Terms And Conditions

CUSTOMER SERVICES TERMS AND CONDITIONS

1) AGREEMENT AND ACCEPTANCE

a) As used in these Terms and Conditions,

i) “Agreement” shall mean these terms and conditions, which shall apply and govern the purchase of Services by the Customer from GoEx as amended by any other separate written agreement entered into between the Customer and GoEx including Orders, whether or not they are specifically referenced in or incorporated by the forms exchanged by and between the Customer and GoEx;

ii) “Customer” means the entity or person availing the Services as identified on the Order or separate written agreement(s);

iii) “GoEx” means GoEx Logistics Private Limited having its registered office at 205, Sabari Complex, Second Floor, Building No. 1, Survey No 387, Kachigam, Daman-396210, Daman and Diu, India, which is the provider of the Services;

iv) “Services” means the logistics, transportation, carriage and related services provided by GoEx, through its dedicated telephone number, website and its software, either by itself or through its Channel Partners, as an independent service provider on a non-exclusive basis to the Customer and / or its nominated representatives;

v) “Channel Partner” means a person/entity registered with GoEx for the purpose of providing logistics, transportation and other incidental and ancillary services to GoEx;

vi) “Vehicle” means the vehicle used by GoEx for provision of Services pursuant to an Order placed by a Customer; and

vii) “Order” means a purchase order for availing the Services placed by the Customer with GoEx through GoEx’s designated telephone number, website or software, as the case may be.

b) The provision of the Services by GoEx to the Customer is subject to the Agreement. Without limiting the foregoing, GoEx shall be under no obligation to provide any services that GoEx has not expressly agreed to provide under the Agreement in writing.

c) GoEx objects to terms and conditions that are additional to or different from those contained in the Agreement, and no additional or different term will be part of the Agreement unless expressly made so in writing signed by an authorized representative of GoEx.

d) The Customer will be deemed to have accepted the Agreement if the Customer or its representative:

i) places an Order, assents to the Agreement in writing or clicks an “accept” or similar button on GoEx’s website or software; or

ii) accepts any part of the Services; or

iii) makes any portion of the payment for the Services; or

iv) takes any other action evidencing the Customer’s acceptance of the benefits of any part of the Agreement.

2) SCOPE AND MANNER OF PROVISION OF SERVICES

GoEx shall provide the Services to the Customer in accordance with the Agreement.

a) Placement of Order:

i) The Customer shall post its load requirements on GoEx’s website or software through authorised and registered users only.

ii) In case of any discrepancy or inconsistency between an Order placed and acknowledgement message received for the Order, the Customer must inform GoEx immediately. The responsibility for accuracy of the Order placed shall be on the Customer. It is clarified that the receipt by the Customer of an acknowledgment message shall not be construed as an acceptance of the Order.

b) Processing of Order:

i) On receipt of an Order, GoEx shall on a best efforts basis process the Order and arrange for a suitable Vehicle for provision of the Services. Nothing shall be construed to mean that GoEx has accepted the Order for provision of the Services.

ii) GoEx’s system will check the availability of transport vehicles within the nearest transport center and will notify the concerned Channel Partners to make online bids within a pre-defined time schedule. Based on the online bids of the Channel Partners, the system will rank the bids and provide online information to enable concerned Channel Partners to change the bid and quote competitively. At the request of the Customer, GoEx may consider processing their order off-line on a best efforts basis and not through the on-line portal.

c) Offer for Acceptance of Order:

i) At the end of the bidding process, the system, after adding GoEx’s margin and subject to any discounts or promotions, will offer the best rate to the Customer who/which then has the option either to accept the offer or reject the same.

ii) The Customer may choose to make a counter-offer to GoEx which shall on best efforts basis approach the Channel Partners with the counter offer, which if accepted by a Channel Partner, will be communicated to the Customer along with the information and delivery details including delivery charges (subject to any applicable discounts, promotions etc.).

