This ROAD TRANSPORT AGREEMENT is made at ……………………..

on this ____day of _______in the

Christian Year 2017

BETWEEN

……………………….., a public limited company incorporated and registered under the laws of India
having its registered office at ………………………… and also its regional office at
…………………………………………………….. hereinafter referred to as “COMPANY” (which expression shall
unless it be repugnant to the context or meaning thereof mean and include it, its successors and
assigns) of the One Part:

1
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AND

Mr ______, aged years, sole proprietor, by nationality Indian, office at,

__________________________running the business of TRANSPORTATION in the firm, name and
style M/S.____________________ at_____________________ OR MESSRS ……………………… a
registered Partnership Firm, registered with the Registrar of Firm at ……………………., having its
registered office at ……………………………………… represented by its authorized partners, viz.

1. …………………..
2. …………………..
Hereinafter referred to as “Transporter” (which expression shall unless it be repugnant to the
context or meaning thereof mean and include all the present partners of the said firm, the partner
or partners for the time being of the said firm, the survivors or survivor of them and the heirs,
executors and administrators of the last survivor) of the Other Part.

AND WHEREAS ………………and ………………..have mutually agreed hereby to appoint Transporter as

COMPANY’s authorized Road Transporter for transportation of cement in the State(s) of Karnataka,
Kerala, Tamil Nadu, AP and the Parties are desirous of recording the terms and conditions agreed
to between them in the manner hereinafter appearing.

NOW, THEREFORE, in consideration of the mutual agreements and promises set forth herein, the
parties hereto mutually agree, declare, confirm and record as follows:-

1. ENGAGEMENT

COMPANY hereby engages the Transporter on a non-exclusive basis, on the terms and conditions
contained herein to carry and transport cement by road as and when required and as per
instructions given by COMPANY’s ……………….. Cement Plant at …………….. from origins to
destinations in the State(s) …………………. as may be specified by COMPANY. Nothing herein
contained shall prevent or prohibit COMPANY from engaging other road transporters for
transportation of cement.
The Transporter shall also have the right to get engaged by any third Party for provision of similar
services.

2. EXECUTION OF SERVICE (“Services”):

2.1 The Transporter shall, as per the instructions given by ………………….. Cement Plant at
……………………, shall deliver cement safely to the …………….. Warehouses, Dealers, Government
Parties, Consignment Stockists etc. as the case may be from origins to destinations as may be
specified by ……………., in the State(s) of …………………..

2.2 The area of operation of Transporter is subject to periodical changes depending upon the
exigencies of demand and directions issued by ………….. …………….

2.3 Transporter shall provide road worthy trucks of sufficient capacity and otherwise suitably
equipped to transport cement to multiple destinations as per requirements and instructions of
COMPANY. Transporter shall be liable for failure to follow any reasonably practical instructions of
COMPANY of which Transporter has notice and will be taken into due consideration during
performance review.

2.4 Transporter shall place sufficient number of trucks of desired truck mix and of desired
carrying capacity for loading and transportation of cement as entrusted to Transporter by ……….
….., then ………. reserves the right to transport such consignment and / or further consignments to
other transporters.

2.5 The Transporter understands that certain seasons are peak seasons and certain seasons are
dull seasons in case of cement usage. Further, during the dull seasons the placing of request for
arranging the vehicles for transportation may be lesser and during peak seasons such request may
be more, depending upon the cement usage. The Transporter shall cope up with the requirement
of trucks as indented by Company.

