L&T GTC Road - 01apr2024 - R0 - FOR ILMS

GENERAL TERMS AND CONDITIONS OF
CONTRACT FOR
PROIVIDING LOGISTICS SERVICE
(Domestic Transportation in India)
between
Consignor Logistics Service Provider
Full style name and address Full style name and address
M/ s. M/ s.
Seal/ Stamp & Date Seal/ Stamp & Date
Note: This document is the property of Issuer (Consignor) and is meant for the
exclusive purpose of contracting as mentioned herein and shall not be transferred,
reproduced or otherwise used by the recipient for any purposes other than that for
which it is specifically issued.
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GENERAL TERMS & CONDITIONS of CONTRACT FOR
PROVIDING LOGISTICS SERVICE (DOMESTIC Issued by
TRANSPORTATION IN INDIA) LMC
Table of Contents
1.0 SCOPE AND PURPOSE ............................................................................................................... 4

2.0 DEFINITIONS ............................................................................................................................... 4
3.0 INTERPRETATION ...................................................................................................................... 5
4.0 CONTRACT DOCUMENTS .......................................................................................................... 5
5.0 ACCEPTANCE/ CONTRACT CONFIRMATION ....................................................................... 6
6.0 REPRESENTATIONS AND WARRANTIES OF THE TRANSPORT PROVIDER ............... 6
7.0 LOADING AND UNLOADING .................................................................................................... 7
8.0 PLACEMENT OF VEHICLES ....................................................................................................... 8
9.0 DELIVERY OF CONSIGNMENTS ............................................................................................10
10.0 DOCUMENTATION AT THE TIME OF DESPATCH AND DELIVERY ...............................11
11.0 DOCUMENTS RELATED TO VEHICLE AND DRIVER: .......................................................11
12.0 TRANSIT TIME AND TRANSIT RISK ...................................................................................12
13.0 SCHEDULING AND PROGRESS INFORMATION ...............................................................13
14.0 NO LIEN OVER CONSIGNMENTS .........................................................................................14
15.0 TRANSSHIPMENT .....................................................................................................................14
16.0 PRICE, INVOICING AND PAYMENT .....................................................................................15
17.0 SECURITY DEPOSIT (IF APPLICABLE) ...............................................................................17
18.0 RIGHT TO SET OFF ...................................................................................................................17
19.0 LIQUIDATED DAMAGES ..........................................................................................................18
20.0 TAXES AND DUTIES .................................................................................................................18
21.0 INSURANCE ................................................................................................................................19
22.0 RIGHTS OF CONSIGNOR ........................................................................................................20
23.0 OTHER OBLIGATIONS OF THE TRANSPORT PROVIDER ..............................................21
24.0 EMPLOYEES AND PERSONNEL .............................................................................................22
25.0 TERM.............................................................................................................................................22
26.0 TERMINATION ...........................................................................................................................22
27.0 RISK PURCHASE .......................................................................................................................24
28.0 SUB CONTRACTORS .................................................................................................................25
29.0 INDEMNITY ................................................................................................................................25
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30.0 CHANGE IN LAW........................................................................................................................26

31.0 FORCE MAJEURE .......................................................................................................................26
32.0 CONFIDENTIALITY ...................................................................................................................28
33.0 ARBITRATION............................................................................................................................28
34.0 GOVERNING LAW AND JURSDICTION ...............................................................................29
35.0 LIMITATION OF LIABILITY ...................................................................................................29
36.0 ASSIGNMENT .............................................................................................................................29
37.0 RELATIONSHIP .........................................................................................................................29
38.0 ENTIRE CONTRACT ..................................................................................................................30
39.0 AMENDMENT ..............................................................................................................................30
40.0 WAIVER ........................................................................................................................................30
41.0 SEVERABILITY ...........................................................................................................................30
42.0 COUNTERPARTS ........................................................................................................................30
43.0 NOTICES ......................................................................................................................................31
44.0 INSOLVENCY AND BANKRUPTCY.........................................................................................31
45.0 WORKING HOURS .....................................................................................................................31
46.0 VOLUME OF WORK....................................................................................................................32
47.0 ADVERTISING ............................................................................................................................32
48.0 COMMITMENT, VALUES AND POLICIES OF THE CONSIGNOR....................................32
49.0 ERRORS IN THE CONTRACT/ ORDER DOCUMENT .........................................................33
50.0 GOVERNING LANGUAGE ........................................................................................................33
51.0 USE OF DIGITAL SYSTEMS LIKE ILMS, SAP ARIBA.......................................................33
52.0 BILLING INSTRUCTIONS .......................................................................................................34
53.0 SINGLE USE PLASTIC ..............................................................................................................34
54.0 WHISTLEBLOWING POLICY FOR VENDORS AND CHANNEL PARTNERS…………..34
55.0 GRIEVANCE REDRESSAL MECHANISM (GRM) DURING POST-ORDER STAGE……35
Page 3 of 35 Representative of Consignor Representative of LSP

Signature with Date & Stamp / Seal
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1.0 SCOPE AND PURPOSE

1.1 These General Terms and Conditions define and govern the implementation of the
Logistics Service Orders (“LSO”) executed between the Consignor (as defined below)
and the Logistics Service Provider (as defined below) and form an integral part of the
LSOs.
1.2 In the event of any discrepancy between the provisions of these General Terms and
Conditions and those contained in a LSO, the provisions of the LSO shall prevail only in
relation to the matters set out in the LSO.
2.0 DEFINITIONS
The following words and expressions shall have the meanings assigned to them below:
2.1 “Applicable Law” shall mean any central, state, regional, local, county, city, municipal,
town, village laws, including all orders, rules, regulations, executive orders, decrees,
policies, judicial decisions, notifications or other similar directives made pursuant to such
laws.
2.2 “Consignee” shall mean L&T or L&T’s supplier/ customer or appointed CHA (Customs
House Agent), receiving the Consignment as the case may be.
2.3 “Consignment” shall mean goods, material and equipment whether contained in one or
more parcels or packages sent or consigned at any one time by Consignor from one
address to another address for the purposes of delivery to the intended Consignee.
2.4 “Consignor” shall mean L&T or L&T’s supplier/ customer or appointed CHA (Customs
House Agent), dispatching the Consignments as the case may be.
2.5 “Contract” means the documents listed in Clause 4.1 of this GTC, and any and all
annexures, appendices, schedules, addenda and amendments from time to time.
2.6 “Logistics Service Order” or “LSO” shall mean the written service orders issued by the
Consignor/ Consignee to the Transport Provider for the Transport Provider to provide
transportation services under the Contract.
2.7 “Logistics Service Provider” or “LSP” shall mean the entity engaged by the Consignor/
Consignee for undertaking transportation Services and acting as a freight carrier in
accordance with the provisions of Applicable Law, including its servants and agents and
any person/ s carrying goods under subcontract with the Transport Provider.
2.8 “Parties” shall mean the Consignor and the Logistics Service Provider jointly.
2.9 “Services” shall mean all services to be provided by the Logistics Service Provider under
the Contract.

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3.0 INTERPRETATION
In the Contract, unless otherwise provided or unless the context requires otherwise:
3.1 The singular includes the plural and vice versa and words on one gender include all
genders.
3.2 References to “persons” includes reference to an individual, partnership, joint venture,
corporation, Limited Liability Company, unincorporated organization, government entity
or any other entity.
3.3 Headings are inserted for convenient reference only and are not to be used in
ascertaining the meaning of any of the provisions of this Contract.
3.4 Wherever “include” or any form of that word is used, it shall be construed as if it were
followed by “(without being limited to)”
3.5 Any reference in this Contract to any statute, statutory provision, statutory instrument,
laws, legislation, rules, procedures, regulations and administrative requirements and
guidelines (including those of any competent authority) includes any and all
amendments, revisions, re‐ enactments and/or substitutions thereof for the time being in
force.
4.0 CONTRACT DOCUMENTS

4.1 The Contract shall include, in particular, the following documents, which are listed in the
order of precedence:
4.1.1 The LSO and the schedules and annexures thereto.
4.1.2 Special Terms and Conditions, if any
4.1.3 The present General Terms and Conditions for Domestic Road Transportation.
4.1.4 Special technical conditions, if any.
4.1.5 Packing, marking, and shipping instructions, method statements and responsibility
matrix if any; and
4.1.6 Any other document or specification related to traffic, logistics, shipping, as and
when applicable.
4.2 The Contract will supersede all previous bids and commitments, negotiations,
agreements, correspondence, and any potential letter of intent issued by the Consignor
to the Logistics Service Provider.
4.3 If the Logistics Service Provider notifies the Consignor of any inconsistency, conflict or
ambiguity among the documents of the Contract, the Consignor shall resolve such
inconsistency, conflict or ambiguity.