d) Loading at Customer premises:

i) The Customer shall be responsible for loading the consignment into the Vehicle and defray all such charges of its own account. GoEx shall be responsible for transporting the consignment and delivering the same to the consignee in accordance with the details provided by the Customer on the Order and/or invoice and /or delivery challan and /or Order and /or the goods consignment note etc..

e) Detention Charges:

i) The Customer shall compensate GoEx for detention of the Vehicle in accordance with the applicable detention charge rates under GoEx’s policies. The Customer shall be given a grace period of 4 (four) hours from time of the Vehicle reporting to the Customer to load the consignment into the Vehicle at the loading point and any delay at the loading point beyond the said grace period shall be subject to detention charges as per GoEx’s policies. The Customer expressly agrees to bear and reimburse to GoEx all such detention charges for the delay at the loading point.

ii) Similarly, a grace period of four (4) hours from the time of the Vehicle reporting to the consignee shall be given at the unloading point to unload the consignment from the Vehicle. Any delay beyond the said grace period shall be subject to detention charges as per GoEx’s policies. The Customer expressly agrees to bear and reimburse to GoEx all such detention charges for the delay at the unloading point. In case it is observed that there is regular delay beyond the grace period of 4 (four) hours at either the loading point or any specific unloading point, GoEx will charge the Customer an inconvenience fee of Rs. 250 (Rupees two hundred fifty only) per Vehicle to which the Customer hereby agrees. GoEx may consider refunding these inconvenience fees at its sole discretion.

f) Full Truck Load:

i) GoEx understands and agrees that the Services rendered shall be on a ‘full truck load basis’ and GoEx shall not be entitled to share the unutilized or vacant space in the Vehicle or sell the said space to a third party and load such third party’s goods.

ii) Any trans-shipment /adjustment / third party goods’ loading by GoEx shall require a prior written consent of the Customer.

g) Delivery to Consignee:

i) It is agreed between GoEx and the Customer that the signing of a goods handover note by the consignee or his/her/its representative shall constitute delivery of the goods to the consignee for all purposes. In the event the consignee refuses to take delivery or the consignee cannot be located by GoEx, the Customer will receive a text message (SMS) or a phone call (“Non-acceptance Message”) from GoEx.

ii) On receipt of Non-acceptance Message it shall be the Customer’s responsibility to take the re-delivery of the goods from GoEx at the destination location or the Customer’s location or any location advised in writing to GoEx on payment of the additional cost of transportation that shall be determined as per the standard rates and policies of GoEx. In the event the Customer refuses to pay the cost of re-transportation of the goods or re-delivery of the goods for which a Non-acceptance Message has been sent to the Customer, the Customer hereby authorizes GoEx to hold the goods in lieu of its claim of re-transportation of the goods and subject to payment of the said amount release the goods in the Customer’s favour or dispose of the goods in accordance with applicable laws. In the event the Customer fails to act in the matter and take re-delivery of the goods from GoEx as per GoEx’s policies, the Customer hereby expressly waives all its claims to the goods under Non-acceptance Message and declares that GoEx under no circumstance shall be liable for any loss or damage caused or suffered, to the goods whether directly or indirectly.

iii) GoEx’s responsibility for the Services shall be deemed fulfilled upon delivery of the goods ordered to the address of the consignee communicated on its delivery documents such as Invoice, delivery challan, Order and goods consignment note etc. GoEx undertakes no obligations to ensure that the goods are in conformity with declaration of the goods in the Order and other applicable documents. It is the responsibility of the Customer to ensure that the goods loaded on the Vehicle and the supporting documents of the consignment are in conformity with each other and shall be fully liable to bear and pay for any penalties, fines etc. that may be levied in case a discrepancy is noticed by any of the regulatory authorities and indemnify GoEx for any loss or damage caused in this regard.

h) Transit Loss or Damages:

i) Subject to the terms and conditions of the Agreement, if during the transit, the consignment is lost or damaged, GoEx will not be liable for the loss or damage to the consignment unless the same is solely attributable to GoEx. If the goods are lost or damaged in transit, GoEx will inform the Customer about the loss or damage along with the location of the Vehicle and the Customer will send its representative to assess the damages, before the consignment is delivered to the consignee. Subject to the facts and circumstances of the case, GoEx will assist the Customer to prefer a claim on the insurance company for the loss or damages to the consignment.