2.6 It shall be entirely Transporter’s responsibility to ensure that cement entrusted by ……….. is
delivered safely in good condition and correct in weight …………s Warehouses, Dealers or
Consignment Stockists. Any complaint regarding shortage, short weight, damage, loss to any
consignment of cement entrusted by Company, shall be entirely Transporter’s own responsibility
and any claim arising thereof or incidental thereto shall be settled by Transporter or shall be
recovered by ………… from the Transporter.
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2.7 Transporter shall be responsible for any cement consignment, from the time said consignment
is loaded by Transporter in the trucks at …………….’s factory ,until such time the consignment is
delivered (as evidenced from the security stamp at destination location) or tendered to …………’s
Warehouses, Dealers or Consignment Stockists. Transporter shall be responsible to supervise the
unloading of the cement tendered ………. Warehouses, Dealers or Consignment Stockists in a safe,
convenient and efficient manner.

2.8 In case of any Companyident occurring en-route or within ………..factory premises or at the
destinations specified by ……………….., Transporter alone shall be fully responsible for any
consequences arising out of such Companyident and shall be liable for any consequences thereof.
Subsequently, the Transporter would have his full support to ………… in the investigation to be
carried out henceforth related to the incident.

2.9 Transporter shall transport the cement with Companyeptable MVA speed limit, provided that
where a date and time for delivery of cement has been agreed with ……., the responsibility of
Transporter under this clause shall be to transport the cement in such a manner that the cement
is available for delivery on the date and time agreed by ………. with its customers. Further, the
Transporter shall ensure that the consignment dimensions are well within the statutory limits. Any
penalty on Companyount of violation in this regard shall solely be the liability of the Transporter.

2.10 The Transporter alone shall be responsible for any spillage and related consequences of
cement on the road while providing the Services. COMPANY shall not in any way be responsible for
any such event or consequences.

2.11 Transporter shall ensure that cement is delivered at the correct address as provided in the
delivery challan issued by ……... In case there is any unloading constraint at a location as per the
Schedule then, Transporter shall inform the concerned COMPANY Warehouse, Dealer or
Consignment Stockist with immediate effect, in order to facilitate delivery of cement at an
alternate nearest location. Transporter shall be responsible for delivering the entire quantity of
cement dispatched and submit to …………. acknowledgement copies of the delivery challans.

2.12 It is agreed by and between the Parties hereto that COMPANY’s responsibility under this
Agreement is subject to the availability of cement. If at any particular time there is a non-
availability of cement, due to any reason whatsoever including Force Majeure of which fact
COMPANY shall be the sole judge, the same shall not be construed as a breach of terms of this
Agreement on COMPANY’s part, nor would COMPANY be liable for any damages or be responsible
to make any payment for or meet any claim for non-utilization of Transporter’s Trucks.

2.13 Transporter shall obtain from the Warehouses, Dealers or Consignment Stockists a proper
receipt in triplicate , completed in all respects upon delivering cement to the said Warehouses,
Dealers or Consignment Stockists as per the instructions of COMPANY. The receipt shall promptly
be forwarded to the concerned official or representative of COMPANY. Transporter shall at its own
cost print the receipts in such format as may be approved in advance in writing by COMPANY with
such additions, alterations and subtractions as may be suggested by COMPANY.

2.14 If any other material other than COMPANY’s cement is found loaded in trucks simultaneously
when such truck(s) are engaged in transportation of cement of COMPANY, appropriate penalty as
COMPANY in its sole discretion deems fit, shall be levied and recovered from the Transporter.

2.15 Transporter shall not undertake any transhipment of cement between two or more trucks
without prior written permission of COMPANY. In case transhipment is done by Transporter
without COMPANY’s permission, a penalty as decided by COMPANY based on the quantity of
cement transhipped by the Transporter shall be levied and recovered by COMPANY from the
Transporter.

2.16 Transporter shall make proper arrangement to supervise the Services by placement of a
suitable representative at COMPANY’s Factory as well as to enable COMPANY to contact
Transporter, as and when required.
2.17 In case any Companyident takes place in connection with the execution of the Services and
there is delay in payment of compensation from the Transporter’s side as per the existing laws,
COMPANY reserves the option to pay the compensation on Transporter’s behalf and recover the
same from Transporter’s bills.