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5.0 ACCEPTANCE/ CONTRACT CONFIRMATION

5.1 Within three (03) days from date of receipt of the Contract, the LSP shall sign the
Contract and return it to the Consignor. The copy of the Contract shall be signed on each
page by an authorized representative of the company with the company seal and date.
6.0 REPRESENTATIONS AND WARRANTIES OF THE TRANSPORT PROVIDER

6.1 The Logistics Service Provider represents and warrants as follows:
6.1.1 The Logistics Service Provider is a duly organized company/ business entity validly
existing under the laws where it is incorporated/ established, and has experience,
expertise, ability and skills as required to perform the Services and perform the
obligations as detailed in this Contract and as may be necessary to perform its
obligations hereunder in a professional manner.
6.1.2 The Logistics Service Provider has the requisite power, authority and approvals
required to enter into this Agreement and will have all the requisite power, authority
to perform fully each and every obligation under this Contract.
6.1.3 The execution, delivery and performance of this Contract and all instruments or
addenda required hereunder by the Logistics Service Provider does not
contravene, violate or constitute a default of or require any consent under the
provisions of any other agreement or instrument to which it is bound, including the
constitutional documents thereof, or any order, judgment, decree or injunction of
any court of law.
6.1.4 There are no legal proceedings that are pending or threatened against the
Logistics Service Provider and/ or its assets, before any court, tribunal or authority
which do or may restrain or enjoin its performance or observance of the terms and
conditions of this Contract or which do or may in any other manner question the
validity, binding effect or enforceability of this Agreement.
6.1.5 No order has been made or petition presented for bankruptcy, winding up or
dissolution against the Logistics Service Provider.
6.1.6 The Logistics Service Provider has all the necessary statutory and regulatory
permissions, approvals and permits for the running and operation of its
establishment for the conduct of its business and it is not in breach of any
Applicable Laws in the provision of services.
6.1.7 The Logistics Service Provider shall maintain high professional standards to
ensure performance of this Contract as per best business practices and in full
compliance with statutory obligations and the terms and conditions stipulated by
Consignor or Consignee (as the case may be) from time to time.

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6.1.8 The Logistics Service Provider has sufficient resources available to respond to
emergencies/ incidents, which may occur along established transportation routes.
6.1.9 The representations and warranties mentioned herein shall survive any inspection,
test, performance, acceptance or payment pursuant to the Contract.
7.0 LOADING AND UNLOADING

7.1 If the Consignor or the Consignee requests the Logistics Service Provider to undertake
loading and unloading of the Consignments, the Transport Provider shall be responsible
for picking up the Consignments from the dispatch point (also referred to as “loading
point” or “origin point”) by suitable and adequate vehicle(s) arranged by the Logistics
Service Provider, loading the Consignments on to the vehicle(s), safely and securely
transporting the Consignments from origin point to the destination point, unloading the
Consignments at the designated location at destination point, as mentioned in the
Consignment Note and handing over the Consignments along with necessary
documents to the authorized officer(s) of the Consignee in terms of this Contract.
7.2 Additional charges payable towards loading and unloading of the Consignments will be
mutually agreed by the Parties on a case-to-case basis.
7.3 The Logistics Service Provider shall arrange adequate dunnage, saddle, support for
cushion, separators or bushings or pads to avoid metal to metal contact, fastening,
latching and securing material or any other material required, so as to ensure there is no
damage to the Consignments during loading, transit and unloading. The Logistics
Service Provider shall provide binding shackles with lifting points on the skid and other
measures to ensure loading can be done on the vehicles without damage to the paint or
metal surface of the goods in the Consignment.
7.4 In the event that the Consignor/ Consignee identifies the need for supervision and
guidance of the loading/ unloading operations by a Surveyor, then such need shall be
informed to the Logistics Service Provider by the Consignor/ Consignee. The Consignor/
Consignee shall be entitled to appoint a Surveyor of its choice and at its sole discretion.
The LSP shall then depute an experienced supervisor for each vehicle who shall provide
the required support, cooperation including coordination with the Surveyor as well as
Consignor/ Consignee, to ensure smooth loading and unloading of the Consignments
without damage to the Consignments.
7.5 If the Logistics Service Provider is responsible for loading/ unloading of Consignments,
it shall be allowed the time periods stipulated in LSO or the Special Conditions of
Contract (SCC). Any delay in loading/ unloading of Consignments beyond the time
allocated shall incur liquidated damages in the Contract.

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8.0 PLACEMENT OF VEHICLES

8.1 The Logistics Service Provider shall arrange and provide sufficient number of suitable
vehicles of adequate length, width and carrying capacity, basis the inspection of the
Consignment by the LSP which shall be to the satisfaction of the representative(s) of the
Consignor/ Consignee (as the case maybe). Such vehicles shall be having the
necessary accessorial equipment, adequately manned and maintained, as may be
required for the prompt transportation of the Consignments without undue delay, in a
safe, secure, complete and efficient manner, without damage or contamination.
8.2 The number of vehicles of various kinds to be placed on a per day basis by the Logistics
Service Provider shall be in accordance with the requirements of the Consignor as
informed to the Logistics Service Provider in writing by email, letters or digital
applications or other mode of communication as agreed between the Parties. The
Logistics Service Provider shall make available the required number of vehicles of the
stipulated specifications at the loading points on receipt of notice from the Consignor
within the time mentioned in the LSO. Time is the essence of this Contract.
8.3 The Logistics Service Provider shall deploy its representative at the time of loading of
the Consignments on each of the vehicles who shall be responsible for ensuring that
loading is done without damage to the goods and the Consignments. The representative
of the Logistics Service Provider r shall enter without any mistakes the complete details
of the Consignor/ Consignee, origin and destination points, brief description of the goods
and Consignments, details of the vehicles, including the type and make of the vehicles,
the registration numbers, weight and size of the Consignments and the expected delivery
date and any other details as maybe required, on the Goods Consignment Note (GCN)
or the Lorry Receipt (LR) to be provided to the Consignor.
8.4 The Logistics Service Provider shall provide necessary measures in its vehicles to
ensure that the Consignments can be loaded and transported without damage,
contamination and adulteration. All open vehicles like trailers, open trucks etc. should be
available with good condition tarpaulin to cover the Consignments, necessary lashing
belts, chains, wooden dunnage (minimum two in each vehicle). The usable platform of
the vehicle(s) must be clean and free from all rubble and protruding spatters/ wedges at
the time of loading and during transportation.
8.5 The Logistics Service Provider shall provide sufficient packing materials, seasoned
wooden sleepers and proper nylon belts (rachet belt and rubber packing) for lashing of
sensitive components and goods. The Logistics Service Provider shall be allowed to use
only those transportation & lashing materials, which are reasonably new and in excellent
working condition, tested for safe operation and adequate in capacity and size. It is
clarified that the Logistics Service Provider shall use chain lashing only for crane-based
goods such as crawler track assembly and car body but not for crane booms.

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8.6 LSP shall take care of the Consignments during transit and shall make arrangement for
replacing damaged dunnage or lashings with suitable ones and ensure that the cargo
and Consignments are always secured properly. The Consignments shall not be left
unattended at any time during transit and LSP shall always depute its representative to
be present in the vehicle transporting the Consignment at all times.
8.7 For ODC (Over Dimensional Cargoes) or SODC (Super Over Dimensional Cargoes),
LSP shall provide a Safety Officer who will travel with the Consignment in transit. Such
officer shall be rotated with another officer after a fixed number of days and the names
and other details of such officer, as nominated from time to time shall be informed to the
Consignor and the Consignee.
8.8 The Logistics Service Provider must have Global Positioning System (GPS) or any
vehicle tracking device fitted in the vehicles or SIM based tracking for the entire length
of transit. This GPS/ SIM must be LIVE at all times during the transportation period. Non-
adherence to Tracking requirement without prior intimation to the Consignor shall attract
penalty as mentioned in the LSO or the Special Conditions of Contract.
8.9 All the documents and permits as necessitated by Applicable Laws shall be valid and
kept updated throughout the period of this Contract. The list of such documents has been
mentioned in Clause 11.0 .The Logistics Service Provider shall provide a transport
emergency card to its drivers which will contain emergency phone numbers and contact
information.
8.10 The vehicles of the Logistics Service Provider which are to be used for the purpose of
the Contract shall be subject to inspection by the representatives of the Consignee/
Consignor (as required) +-from time to time for being roadworthy and for being suitable
for the Logistics Service Provider to fulfill its obligations under the Contract.
8.11 The LSP should provide own The Logistics Service Provider shall be entitled to take on
hire, vehicles from other agencies and entities to fulfill its obligations under this Contract,
provided that the Logistics Service Provider shall be solely responsible for payment of
all amounts and other obligations contained in agreements with third parties for taking
vehicles on hire and for such vehicles to meet the requirements of this Contract.
8.12 In the event a vehicle is placed by the Logistics Service Provider at the loading point but
the same is not loaded by the Consignor and notice is given by the Consignor to the
Logistics Service Provider to demobilize the vehicle, additional empty return charges
may be paid by the Consignor to the Logistics Service Provider as may be decided by
the Parties. Parties may also decide on additional charges payable to the Logistics
Service Provider if the Logistics Service Provider is required to pick up Consignments
from multiple locations.

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9.0 DELIVERY OF CONSIGNMENTS

9.1 Timely delivery of Services is the essence of this Contract. The Logistics Service
Provider shall be responsible for the safe delivery of all the Consignments to the delivery
site in intact condition with contents and as mentioned in packing list and other delivery
documents provided by the Consignor.
9.2 The Consignments shall be delivered at the place and time specified by the Consignor/
Consignee to such other place of delivery as is agreed by the Consignor/ Consignee in
writing prior to delivery of the Consignments. Unless otherwise stipulated by the
Consignor/ Consignee in the LSO, deliveries shall only be accepted by the Consignee
in normal business hours.
9.3 The Logistics Service Provider shall deliver the quantity specified in the LSO. The
weight, measurement and description of the Consignment mentioned in the packing lists
and other delivery documents provided by the Consignor/ Consignee shall be the basis
of ascertaining loss or damage during transportation.
9.4 Where the Consignor/ Consignee agrees in writing to accept delivery by instalments this
Contract shall be construed as a single contract in respect of each instalment. Failure
by the Logistics Service Provider to deliver any one instalment shall entitle the
Consignor/ Consignee at its option to treat the whole Contract as repudiated.
9.5 All Consignments shall be examined and inspected by the representative of the
Consignor or the Consignee and the representative of the Transport Provider on delivery
for them meeting the specifications of the packing lists and other delivery documents. It
will be the responsibility of the Logistics Service Provider to ensure the material/
packages are in good condition before taking delivery of the same for transportation.
Once the Consignment is accepted for transportation, the same shall be deemed to have
been received in good condition, unless the Logistics Service Provider have pointed out
any defects whatsoever at the time of taking delivery at the loading points and recorded
the same on the Goods Consignment Report.
9.6 The Logistics Service Provider shall provide photographic evidence to the Consignor/
Consignee once all Consignments have been loaded onto the vehicles and are ready
for transportation.
9.7 The Consignor shall not have an obligation to place orders for delivery of Consignments
for a minimum weight every month and the Logistics Service Provider shall not have any
right to make claim on the Consignor in this regard.

