SERVICE CONTRACT FOR HAULAGE OF BAUXITE

CONTRACT NO. AMRS/ 00/2024

BETWEEN

ASHAPURA MINEX RESOURCES SA

AND

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THE 01st DAY OF November Month of the year two thousand and twenty-four.

CONTRACT FOR HAULAGE OF BAUXITE

BETWEEN
ASHAPURA MINEX RESOURCES SA abbreviated AMRS(HUADA), herein after referred to as “THE CLIENT” a
limited liability company, registered under the Laws of Guinea bearing RCCM/GN.KAL.2018.B.085
054 Register Office: Cameroon, 4TH FLOOR, RESIDENCE WASSOU, L’ANDREA QUARTER, NEAR THE
MILLENIUM
HOTEL, COMMUNE DE DIXIN,, Conakry (Republic of Guinea), Conakry, duly represented by HEAD OF OPRATION
Mr Pankaj K. Bhoyar who is authorized to execute & sign this agreement (which expression shall, unless
repugnant to the context or meaning thereof, be deemed to mean and include its successors and permitted
assigns).
AND
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abbreviated ------ ;, here in after referred to as “THE CONTRACTOR’ a limited liability company, registered
under the laws of Guinea, with registered office at- - - - - - , Conakry (République de Guinea), registered in
the Trade and Personal Property Credit Register (RCCM) under the number registration number enterprise
RCCM----- represented by its Director General, Mr-----, Tel: +224 ------- Email ID.---------duly authorized
for this purpose (this expression shall be deemed to mean and include his successors and assigns).

