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Idea Cellular Limited Terms And Condition.

SERVICE PROVIDER AGREEMENT

This Service Provider Agreement (hereinafter referred to as “Agreement”) is executed at “ Mumbai

“ on this the “ 14th April 2014 “;

BY AND BETWEEN

Idea Cellular Ltd, a company incorporated under the provisions of the Companies Act, 1956 and

having its registered office at Suman Tower, Plot no.18,Sector 11, Gandhinagar 382 011, and its

Corporate Office at 5th Floor, Windsor, Off CST Road, Kalina, Santacruz (East), Mumbai-400098

(hereinafter referred to as “Idea”, which expression shall unless repugnant to the subject or context

thereof shall mean and include its successors, affiliates, subsidiaries, associates and assigns) of

the FIRST PART;

AND

XXXXXXXXX, a partnership firm carrying on business at

(hereinafter referred to as the “TRANSPORTER” which expression, unless repugnant to the

context, shall mean and include representatives, permitted assigns etc.) of the OTHER PART.

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WHEREAS Idea is a leading telecommunication company and it is required to transport network

equipments from Ericsson Jaipur & Delhi to Idea Designated warehouses. In order to meet the

just-in-time needs of its customers, a great deal of speed and efficiency is required in

Transportation of these shipments;

AND WHEREAS Service Provider is a registered and Approved Transporter by Indian Bankers

Association (IBA) and has necessary infrastructure and requisite experience and expertise to

efficiently provide National transportation of Goods from Idea WH to Network sites/designated

warehouse;

AND WHEREAS Service Provider has approached Idea and has expressed its desire to provide

Services (more particularly detailed in Schedule A) to Idea as per the terms of this Agreement;

AND WHEREAS based on the said representation, Idea hereby appoints the Service Provider on a

principal to principal, non-exclusive basis to provide Transportation services as per the terms and

conditions detailed herein;

NOW THEREFORE, IN CONSIDERATION FOR THE PARTIES ENTERING INTO DISCUSSIONS

REGARDING THE PURPOSE, THE PARTIES HEREBY AGREE AS FOLLOWS:

A. INTERPRETATION

1.1 In this Contract in addition to the words and expressions above, unless there is something

in the subject or context inconsistent therewith, the following expressions shall have the

following meaning:

i) “Agreement” means this Agreement entered into by and between the parties hereto

together with any and all Annexures hereto, signed by the Parties and shall be

deemed to be read as an integral part of this Agreement;

ii) “Effective Date” shall mean 1st Oct 2015;

iii) “End date” shall mean 31st March 2016;

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iv) “Party” means Idea or Transporter and “Parties” shall be construed accordingly;

v) “Term” the term of this Agreement shall be as defined in Clause 2 of this Agreement.

1.2 In this Agreement:

i) headings are for convenience only and do not affect construction;

ii) except where the context otherwise requires, references to one gender include all

genders and the singular includes the plural and vice versa;

iii) except where the context otherwise requires, references to any enactment shall

include references to such enactment as re-enacted, amended or extended and any

sub-ordinate legislation made under it;

iv) references to persons include companies, corporations, partnerships, associations,

and other organizations whether or not having a separate legal personality;

v) except where otherwise indicated, reference to clauses, sub-clauses, recitals and

Annexures of this Agreement;

vi) “including” means “including without limitation”;

vii) the rule of construction, if any, that a Agreement should be interpreted against the

Party responsible for the drafting and preparation thereof shall not apply.

B. APPOINTMENT OF THE TRANSPORTER

a. Idea hereby appoints the Transporter, on a non-exclusive, principal-to-principal basis, for

providing the Services. It is expressly understood by the Transporter that this Agreement

does not confer any exclusive right with respect to the Services to be rendered under this

Agreement nor does it confer any exclusive territorial right to the Transporter.

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C. SCOPE

a. Transporter shall arrange the Transportation of shipments from Ericsson’s Jaipur (RDC) &

Manesar Gurgaon Warehouse and its safe delivery to the final destination within agreed time

schedules. In case there are deviations in the schedules, transporters will inform the

respective person in IDEA as soon as information is available. Transporters shall deliver the

requested goods to IDEA Circle Warehouses in accordance with the provisions of this

agreement.

b. Transporter has overall responsibility for safe transportation, including but not limited to

creating of all related & statutory transportation documents, booking the necessary space,

facilitating and managing the service and accurate billing. Transporter shall select the most

suitable Vehicle type to optimize costs and efficiency of the operation. Transporter is

responsible for the Goods until the transport document is signed & accepted by the

designated official of IDEA or by a third party that IDEA nominates in writing beforehand.