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10.0 DOCUMENTATION AT THE TIME OF DESPATCH AND DELIVERY

10.1 The Logistics Service Provider will be required to fill in all the relevant details as given
below in all the copies of the Goods Consignment Note ("GCN") or the Lorry Receipt
(LR):
10.1.1 Vehicle number.
10.1.2 Actual and chargeable weight with full details of dimensions/ volume of
consignment.
10.1.3 The name, telephone number & dept. of initiator booking the consignment.
10.1.4 The Logistics Service Provider must obtain the following information while booking
the Consignment:
10.1.5 Relevant purchase/ sales order/ delivery challan/ stock transfer order number
against which Consignment is booked;
10.1.6 Name and department of the initiator who has requested the contractor to dispatch
the consignments through the Logistics Service Provider;
10.1.7 The Logistics Service Provider will obtain acknowledgement in the rubber stamp/
digital acknowledgment through QR code/ signature at the time of delivering the
Consignments;
10.1.8 The Consignor will hand over to the Logistics Service Provider, the other
documents like delivery note etc. at the time of dispatch and Logistics Service
Provider will verify the same before dispatch;
10.1.9 Logistics Service Provider to prepare E-Way bill ( Part B) once invoice received
after loading of cargo. If operating outside India, then the equivalent of the E-Way
Bill or such document which acts as the proof of carriage and proof of receipt of
goods as per the local prevalent laws.
11.0 Documents Related to Vehicle and Driver:

11.1 The Vehicles and Drivers placed by the Logistics Service Provider in terms of this
Contract shall have all valid documents and permits as required under Applicable Laws
for the same to be roadworthy and shall in no way cause or omit any means such that
the same hampers insurance of consignments.
11.2 The Logistics Service Provider must ensure following documents are available at all
times with the vehicle and personnel driving/ manning the vehicles. Where required,
originals shall be maintained in the vehicles itself. The following is only an indicative list
and shall not be construed to be complete or exhaustive.
11.2.1 Driver’s valid licence with relevant information clearly visible on the Licence

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11.2.2 Certified copy of valid Registration Certificate (RC) of the vehicle

11.2.3 Valid Pollution Under Control (PUC) Certificate
11.2.4 Valid vehicle fitness certificate
11.2.5 Valid Load Test or relevant certificates for all special Fastening / Securing material
used for the Cargo
11.2.6 Valid copy of Port Entry Permission document / Licence for any pick up or delivery
of cargo meant to enter the Port area
11.2.7 Valid copy of insurance
11.2.8 Road Permit
11.2.9 MORTH/ RTO and any other NHAI/ state/ local permissions as required by
authorities applicable for the cargo type
11.2.10 State and National Permits as applicable.
11.3 The Logistics Service Provider shall provide a transport emergency card to its drivers
which will contain emergency phone numbers and contact information.
12.0 TRANSIT TIME AND TRANSIT RISK

12.1 The Logistics Service Provider shall be fully responsible for the prompt transportation of
the Consignment without undue delay, in a safe, secure, complete and efficient manner,
without damage or contamination.
12.2 The transit time/ delivery time which shall be applicable for delivery of the Consignments
from the starting point to various destinations which shall be as provided in the SCC or
the LSO. For delivery through semi low bed trailers, low bed trailers and hydraulic axles,
the transit time/ delivery times shall depend on the type of Consignment and the route
taken by the Logistics Service Provider and shall be as provided in the SCC or the LSO.
Timely delivery of the Consignments shall be the essence of this Contract. Any delay in
delivery from the mutually agreed transit time/ delivery time in this Contract or the
relevant LSO, unless the same has been agreed to by the Consignor in writing, will
attract payment of liquidated damages by the Logistics Service Provider as provided in
this Contract.
12.3 In the event it is found by the Consignor or the Consignee on delivery that any
Consignment has arrived in damaged condition or there is evidence of tampering or
pilferage with the Consignment, the Consignor/ Consignee shall provide a written notice
in respect of the same to the Logistics Service Provider within 4 working days. Within 5
(five) days of the said written notice, the Logistics Service Provider shall provide an Open
Delivery Certificate to the Consignor/ Consignee in respect of the Consignment(s) which

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have arrived in damaged condition or are subject to tampering or pilferage along with
other documents as required by the Consignor/ Consignee to seek insurance claim in
respect of the damaged Consignment or part thereof.
12.4 In the event it is found by the Consignor or the Consignee on delivery that any
Consignment has not been delivered, or if Consignments are not delivered within the
respective Transit Period, or if the Consignor or the Consignee become aware that any
Consignment or part thereof is lost, the Consignor/ Consignee shall provide a written
notice in respect of the same to the Logistics Service Provider. Within 5 (five) days of
the said written notice, the Logistics Service Provider shall provide a Non-Delivery
Certificate of the required value in respect of the Consignment which has not been
delivered and the other documents as required by the Consignor/ Consignee to seek
insurance claim in respect of the lost Consignment or part thereof. The LSP shall be
responsible for filing and obtaining FIR (First Information Report) & Panchnama from
Police and all and any other relevant documents as required.
12.5 The issuance of the Open Delivery Certificate or the Non-Delivery Certificate will not
absolve the Logistics Service Provider from its responsibility of ensuring safe delivery of
all Consignments as per the Contract. Irrespective of the issuance of the Open Delivery
Certificate or the Non-Delivery Certificate as the case may be, the Logistics Service
Provider will have full responsibility and shall be liable to the Consignor and/ or the
Consignee for any and all loss of or damage to the Consignments during transportation
arising due to any negligence of the Logistics Service Provider or his personnel, non-
observance of applicable laws by the Logistics Service Provider or any other default or
breach of this Contract by the Logistics Service Provider. Additionally, the Consignor
reserves all the rights to recover the amount equivalent to the policy deductibles applied
by the insurer on the insurance claim from the amounts payable to LSP under this
Contract.
12.6 For any loss or damage to any Consignment during transit, the Consignor/ Consignee
shall be entitled to claim and the Logistics Service Provider shall make payment to the
Consignor/ Consignee, the difference between the insurance pay-out to the Consignor/
Consignee in respect of the loss or damage to the Consignment and the market value
of the said Consignment within 10 (ten) days of claim made by the Consignor/
Consignee.
13.0 SCHEDULING AND PROGRESS INFORMATION

13.1 The Logistics Service Provider shall submit daily status report of Consignments to the
Consignor/ Consignee on daily/ regular basis as per the format approved by the
Consignor/ Consignee. The Logistics Service Provider shall update the status against
each Consignment in each vehicle and vehicle tracking report in the Consignor’s online
logistics portal for all vehicles deployed under the Contract. No deviation from this

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obligation shall be allowed whatsoever unless prior written approval from the Consignor
is obtained for any special case.
13.2 If the Logistics Service Provider believes that it will be unable to complete transportation
within the agreed time frame, or without loss of or damage to any Consignment, it shall
immediately notify the Consignor of the same. Upon such notification, the Consignor
shall have the right to direct the Logistics Service Provider to turn over the Consignment
to a carrier designated by the Consignor for completion of transportation or retain the
custody of the Consignment and re-attempt delivery. The Logistics Service Provider shall
be responsible for safe and secure delivery of the Consignments to the carrier
designated by the Consignor within the period for transit as agreed in SCC or LSO, from
the receipt of the Consignment from the Consignor. After such delivery, the Consignor
shall not have any obligation to make payment of any charges to the Logistics Service
Provider for transportation of such Consignment. If the Consignor elects to allow the
Logistics Service Provider to retain custody of the Consignment and re-attempt delivery
the Logistics Service Provider shall remain responsible for delivering the Consignments
to the rightful Consignee as soon as is practicable under the circumstances.
Notwithstanding the above, if there is any delay in delivery of the Consignment or any
loss or damage to the Consignments in either of the above two situations due to default
of the Logistics Service Provider, the Logistics Service Provider shall be responsible to
pay to the Consignor, liquidated damages for delay and/ or indemnify the Consignor for
other losses and damages suffered due to loss or damage to Consignments in terms of
this Agreement.
13.3 If the Logistics Service Provider fails to notify the Consignor in advance of conditions
and circumstances which in its view may lead to delay, loss or damage to the
Consignments in the manner stated above, then no reliance can be placed by the
Logistics Service Provider on such conditions and circumstances to exclude, reduce or
mitigate the Logistics Service Provider’s obligations under the Contract.
14.0 NO LIEN OVER CONSIGNMENTS

14.1 Nothing in this Contract shall operate to create any lien, either general or special in
favour of the Logistics Service Provider over the Consignments entrusted to it by the
Consignor or its affiliates and group companies under this Contract.
15.0 TRANSSHIPMENT
15.1 The Logistics Service Provider shall undertake transportation of the Consignments
without any transshipment enroute and shall deliver the Consignments in the same
vehicles in which the Consignments were originally loaded. Any violation of this provision
shall be deemed to be a default under the Contract.

