THIS AGREEMENT is made and entered into at 112, Centre Road, Mattakkuliya, Colombo 15, Sri
Lanka, at the time, date and year of accepting the service by and between (TCH) – Tech Cargo Hub Pvt Ltd /
TCH Fulfillment Center Pvt Ltd and the Client.
TECH CARGO HUB PVT LTD & TCH FULFILLMENT CENTER PVT LTD, companies duly incorporated in the Democratic
Socialist Republic of Sri Lanka bearing company registration number PV120210 and having its Registered Office at
No. 112, Centre Road, Mattakkuliya, Colombo-15, & PV00335594 at 136, Francewatta Lane, Mattakkuliya, Colombo
15. The said Republic (hereinafter referred to as “TCH” which term or expression shall where the
context so requires or admits mean and include the said Tech Cargo Hub Pvt Ltd & TCH Fulfillment Center, its
successors and permitted assigns) of the One Part;
and
Client a company duly incorporated in the Democratic Socialist Republic of Sri Lanka bearing company registration
number and having its registered office as per company registrations and incorporations referred to as client
which term shall mean and include said client its successors and permitted assigns of the Other Part
TCH and Client shall be individually referred to as the “Party” and collectively referred to as the
“Parties”.
WHEREAS
A. TCH carries on the business of providing logistics, including but not limited to
warehousing, transportation, inventory management and value-added services in Sri Lanka.
B. The client carries on the business of Import, Export, Trading in wholesale, retail
Etc., in Sri Lanka.
C. The client is desirous in obtaining certain logistics and warehousing services for
its Products.
D. TCH has represented that it is capable of providing the warehouse management (as
hereinafter defined) at its TCH of No. 112, Centre Road, Mattakkuliya, Colombo-15 Sri Lanka & 136,
Francewatta Lane, Mattakkuliya, Colombo 15 (hereinafter referred to as “TCH”) to Client, in
accordance with and subject to the terms and conditions of this Agreement; and
E. The client agrees to the terms and conditions laid out herein by Tech Cargo Hub Pvt
Ltd & TCH Fulfillment Center Pvt Ltd.
NOW THIS AGREEMENT THEREFORE WITNESSETH that in consideration of the parties hereto doing
observing and performing the several terms conditions covenants stipulations and obligations contained in this
Agreement to be done observed and performed by each of them respectively the parties hereto have hereby agreed as
follows:
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1. Definitions and Interpretation
1.1 Definitions
In this Agreement, and unless the context otherwise requires, all capitalised terms are used
as defined in Schedule A.
1.2 Interpretation
Unless the context otherwise requires or specifically otherwise states:
(a) headings are inserted for convenience only and shall not affect the construction of
this Agreement.
(b) "including" and similar words do not imply any limitation.
(c) Every right, power and remedy of a Party remains unrestricted and may be exercised
without prejudice to each other at any time.
(d) words importing the singular only shall include the plural and vice versa, words
importing the masculine gender shall include the feminine gender.
(e) amounts are in Sri Lankan Rupees referred to “SLR” herein the currency the
payments will be made of (SLR) and exclude every tax and duty.
(f) any word or term cognate with a definition in this Agreement has a meaning
corresponding or construed to the definition.
(g) References to Clauses, Schedules or other identifiers are to those in this Agreement.
(h) references to a document or agreement includes it as varied, notated or replaced.
(i) The following Schedules are attached to and form part of this Agreement:
Schedule A – Definitions
Schedule B – Warehouse Management Services (WMS)
Schedule C – Charges
(j) in the event of any conflict or inconsistencies between the provisions of this
Agreement and the provisions of any Schedules attached hereto or the provisions of any documents incorporated by
reference, the provisions of this Agreement shall prevail.
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2. Warehouse Management Service
2.1 Agreement to Provide WMS
Client shall engage TCH to provide, and TCH shall provide to [client], the Warehouse
Management Services described in Schedule B subject to the terms and conditions set out in this Agreement
(hereinafter referred to as “WMS”). TCH will commence WMS on [date of commencement] which shall be
deemed to be the Effective Date of this Agreement. TCH will provide the WMS with all due care and diligence in an
efficient manner.