2.18 In case of any damage or unlawful activities by any person during the operation of
Transporter’s vehicles outside/inside the Factory premises, Transporter shall immediately report
the matter directly to the appropriate authorities, under advice to COMPANY.

2.19 COMPANY in no way will be held responsible for interruptions or disturbances for
Transporter’s non-fulfilment of contractual terms mentioned herein in this Agreement.
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2.20 Transporter will submit, on quarterly basis, the list of vehicles to be allotted for COMPANY
and will ensure that all vehicles plying for COMPANY will be GPS enabled. Without GPS installed in
those vehicles COMPANY will not allow the vehicles to enter into its premises. Transporter will
comply to the provisions of the agreement/ MoU on GPS installation which will be signed
separately with the transporter/ dealer.

2.21 The Vehicle placement lead time (Time elapsed between the documented request for vehicle
sent to fleet owner for vehicle and the time it reports at the parking bay measured in hours) will
be mutually decided by the Transporter and COMPANY. Vehicle transit time- Time elapsed between
the time & date of dispatch from source to time & date of reporting at destination as evidenced
from the security stamp at destination location (measured in hrs) will be mutually decided by the
Transporter and COMPANY.

3. FREIGHT RATE / SERVICE FEES:

a. COMPANY will pay to the Transporter the transportation charges (Freight) at such rates as
mutually agreed by the Parties from time to time for various destinations.
b. The Transporter is not entitled for any other charges whatsoever apart from the charges
specifically mentioned herein above.
c. The Freight as on [_______] as mutually agreed by the Parties is attached as Annexure VII as
Schedule for Transportation Freight Rates.
d. Any revision in Freight shall be mutually agreed in writing between the Parties.

4. MODE OF PAYMENT:

Based on the mutual decision on the Service fees as aforementioned the Transporter shall raise
invoices on COMPANY. Such payments shall be effected from COMPANY or as advised by COMPANY
in that behalf. Transporter shall submit Invoice for the Services provided, once in a week/ twice in
a month to COMPANY along with delivery challans duly acknowledged and certified by the
Warehouses, Dealers or Consignment Stockists confirming safe delivery of cement of correct
quantity. The payment shall be effected by concerned at COMPANY by Companyount Payee
Cheque or Electronic Bank Transfer, as the case maybe, within 30 days from the date of
submission of the Bills.

If any damages are claimed by COMPANY or if any money becomes due and payable by
Transporter to COMPANY under this Agreement or arising out of the same or incidental thereto,
then, COMPANY shall have a right to set off the same against any money which COMPANY have to
pay to Transporter under this Agreement or any other transaction or Agreement between the
parties or otherwise howsoever.

Any money to be paid to COMPANY under this Agreement or arising out of the same shall be paid
to COMPANY at COMPANY’s Sales Unit at _______or as may be instructed by COMPANY.

5. SECURITY DEPOSIT AND PERFORMANCE BANK GUARANTEE:

Transporter shall deposit a sum of Rs________ (Rupees _(in words)___only) as Security Deposit
to COMPANY at _________ in the form of (a) DD for Rs._______, and (b) a Performance Bank
Guarantee for Rs ______Lakhs to secure the performance of their obligations herein in this
Agreement, on its/their appointment as authorized Road Transporter of COMPANY. Interest will be
paid to the Transporter on such Security Deposit as per the prevailing policy of COMPANY.
COMPANY shall have the right to call for further amount as Security Deposit as COMPANY may
deem necessary. The Parties understand agree that in the event of there being at any time a
breach of any of the terms of the Agreement and/or any default on the part of Transporter,
COMPANY shall have the option recoup the loss or damage arising from the same including penalty
amounts if any, by invoking/enforcing the Bank Guarantee or the Deposit lying with COMPANY
without prejudice to COMPANY’s other rights and remedies in law arising from the said breach or
act or default.

