(THIS AGREEMENT HAS TO BE MADE ON A RS.

100 STAMP PAPER )

STOCK YARD AGREEMENT

This Agreement is made on this <Date> between Bussan Auto Finance India Pvt.
Ltd., a Company established under the companies Act 1956 and having its
registered office at 10th Floor, Ashoka Estate, 24 Barakhamba Road, New Delhi110001 and corporate office at A.B House,4/24A, Asaf Ali Road, New Delhi.
(Hereinafter referred to as the Company which expression shall unless it be
repugnant to the context or meaning thereof, be deemed to mean and include
their successors and assigns)
And
<Name of the Stockyard owner(s)> son of <Stockyard Fathers Name> at present
carrying on the business at <Office Address of the Stockyard> as sole proprietor
under the name and style of M/s <Name of the Company under which Stockyard
owner carrying on his business> hereinafter referred as the agent which
expression shall include him and his heirs, executors, administrators, legal
representatives, successors and permitted assign of the other part .
Whereas

A. The Company is in the business of extending financial assistance to

prospective customers (borrowers) for purchase of two wheeler vehicle under
Loan cum Hypothecation. by executing necessary agreements executed for
the said purpose.
B. Whereas in the course of the Companys business, it is necessary for the
company to repossess the vehicles of the borrowers in the event of
default committed by the borrowers in repayment of equated monthly
payable under the agreements executed and/or for breach of terms and
conditions of the agreements. In exercise of the companys rights under
the said Agreements, such vehicles on repossession are kept in the
possession of the company till they are returned to the borrowers on
settlement of their loan accounts or until the vehicles are disposed of
by sale or otherwise. The Company is desirous of availing warehousing

facilities for safe-keeping of the vehicles which may from time to time
be possessed by the company;
C. Whereas the Warehouse Keeper has represented to the company that the
Warehouse-keeper is engaged in the business of providing warehousing
facilities and that the warehouse-keeper possess the requisite
knowledge, skill, expertise, experience and infrastructure for safely and
duly keeping (warehousing) the vehicles as custodian of the company
in the warehouse in the manner as provided in this Agreement.
D. Whereas at the request of the Warehouse-keeper and relying on the
representations, warranties, covenants and agreement on the part of
the Warehouse-keeper as contained in this Agreement or otherwise
made to the company, the company has agreed to avail of the
Warehouse-keepers warehousing facilities and to entrust to the
warehouse-keeper the task of warehousing the vehicles so possessed in
the manner and/or on the terms and conditions contained in this
Agreement;
The parties hereto are desirous of executing these presents to record the
terms and conditions of the Agreement between them as under:

IT IS NOW AGREED BY AND BETWEEN THE PARTIES HERETO AS FOLLOWS:

1. AGREEMENT TO WAREHOUSE:
The Warehouse-keeper agrees and undertakes to keep safely and
warehouse in the
warehouse the all the vehicles which the company
may deliver to the warehouse-keeper in accordance with the terms and
conditions of the Agreement, hereinafter referred to as (warehoused
vehicles).
2. DELIVERY OF VEHICLES TO WAREHOUSE-KEEPER:
2.1

The company may from time to time deliver one or more vehicles to
the ware-house keeper at the warehouse for the purpose of keeping
the vehicles under safe custody in the warehouse in accordance with
the provisions of this Agreement.

2.2

At the time of receiving delivery of a vehicle for warehousing, it shall

be the obligation of the warehouse-keeper to take a proper written
inventory of the vehicle and all items and accessories in or attached to

the vehicle on an inventory sheet (in triplicate). The inventory sheet

shall be in a form stipulated by the company and shall state, inter alia,:
(a) A brief description of the vehicle including make, type and model
number, registration number and engine number, etc.
(b) A brief description of all documents handed over to the warehousekeeper along with the vehicle;
(c) Any items attached to the vehicle including tool kit, battery, etc.
(d) The apparent physical conditions of the vehicle and items and
accessories in or attached to the vehicle.
(e) The acknowledgement of the warehouse-keeper of having received
the vehicle, the accessories and items in or attached to the vehicle
the vehicle key(s), etc., for warehousing pursuant to this
Agreement.
(f) The date on which the vehicle was received by the warehousekeeper.
2.3

The inventory sheet (in triplicate) shall be signed by a representative

of the warehouse-keeper and a representative of the company and one
thereof shall be retained by the warehouse-keeper and the other copy
thereof shall be handed over to the representative of the company.