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15.2 The Logistics Service Provider shall indicate the vehicle number for each Consignment
in the Goods Consignment Note or the Lorry Receipt provided to the Consignor at the
time of loading of the Consignments. Any Consignment or material delivered for which
the vehicle number has not been mentioned in the Goods Consignment Note or if the
vehicle number mentioned in the Goods Consignment Note does not match the actual
number on the vehicle then the Consignment be deemed to have undergone
transshipment.
15.3 The Logistics Service Provider shall ensure that the vehicles carrying the Consignments
are not stopped and delayed due to any default by the Logistics Service Provider in
providing documents necessary under Applicable Laws or licenses and approvals.
15.4 All incidental expenses required to be incurred for delivery of the Consignment within the
agreed transit time shall be to the account of the Logistics Service Provider.
15.5 Transshipment/ clubbing of material without prior written approval from Consignor/
Consignee is not acceptable and therefore shall attract penalty equal to “No freight
charges” payment for that particular vehicle.
15.6 In case the Logistics Service Provider is found to have submitted forged documents,
penalty equal to ”no freight charges” for that particular vehicle will be applicable on the
Logistics Service Provider.
16.0 PRICE, INVOICING AND PAYMENT

16.1 The price payable for the services of the Logistics Service Provider shall be based on
the freight charges for transportation by each type of vehicle as stated in the rate card in
the LSO (s) to be executed between the Parties and shall include all transportation and
service charges, charges for watch and ward of the Consignments, storage charges and
charges for maintenance of vehicles. Unless otherwise agreed in writing by the
Consignor, shall be exclusive of Goods and Services Tax as applicable, but inclusive of
all other taxes, levies, cess, duties and charges. No variation from the mutually agreed
price shall be accepted by the Consignor unless formally agreed in writing.
16.2 The price payable under this Contract shall remain firm for the entire duration of the
Contract and may be revised by mutual written agreement by the Parties in the event of
any increase in fuel prices. The same shall be as per the adjustment as agreed in the
LSO or the Special Conditions of Contract.
16.3 The Logistics Service Provider shall raise invoices as mentioned in the LSO or the
Special Conditions of Contract for the services rendered by it.

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16.4 Each invoice shall make specific reference to this Contract and relevant LSO number
and shall be accompanied by relevant supporting documents. The Logistics Service
Provider shall raise separate invoices for separate LSOs and different deliveries.
16.5 The Logistics Service Provider shall raise each invoice in duplicate and provide the
following documents along with the invoice to the Consignor:
16.5.1 Acknowledged copy of the original GCN;
16.5.2 Delivery challan, invoice copy
16.5.3 Weighment slip after confirmation by the Consignor, if applicable;
16.5.4 Rate confirmation copy if the transportation is outside / LSO agreed between the
Parties; and
16.5.5 Digital vehicle tracking report
16.6 The Logistics Service Provider is solely responsible for the correctness of the GST
number and its payment details mentioned on the invoice. The LSP shall indemnify the
Consignor and/ or the Consignee, as the case maybe from any delays or loss, damages
or rejection of invoices due to incorrect GST and payment details mentioned on its
invoice and the Consignor and/ or the Consignee shall not be responsible for any
consequences resulting from the same. .
16.7 The Consignor shall be entitled to refuse receipt of/ payment against any invoice, which
is not accompanied by the above documents.
16.8 The Consignor shall make payment of an undisputed invoice, complete in all respects to
the satisfaction of the Consignor, within 60 (sixty) days after the date of receipt of the
same. Provided that if the Logistics Service Provider is a micro, small or medium
enterprise and registered under the Micro, Small and Medium Enterprises Development
Act, 2006 or any amendments thereto from time to time, then the Consignor shall make
payment of the undisputed and complete invoices raised by such LSP within the period
stipulated by the said Act.
16.9 If the Consignor disputes all or any part of the invoice, it shall notify the Logistics Service
Provider specifying the disputed parts thereof. The Logistics Service Provider shall
withdraw the disputed invoice and submit an amended invoice for the undisputed amount
and the Consignor shall make payment of the undisputed amount mentioned in the
amended invoice within 60 (sixty) days after the date of receipt of the amended invoice
along with all supporting documents. The Consignor and the Logistics Service Provider
shall endeavour to settle the disputed amount in the invoice through good faith
negotiations. In the event the Parties are unable to settle the disputed amount through
negotiations within a period of 30 (thirty) days from the date of notification of the dispute
by the Consignor, either Party shall be entitled to invoke dispute resolution mechanism

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specified in this Contract for resolution of such dispute. The Parties agree that no interest
shall accrue on any invoice until the settlement of the disputed amounts.
16.10 The Logistics Service Provider shall not be entitled to suspend delivery of Consignments
as a result of any amount being outstanding from the Consignor.
17.0 SECURITY DEPOSIT (if applicable)

17.1 The Logistics Service Provider shall furnish an unconditional, absolute, irrevocable and
interest-free security deposit within 10 (ten) days of execution of the LSO for a
percentage of the value of the LSO or an absolute amount as may be decided by the
Consignor for undertaking its obligations under this Contract. The security deposit shall
be in the form of a Bank Guarantee from a nationalized/ schedule bank in an approved
format as provided by the Consignor.
17.2 The Bank Guarantee shall be valid for the entire period of the Contract. The Logistics
Service Provider shall cause the validity period of the bank guarantee to be extended
from time to time so that the same remains valid for the entire duration of the Contract.
17.3 The bank guarantee shall not be discharged automatically by mere efflux of time and a
discharge certificate issued by the Consignor in writing, on termination or determination
of the Contract shall alone discharge the Logistics Service Provider from any such
liability.
17.4 The Consignor shall be entitled to invoke whole or part of the security deposit towards
any claims that it may have against the Logistics Service Provider under this Agreement
if the said claims have not been paid by the Logistics Service Provider to the Consignor
within 15 (fifteen) days of raising the claim. The right to invoke the security deposit shall
be in addition to the rights available to the Consignor to take or pursue any other or
further legal action or remedy for recovery of claims, losses or damages under the
Contract Law and/ or any other Applicable Laws.
17.5 The Logistics Service Provider shall ensure, at all times that the Bank Guarantee of the
required amount remains deposited with the Consignor for the duration of the Contract
and shall replenish the same to the required amount immediately on notice from the
Consignor, in the event of any appropriation from the same by the Consignor in terms of
the Contract.
18.0 RIGHT TO SET OFF

18.1 The Consignor shall be entitled, at any time, without notice to the Logistics Service
Provider to set-off/ adjust any liability or payment due from the Logistics Service
Provider, whether present or future, liquidated or unliquidated against any amount due/
payable to the Logistics Service Provider under the Contract. Any exercise by the

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Consignor of its rights under this Clause shall be without prejudice to any other rights or
remedies available to the Consignor under this Contract or otherwise.
19.0 LIQUIDATED DAMAGES

19.1 If the delivery of any Consignment is delayed by the Logistics Service Provider, for any
reason other than for Force Majeure, the Logistics Service Provider shall be liable to pay
liquidated damages for each day of delay depending on the type of vehicle being used
as mentioned in the SCC or the LSO.
19.2 If there is delay by the Logistics Service Provider in placing or making available the
required vehicle at the loading point as per the Consignor’s requirement in terms of this
Contract, the Logistics Service Provider shall be liable to pay liquidated damages of such
amount mentioned in the SCC or the LSO.
19.3 The Consignor shall be entitled to deduct the amount of liquidated damages payable
from the security deposit deposited by the Logistics Service Provider or the subsequent
invoices raised by the Logistics Service Provider in terms of this Contract. If the security
deposit amount and/ or the amount mentioned in the next invoice is not sufficient to cover
the amount of liquidated damages payable, the Logistics Service Provider shall make
payment of such additional amount to the Consignor within 5 (five) days of claim by the
Consignor, without protest.
20.0 TAXES AND DUTIES

20.1 Except as maybe expressly set out in this Contract, the Logistics Service Provider shall
be responsible for the payment of all Taxes now or hereafter levied or imposed on the
Logistics Service Provider or its sub-contractors on its personnel by any regulatory
authority(ies) or statutory authority(ies) in respect of the services being provided in terms
of this Contract, the wages, salaries and other remuneration paid directly or indirectly to
persons engaged or employed by the Logistics Service Provider or its sub-contractors,
including the payment of any GST now or hereafter levied or imposed by any relevant
authority on the provision of services to the Consignor by the Logistics Service Provider
or its sub-contractors.
20.2 The Logistics Service Provider shall be reimbursed only for such Taxes which are agreed
to be reimbursed in any of the LSO(s) issued and executed under the Contract.
20.3 The Logistics Service Provider shall be responsible for filing all necessary Tax returns
(including and without limitation), returns for income tax, GST, sales tax, excise duty with
the relevant authorities in accordance with all Applicable Laws and statutory
requirements and shall be responsible for providing all information requested by such

