STORAGE SERVICES AGREEMENT

This Storage Service Provider Agreement is made at Jaipur on _____ day of ______ 20__,

Between

____________________ (herein after referred to as “Storage Provider” or “WSP” which expression shall unless repugnant to the context, include his/ her heirs, successors, executors, administrators and assigns), of the FIRST PART;

Singodwala Warehousing and Logistics Private Limited (SWLPL), a private limited company registered at Basement , AG Tower, Plot no 16, Sector 9, Vidhyadhar Nagar, 302039 Jaipur, India ( hereinafter called “the Registry”) which expression shall unless repugnant to the context, include its successors, heirs executors, administrators and assigns) of the SECOND PART;

And

Apna Godam Technologies Pvt. Ltd. a private limited company registered at First Floor, AG Tower , Plot No. 16, sector 9 ,Vidhyadhar Nagar Jaipur, 302039 India ( hereinafter called “AGTPL”) which expression shall unless repugnant to the context, include its successors, heirs executors, administrators and assigns) of the SECOND PART;

The Storage Provider, the Registry and AGTPL are individually referred to as “Party” and collectively as “Parties” , as the context may require.

WHEREAS

• A. A. The Registry is a company engaged in providing logistics management services relating to commodities and inventories which, inter alia, includes electronic record management services, warehousing arrangements, inventory audit services, inspection services, monitoring services, etc. to AGTPL, an electronic market place recognised by the Agricultural Produce Market Committee/s (APMC) of various locations pan India and to market participants registered with it and to clients availing services from the Registry for the purpose of record keeping and due diligence.
• B. The Storage Provider owns or is duly authorised to access, possess and run warehouse spaces for storage of permitted commodities and possesses necessary permissions, permits or licenses for the purpose. The Storage Provider has offered its services to the Registry for use by its Client or the Clients of its associate companies to whom the Registry provides its services and to financial institutions.
• C. AGTPL is an electronic trading platform for facilitating the buying and selling of agricultural commodities and is duly recognised by various State Authorities for operating an online market place for the purpose.
• D. The Parties have decided to co-operate with each other for promotion of their businesses, wherein the Registry will use the Strorage Provider’s facilities at ___________ and such other locations agreed between the Parties for the storage of agricultural commodities intended for delivery by the participants on the AGTPL Platform.

• E. AGTPL has authorised SWLPL to be the registry for record keeping of all empanelments (of WSPs & Assayers and Inspectors/auditors), transactions and personal and business data in its custody for the purpose of performance of obligations by Parties hereunder.

NOW, THIS AGREEMENT WITNESSES that in pursuance of the above premises and in consideration of the mutual understanding and agreements herein contained the Parties hereto HAVE AGREED as follows:

ARTICLE 1

DEFINITIONS

Unless the context requires otherwise the terms used in this Agreement shall have following meaning:

“Agreement” shall mean this Master Agreement for Services, including all applicable Schedules, Exhibits, Attachments and Annexures hereto, amendments & addendums, if any, and also include all Supplementary documents and attachments and exhibits to such Supplementary documents executed between the Parties.

“Applicable Laws” shall mean any and all national, central, state, municipal and / or local legislations, bye-laws, rules, regulations, orders and notifications having the force of law, of the central and/or state governments, regulatory/statutory authorities municipal corporation, municipality, local body or public authority, order, writ, injunction or decree of any court or Governmental authority, and/or statutory authority having the force of law as may be issued and as may be in force from time to time.

“Approved Warehouse” shall mean a warehouse or any storage/warehouse space of warehouse as approved by AGTPL for the purpose of performance of contracts executed on AGTPL platform and for the purpose of this Agreement and include all such warehouse/s/warehouse space/s approved by AGTPL as on date of the Agreement.

“Beneficiary Holder” for the purpose of this Agreement shall mean any person/entity having an electronic account or such other account as may be recognised or permitted by AGTPL and the Registry and in which the electronic balances for quantity of Commodities owned/held by such person/entity and which are deposited/lying in the Approved Warehouses are reflected.

“Depositor” shall have the same meaning as defined under Section 2 (d) of the Warehousing (Development and Regulation) Act, 2007.

“Participant” shall mean and include the trading/clearing members registered with AGTPL and/or the constituents/clients of such trading/clearing member(s).

“Approved Assayer/Assayer” shall mean any person/ entity identified and / or approved by the Registry and also includes all the Assayers approved by AGTPL as on date of this Agreement for performing the functions of assaying/testing commodities arriving for deposit at the warehouse or intended for deposit.

“Registry Account” shall mean an electronic Account opened by the Beneficiary Holders with the Registry.

“Services” shall mean and include warehousing/storage facilities, assaying services and other incidental services as may be rendered by the Storage Provider to the Depositors/Participants/Beneficiary holders in terms of this Agreement.

“Shelf Life Date” means the date beyond which the relevant stocks will not be eligible for delivery on the AGTPL Platform

1.2 PRINCIPLES OF INTERPRETATION

Unless the context or meaning otherwise requires:

• 1.2.1 Words denoting singular number shall include plural number and vice-versa;
• 1.2.2 Words denoting one gender shall include the other gender;
• 1.2.3 The terms “hereof”, “herein”, “hereto”, “hereunder” or similar expressions used in this Agreement mean and refer to this Agreement and not to any particular Clause of this Agreement; and
• 1.2.4 References herein to any provision of a statute shall be deemed to refer to the statute as it may, after the date hereof, be modified, supplemented or re-enacted and any reference to any statutory provision shall include reference to any rule, order or regulation made thereunder or under such re-enactment.
• 1.2.5 Words and Phrases used herein but not defined shall have the same meanings as assigned to it under the APMC Act/s, and guidelines of AGTPL.