1.0 TENURE, EXTENTION & TERMINATION OF CONTRACT:

1.1 TENURE:

Unless specified otherwise in contract or mutually agreed, the contract shall be valid for a period of

one (1) year from the effective date of award of contract. However, IDEA reserves the right to short

close the contract at its discretion. The consignments booked within the contract period shall fall in

the scope of contract irrespective of date of deliveries.

1.2 EXTENSION:

One or more extensions of the contract may be done with mutual agreement between IDEA and

the approved transporters, subject to a maximum extension period of 12 months. Such

agreements shall be based on acceptance of the lowest rates and terms & conditions of the

corresponding contract.

1.3 TERMINATION:

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IDEA reserves the right to either short close or terminate the contract entered into with any of or all

of the transport operators at its discretion without assigning any reason by giving one month notice

by registered post acknowledgement due or in person under recorded delivery.

1.4 If the transporter fails or neglects or refuses to observe/ perform any of the terms and

conditions/obligation under the contract, IDEA may without prejudice to any other rights, terminate

the

contract by giving one month notice in writing and recover from the transporter any damage

suffered by

it on account of the failure, negligence, refusal, violation or breach of contract or any part thereof

including the amount by which the cost of completion of the work done by any other agency shall

exceed the amount

payable to the transporter under this contract.

1.5 If a transporter is not found to be IBA approved at any time during the contract period Or fails

to submit

valid IBA approval extension within one month of expiry of validity, the loading of business on them

will be

stopped immediately and the contract with him may ultimately be terminated.

1.6 The contract may be terminated at any time without paying any compensation

whatsoever to the transporters in case of misbehavior, disobedience, dishonesty,

clandestine insolvency of company, any court order, non sanction of road permit or any

other related activities on their part or their failure to fulfill the terms and conditions of

this agreement.

1.7 IDEA may enter into parallel contracts simultaneously with any other transporters as

may be deemed fit at any time during the contract period in the interests of the work for

any or all stations/sectors/specific projects.

2.0 SUB-LETTING OF WORK:

Under no circumstances, the transporter after entering the rate contract would be

permitted to arrange transportation of consignments entrusted to him through another

transporter/ agencies.

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2.1 However, hiring of vehicles and services from other transporters/agencies/ brokers of

repute in the market is permitted.

2.2 Violation shall lead to penalty and finally termination of the contract.

3.0 TRAFFIC REGULATIONS & REQUIREMENTS:

3.1 The transporters will operate their vehicles entirely at their own risk and IDEA shall not be held

responsible for any damage to the vehicle while on the company’s/ customer’s work or when

parked in or around the company's/ customer’s or any other premises.

3.2 The Transporters will make their own arrangements for proper parking of their vehicles

overnight / during detention in company’s/customer’s premises.

3.3 The transporters will ensure that all vehicles used for the transportation of consignments under

transportation rate contracts are covered by a comprehensive insurance policy. Under no

circumstance shall the company be liable to compensate them for any loss or damage that may be

caused to the vehicles while engaged in the discharge of the transporter’s obligations under this

contract.

3.4 It shall be the responsibility of the transporter to provide at his cost trained and licensed

personnel for running the vehicles.

3.5 The transporter shall ensure placing vehicles of suitable category, capacity (i.e. size and load)

and quality. Overloading of the vehicles will not be permitted.

3.6 Proper loading and lashing of the consignments in most secured manner shall be done

keeping in view extent government regulations and constraints en-route for safe

transportation of consignments and its delivery to destination.

3.7 Transporters shall make aware concerned drivers/staff about the danger related to

Transportation, handling and tilting of such consignments.

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3.8 Transporters shall ensure that Motor Vehicle Act 1989 (as amended upto date) is strictly

followed as applicable. Vehicles must carry upto date fitness, road permit, insurance and related

documents/ certificates.

3.9 All drivers/concerned staff related to the transportation activities under this rate contract should

be well aware about material safety, data sheet etc. and well conversant with the environmental

impact arising from the specified activities pertaining to use of fuels, lube oils, its spillage and

disposal of various harmful items used in automotive vehicles.

3.10 Transporters shall follow all necessary instructions relating to ISO-14001 and ISO-18001

obligations for environmental safety and occupational Health Safety.

