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AGREEMENT FOR TRANSPORTATION (Primary)

THIS AGREEMENT IS MADE AT Vikhroli, Mumbai this -------------------------between Godrej & Boyce Mfg. Co. Ltd., a Company duly incorporated under the Companies Act, 1913 and having its registered office at Pirojshanagar, Vikhroli, Mumbai 400079 through its authorized signatory Mr. Neel Kamal Raizada (hereinafter called “the Company” which expression shall, unless repugnant to the meaning or context hereof, be deemed to include its successors, executors and assigns) of the FIRST PART;

AND

M/S ………………………………., a proprietorship/partnership firm/ Company duly incorporated under the Companies Act, 1956/Indian Partnership Act 1932 and having its office at _______________________________ through its authorized signatory Mr. ………………… (hereinafter called “the Transporter/Third Party Logistics Service Provider” which expression shall, unless repugnant to the meaning or context hereof, be deemed to include its legal heirs, representatives, successors, executors, administrators and permitted assigns) of the OTHER PART. The Company and the Transporter/Third Party Logistics Service Provider are hereinafter collectively referred to as the “Parties” and each a “Party”. WHEREAS, the Company is carrying on the business of manufacturing, trading, marketing and providing of services of various consumer products, institutional products and services.

AND WHEREAS, the Company requires transportation services of the Transporter/Third Party Logistics Service Provider for carrying their Goods(hereinafter defined) all over India.

AND WHEREAS, the Transporter/Third Party Logistics Service Provider carries on the business of transporting Goods by road /rail /air in India and has agreed to carry out the services of transporting, carriage and delivery of the Company's Goods from the Company’s Locations[hereinafter defined] to the Company’s Designated Destinations [hereinafter defined] in India,

The Company and the Transporter/3PL/LSP are hereinafter collectively referred to as the “Parties” and each a “Party”.

NOW IT IS AGREED BY AND BETWEEN THE PARTIES HERETO AS FOLLOWS:

1. DEFINITION

(i) 'Applicable Law' means the various statutes, delegated legislation (rules, regulations, bye-laws), notifications, binding orders of Governmental Authorities, as and to the extent the same is applicable to the Parties and the substratum of this Agreement

(ii) “Appropriate Authority " is any authority or body or institution of self government established or constituted by or under the

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Constitution; or by any other law made by the Parliament or a State Legislature; or by notification issued or order made by the Central Government or a State Government or bodies owned, controlled or substantially financed by the Central Government or State Government whether financed directly or indirectly.

(iii) “Company Goods” shall mean all the products manufactured, marketed and/or traded by the Company, including but not limited to Refrigerators, Washing Machines, Furniture, Security Equipment, Locks and various other products, materials and their spare parts

(iv) “Company Locations” shall mean the Company’s warehouses, depots, hubs, godowns, showrooms and offices, factory premises, ports, railway station, or any designated location, the premises of Company’s vendors, Dealers, Distributors, Franchisees, Authorized service provider and Co-Co Stores

(v) “Force Majeure” shall mean a contingency beyond such party's reasonable control, including but not limited to strikes, lockouts or other labour disturbances, any war, rebellion, civil commotion/disturbance, riots, Acts of God, earthquake, lightning, cyclone, storm, fire, flood, acts of public enemy, acts of terrorism, which shall have the effect of delaying or blocking the performance of a Party’s obligations.

(vi) “Designated Destinations” shall mean the Company’s customers, branches, showrooms, dealers, agents, branch warehouses, hubs, factories and business associates

(vii) “Transportation Service” shall mean the Transporter/3PL/LSP’s carrying out the services of transporting, carriage and delivery, for transporting the Company Goods from the Company Locations to the Designated Destinations all over India.

2. TERM

This Agreement shall commence from 1st June, 2015 ('Effective Date') and shall be valid upto 31st December 2015. The Company reserves the right to renew this Agreement at its sole discretion, for such further period, on the same terms and conditions hereinafter appearing.

Thereafter there will be a renewal letter shall be issued by the company for further period of 1 year, with all terms and conditions of this agreement remains unchanged.

3. CONSIDERATION

(a) The parties hereto agree that the freight for Transportation Service shall be paid to the Transporter/3PL/LSP as decided separately periodically which will be as per Annexure C. The Company shall not be liable to pay any other cost/compensation/charges other than mutually agreed freight rate. All unloading cost (viz. Mamool, Warai, Atti Mari etc.) at the unloading point are included in the

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freight cost. The Rates may be revised by mutual agreement if there is any Increase or Decrease by Rs.2/- in diesel prices in Mumbai or as the company deems fit.

(b) The Company would pay the Transporter/3PL/LSP the amounts as detailed in Annexure-B in case of

loading at any additional loading location, and

delivery at any additional delivery location

(c) In case the vehicle is detained at the Company locations or at the Designated Destinations, the Company will pay the Transporter/3PL/LSP detention charges as shown in Annexure-B.

