C & FA (CLEARING & FORWARDING AGENT) AGREEMENT This agreement is made on this.. BETWEEN PROVIXO INDIA PRIVATE LIMITED, a company incorporated under the Companies Act, 2013 having its registered office at Shree Tower II, RAA/36, 3 rd Floor, VIP, Raghunathpur, Kolkata - 700059(hereinafter referred to as `THE COMPANY') of the ONE PART and M/s.... incorporated / registered / formed under... whose details are given in the Annexure Marked A which forms an integral part of this agreement (hereinafter referred to as `THE CLEARING & FORWARDING AGENT (C&FA) of the OTHER PART. WHEREAS M/s. ABC, offered for working as clearing and forwarding Agent for and on behalf of the Company AND WHEREAS the Company has agreed to appoint M/s. ABC to be their clearing and forwarding Agent upon certain terms and conditions mutually agreed to and reduced in writing as hereinafter stated. NOW THIS AGREEMENT WITNESSETH and it is hereby agreed and declared between the parties hereto as follows:- 1. The C&FA shall work as the Company's Clearing and Forwarding Agent for the area/territory allotted to them and described in the First schedule for receiving, warehousing, safe storage, selling, dispatching and discharging other functions mentioned herein below in respect of the products & marketing by the Company (hereinafter referred to as the "said goods"). 2. The C&FA shall operate on behalf of the Company in the said zone and shall not transgress the same. 3. The C&FA shall arrange to keep and maintain to the satisfaction of the Company first class constructed one or more godowns of required measurement for storage of the Company's said goods at such place or places as may be approved by the Company. The godown(s) shall be free from dampness and water leakage and shall
be fitted with proper electricity wiring in conduit pipes and be equipped with adequate fire extinguishers. No inflammable materials shall be stored inside the godown(s) or outside within a radius of twenty yards. The godown(s) shall conform to all the requirements as per Statutory or other rules and regulations that may be applicable for the time being. 4. Unless otherwise agreed in writing, the said goods will be kept in independent godown(s) and shall not be mixed up with other goods. 5. The C&FA shall arrange for and have an office at a suitable place with telephone facility and provide for at least one table and two chair there for the authorized representatives of the Company. 6. The C&FA shall keep and maintain required number of staff and labour at their own cost and accounts to properly discharge their obligations herein to the satisfaction of the Company. 7. The C&FA shall keep and maintain in proper state and condition all the registers, books of accounts, challans, vouchers, receipts, advices, invoices/bills and all other records, papers and documents as may be required for properly and efficiently transacting the Company's said business in terms of the agreement and maintaining proper record of the same. The C&FA shall follow the Company's instructions/ advice in this respect. 8. Dispatches, Storage, Insurance and Claims: i. The Company may from time to time dispatch the said goods in such lots or numbers to the C&FA as it may deem fit and proper at its sole discretion for the purpose of storing in the said godown(s) and dealing with the same strictly as per written instructions of the Company save as otherwise stated in these present. ii. The C&FA shall receive the said goods from the carriers after proper instruction, checking and verification. If any loss, shortage, damage or deterioration of the said goods is found or detected by them they shall take delivery of the said goods only after obtaining required certificate from the carriers and inform the Company in the matter forthwith. iii. If the said goods or any part thereof are destroyed, damaged or deteriorated due to any mishap, accident or other reason while the same
are stored in their godown(s), the C&FA shall forthwith inform the Company and the Insurer concerned about the event by means of telephone and/or telegram followed by confirmatory letter. iv. The necessary insurance in respect of the said goods will be undertaken by the Company at its sole discretion. v. The C&FA shall be fully responsible for proper and safe handling, carrying and storage of the said goods and shall keep safe custody of the same on behalf of the Company till the period the said goods remain under their charge. 9. i. The C&FA shall as and when required speedily arrange for delivery and for dispatch of the said goods or any part thereof to the parties concerned strictly as per and in accordance with written instructions of the Company. ii. Without prejudice to what is stated in these presents, the C&FA shall undertake dispatches and/or effect deliveries of the said goods as per and in accordance with the procedural guidelines that may be issued in writing by the Company from time to time. iii. In case of upcountry dispatches outside the Municipal area of the city in which the office/godown of C&FA is situated, the Company will reimburse the C&FA at the rates applicable for such transportation. The said goods shall be booked showing the C&FA as Consignor and the Consignee acting on behalf of the Company. 10.. i. For all goods delivered/dispatched as above, C&FA shall prepare required delivery/dispatch challans, sale invoices, advices for and on behalf of the company and send the same to the dealers/parties concerned along with other required documents either directly or through Company's authorized representative and/or Banks for collection and will take all necessary steps in that connection. The C&FA shall print on the delivery challans/sale invoices as follows:- PROVIXO INDIA PRIVATE LIMITED. AGENT C&FA name and address