IT HAS BEEN AGREED AND SETTLED AS FOLLOWS

PREAMBULE
Contractor approached the CLIENT with an intention to expand his activities and provide the transport services
to clients Bauxite Project in Guinea.
Client accepted to the contractor’s request and agreed to engage a contract for (25) Twenty-five trucks to be
used in his group companies.
Upon signing this contract all the existing / valid (if any) contracts will come to an end and ceases form being in
effect.
On the date of signature of this contract, transport is going out on both sections from AMRS MINE (HUADA) to
GSM Port but with an understanding that Contractor agrees to work in any of the
client’s group company sites.
TITLE.1 GENERALE CONDITIONS
ARTICLE 1: SCOPE OF SERVICE/CONTRACT
1.1 Supply and operation of dumpers for the haulage of bauxite from the client AMRS MINE (HUADA) site to
GSM Port.
1.2 The estimate distance from AMRS MINE (HUADA) to GSM PORT is 118 km
(Any increase and decrease of transportation distance price will change accordingly.)
Article 2: DEFINITIONS
In this contract, and unless the context otherwise requires, the following terms shall have the meaning ascribed
to this article.
2.1 "Client’s Representative" means the person designated by the client upon written notice to the contractor
and having the authority to act on behalf of the Client with respect to any aspect of this contract.
2.2 "Contractor’s Representative" means the person designated by the contractor upon written notice to the
Client and having authority to act on behalf of the contractor with respect to any aspect of this Contract.
2.3 "Site supervisor" means the person designated by each party and having the authority to act on their
respective account, with respect to operations at the work site.
2.4 "Contract" means this present contract including all its Annexures:
Article 3: CLIENT’S OBLIGATION
3.1. The client takes full responsibility for the authorization of the work subject to this contract and will hold
the contractor safe from any claim or prosecution from the administration or the local community as a result of
the normal execution of the works covered by this agreement.
3.2 This clause will not apply in the event that claims and lawsuits are based on proven fault committed by the
contractor himself, who assumes full responsibility.
Article 4: CONTRACTOR’S OBLIGATIONS
4.1 The contractor's staff will not at any time and in any form be considered as clients’ personnel.
4.2 The contractor is bound to respect all Mining and other related laws and regulations in force in Guinea for
execution of this work. He will also comply with the Client's policies and procedures to ensure the proper
administration and smooth running of this contract.
4.3 The contractor will take out an insurance policy with a first-class insurance company covering its civil and
professional liability for damage to third parties, as a result of bodily injury, material and immaterial
consequential or non-consequential, in the performance of this Agreement. Contractor to submit copy of
insurance policy before commencement of Work.
4.4 The contractor must ensure constant safety by eliminating or neutralizing the dangers to health, safety,
environment and the physical integrity of its workers, the Client’s personnel as well as third parties in general.
Article 5: TERMS AND CONDITION
5.1 Contractor agrees to provide the dumpers for the haulage of bauxite from the client mining Site
AMRS MINE (HUADA) to GSM Port.
Details of the dumpers provided for service will be given later up on the arrival of the new trucks and will
be maintained as an annexure to this contract.
5.2 The contractor agreed to transport the bauxite from the AMRS MINE (HUADA) to GSM Port at the rate of
GNF 96,260 per ton for trucks including all. (Excluding TVA).
5.3 In case there is any change of port, the transportation rate will be communicated to the contractor.
5.4 The above price includes all the costs such as fuel, operation, maintenance, mobilization,
demobilization, and repair of the machine for the present contract.
5.5 The Contractor takes the responsibility to buy fuel at mining price, as fixed by the state from time to time. In
case if the client provides the fuel to the contractor, same shall be debited to Contractor from his monthly
invoice at the same Mining regime price fixed by the state from time to time.
5.6 Contract Price is on the basis of present diesel price. On the date of signature of this contract, Diesel price as
per the Mining Regime is GNF 12,200 per Liter.
5.7 If there is any increase or decrease in diesel price, the contract price should be adjusted as per the
following formula:
New contract price = present Contract Price + (present Contract Price * % Variation of diesel *25%).
This is on the Basis that: 25% of the cost component is diesel cost in the operation, and diesel price dependent.
5.8 This change to be affected on both sides either the diesel price increase or decreases.
5.9 The contractor takes responsibility for making payment of its labor employed by them for execution of
this contract for which contractor does not make client liable to pay. Contractor will indemnify for this to
client.
5.10 The Client also has appointed some other contractors at the same mine for the same job. Contractors
undertake to work in harmony with the other contractors in order to maintain the required productivity and
safety.
5.11 During the Rainy season, the transport work may stop completely or may come to very low level, in that
case client have no obligation of providing a minimum business to the contractor.
5.12 It is understood that the client has many other mining sites apart from this herein mentioned. In order to
fulfill its planning, the client may request the contractor to move all his dumper and logistics to another site
without that being seen as a breach of the present contract.
In that case, all the clauses of this present contract will remain as they are except the price will change
according to the rate of the new site.
5.13 Fuel, Food, Accommodation, Health and Safety of the Operation, transportation and Maintenance Staff,
Safety of machineries and staff are the responsibility of the contractors.
5.14 For the purpose of determining the quantity or tonnage of the Bauxite transported all the trucks has to pass
through the weighbridge available at the port area. Weighbridge report is final. The contractor has to attach
the weighbridge report or copies of weighment slips along with all the invoices that he submits. In case of non-
availability of weigh bridge or weigh bridge is not accessible for any reason, then in that case a SOP (standard
Operating Procedure) internationally acceptable method to be determined to estimate the volume / density /
weight or tonnage of mineral transported will be adopted same to be recorded in writing, signed, and accepted
by both parties.
5.15 The client has the right to visit and control all the activities carried out by the contractor and to evaluate
them without this being considered.
5.16 The invoice shall be submitted on a monthly basis. At the end of each calendar month, Contractor should
raise an invoice against the mineral transported work after adjusting all the debts like advance received/ any
damages / recoveries etc. and get such invoice verified / authorized / approved by the Clients representative in
charge of operations at the site.
The payment of each such approved / authorized invoice will be made in 30 days from the date of receipt of the
certified approved invoice.
5.17 Availability of Fire extinguishers with valid data written on the extinguishers.
5.18 Personnel protective equipment’s (safety shoes must, for his team).
5.19 Night lights on top of the dumpers cabin.
5.20 No other payment except the payment in clause 5.2 is payable to the contractor by the client.
5.21 Mobilization and Demobilization is at the contractor’s scope. The contractor has to start mobilization
with immediate effect.
Article 6: TERMS OF PAYMENT
6.1 Each invoice will pay on the actual quantity transported to the port and certified by the client’s
representative.
6.2 The contractor has to submit the invoice on a monthly basis with the signature of the site in charge
(Invoice verified by site in charge). After submitting the invoice with signature of site in charge, the payment
will be made in 30 days.
Article 7: DURATION OF THE CONTRACT
7.1 This contract is valid for a period of 1 year from the date of execution. It shall take effect on 01/11/2024
and will end on the 31/10/2025.
7.2 Up to a written confirmation, the contract may be extended for one more term and so on, as per the mutual
agreement of the client and contractor. Unless renewed by a written document, the contract is automatically
terminated on the date of its expiry & either party will not have claim on it.