4. REPRESENTATIONS AND WARRANTIES

(a) The Transporter/3PL/LSP hereby agrees that:

(i) It has all the necessary authority to enter into this Agreement and to consummate the transactions contemplated herein. This Agreement creates a binding and legally enforceable Agreement on the Transporter/3PL/LSP and the Transporter/3PL/LSP has the requisite rights, powers and titles to grant and convey to the Company the covenants, commitments and undertakings set forth herein.

(ii) It has the capacity to perform the Transportation Service through its fleet of transportation vehicles in proper conditions as per the requirements of the Motor Vehicle Act and the permits and the vehicle insurance required for carrying goods are valid and subsisting. In the event the transportation vehicles owned or controlled by the Transporter/3PL/LSP for providing the Transportation Service are not adequate at any time to service the Company, the Transporter/3PL/LSP shall at its own cost make arrangement for additional transportation vehicles directly through third parties. However, the Company shall not be liable to or for the act of such third parties in any manner whatsoever and the Transporter/3PL/LSP shall indemnify the Company and keep harmless for all damages, claims, costs, charges and expenses in respect thereof.

(iii) The Transporter/3PL/LSP shall transport and deliver the Company Goods from the Company Locations to the Designated Destinations. That the Transporter/3PL/LSP shall deliver the goods under each Delivery Challan / Inventory cum Challan (ICC) / Goods Consignment (GC) Note only to the Consignee specified by the Company. The Transporter/3PL/LSP will not deliver goods without the Original GC Note, unless clearly directed in writing to the contrary by the Company. For multi-point deliveries, the Transporter/3PL/LSP shall deliver the goods under separate GC Note for each consignee.

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(iv) The Transporter/3PL/LSP shall be responsible for transporting the Company Goods entrusted to him, from the Company Locations and delivering them to the Designated Destinations in the same condition as it had taken possession of the same from the Company and for the said purpose shall bear all the necessary expenses for the same.

(v) The Transporter/3PL/LSP shall for the purpose of Transportation Service arrange his own vehicles, incidental assets and workmen and shall not charge any separate amount from the Company towards the same.

(vi) The Transporter/3PL/LSP shall abide by the delivery schedules/transit times as hereinafter stated in the Annexure-A of this Agreement. Any delay in the said deliveries shall attract the penalty. The Transporter/3PL/LSP’s vehicle should reach the destinations within the stipulated transit time. In case of delay, transit time penalty will be deducted. The Transporter/3PL/LSP shall pay to the Company the transit time penalty as shown in Annexure-B.

(vii) The Transporter/3PL/LSP shall provide to the Company in transit location of vehicles whenever ask for. In case of the vehicle breakdown, accident and force majeure etc, the Transporter/3PL/LSP shall inform the Company and the authorities concerned of such events, as per the Communication Matrix given to the Transporter/3PL/LSP.

(viii) The Transporter/3PL/LSP shall keep all the permits subsisting during the term for providing service to the Company in any parts of India. The Transporter/3PL/LSP shall ensure that inter-State permits and other appropriate documents, wherever applicable are collected and accompany the vehicle before the vehicle leaves the Company locations.

(ix) The Transporter/3PL/LSP shall ensure that all statutory documents such as Sales Tax Forms, Way Bills, Entry Permits, Transit Permits etc. are carried by the driver of the Transporter/3PL/LSP’s vehicles and all the formalities pertaining to such documents are scrupulously adhered to without any deviation whatsoever. Under no circumstances whatsoever shall any of the Transporter/3PL/LSP vehicles enter a state, a city or a town without such documents being in possession of the driver of the vehicle. If due to non-compliance to any statutory requirements by the Transporter/3PL/LSP the vehicle together with the Goods is seized or any penalty levied by the Statutory Authorities of any State or City or Town, it will be the responsibility of the Transporter/3PL/LSP to get the vehicle released at its own expense, and which will not be reimbursed by the Company in any manner whatsoever. The Transporter/3PL/LSP shall ensure that the Goods are free from all encumbrances and charges during this seizure and release.

(x) The Transporter/3PL/LSP shall not do nor permit to be done any transshipment/extraneous loading of any Company Goods

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whatsoever at any point of time. The Transporter/3PL/LSP shall not assign any work entrusted to him except with prior written consent of the Company. Any transshipment without permission/ adjustment/ extraneous loading by the Transporter/3PL/LSP shall attract deductions from freight (i.e. 50%(100%) of the freight amount) besides “transit time penalty” charges and transit damages, if any. Transshipment shall be permitted only in the event of major vehicle breakdown and with prior written consent of the Company. The Transporter/3PL/LSP shall ensure adequate care and precautions for safe handling of the Company Goods.