ii. The C&FA will take special care to see that required Sales tax, Octroi and other levies, if any, are duly charged in every sale invoices in all cases of registered and/or unregistered dealers/parties and arrange to obtain necessary sales tax declarations simultaneously with the payment or latest within 5 th of the following month. iii. The C&FA may ordinarily receive and accept payments in Cheque, bank drafts and pay orders. The Company may supply list of dealers/parties from whom payments in cheques may be accepted and delivery of the goods be effected. In other cases if payment is made by cheques, delivery shall not be affected until payment against cheques is received and credited to the Company account. iv. All payments by Bank Drafts/or Pay Orders shall be received in the name of the Company and the same shall be deposited in the account of the Company with the bank/s concerned at the earliest and latest within the next working day of the Bank. v. In case of any delay/negligence on the part of C&FA in depositing sale proceeds and/or negotiable instruments as stated above, the Company shall be entitled, to charge interest @ 24% per annum on the amount in question for the period of such delay and it will be without prejudice to the other rights of the Company. 11. Other obligations and Governing Factors i. The C&FA shall not make any commitment or admit any claim on behalf of the Company. All claims and/or disputes in relation to the Company's said goods will be investigated and decided upon by the accredited officers /representatives of the Company. ii. The Staff and labour employed or engaged by the C&FA for the said work shall for all material purposes be the employees of C&FA and in no circumstances shall the Company be liable for them. The C&FA hereby agrees to indemnify and hold the Company harmless against any dispute or claim of their employees.
iii. The C&FA shall follow all and every instructions/ advices that may be given to them by the Company directly or through its authorised representatives in connection with or relating to this agreement. The C&FA shall keep and maintain utmost secrecy of the Company's said business and shall promptly disclose to the Company all and every material information and particulars relating to the said business to keep the Company well posted about the event and/or dealings. iv. The C&FA shall be fully responsible and liable to compensate the Company for any loss and/or damages that the Company may suffer or incur for and on account of any negligence or failure on the part of C&FA in complying with the legal requirements and/or provisions of this agreement or any part thereof and keep the Company saved and harmless in that respect. v. The C&FA shall put up and display proper signboards as per requirement of the Company and publicly display on a board the following :- "GOODS STORED IN THIS GODOWN ARE THE PROPERTY OF M/S PROVIXO INDIA PRIVATE LIMITED. SHREE TOWER II, 3 RD FLOOR, RAA/36, VIP ROAD, RAGHUNATHPUR, KOL-700059 The C&FA shall obtain such licenses and Sales Tax Registration Certificate number in their names, Sales Tax permits, declaration certificates in required form etc. and comply with all such regulations, rules or laws in the matter as may be legally required to be observed and performed either by the Company or by themselves. The C&FA shall maintain all necessary books of accounts, records, papers and documents required for Sales Tax purposes and will prepare and file regular Sales Tax, and returns with receipted challans of Tax get the assessment completed and follow instructions of the Company in this regard. However, in case of their failure to submit Sales Tax returns and in case any amount remaining due to the Sales Tax authorities, the Company will
deduct the same from C&FA's account and pay the dues to the Sales Tax authorities. vi. The C&FA shall maintain proper and up to date account and other records of goods as per instructions of the Company and send to the Company such periodical or other statements of stocks, sales, accounts, payments, funds, cash, etc. as may be specified by the Company from time to time. The C&FA shall promptly forward to the Company all documents, papers, orders, notices, etc. addressed to the Company when received by them at their office, godown(s)/ warehouse(s), unless otherwise instructed in writing by the Company. vii. The Company shall in its absolute right be free to sell and deliver/ dispatch the said goods to the parties concerned in the zone of C&FA either directly by itself or through other agents/ representatives. 12. The property in the said goods which are entrusted to the C&FA shall vest and continue to be vested in the Company until the same are sold and delivered to the parties/dealers concerned. The C&FA shall have no lien or other rights over the said goods on any count or account whatsoever and save as stated under these presents shall have no right whatsoever to sell, transfer, pledge, hypothecate or otherwise dispose of the same or create any other encumbrance thereon. 13. The C&FA shall deposit a sum of ` 5 Lacs with the Company by way of security deposit with the execution of this agreement and shall continue to keep the same deposited during the tenure of the agreement. ii) If required Company shall have unfettered right to adjust any amount due from C&FA out of the said security deposit. 14. The C&FA shall keep the company informed at least 3 months before the expiry date in respect of any product having a life of 9 months and above. It will be the responsibility of the company to accordingly move that product to other fast moving location and fill the C&NF location with the same product in same quantity within a period of 15 days. In case of product having shorter life of 3 months, the CN&F shall keep the company updated 1 month before.
