GENERAL TERMS AND CONDITIONS
- Definitions and Interpretation
- “Applicable Law” shall mean all statutes, rules, regulations, notifications, circulars, orders, permits and directions applicable in India to transportation, logistics, warehousing, carriage of goods, road safety, tax, labour, environment, data protection, anti-corruption, hazardous goods and allied services, including without limitation the Indian Contract Act, 1872, Carriage by Road Act, 2007, Carriage by Road Rules, 2011, Motor Vehicles Act, 1988, Central Motor Vehicles Rules, 1989, Goods and Services Tax laws, E-Way Bill provisions, Legal Metrology laws, Bharatiya Nyaya Sanhita, 2023, Prevention of Corruption Act, 1988, Information Technology Act, 2000, Digital Personal Data Protection Act, 2023 and state-specific transport, entry, route or labour requirements.
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- “Carrier”, “Transporter”, “Service Provider”, “we”, “us” or “our” shall mean ‘KargaIndia Roadways Private Limited’/ ‘Proca Exim’ [Note: This can be modified further as per requirement] being the authority under these terms- issuing the quotation, consignment note, goods receipt, work order, invoice or service document and includes its directors, officers, employees, drivers, agents, representatives, subcontractors, fleet owners, warehousemen, handling agents, affiliates and insurers.
- “Customer”, “Consignor”, “Consignee”, or “you” shall mean the person/entity/organization booking, tendering, owning, controlling, selling, purchasing or receiving the Goods, and includes any person acting on behalf of such person. Each such person shall be jointly and severally liable for all obligations, payments, representations, indemnities and statutory compliances under these Terms.
- “Goods” shall include but will not be limited to any cargo, packages, containers, pallets, materials, products, documents or articles tendered of any form of product/item which is tendered for the purpose of transportation, handling, storage, forwarding, delivery or any logistics service, including packaging, containers and accessories supplied by the Customer.
- “Services” means and includes transportation by road [Note: Since we are giving out import export license too, just wanted to confirm if we are restricting KargaIndia to only road transport] and related logistics services, including collection, loading coordination, line-haul, last-mile delivery, warehousing, storage, consolidation, deconsolidation, freight forwarding, route planning, documentation support which also includes using our import/export license for movement of any goods, handling, any value-added and incidental services, reverse logistics and incidental services.
- Headings are for convenience only. Singular includes plural. “Including” means including without limitation. Any reference to a statute includes amendments, re-enactments and subordinate legislation. In case of inconsistency, a written master services agreement signed by both parties shall prevail, followed by the accepted quotation or work order, consignment note/goods receipt, SOP, and these Terms.
- All the “Conditions” herein are complete but not restricted to this. These terms and conditions may be modified/amended by us from time to time in accordance with company policies and laws. To get the updated and/or latest terms and conditions applicable for the Consignment, please write to info@kargaindia.com/ _________procaexim.com
- Applicability, Acceptance and Incorporation
- These Terms apply to every quotation, booking, shipment, consignment, vehicle placement, warehouse receipt, invoice, goods receipt, lorry receipt, delivery order, platform order, e-mail confirmation, purchase order accepted by us, and any Service performed by us, unless expressly varied in a written agreement signed us modifying the terms.
- The Customer by placing an order with us, will be deemed to have accepted our terms as mentioned herein.
- If the Customer acts as an agent, freight forwarder, broker, intermediary, marketplace, aggregator, seller, buyer or consignee, the Customer warrants that it has full authority to bind the owner of the Goods and all interested parties to these Terms and shall indemnify us if such authority is disputed.
- If there is any relaxation, operational accommodation, partial performance, acceptance of late payment or deviation from these Terms, the same shall not constitute to be automatic waiver.
- Nature of Engagement and No Assumption of Special Duties
- Unless expressly agreed in writing, our role will strictly be limited to act as a transporter/logistics service provider and not as seller, buyer, manufacturer, customs broker, insurer, tax adviser, packaging contractor, security agency or guarantor of your Goods.
- We do not certify and/or warrant marketability, fitness, quality, shelf-life, internal condition, contents, weight, count, measurement, title, legality, value, origin, destination compliance or documentation sufficiency of the Goods.
- Any transit time, delivery schedule, estimated time of arrival, tracking update, route estimate or vehicle placement commitment is an estimate unless expressly stated as a guaranteed service in a signed document with an agreed premium costing. Time is not of the essence unless specifically agreed in writing.
