TERMS & CONDITIONS OF SERVICE
1. SERVICES AND PAYMENT
1.1 The Carrier shall provide the Services to the Customer and transport the Consignment as consigned by the Customer from the Loading Point to the Delivery Point. The Carrier shall arrange the Vehicles at the Loading Point for loading of the Consignment for transportation.
1.2 For each Consignment, the Customer shall raise a Service Request at least [72 (seventy-two)] hours in advance of the date on which the Consignment is required to be transported. In the event the Customer fails to provide the complete copy of the Service Request with correct details to the Carrier within the time period mentioned above, the Carrier shall have no obligation to provide the Services in relation to such Consignment as per the timelines specified by the Customer.
1.3 For each Consignment, the Carrier shall submit an Invoice as per terms specified in the Service Request for all Charges to the Customer, at the address of the Customer as per the Agreement, along with E-Pod / Scan POD. The rates shall be as per the Rate Chart annexed to the Agreement.
1.4 The Customer shall make the payment of the Invoice amount and/or any other Charges as specified in the Service Request, within 30 days of the delivery of the Consignment. In the event the Customer fails to honour its payment obligations under the Agreement, the Carrier shall be entitled to charge the Customer interest on the overdue amount pending more than 15 days from the due date at the rate of 20.25% per annum, or such rate as is statutorily applicable from time to time.
1.5 The Customer shall make payment in favor of the Carrier as per details provided by the Carrier in the Agreement. Further, on transfer of funds, the Customer shall provide a payment advice to the Carrier simultaneously including the reference of Invoice.
1.6 The Carrier may provide such services at its sole and absolute discretion and on the terms and conditions that shall be mutually agreed between the Parties prior to commencement of such additional services. Notwithstanding anything to the contrary, the Customer shall not submit to the Carrier, any Consignment containing dangerous, hazardous, verminous, infested, infected or contaminated Goods unless it has first given to the Carrier, in writing, full details of the same and obtained the written consent of the Carrier to submission of such a Consignment. The Customer shall not seek to avail the Services of the Carrier for any Consignment containing illegal or condemned Goods.
1.7 The Carrier will issue the Consignment Note for the Consignment to the Customer once the Containers are loaded on the Vehicles. Each Service Request and corresponding Consignment Note shall represent a separate transaction in itself.
1.8 For avoidance of doubt, it is hereby clarified that the Carrier is only required to provide the Services. The Customer shall be responsible for storage of the Consignment at the Loading Point and/or the Delivery Point, as the case may be.
2. TITLE OF OWNERSHIP
2.1 The Customer hereby agrees that it shall have and continue to have, at all times, full and absolute title to the Goods entrusted to the Carrier under the Contract Documents.
2.2 Subject to the terms of the Agreement and the Terms and Conditions, the Carrier shall have no right, title or interest in the Goods entrusted to them by the Customer or its authorized representative and shall not do any act as a result of which the title of the Customer is in any way encumbered, interfered or prejudiced.
3. INSURANCE
3.1 Carrier Insurance
3.1.1 The Carrier shall maintain, or shall cause to be maintained, at its own cost and throughout the Term, an insurance in accordance with standard industry practices to cover loss, cost, expense, liability, action, demand, claim or proceeding in respect of bodily injury to or illness or death to a third party and or damage to third party property.
3.1.2 The Carrier shall provide to the Customer, on written request, copies of insurance policies referred to above, confirming the existence and extent of the cover given by such policy.
3.2 Customer Insurance
3.2.1 The Customer shall maintain, or shall cause to be maintained, throughout the Term, a comprehensive all risk insurance (including, but not limited to, transit, fire, public liability insurance) to cover loss, cost and expense incurred due to damage, destruction or loss of the Goods/Consignment, at its own cost, with a reputable insurer having a good credit rating, or of an equivalent reputable nature and financial standing covering all risks which may be incurred by the Customer. The Customer hereby waives all rights of subrogation on behalf of its insurers for any loss or damage in excess of the liability limits set forth in the Contract Documents.
3.2.2 The Customer shall provide to the Carrier, copies of insurance policies referred to above, or other evidence confirming the existence and extent of the cover given by such policy.
