Logistics - General - Terms - and - Conditions - Adani

ADANI LOGISTICS LIMITED
GENERAL TERMS & CONDITIONS
LOGISTICS SERVICES
This document has been divided into 6 (six) Sections. The relevant Section(s) shall be
applicable as per the services selected by the Customer in the Logistics Services Agreement.
Section A provides the terms which are applicable to all Logistics Services; Section B
provides the terms applicable to the End-to-End Logistics Services; Section C provides the
terms applicable to the First Mile Connectivity; Section D provides the terms applicable to
the Last Mile Connectivity; Section E provides the terms applicable to the Rail
Transportation Services; and Section F provides the terms applicable to the Storage Services.
Version 1.1
This version cancels and supersedes any and all previous editions of Adani Logistics Limited
General Terms & Conditions for Logistics Services. Any reference in the Logistics Services
Agreement to General Terms & Conditions for Logistics Services shall be a reference to this
Version 1.1.
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TABLE OF CONTENTS
CLAUSE NO. PARTICULARS PAGE NO.
SECTION-A
1 DEFINITIONS AND INTERPRETATION 4
1.2 INTERPRETATION 7
2 TITLE OF OWNERSHIP 8
3 REPRESENTATIONS AND WARRANTIES 8
4 INSURANCE 9
4.1 ALL INSURANCE 9
4.2 CUSTOMER INSURANCE 9
5 LIEN 10
6 INDEMNITY 10
7 EVENT OF DEFAULT AND CONSEQUENCES 10
7.1 EVENT OF DEFAULT 10
7.2 CONSEQUENCES 11
8 TERM AND TERMINATION 11
9 CONFIDENTIALITY 12
10 FORCE MAJEURE 12
11 NOTICE 13
12 LIMITATION OF LIABILITY 14
13 GOVERNING LAW AND DISPUTE RESOLUTION 14
14 MISCELLANEOUS 14
14.1 AMENDMENTS 14
14.2 INDEPENDENT CONTRACTOR 14
14.3 NO THIRD PARTY BENEFICIARY 14
14.4 SUB-CONTRACTING 15
14.5 ASSIGNMENT 15
14.6 ENTIRE AGREEMENT 15
14.7 WAIVER 15
14.8 SEVERABILITY 15
14.9 COSTS 15
14.10 FURTHER ASSURANCE 16
14.11 BUSINESS ETHICS 16
14.12 COUNTERPARTS 16
14.13 AUTHORISED REPRESENTATIVES 16
14.14 SURVIVAL 16
SECTION-B END-TO-END LOGISTICS SERVICES
1 SERVICES 17
2 CONDITIONS FOR TRANSPORTATION OF CONSIGNMENT 18
2.1 TRANSPORTATION OF CONSIGNMENT 18
2.2 DELIVERY 18
2.3 LOSSES 19
3 FREIGHT CHARGES AND PAYMENT 19
SECTION-C FIRST MILE CONNECTIVITY
1 SERVICES 20
2.2 DELIVERY 21
2.3 LOSSES 22
SECTION-D LAST MILE CONNECTIVITY
1 SERVICES 23
2.2 DELIVERY 24
2.3 LOSSES 25
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SECTION-E RAIL TRANSPORTATION SERVICES
1 SERVICES 26
2.2 DELIVERY 27
2.3 LOSSES 28
SECTION-F STORAGE SERVICES
1 SERVICES 29
2 CONDITIONS FOR STORAGE OF CONSIGNMENT 29
2.1 STORAGE OF CONSIGNMENT 29
2.2 HANDOVER 30
2.3 LOSSES 31
3 STORAGE CHARGES AND PAYMENT 31
ANNEXURE-I LOGISTICS SERVICES AGREEMENT 33
ANNEXURE-II RATE CHART 39
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Section – A
(Applicable to Sections B, C, D, E and F)
1. DEFINITIONS AND INTERPRETATION
1.1 Definitions
The following capitalized terms used in the Contract Documents, together with their
respective grammatical variations and cognate expressions shall have the meanings
assigned to such terms as specified herein below (unless the context otherwise
requires):
“ALL” shall mean Adani Logistics Limited, a company validly existing under the
Companies Act, 2013 and having its registered office at Adani House, Near Mithakhali
Six Roads, Navrangpura, Ahmedabad and corporate office at Adani House, Plot No. 83,
Sector-32, Institutional Area, Gurugram-122 001, Haryana;
“Applicable Laws” means, with respect to any domestic or foreign national, federal,
regional, state, provincial, town, city, municipal or other jurisdiction, any constitutional
provision, law, statute, rule, regulation, ordinance, treaty, order, notification, decree,
judgment, decision, certificate, injunction, or conditions of any registration, license,
permit, authorization, guidelines, governmental approval, consent or requirement of any
Governmental Authority of such jurisdiction, as may be amended from time to time;
“Business Day” shall mean any day that is not a Sunday;
“Charges” means all amounts of any nature, pending, due or claimed to be due to ALL
under the Contract Documents at any time, whether liquidated or unliquidated,
including loans, disbursements, expenses, advances, storage, handling and
transportation charges (including detention and ICD charges), charges and expenses
incurred in the provision of the Logistics Services, interest charges and all other
charges and expenses of every nature, present and future, incurred by or for the account
of Customer or with respect to any Consignment or part thereof;
“Charter Documents” shall mean and include the memorandum of association, articles
of association and any other documents relevant for constitution and governance of a
company, firm or any other legal entity;
“Confidential Information” shall have the meaning ascribed to such term in Clause
9.1 of Part A of the General Terms and Conditions;
“Consignee” shall mean the person who has been denoted as recipient of the
Consignment in the Consignment Note;
“Consignment” shall mean the bulk or set of Goods handed over to ALL for delivery
to the Consignee under a Service Request;
“Consignment Note” shall mean the document issued by ALL to the Customer against
a Service Request acknowledging receipt of the Consignment;
“Container” shall mean and include, unless otherwise included, any container, vehicle,
trailer, transportable tanks and similar items, to be used by ALL to transport a
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Consignment in accordance with the Contract Documents;
“Contract Documents” means, collectively, these General Terms and Conditions, the
Logistics Services Agreement and any Service Request(s) and Consignment Note(s)
issued thereunder;
“Customer” shall mean the person, company, firm or other entity that has entered into
the Logistics Services Agreement as a Party thereto;
“Delivery ICD” shall have the meaning ascribed to the term in the Logistics Services
Agreement;
“Delivery Point” shall have the meaning ascribed to the term in the Logistics Services
Agreement;
“Effective Date” shall have the meaning ascribed to the term in the Logistics Services
Agreement;
“End-to-End Logistics Services” shall mean the transportation and handling services
to be provided by ALL for movement of a Consignment from the Loading Point to the
Delivery Point as per Section A and Section B of the General Terms and Conditions
and other Contract Documents;
“Event of Default” shall have the meaning ascribed to such term in Clause 7.1 of Part
A of the General Terms and Conditions;
“First Mile Connectivity” shall mean the transportation and handling services to be
provided by ALL for movement of a Consignment from Loading Point to Loading ICD
as per Section A and Section C of the General Terms and Conditions and other Contract
Documents;
“Force Majeure” shall have the meaning ascribed to such term in Clause 10.1 of Part
A of the General Terms and Conditions;
“General Terms and Conditions” means this document specifying the terms and
conditions applicable to the Logistics Services;
“Goods” means the goods or items to be transported and/or stored by ALL as per terms
of the Contract Documents;
“Governmental Authority” means any national, federal, regional, state, province,

town, city, municipal or other government or quasi-government, whether domestic or
foreign, or other administrative, regulatory or judicial body, or any of the foregoing
having or purporting to have jurisdiction over any matter arising from or in connection
with the Contract Documents;
“ICD” means the inland container depot;
“Indemnified Party” shall have the meaning ascribed to the term in Clause 6 of Part A
of the General Terms and Conditions;
“Invoice” shall mean the invoice raised by ALL against the Logistics Services rendered
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to the Customer under the Contract Documents;
“Last Mile Connectivity” shall mean the transportation and handling services to be
provided by ALL for the movement of a Consignment from Delivery ICD to Delivery
Point as per Section A and Section D of the General Terms and Conditions and other
Contract Documents;
“Loading ICD” shall have the meaning ascribed to the term in the Logistics Services
Agreement;
“Loading Point” shall have the meaning ascribed to the term in the Logistics Services
Agreement;
“Logistics Services” shall collectively mean and include, End-to-End Logistics