4.0 ROUTE PERMIT/NATIONAL PERMIT/CLEARANCE:

4.1 The transporter shall arrange required permits from RTO or other concerned authorities and

ensure compliance of any other legal and statutory formalities connected with the transportation of

goods at his cost. IDEA doesn’t take any responsibility in this regard.

4.2 The transporter shall get permission from Govt. of India, Ministry of Road Transport &

Highways or from State Govt(s) or from local bodies necessitating such requirement

relating to Motor Vehicles Act. The transporter will produce such approved documents

requiring scrutiny accordingly, before the consignment is loaded.

5.0 PROTECTION/SAFETY OF CONSIGNMENT DURING TRANSIT:

To ensure safe transit, the consignment loading shall be done by IDEA in its

warehouse(s). The transporter shall ensure: -

5.1 Placement of vehicles of good and roadworthy conditions having all welded structures and

joints of vehicle chassis in sound condition.

5.2 That good quality lashing ropes in sufficient numbers, length and diameters and other items

required to accompany the vehicle so as to securely lash the consignment as per lashing scheme

to be provided /explained by IDEA circles to ensure its safer transit in the same condition and

same vehicle. Whenever explicitly mentioned by IDEA; the same should be got certified by IDEA

authority.

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5.3 To protect the consignments from rains in warranting situations, transporters shall ensure

Tarpaulin covering to the consignments.

5.4 Compliance of all the safety precautions and other instructions required in road

transportation e.g. red flags/lamps; pilot, escort etc. as may be required shall be the

responsibility of the transporter.

5.5 Lashing to be proper and safe. The transporter to check the same and to be satisfied

before departing from vendor’s premises.

5.6 Complaints of unsatisfactory packing or lashing will not be entertained after the vehicle has

departed from the loading point.

6.0 SAFETY OF CONSIGNMENT:

6.1 The transporter shall be solely responsible for the safe custody of the consignments from the

time the documents are handed over to him until the consignments are delivered at the

destination, duly obtaining acknowledgement of delivery.

6.2 Any failure in this regard shall be viewed seriously and IDEA shall be free to take

deterrent/penal action on the transporter concerned e.g. Suspension of business forthwith

and future business dealings by IDEA and recovery of all losses suffered by IDEA from

the transporter.

6.3 The transporter will indemnify IDEA against any loss, damage, breakage, shortage

and pilferage of any materials while in his custody.

6.4 Even, in cases where the transporter does not have his branch office or delivery points, all

consignments shall be accepted for transportation and deliver at such points. Similarly,

the transporter shall arrange for the collection of materials from such points and delivery

at any such points.

6.5 Transporter shall auction no material belonging to IDEA where customer/ suppliers have

defaulted in taking delivery for various reasons. The transporter will give notice under

registered post to IDEA and ask for instruction in the matter. The local manager of the

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transporter concerned should follow up these cases with the consignee at one end and

consignor at the other end.

6.6 Where all measures have exhausted and still the consignment is held by the transporter

for a period of one year or more, material shall be rebooked to the Consignor, on freight

"To Pay" but no demurrage payable basis without waiting for instructions. In such

cases, liability for to & fro freight will rest with IDEA.

7.0 STATUTORY OBLIGATIONS OF TRANSPORTER:

7.1 The transporter will observe and comply with the requirements of the Minimum Wages

Act and all other Industrial & Labour legislation for the time being in force or that may

hereafter be brought into force, governing the relationship between the employer and the

employee.

7.2 The transporter shall indemnify IDEA against all claims, payments and losses that the

company may have to make or suffer on account thereof. The transporter shall whenever

required to do so by the company or Govt. officials authorized under law, produce for

inspection all forms, register and other papers required to be maintained under the various

statutes.

7.3 The transporter shall accept liability for compensation in accordance with the provision

of the Indian Worker's Compensation Act 1923 read with Employees State Insurance Act

1948, amendments thereafter and or other law for the time being in force for personal

injury caused to any workmen by accident arising out of and in the course of this

contract.

7.4 Should the company be held liable for any loss, damage or compensation to third parties

arising from or in relation to transport operations done by the transporters; the

transporters shall reimburse such loss, damage or compensation to the company together

with the costs incurred by the company on any legal proceedings pertaining thereto.