4. LIEN
4.1 The Customer represents and warrants that it either (i) is the lawful owner of the Goods, which are not subject to any lien or security interest of others; or (ii) is the authorized agent of the lawful owner and of any holder of a lien or security interest (which lien or security interest is subordinated to the lien and security interest of the Carrier hereunder) and has full power and authority to enter into the Contract Documents. The Customer agrees to notify all parties acquiring any interest in the Goods of the Carrier’s rights hereunder.
4.2 The Customer grants to the Carrier, a first priority general and specific lien upon and security interest in the Goods and on the proceeds thereof for all Charges, credits or advances by the Carrier and for expenses necessary for preservation and safety of the Goods.
4.3 Without prejudice to any other rights under the Contract Documents and Applicable Laws, upon non-payment of any Charges when due and payable, the Carrier may obtain satisfaction of its lien by sale of the Goods on which the lien and security interest is held as provided under Applicable Law. In the event of a sale of the Goods, the Carrier shall notify the Customer of the Charges due and payable, as well as the time, place, and nature of the proposed sale. All proceeds from a sale of Goods shall be used to cover the Charges due and payable to the Carrier, as well as any costs incurred by the Carrier as a result of the sale. Any proceeds above those required to cover such amounts shall be credited to the account of the Customer. In the event such sale fails to generate sufficient proceeds to cover the Charges and other costs, the Carrier retains the right to pursue other remedies to recover the full amount due.
5. INDEMNITY
The Customer shall fully and promptly indemnify and keep fully and promptly indemnified the Carrier and its representatives, contractor(s), sub-contractor(s), directors, officers, employees, advisors and agents (or any of them) (each, an “Indemnified Party”) against any costs (including loss, penalty, expenses, reasonable attorneys’ fee etc.), losses, damages, injury, claims, charges, demands, opportunities, liabilities or expense suffered or incurred by the Indemnified Party arising directly or indirectly or in whole or in part out of a breach by the Customer of its obligations under the Contract Documents (including tender of a Consignment by the Customer) whether or not such costs, claims, charges, demands, losses, liabilities, damages or expenses or the consequences of such a breach by the Customer of its obligations were foreseeable at the Effective Date.
6. EVENT OF DEFAULT AND CONSEQUENCES
6.1 Each of the following events, acts, occurrences, or conditions shall constitute an “Event of Default”:
6.1.1 breach of any of the terms or conditions of the Contract Documents by the Customer;
6.1.2 any representation, warranty or undertaking given by the Customer becoming materially untrue, misleading or invalid in any respect during the Term;
6.1.3 the Customer goes into liquidation or passes a resolution for voluntary winding up or appointment of receiver or liquidator (except in case of voluntary liquidation for the purposes of amalgamation or reconstruction) in any winding up or insolvency proceedings initiated by any third party against the Customer, which order is not set aside or stayed within 30 (thirty) days;
6.1.4 any act or omission of the Customer which could reasonably be expected to have a material adverse effect on the Carrier’s ability to perform its obligations hereunder;
6.1.5 failure of the Customer to procure and maintain during the Term, any insurance policy, clearances, approvals, licenses and permissions required to be maintained by the Customer to perform its obligations hereunder; or
6.1.6 the Customer being debarred by any Governmental Authority from carrying on its business or rendering it impossible or illegal to perform the business, which bar is not set aside by the relevant Governmental Authority within 30 (thirty) days.
6.2 Consequences
6.2.1 Upon the occurrence of an Event of Default, the Carrier may, at its sole discretion, deliver upon the Customer a notice to cure the said Event of Default within a period of 30 (thirty) days from the date of such notice. In the event the Customer fails to cure such Event of Default within the said period, the Carrier shall have the right (but not an obligation) to forthwith terminate the Contract Documents in terms of the termination provisions under the Agreement.
6.2.2 Termination pursuant hereto shall be without prejudice to any other rights, or remedies which the non-defaulting Party may be entitled to under Applicable Law and shall not affect any accrued rights of the non-defaulting Party prior to the date of such termination.
7. CONFIDENTIALITY
7.1 The Customer shall keep all information received by it from the Carrier in relation to the Contract Documents (including, but not limited to, all information concerning the Carrier’s business transactions, technical and operational information and financial arrangements) (the “Confidential Information”) confidential and shall not without the prior written consent of the Carrier:
(a) disclose or divulge the Confidential Information to a third party; or
(b) use the Confidential Information other than for carrying out the purposes of the Contract Documents.