3. WAREHOUSE-KEEPERS OBLIGATIONS AND RESPONSIBILITY:

The Warehouse-keeper agrees, undertakes and covenants as under:3.1

The warehouse keeper shall be liable and responsible at his/her/their

own risks and costs:(a) to provide and at all times maintain adequate security, watchmen,
etc. to the satisfaction of the company for guarding and ensuring
the safety of the warehoused vehicles and otherwise for the due
safe-keeping and security of the warehoused vehicles;
(b)for ensuring that there is no theft, pilferage, damage or
unauthorized use of or to any warehoused vehicles, parts,
accessories or other items therein or thereto; should ensure for
timely insurance cover of warehouse.
(c) For ensuring that the warehoused vehicles are regularly and
properly washed, cleaned and polished to ensure that they are in a
proper saleable condition.

3.2

As and when required by the company, to deliver to the company the

concerned warehoused vehicle in as good condition as it was when
delivered to the warehouse-keeper (normal wear and tear excepted)

3.3
3.4

3.5

3.6

3.7

3.8
3.9
3.10

3.11
3.12

3.13

The quality of the services rendered by the warehouse-keeper shall be

of the highest standards.
The company may, from time to time issue to the warehouse-keeper
guidelines, instructions, models, procedures, etc., (collectively,
guidelines) relating to the performance of the warehouse-keepers
services, duties and obligations under this Agreement and the
warehouse-keeper shall ensure strict compliance with the same.
The services rendered by the warehouse-keeper shall be subject to
regular review by the company and its decision as to the quality
thereof shall be absolute and final and binding on the warehousekeeper.
The warehouse-keeper shall duly render its/his/her/their services and
perform its/his/her/their obligations and duties under this agreement
accurately, in accordance with the terms and conditions of this
Agreement and all guidelines, which may be issued by the company
from time to time and, to the satisfaction of the company.
All vehicles, parts, items, accessories, information, documents, papers,
writings, date, books, records, reports, agreements, statements, files,
copies and other items whatsoever which may come into the
warehouse-keepers power or possession under, pursuant to or in
connection with this Agreement will remain the sole and absolute
property of the company and the warehouse-keeper shall have no
claim, lien, right of retention, sale or set of or other right, title or
interest for any reasons whatsoever.
The warehouse-keeper shall use all reasonable care in rendering the
services and performing its duties and obligations under this
Agreement and the same shall be of the highest quality.
The warehouse-keeper shall be responsible and liable for the upkeep of
vehicles in the conditions they have received it, except deterioration in
the usual and normal course of warehousing.
The warehouse-keeper shall at all times conduct itself/himself/herself
within the parameters of law and shall not commit or permit the
commission of any ofence; and in the event of any ofence being
committed, the warehouse-keeper and person committing the ofence
shall be liable; and the company shall not be directly or vicariously
liable for the same.
The warehouse keeper will maintain all registers, body and records as
may be specified by the company in the format and manner specified
by the company.
The company may from time to time issue guidelines to the
warehouse-keeper as to the manner in which the warehouse-keepers
duties and obligations under this Agreement should be performed and
the warehouse-keeper will ensure strict compliance with such
guidelines.
The company from time to time informs the warehouse-keeper of the
security precautions, employment, continuance and rotation schedule,