6. TRANSPORTER’S PERSONALS:
Transporter shall take necessary insurance policy to cover his/its permanent employees and
contract labour engaged for the Services. It is agreed and understood between the Parties that the
employees, agent, transporters etc of the Transporter shall not have any privity of contract with
COMPANY. The Parties agree and understand that such personals are Transporter’s employees and
contractors and that the Transporter shall arrange to pay required compensation in case of any
Companyident occurring to Transporter’s employees / or contract labour engaged by Transporter
 5

inside / outside the factory premises of COMPANY and COMPANY shall not be responsible to either
reimburse the same to Transporter or to pay such amounts to such personals of the Transporter.

Transporter shall be responsible to issue identity cards to all its employees involved in the
provision of Services including drivers so that unauthorized persons are prevented from entering
the factory premises of COMPANY or the premises of COMPANY’s customers. Further in those
cases where electronic swipe cards are issued by COMPANY’s factory(s) to the Transporter’s truck
drivers to be used for entry to and exit from the factory premises, the same shall at all times be
carried by the truck drivers. In case of loss of the electronic swipe cards, COMPANY shall issue
duplicate electronic swipe cards to the Transporter’s truck drivers on payment of penalty as
COMPANY in its sole discretion may decide.

Further, the Transporter shall ensure that the vehicles are not parked in the working areas
anywhere in the Factory and its personals do not walk around or take rest inside the Factory other
than in the specified rest shed.

7. INDEMNITY:

Transporter shall indemnify COMPANY against any actions, proceedings, claims, fines, losses,
damages, costs, penalties, expenses, suits, injuries, demands of any person, Government or Local
Authority made on COMPANY, monetary liability on Companyount of death of any person, costs of
response to any governmental inquiry, liability for loss of or damage to property or for loss or
damage arising from attachments, liens or claims of materials, and reasonable attorney and
consulting fees and costs relating to any of the foregoing claims or in respect of or as a result of
the business operations carried on by Transporter or Transporter committing any breach of laws,
rules and regulations of the Central/State Governments or the provisions of any law including but
not limited to rules and regulations of any local, municipal or other authority or body in force from
time to time, or in consequence of any act of commission or omission or default of Transporter or
its employees, agents or authorized persons.

Any monetary loss to COMPANY due to the failure to obtain the receipts evidencing delivery of
goods transported duly completed in all respects shall be recovered from Transporters. If any
damage is caused to any property or any injury is caused to or the death occurs of any persons
due to the act or default of any persons employed by Transporter, Transporter alone shall be liable
for damages and for compensation in respect thereof and Transporter agrees to indemnify
COMPANY and to keep COMPANY indemnified and saved harmless against all losses, damages,
costs, charges, expenses and all liabilities of whatsoever nature and kind which COMPANY may
incur, sustain, suffer or be put to in consequence.

8. TERM:

This Agreement shall be operative for a period of 2 years with effect from 16th June 2016 which
may be renewed for a further period of 2 years mutually. The Parties may give the notice in
respect of such renewal in writing at least 2 calendar months before the expiry of the tenure of
this Agreement.

9. TERMINATION OF AGREEMENT:

9.1 In case of breach of terms and conditions of this Agreement by either of the Parties, the other
Party may issue a notice of 30 days to the defaulting Party, demanding it to remedy such breach.
If the defaulting Party fails to remedy the breach within the notice period then the other Party
shall have the right to terminate this Agreement with immediate effect.

9.2 Without prejudice to any other rights or remedies and notwithstanding anything contained in
the Agreement either party shall be entitled to terminate this Agreement forthwith, in the event of
the other being wound up or entering into a compromise or arrangement with its creditors or if a
distress execution or other process shall be levied upon or if a receiver shall be appointed of a
substantial part of the assets or property of the other party.

