mqas*W - Synergy Baxis Enterprises Pvt. Ltd.

r1
-l
i\
'
t,."
Alll
l<i
t/
c-
;\ I \-/
Hn
etl'u{.+E
qlflqq EITcT WEST BENGAL
h
H
s
d
E
h
AG.REESENI
E
fr
F
THI$ AGREEMENT made this 3d day of May Two Thousand and thiileen,
f,
BETWEEN
F
fl XH1OIU l6glA UMIIED, a company registered under the Companies Act 1956, having its Reg'stdred
Oflce at "Kankaria Estate", 5h Floor, 6, Little Russell Street Xomata-700071, represented by iS
o
8..
" Authorisod Signatory Mr, Joydev Sengupta working for gairtwjth the Company as Company Secretary
*GOMPANY" (which
term or expressbn shatl
fl- and Head-Legal , hereinafter refened to an calied as fie
.J
unless excluded by or repugnant to the context be deenned to mean and inciude its Successors-in-
t
'' ;''
E
€
!
lnterest, executors, administrators and lega{ representatives}of the ONE
r
zfrr,
rF;'.
a
f;-. ' /.:l
\i
PART: 'l
----lV
\\*----l
a"ft. u.e.ri?
*_atau{,}, , r. :rf ::*f,i
Rr;.
Company
!&{"
I
for $ynorgy Baxis Interprises Pvt.
FrsFery
tt{'
r;6,.- :.7g:r-;
bt.'+ C,r.i,+rl 4 ad}-rgF
Esss
Ersdsss F'tLh,"
$d'r
mqas*W
ServhEPrnlydcrs
t-
\
a
\
.l*
^\t\
"
#ryq(N
iy' $',r*-"..9 \'9
":i r,
wy
:\F-rxY
./E
-)
rRLIE COPY
ATTESTED
.
NOIAR'/ AC\rT. OF IND|A
Reg. ;Vo-3/gfin
c.M. rU.'s Court-celqrttr
z
r rud, mrr
i\'
_,*.- _!{i5
AND
I
SYNERGY,BAXIS ENTERPRISES
PRIVATE LIMITED a company registered
unoffio*panies.Act
1956, having its Registered 0flrce
at E-24, Baxi Niwas, Gokhare Marg, c-Scheme,
Jaipur, Rajasthan, prN -
302001' represented by Mr' Amit Baxi
the Dinector of synergy Baxis Enterprises prtvate
umiteo,
hereinafter referred to and called
as the "Servlce Provlde/' (which term or exprossion
shall unless
excluded by or repugnant to ths context
bo deemed t0 mean and include its successors-in.lnterest,
executors,administratorsandlegalrepresentatives)ofthe0THERPART:
WHEREAS the company is engaged
in the business of manufacture, retairing .no
olrtiortion or
andotherproducts(hereinafterreferredtoasthe..products,,).
footwea
AND WHEREAS the company supplies
its products to its various retails ouuets across
the cornt ,,
various Distribution centres / Regional
Distribution centres ("RDC) and the
AND WHEREAS the Company has
its RDC operations at Delhi & Chennai which
include
owned or hired and used for purpose
of (a) koeping/storing/stocking tho manufactureo
linishod ptoducts, (b) maintaining such
stock for catering to tho demand of the
doalers, distributors, and
retailers of the company (hereinafter
rofened to and caued
r* is
-
,
l
,
centralDistribu**;;
prrrir*lin*
*o ,*u"i
'
as he "customerey,
1c;
products to the customers
and thus to manage the overall suppry chain
the Company,
r;;,
,-r-;;;;;
bgistics of the products of
AND WHEREAS the service Provider
is engaged in providing warehouse operation,
its managemeniand
retateO
,t
-)r
'
services.
.-
AND WHEREAS the service Provider
had approached the company onering lts
services in respegt of he
RDC of the cornpany at Delhi, for
carrying out the activities, in parthular
niuun in Schedule-A or nis
Agreement and all such activities as
may be decided bltre company from
time to time relating
- ---' to the
'!v
warehouse operaUonal management
and related
.,
-
-
services
AND WHEREAS the company, being
satisfied by the representations made by
the Servirre provider, has
agreed to enga$e it for providing services
at RDC at De[riwhich ,r
at shod No. 7, I and 9
measuring in totar an area of 17356
sq. Ft. at Khasara Nos, 50/6 (4,16), 7(4-16),
Delhi - 110036 and may, at the sole
'to-ie
discretion of the company, be relocated
or sified or separated or suh,
divided anywhere around Delhi or its
sutsurban areas {hereinafter refened and
,0.[..i
called ,.
*r;;;;ate
'
,i,.;io4
''z
---
noc
,{oy/I}lls,a.GftEEl6Efr?l,rnfEs$EsAsFolroi?s:-
I
FODI'T}@IT.
A'
Pffi)
A}rD SJTAruS OF
management and other
ffi
"$r1i ;.;'
Gompany
For Synergy Baxis. Enterprlses
servrr
provider for provrJing
warehouse
-n"it
ne'1. X.r.-.;[l
xu.-:lrVg2ff2-
NOTARY GC.I-T. OF INOIA
or;urt-C'f*'n'11
C'M tu'ls ()r;urt-Calctrtlrr
C.r'a.r*.:s
1
Ltd.