3.14

3.15

3.16

3.17

checks, controls and regulations to be followed by the warehousekeeper and the warehouse-keeper shall strictly follow all procedures,
schedules, checks, controls and regulations informed by the company.
The company shall be entitled to require the warehouse-keeper to
replace any of the warehouse-keepers employees, officials, staf
members or workmen attending to the warehouse-keepers obligations
under this Agreement if in the sole discretion of the company of the
interest of the company has been or may be jeopardized.
The warehouse-keeper shall not be entitled remove any vehicles,
accessories, information, records, books, lists, reports, statements,
property, instruments, documents, copies, etc. or any other
documents, writings or items from the warehouse without the prior
written permission of the company.
Immediately upon receipt of intimation of the expiry or termination of
this Agreement, or upon demand by the company at any time, the
warehouse-keeper shall forthwith deliver all vehicles, accessories,
information, records, books, lists, reports, statements, property,
instruments, documents, copies, etc. or any other documents, writings
or items to the company.
The company may (but shall not be obliged to) handover to the
warehouse-keeper a set of keys relating to the vehicle.
The
warehouse-keeper shall keep the set of keys carefully and safely and
shall ensure that there is no mis-use thereof.

4. WAREHOUSE-KEEPERS REPRESENTATIONS AND WARRANTIES:

The Warehouse-keeper hereby represents warrants and confirms to the
company that:
4.1
4.2

4.3

4.4

The warehouse-keeper has full power and authority to enter into this
Agreement and perform the services, duties, and obligations to be
performed by it under this Agreement;
The warehouse-keeper has the requisite infrastructure, knowledge,
skill, expertise, personnel and experience to duly perform the services,
duties and obligations to be performed by the Warehouse-keeper under
this Agreement to the satisfaction of the company.
The warehouse-keeper shall perform the its obligations in a
consistently competent and professional manner, and shall exhibit a
high standard of work competence, efficiency, ethics, honesty,
conduct, reliability and integrity and represents that the warehousekeeper may be relied upon not to breach the terms and conditions of
this Agreement including those relating to security and confidentiality.
The Service Provider shall ensure that at all times during the term of this
Contract, it will:-

4.4.1 act diligently, ethically and honestly;

4.4.2 comply with all procedures, rules, regulations, standards of
conduct and lawful directions of the company as communicated
to warehouse-keeper by the company in respect of the
repossessed vehicles.
4.4.3 not otherwise act in any manner, which could disrupt or
adversely afect the companys business, reputation, interests
or goodwill.
4.4.4 The warehouse-keeper shall not, knowingly or unknowingly
engage any person with criminal record/conviction or any
person who participates in a pre-trial diversion programme,
and any such person shall be barred from participating
directly or indirectly in providing the services under this
Agreement. If it is later found that Service Provider had
employed any person with criminal record or Prior Conviction,
the shall have the option to terminate this Agreement,
including claiming damages or losses sufered, if any.
Warehouse-keeper agrees to assume the entire responsibility
for the losses incurred by the company in this connection.
4.4.5 The warehouse-keeper shall compensate the company for any
loss and /or damage caused to the company as a
consequence of non-compliance of all or any of the terms of
this Agreement or for the misconduct or negligence of all or
any of its employees, representatives or any individual
assigned for the performance of the services under this
Agreement. In the event of such a claim for loss or damages
being made by the company , the company shall be entitled
to adjust such amounts as claimed against the future or
outstanding payments due to the warehouse-keeper. Any such
claim for loss and / or damage made by the company shall not
amount to a waiver for the company's right to terminate this
Agreement or any of the other rights available to the
company either under this Agreement or otherwise.
5. DELIVERY OF WAREHOUSED VEHICLES BY WAREHOUSE-KEEPER TO
THE COMPANY:
5.1

The company may, from time to time, issue written instructions to the
warehouse-keeper as regards the release / delivery of the warehoused
vehicles by the warehouse-keeper and as regards the persons to whom
the warehoused vehicles should be delivered by the warehouse-keeper.
The authority to release / deliver a warehoused vehicle shall be signed
by and be verified by the warehouse-keeper against their signatures
affixed in Annexure -II to the Agreement.