Services, First Mile Connectivity Services, Last Mile Connectivity Services, Rail
Transportation Services and Storage Services ;
“Logistics Services Agreement” shall mean the agreement executed between the
Parties as per the format attached as Annexure I and such Logistics Services Agreement
shall be deemed to be a part of the General Terms and Conditions;
“Party” shall individually refer to each of ALL and the Customer;
“Rail Receipt” shall mean the document issued to ALL by the Indian Railways as per
the relevant guidelines of Indian Railways;
“Rail Transportation Services” shall mean the transportation and handling services to
be arranged by ALL for the movement of a Consignment from Loading ICD to
Delivery ICD through Indian railway network as per Section A and Section E of the
General Terms and Conditions and other Contract Documents;
“Rakes” shall mean and include the rail rakes owned or leased by ALL and the rakes
for which rail haulage has been paid by ALL, to be used by ALL to transport a
Consignment in accordance with the Contract Documents;
“Service Request” shall mean a written request for Logistics Services raised by the
Customer for each Consignment;
“Storage Services” shall mean the transportation, handling and consignment services
to be provided by ALL for the movement of Consignment from Delivery ICD to
Delivery Point as per the terms of Section A and Section D of the General Terms and
Conditions and the Logistics Services Agreement;
“Term” shall have the meaning ascribed to the term in Clause 8.1 of the General Terms
and Conditions; and
“Vehicles” shall mean the vehicles to be used by ALL to transport a Consignment in

accordance with the Contract Documents.
1.2 Interpretation
In the Contract Documents, unless the context otherwise requires:
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(a) any reference to any statute, statutory instrument, regulation or Applicable Law
shall be construed, at the particular time, as including a reference to any
amendment, modification, extension, consolidation or re-enactment of such
statute, statutory instrument, regulation or Applicable Law thereof then in force
and to all instruments, orders or regulations thereafter in force;
(b) the singular shall include the plural and vice versa;
(c) the headings and sub-headings are inserted for convenience and ease of reference
only and are to be ignored for the purpose of construction and interpretation of
the Contract Documents;
(d) the words “include” and “including” are to be construed without limitations and
shall be deemed to be followed by “without limitation” or “but not limited to”
whether or not they are followed by such phrases. Whenever the context may
require, any pronoun shall include the corresponding masculine, feminine and
neuter forms;
(e) all references to clauses, sub-clauses and annexures are to clauses, sub-clauses
and annexures in or to the Contract Documents unless otherwise specified;
(f) for the purposes of the Contract Documents, the words and abbreviations that
have well-known technical or trade meanings used but not defined in the Contract
Documents, shall be construed in accordance with such recognized technical or
trade meanings;
(g) the words “herein,” “hereof” and “hereunder” and words of similar import when
used shall refer to the Contract Documents as a whole and not to any particular
Clause or sub-clause of the Contract Documents;
(h) the term “day” shall mean a calendar day, unless otherwise specified. If any
monetary obligation falls due on any other day than a business day, such
obligation shall be deemed to be due on the immediately next Business Day;
(i) the Parties acknowledge and agree that any rule of construction that a document
is to be construed against the drafting Party shall not be applicable to the Contract
Documents;
(j) the recitals and annexures form an integral part of the Contract Documents and
shall have the same force and effect as if expressly set out in the body of the
Contract Documents, and any reference to the Contract Documents shall include
any recitals and annexures to it;
(k) a reference to (or a specified provision of) any Contract Document is to be

construed as a reference to that Contract Document (or that provision) as it may
be amended, supplemented, novated or replaced from time to time;
(l) the index to and the headings in the Contract Documents are inserted for
convenience only and are to be ignored in construing the Contract Documents;
(m) any reference to days, months and years are to be Gregorian days, months and
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calendar years respectively;
(n) where any notice, consent or approval is to be given by either of the Parties, the
notice, consent or approval shall be given on their behalf only by any authorized
persons; and
(o) if there is any discrepancy, inconsistency, ambiguity or conflict within or between

the General Terms and Conditions and any other Contract Documents, the terms
of these General Terms and Conditions shall prevail.
2. TITLE OF OWNERSHIP
2.1 The Customer hereby agrees that it shall have and continue to have, at all times, full
and absolute title on the Goods entrusted to ALL under the Contract Documents.
2.2 Subject to the terms of the Contract Documents, ALL shall have no right, title or
interest in the Goods entrusted to them by the Customer or its authorized representative
and shall not do any act as a result of which the title of the Customer is in any way
encumbered, interfered or prejudiced.
3. REPRESENTATIONS AND WARRANTIES
3.1 Each Party represents and warrants to the other that:
(a) if it is an individual, it has the power and legal capacity to enter into the Contract
Documents and perform its obligations hereunder;
(b) if it is a company, firm or any other legal entity, it is duly incorporated or

organised (as applicable) and validly existing and in good standing under the laws
of India and has the power and legal capacity to enter into the Contract
Documents and perform its obligations hereunder;
(c) it has obtained all necessary approvals (if applicable) required to enter into the
Contract Documents and perform its obligations hereunder;
(d) the Contract Documents constitute a legal, valid and binding obligation of the
Party, enforceable against it as per its terms;
(e) the execution, delivery and performance of the Contract Documents and the
performance of obligation thereunder do not and will not (a) contravene or
conflict with, including but not limited to, its Charter Documents; (b) conflict
with or result in a breach, termination or default under, any contract, agreement or
other oral or written understanding between the Party and any person; or (c)
breach any Applicable Laws, judgment, decree, order or ruling of any court,
Governmental Authority, regulatory body to which it is a party or by which any
of its assets are bound;
(f) there are no actions, suits, proceedings or investigations commenced or, to the
best of its knowledge and belief, contemplated or threatened against it which
could in any way affect its ability to perform the obligations under the Contract
Documents;
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(g) in entering into the Contract Documents, it is acting in its own capacity or as a
clearing or customs house agent on behalf of any entity;
(h) it has and shall comply with all Applicable Laws applicable to the transactions
contemplated under the Contract Documents; and
(i) its obligations, representations and warranties under the Contract Documents are
valid and binding and are enforceable against it.
3.2 Any warranties of ALL expressly set forth in the Contract Documents are the sole
warranties made by ALL and are in lieu of all other warranties, express, implied, or
statutory, including implied warranties of merchantability, of title or non-infringement,
of fitness for a particular purpose, or arising from course of performance of Logistics
Services or dealings under the Contract Documents.
4. INSURANCE
4.1 ALL Insurance
4.1.1 ALL shall maintain, or shall cause to be maintained, at its own cost and
throughout the Term, an insurance of up to INR 5,00,000 (Indian Rupees Five
Lakhs) to cover any loss, cost, expense, liability, action, demand, claim or
proceeding in respect of bodily injury to or illness or death to a third party and or
damage to third party property.
4.1.2 ALL shall produce to the Customer, on written request, copies of insurance
policies referred to in Clause 4.1.1, confirming the existence and extent of the
cover given by such policy.
4.2 Customer Insurance
4.2.1 The Customer shall maintain, or shall cause to be maintained, throughout the
Term, a comprehensive, all risk insurance (including, but not limited to, transit,
fire, public liability insurance) to cover loss, cost and expense incurred due to
damage, destruction or loss of the Goods and/or Containers, at its own cost, with
a reputable insurer having a good credit rating, or of an equivalent reputable
nature and financial standing covering all risks which may be incurred by the
Customer. The Customer hereby waives all rights of subrogation on behalf of its
insurers for any loss or damage in excess of the liability limits set forth in the
Contract Documents.
4.2.2 The Customer shall produce to ALL copies of insurance policies referred to in
Clause 4.2.2 or other evidence confirming the existence and extent of the cover
given by such policy.
5. LIEN
5.1 The Customer represents and warrants that it either (i) is the lawful owner of the
Goods, which are not subject to any lien or security interest of others; or (ii) is the
authorized agent of the lawful owner and of any holder of a lien or security interest
(which lien or security interest is subordinated to the lien and security interest of ALL
under this Clause 5) and has full power and authority to enter into the Contract
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Documents. The Customer agrees to notify all parties acquiring any interest in the
Goods of ALL’s rights under this Clause 5.
5.2 The Customer grants to ALL a first priority general and specific lien upon and security
interest in the Goods and on the proceeds thereof for all Charges, credits or advances by
ALL and for expenses necessary for preservation and safety of the Goods.
5.3 Without prejudice to any other rights under the Contract Documents and Applicable
Laws, upon non-payment of any Charges when due and payable, ALL may obtain
satisfaction of its lien by sale of the Goods on which the lien and security interest is
held as provided under Applicable Law. In the event of a sale of the Goods, ALL shall
notify the Customer of the Charges due and payable, as well as the time, place, and
nature of the proposed sale. All proceeds from a sale of Goods shall be used to cover
the Charges due and payable to ALL, as well as any costs incurred by ALL as a result
of the sale. Any proceeds above those required to cover such amounts shall be credited
to the account of Customer. In the event such sale fails to generate sufficient proceeds
to cover the Charges and other costs, ALL retains the right to pursue other remedies to
recover the full amount due.
6. INDEMNITY
The Customer shall fully and promptly indemnify and keep fully and promptly
indemnified ALL and its representatives, contractor, sub-contractor, directors, officers,
employees, advisors and agents (or any of them) (each, an “Indemnified Party”)
against any costs (including loss, penalty, expenses, reasonable attorneys’ fee etc.),
losses, damages, injury, claims, charges, demands, opportunities, liabilities or expense
suffered or incurred by the Indemnified Party arising directly or indirectly or in whole
or in part out of a breach by the Customer of its obligations under the Contract
Documents (including tender of a Consignment by the Customer) whether or not such
costs, claims, charges, demands, losses, liabilities, damages or expenses or the
consequences of such a breach by the Customer of its obligations were foreseeable at
the Effective Date.
7. EVENT OF DEFAULT AND CONSEQUENCES
7.1 Each of the following events, acts, occurrences, or conditions shall constitute an “Event
of Default”:
(a) breach of any material terms or conditions of the Contract Documents by the
Customer;
(b) any representation, warranty or undertaking given by the Customer becoming