(xi) The Transporter/3PL/LSP shall not carry any person/s or other material in the transportation vehicles other than the Company Goods.

(xii) The Transporter/3PL/LSP shall ensure that its agents, servants, labour or employees are well trained and shall handle the Company Goods diligently and with due care and attention as a reasonable and prudent person would do under the circumstances and not cause any damage to the Company Goods handled by them during Transportation Service and in the event of any theft, misappropriation, damage, shortage, pilferage, wrong delivery, or loss of the said Company Goods, the Transporter/3PL/LSP shall be solely responsible and liable for the said theft, misappropriation, damage, shortage, pilferage, wrong delivery and the Company shall be at liberty to deduct such amount from the bills payable by the Company to the Transporter/3PL/LSP or the Transporter/3PL/LSP will be liable to make good such loss to the Company without prejudice to the rights and other legal remedies that the Company may have against the Transporter/3PL/LSP. In case of any salvage material, the Transporter/3PL/LSP shall have to arrange for collection from the destination at their cost. Matrix for deductions against transit damages is attached as per annexure -B

(xiii) The Goods entrusted by the Company to the Transporter/3PL/LSP shall at all times and under all circumstances remain the property of the Company and the Transporter/3PL/LSP shall have no claim, charge or lien whatsoever on any of the Company Goods entrusted to the Transporter/3PL/LSP nor will the Transporter/3PL/LSP act as the agent of the Company. The Transporter/3PL/LSP shall have no right to sell or dispose of the Company Goods.

(xiv) The Transporter/3PL/LSP shall ensure that the Transportation Service is carried out properly, expeditiously and shall be solely, absolutely responsible and liable for any delay or negligence whether directly or indirectly on its part or its agents, servants, labour or employees and that the Company shall have no liability directly or indirectly for the same.

(xv) The Transporter/3PL/LSP shall make arrangement for the transportation vehicles at the Company location as per the time pre-stipulated (verbal and/or written) by the Company failing which the Company reserves the right to (a) refuse loading of the

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vehicles.(b) levy a penalty for failing to honor the commitment of providing desired vehicle (c) to make its own arrangements or to engage alternate transport Company n for the said purpose and recover the difference in freight, if higher, from the Transporter/3PL/LSP either from any payments due to the Transporter/3PL/LSP or from any security deposit deposited with the Company by the Transporter/3PL/LSP.

(xvi) Prior to any loading and delivery of the Company's Goods from the Company locations, the Transporter/3PL/LSP shall instruct his representative to check, count and calibrate the Company Goods carefully and adequately. Once the Transporter/3PL/LSP has given an acknowledgement of having received the Company Goods as per Challan/ICC, no claim for shortage / damage shall be entertained by the Company. The Transporter/3PL/LSP’s Hamal/Bilti clerk shall accompany the Transporter/3PL/LSP’s vehicles which report for loading at the Company locations and ensure that loading operations are proper and smooth. The packages during /after loading should be counted to the satisfaction of the Transporter/3PL/LSP’s personnel before issue of the Goods Consignment Note.

(xvii) The Transporter/3PL/LSP shall ensure that

a) the Company Goods in the vehicles are covered & secured with tarpaulin and ropes and

b) Containers have leak-proof covering and should pass the sprinkler test before loading.

c) Any additional precautionary packing material required is available while loading of Company Goods

(xviii) The Transporter/3PL/LSP undertakes to maintain all registers, books and accounts, records and requirements as per law from time to time and at all times and shall obtain all registration, permits, licenses, identifications and other necessary documents etc, if any, in respect of its members, servants, workmen, labour, employees and agents and shall produce the same whenever required or called upon by the Company. The Company or any of its authorized persons, employees, agents, representatives and officers shall be entitled at all times to inspect the records maintained by the Transporter/3PL/LSP.

(xix) The Transporter/3PL/LSPs shall comply with and abide by the provisions of the Minimum Wages Act; Contract Labour (Regulation and Abolition) Act 1970, Employees State Insurance Act and all other applicable laws in respect of its employees, workmen, agents, servants, labour etc (hereinafter 'Personnel') . and shall fully comply and fulfill all claims, dues, liabilities by or in respect of its Personnel and not claim or demand any amounts from the Company and shall indemnify the Company in the event of any damages, claim, demand or liability made against or

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incurred by the Company. The Transporter/3PL/LSP undertakes and shall ensure that its Personnel shall not pledge, hypothecate, charge, create any lien or encumber in any manner whatsoever the Company Goods, whether or not in possession of the Transporter/3PL/LSP under any circumstances during the term of this agreement or at any time thereafter and that the Transporter/3PL/LSPs shall alone be liable and responsible for all their claims, dues, demands, benefits, etc.