8 INDEMNITY:

8.1 The transporter shall have to indemnify IDEA against all claims for injury or damage to

any person or property caused by his negligence or negligence of his employees whilst in

IDEA premises/sites.

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8.2 The transporter shall indemnify the company against all payments by way of compensation or

otherwise which the company may be called upon to make under the

provisions of the applicable Acts to any workmen as aforesaid, and any cost incurred by

the company in connection with any claim preferred by such workmen and or against all

actions, claims and demands whatsoever in respect thereof or in respect of any loss,

injury or damages whatsoever to any third person arising out of or occasioned by the

negligent, imperfect or improper performance of this contract by the transporters, their

workmen servants or agents.

8.3 The transporters approved and operating under the transportation rate contracts shall

further indemnify IDEA against:-

(i) Observance of Labour & Industrial Laws.

(ii) All claims by way of compensation and all other types of unforeseen claims,

which may arise in the course of contract.

(iii) Documentary compliance relating to freight billing.

(iv) Indemnity shall cover the entire transit right after loading to the unloading at

destination.

9 TRANSSHIPMENT:

9.1 For all consignments despatched, transshipment [unloading from

vehicle and then reloading on to another vehicle] en-route is NOT PERMISSIBLE.

Midway unloading and transshipment may however be permitted in exceptional cases,

e.g. on customer’s request, accident en-route or other bonafide reasons, provided

approval is taken from IDEA in advance.

9.2 In all cases of transshipments; the entire responsibility for safety of goods shall be at the risk

and cost of the transporter.

9.3 For all transshipments, detailed information to be furnished by the transporter to IDEA.

Damage to the consignment under transportation, if any, shall be made good by the

transporter.

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9.4 Any transshipment anywhere shall be done under strict supervision of the transporter/his

representatives to avoid the risk of any damage to the packing case or the consignment being

transshipped.

9.5 Transshipment damages of the packing cases in all cases shall be made good by the

transporter concerned. Transporter shall ensure that the equipment damaged due to

transshipment for any reasons are collected from the site of damage back to IDEA free of

charge.

9.6 Transporter shall make good the costs incurred by IDEA towards repair, replacement,

return freight, personnel expenses, back charging of IDEA by customer and other

incidentals for damaged goods, if not settled by the underwriter for any reason

whatsoever.

9.7 Vehicle carrying consignment on full truckload [FTL] basis shall not carry any other FTL

consignment in the same vehicle en-route. Should such a case be found, freight payment

shall not be paid towards the particular transaction.

10 PLACEMENT OF VEHICLES & LIFTING OF CONSIGNMENTS:

10.1 The transporter should provide the vehicles normally within one (1) day from the date of

allotment/placement of demand except in exigencies where shorter duration could be inevitable.

However, wherever possible, sufficient advance intimation in writing shall be given for placement

of vehicles for loading consignment.

10.2 The transporters shall also ensure that Motor Vehicle Act/Rules stipulations are strictly

followed. It will be the transporter’s responsibility to deploy proper vehicles to transport

consignments covered under the scope of work of the rate contract w.r.t. the axle and tyre

configuration ensuring the load bearing capacity as per Motor Vehicle Act/Rules

stipulated by Ministry of Road Transport & Highways.

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10.3 The vehicle(s) required to be deployed under the transportation rate contracts will be in

roadworthy conditions, to give uninterrupted service to IDEA. In case transporters

fail to place/deploy vehicle(s) after confirming, IDEA shall be at liberty to make suitable

alternative arrangement. All additional expenditure as also damage/losses incurred by IDEA as a

result of break-down of the transporter’s vehicle(s) or transport arrangement, will be payable by the

transporter to IDEA and such damage/losses shall determined by IDEA at its sole discretion.

10.4 In case of failure to ensure compliance of any or all of the preceding clauses, IDEA

reserves the right to make alternative arrangements for hiring vehicles at transporter’s

risk & cost. In such cases a token penalty per day may be levied by IDEA at its

discretion on the transporter after 24 hours, this shall be deducted from their running bills

for each day of delay for maximum one week.

10.5 Circles from PAN India shall approach the approved transporters for placement of suitable

vehicles for transportation under rate contract. Complaints in writing by the Circles on non-

placement within seven (7) days, for more than three (3) occasions shall disqualify the concerned

transporter for loading of the consignments for one month.

10.6 Transporter failing to place vehicle(s) required within the period intimated at

Loading Site and at Ports as required by Circles will be considered as a defaulter and business

loading on them could be suspended temporarily. Repeated failures in placing the vehicles may

lead to stoppage of business loading and even cancellation of the rate contract.