I
jr
,*#,Y7'*"
reraM servirps .s welJgg povidkE required
manpo\{er
qRUE COfrYATTESTEDU
---=-.'-=- - *Jf
pvt.
.' /1
PAR'NsS
The company n rroy]rrgrges fre
I
h
suctr
*.Eyriergy fi &dr f4iarplies torltd.
DklftrlAuhothod8'utator)
qntl
ahtn. DkochrfAu8lorhod8l$atory
..^
^
fu}
\UE
IUB
'*^
,
^
li
7',
serulces, The Service Provider has agreed lo execute, fulfil and discharge the above said wotks
grnd other obligations as mentioned in Annexure
-
I
A to lhe entire satisfaction of the Company and
to perform and fulfil such other functions, duties and obligations as are mentioned herein. The
manpower
so provided by the Service Provider are herein after called and refered as
the
Associales, Nothing in this Agreement shall prejudice the right of the Company to appoint any
other Service Provider or agent for any directly service at any of lhe abovementioned tenitories.
This Agreement shall commence from 1 April 2013 and shall remain in force for a period of 2 (two)
years i.e, from 1 April 2013 to 31 March 2015 unless determined olherwise. Thereafter, the
Agreement may be reviewed for renewal by mutual consont of the parties hereto. Furttrer, it is
agreed between the parties that during course of contract, in the event of breach of this agreement
or repeated neglects of its duty by the Service Provider or its personneUassociates, which'.lhe
Service Provider fails to remedy within 7 days of having received written notice ol such failure or
neglect from the Company,
he
Company can, notwithstanding anything written
in Mlcle
8,
terminate this agreement by giving 24 hou/s notice in writing.
The Company has appointed and authorised the Service Provider as an independent $ervice
Provider strictly and only for lhe purpose a-s stated above and nothing in this Agroement shall be
conslrued to givo riso to a prosumption of a pdncipal to agent relationship between the Company
and lhe Service Provider. lt is further etpressly agreod and declared that the Service Provlder shall
not al any time-
I.
enter into an agreement in
he
name of or purporting to be made on pehalf of tre
Company.
,)
\_y
il.
by any act pledge the credit of the Company or impose or attempt to impose any
contractual obligations on the Company.
lii.
either in its own offices or depots or on invoices, or any form of communication,
o.r
any
other place, or by any olher means, oral or written, make any statement or representation
which may induce others to believe that it is an agent of tire Company.
*GENERAI OBLreATOilS'
For Srrrrgi, Baxi/s Fnle4ttlses PriI.
A,RflCLE
t.l
'
1:
CLEARJNG, STOCKING A,l,lD
Tre ca:gany EdI
quanlil*x of
tE
rrndertakes
b
I
FORWARDING
unh€d
a[
f tur Er€ b llre I]e
SERVI0E
#@'nn"''
PRgt/Um
corsigrunerds nierh reason&b lrme The SEFUICE PRO/IDER
undertakes to indemnifi dnd keep indemnified
.J
/
b cEs ErE+7l b he sa\rrcE mrEH, d tu tH[
Producb as rnay be da*l€d by
,I
fre Comparyfronr arykss, dffilrtage.
paElIr'-
ll
!
I
charges that may ariso as a rosult of any default of the SERVICE PROVIDER in this regard. Upon
unloading, the SERVICE PROVIDER shall indicate in writing in the acknowledgoment given to the
I
caniers, any shortage/damages, if any, in respect of the Products consigned. No claims of the
SERVICE PROVIDER with regards short delivery/loss/damago shall be entertained
'by
the
to
Company and the SERVICE PROVIDER shall be solely responsible to make good such losses
tho Company, unless such claims aro accompanied by short deliveryfloss/ damage certilicate:from
I
I
.
,
'
,li
the caniors.
The SERVICE PROVIDER undertakes to hold the Products at the Delhi RDC in trust on behalf of
1,2
witllbut '
tho Company, The SERVICE PROVIDER shall have no right, title or interost. including,rbut
limitation, the right to claim any lien, whatsoever, on the Products; accessodes;-premises and
infrastructures and facilities thereof. lt undertakes not to sell, mortgage, hypothecate, pledge or
create any charge in whatsoever manner over the Products at any time,
The SERVICE PROVIDER undertakes to be solely responsible fol the safety of the Products and
1.3
shatl store the Products in a clean, secure, safe and envipnmentally sound m?nner. The SERVICE
I
PROVIDER shall further, take all due precautions to prevent leakage, accidents and fire and guard
against any other eventuality which may result in causing loss or damagb,lo life, property and the
environment, The SERVICE PROVIDER undertakes not
to store any othor goods within the
premises which ars hazardous, conosive, dangerous, obnoxious or arg of such nature so as to
give rise to a risk of causing contamination to lhe Products.
All Products lying in the Regional Distdbution Centres shall be insured by the Company against
1.4
fire, explosion, riot, skike and malicious damage. The SERVICE PIOVIDER undertakes'to
indemnify
.tlp
Company from all losses arising out of lhe Products being ''stolen,,
sr if
losst
occasioned to the Products duo to any factor not coveJed by the said insurarrce policy orwhere
is
I
:
he
Company's insurance claim is not admitted either partially or wholly due to negligence or wilful
omissions
or
commissions attributable
to tre
SERVICE PROVIDER
or
its
employees/agents/associates. The Company shall be entiUed to adjust lhe whole or part of any
d
such bss or damage out of ttre money due to the SERVICE PR0VIDER fiom the Company on any
account whatsoever including pending bills of the SERVICE PROVIDER, The Compan/s decisbn.
in this regard shalt be binding on the SERVICE PROVIDER. This is without prejudice to any other
right or remedy the Company may have against the SERVICE PROVIDER.