9.3 COMPANY shall be at liberty of terminating this Agreement forthwith, under any of the
conditions mentioned hereunder:-
(a) Any change in the constitution of the Transporter.
(b) If the volume of transport of cement effected by Transporter is inadequate subject to the
terms herein as well as in the opinion of COMPANY.
(c) If the loading and transportation of cement is in any way hampered, obstructed or affected
or any loss, delay or prejudice caused in the loading and transportation of cement due to
Transporter and/or Transporter’s employee’s or agent’s acts or commissions.
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(d) In case of any business exigencies both the parties shall have the right to terminate this
Agreement after giving 30 days’ notice to the other Party.

9.4 Any Party hereto may terminate this Agreement by giving a notice of 60 days to the other
Party without providing any reason for such termination.

9.5 The termination or expiration of the term of this Agreement shall not prejudice the rights of
either party against the other which may have Companyrued prior to the date of termination or
expiration.

10. EFFECTS OF TERMINATION:

On termination of this Agreement, Transporter shall cease to be an authorized Road

Transporter of COMPANY from the date when notice period expires, and:-
(a) All amounts owing from Transporter to COMPANY shall, notwithstanding prior terms of service,
become immediately due and payable and shall be paid Companyordingly without any demur.
(b) All unexecuted transportation orders shall be cancelled without liability of either party to the
other.
(c) On termination of this Agreement, Transporter shall remove or cause to remove and/or refrain
from use of any signage or material containing any trade name, logo or trade mark of COMPANY
including, but not limited to, the trade names, logos and trademarks of the Cement Products of
COMPANY and shall forthwith deliver back to COMPANY all stationery and business cards
containing COMPANY’s trademarks, trade names or logos. Transporter shall not at any time after
such termination, use or permit any such trademark, trade name or logo to be used in any
manner in connection with any business conducted by Transporter or in which Transporter may
have an interest.
(d) Neither party shall be liable to the other because of such termination for compensation,
reimbursement or damages on Companyount of the loss of future profits or anticipated sales, or
on Companyount of expenditures, investments, lease or commitments in connection with the
business or goodwill of COMPANY or Transporter or for any other reason whatsoever arising out of
such termination.
(e) Upon termination of this Agreement, Transporter shall return to COMPANY all confidential
information (without retaining copies thereof) provided for the purposes of this Agreement.

11. CONFIDENTIALITY OF INFORMATION:

● All information given by COMPANY to the Transporter pursuant to this Agreement as well
as all information about COMPANY to which the Transporter becomes privy to during the course of
its association with COMPANY shall be deemed to be “Confidential Information” for the purpose of
this Agreement.
● The Transporter agrees that the Confidential Information which has been or will be
disclosed by or on behalf of the COMPANY will be received by it in confidence and will be used only
for performance under and in Companyordance with this Agreement.

● The Transporter acknowledges and agrees that all Confidential Information constitutes
valuable, special and unique assets of the business of COMPANY. Companyordingly; the
Transporter agrees that, in the event of any breach of this clause, in addition to any other
remedies at law or in equity, COMPANY shall be entitled to equitable relief, including injunctive
relief and specific performance.

● Such confidentiality obligations shall not apply to any information which the Transporter
can demonstrate to the reasonable satisfaction of COMPANY either as (a) already available in the
public domain ;or (b) that it is already available with them from a third party without any
corresponding confidentiality obligations; or c) that it has been originally developed by them
without using the Confidential Information; or (d) which may reasonably be required for the
compliance of statutory obligations or for the purposes of legal proceedings.

● Any publicity in connection with the Agreement by the Transporter shall be subject to the
prior consent of COMPANY.

12. RELATIONSHIP OF PARTIES:

Nothing contained in the Agreement shall be construed as the engagement of Transporter as an

agent or partner of COMPANY. The relationship between the parties shall be principle to principle,
it being clearly understood that it is a “contract for services” and not a “contract of services” and
does not create and shall not be deemed to create any partnership, joint venture or a principal
agent relationship between COMPANY and Transporter. The Transporter shall not be entitled to by
act, word, deed or otherwise make any statement on behalf of COMPANY or in any manner bind
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COMPANY or hold out or represent that Transporter is representing or acting as agent or partner
of COMPANY.