- Where we arrange third-party carriers, warehouses, terminals or other vendors, we may do so as principal or as agent depending on the service scope. In either case the limitation of liabilities will extend to such third-party carriers, warehouses, terminals or other vendors as the case may be.
- Customer’s Primary Responsibilities
- The Customer shall provide complete, true and accurate instructions before pickup, including Goods description, value, quantity, weight, dimensions, packaging type, invoice, E-Way Bill, permit, tax document, handling requirements, temperature requirements, delivery address, contact details, access restrictions and any special risk involved in transportation of such Goods.
- The Customer shall ensure that the Goods to be transported are not illegal under any of the applicable laws of India and any other country or state where transportation is to happen. The Goods shall be properly packed, labelled, marked, documented, declared, insured where required, and fit for ordinary road transportation, handling, stacking and storage. The entire details of the Goods shall be shared with us 48 hours before the pick up.
- The Customer shall not tender prohibited, restricted, hazardous, perishable, high-value, temperature-sensitive, fragile, over-dimensional, overweight, inflammable, explosive, corrosive, biological, cash, bullion, jewellery, and/or any regulated Goods unless the same is fully disclosed in advance and accepted by us in writing with all statutory permissions obtained by Customer on our behalf and on bearing such additional charges as may become payable in advance.
- The Customer shall arrange safe access, labour, equipment, cranes, forklifts, loading/unloading space, gate passes, entry permissions and site readiness unless expressly included in our scope. Waiting time, detention, futile trips and additional handling will be chargeable over and above the price agreed upon, as the case may be.
- The Customer shall not force any driver or any of our representative to overload a vehicle, breach route restrictions, violate driving hour norms, carry undeclared Goods, misdeclare value or nature, bypass tolls, evade tax, breach permit conditions, pay illegal gratification, or undertake unsafe, unlawful or unreasonable instructions. Any attempts to do any of the aforesaid shall be immediately reported to the concerned authorities and we reserve the exclusive right to cancel the service without any refund of monies.
- Quotations, Freight, Taxes and Charges
- Quotations are based on information supplied by the Customer and prevailing costs on the quotation date. Quotations can very depending on many external factors and shall not be considered as final unless we confirm the same to you and you accept the same. Quotations exclude GST, tolls, permits, detention, loading/unloading, packaging, labour, insurance, storage, demurrage, entry tax if applicable, penalties attributable to Customer default, and extraordinary costs.
- Freight may be calculated by actual weight, volumetric weight, vehicle type, distance, route, commodity, handling requirements, declared value, delivery urgency, minimum charges or any agreed commercial metric. We may re-weigh, re-measure or inspect externally and raise supplementary charges for discrepancy, if any.
- All invoices are payable within the credit period of ___ days, failing which interest shall accrue at 18% per annum or the maximum rate permitted by law, whichever is lower, from due date until realisation, without prejudice to suspension, lien and recovery rights.
- The Customer shall deduct tax at source only where legally required and shall provide valid certificates within the statutory period. GST input credit loss, interest, penalty or demand arising from Customer error, wrong GSTIN, wrong place of supply, delayed documentation or failure to comply with tax law shall be reimbursed by the Customer.
- Customer will be liable to pay Freight charges irrespective of any cargo claim, unless prohibited by law.
- Loading, Unloading, Packing and Securing
- Unless expressly agreed, packing, loading and unloading of the Goods shall be the Customer’s responsibility. Our driver’s presence, vehicle positioning, assistance, counting or signature shall not shift responsibility for packing, loading pattern, weight distribution, securing or cargo suitability of the Goods.
- The Customer shall pack Goods to withstand ordinary incidents of road transportation in India, including vibration, braking, acceleration, turning, uneven roads, weather exposure where open vehicle is requested, handling, stacking, transshipment and reasonable storage.
- During loading, the Customer is solely responsible for any overloading, axle load breach, unsafe load distribution, leakage, spillage, protrusion, insufficient lashing, improper dunnage, weak pallets, deficient packaging, wrong labelling and any resulting loss, penalty, accident or third-party claim.
- We may refuse pickup, require repacking, unload unsafe Goods, suspend movement, if the Goods appear unsafe, unlawful, inadequately documented or inconsistent with instructions.