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authorities and shall also ensure that its sub-contractors also comply with the above
requirements.
20.4 The Consignor shall, at the time of its Logistics Service Provider, withhold the necessary
Taxes at such rate as is required under Applicable Law and shall provide the necessary
withholding tax certificates to the Logistics Service Provider within the time stipulated
under Applicable Law to enable the Logistics Service Provider to file the same with the
relevant authority as proof of payment of such Taxes.
20.5 Notwithstanding anything contained hereinabove, the Logistics Service Provider shall
strictly and in a timely manner, adhere to and undertake all acts, omissions and
compliances required under the applicable GST laws to ensure that the Consignor is
able to avail the input tax credit/ set off/ rebate/ refund of GST (along with cess and
surcharges, if relevant) as applicable on the services, if applicable made by the Logistics
Service Provider under this Contract to the fullest extent possible under law.
20.6 In the event the Logistics Service Provider fails to make the requisite GST filings, pay
the required tax in a particular month or quarter, the Consignor shall be entitled to
withhold payment to the Logistics Service Provider of the amounts raised through
invoices and recover such amount from the unpaid invoices of the Logistics Service
Provider.
20.7 The Logistics Service Provider shall promptly inform the Consignor of any event
cancelling or suspending or which is likely to cancel or suspend its GST registration
under Applicable Law within 7 (seven) days of the happening of the said event. In the
event of cancellation or suspension of the GST registration of the Logistics Service
Provider, the Consignor shall be entitled to terminate this Contract and the Logistics
Service Provider shall indemnify the Consignor against any and all losses, damages,
claims, expenses, liability, litigation and actions suffered by the Consignor in relation to
or arising out of the same.
20.8 The Logistics Service Provider shall indemnify and hold the Consignor indemnified and
saved harmless from and against any and all claims, losses, damages, liabilities, actions,
litigation arising out of any act, breach, default, error or omission of the Logistics Service
Provider or any of its sub-contractors, directly or indirectly, in connection with its
obligations towards payment of tax and filing of returns including GST under Applicable
Law.
21.0 INSURANCE
21.1 The Logistics Service Provider shall effect and maintain for the duration of the Contract,
with a reputed insurance company, policy(ies) of insurance providing an adequate level
of cover in respect of all risks which may be incurred by the Logistics Service Provider,
arising out of the Logistics Service Provider’s performance of its obligations under this

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Agreement, including death or personal injury to its personnel, loss or damage to

property, surrounding property damage loss, value of the Consignments, etc The
Logistics Service Provider shall insure all vehicles being used by it for undertaking its
obligations under this Contract for transit risks as may be required under Applicable
Laws for movement of the Consignments.
21.2 The provision of insurance shall not relieve or absolve the Logistics Service Provider
from any of its liabilities or obligations under the Contract.
21.3 The Consignor shall be entitled to maintain insurance of the Consignment of such value
as it deems fit.
21.4 Logistics Service Provider is deemed adequately informed that there is no waiver of
subrogation whatsoever. LSP will be responsible for requisite insurance of all his men,
machinery, and vehicles (Trailers, Taurus(s), Tools & Tackles, Rigging, lashing &
handling equipment) , during the performance of the Contract, and shall be responsible
for any damages or injuries to his employees/ agents or damage/ loss to public property
and/ or third party, vehicles under any circumstances whatsoever including his own
damage/ loss. LSP shall be responsible for making good any loss to public property and/
or third party, whatsoever may arise in the course of execution and/ or performance of
the Contract.
22.0 RIGHTS OF CONSIGNOR

22.1 The Consignor shall be entitled to seek the services of the Logistics Service Provider for
its subsidiaries, affiliates and group companies on the same terms and conditions as
contained in this Contract.
22.2 Notwithstanding anything contained herein and without prejudice to the rights of the
Consignor under this Contract, the Consignor shall be free at its option to enter into
agreements with other transportation companies and contractors to transport its
consignments during the pendency of this Contract.
22.3 The Consignor will be entitled to visit the premises of the Logistics Service Provider with
prior notice and verify the vehicle booking and other registers maintained by the Logistics
Service Provider towards the Logistics Service Provider’s obligations under this
Contract.
22.4 The Logistics Service Provider acknowledges that any breach of the provisions of this
Contract shall cause irreparable damages to the Consignor. The Consignor shall be
entitled to seek injunctive relief to prevent the breach of the terms and conditions of this
Contract by the Logistics Service Provider in addition to any other remedy or relief
available to the Consignor under this Contract or Applicable Law.

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22.5 The Consignor shall be entitled to pursue any or all of the remedies available to the
Consignor under this Contract, Applicable Law, equity, custom or trade simultaneously.
23.0 OTHER OBLIGATIONS OF THE TRANSPORT PROVIDER

23.1 The Logistics Service Provider shall ascertain and comply with Applicable Laws in the
performance of the Contract and shall obtain and keep valid and in full force and effect,
all approvals, permits and licenses, as the case may be, which are necessary or
expedient for the performance of its obligations under the Contract, including relevant
permits under the Carriage by Road Act, 2007.
23.2 The Logistics Service Provider shall obtain, at its own cost and expense, the relevant
road permits, permits from the Public Works Department, Government of India or any
other approvals or permits such as MORTH/ RTO and any other NHA/ state/ local
permissions as may be applicable and required for undertaking its obligations under the
Contract.
23.3 The Logistics Service Provider shall provide necessary guidance to its personnel and
drivers of vehicles in relation to the E-Way bill requirements under the Central Goods
and Services Act, 2017 and the rules made thereunder. The Logistics Service Provider
shall ensure that the driver of each vehicle is provided with E-Way bill which is complete
in all respects prior to commencement of the journey and shall verify that the validity of
the E-Way bill is sufficient for the vehicle to reach the destination. In the event there is
any delay in movement of the vehicles and there is apprehension that the validity of E-
Way bill may expire before the vehicle can reach the destination, the Logistics Service
Provider shall ensure that its personnel/ driver contact’s the relevant office/ person of the
Consignor and get the validity of the E-Way bill extended at least 8 (eight) hours before
its expiry. In the event the validity of the e-way bill is not extended by personnel of the
Logistics Service Provider in terms of this Clause, the Logistics Service Provider shall
indemnify the Consignor for any all penalty, costs and expenses incurred by the
Consignor due to non-extension of the validity of the E-Way bill.
23.4 The Logistics Service Provider shall be liable for all fines, penalties, and expenses of
parking, traffic and other criminal offences arising out of or concerning the use of any
vehicle for performing its obligations as well as any toll charges or entry taxes payable
locally and shall keep the Consignor indemnified from and against all such fines,
penalties and expenses.
23.5 The Logistics Service Provider shall have sole responsibility, both legal and financial, for
any loss or damage to property or to life and the Consignor/ Consignee shall have no
responsibility for the same.

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24.0 EMPLOYEES AND PERSONNEL

24.1 All employees, workers, staff and personnel deployed by the Logistics Service Provider
to undertake its obligations under this Contract shall at all times be and remain the
employees, workers, staff and personnel of the Logistics Service Provider and the
Consignor shall have no relationship (legal or otherwise) with any such employees,
workers, staff or personnel of the Logistics Service Provider.
24.2 The Logistics Service Provider shall be solely responsible for (i) payment of salaries,
wages, compensation, and other dues and payables of its own employees, workers, staff
and personnel, (ii) compliance with all Applicable Laws and the rules and regulations
thereunder, including applicable labour and employment laws such as the Employees’
Provident Funds and Miscellaneous Provisions Act, 1952, the Payment of Gratuity Act,
1972, the Minimum Wages Act, 1948, the Contract Labour (Regulation and Abolition)
Act, 1970, and (iii) maintenance of applicable statutory records and returns in connection
with the employees, workers, staff and personnel deployed by the Logistics Service
Provider under this Contract and for their health, safety and service conditions in
accordance with Applicable Laws.
24.3 The Logistics Service Provider shall be responsible for making payment of any penalty,
compensation or damages payable under Applicable Laws in respect of or arising out of
any accident, death or injury to any of its employees, workers, staff and personnel and
shall indemnify and keep the Consignor indemnified against all such penalties,
compensation or damages and against all claims, demands, proceedings, costs,
charges and expenses whatsoever in respect thereof or in relation thereto.
25.0 TERM
25.1 The Contract shall come into force on execution of a LSO between the Parties and
remain in full force and effect for the period mentioned in the relevant LSO, unless
terminated in terms of this Contract.
25.2 The Parties shall be entitled to extend the validity of the Contract for such period as may
be mutually agreed in writing by the Parties.
26.0 TERMINATION
26.1 The Consignor shall be entitled to terminate the Contract for convenience, in whole or in
part, after giving 7 (seven) days written notice to the Logistics Service Provider.
26.2 In the event of termination of this Contract for the convenience of the Consignor, the
Consignor shall pay to the Logistics Service Provider, compensation for any costs
reasonably incurred or commitments made for work-in-progress already performed and
completed at the time of termination which cannot be mitigated. Such compensation

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shall be restricted to the value of work completed till such time after deduction of any
amounts that may be due from the LSO to the Consignor and the Consignee and such
amount only shall be the sole remedy of the Logistics Service Provider for such
termination. Under no circumstances shall the Consignor be liable under the Contract
for any loss of anticipated profits or any consequential or indirect loss.
26.3 The Consignor shall be entitled to terminate the Contract with immediate effect in the
following circumstances:
26.3.1 if the Logistics Service Provider commit a breach of the terms of the Contract and
failsto rectify the same within 7 (seven ) days of written notice of default provided
by the Consignor to the Logistics Service Provider;
26.3.2 if the Logistics Service Provider (a) ceases, or threatens to cease, to function as a
going concern or conduct its operations in the normal course of business, (b)
commences, or becomes the subject of, any bankruptcy, insolvency,
reorganization (other than in the course of a corporate re-organization or to an
affiliate), administration, liquidation or similar proceedings, (c) makes, or plans to
make, a general assignment for the benefit of its creditors, or (d) creditor attaches
or takes possession of all or a substantial part of said Party’s assets;
26.3.3 if winding up or dissolution proceedings have been initiated against the Logistics
Service Provider; and
26.3.4 if the Logistics Service Provider is unable to carry out its obligations by reason of
Force Majeure events and such events continue for a period of more than 30 days;
or
26.3.5 if the Logistics Service Provider does not have, or fails to renew and keep in force,
any licence, approval or permit required under Applicable Law for it to undertake
its services under this Contract.
26.4 Any termination of the Contract shall be without prejudice to any right of the Parties
accrued prior to the date of termination. However, in the event of the Logistics Service
Provider’s breach of obligations under this Contract or in the case of suspension of work
by the Logistics Service Provider, no payment shall be due by the Consignor to the
Logistics Service Provider in respect of the relevant LSO, till such time, the failure or
breach of the Logistics Service Provider has been remedied to the satisfaction of the
Consignor.
26.5 For termination of the Contract for any reason under Clause 26.2 , the Logistics Service
Provider shall be entitled to payment of all undisputed and complete invoices raised and
accepted by the Consignor in relation to completed deliveries prior to termination after
deducting therefrom any amount due and owing from the LSO to the Consignor or the
Consignee under this Contract including any indemnity obligations of the LSO for any
default under the Contract.