2.2 Engagement of other Subcontractors
In fulfilling its obligations under this Agreement, TCH shall have the right to engage other
Subcontractors to perform any or all of the WMS under this Agreement on its behalf. All costs related to such
engagement of Subcontractors to perform any or all of the WMS under this Agreement shall be borne by TCH.
2.3 Ownership and Risks of Products
2.3.1 The Products stored at TCH shall at all times remain the exclusive
property of client and shall not under any circumstances be subject to any lien in favor of TCH or its agents,
employees or contractors and TCH shall have no rights to control, dispose of, sell or otherwise deal with the
Products in any manner whatsoever provided however, in the event pending payments by the client, TCH shall have
the right of lien over the Products of client stored at TCH.
2.3.2 Title of the Products shall remain with the client during the time
period the Products are at TCH and shall only pass to its Customers on acceptance of Products by the Customers
pursuant to the terms of this Agreement.
2.3.3 All risks to the Products shall pass to TCH on acceptance on delivery
of the Products at TCH and shall pass back to the client or client’s Customers from the time of handing over
(loaded to the transporter) of the Products by TCH to the client or client’s Customers or its
representative’s.
TCH shall not be liable for any loss or damage to the products due to circumstances beyond its
reasonable control, including but not limited to acts of God, government actions, or force majeure events.
Liability shall be strictly limited to losses caused by TCH’s proven gross negligence or willful misconduct.
2.3.4 Subsequent to the expiration or early termination of this Agreement, in
the event the Products stored at [warehouse] are still in the custody of TCH and client fails to take custody of
the Products on or before expiration or early termination of this Agreement, TCH shall be deemed to be the agent
of client and shall have the right to control, dispose of, sell or otherwise deal with the Products in a manner
whatsoever keeping in line with the general laws of Sri Lanka.
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2.4 Insurance
Client shall obtain and maintain all necessary insurance covers with respect to all the
Client’s Products stored at [warehouse] or transported by TCH at any given time.
The client shall provide TCH with proof of a valid insurance policy covering stored goods
before commencing operations. TCH shall maintain insurance for warehouse infrastructure but shall not be
responsible for insuring client goods beyond reasonable care for safekeeping.
2.5 Force Majeure
2.5.1 In the event that either Party shall be wholly or partly unable to
carry out its obligations under this Agreement by reasons or causes beyond its control, including by way of
illustration Acts of God or the public enemy, storm, tempest, fire, floods, explosions, epidemics, pandemics,
insurrection, riots or other civil commotion, war, Government order which it could not be reasonably be expected
to foresee or avoid, then the performance of its obligations in so far as they are affected by such cause shall be
excused during the continuance of any inability so caused. Such cause(s) shall however as far as possible be
remedied by the affected Party with all reasonable dispatch.
Notwithstanding the above each Party shall give the other as soon as possible notice of the
occurrence or imminent occurrence of an event as indicated above and where such notice is given verbally it shall
be followed immediately in writing.
In case of force majeure, both parties shall take all reasonable steps to mitigate impacts.
The client shall remain responsible for outstanding payments up to the date of the force majeure event.
3. Representations and Warranties
3.1 Undertakings by Client
a) Client is the owner of the Products in respect of which it is to receive WMS or if not
the owner, Client has the consent of the owner to receive the WMS under this Agreement.
b) The Products do not include any valuables or dangerous products or products requiring
special handling which are not specified in Schedule B.
c) Client shall ensure at all times that the Products in respect of which it obtains WMS
are properly packed and labeled (including labeling and weights and measures) for provision of the WMS in
accordance with Applicable Laws. In the event client requests TCH to provide any of the foregoing services such as
packing, labeling, marking of weights and measures to make the Product suitable for the end user, client shall
provide TCH with all necessary information to comply with the applicable legal requirements, if any.