11 CONSIGNMENT WEIGHT/MEASUREMENTS:

11.1 In case the consignment(s) are of Normal/Open-body trucks, and the same are transported in

a Container for specific reasons, the payment would be made as per Normal/Open-body trucks or

Container rate contract rates, whichever is lower.

11.2 In case there is, a possibility/need to mix the Container and truck consignments for a

destination, then to optimize loading and utilize the Container capacity the same shall be

resorted to by IDEA.

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11.3 For consignment, which qualifies to be transported in a smaller category vehicle, but

instead a higher capacity category of vehicle is provided/used for any reason whatsoever;

the payment shall be made as that for smaller category only justifying the weight/dimensions of the

consignment transported.

12 CONSIGNMENT NOTE CERTIFICATION:

The following information shall invariably be legibly and clearly indicated on the

Consignment Note (i.e. LR) by the transporter at the time of loading of the consignment and prior

to certification of despatch by the consignor / vendor: -

i) Registration No(s). of the vehicle(s).

ii) Weight, dimensions and No. of the packing cases.

iii) Name & address of the consignor with specific destination.

iv) Description of the consignments with IDEA Purchase Order (PO) reference.

v) Distance to destination in kM and rate of freight.

vi) All other relevant information of Despatch Advice Note, Excise Invoice, and Way Bill/Permit etc.

vii) Freight details and consignment value.

13 TRANSIT INSURANCE:

Transit insurance of the consignment under transportation by the transporter will be

responsibility of IDEA/Consignee as the case may be. However, transporter will be

responsible for any external damages as per Sec. 8 of Carriers Act, 1865.

13.1 The contract as entered into between IDEA and the transporter(s) shall in no way nullify,

reduce, mitigate or absolve the parties of any responsibility, obligation or liability that

may devolve upon them under the Carriers Act, 1865 as amended upto date.

13.2 Position as above shall not absolve the transporter of his responsibility for safe and

proper transportation of the goods to the proper destination or his liability to compensate

for the damage/ shortage / loss in respect of the consignments transported by him.

13.3 The transporter’s consignment note (LR) shall be acceptable to insurance company. In

addition, the transporter shall get ‘LEGAL LIABILITY’ from Insurance Company for

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Insurance Cover.

14 VEHICLE MOVEMENT REPORTING:

14.1 The transporters shall be bound to report movement progresses of all outgoing

consignments through electronic communication systems such as Fax, Mobile

telephony/STD phones/Roaming cell phones, e-mail, web based monitoring system or

any other mode desired by IDEA at regular intervals.

14.2 The transporter shall ensure that the vehicle driver carries with him a mobile phone to enable

IDEA/Customer to contact him for monitoring the progress. The mobile phone No. shall be

intimated to IDEA Circle Team before the consignment is moved. Besides, daily status of

movement shall be conveyed by e-mail to IDEA Commercial Team without fail.

15 DETENTION, DEMURRAGE, WHARFAGE & STORAGE:

15.1 Except as provided in ‘PRICING SHEET’; no detention, demurrage, wharfage ,

storage or any such charges shall be payable to the transporter.

15.2 However, detention charges shall be chargeable incase the vehicle is not unloaded after

24hrs after reporting to warehouse.

16 ROUTE & DISTANCE:

16.1 The transporters are advised in their own interest to conduct and update/confirm route on

their own before carrying the consignment to avoid any delays en-route. In specific cases, IDEA

reserves the right to seek a route survey report from the transporter, for which no separate

charges shall be payable by IDEA.

16.2 The distance for the purpose of freight admissibility shall be the shortest route

exhibited in the Motoring Guide of India (latest edition) or the shortest established

route for the destination. Wherever a particular station is not appearing in MGI, the

distance calculated upto the nearest station available in MGI will be suitably

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increased/decreased based on information from other sources like Railway time table,

Project authorities etc.

16.3 Notwithstanding (16.2) above, it shall be the responsibility of the transporter to use

alternate shorter route, which may be available but not appearing in MGI and claim

freight accordingly. If it is found at a later date that the transporter has adopted a route

shorter than the claimed route, freight paid for the excess distance shall be recovered

from the transporter’s running bills.