ARTICLE - 2

COMPLIANCE OF NORMS

• 2.1 WSP shall, for the purpose of providing the Services as hereunder set out at all times, meet the requirements as per the norms prescribed / to be prescribed by AGTPL and the Registry from time to time and agrees that the same shall be deemed to be part of this Agreement. These norms shall be in addition to the norms as may be prescribed by any statutory authority/ies having jurisdiction.
• 2.2 WSP undertakes that for the purpose of this Agreement it shall be bound by “Standard Operating Procedures, for various process and the timelines as may be issued by AGTPL and/or the Registry and shall abide by the same at all times.
• 2.3 Inthe event any of the requirements under this Agreement is not met by WSP at any point of time such non-compliance if determined shall entail action against WSP as deemed fit by AGTPL or the Registry as the case may be, including financial penalty and /or termination of this Agreement notwithstanding any remedies that they or the participants may have against the WSP whether exercised or not.

ARTICLE - 3

APPOINTMENT

• 3.1 The Registry, in consideration of the declarations and confirmations provided by the Storage Provider, hereby appoints the Storage Provider as approved warehouseman (WSP) for the purpose of receiving deposit of agricultural produce (both processed and unprocessed), store the said goods after verifying quality thereof, upkeep of the space and the commodities, maintain record of transactions, and deliver them to permitted persons.
• 3.2 The Registry shall be entitled to enter into similar arrangements with any other entity and WSP shall not object to, dispute or challenge any such arrangement.

• 3.3 The Storage Provider shall while offering each warehouse space offered for empanelment/approval by the Registry, submit necessary information and documents as may be required by the Registry for establishing the ownership of the Storage Provider of the respective storage space under consideration.

ARTICLE - 4

WAREHOUSING SERVICES

• 4.1 WSP shall provide storage facilities to the Participants of AGTPL for deposit, storage and delivery of Commodities. WSP shall operate such warehouses and shall also be responsible for arranging/providing assaying facility from the panel of Assayers approved by the Registry for the assaying of Commodities deposited/being deposited for delivery on the AGTPL platform pursuant to an obligation arising out of a trade on the Platform.
• 4.2 WSP shall make available the storage facilities at locations as may be required by AGTPL from time to time. The Registry shall for the purpose, have the discretion to identify & approve any specific warehouse of WSP as Approved Warehouse for any one or more Commodities as it may deem fit.
• 4.3 WSP shall follow uniform and standard description of Commodity/ies and the units of measurement (as part of contract specifications) in respect of commodities deposited/stored by the Participants at the Approved Warehouse. The AGTPL shall have the right to advise at any time, the standard description and units of measurement to be used by WSP for Commodities deposited/stored.
• 4.4 It shall be the responsibility of WSP that only the Commodity which upon assaying, meets the quality terms of contract prescribed by AGTPL and any specific norms/guidelines/requirements as may be stipulated by AGTPL, are accepted from the Participants for storage and for giving corresponding electronic credit in the electronic accounts of the Participants. However, WSP shall not reject any goods without adequate reason to support its assessment of the quality thereof and such reason shall be recorded in writing and provided to the AGTPL on demand.
• 4.5 WSP shall arrange for the storage of Commodities in line with their grade, Validity Period and any other norms as may be prescribed by the Registry or AGTPL from time to time. WSP shall maintain details of the Depositors as well as the details of the corresponding deposited lots and records thereof at all times in the manner required by the Registry for generation of electronic storage receipt and for the purpose of audit trail thereof.
• 4.6 SWLPL shall, based on the data and information input by the WSP in the system, facilitate generation of an electronic storage /warehouse receipt in the name of the depositor/holder. The SWLPL shall based on the transactions carried out on the AGTPL platform, facilitate transfer, pledge, debit and credit, extinction or cancellation of the warehouse receipts in the manner agreed between SWLPL and AGTPL.
• 4.7 The WSP shall engage a qualified Assayer empaneled with the Registry for assaying of the commodities being brought in for storage, at the time of their deposit in the warehouse. The WSP shall ensure that the Assaying Certificate contains all the details of grade, quantity and quality of the goods deposited as per specifications permitted for trade on the AGTPL platform and shall input the details in the Registry’s system for generation of electronic receipts in respect thereof.

• 4.8 WSP undertakes to ensure that necessary steps and precautions are taken to preserve the quantity and quality of the Commodities deposited during the Validity Period as per its assayer’s certificate and at all times thereafter in a manner which a WSP is expected to take.
• 4.9 WSP understands and agrees that, upon removal of electronic balances, it shall issue corresponding physical receipts in lieu thereof in the manner prescribed by the Registry. WSP further understands that AGTPL and the Registry shall have the discretion to stipulate or initiate any suspension /freezing of electronic balances of any commodity held in the Approved Warehouse, (a) if in their opinion, the quality and/or quantity of such commodity as reflected in electronic balances varies from the actual quality and/or quantity or (b) when required under law or (c) pursuant to directives of a statutory authority.
• 4.10 The WSP shall ensure that such goods which have crossed their “Shelf Life Date” (“Validity Period”) are removed from the Approved Warehouse after appropriate notice/intimation to the beneficiary holders thereof and giving them opportunity to take physical delivery of the said goods. The WSP shall segregate such goods from the rest of the stock in the warehouse till the date of physical delivery to the holder thereof.
• 4.11 The WSP shall not make any change in the electronic balance without written specific instruction/consent of the beneficiary holder and shall carry out such instruction only through the process put in place and as permitted by the Registry. Notwithstanding the above, the WSP and SWLPL shall continue to be bound by any instructions of AGTPL in this regard.
• 4.12 WSP shall maintain the records of Commodities deposited, stored and delivered or transferred, in physical and electronic form, in the manner and as per system required by the Registry and shall provide access to the Registry and AGTPL at all times for verification. WSP shall be entirely liable for any losses or liabilities arising out of non-maintenance of any records.
• 4.13 WSP shall, at the time of physical delivery of commodity, obtain from the Beneficiary Holders taking delivery, a confirmation that there is no outstanding claim whatsoever with respect to the goods delivered and that the goods meet the quality as per Assaying Certificate and shall maintain such proof of the same and provide the same to AGTPL as and when required.
• 4.14 WSP shall
  • 4.14.1 Undertake physical verification of Commodities stored at its Approved Warehouse, and shall submit a report to the Registry as may be required from time .
  • 4.14.2 Ensure that the physical stocks are reflective of and as per the corresponding electronic balances in the Account of the holder concerned.
  • 4.14.3 In case of any discrepancies, without prejudice to any right of the Beneficiary Holders or AGTPL or the Registry, and without any obligations on the part of Participants, Depositors/beneficiary holders or the Registry or AGTPL, give reasons for such discrepancies, take corrective action and give details of corrective measures taken by it to rectify such discrepancies and to avoid recurrence of such discrepancies.
• 4.15 AGTPL and the Registry shall be entitled to physically verify/inspect the quality and quantity of the goods deposited in the Approved Warehouse and the warehousing facilities in general or to verify compliance of norms and regulations/processes by the WSP, either themselves or through any agencies/experts appointed by them at any time. WSP shall take corrective action if any, as directed by AGTPL from time to time in this regard.

• 4.16 Notwithstanding anything else contained herein, unless and until expressly consented by AGTPL, WSP shall not assign, shift, transfer or relocate in any manner commodities deliverable to the Participants of AGTPL except under following circumstances:
  • a. exigencies involving natural calamities; and
  • b. WSP is dispossessed/disabled to use the Approved Warehouse due to operational, statutory or administrative reason, where such shifting or relocation is required to fulfill its obligation hereunder and the WSP has given prior notice of the location where it intends to shift the commodities.

  Notwithstanding the right of the WSP under exceptional circumstances as at (a) and (b) above, the WSP shall always keep AGTPL and the Registry informed of all such actions immediately.

• 4.17 WSP shall be free to take services of any licensed agency for the purpose of security and pest control activities at the Approved Warehouses. However, the overall responsibility and liability with respect to the quantity and quality of the goods stored in the Approved Warehouses shall rest with WSP only.
• 4.18 The WSP shall take insurance cover for the entire quantity of Commodities stored in the Approved Warehouses.
  • 4.18.1 shall at all times ensure that ,
    • a. The entire value of goods is covered against all potential perils & risks such as viz. Fire and allied perils including flood, cyclone, earthquake and spontaneous combustion, Burglary and Theft and special perils covering riots, strikes and terrorism etc..
    • b. The value of goods to be insured are marked to market on replacement value on ongoing basis.
  • 4.18.2 In the event of gap in insurance cover, the WSP shall be solely liable to compensate the beneficiary holder for losses even if attributable to insurable incident. Further, in the event of any loss attributable to insufficient insurance cover and/or commission/omission of warehouse/WSP, then WSP shall replenish Commodities destroyed or lost and /or make good the losses irrespective of any insurance settlement.
• 4.19 WSP shall obtain registration under applicable GST Act and any other registration required under Applicable Laws for the purpose of providing warehousing and assaying services as agreed herein.
• 4.20 Notwithstanding anything contained herein, any storage services extended by WSP for any of the goods beyond their Validity Period, shall be entirely a private arrangement between WSP and beneficiary holder of such goods without any recourse or responsibility on AGTPL or the Registry.
• 4.21 In the event of termination of this Agreement or any part of the services of WSP affecting the storage of the goods in terms hereof, winding up of WSP, discontinuation of business or assignment of business of WSP for any reason, force majeure or in emergent situations as may be determined by AGTPL warranting discontinuation of an Approved Warehouse, WSP agrees unconditionally and undertakes that it shall extend all co-operation and perform all actions necessary or as may be required by AGTPL in transfer of Commodities lying in custody of the WSP to any other warehouse as may be directed by AGTPL.
• 4.22 WSP agrees and undertakes that the WSP is only a custodian of the Commodities/goods deposited by the owners/depositors and that in the event of bankruptcy or insolvency or any other such contingencies of the WSP, the WSPs shall immediately notify the concerned Owners/Depositors of the same and shall hand over the possession and control of all the impacted warehouses along with complete records, statement, books of accounts to the Registry or the such other WSP or agency, as AGTPL may appoint for the purpose.

ARTICLE - 5

ASSAYING SERVICES

• 5.1 “Assaying” shall mean standard process laid down for the purpose of sampling and testing Commodities to ascertain the quality thereof and to verify that the commodity/ies meet(s) the quality parameters as per contract specifications of AGTPL or any other legal prescription by competent authorities from time to time as may be made applicable.
• 5.2 WSP shall be deemed to be ‘Approved Assayer’ in respect of the goods deposited in its warehouses for all purposes hereof. The Assayer so appointed by the WSP for providing assaying services to the participants shall always be the agent of WSP for all purposes.
• 5.3 AGTPL reserves the right to stipulate any accreditation requirements for empaneled Assayers.
• 5.4 WSP shall ensure the following with respect to the Assaying services and the procedures:
  • 5.4.1 All grading and quality-evaluation equipment are inspected and certified annually by a regulatory authority having jurisdiction and in the absence of such authority, by any agency as may be required by the AGTPL.
  • 5.4.2 Approved Assayers/warehouse assayers shall draw samples as per sampling norms prescribed under law, at the time of deposit of Commodities at the Warehouse or at such identified location approved by AGTPL, seal the samples and test the sealed samples as per applicable legal provisions.
  • 5.4.3 Only such Commodities which are likely to meet the contract specifications based on visual inspection are unloaded at the warehouse, assayed, and only such quantity which conforms to the contract quality specifications prescribed are given electronic credit in accordance with process put in place or approved by the AGTPL. In case of any rejections based on visual inspection, the same shall be recorded with reasons in writing and communicated to the depositor as per the Standard Operating Procedures issued by AGTPL in this regard from time to time.
  • 5.4.4 Approved Assayers/Assayers shall provide assaying/grading facilities to the Participants in respect of Commodities stored in the accredited warehouses at the time of actual physical delivery, if so desired by the Participants taking delivery, in the manner prescribed by AGTPL.
  • 5.4.5 The WSP shall ensure that the Assayer engaged by the WSP complies with all applicable laws, regulations and norms.
  • 5.4.6 The Assayers shall carry out periodical Internal Quality Control (IQC) to check the quality of goods stored in approved warehouses. Such records of IQC should be made available to AGTPL as and when sought.
  • 5.4.7 Assayers shall issue assaying certificate as an agent of WSP and in the format if any prescribed and within such time as may be stipulated by the Warehousing Development & Regulatory Authority (WDRA), AGTPL or the Registry.
  • 5.4.8 Assayer shall specify in its certificate, the Validity Period and also the Validity Date if any, after which the Commodities would not be eligible for delivery on the AGTPL platform.
  • 5.4.9 Approved Assayers/Assayers shall maintain electronic records in the manner as may be prescribed/required by AGTPL or the Registry from time to time and make the same available at reasonable notice for inspection by AGTPL or the Registry as the case may be, its officials or any other person or agency authorized by them for this purpose.

• 5.5 AGTPL will have the right to audit / inspect the assaying facilities, laboratories, equipment and records /registers of the assayers from time to time.
• 5.6 WSP agrees that the issuance of the certificate by the Assayer engaged by WSP would imply that in the event of any deterioration of quality of the Commodity, WSP would be solely responsible to make good the same to the depositor/beneficiary holder as the case may be and also shall indemnify and keep AGTPL and the Registry indemnified against all claims from any person entitled to receive such Commodity/ies.
• 5.7 Notwithstanding anything contained herein, AGTPL reserves the right to appoint any additional Assayer or stipulate re-assaying/additional assaying, either on its own, or on any complaint, either at the time of deposit or any time thereafter, in any manner as it may deem fit, for a particular commodity or for all Commodities deposited at the Approved Warehouses. The Assayer and WSP shall abide by the procedure stipulated and extend all cooperation for such assaying process and agree to be bound by the result of such additional Assayer.

ARTICLE - 6

DELIVERY OF COMMODITY

• 6.1. WSP agrees and undertakes to follow the process for deposit, storage and release of Commodities when recorded in electronic form as required by the Registry and AGTPL. WSP shall for the purpose,
  • 6.1.1 Maintain records of Commodities deposited, in electronic form in the Repository system or in any other manner as may be prescribed by AGTPL for centralized online maintenance of records of deposits/transfers/deliveries of Commodities.
  • 6.1.2 Comply with the requirements pertaining to the electronic system including the installation and maintenance at its own costs and the necessary connectivity.
• 6.2. WSP undertakes to indemnify and keep AGTPL and the Registry indemnified at all times for any loss/dispute that may arise on account of non-compliance of the requirements set forth herein or on account of any erroneous or discrepant use of the system/s or data entered therein.
• 6.3. WSP shall indemnify all the entities aggrieved by the delivery process of its warehouse and shall be held accountable for any legal liabilities, if it,
  • 6.3.1 refuses to accept deposit without bonafide reasons,
  • 6.3.2 issues a falsified or false certificate of delivery;
  • 6.3.3 violates any of the AGTPL processes or limits the movement of a deliverable commodity into or out of the warehouse;
  • 6.3.4 discloses any confidential business information relating to a buyer or seller;
  • 6.3.5 provides inaccurate or incomplete information, or conceals facts;
• 6.4. AGTPL may prescribe process (es) of deliveries other than through the Registry’s system or may modify such system as deemed appropriate by AGTPL and WSP agrees to adopt and comply with such procedures.
• 6.5. As and when the participants/beneficiary holders want to take the physical delivery of Commodities deposited/stored at warehouses, they would make such request to WSP in a manner and procedure as may be put in place by AGTPL. WSP shall scrupulously follow the procedure put in place for the purpose and maintain relevant records thereof.

• 6.6 The Storage Provider shall provide Software Support to AGTPL and the Storage Provider in respect of the following:
  • 6.6.1 To Provide the services of the `Know Your Client’ (KYC) to the Parties herein as a record keeping agency and to that end, shall maintain the complete record of all client KYCs and related documents.
  • 6.6.2 To maintain digital record of the inward, outward, pledge, assaying and validations of commodities and transactions therein and share the same as and when required for compliances in terms of this Agreement and applicable laws;
  • 6.6.3 To provide panel of assayers for use by the WSP for verification of quality and quantity of goods being deposited into or delivered from the warehouses;
  • 6.6.4 To provide a payment interface for vendors and ensure debits and credits of the various wallets used in the AGTPL Platform for transactions and deliveries;
  • 6.6.5 To facilitate pledge marking, transactions of pledged commodities, provide necessary access to Banks and financing institutions for marking of pledge, permitting transactions and release of pledge etc.
  • 6.6.6 To facilitate Software support for marking of deliveries of commodities traded on the AGTPL Platform;
  • 6.6.7 To provide software support for marking of lien on electronic warehouse receipts and release thereof;
  • 6.6.8 To keep complete record of the quality and the quantity of the stocks kept in the warehouse provided that the Standard procedure is followed by the Storage Provider during the entire process of deposit till delivery.
  • 6.6.9 To act as a collection and payment agency for the purpose of all warehousing related transactions both from clients end and the WSP’s end.
  • 6.6.10 To ensure pay in and pay out of the warehousing charges and labor and other logistic charges as applicable to the WSP from the amounts collected from the respective Participants.
  • 6.6.11 To support AGTPL in maintaining and furnishing the returns with respect to the transactions on AGTPL for the purpose of filings/submissions to the Agriculture Marketing Department as may be required.
• 6.7 WSP shall not charge any storage charges in respect of Commodities for the period after physical delivery.
• 6.8 It shall be the sole responsibility of WSP to deliver to the Participants/Beneficiary Holders, Commodities held by them in the Approved Warehouse in exact quantity and quality in accordance with the corresponding electronic credit of such Participant/Beneficiary Holder subject however to any tolerance limits permitted by AGTPL. WSP undertakes to settle by compensation or replacement, all the shortages in delivered quantities of Commodities which are within Validity Period to any Participant, at the time of withdrawal from the warehouse.
• 6.9 PLEDGED STOCKS:

  The Storage Provider shall provide its registry facilities and software support to facilitate funding of commodities to Participants by recording the issuance of Warehouse Receipts to the borrower clients including through validation by Bank approved agency as may be required.

  • 6.9.1 In respect of stocks stored in the warehouse and pledged to any financing partner, the Storage Provider shall:-
    • (i) Through the period of pledge and subject to the Validity Period, ensure that the pledged stocks are not damaged and that the quality parameters are maintained as per the specifications reflected in the electronic record of deposit maintained by the Registry and set out in the storage receipt.

• • • (ii) Conduct due diligence of the commodities and check the ownership of the stocks of each of the customers/borrowers before accepting the stocks for storage. The Storage Provider shall have the right to reject acceptance of the goods for deposit, clear title documents are not presented by the depositor.
    • (iii) Monitor the handling of receipt, storage, custody and release of pledged stocks.
    • (iv) have inventory control and maintenance of proper records for the pledged stocks stored.
    • (v) be solely responsible for the pledged stocks at all times when the pledged stocks are stored in its warehouse and shall be solely liable for any loss of or damage to or shortage in the pledged stocks, only if such loss or damage is attributable to the Storage Provider.

      Provided however Storage Provider shall be responsible for any impact to the stocks due to natural deterioration and/or any weather effect only to the extent prescribed by any law for the time being in force and only if such impact is attributable to the Storage Provider.

ARTICLE - 7

TITLE

• 7.1 The Beneficiary holders in whose name the commodity holdings are reflected in the electronic system, shall at all times remain the owner/s of the underlying Commodities for the purpose of this Agreement and in no event shall any right, title or interest in such Commodities pass on to the Parties in any manner.
• 7.2 Storage Provider/WSP shall hold Commodities (including pledged stock) delivered to it in trust for and on behalf of the owner/beneficiary holder of the goods and shall not, directly or indirectly, create, [incur, assume, or permit to be created, incurred or assumed, or exercise any claim, lien, charge or encumbrance of any nature whatsoever in favor of itself, or a third party and shall ensure that Commodities remain free from any lien, charges or other security interests and that no person other than the beneficiary holder of the Commodity/ies shall have any claims for title thereon. Provided however, the WSP shall be entitled to a limited lien on the stocks of the value equal to its pending dues as permitted under law.
• 7.3 Storage Provider shall comply with all the directives/orders as may be issued by the Exchange/ AGTPL \ WDRA from time to time or any Court, Police, Regulatory or other Statutory Authority either received directly or through the AGTPL. Notwithstanding the same, the WSP shall promptly keep AGTPL informed of any such actions/directives as may be implemented by WSP.
• 7.4 Storage Provider shall monitor the upkeep of commodities stored in its warehouses and pledged with Banks/financial institution. The Registry shall be primarily responsible to the financing Bank for maintenance of stock details and the pledge particulars as well as removal of pledge details. Storage Provider shall ensure safe handling and storage as well as preserve the quantity and quality of the pledged commodities. However, Storage Provider shall not be responsible for any variation/ deterioration in the quality thereof due to natural causes provided however that, Storage Provider has taken / takes proper and prudent measures to prevent the same.
• 7.5 It is agreed by the Parties that Storage Provider shall not issue any kind of damage or shortage certificate in case of any loss or damage to the warehouse structure or stocks for any reason whatsoever. However, Storage Provider will notify the Registry, holders concerned, AGTPL and all persons who need to know, of the occurrence of any event of loss/damage.

ARTICLE - 8

FEE/CHARGES

• 8.1. WSP shall be entitled to storage charges to be collected from the Depositors and the holders on a periodic basis and at the rate agreed in advance between the Parties and as detailed in Schedule 1 hereto. The Parties may mutually amend or substitute Schedule 1 in writing. For the purpose of operational convenience, unless otherwise specified by AGTPL, with respect to Commodities reflected in the electronic accounting system, AGTPL shall facilitate collection of storage charges from the respective beneficiary holder/ Participants and pay the same to WSP at the agreed periodic intervals.
• 8.2. Storage Provider is entitled to levy and collect all incidental charges such as insurance, assaying, handling charges etc. directly from the Participants. The Storage Provider shall issue appropriate invoices and receipts toward storage charges and assaying and other charges as applicable.
• 8.3. The Parties shall pay all applicable taxes on their respective fees/charges and shall share the tax paid details to the other Parties as may be necessary for compliance purposes.
• 8.4. WSP shall not charge from the Depositors/beneficiary holders of Commodities intended for delivery against an obligation arising out of a trade on the AGTPL platform, storage, assaying and other charges more than as may be agreed between the Parties and approved in advance by AGTPL.

ARTICLE - 9

PROPERTY

All documents and other informatory papers and any other data relating to this agreement or the business products, software, schemes etc., (“the Documents”) shared/handed over to WSP by AGTPL in terms of this Agreement and which come into the WSP’s custody, power or possession pursuant to or in connection with this agreement will remain the sole and absolute property of AGTPL and the WSP shall not have and shall not claim any charge, claim, lien, right of retention, sale or set-off or other right, title or interest therein or thereon for any reason whatsoever. WSP shall on demand by AGTPL or upon the termination of this Agreement, return all such documents and other information without retaining any copies thereof.

ARTICLE - 10

GENERAL

• 10.1. Each Party agrees to obtain, keep valid and subsisting, and comply with the conditions of, all permits, licenses, authorizations and consents as may be required from time to time in respect of storage area and in relation to performance of its obligations hereunder.
• 10.2. The Parties agree to perform all services in a professional manner and in accordance with the terms and conditions of this Agreement, applicable laws, applicable permits, Licenses, directions, guidelines and instructions issued in connection herewith.
• 10.3. Each Party further agrees to maintain, preserve and keep in safe custody and all records in relation to this Agreement for such periods as may be prescribed under applicable laws or as may be required by AGTPL from time to time.

• 10.4. The WSP agrees and undertakes to ensure that the lease of any storage facility is not expired and remains subsisting during the term of this Agreement.
• 10.5.All cost and expense in the upkeep and maintenance of the storage area and infrastructure facilities, equipment, resources therein including but not limited to rentals, insurance, repair and all applicable municipal and other taxes, duties, levies, charges including water and electricity charges shall be borne by the Storage Provider.
• 10.6. The Storage Provider shall except for performance of obligations herein, not use the name of AGTPL or the Registry in any manner whatsoever for benefits including but not limited to credit arrangement or otherwise.

ARTICLE - 11

REPRESENTATIONS AND WARRANTIES

• 11.1.Each Party represents and warrants that:
  • (i) it is a company duly and legally established and validly existing under the laws of India;
  • (ii) this Agreement constitutes its valid and legally binding obligations, enforceable in accordance with its terms;
  • (iii) it has full corporate power and authority to execute and deliver this Agreement in accordance with its terms and to perform all its duties and obligations arising or created under or pursuant to this Agreement and all requisite corporate approvals, as applicable, have been obtained by it prior to the execution of this Agreement; and
  • (iv) the execution of this Agreement and deposit and performance by it of its obligations hereunder do not and shall not violate or conflict in any manner with or result in a breach or default under applicable law or any of its duties or obligations under any agreement, understanding or arrangement, written or oral, to which it is a party.
• 11.2 Storage Provider represents and warrants that:
  • (i) it is the occupant and possessor of or otherwise well and sufficiently entitled to the storage spaces/warehouses and that it has requisite experience, knowledge, expertise, ability, manpower and infrastructure (and the capability to supplement and augment the same) to perform its obligations under this Agreement;
  • (ii) In the event of warehouse spaces not owned but rented by the Storage Provider by way of a lease, it shall hold valid permissions by way of subsisting lease permissions in favour of the Storage Provider during the term of this agreement or during the period the warehouse remains an approved warehouse of AGTPL. The Storage Provider also warrants and undertake that the nature of such permission shall ensure continued and uninterrupted access to the warehouse premises at all times for discharging the obligations of the Storage Provider as undertaken herein.
  • (iii) it has apprised itself of all applicable laws in so far as the same relates to performance of its obligations hereunder and shall at all times comply with all such applicable laws;
  • (iv) it has obtained all necessary permits required for performance of its obligations hereunder and shall comply with the conditions thereof and keep all such Permits valid and subsisting during the Term, excluding the licenses / permits required to own / store / hold the commodities thereat;
  • (v) it shall receive and hold the pledged stocks as a bailee in trust and shall perform its obligations accordingly;
• 11.3 ACCESS TO THE COMMODITY STOCK

  Apart from the employees, agents or contractors of Storage Provider, Storage Provider shall admit to the Warehouse/designated storage area(s) only those persons who have been so authorised in writing by the Registry.

ARTICLE - 12

INDEMNITIES

• 12.1. Each of the Parties shall indemnify the other Parties against all claims, loss, damages, actions, proceedings, costs, expenses and liabilities arising out of negligence, wilful misconduct, or breach of its material obligations herein and breach of the representations and warranties made under this Agreement.
• 12.2. No Party shall claim any consequential or indirect or remote loss from the other Parties with respect to this Agreement and neither Party shall be liable to the other for any consequential, indirect, special or punitive damages or loss.
• 12.3. No Party shall claim from the other Party any loss or damage to the extent it has recovered such amount from insurance.
• 12.4. Each Party shall give the other prompt notification of any claim with respect to any of the indemnities hereunder, accompanied by full details of the circumstances of any incident giving rise to such a claim.
• 12.5. Storage Provider shall be liable for and shall defend, indemnify and hold the Registry and AGTPL harmless from and against any claims, loss, damages, actions, proceedings, costs, expenses and liabilities arising out of:
  • a. loss of or damage to the stocks or third party property and for which the Storage Provider is liable under these presents; and
  • b. Negligence, misconduct or non-compliance of any law, rule, norm, guideline, regulation, contractual undertaking or commitment of whatsoever nature.
• 12.6.The Registry shall be liable for, and shall defend, indemnify and hold Storage Provider harmless from and against any claim in connection with any malfunction of the electronic record keeping system which cannot be cured or corrected within reasonable time and which causes loss of or damage to any third party property; and

ARTICLE - 13

CONFIDENTIALITY

• 13.1. The Parties herein undertake that they shall not disclose to any third party or any of their user/customers/clients or use for their own purpose any Confidential Information about the business and affairs of the other party, which may come to their knowledge during the existence of this Agreement.
• 13.2. During the term of this Agreement and even after the determination thereof, each party shall regard and preserve as confidential all information related to the business of the other party, or its parent, subsidiaries or associates which it receives as a result of this Agreement (“Confidential Information”)”). Each party agrees not to disclose any such Confidential Information without first obtaining the other party’s prior written consent.
• 13.3. Each party shall provide the same care to avoid disclosure or an unauthorized use of the Confidential Information as it provides to protect its own Confidential Information. The Parties herein also agree that access to all Confidential Information shall be limited to only such employees or agents who need to know such information for the purposes of this Agreement.
• 13.4. WSP or any of its Directors, employees, agents or associates shall not divulge any price related or other sensitive data of AGTPL while interacting with potential customers or others.

• 13.5. All Confidential Information shall remain the property of the party releasing it, and such Confidential Information, including all copies thereof, shall be returned to the party releasing it or destroyed, upon request and, in any event, upon termination of this Agreement.
• 13.6. Each party without any express permission in writing from the other party, shall not disclose, divulge, part with or discuss with any third party any Confidential Information.
• 13.7. In case any party is required to disclose any Confidential Information pursuant to a court order or as required by any competent governmental authority having jurisdiction over such party, then it shall do so only after notifying the other party in writing, in sufficient detail immediately upon receipt of such court order, legal or regulatory request or similar process, in order to permit the other party to make an application for an appropriate protective order (which the other party may pursue at its own expense). A copy of the court order, legal or regulatory request or similar process shall accompany such notice.
• 13.8. The Parties agree that the terms and conditions of this Article shall survive the termination or expiration of this Agreement.

ARTICLE - 14

TAXES

• 14.1 Subject to what is stated herein, with regard to all payments made or received, either party shall be liable for payment of any and all Central, State and local taxes to the authorities independently and in accordance with provisions as may be applicable to them. However, nothing contained herein shall prevent AGTPL from deducting tax deductible at source from all payments made by it as required by law or regulations.

ARTICLE - 15

GENERAL

• 15.1 NOTICE
  • 15.1.1 Any notice or other communication given pursuant to this Agreement must be in writing and (a) delivered by hand under acknowledgement, or (b) sent by facsimile or other similar facsimile transmission or by e-mail at the address mentioned below or (c) sent by registered Post A.D. at the respective address of the parties as mentioned hereinabove or any substitute address, fax number, telex number or department or officer as the parties may notify by not less than five days’ notice in writing.
  • 15.1.2 Any notice given under or in connection with the Agreement must be in English
• 15.2 TERMINATION
  • 15.2.1 This Agreement may be terminated by either Party without assigning any reason therefore at any time by giving a prior written notice of 90 days to the other Party.
  • 15.2.2 Without prejudice to any other rights or remedies available in law or under this Agreement, either Party may terminate this Agreement forthwith on or at any time after the occurrence of any of the events specified herein below:

• • • (a) insolvency of the other Party;
    • (b) material breach of any of the terms or conditions of this Agreement by the other Party which breach is not remedied by such other Party to the satisfaction of the non-breaching Party within ninety (90) days of notice of the breach;
    • (c) if a petition for winding up of the other Party is decreed in any Court or a resolution is passed for winding-up the business of such other Party or if any receiver, manager, liquidator, administrator or other similar official is appointed to the other Party or a substantial part of the other Party’s property.
  • 15.2.3 EFFECT OF TERMINATION

    Upon termination of this Agreement:

    • i. Parties shall be relieved of their respective rights and obligations under the Agreement save such rights, obligations and liabilities which (i) accrued prior to such termination; and (ii) survive termination of this Agreement;
    • ii. each Party shall forthwith return to the other Party the property of such other Party including, but not limited to, all documentation and Confidential Information including details of future plans or models of any nature together with any copies thereof or any other documents entrusted to such other Party along with hardware and software relating to this Agreement.
• 15.3 FORCE MAJEURE
  • 15.3.1 To the extent that the event is not within the reasonable control of the Party whose performance under this Agreement is affected thereby (“Affected Party”), the term “Force Majeure” as used in this Agreement shall mean and include any cause or circumstance which is beyond its reasonable control and is not attributable to any breach of this Agreement or negligence or wilful default of the Affected Party, including, but without limiting the generality of the foregoing, any such failure or delay as is caused by acts of sabotage, acts of God, earthquake, subsidence, flood, tempests, epidemics, quarantine restriction; serious industrial disputes, strikes or lockouts, in each case affecting a whole national category of workers; fires, explosions, breakdown of machinery or equipment (except due to reasons solely attributable to Storage Provider), shipwrecks, civil war, war or hostilities whether declared or not, terrorism, act of the public enemy including but not restricted to block of passage, riots, interference by military authorities, compliance with the laws, orders / directives of any court or government or government authority or any regulatory authority.
  • 15.3.2 Exceptions during Force Majeure

    None of the Parties shall be liable or responsible to the other Party for any failure to perform or delay in performance of its respective obligations hereunder only to the extent and for the time for which it is affected by the Force Majeure event, provided such failure or delay is due or attributable to or arises out of any Force Majeure event, and provided notice of occurrence of such Force Majeure event is given by the affected Party to the other Party as soon as reasonably practicable and in any event within a period of five (5) working days of such occurrence.

  • 15.3.3 Notwithstanding the aforesaid, the customer shall pay the charges to Storage Provider as per the provisions of the respective agreement for the services already rendered by Storage Provider. Should the event of Force Majeure continue for an un-interrupted period of Sixty (60) days or more, then either Party shall have the right to terminate this Agreement by giving thirty (30) days prior written notice to the other. This Agreement shall be deemed automatically terminated upon the expiry of such thirty (30) days period if the Force Majeure event subsists at such time. In the event of termination as provided in this Clause 2 (c), Storage Provider shall supply the available stocks in its possession on an “as is where is basis” and customer shall pay for the services rendered prior to termination.

