This Services Agreement (“Agreement”) is made and executed at Bhubaneswar on this 31st day of August 2023
Udjosh Logistics Private Limited” (CIN No.U63030OR2021PTC038271), a company, incorporated under the provisions of The Companies Act, 1956 and having its Registered Office PLOT-306/1818/3717, AT/PO-PATIA, INFOCITY, BHUBANESWAR, Khordha, Odisha,
751024, hereinafter referred as ShipEasy.tech is our Shipping Solution product operate under Udjosh Logistics Pvt Ltd (which expression shall unless it be repugnant to the context or meaning thereof be deemed to mean and include its associates, heirs, executors, administrators, successors and permitted signs)OF THE ONE PART.
“Seller” and (which expression shall unless it be repugnant to the context or meaning thereof and be deemed to mean and include its associates,heirs , executors, administrators, successors and permitted assigns) OF THE OTHER PART
“Udjosh Logistics Pvt Ltd (ULPL)” and “Seller” shall hereinafter be individually referred to as "Party" and collectively referred to as the “Parties”
WHEREAS:
Udjosh Logistics Pvt Ltd (ULPL) is a shipping services company, having requisite expertise, skill and infrastructure to render courier services to its Sellers;
Seller is inter alia engaged in the business of ecommerce and is desirous of availing the courier service of ULPL as per the terms mutually agreed between the Parties;
ULPL has agreed to render its services on a “principal to principal” basis to the Seller and in consideration of Service Fees which shall form paramount consideration towards the scope reflected under this Agreement; and
For mutual interest and benefits, the Parties hereto are desirous of recording the terms and conditions of their understanding under this Agreement.
NOW THEREFORE, IN CONSIDERATION OF THE MUTUAL COVENANTS AND AGREEMENTS SET FORTH IN THIS AGREEMENT AND FOR OTHER GOOD AND VALUABLE CONSIDERATION, THE SUFFICIENCY OF WHICH IS DULY ACKNOWLEDGED BY THE PARTIES CONSTITUTING THEIR BINDING OBLIGATIONS HEREUNDER, THE PARTIES HEREBY AGRLE AS FOLLOWS:
DEFINITIONS - In this Agreement, the following terms, to the extent not inconsistent with the
context thereof, shall mean as follows:
a “Agreement” shall mean this agreement, including the recitals, schedules, appendices. annexures and exhibits and any amendments made thereto from time to time in accordance with the terms of this agreements
b, “Applicable Law(s)" shall include all applicable statutes, enactments, acts of legislature parliament, laws, ordinances, rules, bye-laws, regulations, notifications, guidelines, policies, directions, directives including any amendments thereto and orders of any governmental authority or self-regulatory agency, statutory authority, tribunal, board, court or recognized stock exchange of any applicable jurisdiction;
c. "Confidential information” shall mean all such non-public information that a disclosing Party identifies and designates as being proprietary or confidential to the other Party.Confidential information shall specifically include; (a) information disclosed in relation to the business affairs of a disclosing Party including legal, financial, marketing, operations related information disclosed to the other party in confidence; (b) Address Information, in relation to the shipper; (c) documents, data; (d) Services and related process(s) in relation to the Service Provider; and (e) any other related information, trade secrets and information designated as confidential by the disclosing party from time to time;
d. “Services” shall mean the services provided by ULPL, as outlined under Clause 2;
e"Consignee/ Addresses” is the end Customer of Seller to whom the Shipment gets delivered or is picked up from.
Subject to the terms and conditions contained in this Agreement, it is hereby agreed between the Parties that:
ULPL based on the instructions of Seller shall render “Courier Services” to Seller which shall be deemed to mean and include (i) In case of Forward Carriage: picking up of the shipments from the designated address notified by Seller and delivering the same to the designated address of consignee as shall be communicated by Seller to ULPL from time to time, it shall include in respect of orders marked as (i)Cash On Delivery shipment (COD order )(ii) Prepaid Order (PPD Order) (iii) Reverse Pick Up: picking up of the shipments from the consignee’s doorstep and delivering the same to the designated addresses notified by Seller to ULPL; or
(iv) in case of Return:causing return to the origin at the notified address by the Seller Of the undelivered shipments, as per the terms of the Agreement;
ULPL or its partner shall pickup and deliver shipments on Said To Contain Basis as per the requirements of and designated address notified by Seller to ULPL from time to time.