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d) Client shall bear any and all responsibility for inventory obsolescence of any
Products. This clause shall not apply to Products damaged due to the negligence of TCH or its Representatives.
e) Client shall from time-to-time train TCH’s personnel on any specific client
operational, compliance and business requirements at the cost for such training to be borne by client.
f) Client shall during the term of this Agreement provide all information technology
infrastructure to warehouse and training needed for TCH to effectively carry out the Logistic Services
g) Client shall provide details relating to the replacement value of Products handed over
to TCH at any given time when reasonably required by TCH in writing.
h) The client shall be solely responsible for ensuring compliance with all regulatory
requirements, including but not limited to taxation, customs, and licensing. TCH shall not be held liable for any
fines, penalties, or legal actions arising from the client’s failure to comply with regulatory requirements.
i) Client shall request from TCH in writing permission for any persons other than
authorized client personnel who may visit warehouse for activities other than collection or handling over of
Products.
j) Client shall withdraw Products from TCH storage within twenty-four (24) hours of being
notified by TCH that such Products:
(i) are materially and adversely affecting the storage of other goods in [warehouse],
or the warehouse premises/equipment and that the condition of such Products so notified are not materially
within the normal specifications thereof.
Or
(ii) are rejected by client’s Customers when delivered to them in accordance
with client’s specifications.
k) Client shall bring forward a claim in writing for a breach under this Agreement within
a period of 2 working days from the occurrence of a given breach in the provision of Services. All such claims
brought forward shall be lodged with TCH within the stipulated time frame along with sufficient proof to support
the said claim. In the event a client fails to bring forward a claim within the stipulated time frame, it shall be
deemed by the client that a breach in relation to the provision of Services by TCH never arose.
l) Client is in possession of all rights including and not limited to intellectual
property rights in relation to the Products.
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3.2 Undertakings by TCH
Throughout the term of this Agreement, TCH undertake, warrants and represents to client that
it will:
a) provide and maintain sufficient and trained personnel for the pallet in and pallet out
other activities performed as part of delivering the WMS.
b) carry out effective inventory management of the Products (including maintaining and
keeping of proper records).
c) ensure and be responsible for the safe and secure handling, storage of the Products in
[warehouse] having regard to the nature and characteristics of the Products and proper dispatch of Products to
[client] Customers. In particular, TCH shall ensure that:
(i) packaging containing the Products from being tampered with, punctured, opened, or
broken unless pursuant to the specific and express written instructions of client.
(ii) it maintains a proper and orderly system of storage whereby the Products may be
promptly and easily retrieved when so required by client for dispatch of Products to client Customers.
(iii) the Products are not adulterated, combined, or blended with any other products
or substances in any manner and deliver the Products in the same condition as they are received and not remove,
alter or in any way tamper with any of [client’s] Intellectual Property on the Products or used by
[client] under authorization on the Products.
(iv) it keeps and maintains the [warehouse] in a good and clean state of repair and
dry.
(v) take all necessary action at all times to protect and safeguard the Products
whilst at [warehouse] and to take all reasonable measures to prevent unauthorized access to [warehouse] and not
pilfer, steal or otherwise deal with any of the Products in a manner which is not contemplated under this
Agreement or which is unlawful.
(vi) not allow anyone to enter [warehouse] for the purpose of viewing [client’s]
Products, unless such person is authorized in writing by [client], and must ensure that all persons permitted
access to the Products present their [client] badges for identification purposes; and
(vii) not receive (neither is it entitled to receive) any money or payment from
[client’s] Customers whether on trust or otherwise or in respect of the Products unless otherwise
authorized by [client] in writing.
d) The Value-Added Services if any should be carried out in a separate area with access
restrictions to ensure confidentiality.
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4. Payments
4.1 Payment of Charges
During the term of this Agreement, in consideration of the Logistic Services rendered, client
shall pay to TCH the Charges specified, at the times and in the manner set out in Schedule C herein under this
Agreement.
4.2
In the event there is an increase in price/costs (whether of materials, labour,
transportation, or prelims) due to any situation which is beyond the control of TCH, rates shall be revised
accordingly by TCH duly notifying clients of such increase in price/cost. The client shall not unfairly reject
such revision.
All payments shall be settled within 14 days of invoice issuance. In case of non-payment
beyond 30 days, TCH reserves the right to suspend services and withhold goods until dues are cleared.