Article 8: TERMINATION
8.1 This contract will normally terminate at the end of the agreed term in Article 7.1 of this contract.
8.2 It may also be terminated by express agreement by one of the parties in the event of partial or total non-
performance or known or repetitive failure of the other party denounced in writing with acknowledgment of
receipt except in cases of force measure as provided herein the contract. Termination in this case only becomes
effective after Ten (10) days’ notice of the termination of the agreement and if default has not been corrected.
If the contract is not renewed on expiry, it will be considered terminated without payment of any damages
whatsoever.
8.3 However, this contract is automatically terminated in the event of bankruptcy, liquidation or receivership,
early dissolution of the contractor, or finally in case of partial or total transfer of its activities without the Client's
consent.
8.4 In the event of termination as indicated in Articles 8.1 and 8.2 above, an inventory of the services already
performed will be drawn up by both parties and the payment should be made as per the payment terms
mentioned in article 6 of this contract.
Article 9: FORCE MAJEURE
9.1 Force majeure is any event or event that is unforeseeable and irresistible and beyond the control of the
parties, the effect of which is to prevent or render impossible the performance by one of the parties of its
contractual obligations such as, for example, flood, strikes (with the exception of strikes in connection with the
execution of this contract and involving only employees of the Subcontractor), riots, epidemics, embargo, war,
etc.
9.2 When a case of force majeure notified to the other party occurs, the performance of the contractual
obligations of the prevented party shall be extended by a period corresponding to the effects of such force
majeure, insofar as the latter has an influence on contractual commitments. The prevented party will have to
make every effort to eliminate, if possible, the effects of this force majeure and will recover all its obligations as
soon as the event disappears.
9.3 If the performance of this contract is effectively prevented for a period of twenty (20) consecutive days by
force majeure, the contract may be terminated by either party upon a notice of twenty-Eight days, this
termination resulting in the payment of the services actually performed after their inventory.
Article 10: SETTLEMENT OF DISPUTES
10.1 The present contract will be governed and interpreted exclusively according to the laws in force in Guinea.
10.2 In case of dispute, both parties undertake to find an amicable solution.
10.3 In the absence of an amicable agreement within thirty (30) days following the notification of the litigation,
it will be carried by the most diligent party before the Guinean jurisdictions which will be the only ones
competent.
Article 11: AMENDEMENTS
11.1 This contract and the documents referred to in Article 2 above constitute the law of the parties who obligate
themselves to it. However, it is subject to amendment in writing signed by both parties.
Article 12: CONFIDENTIALITY
12.1 The client may communicate to the contractor or the contractor to the client, information necessary or
appropriate for the performance of the service. The contractor agrees to treat this information as secret and
confidential and to ensure that his employees and contractors treat it as such. It must not disclose or transmit
this information or make available a report, recommendation or other document prepared for the client to any
other person, physical or moral, or use this information otherwise than for the purposes of this contract.

Article 13: LANGUAGE OF THE CONTRACT

13.1 This contract is established in English and may be translated into any other language In case of difference
between the original and its translation, the English text prevails over all the rest.

Article 14: LEGAL ADDRESSES

The Client:
ASHAPURA MINEX RESOURCES SA
4TH FLOOR, RESIDENCE WASSOU, L’ANDREA QUARTER, COMMUNE DE DIXIN, CONAKRY.
Tel: 627270192; Email: [email protected]
For the CLIENT

Mr. Pankaj K Bhoyar.

HEAD OF OPERATION AMRS.

Contractor

,Conakry Republique of Guinea.

Tel: +224 ------- Email ID. -----
For the CONTRACTOR,

General Manager

Mr --------