7.2 The Customer agrees that Confidential Information shall at all times remain the property of the Carrier.
7.3 Notwithstanding the foregoing provisions, the Customer may disclose Confidential Information to a third party with the Carrier’s prior written consent, but only to the extent such Confidential Information is:
(a) already in the public domain or becomes available to the public other than through the act or omission of the Customer;
(b) required to be disclosed under Applicable Law or by a governmental order, decree, regulation or rule, any order of a competent court or tribunal or by any regulation of any stock exchange on which the shares of the Customer are listed (if applicable), or a company which controls the Customer, are listed;
(c) disclosed to its officers, employees, directors or professional advisors, on a ‘need to know basis’, provided that the Customer shall procure that such persons shall undertake to treat such Confidential Information as confidential;
(d) acquired independently by the Customer from a third party source not obligated to the Carrier to keep such Confidential Information confidential; or
(e) already known or already in the lawful possession of the Customer, as of the date of the disclosure by the Carrier.
7.4 Upon termination of the Contract Documents, the Customer shall return to the Carrier, or, in accordance with the specific request and instructions of the Carrier, destroy the Confidential Information within 15 days.
8. FORCE MAJEURE
8.1 The Carrier shall not be held liable or responsible to the Customer nor be deemed to have defaulted under or breached the Contract Documents for failure or delay in fulfilling or performing any term of the Contract Documents when such failure or delay is caused by or results from causes beyond the reasonable control of the Carrier, including, but not limited to, fire; floods; storms; embargoes, epidemics, pandemics, war or acts of war (declared or undeclared); insurrections, riots or other civil commotions; acts of terrorism; strikes, lockouts, or other labor disturbances; explosions; sabotage; accidents; governmental orders; change in statutes, rules or regulations; delays by unaffiliated suppliers or carriers; shortages of fuel, power, raw materials or components; acts of God; or acts, omissions, or delays in acting by any governmental or military authority, or the Customer (collectively, “Force Majeure”).
8.2 An event of Force Majeure shall not relieve the Carrier from any liability for an obligation which arose before the occurrence of that event, nor does that event affect the obligation of the Customer to pay money in a timely manner which matured prior to the occurrence of that event.
8.3 If the Carrier’s performance under the Contract Documents is prevented or delayed due to an event of Force Majeure applicable to the Carrier, the Carrier shall, as soon as possible and in any event within 10 (ten) days of (i) the event of Force Majeure; or (ii) becoming aware that an event of Force Majeure is preventing, delaying or significantly disrupting the performance of the Carrier’s obligations, whichever is earlier, giving full particulars of the event of Force Majeure and the reasons of the event of Force Majeure preventing the Carrier from, or delaying the Carrier in performing its obligations under the Contract Documents.
8.4 Upon occurrence of an event of Force Majeure, the Parties shall mutually discuss an equitable extension of time or way forward as per the terms of the Contract Documents.
8.5 The Carrier shall use its reasonable efforts to mitigate the effect of the event of Force Majeure upon performance of its obligations under the Contract Documents and shall recommence the performance of the obligations affected thereby as soon as practicable after cessation thereof.
8.6 If the event of Force Majeure prevents performance according to the Contract Documents for more than 30 (thirty) consecutive days, the Contract Documents may be terminated by either Party. In the event of such termination, the Customer shall pay to the Carrier, all Charges due and payable under the Contract Documents.
9. LIMITATION OF LIABILITY
9.1 The Carrier is only acting as a facilitator to the Customer for the Services and shall not be responsible for or liable to the Customer for:
(a) any consequential or indirect loss or damage;
(b) loss of profit, revenue, savings, demurrage, ground rent, port congestion charge or terminal congestion charge or detention;
(c) missed / delayed road movement or vessel or contracts;
(d) any claims in contract, tort or otherwise, including any death, personal injury, damage or loss, in relation to the use of any Services;
(e) any loss / damage to the Goods during road transit for any reason whatsoever, including, but not limited to, theft, delay, accident, act of God, Force Majeure etc.; and/or
(f) injury to goodwill or reputation or delay howsoever caused.
9.2 Notwithstanding anything to the contrary, in case of any direct damages arising out of or relating to the Contract Documents or Services due to gross negligence, the liability of the Carrier shall be limited to [•] % of the relevant Invoice amount.