in any manner whatsoever. The Seller shall undertake to make proper, true, fair, correct and factual declaration regarding description and value of Products, Further, the ULPL shall not be responsible in any way whatsoever [or the merchantability of the Product;
ULPL shall provide web based tracking solutions for shipments carried in its network "API Portal”);
ULPL shall in advance assign its Air Wayhill number series (“ AWB") to the Seller for allocation of each such AWB to the order assigned by the Seller to ULPL under this Agreement. Seller shall validate each such AWB to its Order Reference Number captured on the shipment, for assignment of Order by the Seller to ULPL under this Agreement:
AWB allocated by the Seller to each such Order assigned by the Seller to ULPL, shall be deemed to be due authorization accorded by the Seller to ULPL to perform the concerned Courier Services in respect of the same, as per the terms of the Agreement.
Further the orders assigned by Seller with AWB validated of ULPL shall be subject to all the terms and conditions mentioned under this Agreement and the same shall be binding on the Seller;
V. ULPL shall depending upon the relevant status code, make a maximum of 3 attempts as specified hereunder, over a period of seven days from the date of first out-scan from the concerned ULPL delivery pick up center,
in case of Forward Carriage: - attempt to deliver the shipment; or
in case of Reverse Pick Ups: - attempt to pick up the shipment from the notified address of the consignee;
Vi. ULPL shall update the status of attempts made for delivery but turned out to be unsuccessful along with reasons thereof on its API Postal through APL link push, auto generated NDR / MIS reports or via email communication issued by ULPL to Seller in respect of the same. In case where no alternate instructions of Seller is received by ULPL within a period of 48 hours of unsuccessful attempt updated by ULPL to Seller, ULPL reserves its right at its sale discretion to:
incase of Forward Carriage: - Return the shipment to its origin; or
in case of Reverse Pick Up: - refrain from making any further pick up attempt from the address of consignee notified by the Seller to ULPL
In case where the alternate instructions of Seller is received by ULPL within the said Prescribed timeliness, ULPL shall, subject to The maximum attempts as specified under clause 1(v) of this Agreement, attempt delivery / pick up. as the case may be, pursuant to which ULPL at its sole discretion shall return/ refrain from making any further attempt, as the case may be. The service fee shall be applicable on all retumn shipments which shall be billed as per applicable freight and other charges, charged by ULPL as in case of Forward Shipments
VII. Details of any specific shipment and/ or electronic copy of POD shall be furnished by ULPL to the Seller provided however a written requisition concerning the same is furnished by Seller
