Professional Documents
Culture Documents
BETWEEN
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at___________________________ hereinafter referred to as “Client” [which
expression shall, unless excluded by or repugnant to the context or meaning
thereof, be deemed to include its successors in business and permitted
assigns] of the SECOND PART.
_________________________________________ an Individual residing at
________________________________________________________ hereinafter referred
to as ‘Client’ (which expression shall, unless excluded by or repugnant to the
context or meaning thereof, be deemed to include hi/her heirs, executors,
administrators and permitted assigns) of the SECOND PART
_________________________________________ carrying on business in the name
and style of __________________________________ Proprietary concern having
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his/her office at __________________________________________ hereinafter
referred to as ‘Client’ (which expression shall, unless excluded by or
repugnant to the context or meaning thereof, be deemed to include his heirs,
executors, administrators and permitted assigns ) of the SECOND PART
OR
WHEREAS
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The Client has approached NBHC to provide Collateral Management
Services as defined hereunder (hereinafter referred to as the
“Services”) with the intention of obtaining bank loan against the
pledge of commodities / materials already stored / to be stored in the
warehouse as more particularly set out in Annexure – A (“said
Warehouse”) on the terms and conditions as set out hereinbelow.
The Client may also include its new locations, as and when required
with prior written consent from NBHC.
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II) Advisory Services
i. Intimating the condition of the stock, whenever
deterioration is noticed due to forces of nature, for necessary
preventive and curative treatment to contain the quality and
value of goods.
ii. Scrutiny of insurance coverage
B) In case the goods/commodities are to be stored in the
Warehouse by the depositor;
I) Basic Collateral Management (CM) Services
2) The Client hereby represents & warrants that the Warehouse in which
the pledged commodities/material is stored/to be stored is taken on
Lease/Sub Lease basis by the Client from the owner of the said
Warehouse as more particularly described and mentioned in
Annexure – A. Further the client confirms that he has right to
appoint NBHC to provide the services in the said warehouse as
envisaged under this agreement [and accepts that it shall be Clients i
sole responsibility and obligation to extend the tenure of Lease/Sub
Lease agreement till the date this agreement subsists]. The Client
hereby represents that he is the sole & lawful owner of the
commodities, and at any point of time, if the ownership of the
commodities becomes suspect or questionable or challenged by any
third party the client will be solely responsible to resolve such dispute
at his cost & risk and NBHC would be absolved from all its
responsibilities/obligations under this agreement. NBHC would also be
absolved from its responsibility in case if any loss of quality/quantity of
collateral is caused by any acts, omissions or commissions of the Client
or his/her employees/labour/representatives/agents/contractors as the
case may be. The Client agrees to keep NBHC fully indemnified and
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repay the loan taken from the Bank with interest without raising any i
collateral issue as and when such details are brought to his
notice/knowledge by NBHC.
OR
The Client represented that the warehouse(s)/godown(s) in which the pledge
commodities/material is stored is owned by the client details of which are
more particularly described and mentioned in Annexure – A.. The Client
hereby represents that he is the sole & lawful owner of the
commodities, and at any point of time, if the ownership of the
commodities becomes suspect or questionable or challenged by any
third party the client will be solely responsible to resolve such dispute i
at his cost & risk and NBHC would be absolved from all its
responsibilities/obligations under this agreement. NBHC would also be
absolved from its responsibility in case if any loss of quality/quantity of
collateral is caused by any acts, omissions or commissions of the Client
or his/her employees/labour/representatives/agents/contractors as the
case may be. The Client agrees to keep NBHC fully indemnified and
repay the loan taken from the Bank with interest without raising any
collateral issue as and when such details are brought to his
notice/knowledge by NBHC.