(xx) The Transporter/3PL/LSP shall abide by the provisions of the Minimum Wages Act; Contract Labour (Regulation and Abolition) Act 1970, Employees State Insurance Act and all other applicable laws in respect of his personnel and shall absolve the Company any liability thereof. The Transporter/3PL/LSP shall be liable to pay the salary, other emoluments, contributions to ESIS and other labour related Funds / Trusts and shall provide any facility and meet any other obligations under any law such as Provident Fund, Gratuity, Overtime, Bonus, E.S.I, and payment of Compensation, etc., of any labour / staff / administrative personnel engaged or employed by the Transporter/3PL/LSP for discharging the obligations under this agreement. The Company shall not be liable to pay wages, salary and compensation and/or any statutory benefits due to the Transporter/3PL/LSP’s staff. The Transporter/3PL/LSP shall produce to the Company proof of ESIC/PF and other statutory dues paid in respect of its employees at least once every quarter.

(xxi) The Transporter/3PL/LSP shall indemnify and keep indemnified the Company and its directors, officers, employees and agents from and against all such claims, causes of action, liabilities and consequences (including reasonable attorney’s fees), expenses, costs and losses including but not limited to compensation/damages incurred and arising from

a) Damage to the Company Goods by the Transporter/3PL/LSP

b) Seizure and confiscation or delay in consignment or violation of any Applicable Law, rules, regulations including but not limited to VAT & Sales Tax or RTO

c) Any penalty levied by any Authority, on the Company, for non-compliance or infringement of any Law for any consignments transported/carried by the Transporter/3PL/LSP

d) Breach of any provisions of this Agreement or any negligent or willful act, omission or misconduct of the Transporter/ 3PL/ LSP or any of its personnel or agent.

e) Loading, unloading or in transit, save for reasons of force Majeure

The liability of proving that any loss or damage caused by any force Majeure event is solely upon the Transporter/3PL/LSP. The Company shall be entitled to compute the amount of loss, damages suffered by it and shall be entitled to be recompensated

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and reimbursed from the Transporter/3PL/LSP under these provisions and the decision and determination by the Company or its authorized representatives as to the reasons for such loss or as the existence of any facts or events of force majeure as prescribed above shall be final and binding on the Transporter/3PL/LSP and shall not be questioned by any Court of law or Arbitration or otherwise. The Transporter/3PL/LSP does hereby irrevocably authorize the Company to set off and adjust such loss or damage against the amount of security deposit/bank guarantee deposited by it with the Company and pending bills of the Transporter/ 3PL/ LSP and in the event of shortfall therein, the Transporter/3PL/LSP shall immediately upon a certificate issued by the Company pay the same to the Company without demur or objection.

(xxii) During the pendency of this Agreement, if any accident arises by reason of any act of negligence, omission, default or non-compliance with any applicable Law on the part of the Transporter/3PL/LSP or its Personnel, resulting in death or injury to any person/third party including any employee/authorized person of the Company or the Transporter/3PL/LSP or injury or damage to the property of any person or the Company, then in such an event, the Transporter/3PL/LSP will be liable to pay compensation to any person/third party including the employees/authorized person of the Company or Transporter/ 3PL/LSP, for such injury or damage to the person or property as mentioned above. The Transporter/3PL/LSP agrees that he shall also in such an event indemnify the Company from any demand, claim or proceedings made, occasioned or instituted by any such injured person or any one on his behalf against the Company.

(xxiii) The Transporter/3PL/LSP shall be liable to pay all taxes, Insurance and other charges for transportation of Company Goods including road tax, service tax or any other tax levied by any Authority together with all expenses incidental to the services provided. The Company shall be responsible only for the payment of freight charges applicable to the movement of the Company goods as per the agreed rates. The Transporter/3PL/LSP will be duty bound to return the Company Goods to the Company without demand or claim as soon as the period for which they were entrusted to the Transporter/3PL/LSP has expired or in case are not delivered. If due to the fault of the Transporter/3PL/LSP the Company Goods are not returned delivered or tendered to the Company at the proper time, the Transporter/3PL/LSP will be solely responsible to the Company for any loss, damage, destruction or deterioration of the Company Goods at that time. The Company will be entitled to the said loss being remedied by the Transporter/3PL/LSP by making full payment to the Company in respect of the said loss of Company Goods. In case the Transporter/3PL/LSP fails to make payment in respect of the Company Goods within 15 days of the demand raised by the Company, the Company will be entitled to deduct the said amounts from the Bank Guarantee, Security Deposit or future

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bills payable to the Transporter/3PL/LSP by the Company against raising a debit note.

(xxiv) Any terms contrary to this Agreement on Goods Consignment (GC) Note shall be termed invalid. The Company shall not be liable to pay any transportation freight charges to the Transporter/3PL/LSP, under any tampered or forged Delivery Challan / Inventory cum Challan (ICC) / Goods Consignment (GC) Note or other incidental documents.