*
,l.5
The SERVICE PROVIDER undertakes to fonrrrard the Products in the Compan/s name in such
quantities and in such manner and to such addresses as the Company may. instruct from time to
time. The Products shall be forwarded only against the Companfs dollvery advises duly signed
'lhe Company's authorised personnel, The Company shall from time to time forward
b
by -/
V
SERVlCEPRoVlDERalistofnamesandspecimensignaturesofsuchauhoriS€dpersonnel.The(
SERVICE PROVIDER shall not make any representation and/or glve any wanantgpr guarantee ln
,ErysddS'8
fto&rb
rRUE
coF\, ATTESTEO ,
Fd qp6rg,
""'n;.;. rro.-rzstsz
a 1,,. J.]t Cr'r:rt-Calctfilr
Pw.
(r.* *
lil.
lus
r ?1
Baxis E
'
Kt* TlJr
\iot^
orruUiurfrorisft
toll
ti
Service Provlder
*
.- -)
The sERVlcE PROVIDER undertakes to commence forwarding the products
upon
of the
Company's delivery order within reasonable time and not later than 24 houns in any
event. The
sERVlcE PROVIDER undertakes to indemnify and keep indemnified the company from rny,lorr,
demunago, penalty or charges that may arise as
a result of default on part of tlre
SERVICE
PROVIDER in this regard,
1.7
f
l
l,
The SERVICE PROVIDER shall keep ttre Company indemnified at all times anElcompensate
ttre
rl
Company against sales loss due to inaecuracies in lnventory Record keeping, bad house
ieeping,
il
t'
stocks not stored in accordance to the specified SKU and stock nol billed despite
theh availability,
Provided that the SERVICE PROVIDER shall not be liable in the event
it is abte to produce
i
documentary evidence, duly attested and signed by an authorised representative
ofthe Compan/,
affirming that such loss is due to reasons beyond the controlof the sERVlcE pRovtDER.
The Company shall require the SERVICE PROVIDER to stock, transfer
1,8
he Stock of the products
from time to time, ln such events the Company shall send prior intimation in wri$ng
signed by duly
_+
authorised personnel
in this regard, All expenses towards octrci, if any, and freight charges
incuned by the sERVlcE PROVIDER in this regard shail be bome by the company. Freight
1.9
charges in this regard shall be mutually agreed upon on a case to case
basis,
While entrusting the Products to transporters in the courbe
fonrvarding,
of
I
the
:
SERVICE
PROVIDER shall anange and ensure that all the requked excise gate passes/invoices/documents
are canied by the tr:ansporters. The relevant invoiceVdoCumentdchallans shall carry the name
of
the Company as the consignor and lhe name of the customer as the consignee
anj snafl be in a
. standard format approved, printed and supplied by the Company. Under no ciicumstances
shall
the SERVICE PR0VIDER deviate from the approved format wi$rout prlor intimation trolfi ttre
Company. The SERVICE PROVIDER shall be solely liable and shall indemnify tire'Company
against all losses in the event of non{elivery or short delivery to ttre consignee/customer.
The
t\
Y-,
.
"
Compan/s decision in this regard shall be binding on the SERVICE PROVIDER.
1.10
The SERVICE PROVIDER shall send to the Company, on or.bofore the l4th and 2$th day of
each
month, statements in the prescribed form giving particulars of ttre Produch fonrarded by it and
the
balance in its stocks for the preceding ,ortnight, The statements shall also give particulars and
if any, tlrat are damaged. me sgnucr pRovlDER shall not oispose
of{/destroy any dan4ed Produds rdttput Flx penr&}s;iryr rom fie csrpry. h he errert he
daraFd Pmlr:s
- b be drycs cfl,esqd, he sEff[vtcEpRolrER#O so hh
praser€e of t'e con'4xny's ardiorlred cp|Eserd;ilr€ (ffess drssE e iEftrtd)
d oow
quantity of siocks,
*ith a! irshrdhrd&ecfons, sEtrbry s ofierwire.
i
I
I
t
I
!r
t-
ii
i;
h
tl:'
a:
#
1
sfii
ii
i'
rnr,rE COPY OI!#D
!l'
ii
i.,
i'
I
R.il. t"4t1l
*",,o&id*";g#'P"
'il.i'",'T*
on'ca*,r,
".r,Iff;'";
for
$yner.gy Baxis
Cbnpany
i'
?r++it#:=.,i+:rrel----
7
.nu*,i(#Wo
,', o*-*'U'flt
i:
lii
l:.
i2: COMPLIANCE
.,.