VIII. ULPL recommends insurance of all shipments carrying, anything of value at the Seller's cost.
The Seller acknowledges, represents and warrants that:
it is an entity duly and legally established, organized and validly existing under the laws of India;
it has full corporate power and authority to execute and deliver this Agreement in accordance with its terms and to perform all its duties and obligations arising or created under or pursuant to this Agreement and all requisite corporate approvals, as applicable,have been obtained by it prior to the execution of this Agreement;
the execution of this Agreement and delivery and performance by it of its obligations hereunder do not and shall not violate or conflict in any manner with or result in a breach or default under applicable laws of Indian or any of its duties or obligations under any agreement, understanding of arrangement, written or oral, to which it is a party:
it shall ensure that the Invoice affixed on the shipment bears complete requisite order details as is required under GST law towards the sale of the shipment including sale and sellers complete details and GSTIN; , Collectable Value in case of COD (Cash on Delivery) shipment with routing Delivery Centre code and bar coded Air Waybill Number assigned by ULPL. In no case ULPL shall be able to verify the content of the Invoice and/ or correctness of the particulars specified therein. Further the Invoice and / or packaging of the shipment shall also specifically provide that for any return, COD including E - COD or other refunds and/or any sale related issues concerning the shipment including but not limited to the contents, quality, specifications, appearance or aesthetics, or quantity of the shipment, the Consignee is required to contact the Seller/ Seller only only ULPL shall bear no liability in respect of the same;
The Seller shall ensure that orders assigned to ULPL including in respect of COD / ECOD order and / or Collectable Value thereof is in conformity with all applicable laws including but not limited to tax laws, RBI norms, Legal Metrology Act etc.;
In respect of E - COD option availed by consignee, the role of ULPL delivery partner is limited to Facilitation of POS Device as a courier service provider to the consignee for making payment therefrom to the Seller against delivery of COD shipment and it is further acknowledged,represented and warranted by Seller that neither ULPL nor payment transit gateway operator shall be liable or responsible for any fraudulent, dubious, suspicious or unauthorized transaction being conducted by the consignee therefrom. ULPL is in no case a beneficiary or merchant to the said payment transaction nor is an operator, administrator nor manager of the payment transit gateway which is solely and exclusively being managed and operated by third party service provider;
It shall ensure that shipment handed over to ULPL delivery partner is adequately and suitably packed considering the nature of the shipment in a tamper proof carriage worthy packaging,amenable to reasonable handing during transit and is adequate to withstand the normal rigors, jerks and jolts of transportation hazards or the like encountered during transit. In any case ULPL shall not be liable for any damage shortages) wrinkle caused to the shipment due to insufficient/ unsuitable or inadequate packaging thereof. Further it is acknowledged by the Seller that ULPL shall not be liable for any damage to the shipment in case where only external packaging is damaged but the contents of the shipment is in good order;
The shipment shall be handed over to ULPL delivery partner in a tamper proof and transit-carriage worthy packaging along with the legible Order Form properly affixed on the Shipment / package;
It shall not book / handover or allow to be handed over any shipment to ULPL delivery partner which is banned, redistricted, illegal, prohibited, contraband, stolen, spurious or fake, infringing of any third party proprietary rights, hazardous, dangerous or in breach of any tax or statutory laws and further is not & currency, Bullion, letters, financial and security instruments. In any case or event, ULPL shall not be responsible and/ or be liable for any claim, loss, damage, theft, misappropriation or consequences arising out of contents of any such shipments being handed over to ULPL under this Agreement even if ULPL or its Delivery Personnel has the knowledge of the same. At no point in time does ULPL takes any liability or warrant war any particular shipment to be delivered is capable of carriage without infringing the law of any state of the country from to or through which the product(s) may be carried;
It is expressly understood and acknowledged by the Seller that ULPL is a mere shipping / Courier Service Provider to the Seller and or its authorized sellers and not in any other capacity, whatsoever it may be called and as such shall not be liable whatsoever for any sale related issue (including but not limited to Taxes thereon), third party actions, claims of any type or nature, issues or disputes pertaining to COD including e - COD or other refunds or pertaining to defective quality, specifications, and aesthetics of the product being, sold by Seller/ its seller to the consignee. It is further clarified and agreed by the Parties that ULPL is NOT performing any activity or job or providing service on behalf of which tantamount to it being a Seller, Buyer or Retailer and or Stockist, Agent {including merchantile agent or collection agent), Distributor or Dealer OR by any like names and conventions relatad to Trade or business etc. The complete activity performed by ULPL under this Agreement is as a mere "Shipping / Courier Service Provider” and based on specific instructions given by the Seller as part of the services scope and procedures defined and from time to time;
The Shipment handed over by the Seller to ULPL delivery partner shall be on a “SAID TO CONTAIN BASIS” and it is further expressly represented and warranted by the Seller
that ULPL shall not be liable for the issues related to refund, contents, quality, quantity, specifications, packaging, restrictions and sale of the product /shipment;
CONSIGNEE GRIEVANCE: For consignee related grievances or disputes pertaining to the shipment or its sale including but not limited to is return, defects, quality, quantity, aesthetics, COD or other refund related or any other sale related issue concerning the shipment, the Seller shall:
ensure to provide contact number along with the name and designation of the concerned grievance redressal officer of the Seller on its website, packaging or invoice to redress the grievance of the consignee promptly; and
In case where any such dispute or grievance conveyed to ULPL by consignee, is communicated by ULPL to the Seller, the Seller shall ensure to resolve the same promptly with the consignee. The Seller shall on demand indemnify,compensate, defend and hold ULPL harmless against any actions and disputes arising against ULPL in connection with the same.