13. STATUTORY COMPLIANCE:

Transporter shall observe and comply with all applicable laws, rules and regulations including but
not limited to the Central/State Governments, Municipal Authority, Local bodies or the provisions
of any law including rules and regulations of any local authority in force from time to time, which
may be applicable to Transporters and the Services. Further, it shall be Transporter’s responsibility
to ensure that all the applicable laws, rules and regulations relating to the employment of labour
as applicable from time to time including payment of Provident Fund, Employees State Insurance,
minimum wages, Gratuity and other labour benefits provided for and complied with and in the
event of the Transporter committing breach of any of the applicable laws, rules or regulations and
if due to any reason COMPANY is sought to be made liable for the same, Transporter shall
indemnify and keep COMPANY indemnified and its employees, agents and authorized persons of all
costs, charges and expenses, damages or amounts, which may be required to be incurred and
sustained by reason of any such action, claim or demands.

Transporter shall ensure the compliance of the following:-

(a) The Trucks shall be duly registered, having fitness certificate issued by RTO and shall be
road worthy.
(b) The trucks shall have valid road permits.
(c) The trucks shall be fully road tax paid.
(d) The trucks shall be insured.
(e) The drivers engaged shall be heavy vehicle driving license holders.

Further, the Transporter shall submit documentary proof in the format as set out in Annexure V
,that all the vehicles deployed by Transporter is fully insured, registered and tax paid and cleared
for provision of the Services under the relevant legislations by the relevant statutory authorities
and has authorized GPS gadgets installed and working in good condition.

Transporter is required to produce copies of valid vehicle fitness, Pollution Check Certificate or any
other statutorily required certificate issued by the authorized agencies pertaining to vehicles
operated by the Transporter to COMPANY’s officials or any other person authorized by COMPANY.

In case of any non compliance, subject to the terms herein the, Transporter alone shall be liable
for any consequences thereof.

14. FORCE MAJEURE:

Force Majeure means any unforeseen event or circumstance that is beyond the reasonable control
of either Party, which event cannot by exercise of reasonable diligence be prevented or caused to
be prevented, and which adversely affects such Party’s performance of its duties and obligations
or enjoyment of its rights under this Agreement. Neither party shall be liable for any failure or
delay on its part in performing under this Agreement if such failure or delay is due to “Force
Majeure” conditions such as nationally proclaimed strikes or other labour disturbance in the plant,
regulations or orders including restrictions imposed by the Governments which are not results of
non compliance by either Party, wars, riots, major fire, unprecedented floods, earthquakes and
other Acts of God (as defined in the Carriage Act, 1865) or of the national enemy.. The party
affected by such Force Majeure condition shall forthwith notify the other party of such Force
Majeure with documentary proof, the nature and extent thereof and shall make best efforts to
mitigate such condition. The performance under this Agreement shall be suspended for the period
during which the Force Majeure conditions continue and this Agreement may not be performed.
However, if the Force Majeure condition in question prevails for a continuous period of Thirty (30)
days, the Parties shall enter into bona-fide discussion with a view to reducing its bad effect on this
Agreement and performance thereof by such alternative arrangement as may be fair and
reasonable. The Parties shall have the option to terminate this Agreement if all alternatives as
contemplated above fail or in the event the Force Majeure continues for a period more than 30
days. .

15. ARBITRATION:

The Parties shall endeavour to settle by mutual consultation any claim, dispute, or controversy
(“Dispute”) arising out of, or in relation to the Agreement, including any Dispute with respect to
the existence or validity hereof, the interpretation hereof, the activities performed under the
Agreement, or the breach of the Agreement.
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Any Dispute which cannot be settled within Thirty (30) days of consultation as provided above,
shall be submitted to arbitration at the request of a Party (“affected Party”) upon written notice to
that effect to the other Party and such arbitration shall be conducted in Companyordance with the
rules of the Arbitration & Conciliation Act, 1996. If the Parties could not agree on appointing a
single Arbitrator then each Party shall select its own arbitrators and the two arbitrators so
appointed by the Parties shall jointly appoint the third arbitrator and this arbitration panel
comprising of three arbitrators shall be appointed.

