Sale Quantity in Bales

This Agreement made at ______ on this ____ day of _____ 2002 BETWEEN the Cotton Corporation of India Limited, incorporated under the Companies Act, 1956 and a wholly owned Government of India undertaking having its registered office at Air India Building, 12th Floor, Nariman Point, Mumbai – 400 021 and one of its branch office at____________________________________ _______________________ and hereinafter referred to as “the Seller” (which expression shall unless it be repugnant to the context or meaning thereof be deemed to mean and include its successors and assigns) of the One Part AND _________ Mills Ltd. incorporated under the ________ Act and having its registered office at __________________________________________________ and branch office at ______________________________________________ and hereinafter referred to as “the Buyer” (which expression shall unless it be repugnant to the context or meaning thereof be deemed to mean and include its successors, assigns and any Liquidator or Assignee appointed thereof) of the Other part.WHEREAS the Buyer approached the Seller for providing them Godown Storage Facility (hereinafter referred to as “GSF”) for the F.P. Cotton bales purchased by Buyer under various sale contracts with the Seller entered into and to be entered into during the Cotton Season __________ i.e. from _________ to __________ and under the scheme of Godown Storage Facility against 10% deposit in advance by the Buyer, Seller will arrange to transport the bales and store in the Buyer nominated godown under lock and key of the Seller in the Buyer’s Mill at _____________ and deliveries to be effected against payment made by the Buyer from time to time.AND WHEREAS the Seller agreed to extend the said Godown Storage Facility to the Buyer.NOW IT IS AGREED BY AND BETWEEN THE PARTIES as follows:

The Buyer will take delivery of the cotton bales under GSF within maximum period of 60 days after the expiry of grace period or for such further extended period as may be allowed at the entire discretion of the Seller.

The Buyer will provide rent-free godown(s) to the entire satisfaction of the Seller duly inspected by the officials of the Seller and godown so provided will be completely under the custody and lock and key of the Seller. Since the Godown Storage Facility has been given for his convenience, the Buyer shall not be entitled to receive any godown rent from the Seller and shall not be entitled to receive any deduction or remission whatsoever in the carrying charges payable by the Buyer.

The Buyer will deposit in advance 10% of the value of cotton opted under GSF with the Seller for despatching of bales under GSF. On receipt of the said advance, the specific lots selected by the Buyer will be despatched to the said godown as per the said request.

The bales shall be weighed at upcountry spot in the presence of the Buyer’s representative/controller and such weighment shall be final and binding. It is agreed that invoices shall be raised on the basis of such spot weighment.

In case the Buyer desires the Seller to arrange for transportation, the Buyer will make a written request and pay the cost of transportation in advance to the Seller. On receipt of such advance payment as well as the advance payment under clause (3) of this agreement, the dispatch instructions will be issued by the Seller. It is agreed that payment of the transportation charges and transit insurance premium (which will be incurred by the Seller) will be on behalf of and on account of the Buyer. If the Buyer nominates their transporter, the same should be out of the transporters empanelled with the Seller and all the transportation charges will be paid by the Buyer directly. In case the transporter nominated by the Buyer is not empanelled with the Seller, the Buyer indemnifies the Seller for any loss occurred to the Seller due to non-deliverance of goods within reasonable time or for any loss due to any mishappening including theft during transit or otherwise.

The Seller will not be responsible for delay in dispatches on account of non-availability of transport facilities and also for any other circumstances beyond its control.

Till the payment is realised, carrying charges as per rate specified in the contract as revised from time to time shall be applicable. Such carrying charges will have to be paid by the Buyer alongwith value of cotton before lifting of bales from GSF godowns.

The Buyer will provide normal security arrangement for movement of stock and also for stacking/destacking, loading and unloading goods from the godown. At the time of receiving the goods in the godown, arrangements for making necessary entries will be made by the Buyer and the particulars of vehicles as well as goods received in the godown will be recorded. For removal of the goods, if necessary, out of the Buyer’s godown, similar record will be kept by the Buyer’s Security Department.

The Buyer will ensure proper safety of the goods lying in its godown. In case of any incidents leading to or tending to lead to any loss or damage to the goods lying in its godown, the Buyer shall give necessary intimation immediately to the Seller. Further, the locks being sealed, in case of breakage/tampering of the seal the necessary intimation thereof shall be given by the Buyer to the Seller without any delay for verification and any other action deemed necessary.

If there is a shortfall of any quantity of the contracted goods stored in the Buyer’s godown, the same will be on the Buyer’s account and it will be the Buyer’s responsibility to make it good.