9.3 The Carrier shall not be liable to the Customer for any indirect, special, consequential, incidental or punitive damages, losses (including loss of profit, loss of business, loss of goodwill and loss of opportunity) arising out of or relating to the Contract Documents or Services, however caused and on any theory of liability, and whether or not the Customer has been advised of the possibility of such damages.
9.4 Subject to Applicable Law, the liability referred hereinabove shall be the Customer’s exclusive remedy against the Carrier, its affiliates and sub-contractors for any claim or cause of action whatsoever relating to loss or destruction of or damage to the Consignment (or part thereof) and shall apply to all claims including inventory shortage and mysterious disappearance claims unless the Customer proves by affirmative evidence that the Carrier converted the Consignment to its own use. The Customer waives any rights to rely upon any presumption of conversion imposed by Applicable Law.
10. GOVERNING LAW AND DISPUTE RESOLUTION
10.1 The Parties shall attempt to resolve any dispute arising out or relating to the Contract Documents amicably. In case, the Parties fail to resolve such dispute amicably within a period of 30 days from the date of dispute then such dispute shall, at the instance of either Party, by way of a written notice, be referred to arbitration to be conducted by a sole arbitrator appointed mutually by both the Parties in accordance with the provisions of the Arbitration and Conciliation Act, 1996. The seat and venue of the arbitration proceedings shall be [New Delhi] and the proceedings shall be in English language. Each Party to the dispute shall equally bear its own legal costs, in relation to the arbitration proceedings and share among themselves equally the fee and other expenses payable to arbitrator(s), or as otherwise decided by the arbitrator.
10.2 The Contract Documents shall be governed by Indian law. The courts at New Delhi shall have the exclusive jurisdiction over any dispute arising under the Contract Documents.
11. CONDITIONS FOR TRANSPORTATION OF CONSIGNMENT
11.1 Transportation of Consignment
(a) The Carrier shall receive and transport the Consignment tendered by the Customer or its authorized representative in an efficient and diligent manner. The Carrier shall carry and deliver the Consignment as per the relevant Service Request.
(b) The Carrier shall be responsible for clearance of Vehicles at check-posts and state border entry points during the transportation of the Consignment from the Loading Point to the Delivery Point.
(c) Except the documents relating to Vehicles, any other documents required for the transport of the Consignment shall be the responsibility of the Customer. Notwithstanding anything to the contrary, in no event shall the Carrier be responsible to the Customer, the Consignee or any third party if the Consignment or part of it is confiscated by the Governmental Authorities for any reason whatsoever, except on account of improper documents of Vehicle. The Customer shall indemnify, defend and hold the Carrier harmless against any claim/penalty, if any, or costs incurred by the Carrier on this account.
(d) The Customer shall ensure that the Consignment and its packaging within which they were packaged by the Customer shall be fit for transport without damage to the Vehicle and/or to the employees, sub-contractors and/or representatives of the Carrier.
11.2 Delivery
(a) The Carrier shall take reasonable care to ensure the safe delivery of the Consignment to the Consignee once it has issued the Consignment Note. The Consignment shall be transported by the Carrier at the Customer’s risk and liability.
(b) No dispute or claim in relation to the quantity or damage to the Consignment shall be entertained by the Carrier once the Customer has accepted the delivery and the Consignment Note is received by the Carrier without any remark.
(c) If for any reason, solely attributable to the Customer or the Consignee, unloading of the Consignment is not carried out at the Delivery Point and on the agreed date, the Customer shall be liable to pay detention charges to the Carrier as informed by the Carrier. The Parties agree and acknowledge that reporting of loading time and unloading time in the Consignment Note shall be considered as final for the purposes of calculating detention charges.
(d) The Customer agrees and acknowledges that the Carrier shall not be held responsible for any delay in delivery due to, including but not limited to, the following reasons, and no penalty shall be levied on or debited from the Carrier’s account, if:
(i) the Consignment is held by the Carrier at some place other than the Delivery Point at the request of or for the convenience of the Customer or the Consignee, or because the Customer or Consignee refuses or is unable to take delivery at the Delivery Point;
(ii) the Consignment (or part thereof) is confiscated or detained by any Governmental Authorities;
(iii) the Consignee or its authorized representative is unavailable at the Delivery Point; and/or
(iv) the scheduled delivery date falls on a Sunday/ non-Business Day and the Consignment is delivered on the next Business Day.