The Parties agree that the award passed by the arbitration panel shall be final and binding upon
the Parties, and that the Parties shall not be entitled to commence or maintain any action in any
Court of Law in respect of any matter in Dispute arising from or in relation to the Agreement,
except for the enforcement of an arbitral award.

The Parties agree that the award passed by the arbitration panel shall be final and binding upon
the Parties, and that the Parties shall not be entitled to commence or maintain any action in any
Court of Law in respect of any matter in Dispute arising from or in relation to the Agreement,
except for the enforcement of an arbitral award or for seeking injunctive relief or in case of appeal
against arbitral awards passed pursuant to this Clause.

16. SAFETY:

Transporter shall observe all the safety precautions and safe practices so as to comply with all the
safety rules. Transporter shall not use any process or method which, in COMPANY’s opinion, is
likely to endanger the safety of COMPANY's property and personnel.

All persons employed by Transporter for the provision of Services including the drivers and
cleaners of the trucks shall be instructed by Transporter to observe strictly all the road safety
regulations which may be notified by COMPANY in writing from time to time, whilst they are in the
precincts of the factory of COMPANY and if any employee(s) of the Transporter commits a serious
breach or repeated breaches of any of the safety regulations, it shall be open to COMPANY to
prohibit such employee(s) from entering the precincts of the factory premises or take actions as
stated in the Consequence Management Matrix stated in Annexure III .

Transporter shall properly instruct its drivers and helpers to adopt safe driving practices such as:
a) The driver, helper ( truck crew ) possess and use all necessary Personal Protective
Equipments (PPE) for entering factory / Ware House / Godown premises
b) Restricting the speed of the vehicles to less than 15 km/hour inside the Factory premises.
c) Before crossing the railway track at COMPANY’s sidings, to stop, look at both sides of the
track and then cross the railway tracks, etc.
d) Before starting the vehicle, the driver must alight from the vehicle; inspect the area below
and around the vehicle and then move the vehicle. In case helper is available, he, by remaining on
the ground at a clear distance, would give a signal for reversing.
e) Transporter’s vehicles should never be left unattended and leave the premises after
completing loading / unloading.
f) Transporter shall ensure that the drivers without valid driving license do not drive the truck
inside / outside the plant premises
g) Under no circumstances any driver should drive the vehicle under influence of alcohol /
drugs. If found to be under the influence of same, action will be taken as mentioned in the
Consequence Management Matrix as stated in Annexure III.
h) Provide periodical training - Awareness programs are conducted for the drivers so that they
follow all safety / traffic guidelines / instructions all the time whether inside or outside plants.

Transporter shall strictly follow the Occupational Health and Safety Policy of COMPANY, OH&S
Principle and Cardinal Rules , as given in Annexure I, during his presence in the premises of
COMPANY.

The transporter will take the responsibility to ensure that all points related to Vehicle
Management, Driver Management and Journey Management as laid out in Annexure IV has to be
complied with to ensure safe practices while inside the premises of COMPANY or outside the
premises carrying any piece of evidence which can link the transporter, his employees or vehicles
to COMPANY.

