or impedance at the point of common coupling to the CENTLEC system (or a combination of these) to enable countermeasures to be taken time-ously

2.10 Customers shall install, operate and maintain suitable over voltage protection

equipment. 3. Voltage dips 3.1 CENTLEC shall strive to minimize the number of voltage dips that could

production disruptions, and shall ensure that the total number of non-coincidental voltage dips category Z recorded at the point of common coupling in any 12 consecutive months does not exceed …….. (……) on the understanding that

(a) all voltage dips caused by force majeure or those originating from the

CUSTOMER’S load or equipment due to the starting of large loads or faults within CUSTOMER’S electrical installation, are specifically excluded, and

(b) the maximum permissible number of voltage dips specified above, may be subjected to revision if the minimum design operating fault level specified in paragraph 2.1 changes.

In the event of the total number of voltage dips in any 12 (twelve) consecutive months exceeding the maximum number of occurrences as specified above, CENTLEC shall take appropriate measures to rectify the situation as soon as is practicable.

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3.2 The CUSTOMER shall ensure that voltage dips of category Z originating from its load or equipment due to the starting of large loads or faults within its electrical installation, as recorded by CENTLEC at the point of common coupling in any 12 (twelve) consecutive months, does not exceed ………….. (………..). This maximum permissible number of voltage dips originating from the CUSTOMER’s electrical installation shall be subjected to revision if the minimum design operating fault level specified in paragraph 3.1 changes. Should the specified maximum permissible number of voltage dips be exceeded, CENTLEC shall inform the CUSTOMER thereof by facsimile in oerder that corrective measures may be taken by the CUSTOMER without delay.

3.3 With reference to paragraph 3.1 and 32., the maximum permissible number of voltage dips shall be reviewed annually by the CUSTOMER and by CENTLEC and joint and separate actions taken to achieve a mutually acceptable frequency of voltage dip occurrences.

4. Measurement of Quality of Supply 4.1 CENTLEC shall monitor the Quality of Supply (continuity, voltage quality and

voltage dips) at the point of common coupling and CENTLEC and the CUSTOMER shall collaborate in drawing up appropriate operational procedures to facilitate the monitoring and reporting of the Quality of Supply. CENTLEC shall install appropriate metering equipment at the said point of common coupling for this purpose and the cost thereof shall be for the account of the CUSTOMER.

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ANNEXURE B – TIME OF USE TARIFFS (Applicable on date of Agreement) MANGAUNG LOCAL MUNICIPALITY/ CENTLEC (PTY) LTD TOU TARIFFS ELECTRICITY TARIFFS FOR APPROVAL BY NER FOR IMPLEMENTATION: JULY 2010 CONSUMER MONTH. Excluding VAT TARIFF III (b): TOU - ELECFLEX 1 - BULK SUPPLY - MV: Direct from Distribution Centre Basic Charge (Service Levy) R 4,323.7560 Reactive Energy Charge (c/kWh) R 0.0000 Access Charge (R/kVA) R 16.0950 kVA Demand Charge (R/kVA) R 62.0410 Energy - High Demand - Peak (c/kWh) R 1.6260 Energy - High Demand - Standard (c/kWh) R 0.5590 Energy - High Demand - Off-Peak (c/kWh) R 0.3650 Energy - Low Demand - Peak (c/kWh) R 0.5810 Energy - Low Demand - Standard (c/kWh) R 0.4690 Energy - Low Demand - Off-Peak (c/kWh) R 0.3580 TARIFF III (c): TOU - ELECFLEX 2 - BULK SUPPLY - MV: Feeding from MV Network Basic Charge (Service Levy) R 2,908.5420 Reactive Energy Charge (c/kWh) R 0.0000 Access Charge (R/kVA) R 16.8270 kVA Demand Charge (R/kVA) R 64.5920 Energy - High Demand - Peak (c/kWh) R 1.6880 Energy - High Demand - Standard (c/kWh) R 0.5910 Energy - High Demand - Off-Peak (c/kWh) R 0.3820 Energy - Low Demand - Peak (c/kWh) R 0.5910 Energy - Low Demand - Standard (c/kWh) R 0.4860 Energy - Low Demand - Off-Peak (c/kWh) R 0.3680 TARIFF III (d): TOU - ELECFLEX 3 - BULK SUPPLY - LV: Feeding from LV Network Basic Charge (Service Levy) R 1,704.2880 Reactive Energy Charge (c/kWh) R 0.0000 Access Charge (R/kVA) R 17.8940 kVA Demand Charge (R/kVA) R 66.9750 Energy - High Demand - Peak (c/kWh) R 1.7580 Energy - High Demand - Standard (c/kWh) R 0.6390 Energy - High Demand - Off-Peak (c/kWh) R 0.4170 Energy - Low Demand - Peak (c/kWh) R 0.6240 Energy - Low Demand - Standard (c/kWh) R 0.5040 Energy - Low Demand - Off-Peak (c/kWh) R 0.3790

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ANNEXURE C – TREATMENT OF PUBLIC HOLIDAYS

The treatment of Public Holidays will have reference to the TOU tariffs, namely Homeflex, Commflex and Elecflex 1, 2 & 3. All Public Holidays will be treated exactly in alliance with the Eskom list of Public Holidays and as indicated on the CENTLEC (PTY) LTD Website (www\\centlec.co.za). Seasonal differentiated energy charges will be applicable as described under definitions in this CENTLEC document.