16.4 Where longer route becomes necessary due to validly unavoidable circumstances, the

transporter shall documentarily evidence e.g. news clippings/ photographs of road

obstructions/ diesel filling bills/ endorsement from PWD, RTO check posts etc. along

with the freight bill.

16.5 Wherever the consignee or consignor has re-directed the consignment to other

destination, the transporter shall obtain such request from concerned authorities in writing

and submit it alongwith freight bill for claiming the distance as per redirected route.

17 TRANSIT PERIOD:

17.1 The timely delivery of consignments is the essence of the contract. Consignment will

have to be transported safely to the destination within the normal permissible running/ transit

period as given under ‘PRICING SHEET’.

17.2 Transporters shall make available the delivery information within 2-3 days of delivery in all

cases referred to them by IDEA.

17.3 For all overdue consignments (i.e. delayed beyond the stipulated delivery time)

transporters shall, through their local office, submit delivery status of the consignments

regularly on weekly basis.

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18 DESPATCH DOCUMENTS:

18.1 While accepting the consignments for transportation, the transporter shall ensure to

collect all the necessary documents from the consignor/vendor viz.

i. Despatch Advice Note/Challan,

ii. Excise Invoice (Pink/ Duplicate) indicating PO reference,

iii. Driver /Lorry/Destination Copy of LR ,

iv. Consignee Copy of LR for door delivery,

v. Road Permit/Waybills etc. wherever applicable,

vi. SMIV/PMIV/Excise Gate Pass, wherever applicable.

18.2 The transporter shall be responsible for delivering the connected documents particularly

original excise gate pass/invoice, counter-foil of Road Permit etc. to the consignee and obtaining

acknowledgement of the same.

18.3 Incase the transporter fails to deliver original Excise Gate Pass (duplicate for transporter to

claim Modvat) and any other documents to Warehouse Manager and counter-foil of the waybill to

Consignee, responsibility for loss shall be entirely on transporter.

18.4 Wherever IDEA has arrangement with vendors for furnishing Road Permits at Checkposts,

transporter shall collect the same from vendor’s office en-route.

18.5 All documents related with transportation, required to be shown at various check posts

are collected by the transporter so that the consignments are not detained/delayed enroute

on this account. Detention / delays on this account will be the transporter’s responsibility.

19 ESCORTS:

Wherever IDEA intends to depute an escort for important consignments; he shall be allowed to

travel in the same vehicle to the destination at a nominal cost. The transporter will have to

organize their own escort on IDEA’s request.

20 DELIVERY & ACKNOWLEDGEMENT:

20.1 The transporter shall be responsible to obtain acknowledgement of delivery of goods from the

consignee strictly in the prescribed manner with signature, name & seal of consignee’s

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representative receiving the material duly specifying date & time, type of vehicle and Registration

No(s) and condition of the consignment on delivery incorporated overleaf LR/MR submitted

alongwith their freight bill claim. In case of any lapse, processing of the freight bill for release of

payment will be made only after due investigation.

20.2 The consignee copy of the LR shall be surrendered to IDEA only after physical

delivery of consignment and obtaining qualifying certificates, if required, regarding open delivery /

damages / breakage /shortages / leakage etc. Pending issue of these certificates, the consignee

copy shall be retained by IDEA.

20.3 In case of any damage to the consignment in transit, open delivery certificate

and joint inspection memo [JIM] whenever so called for by IDEA / VENDOR

shall be adhered to by the transporter.

20.4 The transporter will be bound under the contract to give shortages/damage/ open

delivery/joint inspection certificate(s) wherever required for lodging our claim with the underwriters.

In case they fail to comply with this, any loss, liability thus arising will rest with the transporter. In

case of joint inspection memo (JIM), the transporter should intimate the IDEA representative

authorised to sign the JIM, which should be properly stamped with the name of the person to avoid

any dispute later. Manager of Transport Company shall duly

attest the signature of the representative.

20.5 The transporter will be bound to accept letters/notice/claims from IDEA/ Insurance Co. in

accordance with the provision of the Insurance Act.

20.6 Transporters shall ensure submission of damage/shortage/loss certificate in the prescribed

Annexure, immediately on receiving intimation to the effect under

acknowledgement of the concerned official with submission of the ‘acknowledged

copy’ of the certificate on freight billing.

20.7 In case a vehicle meets an accident en-route, the transporter shall immediately

inform IDEA, furnishing details of the mishap, copy of FIR, photographs and damage report etc. to

enable IDEA arrange survey, if required. The transporter shall move such consignment only after

specific clearance is given by IDEA. No freight bill for movement of such consignment shall be

entertained till IDEA/Vendor’s insurance claim is settled.

