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WOIL - RFQ Terms & Conditions
WOIL - RFQ Terms & Conditions
1. The Transporter shall be responsible for handling and transporting the Product in
accordance with the Company Guidelines as specified in Annexure-III or as intimated from
time to time. Transporter shall ensure that the Product is delivered at the destination in
good condition and in minimum possible time and not exceeding the transit time.
2. The Company shall inform the Transporter of its requirement for trucks and the proposed
load. On receiving the request for Truck from the Company the Transporter shall make
best possible endeavor to provide good condition trucks to the Company having capacity to
carry the proposed load. The transporter shall ensure that the trucks provided by him
confirm to the approved carrying capacity and have all the necessary permits/licenses for
carrying the proposed load.
3. The Transporter shall provide Trucks having adequate capacity for carrying the load
informed by the Company and would ensure that there will be no overloading in the Truck.
In the event any overloading is done by the transporter either within or outside Company
premises then the entire responsibility for consequences arising out of such overloading will
be of the Transporter. Transporter undertakes to indemnify and compensate the Company
for all damages/loss/penalty etc as maybe suffered by the Company due to such
overloading and the Company reserves the right to deduct from the Transporters payment
such loss/damage/penalty at Invoice price plus GST. Any excess breakage happening due
to overload will be debited to transporter.
4. The Transporter shall ensure that Loading and unloading(applicable accordingly) of the
Product in the trucks is carried out with utmost care and without causing any damage to
the Product and all the guidelines issued by the Company as per Annexure-III or informed
from time to time are adhered to.
5. It would be the sole duty of the Transporter to ensure that all necessary documents, as
mentioned in Annexure-III, including but not limited to documents which are required as
per GST, road permits, Invoice etc or any other document as per applicable laws for the
lawful transportation of the Product have been obtained from the Company Officials before
the truck leaves from the Warehouse / Depot.
6. The Transporter shall ensure the utmost care has been taken during entire transportation
journey from source to destination in respect to safety and good condition delivery of
Product at destination.
7. If the permit validity expiries due to delay by transporter, the permit re-validation charges
plus all incidental charges has to be borne by the transporter. It will be the transporters
responsibility to get the Permits revalidated and any haltages arises from the expiry of the
Permits will not be paid by the Company. On case to case basis the above re-validation
charges may be waived by the Head Logistics in writing. The transporter shall be
responsible for providing the GST registered vehicle for generation of waybill failing which
penalty will be imposed on the transporter.
8. The Transporter shall ensure that at the time of delivery of Product at the destination, the
documents have been handed over to the authorized representative of the
Company/C&F/Distributor/Corporation and necessary acknowledgment/ endorsements
have been obtained on the delivery documents in accordance with the applicable laws and
the requirement of the company.
9. The Transporter shall ensure that after the delivery of the product at the destination, the
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Transport Bill has been raised on the Company with all necessary proof of delivery like
Lorry Receipt and any other document given by the Consignee and demanded by WOIL
such as MIS report etc.
10. The Transporter shall ensure the following conditions to be complied with at all times by
the Transporter, its driver, staff, cleaner, etc:
a) No child labour will be used by Transporter for any of the operations being carried out in
terms of this Agreement.
b) The Transporter shall ensure that all Drivers while driving, need to carry:
c) The Transporter shall ensure that all Drivers should be medically fit for driving and should
have 6/6 vision without color blindness and should not have any permanent disability,
which can affect driving. Further all Drivers should be alert and have good state of mind
before attempting to drive.
d) The Transporter shall ensure that Drivers while driving should not indulge in Fast / Rash
Driving / over speeding, Smoking, eating or drinking or consuming alcohol.
e) Transporter shall alone be responsible for the payment of wages/salaries and all other
statutory payments / legal dues payable to its employees deployed under this Agreement.
In respect of the workers employed by the Transporter, the Transporter shall ensure that
all statutory requirements under the Contract Labour (Regulation and Abolition) Act, 1970,
Employee’s Provident Fund Act, 1952, Employee’s State Insurance Act, 1948, and all other
applicable labour legislations are strictly complied with, documents relating to the same
shall be made available to the Company on demand.
f) The Transporter shall have not have any right to exercise a general lien over the shipments
of the Company for nonpayment of any dues to the Company, including dues of levies
imposed by any authority / authorities.
2 Freight Charges:
1. The freight will be paid at the agreed rates, which is forming part of this contract. For
destinations not covered in this contract, initially we will issue you a letter/email confirming
the mutually agreed rate signed by Director Logistics and Senior Manager Logistics of the
Company. The rates which are subsequently finalized will be incorporated in the contract by
way of an amendment of this Agreement.
2. That the Transporter shall raise invoice for its service under this Agreement at the rates as
mutually agreed between the parties from time to time for finished goods. in respect of
services rendered under this Agreement, which may be revised from time to time as per
mutual agreement between the parties in writing.
3. Not with standing anything mentioned elsewhere in the present Agreement, If any
transport is arranged for Inter Branch Transfer of goods, which is part of primary freight
(hereinafter referred to as “IBT”), a separate invoice shall be raised by Transporter on the
Company indicating that it is for primary freight.
4. Separate invoices shall be raised by the Transporter in respect of freight services provided
for finished goods and service spare parts, accessories, consumables etc.
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5. Other Charges:
a. No other freight and charges will be paid over and above the amount agreed which
forms a part of this agreement unless specifically allowed by the Logistics Director.
b. The payment of Goods and Service Tax will be governed by Goods and Service Tax
Act and Rules for the time being in force.
c. Transporter shall issue a tax invoice as per the prescribed GST Act and rules in
order to enable the Company to make timely payment and avail timely credit. The
Transporter would be required to issue the invoice on the billing location as
provided by the Company.
d. That apart from as agreed herein above, any other demand raised by the tax
authorities on the Transporter for any other activity, it shall be the sole
responsibility of the Transporter to defend the same and it shall not claim any cost,
action, damages basis the demand received.
e. Monthly Diesel rate shall be as per communication from Whirlpool. Any change in
freight due to increase/decrease in diesel rates will be mutually agreed through an
e-mail. Diesel changes shall be applicable if the diesel prices increase or decrease
by Rs1 per litre. Diesel base rate Ex- FRO; Add Formula for escalation/decrease.
Diesel changes shall be calculated as per the below formula :- If Diesel Increase or
Decrease by Rs.1/- per liter as on 1st of every month we will calculate/revise the
freight rates by Rs.0.25/- per KM. Diesel rate will consider as of 1st Jan 2023.
f. Freight for any location other than mentioned in this Annexure shall be as
discussed and mutually agreed through email.
i. Detention Rs. 1000/- per day shall be calculated after 24 hours from the time of
reporting excluding unloading date.
1. After receipt of information from the Company, regarding the quantity of Product to be
dispatched destination wise, the transporter shall arrange trucks for lifting of material as
per the requirement of the Company from Warehouse / Depot.
2. Transporter undertakes to provide trucks in good condition with the drivers having valid
license. The Company is authorized and will inspect the condition of truck, permit,
insurance book, tax receipts, driving license, PUC, etc., and transporter shall produce the
said documents or any other documents for inspection whenever required to do so. If the
Company decides that any of the truck is not in good condition or lacking in any other
respect, the Company can request the Transporter to take back the said truck for which the
Transporter will not be entitled to any halting charges. The decision of the Company in this
regard shall be final and binding upon Transporter.
3. Transporter understands that time is essence in this agreement and undertakes the
responsibility that the Material must reach before expiry of validity of permits (Transport
Pass and Export Pass) and within lead time, failing which all cost/expenses/charges
incurred by the Company to revalidate the permit from the authority will be recovered from
the Transporter.
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4. Transporter shall issue LR copy with particulars such as, vehicle no., consignees name and
destination, invoice no. & date, TP No. & date & qty. and type of consignment.
6. Transporter will depute his authorized person or representative during the Product
collection operations and only that person will issue LR and deal with the Logistics Team.
Transporter will issue a letter to the Company authorizing such person.
7. The vehicle not reported as per lead time (+_1) day, excluding loading & reporting day the
amount will be deducted @ Rs.1000/- per day. Until & unless advance information given
with the time of 24hrs of the breakdown/accident.