5.2

Notwithstanding what is stated above, before delivering the

warehoused vehicle as per the companys written instructions, the
warehouse-keeper shall obtain further telephonic verification /
confirmation from the concerned officer.

6. STOCK REPORTS:
6.1

The warehouse-keeper shall furnish to the company:(i)

6.2

A weekly stock report in the format as prescribed by the

company of all vehicles warehoused by the company with the
warehouse-keeper; and
(ii)
A monthly stock report of the vehicles warehoused by the
company with the warehouse-keeper.
(iii) A Monthly visitor register with in and out timings and date and
purpose of visit
(iv)
A copy of warehouse insurance.(on renewal also)
(v)
Any other report required by the company, from time to time.
The stock reports shall also list the names of persons / parties from
whom the said vehicles have been possessed and the number and
description of vehicles delivered by the warehouse-keeper to various
persons / parties.
The said stock reports shall be based on actual
verification / inspection by an official of the warehouse-keeper and
shall be signed by the warehouse-keepers concerned authorized
official.

7. PAYMENT:
7. In consideration of the warehouse-keeper warehousing vehicles in
accordance with the terms and conditions of this Agreement, the
company shall pay to the Warehouse-keeper warehousing charges as
stated in Annexure-I hereto.
7.1

7.2

The company shall be entitled to deduct and recover from the

aforesaid fees and charges and from any other sums payable by the
company to the warehouse-keeper, any tax or other levy which may be
required to be deducted under any law as also all and any amounts
which may be or become payable by the warehouse-keeper to the
company under or in connection with this Agreement.
The warehouse-keeper shall bear and pay all costs, charges and
expenses whatsoever of the warehousing and all other services and
obligations to be performed by the warehouse-keeper pursuant to this
Agreement and shall not be entitled to receive from the company any
sum other than that stated in Annexure-I.

8. CONFIDENTIALITY & SECURITY:

8.1

8.2

8.3

8.4

8.5

8.6

The Warehouse-keeper shall keep strictly confidential and secure and

shall not disclose or make available, directly or indirectly, to any third
party all information and material including in particular all details of
the vehicles warehoused by the company with the Warehouse-keeper
and the names of the persons whose vehicles have been warehoused
(all of which is hereinafter described as "Confidential Information") of
whatsoever nature and in whatsoever medium it is communicated, or
becomes available to, or accessible by the Warehouse-keeper in the
course of providing Services to the company.
The Warehouse-keeper acknowledges that Confidential Material is the
valuable property of the company and that any disclosure of and/or a
breach of security in respect thereof could give rise to considerable
damage and loss to the company.
The Warehouse-keeper shall not use or access and/or allow use of or
access to the Confidential Information for any reason except as is
necessary to perform the obligations under this Agreement and the
Warehouse-keeper shall be strictly liable for breach of confidentiality
and security at the hands of the Warehouse-keeper's authorized
representatives.
The Warehouse-keeper shall immediately notify the company of any
information, which comes to its attention regarding any actual or
potential breach of confidentiality, disclosure or unauthorized use of
the Confidential Information. The Warehouse-keeper shall at its costs,
co-operate with the company in any investigation, prosecution,
litigation or other action taken by the company in this regard.
In the event of any actual or alleged breach of confidentiality,
disclosure or unauthorized use of Confidential Information by the
Warehouse-keeper and/or by any future, existing or former authorized
representative employee / personnel of the Warehouse-keeper, the
company in the case of the Warehouse-keeper shall enforce its rights
to injunctive or other relief to the fullest extent possible and the
Warehouse-keeper shall be liable for and indemnifies the company
against all costs and expenses which the company may incur in doing
so. In the case of authorised representatives of the Warehouse-keeper,
the Warehouse-keeper shall enforce its rights to injunctive or other
reliefs to the fullest extent possible, or, if requested by the company,
assign such rights to the company. In any event, the Warehousekeeper shall assist the company in every way in enforcing those rights
and indemnifies the company for all costs and expenses, which the
company may incur in doing so.
Upon termination or expiry of this Agreement, the Warehouse-keeper
shall be obliged to and shall deliver to the company all Confidential
Information which is in the Warehouse-keepers Possession and/or in
the possession of the Warehouse-keepers authorized representatives
which is capable of being delivered including cash such as reports,