materially untrue, misleading or invalid in any respect during the Term;
(c) the Customer goes into liquidation or passes a resolution for voluntary winding
up or appointment of receiver or liquidator (except in case of voluntary
liquidation for the purposes of amalgamation or reconstruction) in any winding
up or insolvency proceedings initiated by any third party against the Customer,
which order is not set aside or stayed within 30 (thirty) days;
(d) any act or omission of the Customer which could reasonably be expected to have
a material adverse effect on ALL’s ability to perform its obligations hereunder;
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(e) failure of the Customer to procure and maintain during the Term, any insurance
policy, clearances, approvals, licenses and permissions required to be maintained
by the Customer to perform its obligations hereunder; or
(f) the Customer being debarred by any Governmental Authority or Judicial or

Quasi-Judicial Authority from carrying on its business or rendering it impossible
or illegal to perform the business, which bar is not set aside by the relevant
Governmental Authority within 30 (thirty) days.
7.2 Consequences
7.2.1 Upon the occurrence of an Event of Default, ALL may, at its sole discretion,
deliver upon the Customer a notice to cure the said Event of Default within a
period of 30 (thirty) days from the date of such notice. In the event the Customer
fails to cure such Event of Default within the said period, ALL shall have the
right (but not an obligation) to forthwith terminate the Contract Documents in
terms of Clause 8 hereunder.
7.2.2 Termination pursuant to Clause 7.2.1 above shall be without prejudice to any
other rights, or remedies which the non-defaulting Party may be entitled to under
Applicable Law and shall not affect any accrued rights of the non-defaulting
Party prior to the date of such termination.
8. TERM AND TERMINATION
8.1 The Logistics Services Agreement and these General Terms and Conditions shall come
into effect on and from the Effective Date, and shall remain in effect unless terminated
earlier in accordance with these General Terms and Conditions (“Term”).
8.2 Either Party may, at any time, terminate the Logistics Services Agreement by giving 30
(thirty) days’ written notice of termination to the other Party (“Termination Notice”).
8.3 In the event of termination of the Logistics Services Agreement for any reason
whatsoever, ALL shall be entitled for payment by the Customer of any Charges due and
payable under the Contract Documents, to be calculated until the date such termination
becomes effective. Notwithstanding anything to the contrary, the termination of the
Logistics Services Agreement shall not be effective until all Charges have been paid in
full by the Customer.
8.4 In the event the Customer fails to pay any or all Charges or clear the Consignment lying
in ALL’s custody within a period of 15 (fifteen) days of the date of Termination Notice,
ALL shall have a right to dispose-off such Consignment in terms of Clause 5.
9. CONFIDENTIALITY
9.1 The Customer shall keep all information received by it from ALL in relation to the
Contract Documents (including, but not limited to, all information concerning ALL’s
business transactions, technical and operational information and financial
arrangements) (the “Confidential Information”) confidential and shall not without the
prior written consent of ALL:
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(a) disclose or divulge the Confidential Information to a third party; or
(b) use the Confidential Information other than for carrying out the purposes the
Contract Documents.
9.2 The Customer agrees that Confidential Information shall at all times remain the
property of ALL.
9.3 Notwithstanding the foregoing provisions, the Customer may disclose Confidential
Information to a third party with ALL’s prior written consent, but only to the extent
such Confidential Information is:
(a) already in the public domain or becomes available to the public other than
through the act or omission of the Customer;
(b) required to be disclosed under Applicable Law or by a governmental order,

decree, regulation or rule, any order of a competent court or tribunal or by any
regulation of any stock exchange on which the shares of the Customer are listed
(if applicable), or a company which controls the Customer, are listed;
(c) disclosed to its officers, employees, directors or professional advisors, on a ‘need

to know basis’, provided that the Customer shall procure that such persons shall
undertake to treat such Confidential Information as confidential;
(d) acquired independently by the Customer from a third party source not obligated
to ALL to keep such Confidential Information confidential; or
(e) already known or already in the lawful possession of the Customer, as of the date
of the disclosure by ALL.
9.4 Upon termination of the Contract Documents, the Customer shall return the
Confidential Information to ALL within 15 days.
10. FORCE MAJEURE
10.1 ALL shall not be held liable or responsible to the Customer nor be deemed to have
defaulted under or breached the Contract Documents for failure or delay in fulfilling or
performing any term of the Contract Documents when such failure or delay is caused
by or results from causes beyond the reasonable control of ALL, including, but not
limited to, fire; floods; storms; embargoes, war or acts of war (declared or undeclared);
insurrections, riots or other civil commotions; acts of terrorism; strikes, lockouts, or
other labor disturbances; explosions; sabotage; accidents; governmental orders; change
in statutes, rules or regulations; delays by unaffiliated suppliers or carriers; shortages of
fuel, power, raw materials or components; acts of God; or acts, omissions, or delays in
acting by any governmental or military authority, or the Customer (collectively, “Force
Majeure”).
10.2 An event of Force Majeure shall not relieve ALL from any liability for an obligation
which arose before the occurrence of that event, nor does that event affect the
obligation of the Customer to pay money in a timely manner which matured prior to the
occurrence of that event.
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10.3 If ALL’s performance under the Contract Documents is prevented or delayed due to an
event of Force Majeure applicable to ALL, ALL shall, as soon as possible and in any
event within 10 (ten) days of (i) the event of Force Majeure; or (ii) becoming aware that
an event of Force Majeure is preventing, delaying or significantly disrupting the
performance of ALL’s obligations, whichever is earlier, giving full particulars of the
event of Force Majeure and the reasons of the event of Force Majeure preventing ALL
from, or delaying ALL in performing its obligations under the Contract Documents.
10.4 Upon occurrence of an event of Force Majeure, the Parties shall mutually discuss an
equitable extension of time as per the terms of the Contract Documents.
10.5 ALL shall use its reasonable efforts to mitigate the effect of the event of Force Majeure
upon performance of its obligations under the Contract Documents and shall
recommence the performance of the obligations affected thereby as soon as practicable
after cessation thereof.
10.6 If the event of Force Majeure prevents performance according to the Contract
Documents for more than 30 (thirty) consecutive days, the Contract Documents may be
terminated by either Party. In the event of such termination, the Customer shall pay to
ALL, all Charges due and payable under the Contract Documents.
11. NOTICE
11.1 Unless otherwise provided or the context warrants, any notice, request, consent,
demand or other communication required to be given or made under or in pursuance to
the Contract Documents, shall be in writing and in English language. All
letters/communications between the Parties shall either be sent by registered post,
courier, e-mail, fax, hand delivery and shall be sent at the address in Logistics Services
Agreement. Each notice, request or communication shall be deemed to be effective
against the Party it is addressed to:
(a) if delivered by air courier service, 72 (seventy two) hours after such
communication is delivered to the courier service, shipping charges paid and
properly addressed; and
(b) if given by any other means, when actually delivered at the address specified in
the Logistics Services Agreement.
11.2 Any change in the address or contact details of Party shall be communicated to the
other Party within 7 (seven) days of such change.
12. LIMITATION OF LIABILITY
12.1 In case of any direct damages arising out of or relating to the Contract Documents or
Services due to gross negligence, the liability of ALL shall be limited to the particular
Invoice amount.
12.2 ALL shall not be liable to the Customer for any indirect, special, consequential,
incidental or punitive damages, losses (including loss of profit, loss of business, loss of
goodwill and loss of opportunity) arising out of or relating to the Contract Documents
or Services, however caused and on any theory of liability, and whether the Customer
has been advised of the possibility of such damages.
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12.3 Subject to Applicable Law, the liability referred in Clause 0 above shall be the
Customer’s exclusive remedy against ALL, its affiliates and sub-contractors for any
claim or cause of action whatsoever relating to loss or destruction of or damage to the
Consignment (or part thereof) and shall apply to all claims including inventory shortage
and mysterious disappearance claims unless the Customer proves by affirmative
evidence that ALL converted the Consignment to its own use. The Customer waives
any rights to rely upon any presumption of conversion imposed by Applicable Law.
13. GOVERNING LAW AND DISPUTE RESOLUTION
The Contract Documents shall be governed by Indian law. The courts at Ahmedabad
shall have the exclusive jurisdiction over any dispute arising under the Contract
Documents.
14. MISCELLANEOUS
14.1 Amendments
Any change with respect to any provision of the Contract Documents shall only be
carried out by way of a written agreement executed by the Parties.
14.2 Independent Contractor
Nothing in the Agreement shall be construed as establishing or implying any