11.3 Losses
(a) The Carrier shall, within a reasonable period of the Carrier becoming aware of any loss to the Container or Consignment, arising out of (including but not limited to) accident, pilferage, theft, strike, riot, civil commotion, intimate the Customer and shall provide assistance to the Customer by providing documentary evidences, available with the Carrier, in relation to such loss as may be required by the Customer for lodging an insurance claim. For avoidance of any doubt, in no event shall the Carrier be liable for any loss arising due to an event of Force Majeure and/or no fault of the Carrier.
(b) In case of any losses caused due to the Carrier’s negligence or default, the Carrier shall provide the Customer with the details of such loss and shall provide reasonable assistance to the Customer to claim insurance of such losses.
12. FREIGHT CHARGES, INVOICING AND PAYMENT
12.1 The Parties agree and acknowledge that the Charges and other payment terms shall be as per the terms specified in the Agreement.
12.2 The Invoice raised shall be inclusive of all expenses for the Services or any other actual expenses incurred by the Carrier in fulfilling its obligations under the Contract Documents. Goods and services tax, freight or any other charges or taxes as applicable on the day of invoicing shall be extra and borne by the Customer and all applicable taxes required to be deducted at source shall be deducted by the Customer at the time of payment of any such Invoice.
12.3 Discrepancies in an Invoice/ debit note are to be informed by the Customer in writing to the Carrier no later than 5 (five) days of receipt thereof. No claims will be entertained thereafter.
12.4 Volume discount may be provided by the Carrier to the Customer, on terms as may be specified in the Service Request.
13. DOCUMENTS
13.1 The Customer shall comply with all applicable laws, rules, regulations, formalities and requirements of documentation for movement and storing of the Goods.
13.2 All documentation for the movement of the Consignment will be provided by the Customer well in time for dispatch of the Consignment from the Loading Point.
14. CONTAINERS
14.1 For FTL shipment, each Container/Vehicle (as may be applicable, depending on the nature of the Vehicle), will be sealed in the presence of a representative each of the Carrier and the Customer at the Loading Point by using the Carrier’s or the Customer’s seal, as may be mutually agreed between the Parties (“Seal”). The Carrier will not be held liable for any shortages, leakage or damage to the Consignment if such Seal is intact at the Delivery Point.
14.2 In case the Seal is intact at the time of delivery to the Delivery Point, it will be conclusive evidence that the Carrier has complied with its responsibility fully and the same will never be disputed by the Customer at a later stage.
14.3 In case a Consignment is received without the Seal/ with the Seal damaged at the Delivery Point, the Customer/Consignee must inform the Carrier before the Consignment is unloaded. A joint inspection must precede unloading of the Consignment for any claim to be entertained by the Carrier.
14.4 Any loss / damage to Container during unloading / loading / handling / transportation by Customer or any loss or damage to a Vehicle because of wrong / improper stuffing or de- stuffing of Goods shall be on the Customer’s account and the Customer shall be liable to pay damages to the Carrier determined by a valuer appointed by the Carrier.
15. WEIGHT
15.1 The Customer shall adhere to the safe weight limit of a Vehicle as informed by the Carrier at the Loading Point and no Vehicle shall be loaded beyond the gross weight of the Vehicle, as the case may be. Any over loading shall attract penalty of [INR 5000/- (Indian Rupees Five Thousand)] per metric ton and shall be to the Customer’s account.
15.2 Any damage / loss / liability to the Carrier as result of excess weight of the Consignment loaded onto the Vehicle will be recovered from the Customer.
15.3 Any penalties/ levies in form of challan etc. imposed by any government or statutory authorities because of excess weight of the Consignment shall be the exclusive responsibility of the Customer.
16. RATES AND CHARGES
16.1 The Rate Chart shall be subject to amendment at the Carrier’s sole discretion and for any reason whatsoever, including but not limited to, increase in fuel rates, market conditions, changes in routes, and/or negotiation between the Parties. In the event of any amendment to the Rate Chart, the Carrier shall share the amended Rate Chart with the Customer (duly executed by its authorized representative or through Email) which shall be deemed to be accepted by the Customer if no protest is raised against the amended Rate Chart within 2 (two) Business Days of its receipt.
16.2 The fuel rate shall be monitored on a monthly basis and any resultant increase in fuel rates will be considered from the corresponding next week.