In respect of E- COD shipment, E - COD charges as provided " shall apply based on mode of payment opted by consignee at the time of delivery of COD shipment to the consignee.
The Rates shall be exclusive of applicable Goods & Service tax(s) and applicable tax/cess(s) witich shall be charged over and above the said stipulaled Rates
VALIDITY OF RATES: The Rates shall be valid unless mutually revised by the Parties, The Parties agree to revise rates by 7% every year to take care of increase in operating cost inputs and general inflation
CHARGEABLE WEIGHT: Rates shall be charged on the basis of Dimensional Weight of Actual Weight, whichever is higher as per the calculation L*B*H/4500
5 PAYMENT TERMS:
Subject to the terms and conditions hereunder stipulated in this Agreement, it is hereby agreed between the Parties that:
1. Its Prepaid mode of platform , where Seller will keep his/her Account wallet recharge & get the use accordingly their shipping requirement
. Seller shall be responsible and / or ensure compliance of applicable statutory obligations including taxes, levies, assessments of demands pertaining towards sale or transit of the shipments handed over to ULPL under this Agreement; and
. In case where ULPL is required to pay any statutory taxes, charges or levies attributable on the part of / or on behalf of Seller, its Sellers of any such taxes, charges, penalties or levies are imposed on ULPL due to breaches attributable on the part of Seller/ its Sellers.ULPL shall be entitled to claim reimbursement of the same based on documentary proof furnished by ULPL to Seller and Seller hereby agrees to pay such charges on demand or within a maximum period of 7 days from the date of demand raised by ULPL upon Seller in connection with the same. Additional Service clearance charge @5% on such levies and taxes paid shall apply.
. In addition to the Service Fee, the Seller shall also pay the complete amount towards applicable taxes reflected in the invoice, including, but not limited to Goods and Services Tax, to the exception of tax deducted at source (TDS) which shall be deducted as per the applicable provisions of Income Tax Act, 1961, The Seller will share the certificate of deduction within the prescribed statutory timeline.
. Seller undertakes to provide all necessary information and documents pertaining to the Seller, including, but not limited to GSTIN, billing location, GST registration certificates and such other documents that me be required, from time to time in writing.by ULPL to ensure statutory compliances as applicable under Goods and Services Tax laws including rules,regulation made thereunder and notifications, circulars, etc. issued from time to time ("GST Laws”) Any tax liability arising against ULPL due to furnishing of incorrect registration number shall be solely borne by Seller. If the Seller fails to furnish GST registration number, then the Seller will be treated as unregistered and ULPL will not be responsible to lssue a revised or new invoice with correct GSTIN number post 30) (Thirty) days of issuing of such invoices.
.The Seller acknowledges and agrees that Seller will adhere and ensure compliance with all the applicable GST Laws,including,but not limited to issuing of E-way bill , pasting of the GST compliant tax invoice on op of the shipment etc. In case any liability arises on ULPL due to no compliance by the Seller , ULPL shall not be responsible to bear the liability and the
Seller agrees to pay such liability on demand by ULPL within 7 (seven)days of issue in of the invoice or debit note.
. Seller shall request ULPL in writing for any modification pertaining to statutory compliance data submitted by ULPL to statutory authority against the Services provided under this Agreement. ULPL shall not be responsible for any GST loss to the Seller on account of furnishing of incorrect information if Seller docs not intimate ULPL for the mismatch within the statutory time period for making the changes in the details submitted on the GST portal.
. Both Parties acknowledge and agree that in event of any enquiry, scrutiny, audit, assessment of other tax proceedings is initiated against either Party in respect to the Services provided, both the Parties shall fully cooperate and support by Furnishing the relevant information and documents related to the Services provided under this Agreement on timely manner.