8.7
8.8
8.9

8.10

8.11

8.12
8.13
8.14

records etc. The Warehouse-keeper shall delete, erase, or otherwise

destroy any Confidential Information contained in its computer
memory, magnetic, optical, laser, electronic, or other media in its
possession or control which is not capable of delivery to the company,
and certify such destruction to the company.
The Warehouse-keeper shall maintain the confidentiality of the
Confidential Information and protect it from unauthorized access or
use, misuse and misappropriation
The Warehouse-keeper shall not use the Confidential Information in
any way, which may be harmful to or against the best interests of the
company and its customers.
The Warehouse-keeper acknowledges, undertakes and warrants that all
Confidential Information is the exclusive property of the company and
that the same shall not be used and/or allowed to be used by the
Warehouse-keeper as any manner of database or in any other manner
and/or for any other purposes whatsoever by the Warehouse-keeper.
The Warehouse-keeper shall comply with all the companys security
and safety procedures and will permit and co-operate with any
additional security or safety precautions, which the company may wish
to implement in respect of the Services provided by the Warehousekeeper under this Agreement.
The Warehouse-keeper shall assist in evaluation, investigation, or
implementation of security and safety measures including (but not
limited to) providing the company with any information, which might
be relevant to the company's assessment of the same.
These provisions are in addition to (and not in substitution or
derogation to) all other security or confidentiality obligations between
the parties.
Neither party shall publicize the existence of this Agreement or any of
its terms or any other matter related to it without first obtaining the
written approval of the other party.
The provisions of this Clause 6 relating to confidentiality shall remain in
force indefinitely beyond the termination/end of this Contract. All
Confidential Material shall remain confidential at all times.

9. NO LIEN OF VEHICLES:
It is expressly agreed and clarified that the Warehouse-keeper shall not
have any right or interest whatsoever in any warehoused vehicles(s) and
shall hold for the same merely as a Warehouse-keeper on behalf of and in
trust for the company.
It is further agreed and clarified that the
Warehouse-keeper shall not claim and shall not be entitled to claim any
lien, charge or other interest in, on or to any of the warehoused vehicles
for any reason whatsoever (even if any moneys are due and payable by
the company to the Warehouse-keeper) and the warehoused vehicles

shall not be liable to attachment or other process or law for any dues,
liabilities or obligations of the Warehouse-keeper.

10.

LIMITATIONS ON WAREHOUSE-KEEPERS AUTHORITY:

It is hereby expressly agreed by and between the parties hereto that the
Warehouse-keeper shall not do and shall not have any express or implied
authority to do any act or deed other than what is expressly provided or
permitted by or under this Agreement.
11.

CONFLICT OF INTEREST:

If there is any conflict of interest, the Warehouse-keeper or any employee,

director, official or staf-member of the Warehouse-keeper directly or
indirectly known to the party with or is relating to a/the borrower whose
vehicle is warehoused or a co-borrower or guarantor of the facility in
respect of which the vehicle is possessed by the company of is otherwise
interested in the vehicle or its possession then the Warehouse-keeper
shall ensure that the same is forthwith disclosed to the company. The
Warehouse-keeper and the Warehouse-keepers staf members and
employees shall not contact or have any contract or agreement or
arrangement (whether direct, indirect, formal, informal, written or oral)
with any person whose vehicles is possessed or any borrower, coborrower or guarantor mentioned above and in the even of any contract
or agreement with them the same shall forthwith be informed to the
company in writing.
12.

BREACH:

The Warehouse-keeper is aware and expressly confirms and agrees that,

without prejudice to the other rights of the company any breach of the
terms and conditions of this Agreement shall amount to breach of trust
and that the Warehouse-keeper shall be liable for criminal prosecution
and/or civil liability.
13.

