Agreement for Carriage of Goods

This agreement is made this 30th day of November 1999 between ELH Manufacturers Ltd., a company registered under the Companies Act 1956 and having its registered office at 56 Karl Marx Sarani, Calcutta 700 023 (hereinafter called the employer) of the one part and Carriers Co. Ltd., a company registered under the Companies Act 1956 and carrying on transport business, inter alia, at 5 Diamond Harbour Road, Calcutta 700 023 (hereinafter called the contractor) of the Other Part.
Whereas the employer manufactures and carries on business in structural engineering and mechanical equipment of various kinds and sizes.
And whereas the contractor is a Common Carrier owning several trucks lorries and trailers for carriage of heavy materials by road from place to place having all-India permit and/or Road Licence and spare capacity and approached the Employer for carriage of its goods at competitive charges to which the Employer agreed.
Now these presents witnesses and the parties hereby agree as follows:
1. This agreement will remain valid for a period of one year commencing from 1st December 1999 to 30th November 2000 after which date, the agreement will automatically stand terminated by the efflux of time unless extended further by mutual agreement.
2. The contractor shall keep with the employer a sum of Rs. 5 lakhs as interest-free security deposit. The Security Deposit shall be retained by the employer as security for the due performance of the agreement on the part of the contractor. On any breach of any of the terms of this agreement the Security Deposit shall forthwith become liable to be forfeited. The Security Deposit shall, unless forfeited, be liable to meet any damage, loss or avoidable expenditure caused to the employer by any act of the contractor.
3. On receipt of Notice from the employer notifying to the contractor the fact of the forfeiture of the Security Deposit either in full or in part, as compensation towards any loss or damage suffered by the employer, the contractor shall replenish the Security Deposit so that the same is always available to the employer during the performance of the contract.
4.  The employer shall be at liberty to sue or recover the amount of damages and losses including all costs and expenses which the employer may have sustained, incurred or be put to in consequence of the default or failure on the part of the contractor in due performance thereof. The employer shall also be at liberty to retain, set off and appropriate all and every sum, which may, at any time, be due and owing to the employer by the contractor against the earnest money or any money payable or due to the CONTRACTOR.
5. The amount of Security Deposit will be refunded to the contractor without interest on the expiry of the agreement after adjustment of dues of the employer if any, against the contractor. In case, however, the agreement is renewed or extended by mutual consent, the amount will not be refunded but kept as the Security Deposit against the renewed or extended agreement.
6. The contractor shall furnish one copy of the Consignment Note priced Invoice to the Consignee of the goods within "three" days from the date of loading of Truck/Trailer at destination for the purpose of West Bengal Sales Tax Permit and Octroi Exemption Certificate. In case of failure to comply with the above the employer or the Consignee will not be liable for payment of any detention or demurrage or any other charges incurred on this account. The contractor shall not pay any Octrois / Municipal Taxes on any account for transportation of any materials for and on behalf of the employer without the written permission from the employer. If any amount is paid without employer's permission, the liability will be with the contractor only.
7. The nature of work to be performed by the contractor and the charges payable to him for the services to be rendered shall generally be in accordance with the schedule given hereunder.
8. The contractor guarantees the supply of vehicles requisitioned every day, including on holidays. The Trucks will be placed at such point as the employer shall direct from time to time. All the Trucks/Trailers shall be in proper order and conditions and shall be driven by a properly qualified and experienced driver and shall be accompanied by at least one Cleaner, who will be required to assist in the loading and unloading of the said Truck/ Trailer and stacking where necessary. All expenses incurred for running the said Trucks/Trailers and the salary and wages of the drivers and cleaners shall be borne and paid for by the contractor.
9. The employer will inform the contractor over the phone or otherwise about the lifting of goods on the following day. On receipt of the lifting programme, specified number of Trucks/Trailers will be placed by the contractor at the appointed date, time and place. Should the contractor fail to supply the number of Trucks/Trailers requisitioned the employer will arrange the number of Trucks/Trailers short supplied and any loss to the employer on this account will be debited to contractor's account and will be recovered from the contractor.
10. After the loading at the starting point is completed, the contractor will be required to sign the office copy of the challan/ Materials/ Packages loaded on the lorry in good order and conditions and of the weight mentioned in the Challan. The contractor shall also be handed over three copies of the said Challan. After delivery of the Stores/ Materials/ Packages at the destination, the Contractor shall keep two copies of the Challan signed by the Consignee and further obtain Rubber Stamp of the Consignee thereon and handover one copy of the Challan to the Consignee. The contractor shall submit one of such signed copies to the employer immediately and the second copy shall be attached to the Bill of the contractor to be submitted.
11. The contractor shall duly cover the Stores/Materials/Items/ Packages carried by it as aforesaid with Tarpaulin and shall properly secure the same so that they may not be damaged or lost en route.
12. In case any Road Permit or other permit from Civil, Police or other authorities is necessary for the transport of the consignment, it shall be the responsibility of the Contractor to arrange for and obtain the same from the authorities concerned. The employer, however, agrees to render necessary assistance by way of issuing letters, recommendations etc. in favour of the CONTRACTOR.