. Notwithstanding anything contained under this Agreement and subject to the terms stipulated hereunder this clause, it is hereby expressly agreed between the Parties that the maximum liability of ULPL for any loss or damage caused to shipments, for any reason whatsoever including but not limited to any acts whatsoever by ULPL or its employees, agents. assigns, or other representatives and as attributable to have occurred by and while in the transit network of ULPL Partners, shall be strictly governed as per the terms mentioned hereunder:
The maximum liability of ULPL per shipment AWB lost or damaged shall be limited to
₹1000 - ₹2000/- or the declared value, whichever is lower vary accordingly delivery partner . By acceptance of credit note issued by ULPL in favor of Seller under this provision, the Seller agrees to unconditionally and irrevocably relinquish and revoke all title, rights and interest in respect of said lost shipment/ AWB, vesting all such rights, title and interest under the same in favor of ULPL and further authorizing ULPL with absolute rights and discretion to dispose it off in the manner ULPL deems fit and that Seller shall have no objection whatsoever in respect of the same; and
ULPL may at the request of Seller tendered in writing to ULPL, issue Loss, Damage! Shortage certificate ("Certificate of Fact" / “COF”) with the sole purpose of enabling the Seller to lodge an insurance claim with its insurer , Seller agrees and acknowledges that COF issued by ULPL to Seller pursuant to request of Seller shall not be construed to be admission of any liability or claim, in any manner, whatsoever on the part of ULPL and ULPL shall be discharged of all liabilities or claims, if any, arising out of shipment on receipt of COF by Seller.
No claims shall be entertained by ULPL for any damages cause to liquid and fragile shipments under this agreement . Further , in case of any ambiguity , this clause shall prevail over any other clause in this agreement.
ii. ULPL is not be liable in any event for any indirect , incidental, consequential,special or exemplary losses or damages arising from the Agreement under tort , common law or under public policy , even if such party has been advised of the possibility of such damages , such as including but not limited to loss of revenue , loss of goodwill or profits or anticipated profits or lost business , any loss of data etc.;
. Any such claim giving rise to any liability stipulated in this clause shall be subject to mutual verification by the Parties;
. All claims to loss shall be duly notified in writing by Seller to ULPL within 30 days from the date of physical hand over of the shipment/ booking of shipment by Seller with ULPL failing which Seller shall be deemed to have waived off its right in connection with the same. Further, all claims as to damage to the shipment shall be duly notified By Seller to ULPL in writing within 24 hours of receipt of shipment from ULPL.Further it is being acknowledged by the Seller that no liability shall accrue upon ULPL in case whore only external packaging is damaged bul the contents of the shipment are in good order: and
. Notwithstanding anything contained in this Agreement, it is acknowledged by the Seller that ULPL shall not be liable for any delays / shortage) loss/ damage/ non delivery of the shipment arising /occurring due to the reasons not attributable to ULPL and; or beyond its reasonable control such as Force Majeure events, government actions including detention, seizure/ interception/ insufficient) incorrect-incomplete address erroneous particulars marked on the invoice due to which the Shipment remains undelivered and for any other factors not attributable to ULPL,
. The Seller shall in case of COD order, duly authorize ULPL delivery partner to pick up Collectable Value from consignee against delivery of the COD shipment and in case of E-COD option availed by consignee,the Seller shall duly authorize ULPL delivery partner to facilitate POS device to consignee So as to enable the consignee to make payment therefrom to the Seller against delivery of COD shipment being purchased by the consignee from the Seller's Website/ Platform/Other media and as declared under “Collectable Value” /"Cash on Delivery” “COD amount”.