TheServiceProvidershallgetitsetfregisteredundertheActs/Rulesasmaybeappticableandwill
2.1
period of the Agreement and a copy
get its license issued/ronewed, if required within the curency
and record. The service"Provider must
of the same will be given to the company for reference
Labour (Regulation and Abolition) Act'
forthwith apply for the required Uicensi under the Contnact
on availing the same, within a period of 45
1970 and communicate in writing, to the company,
2,2
l,
ri
I
days
fromthedateofexecutionofthisagreomont,alongwithacopyofthsLiconse'
produclng relgYant documents/records
The Servioe Provider will ensure the Cqmpany by
'
ite'
'
the':1*1nolt:lt.t
under
wages register, attendanco register, wago slip etc' as applicable
fiied by the Govemment in the schedupd
workmen is paid less than the minimum wages
part of the servicq'Provider h make the
from time to timo. lt will be obligatory on
;
employment
*,*,*ofwagestotheworkmenemployedbyiteverymonthinthepresenceoftheCompany's
authorised rePresentative,
the statutory authorities all Provident Fund
The service provider shall make timely deposit with
(bothemploye/sandemployee,scontribution)andotherstatutoryob1igations.
againstaccidont' doalh and other unforesoen
The Service Provlder shall insuro all the Associates,
prevailing laws and the Company shall not under any
circumstances, in accordance with the
circumstances
of any
be liabls and/or responsible for rhe same, All compensh'ion
nature
shall.be solely for and to the account of lhe
whatsoever arising out of the aforesaid circumstances
liable for all:statutory coqpliances,
service Provider. The service Provider shall be solely
.
Assocjafs emdofed for fu-lfilling"th.q''
applicableJqr the Employees and/or Labouns andior
losses, damages, action!1.9db,lroceedings and/or
objectives of this Agreement. and against all
compensationadsingoutofcaryingoutttre&heduleofworksbytlroserviceProvider'.:
'Ii
ThepaymenUre.imbursementSonbiltswillbesubjecttoallstatutorydeductionsas-applicableunder
various Laws/Rules existing or to be enforced infuture'
2.6
and liable for aluany default of lB obllgatons
The SERVICE PROVIDER shall be solely responsible
loses'
indemnified tlre company from all liabilities'
under this Article and shall indemni{y and keep
chargeS,pehatties,damagesandcoststhatmaybe"incurredbytheCompanyinttreevent0|
or any consequent actions' suits' proceedings
default on the pa( of the sERVICE PROVIDER
therefor.
2.7
payment
ttre company documentary evidence of
The sERVICE PROVIDER shall lumish with
of
..-.
salary&ProvidentFundwithin20hofthemonlhfollowingnexttolhemontholsalar.y<,.
*T*TM;
rRUE CCPY AT'T€'STEU
R.N. l.,1AITI
GC"':. (''c lirt):^
NO IAFY
{j
,t
For SyiErgy Bexis Fnterprises
i..-.i \ ir.- :7 jr9'r
i *l.ij.;r Coln-Ca*fia ,1
21 AU&
Pvt.
[td.
1
2013
Service"Provider
-:
,
1-1i-
,.
-',.-..
r-,.-*..:.-,- -.*-*;{.;*$rs.
--.a-a*
':-- ;';J;..'/
)
ARTICLE 3:
GODOWN MANAGEMENT
a
The S'ervice Provider undertakes to provide the house keeping and security services in the RDC at
3.1
thdr own cost, which will be reimbursed by the Company on actual basis and the Vendors for
i,,
providing the same witl bo selected on fiutual consent of both parties.
IJ
J.t
Any employee and/or workmen required shall be directly employed, supervised and remunerated
I
by the SERVICE PROVIDER at its own discretion, on such terms and conditions that it may deqm
fit as an independent employer in compliance with all labouf laws. The Cqmpapyrshal!,not
compensate the SERVICE PROVIDER under any circumstances whatsoever with regards
employment of staff. The SERVICE PROVIDER undertakes to be solely liable for all consequences
.
arising out of the omission or commission of the staff employed by it. The SERVICE PROVIDER
undertakes to make no claims against the Company for any injury suffered by its staff inthe dourse
oltheir duty. ln the event of any employee or any Govemmental authority makeS any claim on,$e
Company, ttre SERVICE PROVIDER undertakes
h
defend the same at its cost and indemniff tlrq
Company against any liability or cost.
The SERVICE PROVIDER undertakes at all times to keop appropriate records oJ all transaitions,
3.3
details of tho Products cleared, torwarded, the balance stocks remaining at the Delhi RDC,
statement of accounts of expenses incuned and such olher records as may be rpquhed by ttre
Company. These records shall be opon to inspection by the Compant's authcrised representative
and the SERVICE PROVIDER shall produce these records whenever requircd by the Company.
The SERVICE PROVIDER undertakes to allow and povide all reasonable opportunity to he
3,4
Gompany's.rgpresentative to inspect the Delhi RDC, their resoecUve,S3gclil.,eld accounS.
fp
Company's representative shall be entitled to count the slocks'of tlre Prodgcts pfrys&affy arO fg
reconcile the same wilh stock records maintained by the SERVICE PROVIDER and
\d;
or
the
at
ttre
Company.
The SERVICE PROVIDER undertakes tirat
it or its
representatives strall be avallable
I
i
,i
..
'
Regional Distribution Centres
at all reasonable times during all working days. The
PROVIDER shall prompUy inform the Company
SERVICE
in the event any notice is recelved by any
judicial authorities. ln the event the Delhi RDC is lhe subject to any
. statutory, govemmental or
inspection, raids or seizure by any statutory or govemmental agency, the SERVICE PROVIDER
$rall prornpdy ir{onn t're Comgany ard at
*tsddBeCcoeaftybpre'#.