ii) In case the goods are carried by GoEx on carriers risk, GoEx shall arrange to prefer an insurance claim with the help and assistance of the Customer to meet the documentation related requirements of the insurance company and shall on receipt of the amount of claim arrange to remit the same to the Customer or credit the amount so received to the account of the Customer in full discharge of its liability. Any damage or loss prior or subsequent to the provisions of the Services shall be the sole responsibility and liability of the Customer to the complete exclusion of GoEx.

i) Dangerous or Hazardous goods :

i) GoEx shall be entitled to refuse to provide any Services in respect of any goods, including those as may be specified under applicable laws to be dangerous or hazardous, which are in its sole and absolute discretion dangerous or hazardous to human life.

ii) The transportation, distribution, and allied services for the consignment being offered as a part of the Services, shall be classified, by its nature as general transportation, distribution and allied service and shall not be consider as specialized transportation or distribution of hazardous substances, residues, left over, voluminous objects or heavy objects, or any other substance or merchandise, that the Customer acknowledges as requiring special permits from governmental authorities.

j) Packing and Sealing of Goods:

i) Notwithstanding anything contained contrary to the Agreement, the Customer agrees that the consignment may be delivered to GoEx in closed boxes with security seals posted by the Customer and therefore GoEx will not be able to inspect the exact nature of the consignment and will not undertake any revision during the performance of the Services of the consignment enclosed in the boxes, the Customer expressly and irrevocably agrees that GoEx will not be held in any way responsible for the information and/or the contents of the boxes. In this sense, the parties agree that the description and security seal posted on the closed boxes guarantees the inviolability of such boxes. The Customer acknowledges that GoEx does not undertake any inspection of the consignment contained in the closed boxes.

ii) The goods of the Customer, for the provision of the Services, shall be accepted only upon the Customer’s declaration of the type and value of the consignment (‘said to contain’ basis) and the Customer acknowledges, agrees and expressly covenants that GoEx has no responsibility whatsoever as to the correctness of description, type or value thereof. The Customer agrees to indemnify GoEx including its directors, employees, contractors, representatives and agents and hold all of them harmless from any claims that may be brought against any of them arising out of or relating to such declaration provided by the Customer and any costs incurred by any of them in relation thereto.

k) Other services:

i) GoEx will also provide a real time tracking system for tracking the location of the consignment and the transport vehicle. GoEx does not in any way guarantee uninterrupted provision of the real time tracking system due to circumstances not within its control including drop in signal of the telecom service provider or any failure on the part of the telecom service provider to provide uninterrupted service to GoEx or to its nominated service partners.

ii) The Customer may also make use of GoEx’s Click2Call facility for customer support and guidance; or GoEx’s emergency helpline, as listed on the website and software, in case of any emergencies.

3) CO-OPERATION AND OBLIGATIONS OF THE CUSTOMER

a) The Customer acknowledges that GoEx’s ability to provide the Services as contemplated in the Agreement is subject to any assumptions specified herein, and depends upon the proper fulfillment by the Customer of the Customer’s obligations under the Agreement.

b) Responsibility for Documentation:

i) The Customer undertakes that the details set out in the Order, goods consignment note, invoice, delivery challan and other related documents are true, correct and accurate in all respects and no material fact is suppressed or omitted.

ii) Any mismatch in the description of the goods as set out in the Order, goods consignment note, invoice, delivery challan and such other related documents and the goods shall be the Customer’s responsibility and the Customer undertakes to indemnify GoEx from any loss or damage due to such discrepancy. In the event any delivery of goods is delayed or is returned on account of such a mismatch or any such discrepancy in the description of the goods as set out in the order, any additional costs incurred by GoEx for re-delivery of the goods shall be borne and paid by the Customer alone.