partnership or joint venture between the parties.
14.3 No Third Party Beneficiary
The Contract Documents shall inure to the benefit of and be binding upon the Parties
and their respective successors and permitted assigns. Nothing in the Contract
Documents, expressed or implied, is intended to confer on any person other than the
Parties, and their successors and permitted assigns, any rights, benefits, privileges,
liabilities or obligations under or by reason of the Contract Documents.
14.4 Sub-Contracting
ALL may, at its sole discretion, subcontract all or part of the Logistics Services to its
parent, affiliates or third party service providers.
14.5 Assignment
The Customer shall not have the right, power or authority to assign the Contract
Documents or any of its rights or obligations hereunder to any third party without the
prior written consent of ALL. ALL is entitled to assign or transfer its rights and/or
obligations under the Contract Documents to its affiliates and the Customer hereby
agrees to execute any deeds, documents or letters or do such other things as may be
required by ALL to give effect to or recognize any such assignment.
14.6 Entire Agreement
The Contract Documents including the annexures attached hereto and the amendments
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shall be deemed to constitute the entire agreement of the Parties and supersedes all
prior agreements and understanding of the Parties, oral and written, with respect to the
subject matter contained herein.
14.7 Waiver
The failure by either Party at any time to enforce any of its powers, remedies or rights
under the Contract Documents will not constitute a waiver of such powers, remedies or
rights or affect the Party’s rights to enforce those powers, remedies or rights at any
time. Nor does any single or partial exercise of any power, remedy or right preclude
any other or further exercise of it or the exercise of any other power, remedy or right
under the Contract Documents. No waiver shall be effective unless in writing and duly
executed by the representatives of the Parties hereto.
14.8 Severability
If any provision of the Contract Documents, is invalid or unenforceable or prohibited

by Applicable Law, it shall be treated for all purposes as severed from the Contract
Documents and ineffective to the extent of such invalidity or unenforceability, without
affecting in any way the remaining provisions hereof, which shall continue to be valid
and binding.
14.9 Costs
All costs and expenses incurred by a Party in connection with the Contract Documents,
including without limitation fees and expenses of its accountants, auditor, consultants,
legal counsel and tax advisors, shall be exclusively for the account of and shall be
borne by such Party (except as otherwise expressly provided herein).
14.10 Further Assurance
Each Party must do, sign, execute, deliver and procure that each of its employees and
agents does, signs, executes and delivers all deeds, documents, instruments and acts
reasonably required of it or them to carry out and give full effect to the Contract
Documents and the rights and obligations of the Parties under it.
14.11 Business Ethics
All activities and transactions performed by the Customer under the Contract
Documents shall be carried out in a proper and truthful manner, and any records or
documents relating to such activities and transactions shall contain a true and proper
account of the facts and circumstances pertaining thereto. The Customer represents that
no benefit, whether in cash or kind, has been or will be provided by it to any officer or
employee, or any relative or associate of any officer or employee of ALL or its
associate companies with respect to the Contract Documents.
14.12 Counterparts
The Logistics Services Agreement may be executed in two or more counterparts, each
of which shall constitute an original and all of which shall be deemed a single
agreement.
15
14.13 Authorised Representatives
Each authorised representative who executes the Contract Documents on behalf of a

Party declares that the authorised representative is duly authorised to execute the
Logistics Services Agreement and bind such Party.
14.14 Survival
The provisions of Clause 3 (Representations and Warranties), Clause 5 (Lien), Clause

9 (Confidentiality), Clause 10 (Force Majeure), Clause 11 (Notices), Clause 13
(Governing Law and Dispute Resolution), Clause 14 (Miscellaneous) and other
representations, warranties, covenants and provisions contained herein that by their
nature survive, shall survive the termination or expiration of the Contract Documents.
16
SECTION – B
(Applicable for End-to-End Logistics Services)
1. SERVICES
1.1. ALL shall provide the End-to-End Logistics Services to the Customer and transport the
Consignment as consigned by the Customer from the Loading Point to the Delivery
Point.
1.2. The Customer may request for additional services to be performed by ALL. ALL may
provide such services at its sole and absolute discretion and on the terms and conditions
that shall be separately agreed between the Parties prior to commencement of additional
services. Notwithstanding anything to the contrary, the Customer shall not submit to
ALL any Consignment containing dangerous, illegal, verminous, infested,
contaminated or condemned Goods unless it has first given to ALL, in writing, full
details of the same and obtained the written consent of ALL to submission of such a
Consignment.
1.3. For each Consignment, the Customer shall raise a Service Request at least 72 (seventy
two) hours in advance of the date on which the Consignment is required to be
transported. In the event the Customer fails to provide the complete copy of the Service
Request with correct details to ALL within the time period mentioned above, ALL shall
have no obligation to provide the End-to-End Logistics Services in relation to such
Consignment as per the timelines specified by the Customer.
1.4. ALL shall arrange the Vehicles at the Loading Point for loading of the Consignment for
transportation of the Consignment to the Loading ICD for onward loading onto the
Rakes.
1.5. ALL will issue the Consignment Note for the Consignment to the Customer once it is
loaded on the Vehicles. Each Service Request and corresponding Consignment Note
shall represent a separate transaction in itself.
1.6. Upon loading the Consignment on the rakes at the Loading ICD, ALL shall provide a
copy of the Rail Receipt for the same to the Customer on written request from
Customer.
1.7. After the Consignment reaches the Delivery ICD owned by ALL, ALL shall load the
Consignment onto the Vehicles and deliver the Consignment to the Consignee at the
Delivery Point. For avoidance of doubt, it is hereby clarified that in case the Delivery
ICD is not owned by ALL, the loading of Consignment onto the Vehicles will be
Customer’s responsibility.
1.8. For avoidance of doubt, it is hereby clarified that ALL is only required to provide the
End-to-End Logistics Services. The Customer shall be responsible for storage of the
Consignment at the Loading ICD and/or the Delivery ICD, as the case may be, unless
the Customer agrees to avail the Storage Services in accordance with the Contract
Documents.
17
2. CONDITIONS FOR TRANSPORTATION OF CONSIGNMENT
2.1. Transportation of Consignment
2.1.1. ALL shall receive and transport the Consignment tendered by the Customer or its
authorized representative in an efficient and diligent manner. ALL shall carry the
Consignment on a ‘direct delivery’ basis without any transhipment unless in case
of an accident or breakdown.
2.1.2. ALL shall be responsible for clearance of Vehicles and Rakes at check-posts and
state border entry points during the transportation of the Consignment from the
Loading Point to the Delivery Point.
2.1.3. Except the documents relating to Vehicles and Rakes, any other documents
required for the transport of the Consignment shall be the responsibility of the
Customer. Notwithstanding anything to the contrary, in no event shall ALL be
responsible to the Customer, the Consignee or any third party if the Consignment
or part of it is confiscated by the Governmental Authorities for any reason
whatsoever, except on account of improper documents of Vehicle and/or Rakes.
The Customer shall indemnify, defend and hold ALL harmless against any
claim/penalty, if any, or costs incurred by ALL on this account.
2.1.4. The Customer shall ensure that the Consignment and its packaging within which
they were packaged by the Customer shall be fit for transport without damage to
the Vehicle and the Rakes and/or to the employees, sub-contractors and/or
representatives of ALL.
2.2. Delivery
2.2.1. ALL shall take reasonable care to ensure the safe delivery of the Consignment to
the Consignee once it has issued the Consignment Note. The Consignment shall
be transported by ALL at Customer’s risk and liability.
2.2.2. ALL shall deliver the Consignment to the Delivery Point on the date specified for
delivery in the Consignment Note. Upon delivery of the Consignment, the
Customer shall be responsible to cause the Consignee to inspect the Consignment
and make a note on the Consignment Note of any damage, shortage in quantity,
etc. No dispute or claim in relation to the quantity or damage to the Consignment
shall be entertained by ALL once the Consignee has inspected the Consignment
and accepted the delivery.
2.2.3. If for any reason, solely attributable to the Customer or the Consignee, unloading
of the Consignment is not carried out at the Delivery Point and on the agreed
date, the Customer shall be liable to pay detention charges to ALL, as specified in
the Logistics Services Agreement. The Parties agree and acknowledge that
reporting of loading time and unloading time in the Consignment Note shall be
considered as final for the purposes of calculating detention charges.
2.2.4. The Customer agrees and acknowledges that ALL shall not be held responsible
for any delay in delivery due to, including but not limited to, the following
reasons, and no penalty shall be levied on or debited from ALL’s account, if:
18
(a) the Consignment is held by ALL at some place other than the Delivery
Point at the request of or for the convenience of the Customer or the
Consignee, or because the Customer or Consignee refuses or is unable to
take delivery at the Delivery Point;
(b) the Consignment (or part thereof) is confiscated or detained by any