- Transit, Route, Transshipment and Delivery
- We may select or vary route, vehicle, driver, carrier, warehouse, hub, sequence of deliveries, consolidation, transshipment, resting point and operational method unless the same hampers any estimate time of arrival or agreed date and time of delivery.
- We may deviate from the usual route for safety, traffic, weather, law enforcement, route restrictions, toll congestion, breakdown, accident, road closure, land slides strikes, riots, public order issues, force majeure, operational efficiency, consolidation or any reasonable cause.
- Delivery shall be deemed completed upon tendering the Goods at the delivery address, obtaining signature, stamp, OTP [Note:– Do we have this OTP system], electronic proof, gate record, e-mail confirmation, platform confirmation, unloading commencement, or any other commercially reasonable proof of delivery.
- If the consignee refuses, delays or fails to take delivery, or if documents are found to be in deficient, premises are closed, payment is not made, or delivery is unsafe or unlawful, we may store the Goods, return them, re-route them, hold them under lien, or deal with them as undelivered Goods at Customer’s risk and cost.
- We are not required to verify the identity, authority or internal receiving procedures of any person authorised by the Customer at the delivery location, unless a specific written verification protocol has been intimated to us and accepted by us.
- Risk Allocation, Insurance and Limitation of Carrier Responsibility
- The Customer acknowledges that freight is fixed on the basis of risk allocations and limitations. The Customer may obtain cargo insurance at its own cost. We are not an insurer of Goods and do not assume liability equivalent to the declared or invoice value unless a higher liability is expressly accepted in writing against an agreed additional charge.
- Subject to Applicable Law, our aggregate liability for loss of or physical damage to Goods in any consignment shall be limited to the lower of: (a) the freight paid for the affected consignment or (b) Rs. _______per consignment.
- Where liability under the Carriage by Road Act, 2007 is applicable and cannot be excluded, our liability shall be determined only in accordance with that Act, the Carriage by Road Rules, 2011 and the valid consignment note/goods forwarding note, including declaration of value, description, condition and statutory notice requirements.
- No liability shall arise unless the Customer proves by contemporaneous written evidence that the loss occurred while the Goods were in our actual custody, was directly caused by our wilful misconduct or gross negligence, and is not excluded under these Terms or Applicable Law.
- Exclusions of Liability
We shall not be liable for loss, damage, shortage, delay, deterioration, contamination, seizure, confiscation, fine, penalty, detention or expense caused by or arising from the exclusions listed below:-
- Any act or omission of the Customer, consignor, consignee, owner, packer, loader, unloading party, vendor or their representatives;
- insufficient, defective or unsuitable packing, labelling, marking, pallets, dunnage, lashing, sealing or documentation;
- perishability, leakage, evaporation, rusting, oxidation, infestation, temperature sensitivity, electrical or mechanical derangement, ordinary wear and tear or natural deterioration;
- Incorrect declaration, misdescription, undervaluation, overloading, prohibited Goods, hidden hazardous character or inaccurate weight/dimensions;
- delay due to traffic, weather, road condition, police checking, toll congestion, route restrictions, statutory detention, accident, breakdown despite reasonable maintenance, strike, bandh, riot, public disturbance, cyber outage;
- government action, seizure, confiscation, inspection, sampling, tax detention, permit issue, E-Way Bill expiry, documentation mismatch or regulatory direction;
- open delivery accepted without written shortage/damage remarks at the time of delivery;
- Force Maujeure events like acts of God, fire, flood, storm, landslide, earthquake, epidemic, pandemic, transport strike, fuel shortage, war, terrorism, civil commotion or circumstances beyond reasonable control which renders performance impossible;
- fraud, theft, pilferage, hijacking, robbery, dacoity or criminal acts of third parties where reasonable care has been exercised; and
- indirect, special, punitive, exemplary, remote, loss of market, loss of profit, loss of business, production stoppage, liquidated damages, contractual penalties, reputational harm or consequential loss.
- Hazardous, Restricted and Special Cargo [Note: Do see if your scope of business will cover this]
- Hazardous, dangerous, regulated, high-risk, temperature-controlled, fragile, high-value, over-dimensional or restricted Goods shall be accepted only by prior written agreement, accurate declaration, special packaging, statutory licences, safety data sheets, emergency instructions, permits, insurance and on additional charges.