5. Safety and Security
5.1 TCH hereby acknowledges and undertakes that throughout the term of this
Agreement, it shall take all measures as are necessary or desirable to affect the safe handling, storage and use
of the Products including but not limited to operating its own safety inspections, procedures, controls and other
safety related activities competently and with due diligence having regard to the said information provided.
5.2 TCH agrees to allow client and its representative’s full access to
[warehouse] to allow client to conduct inspection of the TCH facilities and the relevant documents pursuant to
this Agreement.
6. Indemnities and Limitation of Liability
6.1 Indemnity
Each Party will indemnify and hold the other Party free and clear from and against any and all
claims, demands, losses, liabilities, fines, penalties, damages, actions, and expenses (including, but not limited
to, reasonable attorneys' fees and costs of suit) incurred by the other Party resulting from: (i) any act or
omission of either Party and its Affiliates, employees, agents, subcontractors, or anyone directly or indirectly
employed or retained by each Party or its Affiliates in the performance of this Agreement; (ii) either
Party’s or its Affiliates’ breach of any representation, warranty, obligation, or covenant in this
Agreement; and/or (iii) all issues related to the employment of or the actual or alleged employment of persons who
perform Services under this Agreement. Without prejudice to the foregoing, client will not be liable and/or be
liable to indemnify TCH for any or all employment or labour related claims, demands, losses, liabilities, fines,
penalties, damages, actions, and expenses which are not directly or indirectly attributable to client’s
gross negligence, willful default or fraudulent misconduct.
The client agrees to indemnify, defend, and hold harmless TCH, its officers, employees, and
subcontractors against any claims, liabilities, or damages arising from the client’s business operations,
including third-party claims and regulatory non-compliance.
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6.2 Limitation of Liability
(a) Notwithstanding any provision of this Agreement, neither Party shall in any
circumstances whatsoever be liable for any loss of profits, special, indirect, or consequential damages or losses
of any kind suffered by the other Party, by reason of any matter relating to this Agreement.
(b) Client hereby expressly declares and agree to limit any liability, damages or claim of
whatsoever nature, whether statutory, contractual or at common law, or at tort, arising from, relating to and/or
in connection with this Agreement due or owing by TCH, the service fee paid to TCH for a period of three months
immediately preceding the date on which the liability arose.
(c) In the case of loss or damage to Goods for which TCH is not liable, client shall be
responsible for all charges incurred in removing and disposing of such Goods, including any environmental clean-up
and remediation costs related to such Goods and their removal and disposal.
6.3 Limited Warranty
(a) TCH shall not be liable for any loss or damage to the Goods tendered, stored, or
handled, however caused, unless such loss or damage resulted from the failure by TCH to exercise care with regard
to the Goods that a reasonably careful warehouseman would have exercised under the same circumstances. TCH is not
liable for damages which could not have been avoided by the exercise of such reasonable care.
(b) TCH shall not be liable for loss of Goods due to inventory shortage or unexplained or
mysterious disappearance of Goods, unless client establishes such loss occurred because of TCH’s failure to
exercise reasonable care. Any presumption of conversion under applicable law shall not apply to a loss with
respect to any Goods, and a claim for conversion must be established through affirmative evidence that TCH
converted the Goods to its own use. Client shall permit TCH to inspect any damaged Goods for which a claim is
submitted hereunder.
7. Term of this Agreement
7.1 This Agreement shall be valid from the period the client contracts
TCH’s services unless terminated earlier in accordance with this Agreement.
7.2 Notwithstanding Clause 7.1 either Party may terminate this Agreement by
giving to the other Party thirty (30) days written notice thereof (such termination to take effect on the expiry
of the notice period).
7.3 Notwithstanding anything contained herein, either Party may terminate
this Agreement forthwith in writing in the event the other Party:
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(i) if the other Party enters liquidation whether compulsory or voluntary (other than for
the purpose of amalgamation or reconstruction) or compounds with or enters into a scheme of arrangement for the
benefit of its creditors or has a receiver appointed of all or any part of its assets or takes or suffers any
similar action in consequence of debt; or
(ii) if the other Party cease substantially to carry on its trade or shall threaten to
cease substantially to carry on its trade or loses its licenses to operate the WMS contracted for in this
Agreement.