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26.6 The Consignor shall be entitled to settle any pending dues on termination after deducting
therefrom any amount receivable from the Logistics Service Provider towards liquidated
damages for delay or other damages for loss or damage to Consignments, if the same
exceeds the amount of security deposit deposited by the Logistics Service Provider to
the Consignor. In the event any liquidated damages and/ or other damages payable by
the Logistics Service Provider under this Contract on the date of termination exceeds
the amount payable to it, the same shall be paid by the Logistics Service Provider to the
Consignor, forthwith and without protest on demand made by the Consignor.
26.7 Termination of this Contract shall not absolve either Party from performing their
respective obligations under the Contract which has arisen prior to the date of
termination. The Logistics Service Provider shall execute all orders accepted before
termination of the Contract in accordance with the terms and conditions contained in this
Contract.
26.8 The Consignor’s right of termination is not an exclusive remedy, and the Consignor shall
be entitled, alternatively or cumulatively to damages for the LSP’s breach of the Contract
or to any other remedy.
26.9 In the event of termination, the LSP shall, in all cases, preserve and protect the
Consignments in hand unless otherwise directed by the Consignor.
26.10 On termination, at the option of the Consignor, the LSP shall assign all sub-contracts
executed with its sub-contractors in favour of the Consignor.
27.0 RISK PURCHASE

27.1 In the event of any Logistics Service Provider with whom a Framework Agreement has
been executed by the Consignor on a nomination basis, is unwilling or fails to undertake
any transportation related job, work or obligation assigned to it by the Consignor during
the validity of the Framework Agreement, the Consignor shall be entitled to enter into
agreements with other transport service providers to procure completion of part or whole
of the said job, work or obligation and the Consignor shall be entitled to recover from the
Logistics Service Provider, the additional cost and expenses incurred to get such job,
work or obligation completed. The Logistics Service Provider shall make payment of any
amount claimed by the Consignor on this account within 10 (ten) days of date of the
written claim from the Consignor without demur or protest.

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28.0 SUB CONTRACTORS

28.1 The Logistics Service Provider shall be entitled to appoint sub-transport providers or
sub-contractors for due performance of the Logistics Service Provider’s obligations
under the Contract with prior written consent of the Consignor unless such sub-transport
provider or sub-contractor is identified in the LSO to be acting in such capacity. The
Logistics Service Provider shall ensure that all sub-contracts are made in writing and
upon request from the Consignor the LSP shall provide copies of such agreements or
other documents without protest.
28.2 Sub-contracting shall in no way diminish or relieve the Logistics Service Provider from
properly and punctually discharging its duties and obligations sub-contracted or
discharge, diminish or relieve the Logistics Service Provider from any of its duties or
obligations under the Contract and the Logistics Service Provider shall remain liable to
the Consignor for any non-performance of its obligations under the Contract.
28.3 The Logistics Service Provider shall be responsible for the acts, failure to act, defaults,
omissions , and negligent acts of the sub-contractors appointed by it and all its agents,
servants, personnel and workmen as if they were the acts, failure to act, defaults,
omissions and negligent acts of the Logistics Service Provider.
28.4 Sub-contract shall incorporate requirements stipulated in this Contract and any
amendments and changes thereto.
29.0 INDEMNITY
29.1 The Logistics Service Provider shall indemnify and keep indemnified the Consignor, its
affiliates, group companies, directors, employees and officials (“Indemnified Parties”)
from and against all losses, damages, expenses, claims, demands, actions, liabilities,
suits and proceedings, whatsoever that may be brought or made against the Indemnified
Parties or which the Indemnified Parties may now or hereafter incur or be liable to pay,
incur or sustain, by or on behalf of any person, body, authority, or entity by virtue of or
as a result of the following:
29.1.1 The negligence, default or breach of the provisions of the Contract or failure or
delay in performance of the terms of the Contract by the Logistics Service Provider;
29.1.2 Any breach, non-compliance or non-performance of any provision of Applicable
Law by the Logistics Service Provider including non-payment of any fees and taxes
and non-issuance of any notices;
29.1.3 Gross negligence or willful misconduct by the Logistics Service Provider;
29.1.4 Breach of any warranty, covenant, agreement or other material obligation by the
Logistics Service Provider;

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29.1.5 Any accident of any vehicle including damage or loss of life and property; and
29.1.6 Any damage to the Consignment by fire or water due to negligence of the Logistics
Service Provider.
29.2 The Consignor shall have the right to retain / withhold out of any payment to be made to
the Logistics Service Provider an amount sufficient to indemnify it completely against
any such lien, claim, assessment, fine or levy exercised or made and all associated
costs. The Consignor shall be at liberty to recover such amount or any part thereof from
any amount due to the Logistics Service Provider or from the Security deposit or Bank
Guarantee so deposited by the Logistics Service Provider.
30.0 CHANGE IN LAW

30.1 If, after the date of execution of this Contract, there is any change in law which results in
a change in the rate of any Tax included in the Logistics Service Provider’s prices or
rates or the introduction of a new Tax and such change results in an increase or
decrease in the cost to the Transport Provider of performing this Contract then the
Parties shall agree to a revision in pricing to reflect such change provided that the
Logistics Service Provider shall promptly notify the Consignor that such change in law
has arisen and the Logistics Service Provider shall provide the Consignor with
documentary proof of such change in cost to the reasonable satisfaction of the
Consignor PROVIDED the provisions of this Clause shall not apply to changes in
personal income tax or corporate Income tax or to changes in non-Indian tax laws.
31.0 FORCE MAJEURE

31.1 Force Majeure shall be deemed to be any cause beyond the reasonable control of
Logistics Service Provider or the Consignor, as the case may be, , which prevents or
impedes the due performance of the Contract and which by due diligence the affected
party is unable to avoid or overcome through its individual concerted effort.
31.2 Force Majeure event shall mean Acts of God, earthquake, cyclone, flood, tsunami,
landslides, lightning, fire, explosion, epidemic, pandemic, riots, lockouts, war (declared
or undeclared), revolutions, civil wars, embargo, quarantine restrictions and act of
foreign enemies.
31.3 For the avoidance of doubt, no industrial disruption of any kind, including boycotts shall
constitute a Force Majeure event. The mere shortage of labour, material or utilities, loss
of markets or economical inability, inclement or unforeseen weather, strike or lock-out,
shutdown, third party breach, delay in supply of material(s), transportation delays, delay
in payment or commercial hardships, shutdown or idleness or other impediments in
progress or completion of the work due to any reason whatsoever, etc. shall not

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constitute a Force Majeure event, whether or not any such events are forseeable, unless
caused by circumstances which are themselves Force Majeure events.
31.4 If the LSP is prevented or delayed in the performance of any obligations under this
Contract by circumstances of Force Majeure and provided LSP has sought to mitigate
and remove the effect of Force Majeure, the LSP shall give written notice thereof to the
Consignor within four (4) days of the occurrence of the Force Majeure event specifying
the full details of Force Majeure conditions (duly certified by the local Chamber of
Commerce or statutory authorities) . The LSP shall also furnish necessary documentary
evidence on prevalence of such conditions.
31.5 LSP shall diligently mitigate and seek to remove the effect of Force Majeure. shall upon
receipt of the Notice of Force Majeure l discuss with the LSP regarding a course of action
to be adopted by the LSP to remove or alleviate such effect(s).
31.6 For delays arising out of Force Majeure, the LSP shall not claim extension in completion
date for a period exceeding the period of delay attributable to the causes of Force
Majeure and neither the Consignor nor LSP shall be liable to pay extra costs or claim
any damages or compensation in addition to or in lieu of extension in completion date.
31.7 LSP shall not be entitled for extension in completion/ Delivery Date if the Force Majeure
does not exceed at least 7 days.
31.8 If a Party gives a notice of of invoking Force Majeure, the relevant obligations of such
affected party under the Contract will be suspended for such period that the Force
Majeure event may continue. Neither party will be liable to the other for any failure or
delay in the performance of its obligations under the Contract which is due to a Force
Majeure event.
31.9 If Force Majeure event continues beyond the period of 30 (thirty) days from the beginning
of the Force Majeure event or prevent the Logistics Service Provider from performing its
obligations under the Contract for an aggregate period of more than 30 (thirty) days , the
Parties shall mutually decide further course of action. If mutual settlement cannot be
arrived at within 15 (fifteen ) days, either Party shall have the right to terminate the
Contract. On such termination, Clause 26.9 of this GCC shall mutatis mutandis apply.
(to define here if the termination clause will become effective or it will be mere
termination. What about situation where the cargo is on the vehicle and the LSP is unable
to perform due to FM and another LSP is able to perform then how that shall be dealt
with).
31.10 Notwithstanding the foregoing, this Clause shall not have the effect of excusing any
obligations which shall have accrued hereunder between the Consignor and Logistics
Service Provider prior to the occurrence of the Force Majeure or which are unrelated to
the occurrence of the Force Majeure.