Governmental Authorities;
(c) the Consignee or its authorized representative is unavailable at the Delivery

Point; and/or
(d) the scheduled delivery date falls on a Sunday/ non-Business Day and the
Consignment is delivered on the next Business Day.
2.3. Losses
2.3.1. ALL shall, within a reasonable period of ALL becoming aware of any loss to the
Container or Consignment, arising out of (including but not limited to) accident,
pilferage, theft, strike, riot, civil commotion, intimate the Customer and shall
provide necessary assistance to the Customer by providing documentary
evidences, available with ALL, in relation to such loss as may be required by the
Customer for lodging an insurance claim. For avoidance of any doubt, in no event
shall ALL be liable for any loss arising due to an event of Force Majeure and/or
no fault of ALL.
2.3.2. In case of any losses caused due to ALL’s negligence or default, ALL shall
provide the Customer with the details of such loss and shall provide reasonable
assistance to the Customer to claim insurance of such losses.
3. FREIGHT CHARGES AND PAYMENT
3.1. The Parties agree and acknowledge that the Charges and other payment terms shall be
as per the terms specified in the Logistics Services Agreement.
3.2. For each Consignment, ALL shall submit an Invoice for all Charges to the Customer
along with a relevant supporting document no later than 2 (Two) working days from the
date of unloading of the Consignment at the Delivery Point. The Customer shall make
the payment in advance as intimated by the ALL from time to time.
3.3. The Invoice raised shall be inclusive of all expenses for End-to-End Logistics Services
or any other actual expenses incurred by ALL in fulfilling its obligations under the
Contract Documents. Goods and services tax, freight or any other charges or taxes as
applicable on the day of invoicing shall be extra and borne by the Customer and all
applicable taxes required to be deducted at source shall be deducted by the Customer at
the time of payment of any such Invoice.
19
SECTION – C
(Applicable to First Mile Connectivity)
1. SERVICES
1.1. ALL shall provide the First Mile Connectivity Services to the Customer and transport
the Consignment as consigned by the Customer from the Loading Point to the Loading
ICD.
1.2. The Customer may request for additional services to be provided by ALL. ALL may
Consignment.
have no obligation to provide the End-to-End Logistics Services in relation to such
1.4. ALL shall arrange the Vehicles at the Loading Point for loading of the Consignment for
transportation of the Consignment to the Loading ICD for onward loading onto the
Rakes.
1.6. After the Consignment reaches the Loading ICD owned by ALL, ALL shall unload and
deliver the Consignment to the Consignee at the Loading ICD. For avoidance of doubt,
it is hereby clarified that in case the Loading ICD is not owned by ALL, the unloading
of Consignment onto the Vehicles will be Customer’s responsibility.
First Mile Connectivity Services. The Customer shall be responsible for transportation
of the Consignment from the Loading ICD to the Delivery ICD and from the Delivery
ICD to the Delivery Point and for storage of the Consignment at the Loading ICD
and/or the Delivery ICD, as the case may be, unless the Customer agrees to avail, and
ALL agrees to render, such Rail Transportation Services, the Last Mile Connectivity
Services and/or the Storage Services in accordance with the Contract Documents.
20
Consignment by road on a ‘direct delivery’ basis without any transhipment.
2.1.2. ALL shall be responsible for clearance of Vehicles at check-posts and state
border entry points during the transportation of the Consignment from the
Loading Point to the Loading ICD.
2.1.3. Except the documents relating to Vehicles and Rake, any other documents
required for the transport of the Consignment shall be the responsibility of the
Customer. Notwithstanding anything to the contrary, in no event shall ALL be
responsible to the Customer, the Consignee or any third party if the Consignment
or part of it are confiscated by the Governmental Authorities for any reason
whatsoever, except on account of improper documents of Vehicles and/or Rakes.
The Customer shall indemnify, defend and hold ALL harmless against any
claim/penalty, if any, or costs incurred by ALL on this account.
the Vehicle and/or to the employees, sub-contractors and/or representatives of
ALL.
2.2. Delivery
2.2.2. ALL shall deliver the Consignment to the Loading ICD on the date specified for
of the Consignment is not carried out at the Loading ICD and on the agreed date,
the Customer shall be liable to pay detention charges to ALL, as specified in the
Logistics Services Agreement. The Parties agree and acknowledge that reporting
of loading time and unloading time in the Consignment Note shall be considered
as final for the purposes of calculating detention charges.
(a) the Consignment is held by ALL at some place other than the Loading ICD
at the request of or for the convenience of the Customer or the Consignee,
or because the Customer or Consignee refuses or is unable to take delivery
at the Loading ICD;
21
(c) the Consignee or its authorized representative is unavailable at the Loading

ICD; and/or
2.3. Losses
no fault of ALL.
along with relevant supporting documents no later than 2 (two) working days from the
date of unloading of the Consignment at the Loading ICD. The Customer shall make
3.3. The Invoice raised shall be inclusive of all expenses for First Mile Connectivity
Services or any other actual expenses incurred by ALL in fulfilling its obligations under
the Contract Documents. Goods and services tax, freight or any other charges or taxes
as applicable on the day of invoicing shall be extra and borne by the Customer and all
[The remainder of the page has intentionally been left blank]
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SECTION – D
(Applicable to Last Mile Connectivity)
1. SERVICES
1.1. ALL shall provide the Last Mile Connectivity Services to the Customer and transport
the Consignment as consigned by the Customer from the Delivery ICD to the Delivery
Point.
Consignment.
have no obligation to provide the Last Mile Connectivity Services in relation to such
1.5. After the Consignment reaches the Delivery Point, ALL shall deliver the Consignment
to the Consignee at the Delivery Point.
Last Mile Connectivity Services. The Customer shall be responsible for transportation
of the Consignment from the Loading Point to the Loading ICD and from the Loading
ICD to the Delivery ICD and for storage of the Consignment at the Loading ICD and/or
the Delivery ICD, as the case may be, unless the Customer agrees to avail, and ALL
agrees to render, the First Mile Connectivity Services, the Rail Transportation Services
and/or the Storage Services in accordance with the Contract Documents.
Consignment on a ‘direct delivery’ basis without any transhipment.
2.1.2. ALL shall be responsible for clearance of Vehicles at check-posts and state
border entry points during the transportation of the Consignment from the
23
Delivery ICD to the Delivery Point.
2.1.3. Except the documents relating to the Vehicles, any other documents required for
the transportation of the Consignment shall be the responsibility of the Customer.
Notwithstanding anything to the contrary, in no event shall ALL be responsible to
the Customer, the Consignee or any third party if the Consignment or part of it
are confiscated by the Governmental Authorities for any reason whatsoever,
except on account of improper documents of Vehicles. The Customer shall
indemnify, defend and hold ALL harmless against any claim/penalty, if any, or
costs incurred by ALL on this account.
the Vehicle and/or to the employees, sub-contractors and/or representatives of
ALL.
2.2. Delivery
2.2.2. ALL shall deliver the Consignment to the Delivery Point on the date specified for
of the Consignment is not carried out at the Delivery Point and on the agreed
date, the Customer shall be liable to pay detention charges to ALL, as specified in
the Logistics Services Agreement. The Parties agree and acknowledge that
reporting of loading time and unloading time in the Consignment Note shall be
considered as final for the purposes of calculating detention charges.
(a) the Consignment is held by ALL at some place other than the Delivery
Point at the request of or for the convenience of the Customer or the
Consignee, or because the Customer or Consignee refuses or is unable to
take delivery at the Delivery Point;