- The Customer shall comply with all Applicable Law relating to hazardous and dangerous goods, including classification, packaging, labelling, placarding, driver instructions, emergency response, route restrictions and documentation.
- If undeclared or improperly declared Goods are tendered, we may unload, neutralise, destroy, dispose, return, store or hand them to authorities without liability. The Customer shall indemnify us for all loss, injury, environmental harm, penalties, clean-up, legal costs and third-party claims.
- Statutory Compliance, E-Way Bills and Documentation
- The Customer is solely responsible for invoices, delivery challans, E-Way Bills, permits, waybills, test certificates, tax declarations, import/export documents, legal metrology declarations, licences and all documents required for lawful carriage and delivery.
- The Customer shall ensure that E-Way Bills are generated, extended, corrected and made available in accordance with GST law. Delays, detentions, penalties, seizure, confiscation or tax demands arising from documentation defects shall be at Customer’s risk and cost.
- We may assist in documentation only as an administrative convenience based on Customer information. Such assistance shall not transfer statutory responsibility to us.
- The Customer shall comply with all laws relating to prohibited goods, hazardous substances, food, pharmaceuticals, alcohol, tobacco, chemicals, batteries, electronics, waste, scrap, minerals, forest produce, agricultural produce and state-specific movement restrictions.
- Detention, Demurrage, Storage and Undelivered Goods
- Free loading, unloading and waiting time, if any, shall be as stated in the quotation or SOP. Thereafter detention, demurrage, halting, parking, driver allowance, equipment charges, storage and consequential operational costs shall be payable at our prevailing rates.
- Undelivered, refused, detained, unpaid, unclaimed or wrongly addressed Goods may be stored in our premises or with third-party warehouses at Customer’s risk and cost. Storage of such Goods does not enlarge our liability.
- If Goods remain undelivered or charges remain unpaid freight, en-route expenses, wharfage, handling and other charges for more than 30 days, or earlier where Goods are perishable, hazardous or costly to store, we may issue notice and thereafter sell, auction, dispose of or destroy the Goods in a commercially reasonable manner, subject to Applicable Law. Sale proceeds may be appropriated towards freight, storage, detention, expenses, interest and recovery costs, with surplus, if any, held for the entitled party and no claim shall be entertained by us regarding the same.
- Perishable, dangerous, leaking, contaminating, decaying Goods may be dealt with immediately without waiting for notice where necessary to protect life, property, environment, public order or legal compliance.
- Lien and Security Interest
- We shall have a general and particular lien over Goods, documents, proceeds and any Customer property in our custody for all freight, charges, storage, detention, interest, indemnities, advances, penalties, taxes, recovery costs and other sums due from the Customer or any interested party.
- The lien shall extend to past, present and future dues and may be exercised notwithstanding delivery instructions or transfer of title. The Customer shall not dispute or obstruct exercise of lien where lawful dues remain unpaid.
- Exercise of lien, storage, sale or disposal shall not prejudice any other remedy for recovery of shortfall.
- Claims Procedure and Time Limits
- Any visible loss, shortage or damage must be recorded at the time of delivery, hand over of delivery challan, gate pass or electronic delivery record at the time of delivery. Clean delivery, acceptance without written remarks, or removal of Goods from the delivery point without remarks shall be prima facie evidence of delivery in apparent good order.
- In case of a claim, the Customer shall mitigate loss, preserve packaging, allow inspection, provide documents, secure salvage and cooperate with insurer/surveyor. Failure to do so shall reduce or extinguish any claim. [Note for Client:- Do see if you would want to retain this]
- Payment of any claim, if any, shall be subject to surrender of salvage, subrogation rights and full and final settlement documentation. Freight and charges remain payable regardless of claim pendency.
- Indemnity
- The Customer agrees to indemnify, defend and hold harmless the Transporter and its directors, officers, representatives, employees, drivers, agents, subcontractors, carriers, warehousemen, affiliates and insurers from all claims, losses, damages, liabilities, penalties, fines, tax demands, interest, costs, legal fees and expenses arising with respect to any act/conduct of third party which leads to any kind of claim, damage or loss to the Transporter.
- The indemnity shall apply irrespective of whether the claim is made by the Customer, consignor, consignee, owner, insurer, employee, authority, third party or any other person, except to the extent finally determined to have been caused solely by our wilful misconduct.