16.3 For every x% increase in the fuel rate, there shall be a corresponding pro rata increase in the freight rate.
16.4 The rates are exclusive of all taxes and duties, loading, unloading, hamali charges and expenses paid to any labour union at the Loading Point or Delivery Point and any other charges applicable to the transactions herein. Terminal tax, octroi and other taxes and charges shall be reimbursed by the Customer at actuals, within [●] days from the submission of relevant original receipts by the Carrier.
17. MISCELLANEOUS
17.1 Amendments
Any change with respect to any provision of the Contract Documents shall only be carried out by way of a written agreement executed by the Parties.
17.2 Independent Contractor
The Contract Documents have been entered into on a principal-to-principal basis and nothing contained therein shall be deemed to either constitute a joint venture, partnership or agency relationship between the Carrier and the Customer nor authorize either Party to make a representation or incur any liability on behalf of the other Party.
17.3 No Third-Party Beneficiary
The Contract Documents shall inure to the benefit of and be binding upon the Parties and their respective successors and permitted assigns. Nothing in the Contract Documents, expressed or implied, is intended to confer on any person other than the Parties, and their successors and permitted assigns, any rights, benefits, privileges, liabilities or obligations under or by reason of the Contract Documents.
17.4 Sub-Contracting
The Carrier may, at its sole discretion, subcontract all or part of the Services to its parent, affiliates or third-party service providers.
17.5 Assignment
The Customer shall not have the right, power or authority to assign the Contract Documents or any of its rights or obligations hereunder to any third party without the prior written consent of the Carrier. The Carrier is entitled to assign or transfer its rights and/or obligations under the Contract Documents to its affiliates and the Customer hereby agrees to execute any deeds, documents or letters or do such other things as may be required by the Carrier to give effect to or recognize any such assignment.
17.6 Entire Agreement
The Contract Documents including the annexures attached thereto and the amendments shall be deemed to constitute the entire agreement of the Parties and supersedes all prior agreements and understanding of the Parties, oral and written, with respect to the subject matter contained herein. These terms and conditions shall be read along with the provisions of the Agreement and all other Contract Documents. In the event of a conflict between these Terms & Conditions and the Agreement, the Agreement shall prevail.
17.7 Waiver
The failure by either Party at any time to enforce any of its powers, remedies or rights under the Contract Documents will not constitute a waiver of such powers, remedies or rights or affect the Party’s rights to enforce those powers, remedies or rights at any time. Nor does any single or partial exercise of any power, remedy or right preclude any other or further exercise of it or the exercise of any other power, remedy or right under the Contract Documents. No waiver shall be effective unless in writing and duly executed by the representatives of the Parties thereto.
17.8 Severability
If any provision of the Contract Documents, is invalid or unenforceable or prohibited by Applicable Law, it shall be treated for all purposes as severed from the Contract Documents and ineffective to the extent of such invalidity or unenforceability, without affecting in any way the remaining provisions hereof, which shall continue to be valid and binding.
17.9 Costs
All costs and expenses incurred by a Party in connection with the Contract Documents, including without limitation fees and expenses of its accountants, auditor, consultants, legal counsel and tax advisors, shall be exclusively for the account of and shall be borne by such Party (except as otherwise expressly provided herein).
17.10 Further Assurance
Each Party must do, sign, execute, deliver and procure that each of its employees and agents does, signs, executes and delivers all deeds, documents, instruments and acts reasonably required of it or them to carry out and give full effect to the Contract Documents and the rights and obligations of the Parties under it.
17.11 Business Ethics
All activities and transactions performed by the Customer under the Contract Documents shall be carried out in a proper and truthful manner, and any records or documents relating to such activities and transactions shall contain a true and proper account of the facts and circumstances pertaining thereto. The Customer represents that no benefit, whether in cash or kind, has been or will be provided by it to any officer or employee, or any relative or associate of any officer or employee of the Carrier or its associate companies with respect to the Contract Documents.
17.12 Authorized Representatives
Each authorized representative who executes the Contract Documents on behalf of a Party declares that the authorized representative is duly authorized to execute the same and bind such Party.