INDEMNITY:

13.1 The Warehouse-keeper shall be responsible and liable for any and all
misuse, loss or damage to any vehicles, accessories, materials,
property, assets, or other items while in the Warehouse-keepers
warehouse or custody, possession, as also for all costs, expenses,
claims, liabilities, charges, losses, damages and proceedings which
may be caused to or sufered by or made or taken against the
company directly arising out of this Agreement by the Warehouse-

keeper or of any improper or negligent performance, work, service, act

or omission. By the Warehouse-keeper or by any of its officers,
employees, staf members or persons controlled by the Warehousekeeper or other persons for those acts the Warehouse-keeper is
responsible.
13.2 The Warehouse-keeper hereby undertakes that they shall be
responsible
for
the
integrity
and
honesty
of
their
representatives/employees who are deputed for the aforesaid purpose.
The Warehouse-keeper agrees to indemnify the company for any losses
due to infidelity of its employees /representative.
13.3 The Warehouse-keeper will be liable for adherence to all laws i.e.
Labour and Provident Fund, equitable compensation, etc. applicable to
its employees and will indemnify and keep the company indemnified
against any losses or penalties arising there from.
13.4 The Warehouse-keeper further warrants to the company that, during
the terms of this Agreements, the materials and services to be
delivered and or rendered hereunder, will be of the kind and quality
designated and shall meet specifications as determined in the
company 's sole and exclusive discretion and communicated to The
Warehouse-keeper from time to time.
13.5 Notwithstanding any other provisions of this Agreement, in no event
shall the company be liable to the Warehouse-keeper for lost profits or
revenues, consequential or similar damages arising out of or in
connection with the services, materials or assistance provided under
this Agreement, or for any claim made by the company or the
Warehouse-keeper.
13.6 The Warehouse-keeper agrees to indemnify the company and
undertakes to fully compensate the company in case of any prejudice,
claim or any loss arising or accruing to the company on account of any
act, commission or omission attributable to the improper handling of
the repossessed vehicles or to the negligence of any person of the
Warehouse-keeper, which has resulted whether on account of breach
of any of the conditions of this Agreement by the Warehouse-keeper
and/or its employees; or on account of the Warehouse-keeper not
complying with any specific requirements of this Agreement.
14.

COMMENCEMENT AND TERMS OF AGREEMENT:

14.1. This Agreement, unless terminated earlier, shall be valid and
efective for a period twelve months, from the date hereof.

14.2. The company may, at its sole discretion, extend this Agreement
by further periods of up to twelve (12) months each, subject to
earlier termination in any of such further periods, by at least
thirty (30) day's notice in writing to the Warehouse-keeper prior
to the expiry of a preceding period. Any change in the terms of
the Agreement for further period(s) shall be mutually agreed to
by both parties and reduced to writing.
Periodic review meetings will be held for evaluating the efficiency of services
provided by the Warehouse-keeper under this Agreement. In the event of
inability of the Warehouse-keeper to provide the services required by the
company.
14.3. The company shall have the right to terminate this Agreement
with 30 days notice to the Warehouse-keeper.

15.

TERMINATION:
15.1. Without prejudice to the provisions for termination elsewhere in
this Agreement, the company shall be entitled to terminate this
Contract with immediate efect by written notice to the
Warehouse-keeper without assigning any reason, including if,
the Warehouse-keeper
15.1.1
commits a breach of warranties /contract and the
assurances of security, efficiency and safety;
15.1.2
otherwise commits a material breach of any
obligation and does not remedy such breach (if the same is
capable of remedy) or make reasonable compensation in
money (if the same is not capable of remedy) within seven
(7) days (or such other period agreed between the parties
at the time) of being required by notice to do so;
15.1.3

is fraudulent;

15.1.4
enters into liquidation except for the purpose of
solvent amalgamation or reconstruction;
15.1.5
disposes of a majority of its business, or merges with
or a controlling interest in it is acquired by a third party
without prior consent of the company;
15.1.6

Substantially alters the nature of its business existing

as at the date of this Agreement;