ARIICLE 1: OOI${T}EIfT OF IIE $gilXCE
he same
time
tale a[ tegal precautiors to see hd he
PROVDEN
SalbFroyidarayaes {ila
{,1
Tre
Sdes
entifled, at
S?8 ,
t:
;,rrucE
Sa.iE a
ffi,
B rc ermaf
ib sole discretion, to enfarge orqrf{ail [ie Scope
sc''r,iJ'cbw--q.j|u"
companv g
I
? AU6. zoil
.;iil;t?;?l-3ff**
fu elpq
of&w[rs.
f cr Si,ntrgy
31f,
h
I
:
Seryice Provider shall not do or cause to be done
any act whereby or by reason whereof the
reputation and goodwill of the company is adversely
affected in any manner whaboever.
Service Provider shall develop its own network and anangements
and recruit Associates for
providing Services as required by
ttc
Company refened to in the Scope of Services as well as in
the ongoing provisibns of this agreement.
Service Provider shall at all tilmes, omploy such number of competent, qualified
and experienced
Associates as required by the company to cany out the services.
lf required by the company, the
Service Provider shall provide resumes and such other details of its
Associates to the Company.
The Service Provider shall not engage/appoint any outstation employee/s
with out prior written
approval of the Company.
The Company be entitled to require Service Provider to remove
any Associate from the team of
Associates providing Services, if in the reasonable opinion of the
Company, such Associate is not
suitable,
The Company shall by giving 30 (thirty) days noUce at its own discretion,
require Service provider
to curtail or increase the number of the Associates proviOing services.
All the Associates omployed by Service Provider for rendedng the
sorvices hereunder shall be
employees of Sorvice Provider who shall be solely liable and responsible
for payments of all dues
to such employees, such as salaries, wages and other dues by the 1sr
day
of the next monh
following the monlh for which the Associates had rendered thek services.
Failure on part of lhe
Service Provider to pay the salaries/wages/dues, with in such due
date, wilt attract penalty @ Rs.
100/. per associate per day,
All Associatqs engaged in providing services under this Agreement, are
employees of seMce
Provider and they shall not be deemed to be employees of the company.
The company shall not
be liable for any payments, dues, wages and salaries of the Associates.
i"i/
Associates shall enter the premises of
he
Corirpany only when specifically instructed to do s0.
Associates shall not cause any nulsance in the Company, premlses
or inconvenience any other
personal thereat.
4.10
The Service Provider shall provide list of its Associates appointed from time to
time, along wittr
such details as rEuired by the Company.
ARTTCLE5:
&sb*re
BA|IKGUTRANTEE
dde c{exearhn df?*itsse,nertsE sERylcE pRo{tDER.g}etfrrd*ts c@rya[
'x[h e caidin:ri'ig gLaalu3g cf ,es. 3,s!,orul (RoFe$ Iftree
Lsr fiFy lhn:sard on$ tun a
0?e
rquH
bank and as per dmft appoved by
he
Company
fu
due perfofinance of a[
dgrcenenl ln tire event of any deiault or bremtr on
tE
part of
rRUE COPY ATTESTEC'
__--f,,.X, MAm
/ GOVf . OF il.iDiA
r.rOT.qR
Is obfga[ors urder hb
he sERvlpE pRof/lDER h
SynEtgly B€de
ill
ule
!*
ti,
E q?rises RrLrd,
[f"]^
:
Fcr Syrergy Buxis Erterptlsos
--
i
nn. Lt4
ll
Service Provider
I
il
*krw,nu,r,
d i-il,@.@;r,l
;.
performance and observance
of any one of the terms and conditions set out in this Agiiement, the
Company shall be entitled and be at liberty to adjust its claim against the SERVICE pROVIDER
for
damages, costs, demunage, penalties, liabilities and charges by enforcing the said Bank Guarantee
without
i
any reference to the SERVICE PROVIDER. This shall be without any prejudice to any other remedy
that
,t
j
,i
may be available to the Company unOer the law and the Company's right to adJust the amounts form any
other account including the pending bills of the SERVICE pROVtDER,
ARTICLE
6:
1l
,ii
CONSIDERAT|0N
The Company shall reimburse (1) the salaries/wages/olher dues to lho Associates, (2) the other
expenses
incuned by the Service Provider and pay the Management Fee as set forth in Schedute.B
herein upon
receiving the bill/invoice raised by the Service Provider nol before the 7h day of the next month following
monthofservice
tre
,.,:
,,
6.1 Servic,e Provider shall hold all information, data, material, instructions, communications; 6e terms and
conditiqns
of business as strictly confidential, whether received in writing or oral form, from gp
Company by Servlcs Provlder. Tho breach of this clause shall be construsd as a material breach
end
the Company may terminate this Agreement forthwith in caso of breach on the part of Sorvlce
Proyider, The Parties also agree:
to maintain and use the confidential information only for he'prirposes of this Agreement
and only as permitted herein;
(ii)
to.only make copies as specifically authorized by ttre prior written b0nsent of ttre other
party and with the same confdential or pr"oprieEry notices as may be printed
or displayed
on the original;
(iii)
trj treat confidential hformation as confidential during the period of this agreement and
years
thereafter
is
:
:i
ti
Il
6,2 Servlce Provlder agrees that any of tlre Company'r technical or business lnformation that Servlce
Provide/s employees, asociates or agenb acquire wfrile on
access
b t'e compant's
conputer q,sb{Rs
ff
daEbases r*Ee
i
tn Companfs premises, g3 Uywgh
m a ofi he csnrirry prefl&es, gg
be daamal Confidatia] irriormation" exoept the ilt'o'mation provlOat
b
the Associates
b
perbrm
Errb* d rre Corp;q's p-.rnris*
i3
-{L
b Savics P1or.ilr $ail. d d 6rE , Eldr fte s*
gogaty orhe Corlparry. Upon trr*a*nlUptydtUsAg6rya*, ffiqtdefu
rRUE COPY ATIE$TED
ffi,7ldtc,:.
ersfi,r$te
;nvi*d Y
rte CcnCa1y
d
:
Wsiles*ffiRrr$
',t .i,
i^iorARY
oovi.