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21 PENALTY FOR DELAY IN DELIVERY:

21.1 If consignments are not delivered within the transit schedule [transit time reckoning the

permissible speed plus 1 (one) day grace period], a penalty @ 2% of the basic freight

charges per week of delay or part thereof subject to a maximum of 10% shall be

levied.

21.2 For determining the number of days for transit time, for the left over distance, which is

below the distance fixed per day, one additional day, will be computed.

21.3 Condonation of delays/transshipment etc. and waiver of penalties thereto shall be at the

discretion of IDEA based on the representation received from the transporter on case-to case

basis.

21.4 For the purpose of computing the delivery time, the date of LR or actual date of exit from

plant (whichever is later) shall be taken as despatch date. The date of unloading at

destination shall be taken as the delivery date. In case there is a delay in unloading by

consignee, the actual date of reaching of consignment at destination shall be taken as

delivery date provided the detention at destination is certified by the Consignee.

22 Force Majeure:

The following shall amount to force Majeure. Acts of God, Acts of any Government, War,

Sabotage, Riots, Civil Commotion, Police Action, Revolution, Flood, Fire, Cyclones, Earth Quakes

and Epidemic over which transporter has no control. Mechanical failure shall not come under force

majeure.

22.1 Delay attributable to above force-majeure conditions will be reviewed by IDEA on

representation by transporter on case to case basis for granting relief on merit.

23 FREIGHT PAYMENT:

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23.1 Mode of payment of freight will be on “To be billed" [TBB] (to be paid by IDEA) after

satisfactory delivery of goods to our warehouse and production of documentary evidence in

support thereof.

23.2 All freight payment will be made by Cheque/RTGS after deducting TDS as per applicable law.

Total freight amount will be rounded off to nearest full rupee value for claiming freight

charges.

23.3 Payment of freight bills shall normally be made within (Thirty) 30 days of presentation of

the bill duly supported with the acknowledgement on the LR/GR, in duplicate The

consignee’s acknowledgement obtained on the LR/GR should clearly indicate the Vehicle

Registration Number(s) on which the consignments have been delivered to the consignee,

clearly indicating the date of delivery.

23.4 Freight Bills submitted after 90 days from the date of delivery will not be accepted

unless transporter explains the delay in writing.

23.5 Freight charges for consignments acknowledged on delivery under damage/shortage/

discrepancy condition(s) shall be paid only after clearance by concerned product

commercial in regard to acceptance of consignments by Customer, or settlement of

insurance claim by underwriters in case of equipment damage.

23.6 Any levies or cess, if legally applicable on the freight charges shall be reimbursed on

production of documentary evidence, along with the freight bills.

In terms of Service Tax applicable under prevailing Act thereto, the transporters in

their freight bills will ensure an endorsement of certificate stating that they have not

availed CENVAT Credit of duty paid on inputs or capital goods and also they have

not availed the benefit under Notification No. 12/2003 ST dated 20/06/2003.

24 FREIGHT ESCALATION:

24.1 The base freight rates agreed between IDEA and the transporter increase/decrease by 10%

of percentage increase/ decrease in the rates of diesel prevailing over the base rate on the date of

contract.

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24.2 Any increase/decrease so allowed to the transporters will be added to or subtracted from

the basic freight rate. This increase/decrease will be computed on the basis as

under:-

New Freight = (Current Freight * 40%)*(New Diesel – Base Diesel)

Base Diesel Price

24.3 Freight increase on any other account will not be permissible.

25 LOADING AND UNLOADING CHARGES:

25.1 Vendor shall be responsible for loading of all outgoing consignments in its factory premises.

25.2 Unloading of incoming consignments at the Circle warehouse shall be done by IDEA

Warehouse team.

25.3 If, as per IDEA’s contract with Customer/vendor, the transporter has to arrange for manual or

crane unloading at the project site, then unloading charges will be regulated as per

‘special terms & conditions’ of the contract.

25.4 No unloading charges shall be allowed for consignments delivered in damaged condition.

26 OCTROI/ENTRY TAX:

26.1 Transporter shall arrange to pay the Octroi duty and entry tax under conditions

warranting and the same will be reimbursed to them along with the freight bill on

production of true copy of the original certificate duly authenticated by the concerned

product commercial group to whom the original has to be handed-over.