. ULPL delivery partner shall be liable to pick up and/ or remit the Collectable Value, as declared by the Seller in the transaction order details provided by Seller to ULPL and it is acknowledged by the Seller that ULPL shall not be liable for any discrepancy, short or excess Collectable Value details notified by Seller to ULPL whatsoever. ULPL reserves its rights to withhold and, or adjust COD amount in case where the invoiced amounts of ULPL has been delayed or withheld by Seller beyond prescribed timelines under this Agreement
. In respect of E - COD order, it is also being acknowledged and agreed by the Parties that:
A . Where the payment made by the consignee is withheld by the issuing bank of the consignee pending conclusion of enquiry by issuing hank on account of any of the reasons as mentioned hereunder and is suspected or identified as such,by said issuing bank, ULPL shall provide to Seller the details of said shipment along with amount withheld and reasons thereof as provided by issuing bank within 2 days from the agreed remittance cycle. The same shall not be considered to be default on the part of ULPL in making remittance thereof as per mutually agreed remittance schedule between the Parties under this Agreement;
The transaction is for any reasons; unlawful or unenforceable.
Any transaction made through a card outside the territory authorized for the use of the valid Account) Valid Card.
Transaction is posted more than once to consignee’s account.
The transaction is doubtful or erroneously paid by Consignee;
Any other event Or circumstances, suspected to be fraudulent by the issuing bank.
That in respect of said alleged transaction and subject to processing of payment by issuing bank, the remittance of alleged transaction amount shall be made by ULPL within 45 days of the payment transaction being made by the consignees along with details as to valid or
invalid transaction discerned as such by the issuing bank, conveyed By ULPL in writing to the Seller provided however that where the said alleged transaction is discerned by issuing bank to be conducted by the consignee in collusion with Seller/ its Seller the said remittance shall not be processed by issuing bank and consequently ULPL shall not be liable whatsoever to remit the said transaction amount to the Seller.From ULPL shall convey details of said discernment as provided by issuing Bank to Seller and the same hall not be considered to be default on the part of ULPL whatsoever;
In case of invalid transaction discerned by issuing bank, ULPL or POS operator shall in no case be held liable and it shall be the Seller's responsibility to initiate appropriate action in law or equity against the consignee including filing of FIR if deemed necessary;
ULPL role in respect of e - COD option availed by consignee is limited to facilitating the POS Device as a shipping / courier service provider to the consignee enabling the consignee to make the payment therefrom and remittance as per mutually agreed schedule to be made by ULPL to the Seller under the Agreement is subject to transaction processing by the issuing bank and any reasons for delay in respect thereof shall be duly conveyed in writing by ULPL to the Seller
I. The Parties agree ta reconcile accounts in respect of shipment booked, delivered, returned and COD amount picked up and remitted on a month to month basis (1st to the end of each month)under proper signoff within a maximum period of 45 days from the close to each month during which the shipment is booked. The Parties shall issue a “No Dues Certificate” to each other to this effect.Thereafter ULPL shall not entertain any claim related lo the shipments shipped during the month; and
ii . Notwithstanding to anything, all payments in respect of COD orders shall be deemed to have been fully paid or settled by ULPL to the Seller in case if no claim is received from the Seller within a maximum period of 30 days from the end of the month in which the said shipments are booked,
Seller shall indemnify. defend and hold ULPL harmless against actions and claims including third party and statutory actions, disputes and claims, suits, prosecutions, proceedings , penalties, levies, demands, assessments and all reasonable costs (including reasonable legal and Advocate costs) arising against ULPL in respect of or due to (a) breach of obligations including statutory obligations, representations or warranties on the part of Seller/its Seller (b) third party or consignee related disputes, grievances or claims pertaining to the defect in quality, quantity, aesthetics, contents or inherent vice of the shipment (c) actions or proceedings initiated against ULPL in case of interception seizure/detention related issues by any statutory regulatory or law enforcement agency (d) banned,restricted, illegal, prohibited, contraband, stolen, spurious, infringing of any third party proprietary rights , hazardous, dangerous or in breach of any tax or statutory, currency, bullion, letters, financial and security instruments handed aver to ULPL under this Agreement (e) any third party or
consignee related claims, grievances, action or dispute whatsoever pertaining to or in relation to shipments, COD including e - COD and other refunds related issues;
ULPL shall identify, defend and hold Seller harmless against actions and claims including third party and statutory actions, disputes and claims, suits, prosecutions,
proceedings, demands, penalties, levies,reasonable legal and advocate costs) arising against Seller due to breach of obligations,representations, warranties including statutory obligations attributable on the part of ULPL in the provisioning of Courier Services under this Agreement; and
. Further,Seller hereby agrees to indemnify and hold the Service Provider its directors, officers,employees, representatives and agents harmless against any direct actual loss, direct actual damages, third party actions , proceedings and claims including Consignee/ Addresses and statutory actions and claims, disputes, costs (including reasonable legal costs), charges and expenses, demands, direct actual liabilities, fine, penalties arising against the Service Provider
due to any Consignee/ Addressee related disputes, claims or issues relating to services/ transaction executed/ availed by Consignee/ Addressee from Seller. Consignee/ Addressee herein is the end Seller the shipment/carriage is getting delivered to or getting, picked up from.