(xxv) The Transporter/3PL/LSP shall submit their bill along with clear acknowledgment on the Goods Consignment Note in original (photocopy not allowed) and System Proof of Delivery (POD) not later than 45 days from the date of delivery and the Transporter/3PL/LSP agrees that the Company is entitled to deduct an amount of Rs.1000/- from the freight bill of the Transporter/3PL/LSP in case the Company has to follow up for getting any of such documents from the consignee.

Payment of such bills without POD may be considered by the Company for payment (a) only after confirmation of receipt of the Company Goods by the consignee, or (b) on submission of a bond by the Transporter/3PL/LSP, indemnifying the Company from any claim, demand or liability made against the Company.

In the interest of the Transporter/3PL/LSP the company intends to do timely payment due to them. To discourage the practice of late submission of bills and to maintain discipline of timely payments the Company is entitled to deduct a penalty of 5% of the freight bill in case of delay in submission of bills between 45 days to 60 days from date of delivery and a penalty of 15% of the freight bill in case of its delayed submission of bills from 61 days to 90 days from date of delivery. If the bill submission delay is between 91 days to 180 days a Penalty of 50% of freight bill will be levied and no payment will be made if submission is delayed beyond 180 days from the date of delivery.

(xxvi) The Transporter/3PL/LSP agrees that the bills submitted after 45 days shall be processed only after satisfactory explanation for each delay is provided by the Transporter/3PL/LSP.

(xxvii) The Transporter/3PL/LSP agrees that it shall submit Statement of Outstanding Payment due from the Company by end of each quarter i.e. 30th June,30th Sept, 31st Dec,31st Mar or whenever ask for and any claim not mentioned in the said Statement shall not be accepted/entertained by the Company.

(b) The Company hereby agrees that:

a. The Company shall make payments to the Transporter/3PL/LSP within 15 days from the date of acceptance of the bill subsequent to (a) the actual delivery made by the Transporter/3PL/LSP in accordance with the instructions of the Company, (b) the receipt of proof of delivery, clear acknowledgment on the Goods Consignment

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Note in original (photocopy not allowed) and other related documents like acknowledged challan, acknowledged invoice, and (c) verification and acceptance of the bill by the Company to its satisfaction. Any delay in payment because of any negligence by the transporter, shall not make the Company liable for paying interest on the bill amount.

b. The Company shall reimburse Octroi payments to the Transporter/3PL/LSP as follows:

The applicable Octroi charges are to be paid by the Transporter/3PL/LSP and these shall be reimbursed to him by the Company on production of actual Octroi receipts duly endorsed by the receiving locations. If the company has nominated an authorized agent, then the Transporter/3PL/LSP has to approach the Company-nominated agent for payment of Octroi. The Company would reimburse the Octroi amounts directly to the agent as per the terms of agreed with the agent.

5. TERMINATION

The Company shall have the right to terminate this agreement without assigning any reason whatsoever by giving one month’s notice in writing to the Transporter/3PL/LSP which shall be delivered to the Transporter/3PL/LSP at his usual or last place of address known to the Company by Registered Post A.D./Courier/Hand Delivery.

This agreement shall be immediately terminated if any breach or violation of the terms and conditions referred to in this agreement is committed by the Transporter/3PL/LSP.

6. PRINCIPAL TO PRINCIPAL RELATIONSHIP

Nothing in this Agreement shall constitute or be deemed to constitute the Transporter/3PL/LSP as the Agent of the Company for any purpose whatsoever, and the Transporter/3PL/LSP shall have no authority or power to bind the Company or to contract in the name of the Company, or create any liability against the Company, in any manner whatsoever.

It is expressly understood and agreed that the Company shall not be responsible for the act or defaults of the Transporter/3PL/LSP or of its employees or representatives, and that their relationship inter se, as constituted under this Agreement, is on Principal to Principal basis. The Transporter/3PL/LSP will make it clear to its staff that the latter are the employees of the Transporter/3PL/LSP and that none of such personnel shall be entitled to be treated as employees of the Company for any purpose whatsoever and shall have no claims against the Company.

7. EXCLUSIVITY

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The Transporter/3PL/LSP hereby agrees that this Agreement is on a non - exclusive basis and the Company reserves the right to appoint or use the services of other Transporter/3PL/LSPs at any given point of time as it deems necessary towards achievement of efficient, timely and effective supplies. Appointment of such alternate or additional Transporter/3PL/LSP or the Company's making its own arrangements for transportation of Goods shall not entitle the Transporter/3PL/LSP to claim any compensation, loss of profits or business or consequential losses against the Company.