8. Non-compliance to SLA or KPI will be reviewed periodically by the WOIL. Any penalty to be
levied for failure to comply with SLA or KPI will be adjusted from outstanding dues of the
Transporter.
a) WOIL does not cover any transit insurance for movement of its goods.
b) In case any damage occurs due to rain because of improper cover by tarpaulin or any
other reason, Transporter shall be responsible for such losses and the Company has every
right to recover the same loss from Transporter.
d) Transporter will undertake to compensate and indemnify the Company for transit loss
caused due to any criminal act, theft, fire, accident (in case the driver is found to be
under the influence of alcohol), any negligence or fraud committed by transporter’s
agent(s)/ driver or any other loss of any nature whatsoever as a carrier.
e) Any loss/ damages/pilferage, occurred to the material due improper handling by any
driver/cleaner/transporter’s employed persons of any vehicle either within or outside the
Warehouse/Depot, would be deducted from the transporter’s payment/outstanding dues.
f) Transporter undertakes to indemnify and compensate the Company for all Shortages
during transportation of Product and the Company reserve the right to deduct from the
Transporters payment such loss/damage/shortages suffered by the Company at Invoice
price plus excise duties.
In the event of loss of GST Invoice/ documents or any other dispatch document during
transit, if the Company or its consignees incur any loss/penalty, then the value of the
Product as per the Invoice and/or losses incurred by the Company/penalty imposed
incidental charges etc would be recovered /reimbursed by the Transporter.
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5 PAYMENT AND STATUTORY DEDUCTIONS
a. Transporter will submit transport bills along with the acknowledged copy of the LR to
our Warehouse / Depot or to Distributor or any other Agency appointed by the
Company. Payment for undisputed Invoices will be made within 30 days from the
date of submission of the acknowledged LR copy along with the bill to the Company/
Customer as maybe informed.
b. The prices quoted shall be basic rate and any taxes levied shall be paid extra at
actuals which includes (Delhi NGT) as per Government norms.
c. TDS (tax deducted at source) will be deducted from transporter’s bills, if applicable,
at the rate specified by the Government Notification and applicable, from time to
time as per provisions of the relevant Acts.
1. The Transporter shall indemnify the Company against all and any cost, loss, expense,
claim, proceeding or damage arising out of the Transporter’s negligence or breach of this
Agreement and references to the Transporter shall include its servants, permitted agents,
permitted sub-contractors or any other person acting on behalf of the Transporter in terms
of this agreement. The Transporter shall maintain public liability insurance with a
reputable insurer. The Transporter shall furnish the Company with a certificate of its insurer
or broker confirming the currency of the insurance policy.
2. The Transporter shall indemnify the Company for any costs incurred in connection with any
accident to any truck, personal injury or death of any personnel of the arising out of
negligence or otherwise of the Carrier.
3. Transporter shall indemnify damages or costs incurred on goods being transported where
the damage to such goods is directly attributable to the Carrier.
4. The Company shall also not be liable and responsible for the claims if any, of the
employees of the Transporter or third party employee under the workmen’s compensation
act or other enactments or laws. The Transporter agrees that it shall protect, defend,
indemnify and hold harmless the Company from and against all liabilities, losses, costs,
damages, expenses, claims, and disbursements of any kind or of any nature whatsoever
imposed upon the Company, whether incurred directly or indirectly by the Company, by
virtue of, or in connection with, or arising out of any:
(a) failure of the Transporter to maintain appropriate permit to carry out its services as per
the scope of work under the instant Agreement;
(b) claims made by any employees or agents of the Transporter or by any association of
the Transporter related to the Transporter’s provisions of services to the Company under
the terms of this Agreement, including any claim by the Transporter’s personnel that they
are the Company’s employees for any purpose;
(c) claims arising from the negligence of the Transporter in performing Transportation
Services pursuant to the terms of this Agreement; or
(d) other claims arising directly or indirectly out of the transportation of goods of the
Customer of the Company but not limited to claims arising from accidents.