Reg. NG-379/g?
c.A/r.r;:t
Company
'{I
,ludios
#
{'
oF trlD[A
C;;;-6*rt"
For Synergy Baxh
"t"dm"serery
tltorpfis
Service Providei
'3:ljil.Ti3,itrJlds
;&
tor Itd.
"j '. r,
..
!4
shall be returned to the Company or destroyed in accordance with lhe instructions of the Company and
evidence of such destruction provided to the Company to its reasonable satisfaction. The Company
may at its solo option, witness the destruction,
:tl
ARTICLE 7: INTELLECTUAL PROPERTY RIGHTS
7,1
The SERVICE PROVIDER undertakes to despatch the Pmducts in thek original packing and under
their original Trademarks, brands or names without altering, tampering, deGcing or interfqring with
them in any manner or describing any altered Trademark, brand or name as that of the Compan/s,
The SERVICE PR0VIDER further undertakes that it shall not, at any tine, during the subsistence,
of this Agree*ent or at any time after its termination or expiry claim ownership or user rights or
interest in respect of the name, roundel, trade marks, artwork and brand names of the Company,
7.?
The SERVICE PROVIDER undertakes that the Trademarks, brands or names of the Company.
shall not be used in any unauthorised manner by the SERVICE PROVIDER or its agents'and
employees during the term,
or after termination or expiry of this Agreement The
SERVICE
PROVIDER further undertakes not to store, sell or in any manner deal with spurious producb
boaring the Company's Trademarks, brands or name
7.3
The SERVICE PROVIDER undertakes lt shall not, at any time, dudng the subslstence of this
f,greemont or at any time after
ih
or advertise in any manner
termination or expiry, exhibit
whatsoever, the Trademarts, brands and name of the Company beyond the limit of authority in that
Agreement.
behalf confered by this
7,4
i:
I
The SERVTQE PROVIDER further undertakes at any time, during the subshtonce oJ hls
Agreement or at any time after its termination or expiry not to sell and/or deal in any product by
i
I
t:
using the Company's packing materials, labels, design or artwork oi. similar or deceptively similar
t,'
packing material labels, design or
artwork.
7.5
:
b qry he narp
I
i
rundd ol
t
the Company, The SERVICE PRPVIDER undertakes that no such shtione;y ehdl be mlsused or
1
Ihe
Comparry shafi povkie all sblionery utrbfr shall be required
and
I.
used in any unauthorised manner by lhe SERVICE FROVIDER or its agents and employees.
7.6
The SERVICE PROVIDER undertakes that it shall remain liable for and shall indemnify the
Company against all losses, damages, liabilities, charges, penalties and cosb tlrat the Company
may incur on account of default of tris Article. This is without prejudice to the Company's right to
appropriate legal action.
ARTICLE
&1
8'
TERMIMTION
Thb AgrE€merder bc te*n&&d efitrrLrylie CoqpatyorW 8e
tree rmrlhs ffIbe
lourd
b
confnue
hwfhg h case dtsrrirdin
b enp|ot fte persorxd @
rRUE
SrxrfrePwit*r$gffi
a
b, he Seftice Pro*rer.fte C@patybila
by dE Struba Bodder.
COPY ATTESTER
,
/)
"
{.rt.t.ffi
*oro$'t;'rflli*n,^
Hetes
&e
-'* -
fgrsrnerpYBaxi$Xere{9eshd"Ltd'
e.,r.1\ j6li^hd,
IDrtdttrtluhffi{st9*w.q''
. loE.tro.-370i9r1 S9
'..."t];H,i:i"'#*"
mrU*inrWrus{naW
i
"^'o
Fcr Sy@IcBeh;ffierPrises Pvt.
Jt
"*=\S
i
!E*r;; - lffi;tu:;*
'_kF::.^
i::
I
I
I
i
t
i
I
l,
Company may forthwith torminate this
Agreemont upon the happoning of one
or morc of the
,fbllowing events:
8.1'1
shourd the sERVrcE pRovrDER in the opinion
of the company become incapable of
carrying out this Agreement and the duties
thereunder or its position at any time be
such
as in lhe absoluto discretion of the Company
render it inexpedlent for it to conunue
as SERVICE pROV|DER;
8.1.2
rac
should there be any arteration in the composition
of the sERVlcE pRovlDER, unless
such alteration shall have firstbeen agreed
to by the Company;
8,1.3
8'
8'2
1'4
should the sERVrcE pRovrDER fair to carry
out any insrructions given to it for proper
working of this Agreement witfrin a period
of one month.
For any breach of conduct or for violating
the confidentiality clause herein.