In the case of any loss or damage occurring to the goods and if the claim settled by the Insurance Company falls short of the sale price and carrying charges, the deficit shall be made good by the Buyer.

The premium paid by the seller for the storage insurance for the stocks stored under this Agreement will form part of the carrying charges payable by the Buyer.

The delivery of bales to the Buyer will be made by the Seller directly against full payment including payment of carrying charges, taxes as applicable and other charges payable by the Buyer. Delivery will be made in lots of not less than 50 bales each.

The Buyer shall pay Sales Tax on the value of cotton at the rate applicable on the date of taking delivery. The Buyer registered under the relevant Sales Tax Act shall furnish the necessary ‘C’ forms/Declaration forms at the time of taking delivery. Failure to provide the ‘C’ forms/declaration forms shall entitle the Seller to recover additional 4% Sales Tax from the Buyer.

All expenses upto weighment shall be on the Seller’s account. Thereafter, all expenses/charges etc. shall be on the Buyer’s account. With regard to other charges/expenses, if any, the decision of the Seller will be final.

Subject to the provisions herein contained, the bales will be despatched by the Seller as consignor and to the Buyer as consignee on Seller’s account.

Notwithstanding that the property in the goods may have passed to the Buyer, the Seller as the unpaid seller of goods will be entitled to rights and lien on the goods by implication of law.

In order to protect the rights and lien of the Seller as the unpaid seller of goods, it is expressly agreed by and between the parties hereto as follows:

1. The transporter will deliver the bales only to an authorised representative of the Seller and the transporter will not deliver the bales directly to the Buyer. Under no circumstances the Buyer will claim delivery, hypothecate or transfer the bales until and unless the Buyer has paid to the Seller in full the price of the goods payable, the carrying charges, interest & all other costs & charges payable as per sale contract.  
   
   
2. During the period of storage of the goods in the Buyer’s godown, the Buyer and/or its creditors and/or any person claiming through or under it shall not make any claim or demand over the goods so stored which is prejudicial in any manner to the provisions of this Agreement and the Buyer or anyone on its behalf shall not obstruct or deny the Seller’s access to or the clearance and/or removal of the goods by the Seller in its absolute discretion.
   
   
3. In the event of any labour unrest in the Buyer’s mill or lock out or closure of the same or any other such eventuality, the Buyer shall ensure that the bales lying in its godown under this Agreement shall not be involved or shall not be a part of any such dispute, and the Buyer shall extend all necessary cooperation and assistance to the Seller, including rendering all help for legal recourse, for facilitating the Seller to remove the bales from the godown and to exercise all its rights thereon as the unpaid Seller.
   
   
4. In the event of the winding up or liquidation of the Buyer’s mill for any reason whatsoever or in the event of any legal proceedings commencing or an order being passed against the Buyer for attachment/injunction of its property or in any manner adversely affecting the same, then and in that event and in order to protect the Seller’s lien over the goods as the unpaid seller, the Seller shall be entitled to remove the bales from the godown without the knowledge or consent of the Buyer and/or the Seller will also be entitled to resell the said bales for the realisation of its dues at the entire risk, costs and consequences of the Buyer.
   
   

In case any additional facility for payment, delivery or any other part of the Agreement is allowed to the buyer, the same under no circumstances, shall override the terms and conditions of this GSF Agreement and in no way shall make any of the terms and conditions of this Agreement as redundant or void.

This Agreement shall also cover the bales contracted during the period from__________ to __________ but remained unlifted/undelivered even after _________.

The Seller reserves the right to withdraw/restrict this facility for any act of default/unsatisfactory performance in respect of sale contracts entered into during the season.

The above terms & conditions are in addition to the usual terms and conditions contained in the related sale contracts and under no circumstances shall over-ride the usual terms and conditions as contained in the related sale contracts for sale of cotton by the Seller PROVIDED THAT it shall not be obligatory upon the Seller to resort the arbitration clause contained in the related sale contracts and the Seller at its sole option will be entitled to apply to a court of appropriate jurisdiction for any orders or reliefs under this GSF Agreement without prejudice to its right to resort to the said arbitration clause at any time for any other remedies or reliefs.IN WITNESS WHEREOF THE PARTIES HAVE SET their hands at _________________________ on the day, month and year first hereinabove written.Signed, Sealed and delivered by the within-
Named One Part, The Cotton Corporation
Of India Limited  _______________________________

_________________________________________________ Signed, Sealed and delivered by the within Named Other part, _______________________________________________________________________________ Witnesses:

1.________________________________________________

2.________________________________________________