7 TERMINATION
7.1 The Company may terminate this Agreement by giving 30 days written notice to the
Transporter at any time upon the happening of any of the following events:
a. a failure by the Transporter to comply with any provision of this Agreement which
continues for at least 3 days after either the Company has given written notice to the
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Transporter setting out particulars of the failure or refusal and that it is the Company’s
intention to terminate this Agreement unless the failure or refusal is remedied within the
period stated in the notice;
b. the Transporter is unable to pay its debts as they fall due, presents a petition or has a
petition presented by a creditor for its winding up, convenes a meeting to pass a resolution
for voluntary winding up, is subject to a winding up order, calls a meeting of its creditors or
has a receiver or mortgagee appointed over all or subsequently all of its undertaking or
assets, or any similar event occurs in the Transporter's jurisdiction of incorporation;
c. if a person (other than an Affiliate of the Transporter) assumes Control of the
Transporter;
7.2 The Transporter may terminate this Agreement by giving 30 days written notice to the
Company at any time upon the happening of any of the following events:
a. a failure by the Company to comply with any provision of this Agreement which continues
for at least 3 days after the Transporter has given written notice to the Company setting
out particulars of the failure or refusal and that it is the Transporter’s intention to terminate
this Agreement unless the failure or refusal is remedied within the period stated in the
notice;
b. The Company becomes unable to pay its debts as they fall due, presents a petition or has a
petition presented by a creditor for its winding up, convenes a meeting to pass a resolution
for voluntary winding up, is subject to a winding up order, calls a meeting of its creditors or
has a receiver or mortgagee appointed over all or subsequently all of its undertaking or
assets, or any similar event occurs in the Transporter's jurisdiction of incorporation;
7.3 Either party may terminate this Agreement without cause at any time by giving one (1)
month written notice to the other.
7.4 Upon termination of this Agreement, the Transporter shall:
a. Deliver up to the Company such documentation and information as the Company may
reasonably require.
b. All documents/ papers/ records etc of the Company that maybe in the possession of the
Transporter.
7.5 Any termination of this Agreement shall be without prejudice to the right of the Company
against the Transporter or the right of the Transporter against the Company in respect of
anything done or omitted hereunder prior to such termination or in respect of any sums or
other claims outstanding at the time of such termination.
7.6 Notwithstanding clause 7.5 it is agreed that the Transporter shall not be entitled to and
shall not claim any loss of profit or goodwill or any damages or compensation of any kind
arising out of or in connection with the expiration of this Agreement or its termination by
either the Company or the Transporter.
8 ASSIGNMENT
8.1 The Transporter shall not assign or sub-contract its rights under this Agreement without
the prior written consent of the Company (which may be withheld in the Company absolute
discretion).
8.2 The provisions of any sub-contractor agreement shall be approved by the Company before
execution and the terms shall not be varied or assigned without the Company prior written
consent and the Transporter shall ensure that each sub-contractor shall comply with the terms
of this Agreement.
9 SEVERANCE
Should any provision of this Agreement be held to be invalid or unenforceable, then such
provision shall, so far as it is invalid or unenforceable, be given no effect and shall be
deemed not to be included in this Agreement but without invalidating any of the
remaining provisions of this Agreement. The parties shall then use all reasonable
endeavors to replace the invalid or unenforceable provision by a valid provision the effect
of which is the closest possible to the intended effect of the invalid or unenforceable
provision.
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10 FORCE MAJEURE
10.1 Neither party shall be responsible for delay or default in the performance of its obligations
due to circumstances beyond its control such as fire, flood, civil commotion, earthquake,
war, acts of God etc.
10.2 Subject to the provisions of this Clause, a party to this Agreement shall not be under any
liability to any other party to this Agreement and be deemed not to be in breach of this
Agreement as a result of any non-performance of its obligations under this Agreement
insofar as the non-performance directly relates to an Event of Force Majeure.
10.3 Any party to this Agreement claiming that an Event of Force Majeure has occurred shall
send to the other party prompt notice in writing with full particulars of the alleged Event of
Force Majeure claimed, including its date of first occurrence and of the cause or event
giving rise to it and the likely duration of the party's non-performance and shall further
promptly notify the others upon the cessation of an Event of Force Majeure. In case the
Force Majeure continues for more than two months both party have the option to decide to
continue or quit this association.
Any claim, controversy or dispute arising out of or in connection with this Agreement, not
settled by mutual agreement of the Parties involved within 30 days after a Party is provided
written notice for settlement thereof, either Party may refer the matter to sole arbitrator to
be appointed mutually by the Parties in accordance with the provisions of the Indian
Arbitration and Conciliation Act of 1996 and or any of its subsequent amendments. Pending
the arbitration proceedings, all disputed amount/payments, shall be deposited in the
custody of the arbitrator(s), appointed under this clause until the completion of the
arbitration proceedings. These disputed amounts/payments held by the arbitrator(s) shall
be paid to the Parties as per the provisions of the arbitration award after successful
completion of the proceedings. The seat and venue of arbitration proceedings shall be in
Delhi, India and shall be governed by and construed in accordance with the laws of India.
The language of the arbitration shall be English. The costs and expenses of the arbitrator(s)
and holding the arbitration shall initially be borne in equal shares by both the parties. Each
Party will bear its own legal, traveling and other similar costs. However, the arbitrator(s)
may in his award, require any Party to pay such costs as the arbitrator think fit, including
the costs and expenses of the arbitration, travel, costs and advocates fees.
12 ANTI CORRUPTION
12.1 For the purpose of this Clause 19:
a. "Anti-Corruption Laws" means any applicable foreign or domestic anti-bribery and anti-
corruption laws and regulations, as amended from time to time.
b. TRANSPORTER Personnel" means TRANSPORTER’s officers, directors, employees,
direct or indirect beneficial owners or shareholders, or any other party acting on its
behalf, including without limitation, subcontractors and agents.
c. WOIL / Whirlpool means Whirlpool of India Ltd and all entities affiliated to Whirlpool
India Pvt Ltd whether directly and/or indirectly.
12.2 TRANSPORTER represents and warrants that it has knowledge of anti-corruption laws and
that neither TRANSPORTER nor TRANSPORTER personnel has taken or will take, with
respect to any activities related to, or on behalf of, WOIL's business, directly or indirectly,
any action that would constitute a violation of anti-corruption laws, or otherwise cause
WOIL or its officers, directors, employees and/or affiliates to be in violation of anti-
corruption laws.
12.3 With respect to any transaction or business effected in connection with this Agreement,
TRANSPORTER:
i. will not and will procure that TRANSPORTER Personnel will not, pay, offer, promise to
pay or authorise the payment of, directly or indirectly, any bribe, gift, monies, financial
or other advantage or anything else of value in violation of Anti-Corruption Laws; and
ii. will maintain for five (5) years proper and accurate books, records, and accounts which
accurately and fairly reflect any and all payments made in respect of any transaction
or business effected in connection with this Agreement and will upon Whirlpool's
request provide Whirlpool or its representatives with copies of these. TRANSPORTER
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will not provide Whirlpool with any inaccurate documentation and records in
connection with any function performed under this Agreement.
12.4 TRANSPORTER warrants that all applicable TRANSPORTER Personnel have received relevant
and comprehensive compliance training.
12.5 TRANSPORTER warrants that, in connection with this Agreement, it will make its
employees, officers and directors available for meetings with Whirlpool's representatives
upon reasonable notice, as necessary to verify TRANSPORTER’s compliance with Anti-
Corruption Laws and this Agreement.
12.6 In its sole discretion, upon written notice to TRANSPORTER, Whirlpool may terminate this
Agreement effective immediately if Whirlpool determines in good faith that TRANSPORTER
or any TRANSPORTER Personnel has breached representations, warranties and/or
covenants contained in this Clause and/or has otherwise violated Anti-Corruption Laws or
caused Whirlpool, its officers, directors, employees and/or affiliates to violate Anti-
Corruption Laws.
12.7 TRANSPORTER shall indemnify and hold Whirlpool harmless from and against all claims,
actions, proceedings, suits, investigations, penalties and fines of any kind resulting from any
breach by TRANSPORTER of any of the provisions contained in this Clause and/or Anti-
Corruption Laws. This Clause shall survive the termination or expiry of this Agreement for
any reason.
12.8 During the Term/extended Term of this Agreement, the TRANSPORTER shall furnish to WOIL
a written confirmation of Compliance with the above Clause, every quarter, in a format
acceptable to WOIL.
13 ANTI-BRIBERY
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Annexure III - Important Conditions for the Logistics Contract