4) The Client represents and warrants that prior to obtaining loan from
the Bank his right/ownership of commodities/materials stored or to be
stored in the said Warehouse is undisputed and free from all liens,
charges, claims and encumbrances and that storage of commodities in
the said Warehouse is not in contravention of any applicable law and
or any rules/regulations notified by the government, semi-government
or local bodies. The Client agrees that in the event of such storage of
commodities/materials becoming illegal or unlawful at any point in
time, he will immediately repay the entire loan taken from the Bank
without raising any collateral issue and NBHC would not be held
responsible in any way, meaning thereby that all legal and financial
consequences shall be handled solely by the Client with all costs.
5) The Client represents and warrants that its right on the said
Warehouse is free and clear from all liens, charges, claims and
encumbrances and that no one other than the Client has any right, title
or interest in or to the use and occupation of the said warehouse. The
Client further represents and confirms that the Lease/Sub-Lease
agreement between him and owner of the warehouse is valid and
subsisting as on date hereof and shall be solely responsible to extend
the same till the validity of this agreement and keep NBHC indemnified
in this regard from any claims by the owner of the said Warehouse.
NBHC shall not be responsible for non-delivery of the commodities in
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case of the owner obtaining any restraining orders from the court and
or in case of the owner stopping NBHC from providing the services
envisaged in this agreement for any reasons whatsoever.
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9) (a) NBHC shall ensure monitoring of quality of the commodity at
regular intervals. In case of deterioration of commodity due to pests or
other forces of nature, NBHC would intimate/suggest necessary
curative/prophylactic treatment to the depositor. In the event of any
failure/negligence in taking cognizance of the NBHC’s advice, the
responsibility of NBHC for the quality of commodity would cease to
exist and the loan obtained by the client from the Bank would become
immediately payable with interest and in the event of any failure in
this regard NBHC would be free to advise the financing Bank for
recalling the loan and dispose of the commodity in the local market by
identifying a buyer in consultation with Bank and deposit the sale
amount into the loan account with the Bank after recovering its dues
from the Client.
(d) The Client understands that in case the commodities are deposited
by the Client subsequent to NBHC taking possession of the Warehouse
under this agreement, NBHC can only carry out a random sampling for
verification of quantity and quality thereof. In this regard the Client
keeps NBHC fully indemnified from any claims, losses, damages,
charges, etc that NBHC may incur in case if the quantity as stated by
the Client is found short or the quality/grade of the commodity stated
by Client is found to be false/incorrect.
10) The Client represents, assures and warrants to NBHC that there is no
legal or other impediment for the management of the said warehouse
by NBHC for the purpose and on the terms and conditions stated
herein. It shall be a condition precedent and the sole responsibility of
the Client to any of the NBHC's obligations hereunder that the Client
shall obtain any and all such approvals, sanctions, consents,
concurrence and any 'no objection' as may be required and shall keep
NBHC fully indemnified in this regard.
11) The Client agrees to indemnify NBHC and its officers, directors,
employees, agents, representatives and affiliates (collectively, the
"Representatives") from and against any losses, actions, claims or
damages of any kind (including attorney fees) which may be suffered
by any of them as a breach of provisions prescribed by the State in
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respect of holding or holding limits of commodities deposited with
NBHC
12) The Client shall pay all the municipal and other assessment rates and
taxes in respect of the said warehouse or that may, during the term of
this Agreement, be levied or increased in respect of the said
warehouse or shall ensure that the same has been paid by the owner
of the property.
13) The Client agrees to ensure that the technical and security staff of the
warehouse shall cooperate with NBHC in all manners and not create or
cause to create any sort of hindrance or impediment to the operations
or functioning of any staff of NBHC or the Client as the case may be.
16) The Client shall comply or shall ensure at his costs compliance of all
applicable laws, rules and regulations relating to the title of the
property or any regulations relating to the construction of the building
and shall indemnify the NBHC against any adverse consequence
arising out of non-compliance.
18.2 Till the client needs services for the said commodities/ material
post release of the pledge marking, and/or
Whichever is later.
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19) NBHC may be entitled to receive some fees from the Client for
rendering certain services to the Client in relation to this contract, as
mutually agreed between NBHC and the Client.