15.1.7

ceases to carry on business;

15.1.8
has a receiver appointed or enters into any scheme
or arrangement (or the like) with its creditors or takes the
benefit of insolvency or bankruptcy;
15.2 The Warehouse-keeper shall be entitled to terminate this
Agreement with thirty (30) days prior notice to the company if
the company;
15.2.1
omits to make any payment required under this
Agreement and does not remedy such omission within sixty
(60) days of being required by written notice to do so
provided that the company is not disputing its liabilities to
pay such amounts;
15.2.2
enters into liquidation except for the purpose of
solvent amalgamation or reconstruction;
15.2.3

ceases to carry on business;

15.2.4
Has a receiver appointed or enters into any scheme
or arrangement (or the like) with its creditors or takes the
benefit of the insolvency or bankruptcy.
15.3. Termination of this Contract however caused shall be without
prejudice to any rights or liabilities of the parties accruing to the
date of termination.
16.

NON-EXCLUSIVE:

It is agreed and clarified that this Agreement is on a non-exclusive basis

and accordingly, the Warehouse-keeper shall be entitled to ofer its
warehousing facilities to others and the company shall be entitled to avail
of warehousing facilities from others.
17. NO RELATIONSHIP OF MASTER AND SERVANT OR EMPLOYER AND
EMPLOYEE:
17.1 Nothing
contained
in
this
Agreement
and/or
in
any
instructions/guidelines that may be issued by the company from time
to time shall be construed to create any relationship of Master and
Servant or Employer and Employee as between the company on the
one
hand
and
the
Warehouse-keeper
and/or
authorized

representatives of
the Warehouse-keeper on the other.
The
company and the Warehouse-keeper understand clearly and agree
that this Agreement covers only specific tasks assigned by the
company
to the Warehouse-keeper which will be carried
out/performed by the Warehouse-keeper by virtue of and in terms of
this Agreement.
17.2

It is clearly understood and agreed that all authorised representatives

of the Warehouse-keeper are the employees and/or personnel of the
Warehouse-Keeper and that all such authorised representatives are
the sole responsibility of the Warehouse-Keeper.

17.3

The Warehouse-keeper shall fully comply with all legislative,

regulatory and/or other government requirements, as required, and
further undertakes that being completely responsible and liable in all
respects for and to its authorized representatives, it shall timely pay,
make good and settle all salaries, wages, benefits, compensation and
claims relating to and/or in respect of the authorised representatives,
and that the company shall not be construed to be the principal
employer/employer in respect of the authorised representatives of
the Warehouse-Keeper either under the Contract Labour (Regulation
and Abolition) Act, 1970 and any Rules thereunder or otherwise. The
Warehouse-keeper acknowledges and agrees that shall not be any
indirect or direct relationship between the company and the
authorised representatives of the Warehouse-keeper.

18.

PRINCIPAL TO PRINCIPAL AGREEMENT:

It is clarified that this Agreement is on a principal to principal basis and

does not in any manner create employer-employee or principal-agent
relationship between the company and the Warehouse-keeper.
19.

SUPERSSION OF EARLIER AGREEMENTS:

This Agreement overrides and supersedes all prior writings and oral
understandings between the parties hereto and accordingly in the event
of any contradiction between any earlier writing and/or understandings
and this Agreement, the provisions of this Agreement shall prevail.
20.

ENTIRE AGREEMENT AND MODIFICATIONS:

Unless otherwise stated expressly or by implication, this Agreement

constitutes the entire Agreement between the parties hereto and shall not

be modified except by an instrument in writing duly executed by both the

parties.
21.

WAIVER:

Any waiver by the company or failure or delay by the company to claim

breach of any of the provisions of this Agreement shall not be deemed to
be a waiver of any subsequent or other breach or as afecting in any way
the efectiveness of such provisions. No failure on the part of the
company to exercise, and no delay on its part in exercising, any right or
remedy under this Agreement will exercise a waiver thereof nor will any
single or partial exercise of any right or remedy preclude any other or
further exercise thereof or the exercise of any other right or remedy, and
the same shall not afect in any manner the efectiveness of any of the
provisions of this Agreement.
22.