Upon termination, revocation or cessation of
this Agreement the sERVlcE pRovlDaR !ha[
vaQate rhe premises with his men and
materiars after being properry
authorised representa$ves and account for
;-r;;-. ;;;;
,t
all stocks ryirg
the Distribution centre without
claiming any right of lien whatsoever. The
Company shalt be entiued to doduct aff outstanilng
amounts duo and payable to lhe company
by the sERVlcE PRoVIDER or any shortage
of stock
by enforcing the Bank Guanantee and/or
adjust the amounts from any ottrer.qccouniyhigoever,
including lhe sERVlcE PRovIDER's pending
bills. The decision of the cb*p.nyirt
arr'lu oi*1,,g,
on lhe SERVICE PROVIDER.
ARTICLEg:
FoRcEMAJEURE
Neither party shall bo liable for its failure
to perform hereunder as a result ol any events
of force
majeure beyond the party's reasonabre contror
incruding acts of God, fire, was, sabotage,'dvil
9.1
unrest and riots, strikes and lockouts, govemmentar
actions and govemrnental
larc
.
rules or
regulations' Ndthing in this Artlcle shall prejudice
the righi of the company to be indemnified
by
sERVlcE PROVTDER as contemprated in any
otherArticre
9.2
' '
herein.
"ttn'
,
Promptly following tho date of commencemant
of any of force majeure, ttre party affected shall
advise lhe other party in writing of such date
and the nature of such event of force majeure,
*t.*pon tire otirer party shall extend all r*cessarycoopenatirxs
b te afiecred
b raJsEre nordy. pRovlDp honeier siedd s.r$ hr* msFre
party
h ar efurt
aert p#re,t rre eced
gaty fum e*.rnhg
'b t$dlr,6! eds aio ctligfErs ftr a @ d gt @& tE
ffiH !EtJ/
sH te a Eeal O gnrire Ep lgrE€nsf by
drh€ one ru8r uDsr rrc&e
rPUE COPY ATTESTEO
-of[t
m,T#n" ^c.$
'*'*..S,
C.M.M.' g Couri-CalCr.rt
Company
ffi'**.+s:: i.
+*a
li
l;
Forsv'ElsvBg]d'%T*Pvt'Ltd:
Fpr *ey:ner.gy
ir
t,
,r-rqrffi#.q$cnat$Y'gL
.
Bex'iffii;rfi;;i irt
.i
'I
ii
lr
I
I
i
,,.".teeFi4tr-:+.:
t2
t
.t,
ARTICLE 10
10.1
:
SEVEMBILITY
lf any provision of this Agreement or the
application
of any such provision to any penon or
circumstance shatl be invalid.:under any law for the time being in force, the remainder of this
Agreement or the application of such provision to persons or circumstances olher than ttrose as to
which
itis invalid shall not be affected thereby
This agreement shall be deemed to represent the entire Agreement between the parties hereto
regarding lhe subject matter hereof and shall supersede, cancel and replace any and all previous
agreements, arrangements, writings or unde(akings in this behalf between the parties hereto. No
modification or waiver of any provisions of this Agreement will be valid unless tlie same is in writing
and signed by authorised representative of both Parties.
ARTICLE
11.1
1 1
: COMPANY,S PROPERTY AND ASSETS
The Service Providor will properly account for all materialtaken frsm tre Company and retum the
machinery, tools, implement provided by the Company in good condition at the end of each days
work and on completion of the contract / work.
The Service Provider will not acquire any right whatsoever to any porlion of ttre premlsos oecupied
11.2
by it for lhe execution of the Agreement and will not be entitled to entor into the Chennai RDC on
the expiry of tho contract or termination or revocation of the agroement
ARTICLE
12.1
12: IMPLICATION OF LAW
The Service Provider will be responsible ior complying with all statutory obligations on ifs part in
respect of propor observance of provisions of Factorles Aots, 194S, Payment of Wages Aat, 1936,
.Minimum Wages Act, 1948, Employges Provident Fund and Misc. Provisions
Ac[
1952,
lct,
1947,
Employees State lnsunance Act, 1948, Payment of Bonus Act, 1965, lndustrial D'sputes
Payment of Gmtuity Act, 1972 and all other related leghlatior/statutes for the time beirng lntorc,e,
ln case the Company suffers any loss or has to bear any penalty for any lapse on part of the
Service Provider, then the Service Provider will make good of the loss sufiered by the Company.
12,2
ln case of any industrial dispute, the personnel of the SERVICE PROVIDER deputed in
fErr*€s dEle
COa,FAXY,
*la{
b€
&*d
the
asrrcrtmendtu SEFMCEP8gylfRattrrilit
lars B atil rirryi
sbal be h rc oarcr WbE*e aq
te provis$on d lndrrs!'id DfpuEE Ast 194-7 atd cfitar {qqry Fr
4glrcalle- h
srir e,an( il cccasfon
acgcn t,rerds
'*Ets+*e
sffeneiE
d
any
atses
tE
CCtdPlil{Y
eg.e drfEr
f€ttdng
h cfid r rr( ad
1
#
[e 6e
amrf d $e SEEMffi PROld*"
I
i
rRUE COPY ATTESTEDT
:i
il
r..to
fAFvcOW.Of
Rec.
1'
,,.4
ii
INOIA
No'379/ffi
'
lv,.;s Co.rn'Calcutr*'
,qi !S$
:i
ii
,.
rl
il
,.1..,.
