LOGISTICS / 3PL SERVICE AGREEMENT
BETWEEN
__________, __________, of __________, PAN __________ (the "Client");
AND
__________, __________, of __________, PAN __________ (the "Service Provider").
The Client and the Service Provider are each a "Party" and together the "Parties".
RECITALS
B. The Client wishes to engage the Service Provider to warehouse, manage, handle and, where this Agreement so provides, transport and distribute the goods described in Schedule I (the "Goods"), and the Service Provider has agreed to provide the Services described in Schedule I on the terms of this Agreement.
C. The Parties intend this Agreement to be a contract for services, and record in clause 3 that it does not let or license the Facility, or any part of it, to the Client.
NOW THIS AGREEMENT WITNESSES as follows.
- 1. DEFINITIONS
1.2 "Services" means the services described in Schedule I, as may be varied by written agreement of the Parties.
1.3 "Fees" means the amounts payable under clause 4 and Schedule II.
1.4 References to a statute are to that statute as amended or re-enacted, and include a statute as extended to the place where the Facility is situated. Headings do not affect interpretation. The singular includes the plural.
- 2. TERM
- 3. NO LETTING, NO OCCUPATION
3.1 This Agreement is a contract for services. It does not let, license or otherwise grant the Client occupation, possession or use of the Facility, or any specific or general part of it, and does not create a lease, tenancy, easement or other interest in immovable property in the Client's favour. The Client's rights under this Agreement are rights to have the Services performed in respect of the Goods, not rights in the Facility itself.
3.2 The Service Provider may, at its own discretion, move the Goods within the Facility, or between that Facility and another facility it operates or has the right to use, as reasonably necessary to perform the Services, on notice to the Client where the Goods are moved to a different facility.
- 4. FEES AND PAYMENT
4.7 TDS: The Client shall deduct tax at source from the Fees under Section 194C of the Income-tax Act, 1961, as a payment for carrying out work, including warehousing, handling and allied services, and not under Section 194-I of that Act, since no part of the Fees is consideration for the use of any land or building — clause 3 records that this Agreement grants no such use. The Client shall deposit the tax within the prescribed time, file the prescribed statement, and furnish the certificate of deduction to the Service Provider. Where GST is charged and shown separately on the invoice, deduction is made on the amount excluding that tax.
- 5. SCOPE OF SERVICES
5.1 The Service Provider shall provide the Services described in Schedule I, with the skill and care of a competent warehousing and logistics operator.
5.3 __________
- 6. MINIMUM VOLUME COMMITMENT
- 7. SERVICE LEVELS
7.1 The Service Provider shall meet the service levels set out in Schedule III.
- 8. TRANSPORTATION AND DISTRIBUTION
8.2 Where the Service Provider transports the Goods using its own fleet under the second option in clause 8.1, that transportation is part of the Services and governed by this Agreement, including the liability cap in clause 10. Where transportation is sub-contracted to a common carrier under the third option, that carrier's own liability, which may be governed separately by the Carriers Act, 1865 or the Carriage by Road Act, 2007, is a matter between the Client (or its consignee) and that carrier, and the Service Provider's own liability under this Agreement is limited to its reasonable care in selecting and instructing that carrier.
- 9. BAILMENT AND STANDARD OF CARE
9.1 From the time the Service Provider takes custody of any of the Goods until they are dispatched from the Facility in accordance with the Client's instructions or this Agreement, the Service Provider is a bailee of those Goods within the meaning of Section 148 of the Indian Contract Act, 1872, and the Client is the bailor.
9.2 The Service Provider shall take as much care of the Goods as a person of ordinary prudence would, under similar circumstances, take of goods of the same bulk, quality and value as the Goods, as Section 151 of that Act requires, and, in the absence of a special contract, is not responsible for loss, destruction or deterioration of the Goods if it has taken that amount of care, as Section 152 of that Act provides. Clause 10 is the special contract the Parties make instead, capping the Service Provider's liability as there stated.
9.3 The Service Provider shall not use the Goods for any purpose other than performing the Services, and shall not mix the Client's Goods with the goods of another client of the Service Provider in a manner that prevents the Client's Goods from being identified and accounted for separately.
- 10. LIABILITY AND LIABILITY CAP
10.2 The cap in clause 10.1 does not apply to loss caused by the Service Provider's wilful default, gross negligence, or fraud, or that of its employees acting in the course of their employment.
10.3 Neither Party is liable to the other for indirect or consequential loss, or for loss of profit, except in respect of sums expressly payable under this Agreement, and this clause 10.3 does not narrow the cap in clause 10.1, which governs direct loss of or damage to the Goods.
- 11. LIEN
11.1 The Service Provider has a general lien over the Goods in its custody for all Fees and other sums due to it under this Agreement, whether or not those Fees or sums relate to the specific Goods over which the lien is exercised, in addition to and not in substitution for any particular lien it would otherwise have under Section 170 of the Indian Contract Act, 1872. This is an agreed extension beyond the ordinary particular lien that section provides in the absence of a contract to the contrary.