13. The contractor's Trucks/Trailers should reach destination within a reasonable time of their release from the loading stations. The contractor's representatives attending the Employer or Loading station must carry Identity Cards with them and they must help the employer's officials in inspecting the Road Permit, Licence etc. when required.
14. The contractor shall remain responsible to make good any damage or loss caused to the employer due to negligence, lack of proper care and caution on the part of any of the employees or men of the contractor or employees in the Truck/Trailer. The driver of the Truck/Trailer which might be hired by the contractor from the market will also be deemed to be the contractor's man so far as this clause is concerned.
15. The contractor shall be responsible for the protection and safe custody of the employer's stores, stocks and goods entrusted to it till such stock is duly delivered at the destination and shall also be responsible for any loss or damage to Employer's stock while in transit, except in case of an accident. In the event of any accident happening before the stock is duly delivered which caused or is likely to cause damage to the stocks carried or is calculated in any manner detrimental to the employer's interest, the contractor shall be held wholly responsible for reporting the accident to the nearest Police Station and/or nearest Office of the employer within 24 hours of the actual occurrence,
16. Disputes regarding non-delivery/short delivery and any other dispute related to the despatch of the consignment from the Employer's premises and brought to the notice of the Carrier by the employer should be settled within a period of four weeks from the date of intimation to the contractor failing which the agreement will be liable to be suspended/cancelled without prejudice to any liabilities that the contractor is subject to under the terms and conditions of the agreement.
17. The contractor shall assume all liabilities and keep the employer wholly indemnified against any action or suits, claim, cost, damages, charges and expenses arising howsoever out of the work covered by the agreement.
18. The contractor shall be fully responsible for complying with all the Acts, Regulations, etc. in regard to its workmen or vehicles and shall fully indemnify the Employer against any liability or action by the Contractor's workmen and others. The contractor shall reimburse the Employer either from the "Security Deposit" or the Bills pending with the employer for payment.
19.  The employer does not guarantee to the contractor about the number of vehicles required per day, month nor does the employer guarantee about the nature or quantities of stores or materials that will be made available to the contractor for transportation.
20. The employer reserves the right to appoint more than one contractor for the same services. The employer also reserves the right to amend/revise or modify the terms and conditions of the Contract or part hereof or cancel it any time during the currency of the Contract, without assigning any reason whatsoever.
21. The contractor will submit its bills in triplicate along with receipted challans on completion of such transactions or services rendered by him to the employer for arranging payment on verification within 90 days from the date of submission of the bills provided the bills are in order in all respects.
22. The contractor shall at the starting point or the site of work, place and keep at such point or site a duly authorised representative empowered to act on its behalf, who will receive instructions from the employer or its officers in relation to the carriage of the Stores/Materials/Packages. Provided, however, the entire responsibility for the transport and safe delivery of the Stores/Items/Materials/Packages shall be of the contractor, who shall also be fully responsible for giving proper and adequate instructions to the Drivers, Cleaners and other staff and for providing the fuel, spare parts and other accessories that may be required for the purpose of the work entrusted to it under this Agreement. The contractor or his duly authorised representative shall duly attend the office of the employer whenever desired.
23. The contractor shall not assign or sublet the Contract or any part thereof in any manner whatsoever without the previous permission in writing from the employer.
24. Without prejudice to any other provision, the contractor shall be bound to keep the employer fully indemnified against any action, claim or proceeding under the provision of any Act, Rules, regulations, bye-laws, notifications, direction or order having the force of law for anything done or committed by the contractor in contravention of such provisions or for the infringement or violation by it, in the course of the execution or completion of the work under the Contract. If as a result of such action, claim or preceding the employer is adjudged liable to any penalty or to pay any compensation such liability shall be deemed to be the liability of the contractor and the contractor shall be wholly liable for all such penalties.
25. The contractor shall be paid a sum of Rs. 250.00 per day per vehicle as "Detention Charges" in case its vehicle is held up either for loading or unloading for more than six working hours and an amount of Rs. 200.00 will be paid if the Vehicle requisitioned is not utilised but returned empty.
26.  Each truck shall be required to carry upto 10 M.T. and Trailer 18 M.T. and pro rata rates will be payable for materials carried in excess of these weights. Items weighing 10 M.T. which can be carried within the standard size of the truck will be considered as normal load. Other items exceeding in height/width/length/weight will be considered as over-dimensional and will be dealt with separately. Any item which can be carried by the trailer with maximum height and width of 8'-0" with weight of 18 M.T. length up to 43'-0" will be considered as normal trailer load. Other items exceeding in height/width/length/weight will be considered as over-dimensional items and will be dealt with separately.
27. All disputes shall be subject to the jurisdiction of Calcutta High Court.
The Schedule
In witness whereof the parties herein have executed these presents on the day, month and year first above-written at the Employer's office in Calcutta.

Signed, sealed and delivered by
Mr............................................
pursuant to Board Resolution
dated.................of the employer
in the presence of:

Signed, sealed and delivered by
Mr............................................
pursuant to Board Resolution
dated...............of the contractor
in the presence of: