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This ShipDelight Master Terms of Service (the “Agreement”) is between you and ShipDelight who may individually be referred to as “Party” and collectively as “Parties”.
Shipdelight is engaged in providing a technology platform for logistics Management. The CUSTOMER requires logistics services (“Services”) from Service Providers, facilitated through the ShipDelight Logistics Platform The Parties agree as follows:
– Confirms that it has an existing authority of the Board of Directors or Partners to enter into this Agreement
– Agrees and authorizes ShipDelight and its employee(s), vendor(s), agent(s) and partner(s), to conduct a due diligence on the information provided as a KYC
– Authorizes Shipdelight to use Air or Surface Method for using any Logistics Service Provider for shipping goods as ShipDelight deems fit.
– Authorizes ShipDelight, Service Provider and any government authority to search any shipment if and as required in accordance with applicable laws.
– The CUSTOMER authorizes ShipDelight to maintain copies of shipping details in accordance with applicable laws.
– The Customer shall pay ShipDelight the Freight payable for shipping as decided by ShipDelight
This Agreement is perpetual in nature unless either Party terminates this Agreement. The CUSTOMER agrees to pay, when due, all charges agreed between CUSTOMER and ShipDelight. The CUSTOMER has agreed to accept the credit notes/debit notes and its tax implication raised by ShipDelight in case of any mismatches or disputes. ShipDelight shall have a lien upon all goods and recover the value of the Shipments for any amount due under this Agreement that is not paid by the CUSTOMER within 7 days post the final intimation from ShipDelight for the payment of the overdue amount. All payments from the CUSTOMER under this Agreement shall be paid as an advance and by deducting the payable amount from the Cash on Delivery value collected by Shipdelight on behalf of the CUSTOMER. For all other cases, the CUSTOMER shall pay within 15 days of ShipDelight raising the invoice.
The CONSIGNOR will keep SHIPDELIGHT indemnified at all times against any demand by any Authority payable by CONSIGNOR/CONSIGNEE, which the CONSIGNEE refuses to pay the same and towards any kind of eventuality. In addition, The CONSIGNOR admits and acknowledges SHIPDELIGHT’s right of lien on its Shipments/Consignments for any outstanding freight, any other applicable charges, and SHIPDELIGHT may refuse to surrender possession of the Shipments/Consignments to the CONSIGNEE until all such charges are paid.
If CONSIGNEE refuses delivery or to pay on delivery, or the Shipments/Consignment is deemed to be unacceptable, or it has been undervalued for customs purposes, or CONSIGNEE cannot be reasonably identified or located, SHIPDELIGHT shall inform the CONSIGNOR, and in case of no response from CONSIGNOR within the 30 Days period the Shipments/Consignment will be returned back to the consignor.
Neither Party to this Agreement will be liable for breach of this Agreement to the extent caused by or arising from prohibition or restriction by law or regulation of any Government, fire, flood, storms, weather, strike, lock-out, accident, riots, Acts of God or other events beyond the control of the Party. The CUSTOMER hereby agrees to indemnify ShipDelight and each of their respective officers, employees and agents against any loss, damage, claim, action and legal expense which ShipDelight suffers as a direct or indirect result of any negligent act or failure to act by the CUSTOMER.
Both Parties agree that the contents of the shipment are shipped on a “Said to Contain” basis and the CUSTOMER indemnifies ShipDelight against all claims arising on account of the contents of the shipment. ShipDelight assumes no liability to the CUSTOMER or any other person for any loss or expense due to CUSTOMER’s failure to comply with any provision. ShipDelight liability for any of its obligations under this Agreement, including without limitation, liability for the loss of a shipment, shall not exceed the lesser of the following: INR 3000/- or the actual value of the loss or the declared value of the Shipment subject to the loss. ShipDelight shall not be liable for any shortage claimed within a shipment that shows no external evidence of tampering. ShipDelight shall not be liable for any shortage within any shipment that is distinctively and securely sealed.
Both parties have right to terminate this Agreement at any time by giving a 30 (Thirty) days prior notice in writing to each other.
Further, SHIPDELIGHT has the right to terminate this Agreement with immediate effect but not limited on the happening of Noncompliance/non adherence of the specified terms and conditions by SHIPPER/CONSIGNOR, and SHIPPER/CONSIGNOR being found involved in any kind of illegal, criminal activities and adopting any kind of unfair business activities which are prohibited by law.
Immediately after termination of this Agreement for any reason what so ever, all amounts that have already become due and payable to SHIPDELIGHT as on the date of termination of this Agreement, shall be paid by the CONSIGNOR without any protest. SHIPDELIGHT shall raise fresh invoice for the Shipments made/undertaken during the period commencing immediately after the date of the last invoice raised and expiry on the date of termination of this Agreement, and Consignor shall be obliged to clear it’s all outstanding amounts, including the payment required to be made under such fresh invoice, within 7 (Seven) days from receipt of such invoice. This clause will survive even after termination of this contract and has a post termination effect.
– It is either the owner or the authorized agent of the owner of the Shipment being shipped; It is solely responsible for packaging the goods in a manner that is prone to damage during transit. It agrees to furnish such information and complete and attach to this Agreement such documents as are necessary to comply with applicable laws, rules and regulations. ShipDelight responsibility ends when Shipdelight or its authorized agent or subcontractor delivers the shipment to the Consignee or the shipper or Consignee’s representative at the destination.
No Claim from Customer will be entertained beyond 45 days from the time shipment is picked up from Customers Location.
Each Party agrees that, the brands, logos, trademarks, etc. Belonging to each Party are the exclusive property of the respective Party and cannot, in any circumstances, be used, or copied, or altered in any manner which is identical/similar to the brands/logos/trademarks of the other Party, without being specifically authorized in writing by that other Party. Each Party authorizes the other to use and include the trademarks and corporate name, on the website and any promotional material. All data, records and reports produced pertaining to the Services under this Agreement, shall be treated by the CUSTOMER and its subcontractors as the exclusive property of ShipDelight and furnishing of such data, records and reports to any third party, whether for commercial or non-commercial purposes, shall have the prior written consent of ShipDelight. Each Party agrees to use the Confidential Information only for the purpose expressly provided under this Agreement and shall not, directly or indirectly, deal with, use, exploit or disclose such Confidential Information or any part thereof to any person or entity or for any purpose whatsoever except as expressly permitted in writing by the other Party; and not, without the prior written consent of the other Party, disclose or otherwise make available the Confidential Information or any part thereof to any party other than those of its directors, officers, agents, servants, employees, professional advisors, contractors or prospective contractors who need to know the Confidential Information for the purposes set forth herein. On termination of the Agreement, each Party shall return all Confidential Information and all shipments and materials of the other Party. Each Party shall destroy all Confidential Information which cannot be returned in material form and provide the other Party with a certificate of destruction. For the purposes of this clause , Confidential Information means any and all data or information of a Party (the“Disclosing Party”), and includes, but is not limited to, business information, specifications, research, software, trade secrets, discoveries, ideas, know-how, designs, drawings, flow charts, data, computer programs, marketing plans, CUSTOMER names, budget figures, and other technical, financial and business information concerning the Disclosing Party, or any such information of clients, CUSTOMERs, parents, affiliates, subsidiaries or agents of the Disclosing Party, which is disclosed by the Disclosing Party, whether directly in oral or material form to the other Party (the “Recipient”), or indirectly, by permitting the Recipient to observe the conduct of the Disclosing Party’s various operations or processes, but shall not include non-proprietary information.
In case of any unresolved dispute, differences, controversy or claim arising out of this contract, shall be referred to a sole Arbitrator nominated/appointed mutually between SHIPDELIGHT and CONSIGNOR in accordance with the provisions of Indian Arbitration & Conciliation Act, 1996. The arbitration proceeding will be in English language only and held at Mumbai and both parties shall bear their respective costs of Arbitration. The decision or the award passed by the sole Arbitrator shall be final and binding on both the parties and on any other party related to those consignments/Shipments under dispute in any manner whatsoever.
The Court at Mumbai have alone jurisdiction with applicable Laws of India in this regard.