iii) On completion of loading, the Customer shall, upload the consignment information and as mentioned in invoice or delivery challan to facilitate generation of on-Line goods consignment note. The Customer shall take print out of complete set of on line generated goods consignment note and promptly hand over to the driver of the Vehicle all the necessary documents way-bills, check-post related forms / approvals, invoice, delivery challans, if any, and take acknowledgement from the driver for the same.

c) Special Requirements: GoEx acknowledges that consignments generally require normal and moderate care appropriate to their nature during the performance of the Services. The Customer shall notify in writing to GoEx any specification of care, remedies and special precautions required with respect to the consignment. GoEx shall in no circumstances be held responsible for any loss, injury, harm or damage to the consignment, if the Customer fails to notify GoEx of such aforesaid specifications.

d) Safety of Goods and Vehicles:

i) The Customer shall ensure that at the time of handover of goods and at the place of delivery of the goods, adequate arrangements, including access where necessary, are in place for the safe loading and unloading of the goods. GoEx shall not be held liable for any damage, cost or expense incurred to such goods or premises where it arises as a result of a failure on the Customer’s part to provide adequate access/ address or any other instructions or arrangements for handover of goods by the Customer and delivery of the goods by the consignee.

ii) While availing the Services of GoEx, the Customer as well as its agents or representatives shall not:

(1) soil or damage or damage the body and/or any other interiors or equipment and devices of the Vehicle;

(2) ask GoEx or the drivers of the Vehicles to break any Traffic/RTO/police and/or government laws for any purpose; or

(3) pressurize GoEx to overload truck with the consignment over the allowed limit or capacity of the Vehicle.

iii) The Customer represents, warrants and covenants to GoEx that:

(1) it is the owner and/or has the legal right of possession of the goods and the transportation of goods in respect of which the Services of GoEx have been procured; and

(2) it shall take full caution and care while making an Order for the Services on GoEx’s website or GoEx’s software and further represents and warrants that the details provided therein are true, complete and accurate in all aspects.

e) GoEx provided smartphone:

i) The Customer may/shall [CL1] be required to procure a customized smartphone from GoEx, on a rental basis, for enabling and assisting GoEx in the provision of Services effectively (“Smartphone”). On procurement of such Smartphone, the Customer shall be required to deposit with GoEx, a refundable interest free security deposit of INR 6000/- (Indian Rupees Six Thousand only). Where the Customer does not use the Smartphone for procuring the Services from GoEx for at least once in a calendar month, the Customer shall be liable to pay to GoEx, a telecom charge of INR 300/- (Indian Rupees Three Hundred only) for such month.

ii) The Customer shall retain the Smartphone in its possession and for its exclusive use and keep the same in good condition. GoEx shall be entitled to deduct from the security deposit, any dues in respect of the Smartphone and/or the costs of repairing the Smartphone in the event the Smartphone is damaged or is used in an improper manner by the Customer. In case the phone is beyond repair due to damages caused by the Customer or its representative, GoEx shall deduct from the refundable security deposit a sum of Rs. 3000/- (Indian Rupees Three Thousand only) and refund the balance amount due to the Customer. GoEx shall provide to the Customer a replacement phone against a fresh refundable interest free security deposit of INR 6000/- (Indian Rupees Six Thousand only).

iii) The Customer shall not permit any third party to perform any maintenance services on the Smartphone or effect modification or enhancement or software/engineering changes to the Smartphone without the prior written consent of GoEx.

iv) The Customer shall not (i) sell, assign, transfer, lease or otherwise cause or allow or attempt to cause or allow, any dealings with the Smartphone or any encumbrance on the Smartphone to be created; (ii) remove, conceal or alter any markings, tags or plates attached to the Smartphone or part of it; or (iii) disallow GoEx’s right to access, repossess or dispose of the Smartphone pursuant to the Agreement.

v) GoEx may seek enhancement of the Smartphone for provision of additional services. The Customer shall allow GoEx or GoEx’s agent to undertake such enhancements and facilitate and provide such services. The Customer shall permit the authorized representatives of GoEx or GoEx’s authorized agent to carry out physical inspections of the Smartphone (or possession of the Smartphone, in case of termination of the Agreement), with or without prior notice.