. Neither party shall be liable In any event for any indirect, incidental. consequential, special or exemplary losses or damages arising from the agreement under tort, common law or under public policy, even If such party has been advised of the possibility of such damages, such as including but not limited to loss of revenue, loss of profit, loss of goodwill or anticipated profits or lost business, any loss of data etc.
Both the Parties shall keep confidential the Confidential Information belonging to the other Party and shall use the same for the limited purpose of this Agreement or for better performance of Services provided by the Service Provider. The Parties shall not disclose the Confidential Information of the other Party to any third Party without prior written consent of the other Party during the term of this Agreement and for a period of 1 year from the date of expiry / earlier termination of the Agreement.
Exceptions to Confidentiality Obligations: The obligation of confidentiality under this Clause shall not apply to information which:
i. is non-confidential in nature or is already available in the public domain;
. was in the possession of the recipient independent of disclosure of the Confidential Information under this Agreement;
. is disclosed to the recipient by a third party, or is acquired by the recipient from a third party, before or after the date of this Agreement, who to the knowledge of the recipient had no duty of confidentiality to the disclosing Party with respect to such information;
is Independently developed by the recipient, or
the recipient is required to disclose under the Applicable Law or pursuant to any
order any court, judicial authority. or regulatory body.
This Agreement shall be effective from the date of signing of this agreement and the same shall be in_full force and effect unless otherwise terminated in accordance with the terms as envisaged hereunder:
Upon convenience by giving not less than thirty (30) days prior written notice to the other party;
Immediate basis: In case where the bills of ULPL are not paid within a maximum period of 30days from the due date , ULPL reserves its right to terminate and/or suspend the services on forthwith basis ; and
Upon termination or early determination of this Agreement, as the case may be:
ULPL shall perform the shipping Services till validity of the Agreement;
The Parties shall promptly settle their accounts and Parties shall comply with their respective obligations strictly as per the terms of the Agreement without any protest or demur whatsoever;
and
Iii. Indemnification Limitation of Liability, Notices, Governing Law and Jurisdiction and Confidentiality clause shall survive the termination.
FORCE MAJURE: ULPL shall not be held liable for any loss, delay or damage caused to the shipments due to force majeure rasons including but not limited to the acts of God, strikes, acts of terrorism, burglary, hijacking, robbery, riots, political disturbances, invasion, fire, floods, tsunami,epidemic / pandemic, road accidents and for reasons beyond the control of ULPL & Partners and or not attributable on account of ULPL, Occurrence of a force majeure shall not relieve a Party of an obligation to pay any sum due and payable under this Agreement,
SUCCESSORS AND ASSIGNS: Neither Party shall assign its rights or obligations under this Agreement without the prior written permission of the other party and any attempt to do so shall be void. Any such assignment consented to by the Parties shall be confirmed vide written confirmation signed by Parties including assignee io the said effect
This Agreement, the construction and enforcement of this terms and the interpretation of the rights and duties of the parties hereto shall Be governed by the laws of India and shall be subject to the jurisdiction of courts in New Delhi: This Agreement is executed in English language which shall prevail over any translation thereof.
HEADINGS:
The Headings in this Agreement are for purposes of reference only and shall not in any way limit or otherwise affect the meaning or interpretation of any of the terns hereof.