Point; and/or
24
2.3. Losses
no fault of ALL.
along with relevant supporting documents no later than 2 (Two) working days from the
date of unloading of the Consignment at the Delivery Point. The Customer shall make
3.3. The Invoice raised shall be inclusive of all expenses for Last Mile Connectivity
Services or any other actual expenses incurred by ALL in fulfilling its obligations under
the Contract Documents. Goods and services tax, freight or any other charges or taxes
as applicable on the day of invoicing shall be extra and borne by the Customer and all
25
SECTION – E
(Applicable for Rail Transportation Services)
1. SERVICES
1.1. ALL shall provide Rail Transportation Services to the Customer and transport the
Consignment as consigned by the Customer from the Loading ICD to the Delivery
ICD.
Consignment.
have no obligation to provide the Rail Transportation Services in relation to such
1.4. Upon loading the Consignment on the Rakes at the Loading ICD, ALL shall provide a
copy of the Rail Receipt for the same to the Customer.
1.5. After the Consignment reaches the Delivery ICD owned by ALL, ALL shall unload and
deliver the Consignment to the Consignee at the Delivery ICD.
Rail Transportation Services. The Customer shall be responsible for transportation of
the Consignment from the Loading Point to the Loading ICD and from the Delivery
ICD to the Delivery Point and for storage of the Consignment at the Loading ICD
and/or the Delivery ICD, as the case may be, unless the Customer agrees to avail, and
ALL agrees to render, the First Mile Connectivity Services, the Last Mile Connectivity
Services and/or the Storage Services in accordance with the Contract Documents.
Consignment on a ‘direct delivery’ basis without any transhipment.
2.1.2. ALL shall be responsible for clearance of Rakes at check-posts and state border
entry points during the transportation of the Consignment from the Loading ICD
to the Delivery ICD.
26
2.1.3. Except the Documents relating to the Rakes, any other documents required for the
transportation of the Consignment shall be the responsibility of the Customer.
Notwithstanding anything to the contrary, in no event shall ALL be responsible to
the Customer, the Consignee or any third party if the Consignment or part of it
are confiscated by the Governmental Authorities for any reason whatsoever,
except on account of improper documents of Rakes. The Customer shall
indemnify, defend and hold ALL harmless against any claim/penalty, if any, or
costs incurred by ALL on this account.
the Vehicle and the Rakes and/or to the employees, sub-contractors and/or
representatives of ALL.
2.2. Delivery
2.2.1. ALL shall take reasonable care to ensure safe delivery of the Consignment to the
Consignee once it has issued the Consignment Note. The Consignment shall be
transported by ALL at Customer’s risk and liability.
2.2.2. ALL shall deliver the Consignment to the Delivery ICD on the date specified for
of the Consignment is not carried out at the Delivery ICD and on the agreed date,
the Customer shall be liable to pay detention charges to ALL, as specified in the
Logistics Services Agreement. The Parties agree and acknowledge that reporting
of loading time and unloading time in the Consignment Note shall be considered
as final for the purposes of calculating detention charges.
(a) the Consignment is held by ALL at some place other than the Delivery ICD
at the request of or for the convenience of the Customer or the Consignee,
or because the Customer or Consignee refuses or is unable to take delivery
at the Delivery ICD;


ICD; and/or
27
2.3. Losses
no fault of ALL.
along with a relevant supporting document no later than 2 (Two) working days from the
date of unloading of the Consignment at the Delivery ICD. The Customer shall make
3.3. The Invoice raised shall be inclusive of all expenses for Rail Transportation Services or
any other actual expenses incurred by ALL in fulfilling its obligations under the
28
SECTION – F
(Applicable for Storage Services)
1. SERVICES
1.1. ALL shall provide the Storage Services to the Customer at the Loading ICD and/or
Delivery ICD, as the case may be, for the Consignment consigned by the Customer.
services.
two) hours in advance of the date on which the Consignment is required to be stored.
The Service Request, inter alia, provide description and quantity of Goods and the
period for which the Storage Services are required. In the event the Customer fails to
provide the complete copy of the Service Request with correct details to ALL within
the time period mentioned above, ALL shall have no obligation to provide the Storage
Services in relation to such Consignment as per the timelines specified by the
Customer.
1.4. After the Consignment reaches the Loading ICD or the Delivery ICD, as the case may
be, ALL issued a Consignment Note for the same to the Customer.
1.5. Any Consignment stored pursuant to the Logistics Services Agreement shall be stored
at ALL’s discretion in any one or more buildings at the ICD complex identified in the
Logistics Services Agreement. The identification of any specific location within the
warehouse complex does not constitute a representation that the Consignment shall be
stored there.
Storage Services. The Customer shall be responsible for transportation of the
Consignment from the Loading Point to the Loading ICD and from the Delivery ICD to
the Delivery Point, as the case may be, unless the Customer agrees to avail, and ALL
agrees to render, such First Mile Connectivity Services, Rail Transportation Services
and/or the Last Mile Connectivity Services in accordance with the Contract
Documents..
2. CONDITIONS FOR STORAGE OF CONSIGNMENT
2.1. Storage of Consignment
2.1.1. All Consignments tendered for storage or handling shall be delivered by the
Customer at Loading ICD or the Delivery ICD, as the case may be, properly
marked and packed for handling as reasonably determined by ALL. ALL shall
store and deliver a Consignment in the packages in which they were originally
received.
2.1.2. ALL shall take reasonable care to ensure the safe storage of the Consignment
once it has issued the Consignment Note. The Consignment shall be stored by
29
ALL at Customer’s risk and liability.
2.1.3. Unless otherwise specifically indicated in the Logistics Services Agreement, the
Customer shall furnish, at or prior to tender of the Consignment, a manifest
showing marks, brands or sizes to be kept and accounted for separately and, if to
be stored, the class of storage desired. If such information is not specifically
indicated in either the Logistics Services Agreement or such manifest, ALL may
commingle and store the Consignment in bulk or assorted lots and in a class of
storage at the discretion of ALL and charges for such storage will be made at then
applicable rates as set forth in the Logistics Services Agreement. ALL shall not
be responsible for segregating the Consignment by production code date or
otherwise unless specifically agreed to in writing.
2.1.4. The Customer warrants that the Consignment tendered for storage or handling do
not contain dangerous, illegal, verminous, infested, contaminated or condemned
Goods and that the Goods do not now and will not in the future present or
constitute a danger to ALL, its affiliates or its employees, to other products or to
the ICD.
2.1.5. If, in the opinion of ALL, the Consignment is about to deteriorate or decline in
value to less than the amount of ALL’s lien under the Contract Documents, or
there is a threat of damage to the Consignment, to other property, to the ICD, or
to persons, ALL may provide a 24 (twenty four) hours’ notice to the Customer to
immediately remove the Consignment. All Charges relating to the Consignment
to be removed shall be paid prior to removal. If such Consignment is not so
removed and said charges paid, ALL may sell the Consignment as provided by
Applicable Law and shall be entitled to exercise any other rights it has under
Applicable Law with respect to such Consignment.
2.1.6. If, in the opinion of ALL, the Consignment may constitute a hazard to other
property or to the ICD or to persons, ALL may, without any prior notice to the
Customer, remove such Consignment and sell or dispose-off it as permitted by
Applicable Law without any liability to the Customer. All charges related to such
removal, sale and disposition shall be paid by Customer.
2.2. Handover
2.2.1. ALL shall handover/ deliver the Consignment to the Consignee at the Loading
ICD or the Delivery ICD, as the case may be, on the date specified for delivery in
the Consignment Note. Upon delivery of the Consignment, the Customer shall be
responsible to cause the Consignee to inspect the Consignment and make a note
on the Consignment Note of any damage, shortage in quantity, etc. No dispute or
claim in relation to the quantity or damage to the Consignment shall be
entertained by ALL once the Consignee has inspected the Consignment and
accepted the delivery.
2.2.2. If for any reason, solely attributable to the Customer or the Consignee, delivery of
the Consignment is not carried out at the Loading ICD or the Delivery ICD, as the
case may be, and on the agreed date, the Customer shall be liable to pay detention
charges to ALL, as specified in the Logistics Services Agreement. The Parties
agree and acknowledge that reporting of delivery time and date in the
Consignment Note shall be considered as final for the purposes of calculating
detention charges.
30
(a) the Consignment is held by ALL at some place other than the ICD at the
request of or for the convenience of the Customer or the Consignee, or
because the Customer or Consignee refuses or is unable to take delivery at
the relevant ICD;