17. ANTI-BRIBERY & CORRUPTION DIRECTIVES (ABCD) OF THE COMPANY:

The Transporter is aware that the Company follows the Anti-Bribery & Corruption Directives
(ABCD), which is a part of the Code of Conduct initiated by the Company to promote the highest
standards of professionalism, honesty, integrity and ethical behaviour not only within the
organization but with outsiders and third parties including Government / Govt. Agencies. The
Transporter declares and undertakes that they shall strictly follow the ABC Directive of the
company as attached in the Annexure VI.
 9

18. SEVERABILITY:

If any of the terms or provisions of this Agreement are in conflict with any applicable law or rule
or regulations, then, such terms or provisions shall be deemed inoperative to the extent that they
may conflict therewith and shall be deemed to be modified to conform to such applicable law or
rule or regulations, in harmony and consonance with the other provisions of this Agreement so
that none of them become contradictory to each other. In the event that the terms and conditions
of this Agreement are materially altered as a result of the above, the parties shall renegotiate the
terms and conditions of this Agreement to resolve any inequities.

19. AMENDMENT:

No modification or amendment or addition or alteration to this Agreement and no waiver of any of

the terms or conditions hereof shall be valid or binding unless made in writing and duly executed
by both parties.

20. NON WAIVER:

Notwithstanding any other provision of this Agreement, waiver by any party of any breach of the
terms and conditions of this Agreement shall not be considered as a waiver of any subsequent
breach of the same or any other terms and conditions of this Agreement.

21. ASSIGNMENT:

Transporter shall not assign this Agreement or any interest thereof without the prior written
approval of COMPANY. COMPANY shall be entitled to stipulate and put such terms and conditions
so as to protect its interest before giving such permission.

22. NOTICE:

All notices, report or other communications required to be given or served by either party hereto
on the other Party shall be deemed to have been given or served duly if the same is sent by
Registered Post with Acknowledgement Due or by personal delivery with acknowledgement or by
facsimile transmission with confirmation of transmission by either party to the other at its
Registered or Principal Office address given above. Either Party shall have the right to inform the
other of any alternate address at which such notices shall be received by it / them, and the same
shall be deemed to have been duly given or served if it is delivered to, left at or sent to such
alternate address of the Party.

23. SURVIVAL:

After termination or expiry of this Agreement, Clauses 5 (Security Deposit and Performance Bank
Guarantee), 7 (Indemnity), 10 (Effects of Termination) 11 (Confidentiality of Information) and 15
(Arbitration) and 22 (Notice) shall survive such termination or expiry and continue to bind the
Parties hereto.

24. THE AGREEMENT:

Each party declares that no representation or statement and no understanding or agreement has
been made or exists outside this Agreement and in entering into this Agreement and that such
party has not relied on anything done or said or on any presumption in act or in law.
(a) With respect to this Agreement or to the duration, termination or renewal of this Agreement or
with respect to the relationship between the parties other than as expressly set forth in this
Agreement; or
(b) That in any way tends to change or modify the terms of this Agreement or to prevent this
Agreement becoming effective; or
(c) That in any way affects or relates to the subject matter hereof.

The Parties hereby declare that the terms and conditions of this Agreement are reasonable, fair
and equitable and have been agreed to and Companyepted after due deliberations thereof.

This Agreement along with Annexure and the related Purchase Orders (issued purely subject to
the terms herein), embodies the entire understanding between the parties and supersedes all prior
understandings or agreements or representations, if any, made on the subject matter hereof.
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IN WITNESS WHEREOF this Agreement is executed in two counterparts on the day and year
first above written. Each Party hereto shall preserve one counterpart of the Agreement.

SIGNED AND DELIVERED for and on behalf of

(Name of RTC) , by the hand of its authorized signatory,

___________________ _________________________

in the presence of:

1.________________________ ______________________
Signature of Witness 1, (Name of Witness 1)

2. ________________________ ______________________
Signature of Witness 2, (Name of Witness 2)

SIGNED AND DELIVERED for and on behalf of

COMPANY Limited, by the hand of its authorized signatory,

___________________ _________________________

in the presence of:

1.________________________ ______________________
Signature of Witness 1, (Name of Witness 1)

2. ________________________ ______________________
Signature of Witness 2, (Name of Witness 2)
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