21) Upon the termination of this agreement for any reason whatsoever, the
Client shall forthwith make full and immediate payment of all sums
that may be due to NBHC as well as the lending Bank as may be
applicable under the terms of this agreement.
22) NBHC hereby agrees to indemnify the Client and keep the Client
indemnified and saved harmless at all times in respect of any loss,
damages, claims, costs, charges and expenses which the Client may
incur arising directly as a result of gross negligence, default or
omission on the part of NBHC, its officers, employees or agents or any
party in performing the Services in the manner provided for in this
Agreement, however the liability of NBHC will be limited to the total
amount received as service charges from the Client. Both parties
exempt each other from indirect and consequential losses/damages.
Client agrees that this will not in any way reduce his liability to pay the
loan taken from the Bank with interest.
23) Client undertakes to indemnify and keep NBHC its Directors, officers
and representatives indemnified at all times against all losses, costs,
charges, expenses, claims and damages incurred/suffered by NBHC as
a result of lapse, act or omission, negligence, non compliance /
violation of any statutory enactment , applicable rules/regulations, etc.
or any of them, including but not limited to matters pertaining to
licenses for storing essential commodities as may be notified from time
to time on the part of Client in respect of commodities stored / to be
stored in the location/s as mentioned in Annexure A in this agreement.
The Client further keeps NBHC, its Directors, officers and
representatives indemnified and harmless at all times for any costs,
charges, expenses, damages, losses incurred/suffered by NBHC, its
Directors, officers and representatives from any claim, action, suit or
such other civil and or criminal proceedings that may be instituted by
the owner of the said warehouse or person claiming under hi
24) The Client shall ensure compliance with all statutory / Government
regulations such as to obtain approvals, permissions, sanctions,
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Licenses, customs, taxes, labour etc. as may be applicable for the
purpose of carrying out all the provisions contained in this agreement.
The Client shall also be responsible for obtaining appropriate
permission for the Warehouse for storing the Commodities/ material as
contemplated in this Agreement, the compliance of any statutory
requirements of either State / Central / Municipal Authorities where the
Pledged commodities/material are to be stored and to be managed by
NBHC. Any charges, dues payable by the Client to the Warehouse
owner shall be paid and borne by the Client and the Client shall ensure
that the Warehouse and the Pledged commodities/ material are free
from any encumbrance or charge or lien or claim whatsoever.
25) Neither party to this agreement shall be responsible to the other party
for any delay in performance or non-performance due to Force
Majeure, but the defaulting party shall promptly, upon the occurrence
of any such event inform the other party in writing, stating the cause
that has delayed or prevented its performance hereunder and
thereafter the defaulting party shall take all action within its power to
comply with the terms of this agreement as fully and promptly as
possible.
26) Both the parties agree that the failure of either party at any time to
enforce any of the provisions of this agreement or to exercise any right
under this agreement shall in no way affect financing Bank’s rights to
recover the loan amount with interest pending resolution of collateral
issue in accordance with the terms of this agreement at a later stage.
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The parties shall bear respective costs of arbitration unless otherwise
directed by the arbitrator.
NBHC CLIENT
Tel 91-22-40861000
Fax 91-22-40861010
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31) The address for communication as mentioned hereinabove may be
changed by the parties at any time by prior written notice to the other
through aforementioned modes i.e RPAD and or Hand-delivery.
)
SIGNED BY Mr. __________________, )
Authorised Signatory )
for and on behalf of NATIONAL BULK )
HANDLING CORPORATION LIMITED )
in the presence of Witnesses - )
)
) S
1) Name: _____________________ )
Signature ) NBHC
)
2) Name: _____________________ )
Signature
AND
)
SIGNED BY Mr./Ms. __________________, )
Proprietor/Partners/Director/Authorized )
Signatory )
for and behalf of ________________________. )
) S
in the presence of Witnesses - )
) CLIENT
Name: _____________________________. )
)
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)
Signature: _____________________________.
Name: _____________________________.
Signature: _____________________________.
ANNEXURE – A
Location No. 1
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