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31.11 Both Parties agree to use their respective reasonable efforts to cure any event of Force
Majeure to the extent that it is reasonably possible to do so. Upon the cessation of the
event of Force Majeure, the party declaring Force Majeure shall immediately give notice
thereof to the other party.
32.0 CONFIDENTIALITY
32.1 Each Party hereto shall, save as otherwise provided herein, maintain in strict confidence,
and not disclose or use for a purpose other than the purpose set out herein, any
confidential and/ or proprietary information (“Confidential Information”) of the other Party
including this Contract and the terms and conditions hereof.
32.2 The foregoing covenant shall not restrict a Party from disclosing Confidential Information
to the extent required in connection with any legal proceeding(s) or required for filing
with govt. agencies, courts, tribunals stock exchanges or other regulatory agencies
under applicable laws and regulations.
32.3 The Parties shall restrict access to the Confidential Information only to its own
employees or professional advisers who need to have such access for the purposes of
performing the obligations or enforcing the rights under this Contract and who have
agreed with such party to abide by the obligations of confidentiality equivalent to those
contained herein with such party.
32.4 The Logistics Service Provider shall not without the previous written consent of the
Service Recipient advertise or, except for the performance of the Contract, make known
to third parties the fact that the Logistics Service Provider provides Services to the
Consignor. The Logistics Service Provider shall not erect any advertisement or give any
notice (except for notices required to be displayed by statute or by the Contract) on any
part of the Consignor’s premises without first applying for and obtaining the Service
Recipient’s consent.
33.0 ARBITRATION
33.1 Any dispute or difference whatsoever arising between the Parties out of or relating to the
interpretation, meaning, scope, operation or effect of this Contract or the existence,
validity, breach or anticipated breach thereof or determination and enforcement of
respective rights, obligations and liabilities of the Parties thereto shall be sought to be
amicably settled by way of mediation. If the dispute is not conclusively settled within a
period of 30 (thirty) days from the date of commencement of mediation or such further
period as the parties shall agree in writing, the dispute shall be referred to and finally
resolved by arbitration under the Arbitration and Conciliation Act, 1996 (as amended
from time to time), by an arbitral tribunal consisting of three arbitrators, out of which one
arbitrator each shall be appointed by each of the Parties respectively and the two

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arbitrators so appointed shall appoint the third arbitrator, who shall act as the presiding
arbitrator.
33.2 The language of the mediation and arbitration proceedings shall be English.
33.3 The seat and venue of arbitration shall be New Delhi, India.
33.4 The award of the arbitral tribunal shall be final and binding on the Parties.
33.5 The Parties shall continue to perform their respective obligations under the Contract
during the pendency of the arbitration proceedings except in so far as such obligation
are the subject matter of the said arbitration proceedings.
34.0 GOVERNING LAW AND JURSDICTION

34.1 This Contract and shall be governed by and interpreted in all respects in accordance
with the laws of India.
34.2 This Contract shall be subject to the exclusive jurisdiction of the courts at New Delhi,
India.
35.0 LIMITATION OF LIABILITY

35.1 Except as may be otherwise provided in this Contract, neither the Consignor nor the
Consignee shall be liable for any indirect, consequential, special, punitive, exemplary or
incidental loss or damages of any nature arising at any time from any cause whatsoever
from or relating to the LSO.
36.0 ASSIGNMENT
36.1 Neither this Contract nor any right, duty or obligation of the Logistics Service Provider
hereunder may be assigned or delegated by the Logistics Service Provider (in whole or
in part) without the prior written consent of the Consignor. The Consignor shall be entitled
to assign or otherwise transfer any of its rights or obligations under the Contract or any
part of it to any person, firm or company.
37.0 RELATIONSHIP
37.1 This Contract shall not be construed to have any purpose or intent other than for the
provision of services by the Logistics Service Provider to the Consignor on a non-
exclusive and principal to principal basis and nothing contained in this Contract shall be
deemed to create any association, partnership, joint-venture or relationship of principal
and agent or master and servant between the Parties or any affiliates or subsidiaries
thereof.

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38.0 ENTIRE CONTRACT

38.1 This Contract alongwith addendums and with all annexures, if any, constitutes the entire
Contract and the understanding between the Parties with respect to its subject matter
and overrides and supersedes all previous contracts, representations, promises,
warranty, written documents, correspondence and understanding of the parties, whether
in writing or otherwise.
38.2 Consignor shall not be bound by any printed conditions, provisions in the LSP's bid forms
or acknowledgement of Work Order, packing list and other documents which purport to
impose any condition at variance with the Contract.
39.0 AMENDMENT
39.1 This Contract may be amended, modified, renewed or extended only by a written
instrument signed by each of the Parties hereto.
40.0 WAIVER
40.1 A failure or delay in exercising any right, power or privilege in respect of this Contract
will not be presumed to operate as a waiver, and a single or partial exercise of any right,
power or privilege will not be presumed to preclude any subsequent or further exercise,
of that right, power or privilege or the exercise of any other right, power or privilege. Any
waiver of a right under this Contract shall be made in writing.
41.0 SEVERABILITY
41.1 If any clause or provision of this Contract is prohibited, invalid or unenforceable in any
jurisdiction, that provision will, as to that jurisdiction, be ineffective to the extent of the
prohibition, invalidity or unenforceability without affecting or invalidating the remaining
provisions of this Contract or affecting the validity or enforceability of that provision in
any other jurisdiction, unless it materially alters the nature or material terms of this
Contract.
42.0 COUNTERPARTS
42.1 This Contract may be executed in one or more counterparts, each of which will be
deemed to be an original Contract and all of which, when taken together, will constitute
one and the same instrument.

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43.0 NOTICES
43.1 Any notice required to be given hereunder shall be given by sending the same by Email,
facsimile, post or by hand delivery to the address of the addressee mentioned in the
LSO or to such other address as either Party may notify to the other for this purpose in
writing.
44.0 INSOLVENCY AND BANKRUPTCY

44.1 The LSP shall inform the Contractor in case of occurrence of one of the following events
or if there is substantial reason for Contractor to believe that any one of the following
events may occur:
44.1.1 LSP becomes insolvent,
44.1.2 a petition in bankruptcy is filed with respect to or by LSP,
44.1.3 opening of an official receivership procedure with respect to LSP,
44.1.4 Contractor's request for obtaining controlled administration,
44.1.5 makes an arrangement or composition with (or assignment in favour of) his
creditors,
44.1.6 agrees to carry out the Contract/ Purchase Order under a committee of inspection
of his creditors,
44.1.7 goes into liquidation,
44.1.8 has an execution/restraining order levied on his goods,
44.1.9 important changes on the Supplier’s organizational structure or Ownership which
can undermine the successful conclusion of the Works to be carried out,
44.1.10 any authority having jurisdiction takes or institutes any action or proceedings for
the dissolution or winding up of LSP or for the suspension of his operations,
45.0 WORKING HOURS

45.1 The LSP shall be responsible for performing all or any of the services detailed in and
arising out of the Contract, round the clock throughout the period of Contract, without
any additional remuneration, or whenever so required by the Head, Logistics and
Deliverables Management, LTEH, Vadodara, or any authorized officer acting on his
behalf.

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01-Apr-2024
46.0 VOLUME OF WORK

46.1 The Contractor reserves the right (a) of placing another contract simultaneously at any
time during the currency of this Contract, with any one or more contractors or appointing
some other LSP; (b) of appointing any other LSP for any services, referred to in the
Contract to meet an emergency, if Contractor (whose decision shall be final) is satisfied
that the LSP is not in a position to render specific services within the period in which
such services are required.
46.2 Mere mention of any item of work in this Contract does not, by itself, confer a right on
the LSP to demand that the work relating to all or any item here should necessarily or
exclusively be entrusted to them.
47.0 ADVERTISING
47.1 The LSP shall not without the previous written consent of the Consignor advertise or,
except for the performance of the Contract, make known to third parties the fact that the
LSP provides Services to the Consignor. The LSP shall not erect any advertisement or
give any notice (except for notices required to be displayed by statute or by the Contract)
on any part of the Consignor’s premises without first applying for and obtaining the
Consignor’s consent.
47.2 The LSP shall not exhibit any sign showing the name of the Consignor, the Consignor,
the Plant, the scope of the Contract/ Order or the name of the other LSPs without the
prior written consent of the Consignor. The LSP shall at all times obtain the prior written
approval of the Consignor before publishing press releases, advertising or photographs
of the Plant.
48.0 COMMITMENT, VALUES AND POLICIES OF THE CONSIGNOR

48.1 The LSP hereby declares that it is informed about the Consignor’s policy on anti-
corruption and anti-bribery.
48.2 Neither the LSP nor any person acting for or on behalf of the LSP shall offer, promise,
arrange for or pay, either directly or indirectly, anything of value to any government
official for the purpose of obtaining any improper advantage. All payments under the
LSO made by the Consignor to the LSP will be received by the LSP for its own account
and the LSP shall not offer, give, or promise any part of such payments, directly or
indirectly, to any government official.
48.3 Neither the LSP nor any person acting for or on behalf of the LSP shall offer, promise,
arrange for or pay, either directly or indirectly, anything of value to any employee, officer
or representative of the Consignor or of the Consignor’s client, for the purpose of
obtaining any improper advantage or benefit.