17.13 Survival
Upon the termination of the Agreement, these Terms and Conditions shall fall away, save the provisions of Clause 4 (Lien), Clause 5 (Indemnity), Clause 7 (Confidentiality), Clause 8 (Force Majeure), Clause 9 (Limitation of liability), Clause 10 (Governing Law and Dispute Resolution), Clause 17 (Miscellaneous) and other representations, warranties, covenants and provisions contained herein and therein that by their nature survive, shall survive the termination or expiration of the Contract Documents.
17.14 Notice
(a) Unless otherwise provided or the context warrants, any notice, request, consent, demand or other communication required to be given or made under or in pursuance to the Contract Documents, shall be in writing and in English language. All letters/communications between the Parties shall either be sent by registered post, courier, e-mail or hand delivery and shall be sent at the addresses mentioned in the Agreement.
(b) Each notice, request or communication shall be deemed to be effective against the Party it is addressed to (i) if delivered by air courier service, 72 (seventy-two) hours after such communication is delivered to the courier service, shipping charges paid and properly addressed; and (ii) if given by any other means, when actually delivered at the address specified in the Agreement.
(c) Any change in the address or contact details of Party shall be communicated to the other Party within 7 (seven) days of such change.
17.15 Defined Terms
Except to the extent expressly provided otherwise:
“Agreement” shall mean the Logistics Services Agreement as executed between the Carrier and the Customer and amended from time to time;
“Applicable Laws” means all applicable statutes, enactments, laws, ordinances, bye-laws, rules, regulations, guidelines, policies, notifications, notices, press-notes, and/or judgments, decrees, injunctions, writs or orders of any court, statutory or regulatory authority, tribunal, board or stock exchange in any jurisdiction having the force of law of any of the foregoing, by any authority having jurisdiction over the matter in question, whether in effect as of the date of the Agreement or thereafter;
“Business Day” shall mean any day that is not a Sunday;
“Charges” means all amounts of any nature, pending, due or claimed to be due to the Carrier under the Agreement at any time, whether liquidated or unliquidated, including, disbursements, expenses, advances, storage, handling and transportation charges (including detention charges), charges and expenses incurred in the provision of the Services, interest charges and all other charges and expenses of every nature, present and future, incurred by or for the account of Customer or with respect to any Consignment or part thereof;
“Charter Documents” shall mean and include the memorandum of association, articles of association and any other documents relevant for constitution and governance of a company, firm or any other legal entity;
“Consignee” shall mean the person who has been denoted as recipient of the Consignment in the Consignment Note;
“Consignment” shall mean the bulk or set of Goods handed over to the Carrier for delivery to the Consignee under a Service Request;
“Consignment Note” shall mean the document issued by the Carrier to the Customer, against a Service Request acknowledging receipt of the Consignment.
“Container” shall mean and include, unless otherwise included, any container, transportable tanks and similar items, to be used by the Carrier to transport a Consignment in accordance with the Contract Documents;
“Contract Documents” means, collectively, the Agreement, these Terms and Conditions any Service Request(s) and Consignment Note(s) issued thereunder;
“Delivery Point” shall mean the mutually agreed point of delivery of the Consignment;
“Effective Date” shall have the meaning ascribed to it in the Agreement;
“Goods” means the goods or items to be transported by the Carrier as per terms of the Contract Documents;
“Governmental Authority” means any national, federal, regional, state, province, town, city, municipal or other government or quasi-government, whether domestic or foreign, or other administrative, regulatory or judicial body, or any of the foregoing having or purporting to have jurisdiction over any matter arising from or in connection with the Contract Documents;
“Invoice” shall mean the invoice raised by the Carrier against the Services rendered to the Customer under the Contract Documents;
“Loading Point” shall mean the mutually agreed point of loading of the Consignment onto the Container;
“Services” shall mean the transportation and handling services to be provided by the Carrier for movement of a Consignment from the Loading Point to the Delivery Point in terms of the Contract Documents;
“Service Request” shall mean a written request for Services raised by the Customer for each Consignment;
“Terms and Conditions” means these terms and conditions for provision of Services as and forming an integral part of the Agreement; and
“Vehicles” shall mean the vehicles (including trailers, closed body/open body trucks) to be used by the Carrier to transport the Consignment in accordance with the Contract Documents.
“We will ensure that any material carried by us will be delivered safely with the utmost care and reliability anywhere in India. Let trust and reliability not be mere words but the basis of customer confidence for years to come.”
"Logistics means having the right thing,at right place,at right time"
General Freight