(c) the Consignee or its authorized representative is unavailable at the relevant

ICD; and/or
2.3. Losses
no fault of ALL.
3. STORAGE CHARGES AND PAYMENT
3.2. [All Consignments are stored on a month-to-month basis, unless otherwise agreed in
writing. Unless otherwise agreed in writing, all Consignments stored at any ICD owned
or leased by ALL or its affiliates will be stored on either a split month basis or
anniversary date basis in accordance with the custom and practice at such ICD. If stored
on a split month basis, a full month’s storage charge will apply on all Consignments
received between the first and 15th, inclusive, of a calendar month, one-half month’s
storage charge will apply on all Consignments received between the 16th and the last
day, inclusive, of a calendar month, and a full month’s storage charge will apply to all
Consignments in storage on the first day of the next and succeeding calendar months. If
stored on an anniversary date basis, a full month’s storage charge will apply for each
storage month during which any Goods of a Consignment are in storage.]
3.3. ALL shall submit an Invoice on monthly basis on 2nd day of the month for the previous
31
months. . The Customer shall make the payment in advance as intimated by the ALL
from time to time and the same will be adjusted with the monthly billing.
3.4. The Invoice raised shall be inclusive of all expenses for End-to-End Logistics Services
or any other actual expenses incurred by ALL in fulfilling its obligations under the
32
ANNEXURE – I
Logistics Services Agreement
LOGISTICS SERVICES AGREEMENT
Customer Reference No. ________________________ Date: ___________________
Date of Agreement
Effective Date of Agreement
Term of Agreement
Place of Execution
Name of the Company Adani Logistics Limited (“ALL”)
Address of the Company Registered Office: Adani House, Near Mithakhali Six
Roads, Navrangpura, Ahmedabad
Corporate Office: Adani House, Plot No. 83, Sector-

32, Institutional Area, Gurugram-122 001
Name of the Customer
Address of the Customer
Permanent Account Number of the

Customer
E-mail Address of the Customer
Contact Number of the Customer
Name, Address and Contact Number of

the Representative of the Customer /
Authorised Representative
Services
First Mile Connectivity
Last Mile Connectivity
Rail Logistics Services
End-to-End Logistics Services
Storage Services
(please insert “Yes” for the selected services)
Customer: ___________________________ ALL: ______________________________

(sign here) (sign here)
33
NOW THEREFORE, in consideration of the mutual covenants, undertakings and conditions set
forth below, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree
as follows:
1. General Terms & Conditions for Logistics Services
1.1. The Customer agrees to abide by General Terms and Conditions for Logistics Services
(available on www.adanilogistics.com) and the General Terms and Conditions shall be deemed
as a part of the Agreement.
1.2. This Agreement is a part of the Contract Documents and the Contract Documents shall
constitute the entire agreement of the Parties and supersede all prior agreements and
understanding of the Parties, oral and written, with respect to the subject matter contained
herein.
1.3. If there is any discrepancy, inconsistency, ambiguity or conflict within or between the General
Terms and Conditions and/or any other Contract Document etc., the terms of the General Terms
and Conditions shall prevail.
1.4. The terms used herein but not defined shall have the meaning ascribed to such terms in the
General Terms and Conditions.
2. Documents
2.1. The Customer shall comply with all the applicable laws, rules, regulations, formalities and
requirements of documentation for movement and storing of the Goods and Containers.
2.2. All documentation for the movement and storing of the Goods and Containers will be provided
by the Customer well in time for dispatch of the Consignment from the Loading Point.
3. Containers
3.1. Each Container after loading will be sealed by Customer at the Loading Point by using ALL’s
or Customer’s seal. ALL will not be held liable for any shortages, leakage or damage to Goods
if the seal is intact at Delivery Point.
3.2. In case a Consignment with intact seal is delivered at the Delivery Point, it will be conclusive
evidence that ALL has complied with its responsibility fully and same will never be disputed
by the Customer at later stage.
3.3. Any charges relating to shifting of container shall be on Customer’s Account as per the General
Tariff unless otherwise agreed.
3.4. In case of a Consignment received without seal at destination, the Customer must inform
respective ICD operation staff before the Consignment is unloaded. A joint inspection must
precede unloading of the Consignment for any claim to be entertained.
3.5. Any loss / damage to container during unloading / loading / handling / Transportation by
Customer or any loss or damage to Vehicle or Rake because of wrong / improper stuffing or de-
stuffing of Goods shall be on Customer’s Account and the Customer shall be liable to pay
damages to the ALL determined by a valuer appointed by ALL.
Customer: ___________________________ ALL: ______________________________

34
4. Weight
4.1. The Customer shall adhere to the safe weight limit of a Vehicle or Rake, as the case may be.
4.2. No Container shall be loaded beyond the gross weight of the Vehicle or Rake, as the case may
be. Any over loading shall attract penalty of INR 5000/- (Indian Rupee Five Thousand) per
metric ton and shall be debited to the Customer immediately.
4.3. The Customer shall be liable to pay penalty charged by Indian Railways in case of mis-
declaration in Goods weight or Goods type.
4.4. Any damage / loss / liability to ALL as result of excess weight will be recovered from the
Customer.
4.5. Any penalties/ levies in form of challan etc. imposed by any government or statutory authorities
because of excess weight shall be exclusive responsibility of the Customer.
5. Rates and Charges
5.1. The rates shall be as per the Rate Chart annexed as Annexure I herewith.
5.2. Any port or via movement charges will be on Customer’s account.
5.3. The Rate Chart shall be subject to amendment at ALL’s sole discretion and for any reason
whatsoever, including but not limited to, increase in fuel rates, market conditions, changes in
routes, revision in haulage rates by Indian railways and/or negotiation between the Parties. In
the event of any amendment to the Rate Chart, ALL shall share the amended Rate Chart with
the Customer (duly executed by its authorized representative or through Email) which shall be
deemed to be accepted by the Customer if no protest is raised against the amended Rate Chart
within 2 (two) Business Days of its receipt.
5.4. The fuel rate shall be monitored on a monthly basis and any resultant increase in fuel rates will
be considered from corresponding next week.
5.5. For every x% increase in the fuel rate, there shall be corresponding x% increase in the freight
rate.
5.6. The rates are exclusive of all Taxes and Duties, loading, unloading, hamali charges and
expenses paid to any labour union at the Loading Point or Unloading Point and any other
charges applicable to the transactions herein. Terminal tax, octroi and other taxes and charges
shall be reimbursed at actual on submission of original receipts.
5.7. In case of movement of Goods and Containers at Customer request from rail to road, the
calculation of difference in the cost and risk associated with such movement will be on
Customer’s account.
5.8. The Detention Charges shall be levied and calculated as per the provisions of General Terms
and Conditions.
6. Invoice
6.1. The Invoice shall be delivered to the abovementioned address of the Customer as per
Annexure-I from the date of unloading of Goods at the Delivery Point.
Customer: ___________________________ ALL: ______________________________

35
6.2. Discrepancies in Invoices/ debit notes are to be informed and reconciled within 15 (fifteen)
Business days of receipt. No claim will be entertained thereafter.
6.3. The Customer shall pay the Invoice amount and/or any payment due (without any demur or
protest) as per Annexure-I from date of receipt of Invoice or payment demand.
6.4. Any payment beyond the mentioned time periods shall attract an interest of 18% (eighteen
percent) per annum calculated at pro rata basis.
6.5. Volume discount bills, if any, agreed by ALL, may be raised by the Customer within 30 (thirty)
days of movement of Goods. No volume discount bill will be entrained after the expiry of the
abovementioned period. Further the volume discount, if any, shall be paid to the Customer only
after fulfilling its minimum quantity commitment and on time payments of the bills.
6.6. The Customer shall make payment in favour of “Adani Logistics Limited” by way of NEFT/
RTGS or cheque as per below bank account details. Further, on transfer of funds, the Customer
shall provide a payment advice to ALL simultaneously including the reference of Invoice.
Beneficiary Account number 10922320000193