8. INSURANCE

As a special case, all Company Goods carried shall be covered through the Company’s Insurance Policy for Accident damages, Theft / Fire only. In case of any accident, theft or fire, the Transporter/3PL/LSP shall submit FIR copy, Damage Certificate, Photographs or any document required for lodging a claim to the Company to enable them raise the claim with the Insurance Company. In case of failure on the part of the Transporter/3PL/LSP to submit the aforesaid documents, the Company shall recover the loss from the Transporter/3PL/LSP.

The Transporter/3PL/LSP shall take due care and attention to ensure safe and damage free delivery of the Company Goods and in case any insurance claim is rejected or reduction is made on the claim raised by the Company, the Company shall be at liberty to deduct such amount from the bills payable by the Company to the Transporter/3PL/LSP or the Transporter/3PL/LSP will be responsible to recompensate or reimburse such loss to the Company

9. BANK GUARANTEE / SECURITY DEPOSIT

The Transporter/3PL/LSP shall furnish a Bank Guarantee for Rs.3,00,000/-( Three Lac only) valid for a period of one year as security against any damage or loss caused by him to any Company Goods, Company’s materials, or property as also against claims for non-performance of obligations under this Agreement .

The Bank Guarantee shall also be used by the Company to recover the cost of any Company Goods, Company’s material or property lost or destroyed or damaged or loss or such avoidable expenditure by the Transporter/3PL/LSP and/or to meet any claim made by the third party arising out of Transporter/3PL/LSP's actions/inactions.

OR

The Transporter/3PL/LSP shall furnish Security Deposit for Rs. 3,00,000/- as security against any damage or loss caused by him to any Company Goods, Company’s materials or property as also against claims for non-performance of obligations under this Agreement. The Security deposit shall unless forfeited shall be liable to the effect against any damage, loss or avoidable expenditure caused to the Company by any act or acts, whatsoever on the part of the Transporter/3PL/LSP as set out in different clauses of this Agreement. The Security Deposit shall not earn any interest with the Company and no claim shall lie against the Company either in respect of interest

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on the Security Deposit or depreciation in value thereof. The amount of Security Deposit will be refunded to the Transporter/3PL/LSP without interest on the expiry of term after adjustment of dues of the Company, if any. In case, the Agreement is renewed or extended, the amount will be kept as Security Deposit towards such renewed or extended term

Notwithstanding the Bank Guarantee/Security Deposit, the Company shall be entitled to sue or recover the amount of damages and loss including all costs and expenses which the Company may have sustained, incurred or be put to in consequences of the default or failure on the part of the Transporter/3PL/LSP in the due performance of its obligations under this Agreement.

10. INTELLECTUAL PROPERTY

The rights with respect to the intellectual property of the Goods/products of the Company shall vest with the Company and the Transporter/3PL/LSP shall not be authorized to use the same for any purpose without the prior written permission of the Company.

11. COMPLIANCE WITH LAWS

The Transporter/3PL/LSP shall comply with all Applicable Laws relating to transportation/carriage of Company Goods from Company Locations to Designated destinations.

12. SEVERABILITY

In the event that anyone or more provisions of the Agreement shall be deemed to be illegal or unenforceable, such illegality or unenforceability shall not affect any of the remaining legal and enforceable provision hereof, which shall be construed as if such illegal or unenforceable provision or provisions had not been inserted.

13. LIMITATION OF LIABILITY

In no event shall Godrej be liable for any indirect, special, incidental or consequential damages, including but not limited to, loss of profit, loss of revenues or damages to business, etc. even if Godrej has advance notice of the possibility of such damages.

14. NO WAIVER

The failure to enforce any of the provisions of this Agreement or a right or remedy conferred by law in a given circumstance shall not be deemed a waiver of any such provision, right or remedy in perpetuam by the Company.

15. ASSIGNMENT

The Transporter/3PL/LSP shall not assign or transfer this Agreement or any of their rights and obligations hereunder without the prior written approval of the Company.

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16. ENTIRE AGREEMENT

This Agreement constitutes the entire understanding between the parties and shall not be changed or amended, except in a separate writing signed by both the parties. This Agreement also supersedes any other prior arrangement or agreement hereto before made by the parties with respect to the subject matter hereof.

17. CHANGE IN CONSTITUTION

In the event of any change in constitution of the Transporter/3PL/LSP, it shall inform the Company of the same immediately of the change. Further, in case of such an event the Transporter/3PL/LSP shall ensure that all rights of Company under this Agreement are secure and such change shall not affect the performance of any of its obligations under the terms and conditions of this Agreement. In case of the change of the constitution of the Transporter/3PL/LSP, the continuity of the Agreement shall be at the discretion of the company.

18. DISPUTE RESOLUTION

In the event of any dispute concerning the terms of the Agreement or of the ANNEXURES as varied in accordance with the power given to the Company in that behalf by this Agreement, the decision of the Company thereon shall be conclusive and binding.