NOTICES AND AMENDMENTS:

22.1. Any notice, or other communication to be given by the company
to the Warehouse-keeper under this Agreement shall be deemed
to have been duly given if it is in writing and signed for and/or on
behalf of the company and delivered under acknowledgment to
The Warehouse-keepers address hereunder or as advised from
time to time hereafter in writing by the Warehouse-keeper.
22.2. The Warehouse-keeper address for
contact and notices is as stated above.

day-to-day

operational

22.3. Any notice or other communication to be given or served by the

Warehouse-keeper to the company under this Agreement shall be
deemed to have been given if it is in writing and signed for and/
or on behalf of the Warehouse-keeper and delivered under
acknowledgement to the addresses as herein provided or as
advised from time to time hereafter by the company.
22.4. The initially, the company address
communications is as stated above.

for

contract

related

22.5. Notices shall be deemed to have been given when personally

delivered and acknowledged by the Recipient, facsimiled under
confirmation of proper receipt at the numbers communicated
above and/or from time to time or, if given by mail, properly
addressed with postage prepaid fourteen (14) days after it is sent
by Registered Post Acknowledgement Due.

22.6. Any Amendment or modification or waiver of any provision of this

Contract shall be in writing and shall be efective only for the
specific purpose for which made and for the specific time period,
if any, contemplated by it and shall become efective only upon
the issuance of an amendment to the Contract by the Contract
Authority.
23
.

JURISDICTION AND DISPUTES

23.1 This Agreement shall be governed by the laws of India.
23.2 In relation to any legal action or proceedings arising out of or in
connection with this Contract each party irrevocably submits to
the jurisdiction of the courts at <state> in India.
23.3 If for any reason a provision of this Agreement or part thereof
shall be illegal, invalid or unenforceable, it shall be read down or
severed to the extent necessary. The illegality, invalidity or
unenforceability of any provision, or part thereof shall not afect
the legality, validity or enforceability of any other provision.
23.4. Time is of the essence in the provision and performance of the
Warehouse-keepers Services under this Agreement. No failure
or delay by banking exercising any right or remedy under this
Agreement shall operate as a waiver of it nor will any single or
partial exercise of any right or remedy preclude any other or
further exercise of any right or remedy. The rights and remedies
provided in this Agreement are cumulative and not exclusive of
any rights and remedies provided by law.

25.

SURVIVAL OF INDEMNITIES:
All indemnities given by the Warehouse-keeper shall survive the expiry
or termination of this Agreement.

26.

ASSIGNMENT AND SUB-CONTRACTING:

Except with the prior written consent of the company, neither the
benefit nor the burden of this Agreement shall be assignable by the
Warehouse-keeper and the Warehouse-keeper shall itself perform its
services, obligations and duties under this Agreement.

27.

PROCEDURE:

The company shall be responsible for ensuring that it is entitled to take

possession of the vehicles to be warehoused with the Warehousekeeper and also for ensuring that the vehicle has been repossessed
after following the necessary steps required under the law.
THIS Agreement has been entered into by the parties on the Commencement
Date.
SIGNED FOR AND ON BEHALF of )
BUSSAN AUTO FINANCE INDIA PVT. LTD. )
by its duly authorised Officer
)
Signature:
......................
)
)
Name:
)
)
Title:
in the presence of:
Signature: . . . . . . . . . . . . . . . . . . .
Name:

...................

Date:

...................

SIGNED FOR AND ON BEHALF of

)
by its duly authorised Officer
......................

)
)
)
)

Name:

)
)

Title:

......................
in the presence of:
Signature: . . . . . . . . . . . . . . . . . . .
Date:

Signature:

....................

ANNEXURE 1
PAYMENT OF CHARGES

ANNEXURE II
AUTHORIZED SIGNATORIES ALONG WITH NAMES AND DESIGNATION S