vi) The Customer acknowledges and agrees that the Smartphone shall be and remain, at all times, the sole and exclusive property of GoEx. The Customer shall not decompile/disassemble, or create or attempt to create or reconstruct, by reverse engineering or otherwise any aspect of the Smartphone.

vii) The Customer shall promptly notify GoEx of any unauthorized use of the Smartphone of which the Customer becomes aware. In the event of any unauthorized use by any user, the Customer shall immediately terminate and prevent further occurrences of such unauthorized use.

viii) The Customer shall fully indemnify GoEx against any loss, damage or costs resulting from any negligence, or misuse of the Smartphone, damage to the Smartphone (including theft), resulting from the Customer’s acts or omissions.

ix) GoEx does not give any warranties, either express or implied, whether of merchantability or fitness for any particular use or otherwise, in respect of the Smartphone.

f) Local Levies and Taxes: In addition to the charges/expenses agreed to between GoEx and the Customer, the Customer shall be responsible to pay all octroi, value added tax, excise, sales tax , goods and service tax (as applicable) and any other taxes, levies or duties, which may be imposed or charged in connection with the Services provided under the Agreement.

g) Failure to Comply with Responsibilities: In the event the Customer fails to comply with any of its obligation or responsibility resulting in delay or if the same impairs the performance of the Services, GoEx will not be liable for failure to perform its corresponding responsibilities unless the Parties agree otherwise in writing. Further, to the extent of such delay or impairment, and without prejudice to GoEx’s other rights and remedies, GoEx will be entitled to additional time for performance of the Services, and to charge additional amounts in respect of incremental effort or expense incurred.

4) CHANGE ORDER

a) All requests for changes, modifications, and additions to the Services by the Customer under the Agreement require a written change order (“Change Order”). The Customer may initiate a Change Order by submitting a written request for a Change Order to GoEx along with an explanation of reasons as to why the requested modification is desirable or necessary.

b) If there is any Change Order request from the Customer then GoEx assumes that the Customer will intimate GoEx well before time so that such intimation allows GoEx to estimate effort and costs to modify the provisioning of the Services, if possible.

c) All Change Orders must contain: (i) description of any additional work to be performed and/or changes to the performance required of either party; (ii) a statement of the impact of the work or changes on the Services, time schedule, resource allocation and availability, costs, expenses or other requirements; (iii) description of any consequent changes to the Services.

d) On submission of a Change Order, GoEx shall notify the Customer of terms and conditions of acceptance, if accepted or shall communicate its rejection of such Change Order.

5) FEES/SERVICE CHARGES

a) GoEx will provide its Services as per the fees and charges intimated to the Customer by GoEx. In consideration of the Services, the Customer shall pay such fees and charges including detention, inconvenience charges, cancellation charges, insurance coverage expenses and other reimbursable expenses as specified in the invoice immediately but not later than 7 (seven) days from the date of the invoice or delivery of goods to the consignee, whichever is earlier or as per terms of credit agreed in writing.

b) Although GoEx believes that the total estimate of fees will be an accurate estimate, however the Customer acknowledges that actual fees and expenses may vary.

c) GoEx endeavours to ensure that prices of various Services on its website and software are correct and up-to-date. Notwithstanding the foregoing, the Customer acknowledges and agrees that prices for certain Services may not be current or may be inaccurate on account of technical issues, typographical errors or incorrect information provided to GoEx. In each such case, notwithstanding anything to the contrary, GoEx reserves the right to cancel any order without any further liability or compensation whatsoever to be paid to the Customer.

d) The Customer, shall make all payments on receipt of GoEx’s invoice and any overdue amounts shall accrue interest from the relevant due date until the date that payment is received at the rate of two (2%) per cent per month or part thereof plus any and all costs incurred in collection (including attorneys' fees or dispute resolution costs).