Beneficiary Bank Name HDFC Bank Limited
Beneficiary Bank IFSC Code HDFC0001092
Beneficiary Bank Branch Address B-88, Bhishm Pitamah Marg, Defense Colony, New
Delhi -110024
7. Lien
7.1. ALL shall have general and specific lien over the Goods and Containers, including but not
limited to, a right to withhold the Consignment entrusted by the Customer for logistics services
against any amount due to it towards any service rendered or proposed to be rendered by ALL.
8. Loss and Liability
8.1. ALL is only acting as a facilitator to the Customer for Logistics Services and shall not be
responsible for or liable to the Customer for:
(a) any consequential or indirect loss or damage;

(b) loss of profit, revenue, savings, demurrage, ground rent, port congestion charge or
terminal congestion charge or detention;
(c) missed / delay Rail or Road movement or vessel or contracts;
(d) any claims in contract, tort or otherwise, including any death, personal injury, damage or
loss, in relation to the use of any ICD and/or any Logistics Services;
(e) any loss / damage to the Goods during road transit for any reason whatsoever, including,
but not limited to, theft, delay, accident, act of God, force majeure etc.;
(f) any loss/ damage to the Goods during storage due to force majeure; and/or
(g) injury to goodwill or reputation, or delay howsoever caused.
8.2. The Customer shall have to establish gross negligence on part of ALL before registering any
claim under this Agreement or otherwise.
8.3. In case of any loss / damage to a Container in ALL’s custody, the maximum liability of ALL
shall be limited to the depreciated value of the Container or the actual cost of the repair,
Customer: ___________________________ ALL: ______________________________

36
whichever is lower. Provided, under no circumstances, the depreciated value of the
Consignment shall not exceed the following amounts:
(a) In the case of any 20', 20’HC Container: depreciated value of the Container or INR
25,000/- (Indian Rupees Twenty Five Thousand Only) ,whichever is lower;
(b) In the case of any Container of more than 40', 40 HC Container: depreciated value of the
Container or INR 45,000/- (Indian Rupees Forty Five Thousand Only), whichever is
lower; and
(c) Any other container not specified herein: the depreciated value of the Container or INR
75,000/- (Indian Rupees Seventy Five Thousand Only), whichever is lower.
8.4. In case of any loss / damage to the Goods during rail movement, the maximum liability of ALL
under the Contract Documents shall be limited to the amount of claim received from Indian
Railways.
8.5. Notwithstanding anything to the contrary, the maximum liability of ALL due to gross
negligence of ALL shall be limited to an amount calculated @ 1 Special Drawing Rate (SDR)
per Kg / Lt. of the Consignment value declared on the Invoice or INR 5,00,000/- (Indian
Rupees Five Lacs Only), whichever is lower. Further, the maximum aggregate liability of ALL
to the Customer in any calendar year regardless of the cause of such claim shall in no
circumstances exceed INR 5,00,000/- (Indian Rupees Lacs Only).
9. Insurance
9.1. The Goods and Containers are carried by ALL are at Customer’s risk and the insurance of the
Goods along with the Container will be on Customer’s account and the Customer’s shall take
“All Risk Insurance Cover” with waiver of subrogation clause as to any insurer’s action against
ALL, its employees, agents and representatives etc.
9.2. Where any claim of ALL relates to a claim by any third party against the Customer, at the
request of ALL and at ALL’s cost, the Customer will cooperate with ALL or its insurers, in the
defense, settlement and/or counter claim. ALL shall not be liable for any claims which are time
barred as per applicable laws of India.
10. Termination
Either Party may, at any time, terminate this Agreement for its convenience by giving [30
(thirty)] days’ written notice of termination to the other Party without assigning any reason.
11. Governing Law and Jurisdiction
The Agreement shall be governed by Indian laws and the courts at Ahmedabad, Gujarat shall
have the exclusive jurisdiction over any dispute arising under the Contract Documents.
Customer: ___________________________ ALL: ______________________________

37
IN WITNESS WHEREOF THE PARTIES TO THE AGREEMENT HAVE SIGNED ON THE
DAY AND YEAR ABOVE WRITTEN
Signed and delivered by the within named Signed and delivered by the within named
Customer, ALL through its duly authorized representative,
Signature: ___________________________ Signature: ___________________________
In the presence of ________________________ In the presence of: ________________________
Date: ________________________ Date: ________________________
Customer: ___________________________ ALL: ______________________________

38
ANNEXURE-II
(Please insert the rate chart)
Customer: ___________________________ ALL: ______________________________

39

Logistics - General - Terms - and - Conditions - Adani

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Logistics - General - Terms - and - Conditions - Adani

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ADANI LOGISTICS LIMITED

GENERAL TERMS & CONDITIONS

1. DEFINITIONS AND INTERPRETATION

“Business Day” shall mean any day that is not a Sunday;

“Governmental Authority” means any national, federal, regional, state, province,

“ICD” means the inland container depot;

“Logistics Services” shall collectively mean and include, End-to-End Logistics

“Party” shall individually refer to each of ALL and the Customer;

“Vehicles” shall mean the vehicles to be used by ALL to transport a Consignment in

In the Contract Documents, unless the context otherwise requires:

(k) a reference to (or a specified provision of) any Contract Document is to be

(o) if there is any discrepancy, inconsistency, ambiguity or conflict within or between

3. REPRESENTATIONS AND WARRANTIES

3.1 Each Party represents and warrants to the other that:

(b) if it is a company, firm or any other legal entity, it is duly incorporated or

4.1 ALL Insurance

4.2 Customer Insurance

7. EVENT OF DEFAULT AND CONSEQUENCES

(b) any representation, warranty or undertaking given by the Customer becoming

(f) the Customer being debarred by any Governmental Authority or Judicial or

8. TERM AND TERMINATION

(b) required to be disclosed under Applicable Law or by a governmental order,

(c) disclosed to its officers, employees, directors or professional advisors, on a ‘need

10. FORCE MAJEURE

12. LIMITATION OF LIABILITY

13. GOVERNING LAW AND DISPUTE RESOLUTION

14.2 Independent Contractor

Nothing in the Agreement shall be construed as establishing or implying any

14.3 No Third Party Beneficiary

14.6 Entire Agreement

If any provision of the Contract Documents, is invalid or unenforceable or prohibited

14.10 Further Assurance

14.11 Business Ethics

Each authorised representative who executes the Contract Documents on behalf of a

The provisions of Clause 3 (Representations and Warranties), Clause 5 (Lien), Clause

2.1. Transportation of Consignment

(b) the Consignment (or part thereof) is confiscated or detained by any

(c) the Consignee or its authorized representative is unavailable at the Delivery

3. FREIGHT CHARGES AND PAYMENT

2. CONDITIONS FOR TRANSPORTATION OF CONSIGNMENT

2.1. Transportation of Consignment

(b) the Consignment (or part thereof) is confiscated or detained by any

(c) the Consignee or its authorized representative is unavailable at the Loading

3. FREIGHT CHARGES AND PAYMENT

[The remainder of the page has intentionally been left blank]

2. CONDITIONS FOR TRANSPORTATION OF CONSIGNMENT

2.1. Transportation of Consignment

(b) the Consignment (or part thereof) is confiscated or detained by any

(c) the Consignee or its authorized representative is unavailable at the Delivery

3. FREIGHT CHARGES AND PAYMENT

[The remainder of the page has intentionally been left blank]

2. CONDITIONS FOR TRANSPORTATION OF CONSIGNMENT

2.1. Transportation of Consignment

(b) the Consignment (or part thereof) is confiscated or detained by any

(c) the Consignee or its authorized representative is unavailable at the Delivery

3. FREIGHT CHARGES AND PAYMENT

[The remainder of the page has intentionally been left blank]

2. CONDITIONS FOR STORAGE OF CONSIGNMENT

2.1. Storage of Consignment

(b) the Consignment (or part thereof) is confiscated or detained by any

(c) the Consignee or its authorized representative is unavailable at the relevant

3. STORAGE CHARGES AND PAYMENT

Customer Reference No. ______ Date: _

Customer: _ ALL: ____

Customer: _ ALL: ____

Customer: _ ALL: ____

Customer: _ ALL: ____

Customer: _ ALL: ____

Signature: _ Signature: _

In the presence of In the presence of:

Date: Date:

Customer: _ ALL: ____

Customer: _ ALL: ____