Save and except the matters relating to the discretion and opinion of the Company under this Agreement and to the powers expressly reserved and given to the Company by this Agreement, which matters of discretion, opinion and powers shall not be questioned challenged or disputed by the Transporter/3PL/LSP, all other matters in which any difference or dispute shall arise, whether during the continuance of this Agreement or thereafter, between the parties hereto, or, between one of the parties hereto and the legal representatives, or, successors of the other party touching these presents or any matter (but subject as aforesaid) arising out of this Agreement, shall be referred to the arbitration of a single arbitrator, in case, the parties agree upon one, otherwise to two arbitrators, one to be appointed by either party to the difference, who shall appoint an umpire for proceeding with the reference and, this clause shall be deemed to be a submission to arbitration in accordance with and subject to the provisions of the Arbitration and Conciliation Act, 1996 or any statutory modifications thereof for the time being in force. The seat of Arbitration shall be Mumbai.

19. GOVERNING LAW & JURISDICTION

The laws of India shall apply to this Agreement. If any dispute or difference will arise under this Agreement, the courts in Mumbai shall have jurisdiction to resolve the same. The language governing this Agreement shall be in English.

20. HEADINGS AND TITLES

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The headings and titles used in this Agreement are for convenience only and shall not affect the construction or interpretation of any provision.

21. The provisions of this Agreement are strictly confidential and the Transporter/3PL/LSP shall not divulge the existence or any other information therein of the agreement to any third party or parties except for statutory purposes.

22. This Agreement is executed in sets and one set will be retained by the Company and the other by the Transporter/3PL/LSP.

23. AMENDMENTS

Amendments, if any, to this Agreement shall be made in writing and duly signed by both the Parties.

24. NOTICES

All notices given under this Agreement shall be in writing and shall be addressed to the parties at their respective addresses set forth below

25. BINDING EFFECT

Subject to the restrictions on assignment and delegation set forth herein, this Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective heirs, successors and assignees.

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If to Transporter/3PL/LSP:

Attn:

_______________

_______________

_______________

If to the the Company:

Attn:

_______________

_______________

26. _______________

IN WITNESS WHEREOF the parties hereto have put their respective hands the day, month and year hereinabove written.

Signed for and on behalf of ) Godrej & Boyce Mfg. Co. Ltd., ) by Mr. ____________________ ) duly authorized in that behalf ) in the presence of…………………….. ) 1. 2. Signed for and on behalf of ) ____________________________, ) by Mr. ______________________ ) duly authorized in that behalf ) in the presence of…………………….. ) 1. 2.

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ANNEXURE-A

TRANSIT DAYS FOR DIFFERENT DESTINATIONS

Destination Transit Time Destination

Transit Time Destination

Transit Time Destination

Transit Time

Chandigarh/Mohali 5 Bhubaneshwar 6 Ahmedabad 2 Bangalore 3

Delhi 4 Guwahati 15 Bhopal 3 Chennai 4

Faridabad 4 Kolkata 7 Nagpur 3 Cochin 5

Ghaziabad 4 Patna 8 Pune 1 Coimbatore 4

Jaipur 3 Ranchi 7 Raipur 4 Hyderabad 3

Lucknow 5 Pondichery 4

Vijayawada 3

Visakhapatnam 4

TRANSIT DAYS CALCULATION: The vehicle/consignment must reach as per the transit day’s matrix given hereunder. Transit time is exclusive of day of dispatch and day of receipt of consignment. Example: Vehicle/consignment loaded on 1st. Suppose 4 days is transit days for branch (i.e. 2, 3, 4, 5) (loading day excluded), then, vehicle/consignment must reach the designated destination on 6th on or before 1400 hours. If 6th is a Sunday or a holiday then the following working day is considered as reaching (delivery) day. TRANSIT DAYS CALCULATION FOR PENALTY TO BE PAID BY THE TRANSPORTER/3PL/LSP First Day for Transit day’s penalty will start from the day of reaching (after 1400 hours).

Citing the above example: Penalty per day will be levied if the vehicle/consignment does not reach the designated destination on 6th on or before 1400 hours, till the day the vehicle/consignment reaches (reaching day included for penalty if vehicle/consignment reaches after 1400 hours). If 7th is a Sunday or holiday then the following working day is considered as reaching day. If prior intimation is given by the Transporter/3PL/LSP to the Company in writing, regarding the delay in transit due to breakdown of vehicle or any other genuine reason, the transporter has to furnish sufficient proof of repairs while submitting the bills for said cases. It will be Company’s prerogative to decide regarding the transit time penalty DETENTION DAYS CALCULATION FOR DETENTION CHARGES TO BE PAID BY THE COMPANY IN CASE OF DETENTION AT DESIGNATED DESTINATION Similarly, Detention charges per day / vehicle will start one day after the vehicle/consignment has reached (on or before 1400 hours). If the reaching day is Sunday or Holiday then the following working day will be considered. Detention will be paid only if the acknowledgment is clear in respect of date and time and it is the Transporter/3PL/LSP’s duty to obtain the same from our Consignee.