e) The Customer shall reimburse GoEx for all reasonable and necessary expenses incurred by GoEx for provision of Services hereunder.

f) If the Customer cancels any scheduled Services, then GoEx may charge the Customer, and the Customer shall pay GoEx the estimated fees for those Services that, but for the cancellation, GoEx would have provided. In addition, the Customer shall pay all non-recoverable expenses incurred by GoEx in anticipation of performing the scheduled Services prior to receipt of notice of cancellation from the Customer.

g) The Customer shall make all payments of fees and any other amounts due under the Agreement to GoEx subject to applicable withholding taxes under applicable laws. The Customer shall provide GoEx with official documentation and/or tax receipts on such withholdings supporting such taxes and such payments as may be required under laws to GoEx for its tax records on or before the due date as per relevant laws.

6) REFUNDS AND CANCELLATION

a) Any cancellation of an Order must be notified immediately by the Customer to GoEx by quoting the Order number or by cancelling the Order on telephone, GoEx website or GoEx’s software. If the cancellation is done before acceptance of the Order by GoEx, no cancellation fee shall apply.

b) If any part of the Services has already been commenced, the Order may not be cancelled. In case, the Customer cancels an Order after acceptance of the Order by GoEx, the Customer agrees to pay to GoEx a cancellation fee of a minimum of Rs 500 per Vehicle or such other amount as per GoEx policy, whichever is higher.

c) GoEx’s decision on refunds shall be at its sole discretion and shall be final and binding. Any refund of amounts to be made to the Customer will be made in thirty (30) days from the date of confirmation of the refund by issuing a suitable credit note and which shall be adjusted against dues from the Customer.

d) GoEx, in its sole and absolute discretion, also reserves the right to cancel any orders if:

i) it is of the opinion that the Customer in indulging in a fraudulent transaction; or

ii) it suspects that the Customer has undertaken a transaction which is not in accordance with the Agreement; or

iii) the address of pickup or delivery of goods falls outside the area of delivery/service zone of GoEx; or

iv) failure to contact the Customer by phone or email, or

v) failure to deliver an order due to lack of information, direction or authorization from the Customer, or

vi) for any reason outside the control of GoEx including causes for delivery related to logistical complications.

7) INSURANCE

a) The goods shall be carried at the risk and insurance cover of the Customer or Consignee as advised by the Customer on the consignment documents.

b) On request of the Customer, GoEx shall for transportation of goods at Carriers risk, obtain appropriate insurance coverage for the consignment at the cost and account of the Customer. The Customers represents and warrants that the details declared in the Order, goods consignment note and /or other related documents are the true and accurate in all respects. In the event the details and/or actual value of the consignment is in excess of the details and/or actual value so declared or is inaccurate from the details and/or actual value so declared, the Customer shall be responsible for the consequences of such difference/inaccuracy and the Customer shall bear that proportion of the uncovered loss/damage that the inaccurate details result into.

c) Protection against loss or damage to the consignment exceeding GoEx’s liability under the Agreement may be secured by the Customer, if desired by him/her/it, by obtaining additional insurance coverage at his/her/its own cost and consequences. The Customer may also request GoEx to secure such additional insurance coverage on its behalf and cost. If such request is accepted by GoEx, the additional cost of the insurance shall be recovered by GoEx from the Customer who will be required to advance the amount for such coverage immediately.

8) GOEX’S LIEN

a) GoEx shall have a general lien on any and on all goods and consignments delivered or deposited with GoEx by the Customer for all charges of the Services, including transportation, storage, preservation of the goods and the performance of other services as may be ordered by the Customer or as may be necessitated for and on behalf of the Customer. Such lien shall also extend to such goods for all lawful claims for money advanced, interest, insurance, labour charges and all other expenses in relation to such goods or ant part thereof; for all charges and expenses for notice and advertisement of sale and for sale of the goods where there has been a default in satisfying the Customer’s obligations under the Agreement; and for all court costs and reasonable attorney charges in collecting such charges or enforcing such lien or defending itself in the event that it is made party to any litigation concerning any goods while they are in its possession. GoEx may bring suit for delinquent charges without first foreclosing its lien.