- Force Majeure
- We shall not be liable for failure, delay or deficiency caused on account of events beyond reasonable control, including acts of God, flood, cyclone, torrential rains, land slide, earthquake, fire, epidemic, pandemic, war, terrorism, riot, strike, transport strike, fuel shortage, lockout, bandh, labour unrest, accident, road closure, traffic disruption, fuel shortage, cyber incident, power failure, governmental action, statutory detention, court order, route restriction, breakdown despite reasonable maintenance, or public emergency.
- During force majeure, performance shall be suspended. We may re-route, store, return, suspend, terminate or take reasonable protective steps at Customer’s risk and cost.
- Confidentiality, Data and Technology
- Each party shall keep all those information confidential which are not open to public information and information relating to operational conditions, pricing, route, customer details, employee details and technical information received from the other party, except where disclosure is required for performance, legal compliance, insurance, audit, professional advice or dispute resolution.
- By agreeing to engage our services, the Customer authorises us to process shipment data, contact details, location data, documents, proof of delivery, KYC records and communications for providing Services, compliance, billing, fraud prevention, safety, analytics, insurance and dispute management, subject to Applicable Law including the Digital Personal Data Protection Act, 2023 when in force and applicable.
- Anti-Bribery, Sanctions and Lawful Conduct
- The Customer shall not request, authorise, reimburse or facilitate illegal payments, bribes, facilitation payments, tax evasion, false documents, misdeclaration, overloaded carriage, unsafe driving, unlawful detention avoidance or any conduct contrary to Applicable Law.
- We may refuse or suspend any instruction that appears unlawful, unsafe, corrupt, fraudulent, sanctionable or likely to expose us to prosecution, penalty, licence risk or reputational harm.
- Termination and Suspension
- We may suspend Services, withhold vehicles, refuse pickup, stop credit, exercise lien, or terminate any arrangement immediately if the Customer defaults in payment, breaches these Terms, provides false information, tenders unsafe or unlawful Goods, becomes insolvent, causes repeated detention, or exposes us to legal or safety risk.
- Termination shall not affect accrued rights, charges, lien, claims, indemnities, confidentiality, limitations of liability or dispute resolution provisions.
- Notices
- Notices may be given by hand delivery, courier, registered post, e-mail, portal notification or any other agreed electronic mode to the addresses last notified by the parties. E-mail notices shall be deemed received when sent unless bounce-back is received.
- Operational communications by phone, WhatsApp, SMS, e-mail, portal or driver/customer representative may be relied upon for day-to-day execution, but contractual variations require written approval by an authorised signatory.
- Governing Law, Jurisdiction and Dispute Resolution
- These Terms and all Services shall be governed by and construed in accordance with the laws of India and the courts at Mumbai, Maharashtra shall have exclusive jurisdiction.
- Any dispute, controversy or claim arising out of or relating to these Terms, Services, invoices, consignments, Goods or any related transaction shall first be attempted to be resolved through good faith discussions for 15 days from written dispute notice.
- If unresolved, the dispute shall be referred to arbitration under the Arbitration and Conciliation Act, 1996 before a Sole Arbitrator mutually appointed by the Parties. The seat and venue of arbitration shall be Mumbai, Maharashtra. The language shall be English. The award shall be final and binding.
- Nothing prevents us from pursuing undisputed dues, lien enforcement, injunctive relief, recovery proceedings or criminal/statutory remedies where available.
- Miscellaneous
- If any provision is held invalid or unenforceable, the remaining provisions shall continue in full force and the invalid provision shall be modified to the minimum extent required to make it enforceable.
- No failure or delay in exercising any right shall operate as waiver. A waiver must be express and in writing.
- The Customer shall not assign rights or obligations without our prior written consent. We may assign receivables, subcontract performance or transfer business arrangements subject to Applicable Law.
- These Terms constitute the complete risk allocation for the Services and supersede inconsistent oral statements and prior non-binding communications.
- Clauses relating to payment, lien, limitation of liability, exclusions, indemnity, confidentiality, data, dispute resolution and governing law shall survive termination and completion of Services.
Accepted and agreed by the Customer:
Name of Customer: ________________________________
Authorised Signatory: ____________________________
Designation: _____________________________________
Date: ___________________________________________
Place: __________________________________________
For the Transporter / Logistics Service Provider:
Name: __________________________________________
Authorised Signatory: ____________________________
Designation: _____________________________________
Date: ___________________________________________
Place: __________________________________________