7.4 Termination of this Agreement pursuant to the provisions of this clause
shall be without prejudice to the accrued rights and liabilities of either Party.
7.5 On the termination of this Agreement howsoever occasioned or the
non-renewal of this Agreement, no compensation and/or damages whatsoever shall be payable by either Party to the
other Party or any of the employees of the other Party.
7.7 On expiration and/or termination of this Agreement if Products are not
cleared by client on or before the date of expiration and/or termination of this Agreement. Under Clause 2.3.4 TCH
shall automatically become the agent of client and TCH shall have the right to control, dispose of, sell or
otherwise deal with the Products in a manner whatsoever keeping in line with the general laws of Sri Lanka.
7.7.1 TCH shall at their option have the right of taking the following steps
as the agent of client.
1. TCH shall sell the Products at its discretion as deemed fit.
2. TCH shall destroy and/or dispose the Products in accordance with the general laws of
Sri Lanka
If products are not collected within 15 days of termination, TCH shall have the right to sell,
dispose of, or auction them to recover outstanding fees, with prior notice to the client
7.8 All such charges/cost incurred by TCH for the right to control, dispose
of, sell or otherwise deal with the Products shall be billed to the client.
8. Confidentiality and Non-Solicitation
8.1 Confidentiality
Neither Party shall (and shall ensure its Representatives) not at any time use, other than
solely for the purpose of fulfilling its obligations under this Agreement, or disclose to any Person, any
confidential or proprietary information, intellectual property (including trade secrets) or confidential facts
relating to the business and affairs of the other Party ("Confidential Information"), provided that nothing in
this Clause 8.1 shall preclude a Party (hereinafter referred to as the "receiving party") from using Confidential
Information that is:
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8.1.1 generally available to the public or is in the public domain other than as a result
of disclosure by the receiving party or its employees, agents, or contractors.
8.1.2 already known by the receiving party at the time of disclosure.
8.1.3 or becomes available to the receiving party from a third party that is not, to the
knowledge of the receiving party, in breach of a confidentiality obligation to the other party.
8.1.4 disclosure of such is required to be made by law or to a court or arbitrator that is
determining the rights of the parties under this Agreement or to comply with any requirement of a relevant stock
exchange and then only to the extent that the Confidential Information is required to be so disclosed.
8.1.5 given to the receiving party's legal advisers provided that the receiving party
ensures that such advisers undertake not use the Confidential Information or disclose it to any other Person.
8.2 The obligations of the client and TCH set forth in this Clause 8.1 shall
survive until the termination of services.
8.3 Non-Solicitation of Employees or agents
During the term of this Agreement and for a period of one year thereafter, either Party may
not, directly or indirectly, solicit any director, officer, employee or agent of the other Party, or any agent
(including any director, officer, employee or agent of any such Subcontractor) engaged from time to time by the
relevant Party to perform any of the WMS.
9. Settlement of Disputes
Any doubt, difference, dispute, controversy or claim arising from out of or in connection with
this Agreement or on the interpretation thereof or on the rights, duties, obligations or liabilities of any
parties hereto or on the operation, breach, termination or invalidity thereof shall be first discussed and settled
amongst the parties hereto in the spirit of co-operation and in the event such doubt, dispute, difference,
controversy or claim remains unresolved for a period of fourteen (14) days after either party giving written
notice of same to the other party, Any dispute arising out of this Agreement shall be referred to a sole
arbitrator appointed by the parties jointly. The proceedings shall be as per the Arbitration & Conciliation
Act, and any amendments thereto. The place of arbitration shall be in Sri Lanka. The award passed by the
Arbitrator shall be final and binding on the parties. In the event settlement cannot be reached, then it shall be
settled by the Parties by submitting to the jurisdiction of the courts exercising jurisdiction in Sri Lanka.
10. Business Conduct
10.1 No Promise or Payments: In carrying out its responsibilities under this
Agreement, neither Party will (or permit its Representatives to) pay or agree to pay, directly or indirectly, any
funds or anything of value to any public or government official or official of a public international organization
(“Official”) for the purpose of influencing such Official’s
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official acts or decisions. If a Party directly or indirectly offers, pays, promises, gives or
authorizes payment of any money or anything of value to any Official for the purpose of influencing any official
act or decision of such Official in the course of carrying out this Agreement such action shall constitute a
breach.
10.2 No Gifts: Neither Party or any of its Representatives shall give to, or
receive from, any Representative of the other Party (or any of its Affiliates) any commission, fee, rebate, or any
gift or entertainment of value in connection with the services to be performed under the Agreement, or to enter
into any other business arrangement with any Representative of the other Party (or any of its Affiliates) without
the prior consent of that Party.
11. Generals
11.2 Successors and Assigns: This Agreement shall be binding upon and for the
benefit of the Parties and their respective successors and permitted assigns.
11.3 Amendment: This Agreement shall not be modified or amended except by
written instrument signed by the Parties or their successors or permitted assigns.
11.4 Notices
11.4.1 Both Parties shall have designated contact persons as set out in
Clause 11.4.3 for questions regarding the current operations and any possible queries. This information will be
exchanged among the Parties in writing. Each Party shall have the right to request that a given instruction or
information be confirmed in writing by those designated persons.
11.4.2 Any notice or other communication required or permitted to be given
under this Agreement shall be in writing addressed to the designated contact persons and shall be given by email,
by hand delivery or by prepaid registered post. Any notice or other communication shall be deemed to have been
received (a) upon delivery, if delivered by hand (b) within five (5) days of posting if sent by registered post or
(a) on the same day if transmitted by email during working hours or the next day if emailed outside working hours
to the TCH or [client] address (as the case may be) as set out in Clause 11.4.3 to an individual at that address
having apparent authority to accept deliveries on behalf of the addressee designated. Notice of change of address
shall also be governed by this sub-Clause.
11.5 Invalidity of Provisions: Each provision of this Agreement is distinct
and severable and a declaration of invalidity or unenforceability of any provision by a court of competent
jurisdiction shall not affect the validity or enforceability of any other provision in the Agreement.
11.6 Entire Agreement: This Agreement together with the Schedules and other
attachments referred therein constitute the entire agreement between the Parties pertaining to the subject matter
of this Agreement. There are no warranties, representations, or agreements between
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the Parties in connection with the subject matter of this Agreement except as specifically set
forth or referred to in this Agreement.
11.7 Waiver: The rights and remedies mention in this Agreement shall not
preclude either Party from any other rights or remedies that either [client] or TCH might have either in law or
equity. No waiver of any provision of this Agreement shall constitute a waiver of any other provision nor shall
any waiver of any provision of this Agreement constitute a continuing waiver unless otherwise expressly provided.
11.8 Relationships: Nothing in this Agreement creates or evidences any
partnership, joint venture, agency, trust, or employer/employee relationship between any of the Parties unless
specifically otherwise provided.
11.9 Authorizations: Each Party assures the other Party that it has the legal
capacity and authorizations required to create this Agreement. Each Party will ensure that it has or will obtain
every necessary authorization to perform this Agreement.
11.10 Co-operation: Each Party will require its representatives and visitors
to co-operate with the other’s representatives, and to comply with the other’s reasonable operational,
security and documentation requirements, during access to any property of the other.
11.11 Costs: Each Party is responsible for its own costs for execution,
preparation, and reputation of this Agreement.
IN WITNESS WHEREOF, the said TCH Private Limited and the said client have placed their
respective consent to this agreement. This agreement does not require an authorized signature and is deemed valid
once services are contracted.
Additional Safeguards
The client warrants that all goods stored at TCH do not include illegal substances, including
but not limited to drugs, arms, counterfeit goods, or unregulated cash. The client shall indemnify TCH against any
legal consequences arising from the storage of such items.