9) REPRESENTATIONS AND WARRANTIES

a) Each party represents and warrants to other that on the day of the acceptance of these Terms and Conditions by the Customer and during the term of the Agreement:

i) It is a company duly incorporated, validly existing and is in good standing under the laws of country of its incorporation;

ii) It has all necessary power (including corporate power, if applicable) and authority to enter into the Agreement and/or to perform all the obligations to be performed by it hereunder, as the case may be;

iii) The persons signing/accepting the Agreement on behalf of such party has the authority to so sign and execute it on behalf of the party for whom he is signing so as to create binding obligations on such party, if applicable;

iv) The execution and delivery of the Agreement, and the consummation of the transactions contemplated hereby, and the fulfillment of and compliance with the terms and conditions hereof, do not (i) violate any applicable laws, judicial or administrative order, award, judgment or decree applicable to it, or (ii) conflict with the terms, conditions or provisions of its constitutive documents or any other contractual obligations or regulations; and

v) The Agreement constitutes its valid and legally binding obligation and will be enforceable against it in accordance with its terms.

b) GoEx undertakes that the Services will be performed in a professional manner, consistent with the terms of the Agreement. The Services are provided on an ‘AS IS’ basis and except for the limited representations, warranties, and covenants expressly stated herein, GoEx hereby expressly disclaims any and all warranties of any kind or nature, whether implied or statutory, including without limitation the implied warranties of title, non-infringement, merchantability and fitness for a particular purpose. GoEx does not warrant or represent regarding the use, or the results of the use, of the Services in terms of correctness, accuracy, reliability, or otherwise. The Services are not intended to be used as the sole basis for any business decision. The Customer acknowledges that it has not relied on any warranties.

c) All warranties and representations contained in the Agreement, if any, are conditional upon all applicable fees and any other charges for the Services or any other outstanding amounts having been paid to GoEx in full as and when due.

10) INDEMNIFICATION

The Customer shall indemnify, defend, and hold GoEx including its directors, employees and agents harmless from and against any liabilities, claims or demands (including the costs, expenses, dispute resolution costs and attorneys’ fees on account thereof) relating to or may result from any (i) breach by the Customer of any of its obligations, representations and warranties under the Agreement (ii) any injuries to persons or damage to property, including theft, resulting from the Customer’s acts or omissions; (iii) any claims brought against GoEx arising in whole or in part out of claims brought against the Customer.

11) TERM AND TERMINATION

a) The Agreement shall become effective from the acceptance of an Order by GoEx and shall continue in full force and effect unless sooner terminated in accordance with the Agreement.

b) The Agreement shall also terminate on the occurrence of any of the following events, whichever is earlier: (i) the goods to be transported, as part of the Services, are delivered to the address of the consignee; or (ii) the purchase order for the Services is cancelled in accordance with the provisions of the Agreement.

c) Notwithstanding anything contained in the Agreement, upon written notification to the Customer, GoEx reserves the right at its sole discretion to immediately suspend its performance, in whole or in part, under the Agreement, and/or to subsequently terminate the Agreement, or both if GoEx, in good faith, determines that:

i) the requirements of any law, regulations and/or judicial action have not been or will not be met;

ii) any new, or changes in existing laws, regulations, or regulatory or judicial action will adversely affect the ability of GoEx to perform its obligations under these presents, in its sole and absolute opinion;

iii) any product, process, or both, including, without limitation, any software, information, data, models or other material, as well as any intellectual property rights embodied in any or all of the foregoing (whether licensed to, owned by, or otherwise controlled by, GoEx) which are necessary (in the GoEx’s sole and absolute opinion) for the provision of the Services are terminated by the licensing entity; or

iv) any combination of the foregoing.

d) In the event of termination or expiry of the Agreement, as the case may be, GoEx shall cease performance of all further Services in respect of the Agreement. GoEx shall be entitled to receive from the Customer, the proportionate fees and any other amounts due until such date of termination or expiry.