15. The C&FA shall keep the accounts and records of the said business open for inspection by the officers and authorized representatives/auditors of the Company, who shall, if so warranted, be entitled to enter the godown or godowns where the said goods are/may be stored, inspect conditions thereof, take inventory thereof, take charge of and remove the said goods and/or the account books and other records and documents or any part thereof without any let or hindrance from the C&FA and if so required by the Company the C&FA shall remain bound to handover immediately the charge of the godown(s), account books and other records and take other necessary steps to safeguard said goods and protect the Company's interest. 16. In consideration of the services to be rendered by the C&FA, the Company will pay to the C&FA commission @ 2% on the merchandise value at Distributor Price (DP) on the Billing value of goods (which will remain sale price of the said goods inclusive of excise duty and Sales Tax, other local levies of the said goods) sold/piloted through C&FA's godown(s) beside reimbursement of expenses on actual (duly certified by the Branch Head). The C&FA shall submit their bills for commission along with the details of the amount to be reimbursed by the Company. After scrutiny is completed payment will be made by the Company to the C&FA by cheque, bank drafts, etc. within four weeks of receipt of the documents. 17. The C&FA shall for the first 3 months, order goods of a minimum sum of ` 5 Lacs p.m. on execution of this agreement and there after ` 10 Lacs p.m. during the tenure of the agreement. Fourth month onwards a maximum 21 days credit of 50% will be provided on the order value (in DP) if the order value is more than 10 lacs. 18. This agreement will be deemed to have commenced from this 18 th Day of May 2016 and shall remain in force for a period of One year and be binding on both the parties, unless and until determined earlier by either of the parties by giving in the other party 25 days advance notice in writing without necessarily assigning any reason whatsoever. Notwithstanding what is stated in clause (i), if the C&FA's working is found prejudicial to the interest of the Company (of which the Company shall be
the sole judge) or if the present constitution of C&FA is changed, the Company shall have the right to terminate this agreement forthwith without notice and without assigning any reason for the same. In the event of expiry or prior termination of this agreement, all the said goods in the custody or charge of the C&FA shall be handed over by C&FA to the authorized representatives of the Company along with all moneys in hand or due from C&FA, account books, registers, records, files and all other goods and materials whatever held by C&FA on account of the Company. If there be any shortage or deficiency, C&FA shall fully compensate and/or make good the same and keep the Company saved and harmless. In the event of the failure of the C&FA to make good and/or compensate for such shortage or deficiency as aforesaid within a period of 7 days from the date of termination or expiry of this agreement, the Company reserves the right to adjust the same against any money payable by the Company to the C&FA including security deposit and also to realize the same through other legal means. 19. Dispute, if any, arising out of or in connection with this agreement shall be subject to the exclusive jurisdiction of courts at Kolkata, West Bengal in which city this agreement shall be deemed to have been executed. 20. The responsibility and obligations of the C&FA and the Company as specified hereinabove shall be deemed to be valid and in force till the period this agreement remains valid and may be altered only by specific written arrangement/agreement, save and except that procedural instructions may be given by the Company's authorized representatives in writing from time to time.
IN WITNESS WHEREOF the parties hereto have hereunto duly signed and executed these presents the day, month and year first above written. Signed by For and on behalf of the Company Signed by For and on behalf of the C&FA in the presence of Signature Name and Address of Witness Signature Name and Address of Witness
The First Schedule The C&FA shall work as the Company's Clearing & Forwarding Agent at and its area of operations shall cover the entire District of. Annexure A 1. Name of Establishment:. 2. Name of Prop. / Partners / Managing Director / Executive Director / Director:. T. L. No: VAT No:... C.S.T. No. :. PAN: CIN (IN CASE OF COMPANY INCORPORATED UNDER THE COMPANIES ACT 1956/2013) 3. (A) State:.. (B) Your Establishment town:.. 4. Date of Establishment /Incorporation:.. 5. Constitution of the entity: Prop/Partnership / Pvt. Ltd. / Public Ltd. Prop. Partnership Pvt. Ltd. Public Ltd. 6. i) Office Address with Pin Code : State :.. Pin Code :.. ii) Address of the Godown:.. 7. (a) Residential Address of the Partners / Proprietor (in case of Partnership Firm / Proprietorship firm) with Pin Code :.. State :.. Pin Code :..
b) Phone No. : ( O ).. ( R ).... Fax No. : E-mail: Website:. 8. Details of Staff : i) Sales Staff:. ii) Office Staff:.. 9. Name and Address of your Bankers:. 10. Person to be contacted in your absence (in case of partnership firm/sole proprietorship) : Name:.. Address:. Tel. No.. State: Pin Code:.. Post :... Father s/husband s name : Relation with the Applicant :. Place: Name:. Date:. (Signature with Seal of C & F Agent)