TCH shall not be responsible for any legal, tax, or customs violations related to the method
of importation of goods stored in its facility, including undervaluation, misdeclaration, or unpaid duties. The
client assumes full responsibility for ensuring that all stored goods have been legally imported.
The client shall ensure that all products stored at TCH comply with Sri Lankan safety, health,
and environmental regulations. The client shall be solely responsible for any claims or damages arising from
non-compliance.
The client shall not store counterfeit, pirated, or misbranded goods at TCH. If any such goods
are found, TCH reserves the right to report the matter to relevant authorities.
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SCHEDULE A
DEFINITIONS
"Affiliate" means, in relation to a Party, any Person which is
controlled by or controls or is subject to common control with the relevant Party, and for these purposes
"control" means the ability to control the exercise of a majority of votes at a meeting of the directors,
shareholders or partners of a Person or the appointment of a majority of directors or the managing partner of a
Person.
"Agreement" means this Agreement and all the Schedules attached to
this Agreement, in each case as they may be amended, supplemented, or replaced from time to time.
"Applicable Law" means common laws and laws made by parliament
(including amendments, re-enactments, or replacement) in Sri Lanka, which are applicable/relevant to the subject
matter in question.
"Business Day" means each day during the term of this Agreement
except Saturday, Sunday, or a day, which is a holiday.
"Charges" means the charges, costs and other amounts specified in
Schedule C.
"Effective Date" means the date specified as the Effective Date in
Clause 2.1,
"Equipment" means any trucks, trailers, other equipment,
facilities, or assets used or to be used in the provision of the WMS.
"Handling" means the activity of loading and unloading of [client]
Products to and from the vehicles.
"WMS" means the WMS described in Schedule B.
"Person" means any individual, partnership, limited partnership,
joint venture, syndicate, sole proprietorship, company or corporation with or without share capital,
unincorporated association, trust, trustee, executor, administrator or other legal personal representative,
regulatory body or agency, government or governmental agency, authority or entity however designated or
constituted.
"Products" means those products in respect of which WMS are
provided or to be provided by TCH.
"Representatives" means directors, officers, employees employed
by, and contractors, sub-contractors, consultants, and agents engaged by, a Party.
"Service Area" means the WMS specified as such in Schedule B.
"Territory" means Sri Lanka.
"Value Added Services" means services provided to [client] by TCH
from time to time, such as banding, stickering, price marking, labeling, kitting, re-packaging, Digital Marketing
etc.
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SCHEDULE B
Warehouse Management System (WMS)
1. Scope and Nature of WMS Offered.
During the term of this Agreement, TCH shall.
a) shall ensure that all Products accepted at warehouse are stored as per the storage
norms provided by client.
b) shall conduct daily cycle counts of Products stored at warehouse & reconcile any
discrepancy arising out of such a count.
c) shall arrange for all delivery orders received from client to be prepared in full and
ready for hand over to the transporter, as per the dispatch time targets specified in Schedule D
d) Shall monitor and maintain or exceed the service levels specified in Schedule D.
e) Shall maintain proper hygiene, pest control practices and good housekeeping practices
at all times throughout the warehouse.
f) Be responsible for the provision of security at the warehouse, during the term of this
Agreement.
g) TCH will provide the required IT - software, peripherals, and connectivity equipment to
access the client Inventory Systems, solely for the purpose of performing services detailed in this agreement.
h) Only the activities of Unloading, Storage and Loading will be carried out by TCH under
this agreement. Additional activities apart from the stated are not considered. If such additional activities
apart from the above are required, rates and the process for such will have to be agreed upon prior to
commencement.
i) Weight of a single receiving pallet to not exceed 1000Kgs (1 Ton)
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1.2 During the term of this Agreement, client:
a) Will be responsible for arranging transport for the delivery and dispatch of all goods
to and from the TCH warehouse. Unless otherwise required as an additional services.