12) GOVERNING LAW AND DISPUTE RESOLUTION

a) The Agreement shall be governed by the laws of India. Subject to Clause 12)b), competent courts at Mumbai, India shall have exclusive jurisdiction over any of the disputes or differences arising out of or in connection with the Agreement.

b) In the event any dispute or difference (hereinafter referred to as the “Dispute”) arises out of or in connection with the existence, interpretation or implementation of the Agreement, or out of or in connection with the breach, or alleged breach of the Agreement amongst the parties, then any of the parties may refer the Dispute for resolution by arbitration. Such arbitration shall be governed by the provisions of the Arbitration and Conciliation Act of 1996 or any statutory modification or re-enactment thereof for the time being in force. A party shall also be entitled to apply to the appropriate competent court for interlocutory or interim relief in respect of such arbitration. The arbitration shall be held at Mumbai, India. All proceedings in any such arbitration shall be conducted in English. There shall be sole arbitrator jointly appointed by the parties who shall be fluent in English. The arbitration award shall be final and binding on the parties and the parties agree to be bound thereby and to act accordingly. The award shall be enforceable in any competent court of law.

c) When any Dispute is under arbitration, except for the matters under Dispute the parties shall continue to exercise their remaining respective rights and fulfill their remaining respective obligations under the Agreement during the pendency of the arbitration proceedings.

13) LIMITATION OF LIABILITY

GoEx’s liability arising out of the Agreement or resulting from the performance or non-performance of any of its obligations hereunder shall not exceed Indian Rupees One lakh fifty thousand only. In no event will GoEx be liable for any indirect, special, incidental, or consequential damages (including, but not limited to, any lost donations, profits, savings or revenues) incurred by the other party.

14) FORCE MAJEURE

In no event will GoEx be liable for any losses or damages (regardless of their nature) for any delay or failure to perform its obligations under the Agreement due to circumstances beyond the reasonable control of GoEx, including but not limited to, applicable laws, fires, floods, tsunami, explosions, epidemics, diseases, accidents, acts of God, threat of wars, riots, strikes, lockouts, or other concerted acts of workmen, acts of Government, shortages of materials and/or industrial emergency, terrorist attacks (“Force Majeure”). If any Force Majeure event continues for a period of fifteen (15) days, then either party shall be entitled to terminate the Agreement. Nevertheless, the Customer agrees to pay GoEx an amount equivalent to the proportional part of the Services performed before the Force Majeure event(s) occurred. The parties agree that GoEx is entitled to realize extraordinary expenses to undertake the Services during a situation caused by a Force Majeure event. Such extraordinary expenses shall be reimbursed by the Customer to GoEx.

15) MISCELLANEOUS

Each party shall comply with applicable laws. The Agreement constitutes the entire agreement between the parties with respect to the subject matter of the Agreement and supersedes all prior arrangements between the parties regarding such subject matter. The Agreement is on principal to principal basis. The Agreement does not create any agency or partnership or joint venture relationship between the parties. The Customer shall not assign or transfer any of its rights and liabilities to any third party. No failure on the part of either party to exercise or delay in exercising any of its rights will be deemed a waiver thereof, nor will any single or partial exercise preclude any further or other exercise of such or any other right. The Agreement shall be altered, modified or supplemented only in writing and when duly signed by the parties. Any notices/communication to be given by a party to the other shall be sent by registered letter or email to the other party at the address/email ID last notified by such party. If any part of the Agreement is unenforceable because of any rule of law, public policy or for any other reason, such unenforceable provision shall be severed from the Agreement, and the remaining provisions of the Agreement shall remain in full force and effect. The provisions of the Agreement which by its nature survive, including Clause 5)f), Clause 8) (GoEx’s Lien), Clause 10) (Indemnification), Clause 11)d), Clause 12) (Governing Law and Dispute Resolution), Clause 13) (Limitation of Liability), Clause 14) (Force Majeure) and Clause 15) (Miscellaneous), shall survive the expiration or termination of the Agreement.