Each Party hereby undertakes and represents that it has taken all necessary corporate action to authorize the execution and consummation of this Agreement and will furnish the other Party with satisfactory evidence of same upon request. Further each Party represents to each other that the Party is not restricted by any statutory or other documentary restriction or provision to consummate and/or execute the transactions or scope reflected under this agreement.Also each Party agrees to negotiate in good faith the execution of such other documents or agreements as may be necessary or desirable for the implementation of this Agreement and the effective execution of the transactions contemplated hereby, and shall continue to do so during the Term of this Agreement.
19 NOTICES: Any notice provided for in this Agreement shall be in writing and shall be (I) transmitted by Email to the official Email ID of the Party or (ii) first transmitted by electronic mail (Email) and then confirmed by postage, prepaid registered post with acknowledgement due or by recognized courier service; or (iii) sent by postage, prepaid registered post with acknowledgement due or by recognized courier service, to the relevant Party at its address set out below:
UDJOSH LOGISTICS PRIVATE LIMITER (ULPL)
Name : Zeeshan Kazi Designation : Director
Address + PLOT-306/ 1818/2717, AT/PO-PATLA, INFOCITY, BHUBANESWAR, Khordha,
Odisha , 751024
Email . zeeshan@udjosh.com ; sourav@udjosh.com
COUNTERPARTS: This Agreement may be executed in one or more counterparts, each of which will be deemed to be an original and all of which when taken together will constitute the same agreement.
NO AGENCY OR PARTNERSHIP: ULPL relationship with Seller will be that of an independent contract sharing a principal to principal relation with each other and nothing in this Agreement should be construed to create or Imply a partnership,agency ,joint venture of employer - employee relationship with each other.
WAIVER: Any waiver by either Party of a breach of any provision of this Agreement by the other Party shall not be construed as a waiver of any other or subsequent or preceding breach. by the other said Party. No waiver by either Party of any right under this Agreement shall be constructed as a waiver of any other fight which the Party may have under this Agreement, in law or in equity.
AMENDMENTS: This Agreement shall be changed modified / varied /altered / revised by mutual agreement of authorized representatives of the parties in writing. No modification of or amendment to the same nor any waiver of any rights under this Agreement shall be effective unless mutually agreed in writing and signed by the authorized representative of the Parties.
SURVIVAL - Any terms and conditions that by their nature or otherwise reasonable should survive expiration or termination of this Agreement, shall be deemed to survive the expiration or termination of this Agreement. Such terms and condition include but are not limited to indemnification. confidentiality, payment terms, relationship, liability, Jurisdiction, Governing Laws.
SEVERABILITY: In the event that any provision of this Agreement shall be deemed by any court having jurisdiction thereon to be illegal, invalid or unenforceable, it shall in no way affect or prejudice the legality, validity or enforceability of any other term or condition of this Agreement. If any provision of this Agreement shell be deemed by such court to be unenforceable because such provision is too broad in scope, such provision shall be construed to be limited in scope to the extent such shall deem necessary to make it enforceable, and if any provision shall be deemed inapplicable by any such court to any person or circumstances, it shall nevertheless be construed to apply to all other persons and circumstances,
ENTIRE AGREEMENT: This Agreement constitutes the entire agreement between the Parties including its schedules, exhibits and addendum thereto and supersedes all prior or contemporaneous oral or written agreements concerning such subject matter.
For UDJOSH LOGISTICS PRIVATE LIMITED
Signature:
Name : Zeeshan Kazi Designation :Director Co seal :
Other Charges conditions with Freight
SDL - Movement to the locations of Manipur , Tripura , Meghalaya, Arunachal Pradesh , Sikkim, Nagaland , Mizoram , Andaman & Nicobar which shall attract a surcharge of INR 50 per Kg will be applied over & above the applicable "Basic Freight Rates"
RTO (Return to Origin) - Chargeable as per the applicable “Basic Freight Rates” and other applicable charges
COD - Service Fees for COD shipments: 1.5% of the collectable or a minimum of INR 35.00 per Airway Bill, whichever is higher, in addition to applicable "Basic Freight Rates”
RVP - Reverse Pickup Service: INR 50 per Airway Bill over and above the applicable "Basic Freight Rates" and other applicable charges