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b) Should obtain all relevant approvals and clearance to store the goods at the TCH
facility.
c) Will make available to TCH complete product & order details for both incoming and
outgoing Products, with sufficient lead time to arrange for resources to execute the operation as required.
d) Will supply to TCH prior to the Effective Date, and throughout the term of this
Agreement up-to-date and complete data of all Products including specific Product storage requirements, under
which TCH is to provide the relevant services.
e) Not financially penalize TCH for any product damage while in storage at the warehouse
unless it is due to direct negligence of TCH. TCH shall be responsible for bringing any such damage to the notice
of client immediately upon identification of same.
f) Shall provide all statutory and regulatory approvals required for specific products
handled by TCH.
2. Hours of Operation
2.1 TCH shall keep warehouse open for operations from 9 am to 5 pm on
weekdays and 9 am to 1 pm on Saturday. (This excludes Mercantile Holidays)
2.2 TCH if required shall comply with a request from the client to keep the
warehouse open for operations on an ad-hoc basis at reasonable hours other than those mentioned in clause 2.1
above. TCH shall obtain prior consent of client for all requirements of additional working hours. Charges for
additional work hours shall be as per schedule C of this Agreement.
2.3 In the event where the warehouse operations are required to continue
beyond the standard working hours defined in the above operating hours, Client is to provide advance notice via
email to the TCH key accounts executive regarding the requirement. Therein, if TCH is required to work outside the
standard operating hours, applicable charges are defined below,
OT Type
Rate
Normal OT
LKR 2,500/- per hour (for a minimum of 3 hour)
Double OT (Sunday, Poya days and any other mercantile holidays)
LKR 3,500/- per hour (for a minimum of 4 hours)
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3. Insurance
Client must ensure all inventory items to be stored in the TCH warehouse, as well as
in-transit coverage, comprehensively. TCH will obtain all necessary and appropriate insurance for the warehousing
facility.
4. Operational assumptions
No.
Operational Assumption
By TCH
By Client
Mutually Agreed
Not Included
1
Material Handling Equipment, Racking System, PPEs for warehouse operation and warehouse management system
will be provided
X
2
Water and electricity will be provided
X
3
Loading & Unloading will be done
X
4
Warehouse & 24h Perimeter Security will be provided
X
5
Warehouse Housekeeping
X
6
All the stationeries and other consumables for warehouse operation
X
7
Cargo Insurance and Goods in transit Insurance
X
8
Negligence Insurance Coverage
X
4.1 Space Calculation Assumptions
4.2 Calculation of the shortfall or reduction/decrease in the quantities/volume in stock
4.3 Volume Assumptions
4.4 Inbound Volume Assumptions
4.5 Other General Assumptions
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SCHEDULE C
CHARGES
1. Charges
TCH will charge Client based on the following rates,
Component
Basis
Rate
Remarks
STORAGE
Per Cbm
LKR 150/- Per Day (Min 15 Days / 10 Cbm's)
For Stackable Goods IC – Inventory Control.
1.1 Charges revision
2. Government Tax
3. Invoicing
TCH shall invoice Client on a monthly billing cycle. The storage cost will vary based on the
Goods held in the warehouse during the day. Accordingly, the storage charge will be a summation of stock held at
the beginning of day (opening balance) and stocks received within/during the day. The fixed invoices will be
invoiced at the beginning of the month and any variable charges will be invoiced at the end of the month. All
rates and charges stated in this agreement are subject to applicable government taxes including SSCL, VAT etc.
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4. Payment
a. TCH shall invoice the Company monthly on an arrears basis and send the invoice on or
before the 05th day of the following month. Client shall settle the invoices upon receipt of invoices. Any dispute
shall be brought in writing to the notice of the management of TCH, within a period of two (02) days. In the event
an invoice is disputed, client shall pay the undisputed amount as stated herein and the disputed amount shall be
payable within two (2) days of the resolution of the dispute.
b) The relevant payments are requested to be made to the following bank details as bank
transfers.
Account Name: Tech Cargo Hub Pvt Ltd
Account Number: 1230046485
Bank Name: Commercial Bank of Ceylon Plc
Branch Name: Nawala
Bank Code: 7056
Swift Code: CCEYLKLX
Currency: LKR
Note**
The above Terms & Conditions may be amended from time to time at the discretion of TCH Management, in
accordance with the prevailing regulations and market conditions in Sri Lanka.