6"]*K^b
js
?{
r{\ T;f& /n
ii
F
g}ails ct'r4
ARTICLE
13: SETTLEMENT 0F DISPUTE
Qr-r,-.@
Any dispute and differences arising in *elation to this contract including interpretation of its terms will
resolved through joint discussion of the Chief Executives of concemed parties. However, if lhe disputes are
not resolved by the parties, the matter will be refened for adjudication to the arbitration of a person
appoiBled by the parties in Kolkata in accordance with lndian laws. The decision of the Arbitrator shall be
uSchedule
- A"
Responsibilities/Duties to be Dlscharqed/Carried out bythe SERVICE PROVIDER:
1,
Manpower:
Providing manpower as per requirement of company (Khadim lndia Limited). Salary would'be as
per agreement with company,
All
employees should be competent enough
in their mspective profiles to carry out jobs
satisfactorily as per Norms of tlre company. Othenrlise, company may ask for replacement
a
Retaining manpower
a
Replacement of manpower in case of leave / absence of staffs
a
lT knowledge is must for RDC ln*harge, supervisom, openators
Scope of Services of the Associates:
r
3,
As set forth in tho on going provisions of this Agreement.
Administration and RDC maintenance:
.
r
r
r
r
Basic administration as per norms set by Khadim's
- maintaining
good work culture
Proper maintenance of RDC in terms of baslc inhastructrres as well as stocks
Coordhdfxr#h tE
Co-orffir
Coordndion
l-ard
H
&rgtopaitashrtreh*lies asefpededhro lfu
M ld\aperm fu u*gnryeO *mYofdac8dg, ree"
sih dribrer{verrdtrs hrrritegre dCooglErs addsmadtpde+l0ut
llEh krud
eb"
'
&'rrg:r:re{ *r prcp:rder&E ad }are tee6*ps
Entergrlses
Fer Syr:trgY Eaxis
/'I
Pvt Lti'
/
rRUE CCPY ATTESTEP
N(J
R.N,
|ARYGOW. Or tNOtA
A[X1&(AliiqnalorY
For Synergy Baxis
Fi'Lt4
(t'on\,
,{e(r. I'ro-379/ti2
C. M.
filerprises
PtrsddAulttih'gd $l$abrF.'
M.'s Ooul t-Caicutll
rc!!
Sarvii
Dr,.'tider
,
l4
4. RDC Operatlons:
Carrying out entire RDC operations on behalf of the company as per set norm
Regular monitoring ot stocr ievel for order generation
Co-ordination with Procurement team / suppliers for placing orders
Tracking of supplies from suppliers
Proper receiving of goods from supplier:s and from other RDC's against the orders
-
proper
counting and checking
a
Re-packing and bar-coding as and when required
a
Updating of stocks in systems
t
Proper racking of stocks and proper house keeping
a
Excise group wise and item wiseanangement of stocks
a
Proper house keeping
a
Strictly following FIFO
o
Capturing orders from dealers / own outlets / sales persons
a
Keeping stock ready {or dispatches as per orders
a
Proper boxing and bar-coding
a
Packing of stocks in cartons
a
Stock Keeping & Stoclr Audit
a
Controlling Pilferage
method
\
"Schedule
1. Relmbursement
for Salarles and Wages
-
B"
:
Salaries and wages of Associates engaged by the Service Provider shall be communicated by the Company
through separate letter and the rates shall be as may be decided mutually by ttre parties herein. For this
purpose the Service Provider shall have
to raise bill on the Company after making
payments
to
its
Associates for an amount consisting of the wage bill ad service taxes.
L
SErrice Cf.ary;s:
'tl€
Serube Pro'dder sheil be €ng$ed
ca"et,
h
a sentce drarga or EE rorstly
f
edstl€ d
el0ry,r-
'tor
I.?UE
SYcergY Baxis
&te senbe
EnlerPlrr Pvt. Ltl,
CogY .{::=STED
Fs
SYrcrgY Baxb ErlqlPnsos
FaLtd
ItJ:
Us\
t'I t' 'hilh{
W
l5
,,_6-_iHS\
.J i
Notiriy t i-.
;i
'i
i[3\',-.rr?i,,,, ,lt*,i
Management fees:
vfo'f)/'
The Service Provider shall be entifled to a Management
fee of Rs. 25,000/- per month'iiladdition to
all
payments received by it.
4.
Other variable costs:
At actual on raising of proper bill and production of evidence,
lN
*TNESS WHEREOF
this Agreement has been entered into on
the dato rirst
KHAnTM rNDiA
3ff#fr{ug
FdsynswB*tt
Fdu)nEtur -- f) *r"
r.rj',{rrnp
\Sffi#rshparur
,IOYDEV SIi.ICt.JPTA
r jiij40.l.EGAL
C0irtpANy SECRL.ji,:.'7
Name : Joydev
Sengupta
Namo :Amit Baxi
Designatlon : company secretary and
Head-Legar Desrgnatton r Director
Wltnesses
!..-4i-
i
Sisnature
Nane
cllrt/ch{L l<t,'.o^/3hrVbt Name
/,,
khh,""
r:r,;=- COFYATIESTF_D
For.synergy Baxis Enleryrlsoa
pw. Ltf.
(
e,{dffirs*,ioi}-
C. M.
l'=
J,
t,l.'g Cc'lrrr4aicutte
**Tm''_: