Special Terms and Conditions
For
Warehousing Service – Per MT basis

1. Agreement Overview
This Agreement represents a Special Terms and Conditions (STC) and Service Level Agreement (SLA) between the Buyer and Service provider. The purpose of this agreement is to facilitate implementation of Warehousing Hiring Service from the Buyer’s premises or any other premises designated by buyer. This Agreement outlines the scope of work, buyer’s obligations, special terms and conditions related to service delivery and payment of services for mutual understanding of the stakeholders. The Agreement remains valid till completion of scope of services or end of contractual duration (whichever is earlier) unless either superseded by a revised agreement mutually endorsed by the stakeholders or terminated by either of the parties thereof.
The Services contracts placed through GeM shall be governed by following set of Terms and Conditions:
1. General terms and conditions for Services;
2. Service Specific STC of the Services contracts shall include the service level agreement (SLA) for the service;
3. BID / Reverse Auction specific ATC.
The above terms and conditions are in reverse order of precedence i.e. ATC supersedes Service specific STC which supersede GTC, whenever there are any conflicting provisions. The above set of terms and conditions along with scope of work and service level agreement as enumerated in the document shall be construed to be part of the Contract between Buyer and Service Provider.

2. Objectives and Goals
The objective of this agreement is to ensure that all the commitments and obligations are in place to ensure consistent delivery of services to buyer by service provider. The goals of this agreement are to:
1. Provide clear reference to service ownership, accountability, roles and responsibilities of both parties.
2. Present a clear, concise and measurable description of services offered to the buyer.
3. Establish terms and conditions for all the involved stakeholders, it also includes the actions to be taken in case of failure to comply with conditions specified.
4. To ensure that both the parties understand the consequences in case of termination of services due to any of the stated reasons.
The agreement will act as a reference document that both the parties have understood the above-mentioned terms and conditions and have agreed to comply by the same. The agreement can also be revised/ modified on mutual consent of the stakeholders.

3. Parties to Agreement
The main stakeholders associated with this agreement are below-
1. Buyer: Buyer is responsible to provide clear instructions, approvals and timely payments for the services availed
2. Service Provider: Service provider is responsible to provide all the required services in timely manner. Service provider may also include seller, any authorized agents, assignees, successors and nominees as described in the agreement.
The responsibilities and obligations of the stakeholders have been outlined in this document. The document also encompasses service level/ deductions in case of non-adherence to the defined terms and conditions. It is assumed that all stakeholders have read and understood the same before signing the document.

4. Scope of Services
4.1 Storage–activity to be conducted by service provider to ensure maximum storage of goods and easy access for the buyer at all times.
4.2 Safely and securely store goods in an organized way to track where item is located.
4.3 Goods can be stored as per the buyer’s requirements depending on the shelf life of the goods/products.
4.4 Offering shelves and racks to store goods in the warehouse.
4.5 Transportation–transporting, moving, loading and unloading of goods to deliver and transport goods to and from the warehouse.
4.6 Preservation, Maintenance & Security –
4.6.1  Preservation& Maintenance of goods kept as inventory in the warehouse, ensuring climate control, quality control, fumigation, fire etc.
4.6.2 Security to keep the warehouse safe even at downtimes. Ensuring the warehouse is safe from any kind of theft, deterioration, exploration etc. 
4.6.3 Infrastructure requirements as per the need of the buyer – temperature, height etc.
4.6.4 Equipment’s used for movement of goods inside the warehouse - forklifts, pallet jacks, bins that hold products for orders, and conveyor belts etc.

5. Terms and Conditions
5.1 Buyers Obligations
5.1.1 Officials from the buyer will visit the warehouse and provide clearance for utilization for the warehouse with required actions for open points which need to be addressed. Warehouse owner shall address the points raised by the committee and confirm within 7 days from the date of list of open points received/buyer’s visit date.
5.1.2 The goods stored in the warehouse can be inspected by the authorized representative of the buyer at any time.
Buyer can provide timely instruction to the service provider for maintenance, cleaning or any specific requirement related to product hygiene.
5.1.3 The hiring of space can be increased or decreased to 25-30% of the contract as per requirement of the buyer and warehouse owner is abided to provide space accordingly if the warehouse is selected by the buyer.
5.1.4 Buyer shall not be responsible for fluctuation of the market rate. The service provider shall be required to provide the storage at agreed rate only. Buyer will not be responsible for the losses incurred to the service provider due to change in Government decisions, natural calamities, or any such occurrence which are beyond the control of the buyer.
5.1.5 Buyer will issue all required documents within reasonable time required by the Service Provider for carrying out the services.
5.1.6 Buyer shall allow the Service Provider to visit the site or premises for carrying out work/duty.
Buyer can vacate warehouse by giving one month notice period without showing any reason. Service provider may also ask the buyer to vacate warehouse by giving notice of 30 days.
Price Variation Clause:
"It is advisable to include Price Variation Clause in the long term contracts to take care of the increase/decrease in prices of various ingredients which majorly affect the overall price of the service. Buyers are therefore advised to include the Price Variation Clause (PVC) in the bid document through ATC for long term contracts. The additional payment, if any, on account of PVC can be done offline till such time online functionality is developed on GeM."

5.2 Service Provider Obligations
5.2.1 The Service Provider shall not transfer or assign or sublet any part of the service once agreed or any share or interest here in any manner or degree directly or indirectly to any person, firm or corporation whatsoever.
5.2.2 There should be proper approach road for movement of trucks/trailers up to the warehouse from the main highway. Similarly, there should be adequate internal roads to facilitate easy movement of trucks.
5.2.3 The service provider shall maintain an experienced work force to include move coordinators, drivers, packers, quality assurance, training, and management personnel for upkeep of the warehouse.
5.2.4 Electricity, security, Fumigation and spraying charges including cost of chemicals are to be borne by the service provider.
5.2.5 The hiring of space can be increased or decreased as per requirement of the buyer and warehouse owner is abided to provide space accordingly if the warehouse is selected by the buyer.
5.2.6 All warehouses to be offered should be totally insured and as per Government rules & regulations if any duty/fee/tax is payable then it is the sole responsibility of warehouse owner to observe and clear all formalities from the appropriate Government authorities.
5.2.7 The service provider shall obtain and maintain at its own expense for the duration of this contract, appropriate insurance coverage with appropriate loss limits for this contract, including any such insurance as required by the law of the country of incorporation or license and by the country where the work or service is to be performed. Upon request the service provider shall provide the Purchaser with certificates of insurance for this insurance coverage. 
5.2.8 The warehouse owner shall hold all valid licenses issued by the Authority, clear title of property, valid PAN, GST & TIN Number etc. and up to date tax clearance certificate from the concerned authority.
5.2.9 There should be adequate space for easy movement of goods for efficient & easy handling/retrieval of stored products.
5.2.10 The warehouse owner/service provider shall be responsible to keep the warehouse neat and clean to protect the goods from attacks of fumigation & Insecticides. There should besufficient fumigation covers, protection from dust, rodents & snakes and other QC Equipment, spray pumps etc. If the store owner fails to do so, buyer reserves the right to clean the warehouse of the party and recover the charges from the party.
5.2.11 Warehouse should have the Proper drainage, Boundary wall/fencing, Electricity, water, toilets, and firefighting equipment. The list is illustrative and not exhaustive.
5.2.12 It would be the responsibility of the warehouse to ensure that the quality of material remains unadulterated during the loading/unloading and storage period. Any damage to the product while loading/unloading or during storage period will be in warehouses’ purview and is the responsibility of warehouse owner. If buyer finds any deterioration in the product quality due to lack of proper care taken at the warehouse, buyer may cancel the contract with immediate effect/ initiate legal actions against the warehouse or ask the warehouse to make the payment for the equivalent amount of the quantity of material, in question.
5.2.13 For any shortages in material reported an equivalent amount shall be deducted from the Warehouse’s invoice.
5.2.14 Service provider shall make its own arrangement for loading/unloading of material in case of any break down in the system or in case of an emergency at the warehouse i.e. fire etc. Any damage due to such negligence may attract heavy penalty.
5.2.15 The service provider shall be liable for ensuring compliance with the provisions of all applicable laws including but not limited to Labour Law [Central/State], Workmen Compensation Act, EPF Laws, ESI Laws, Income tax laws and Minimum Wages Laws, Contract Labour (Regulations Abolition Act), and any other relevant acts as may become applicable during the tenure of the contract. The onus of compliance to all the applicable Laws/Acts/Rules shall rest with the service provider only and the buyer will not be liable for any non-compliance. 
5.2.16 The relationship between Buyer and service provider under this agreement is that of principal to principal basis and neither party shall have the power or authority to bind or obligate the other party except as expressly set forth in this Agreement. Therefore, neither Service Provider nor the personnel of the Service Provider shall become the employee of the Buyer under this Agreement. The Buyer shall also not be liable to the service provider nor its personnel, beyond the scope and the fees as mentioned in the STC. For the sake of clarity, it is stated that Buyer shall not be responsible for any claim such as salary or allowances, bonus, compensation, damages or anything arising out of their employment/duty under this STC. The Service Provider shall make them known about this position in writing before deploying the personnel to the Buyer site. The Buyer shall in no way be responsible for the violation of any laws from the time being in force, either by the Service Provider or its employees.
5.2.17 Service provider is advised to comply with the instruction issued by Government of India, Ministry of Labour and Employment, Chief Labour Commissioner etc. from time to time regarding mode of payment of wages to workers.
5.2.18 The service provider shall pay not less than minimum wages to the workers engaged by them on either time rate basis or piece rate basis on the work.
5.2.19 Welfare and Health of Contract Labour, Duties and responsibilities of the contractor- The service provider shall comply with the provisions as regards provision of canteen/rest room, Urinal, washing facilities, first aid facilities etc for the employees as contained in the Contract Labour (Regulation & Abolition) Act 1970 and other applicable laws as amended from time to time.
5.2.20 Buyer will issue all required documents within reasonable time required by the Service Provider for carrying out the services.
5.2.21 The service provider shall provide fully automated systems for management of information. 
5.2.22 Service Provider shall be fully responsible for safety/ security of stocks including leakages etc. during warehousing.
5.2.23 Service provider cannot refuse to provide material in any case or cannot hold the material supply in any case as buyer has sole ownership of material stored in the warehouse and such activity of the warehouse would affect the operations of the buyer. 
5.2.24 Delivery and/or performance must be completed within the terms stated in the contract. Purchaser reserves the right to cancel the contract without liability and to charge the service provider with any loss incurred as a result of service provider’s failure to fulfil its obligation to deliver within the term specified. 
5.2.25 The invoice should be raised by the service provider at the end of every month on approved rate by this bid. Payment will be done on submission of invoices (within 15 days for monthly storage).
5.2.26 No advance payment shall be made to the service provider under any circumstances.

6. Payment Terms and Conditions

6.1 Payment shall be made once the Service Provider submits the invoice online on GeM alongwith other relevant documents and after generation of Service Delivery Acceptance Certificate (SDAC) by consignee for the submitted invoice.
6.2 All deductions (if applicable) will be accounted/deducted during SDAC generation before making the payments. Payment will be made through bank transfer only and in no circumstance cash/ cheque payment will be made.

7. Deductions / LD

8. Amendment to contract
During service delivery period some conditions may occur when the Buyer and/ or Service Provider may require to amend the Contract, some of such conditions may be as followed- 
8.1 Amendment of the Contract after event of Force Majeure: A Force Majeure (FM) means extraordinary events or circumstance beyond human control such as an event described as an act of God (like a natural calamity) or events such as a war, strike, riots, crimes (but not including negligence or wrongdoing, predictable/seasonal rain and any other events specifically excluded in the clause).In case of occurrence of such event which has affected either party directly to perform the agreed services, the contract can be amended. However, cause, evidence and nature of such effect shall be notified to the other party.
8.2 Amendment in statutory variations: All statutory variations leading to increase in the cost of the contract will be debited to the buyer accounts.

9. Termination of contract
The Agreement shall be come to an end either on completion of the Contract Period or shall be terminated for the following reasons:
9.1 Mutual consent: The contract may be terminated based on mutual consent in case the services are no longer required. Termination based on mutual consent will not attract any penalties or shall not be liable for any extra payments other than payment of invoices raised till the time of termination including notice period.
9.2 Breach of contractual obligations: Any incidents considered as the breach of contract will result in immediate termination of services. The Buyer shall have the right to terminate the Contract effective immediately by giving written notice to the Service Provider if, the Service Provider breaches a material provision of this Contract where that breach is not capable of remedy; or if the Service Provider breaches any provision of this Contract and fails to remedy the breach within 14 days after receiving notice requiring it to do so.
9.3 Breach of SLAs: The contract may also be terminated by the Buyer if i) the cumulative penalties rise to 10% of the contract value ii) failure to provide service after 3rd instance as per SLA.
However, termination of this Contract shall not affect any accrued rights or remedies of either party.

10. Service Formula

Contract Value: A X B

A: Estimated weight (in MT) to be warehoused during the contract period

B: Warehousing price per MT