27 PERFORMANCE EVALUATION/BUSINESS DISTRIBUTION:

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27.1 The performance of the transporters shall be evaluated for each rate contract based

upon the performance parameters like timely placement of vehicles, safe & timely delivery,

movement reporting, transshipment and timely submission of freight bills.

27.2 Business distribution may vary from time to time, depending upon the performance of the

transporters.

27.3 Preference in allocation of demand will be given to those transporters who are able to

place vehicles as per time frame required by IDEA.

28 ARBITRATION:

Any dispute arising out of this contract shall be referred to the sole arbitration of IDEA,

Mumbai. Its award shall be final and binding on the parties. The venue of arbitration in all

cases shall be at Mumbai.

29 JURISDICTION:

In case of any suit or other legal proceedings arising under or relating to the rate contract,

the courts at Mumbai only shall have jurisdiction.

30 CONFIDENTIALITY

Parties shall, at all times, during the continuance of this Agreement or otherwise:

a. Keep all Confidential Information confidential and accordingly shall not disclose any such

Confidential Information to any other person;

b. Not use or cause the use of any Confidential Information for any purpose whatsoever other than

that contemplated under this Agreement;

c. Use all reasonable endeavors to ensure that all persons to whom Confidential Information may

be disclosed in furtherance of this Agreement, including but not limited to officials and employees

of Transporter & Idea, keeps the same confidential and does not use the same except for the

purposes for which the disclosure is made.

d. Obligations of Service Provider and Idea in terms of this Clause, shall not apply to the extent that

such Confidential Information:

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I. is at the date hereof, or hereafter, enters the public domain through no fault of Transporter or

Idea as the case may be;

II. can be shown by Transporter or Idea, to the reasonable satisfaction of disclosing party, to have

been known to it prior to being disclosed by Idea or Transporter to it;

III. is required by any court or other similar judicial body or governmental or statutory authority to be

disclosed, published or communicated.

31 RELATIONSHIP

This Agreement is on a principal-to-principal basis and does not create any employee-employer

relationship between the Parties. The Transporter, its employees, agents and representatives shall

provide services as an independent contractor and nothing contained herein shall be deemed to

create any partnership, joint venture between the Parties or a merger of their assets or their fiscal

or other liabilities or undertakings or create any employment or relationship of principal and agent

between Idea and the Transporter and/or its representatives, employees and agents.

c. At no time shall the Transporter represent to any third party that the scope of its association

with Idea extends beyond the scope of this Agreement. Persons employed by the Service

Provider will be under the sole and exclusive direction and control of the Service Provider

and shall not be considered employees of the other party for any purpose. In the event

Service Provider is permitted to render services, or part thereof, through subcontractors,

Service Provider shall remain the prime contractor under this Agreement and as such

Service Provider assumes prime responsibility for the delivery and performance of the

services hereunder. At no time shall any of the employees/representatives of the

subcontractor be considered to have any privity of Agreement with Idea and the Service

Provider shall be solely responsible for ensuring that all its subcontractors comply with the

terms of this Agreement and all applicable laws.

d. As a two way business relationship, Service Provider to use Idea’s connectivity – voice &

broadband / internet for carrying out their business.

D. CODE OF CONDUCT

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a. The Service Provider will conduct all its dealings in a very ethical manner and with the

highest business standards.

b. The Service Provider will provide all possible assistance to Idea in order to investigate any

possible instances of unethical behaviour or business conduct violations by an employee of

the Service Provider. Service Provider will disclose forthwith any breach of these provisions

that comes to its knowledge to allow for timely action in its prevention and detection.

c. Service Provider will adopt appropriate processes to prevent offering any illegal gratification

in the form of bribes or kickbacks either in cash or in kind in the course of all dealings with

us. Any instances of such violations will be viewed in a serious manner and Idea reserves

the right to take all appropriate actions or remedies as may be required under the

circumstances.

d. Service Provider is required to confirm its compliance to ethical dealings on an annual

basis by signing a certificate to this effect as per Idea’s standard annual certificate annexed

herein as Schedule B.

E. GENERAL CLAUSES

This Agreement supersedes all previous Agreements / understanding oral or otherwise.

In witness whereof the parties hereto have caused this Agreement to be executed the day,

month and year first above written.

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For XXXXXXXX

For Idea Cellular Limited

________________________________________

Name:

Name:

Designation:

Designation:

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Schedule C

Rates