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Rev Date –
01-Apr-2024
48.4 The LSP hereby also declares that it is familiar with and understands the provisions of
the anti-bribery and anti-corruption laws of the countries in which it performs the
Services. The LSP shall not engage in any conduct that violates the provisions of the
anti-bribery and anti-corruption laws of these countries and shall abide by such
Applicable Laws while performing the Services under this Contract.
48.5 The Consignor shall have the right from time to time to audit the books and records or
the LSP, during normal business hours in order to evaluate the LSP’s compliance with
this provision. In this respect, the LSP shall cooperate and provide full and immediate
access to the Consignor and its designated representatives to the books and records of
the LSP to facilitate such audit. The LSP shall include for itself identical rights of audit in
all contracts with its sub-suppliers and subcontractors and such right shall be extendible
for the benefit of the Consignor.
49.0 ERRORS IN THE CONTRACT/ ORDER DOCUMENT

49.1 The LSP in signing the Contract/ Order acknowledges having checked the consistency
of the various Contract/ Order Documents and the absence of errors, omissions or
inconsistencies.
49.2 Should errors, omissions or inconsistencies be found during the performance of the
Works, the LSP shall immediately notify Consignor for resolution. The LSP will abide by
the interpretation given by the Consignor and will have no entitlement for a change in
the Contract/ Order Price and/or an extension of Time for Completion as a result of such
interpretation.
50.0 GOVERNING LANGUAGE

50.1 The Contract shall be written in English language as specified by the Consignor. All
literature, correspondence and other documents pertaining to the Work Order, which are
exchanged by the parties, shall be written in English language only. Any printed literature
in any other language shall only be considered only if it is accompanied by English
translation. For purpose of interpretation, English translation shall govern and be binding
on all parties.
51.0 USE OF DIGITAL SYSTEMS LIKE ILMS, SAP ARIBA

51.1 Providing information and performing required activities in the currently implemented
systems namely ILMS or other digital systems) for progress reporting, drawings and
document submission & review cycle, inspection calls & TPIA co-ordination, logistics co-
ordination, etc. as applicable as per the project requirements. Performing required
activities in SAP Ariba for P.O. Acknowledgement, Shipping notification, Invoicing, etc.

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51.2 Delay in any transaction in Ariba such as PO acknowledgement, uploading shipping or

part there of as per Consignor guidelines, uploading of invoices, etc. is to FF account.
Due to the delay in said action, if payment gets delayed, FF is not entitled for any
additional compensation/ reimbursement/ interest payment/ etc.
52.0 BILLING INSTRUCTIONS

52.1 The Billing Instructions (including Formats of Invoice, Packing List, and BL) shall be
forwarded to the LSP along with the Contract/ LSO or along with dispatch instructions.
The LSP shall prepare specimen of these documents two weeks prior to dispatch and
submit the same to Consignor for approval.
52.2 If the Billing Instructions are not strictly followed, the Consignor shall withhold the amount
payable till such time the corrected documents are submitted.
52.3 Consignor shall, as required, issue Essentiality Certificate from Sponsoring Authority to
LSP to import the Goods in India at concessional customs duty. Consignor shall provide
specific guidelines for preparing the dispatch documents so that such duty benefit can
be availed. The Freight Forwarder shall indemnify the Consignor and keep the Consignor
saved harmless from and in relation to any omission or failure by the LSP to take any
benefit of duty, cess, charges or taxes arising out of non-adherence of the Consignor’s
instructions or otherwise.
53.0 SINGLE USE PLASTIC

53.1 All single use plastic material used for vehicle, container stuffing like (air pillow, bubble
sheet, foam etc.) shall comply with Applicable Law including relevant notifications and
policies of the relevant Governments and Government and regulatory bodies, and the
Plastic Waste Management Rules, 2022.
53.2 The LSP shall also submit all required documents as asked for by Consignor in this
regard for thorough compliance.
54.0 WHISTLEBLOWING POLICY FOR VENDORS AND CHANNEL PARTNERS

54.1 As part of good Corporate Governance, L&T has a policy called “Whistleblowing Policy
for Vendors and Channel Partners”, accessible through L&T Website Home Page as:
“About L&T Group” -> “Corporate Policies” -> “Governance Policies”
Link : https://larsentoubro.com/corporate/about-lt-group/corporate-policies/

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Rev Date –
01-Apr-2024
This policy is available for reference and genuine need-based usage by all L&T’s Vendors,
either during pre-bid or during post-bid stages of interactions, under grounds covered
under the said Policy (for non-contractual grievances).
If a Vendor is found to raise any grievances with a malicious or vengeful intent or motive,
L&T will be entitled to take action against such Vendor as it may deem appropriate.
55. GRIEVANCE REDRESSAL MECHANISM (GRM) DURING POST-ORDER STAGE

55.1 “Contractual grievance” means a dispute or disagreement between the parties relating to
the interpretation , compliance and application of any term or terms of the Contract , which
may have a material or adverse impact on performance of the Contract. Contractual
grievance should be submitted in writing by the aggrieved Vendor to concerned Buyer.Any
other form of Grievance not covered in the above definition of "Contractual Grievance", is
a Non-Contractual Grievance, for which, Vendor can avail of the "Whistleblowing Policy
for Vendors and Channel Partners", by accessing
https://larsentoubro.com/corporate/about-lt-group/corporate-policies
55.2 In the event the Vendor intends to raise a Contractual Grievance, he can do so in writing
with the corresponding Buyer and work for resolution within the concerned IC
management, as per defined process, including but not limited to lodging such a grievance
through a "Grievance Request" section in the concerned Vendor Registration Portal of
that IC, wherever there is such a provision already existing. The Vendor must
attach/upload all relevant documents in support of their arguments and claims, while
posting such a grievance request. The Vendor shall have no recourse to the
“Whistleblowing Policy for Vendors and Channel Partners” for Contractual Grievances.

Revision No. 0
Rev Date –
01-Apr-2024

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GENERAL TERMS AND CONDITIONS OF

Seal/ Stamp & Date Seal/ Stamp & Date

Revision No. 0 Rev Date – 01-Apr-2024

1.0 SCOPE AND PURPOSE ............................................................................................................... 4

Revision No. 0 Rev Date – 01-Apr-2024

30.0 CHANGE IN LAW........................................................................................................................26

Page 3 of 35 Representative of Consignor Representative of LSP

1.0 SCOPE AND PURPOSE

Page 4 of 35 Representative of Consignor Representative of LSP

4.0 CONTRACT DOCUMENTS

Page 5 of 35 Representative of Consignor Representative of LSP

5.0 ACCEPTANCE/ CONTRACT CONFIRMATION

6.0 REPRESENTATIONS AND WARRANTIES OF THE TRANSPORT PROVIDER

Page 6 of 35 Representative of Consignor Representative of LSP

7.0 LOADING AND UNLOADING

Page 7 of 35 Representative of Consignor Representative of LSP

8.0 PLACEMENT OF VEHICLES

Page 8 of 35 Representative of Consignor Representative of LSP

Page 9 of 35 Representative of Consignor Representative of LSP

9.0 DELIVERY OF CONSIGNMENTS

Page 10 of 35 Representative of Consignor Representative of LSP

10.0 DOCUMENTATION AT THE TIME OF DESPATCH AND DELIVERY

11.0 Documents Related to Vehicle and Driver:

Page 11 of 35 Representative of Consignor Representative of LSP

11.2.2 Certified copy of valid Registration Certificate (RC) of the vehicle

12.0 TRANSIT TIME AND TRANSIT RISK

Page 12 of 35 Representative of Consignor Representative of LSP

13.0 SCHEDULING AND PROGRESS INFORMATION

Page 13 of 35 Representative of Consignor Representative of LSP

14.0 NO LIEN OVER CONSIGNMENTS

Page 14 of 35 Representative of Consignor Representative of LSP

16.0 PRICE, INVOICING AND PAYMENT

Page 15 of 35 Representative of Consignor Representative of LSP

Page 16 of 35 Representative of Consignor Representative of LSP

17.0 SECURITY DEPOSIT (if applicable)

18.0 RIGHT TO SET OFF

Page 17 of 35 Representative of Consignor Representative of LSP

19.0 LIQUIDATED DAMAGES

20.0 TAXES AND DUTIES

Page 18 of 35 Representative of Consignor Representative of LSP

Page 19 of 35 Representative of Consignor Representative of LSP

Agreement, including death or personal injury to its personnel, loss or damage to

22.0 RIGHTS OF CONSIGNOR

Page 20 of 35 Representative of Consignor Representative of LSP

23.0 OTHER OBLIGATIONS OF THE TRANSPORT PROVIDER

Page 21 of 35 Representative of Consignor Representative of LSP

24.0 EMPLOYEES AND PERSONNEL

Page 22 of 35 Representative of Consignor Representative of LSP

Page 23 of 35 Representative of Consignor Representative of LSP

27.0 RISK PURCHASE

Page 24 of 35 Representative of Consignor Representative of LSP

28.0 SUB CONTRACTORS

Page 25 of 35 Representative of Consignor Representative of LSP

30.0 CHANGE IN LAW

31.0 FORCE MAJEURE

Page 26 of 35 Representative of Consignor Representative of LSP

Page 27 of 35 Representative of Consignor Representative of LSP

Page 28 of 35 Representative of Consignor Representative of LSP

34.0 GOVERNING LAW AND JURSDICTION