• • 15.3.4 The Affected Party shall take all reasonable steps to mitigate the impact of a Force Majeure event on its obligations under this Agreement. Upon the cessation of the Force Majeure event or its impact on the obligations of the Affected Party, such party shall promptly resume the performance of its obligations with reasonable notice to the other party.
• 15.4 ASSIGNMENT

  Neither party shall assign this Agreement in whole or in part including any rights or obligations hereunder without the prior written consent of the other party.

  ENTIRE AGREEMENT & AMENDMENT

• 15.5 AMENDMENT

  This Agreement expresses fully the understanding between the Parties and all prior understandings, representations, agreements, licenses or agreements, oral or written, are hereby cancelled. The terms or provisions of this Agreement may be modified, amended, supplemented, waived, or discharged and shall be binding or valid only if made in writing and duly executed by the Parties hereto.

• 15.6 NON-EXCLUSIVITY

  Either Party to this Agreement shall be entitled to enter into the arrangement as contemplated under this Agreement with any other party without any restrictions of any nature.

• 15.7 ARBITRATION
  • 15.7.1 If any dispute or difference arises out of or in connection with this Agreement or validity, interpretation, implementation or alleged breach of any of the provisions of this Agreement or anything done or omitted to be done pursuant to this Agreement shall as far as possible be resolved by mutual consultation or negotiations. If the Parties fail to reach any settlement by mutual consultation or negotiation within 30 days after commencement of the negotiations or such longer period as the Parties may agree in writing, then in that event the same shall be referred for settlement by the Party raising the dispute/difference/claim etc. to a sole arbitrator appointed by mutual consent of both the Parties to the dispute and if no such agreement on appointment of sole arbitrator can be reached then the parties shall approach court for appointment of sole arbitrator under the provision of Arbitration and Conciliation Act, 1996. The arbitration proceedings shall be conducted at Jaipur.
  • 15.7.2 The Arbitration shall be governed by the provisions of the Arbitration and Conciliation Act. 1996 and the rules framed there under or any statutory modifications thereto. The proceedings of arbitration shall be conducted in English language and the arbitrators shall pronounce a reasoned award in English, which shall be final, and binding on the Parties, subject, however, to the provisions of law and parties shall comply with and carry out all the directions and orders of the arbitrators.
• 15.8 JURISDICTION

  This Agreement shall be governed by and interpreted in accordance with the laws of India and the Courts in Jaipur will have the jurisdiction to entertain any dispute between the Parties arising out of this Agreement.

• WAIVER

  No forbearance, delay or indulgence by any party in enforcing any of the provisions of this agreement shall prejudice or restrict the rights of that party nor shall any waiver of its rights operate as a waiver of any subsequent breach and no rights, powers, remedies herein conferred upon or reserved for the Parties is exclusive of any other right, power or remedy available to that Party and each right, power or remedy shall be cumulative.

• 15.10 NOTICES

  All notices under this Agreement may be served on the addresses of the Parties mentioned hereinabove unless any other address is communicated to the other Party in writing for this purpose.

• 15.11 ASSIGNMENT & TRANSFER

  The Parties shall not be entitled to assign or otherwise transfer this agreement or any benefits, rights, obligations or interests herein whether in whole or in part to any third party other external agency without the prior written consent of the other.

• 15.12 FURTHER ASSURANCES

  In connection with this Agreement, as well as all transactions contemplated by this Agreement, each Party agrees to execute and deliver such additional documents and to perform such additional actions as may be necessary, appropriate or reasonably required to carry out or evidence the transactions contemplated hereby. WSP shall arrange to submit a copy of its audited balance sheet and profit and loss account annually to AGTPL.

• 15.13 AGENCY

  This Agreement is on principal-to-principal basis and it shall not create any employer/ employee relationship nor shall this Agreement be deemed to create any partnership, joint venture, agency between AGTPL and WSP or their representatives and employees.

• 15.14 CORPORATE AUTHORITY

  AGTPL and WSP represent that they have taken all necessary corporate action to authorize the execution and consummation of this Agreement and will furnish satisfactory evidence of the same upon request.

• 15.15 SEVERABILITY

  If any term, clause or provision of this Agreement shall be judged to be invalid for any reason whatsoever, such invalidity shall not affect the validity or operation of any other term, clause or provision of this Agreement unless the invalidity of such term, clause or provision of the Agreement is such that it renders the very purpose of this agreement void in which case the entire agreement shall terminate.

• 15.16 SURVIVAL

  The Parties hereby agree that the provisions which by their very nature need to survive this agreement, shall survive the expiry or termination of this Agreement.

• 15.17 COUNTERPARTS

  This Agreement may be executed in two counterparts by the parties and each of which shall be deemed to be an original and retained by each party, and such counter parts together shall constitute one and the same instrument.

• 15.18 MISCELLANEOUS
  • 15.18.1 Annexures to this Agreement shall be deemed to be an integral part of this Agreement.
  • 15.18.2 All indemnities given by WSP shall survive the expiry or termination of this Agreement.
  • 15.18.3 Clause headings are inserted for convenience of reference only and shall not be deemed to affect the interpretation of this Agreement or of any clause.
  • 15.18.4 This Agreement may be executed in any number of counterparts, each of which when so executed and delivered will be an original, and all such counterparts taken together will be deemed to constitute one and the same instrument.

IN WITNESS WHEREOF the parties hereto have hereunder set their hands on the day and the date first written above –

Signed and delivered by the within named WSP

by the hand of it’s Authorized Signatory -

Name - __________________________________

Designation - ___________________________

Signed and delivered by the within named SWLPL

by the hand of it’s Authorized Signatory -

Name - __________________________________

Designation - ___________________________

Signed and delivered by the within named WSP

by the hand of it’s Authorized Signatory -

Name - __________________________________

Designation - ___________________________

Signed and delivered by the within named AGTPL

by the hand of it’s Authorized Signatory -

Name - __________________________________

Designation - ___________________________