Citing the above example: If the vehicle/consignment reaches on or before 1400 hours on 6th, detention charges will start after 1400 hours on 7th. However, if the vehicle/consignment reaches after 1300 hours on 7thand before 1400hrs on 8th, detention charges will start after 1400 hours on 9th. In case 8th or 9th is a Sunday or a Holiday, then the same will not be counted as detention day.

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Detention charges to be paid will be offset with the transit time penalty to be recovered, if both these occur in the same transaction / bill. DIESEL ESCALATION/ DECLATION CLAUSE: ANY PRICE HIKE OR FALL IN DIESEL PRICES SHALL HAVE AN EFFECT PROPORTAINELY ON THE CONTRACTED FREIGHT PRICE. THE CURRENT DIESEL PRICE @ RS…………/- TAKEN ON DATE…………………..SHALL BE TAKEN AS BENCH MARK PRICE OF DIESEL FOR THE ABOVE. For Godrej & Boyce Mfg. Co. Ltd., For M/s. __________________________ _____________________

Witness: Witness:

1. 1.

2. 2.

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Annexure-B

1) CHARGES FOR LOADING AT ADDITIONAL LOADING POINT/ DELIVERY AT ADDITIONAL DELIVERY POINT TO BE PAID BY THE COMPANY The Company shall pay the Transporter/3PL/LSP a sum of Rs.1000/- for 24’ length and below vehicle and Rs.1500/- for above 24’ length vehicles, in case of

a) loading at any additional location

b) delivery at any additional location

2) DETENTION CHARGES TO BE PAID BY THE COMPANY

a) In case the vehicle is detained at any of the loading points at the Company locations, the Company shall pay the Transporter/3PL/LSP detention charges as per below table

Detention slab 18/19 feet

vehicle 20-28 feet

vehicle 32-40 feet containers

In case Detention <= 3 days

Per Day 1000 1000 1000

In case Detention > 3 days

1-3 days 1000 1000 1000

4-6 days 1250 1250 1500

>= 7 days 1500 1500 2000

b) In case the vehicle is detained at any of the Designated Destinations, the Company shall pay the Transporter/3PL/LSP detention charges as per below table

Detention slab 18/19 feet

vehicle 20-28 feet

vehicle 32-40 feet containers

In case Detention <= 3 days

Per Day 750 750 750

In case Detention > 3 days

1-3 days 750 750 750

4-6 days 1000 1000 1250

>= 7 days 1250 1250 1750

c) No detention shall be paid if vehicle/consignment reaches before stipulated transit

time and is not unloaded.

3) TRANSIT TIME PENALTY FOR DELAYED DELIVERIES, TO BE PAID BY THE

TRANSPORTER/3PL/LSP.

The transit days for different destinations and mode of transit day calculation for penalty/ detention charges will be as per Annexure-A attached. The Transporter/3PL/LSP shall abide by the delivery schedules/transit times as stated in the Annexure-A of this Agreement. Any delay in the said deliveries shall attract the penalty. The Transporter/3PL/LSP’s vehicle should reach the destinations within the stipulated transit time. In case of delay, transit time penalty will be deducted. The

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Transporter/3PL/LSP shall pay to the Company the transit time penalty @ Rs.1000/- per day irrespective of the size of the vehicle.

In case of delay beyond three days, the transit time penalty will be whichever is higher of the following: (a) 30% of the freight amount, (b) Rs.1000/- per day per vehicle L&D Location head will have the discretion to waive off the Transit penalty if

adequate and timely information is provided by the transporter in case of Transit delay.

4) TRANSIT DAMAGES/SHORTAGE RECOVERY.

a) Damages costing below 5000/- will be recovered from transporter`s bill. b) Containers – If seal is in intact condition & damages are above 5000/, same to be recovered from insurance. However if the negligence of the transporter found or material received in wet condition in closed container then total cost of the damage will be recovered from transporter. c)Open Vehicles. – If there is neither extraneous loading nor transhipment without permission and damages are above 5000/, same to be recovered from insurance and 25% of the damage cost will be charged as penalty from transporter. If the material received in wet condition due to proper protection not provided by transporter, total cost of damage will be recovered from Transporter. d)All Vehicles. – If there is any shortage and/or clear case of transhipment and/or Extraneous loading reported by the branch and Total value of Shortage/damages will be recovered from Transporter as penalty.

For Godrej & Boyce Mfg. Co. Ltd., For M/s. __________________________ _____________________

Witness: Witness:

1. 1.

2. 2.