11.2 The Service Provider shall not sell or dispose of Goods held under a lien without a court order or the Client's written consent, and the lien is a right to withhold delivery of the Goods, not a right of sale, except as a court may otherwise direct.
- 12. INVENTORY RECORDS AND CONFIDENTIALITY
12.1 The Service Provider shall maintain accurate records of the Goods received, stored, handled and dispatched, and shall make those records available to the Client under clause 7.3 and clause 7.4.
12.2 Each Party shall keep the other's business information, including the Client's sales and SKU data and the Service Provider's rates, confidential, except for disclosure to professional advisers, auditors and lenders, and where disclosure is required by law or for the enforcement of this Agreement.
- 13. PERSONAL DATA
13.1 This clause is given under the Digital Personal Data Protection Act, 2023. Where the Services involve printing or attaching a shipping label bearing the name, address or telephone number of one of the Client's own customers, that is personal data of the Client's customer, and the Service Provider processes it solely as a processor acting on the Client's instructions to fulfil that delivery, and for no other purpose, including not for its own marketing.
13.2 The Service Provider shall not retain that personal data for longer than is necessary to complete the delivery and resolve any related claim, and shall not disclose it to any person other than a carrier engaged to deliver the relevant consignment.
- 14. STAFF
14.1 The Service Provider is the employer of every person it deploys at the Facility in connection with the Services. It alone is responsible for their wages, statutory contributions, and compliance with the labour laws that apply to them, including the Contract Labour (Regulation and Abolition) Act, 1970 where applicable.
14.3 The Service Provider shall indemnify the Client against a claim by its own staff, or by a statutory authority, arising from their employment or deployment, and against a claim arising from a breach of clause 14.1.
- 15. INDEMNITY AND FORCE MAJEURE
15.1 The Client shall indemnify the Service Provider against claims, losses and reasonable legal costs arising from a defect in the Goods themselves, inaccurate information given by the Client about the Goods, or a breach by the Client of this Agreement.
15.2 The Service Provider shall indemnify the Client against claims, losses and reasonable legal costs arising from its breach of this Agreement, subject always to the cap in clause 10.
15.3 Neither Party is liable for failure to perform an obligation, other than an obligation to pay money already accrued, where the failure is caused by an event beyond its reasonable control, including fire, flood, strike or governmental action affecting the Facility generally. The affected Party shall notify the other within seven days and use reasonable efforts to resume performance, and the Service Provider shall take reasonable steps to protect the Goods already in its custody during such an event.
- 16. TERM, TERMINATION AND TRANSITION
16.2 Either Party may terminate this Agreement immediately on written notice if the other commits a material breach not remedied within thirty days of written notice, or becomes insolvent or subject to a winding-up or liquidation proceeding not withdrawn or stayed within sixty days.
16.4 The Service Provider shall not withhold co-operation under clause 16.3 as a means of enforcing the lien in clause 11 beyond withholding the Goods themselves; it shall not, for example, refuse to hand over inventory records that do not themselves constitute Goods.
- 17. STAMP DUTY AND REGISTRATION
17.2 The Article 5 figure is not stated in this Agreement because it changes from time to time and is not necessarily the same in Punjab and Chandigarh; it shall be confirmed before the stamp is purchased. The Client shall bear the stamp duty on this Agreement unless the Parties agree otherwise in writing.
17.3 This Agreement is not compulsorily registrable, for the reason stated in clause 3. The Parties may register it under Section 18 of the Registration Act, 1908, at their own option and expense.
- 18. NOTICES
- 19. DISPUTE RESOLUTION AND GOVERNING LAW
19.1 The Parties shall first attempt to resolve any dispute by discussion between their authorised representatives within thirty days of written notice of the dispute.
19.4 This Agreement is governed by the laws of India as in force at the place where the Facility is situated.
- 20. GENERAL
20.1 This Agreement, with its Schedules, is the entire agreement between the Parties about the Services, and supersedes all prior discussion and correspondence on that subject.
20.2 No amendment is effective unless made in writing and signed by both Parties.
20.3 A failure or delay in enforcing a right is not a waiver of it.
20.4 If any provision is held invalid or unenforceable, the rest of this Agreement continues in effect, and the Parties shall replace that provision with a valid one of the nearest effect.
20.5 Nothing in this Agreement creates a partnership, joint venture or agency between the Parties, and clause 3 states that it creates no tenancy.
20.6 The clauses on Bailment and Standard of Care, Liability and Liability Cap, Lien, Confidentiality, Personal Data, Stamp Duty and Registration, and Dispute Resolution survive the expiry or termination of this Agreement.
SCHEDULE I — THE FACILITY, THE GOODS AND THE SCOPE OF SERVICES
SCHEDULE II — FEES
SCHEDULE III — SERVICE LEVELS
SIGNED AND DELIVERED by the CLIENT
__________
PAN: __________
Signature: ______________________________
SIGNED AND DELIVERED by the SERVICE PROVIDER
__________
PAN: __________
Signature: ______________________________
WITNESSES