Agreement for Bailment of goods with general liabilities of Bailor and Bailee
…………………………………….[address, etc.] (herein after called the BAILOR, of the ONE PART AND ………………………………………..[bailee]
……………………………………..[address, etc.] hereinafter called the BAILEE of the OTHER PART.
WHEREBY IT IS AGREED as follows:.
1. The Bailor shall deliver to the Bailee the goods as described in the schedule below and the Bailee shall keep the said goods as bailment for the period of six months from the date hereof or for such period as may be agreed between the parties hereto upon such terms and consideration as hereinafter appearing.
2. The Bailor shall pay to the Bailee a sum of Rs........ (Rupees...........) only per month or part of a month as a consideration for such bailment and the amount shall be payable in advance by the third day of every month on which it shall become due.
3. The Bailor declares that
a. he is the owner of the goods specified in the schedule hereto and such goods are free from charges, encumbrances or claims by any person that the Bailor is entitled to make this bailment or to receive back the goods bailed or to give directions respecting them;
b. the particulars of the goods and the other information set out in the schedule to this agreement are correct in every respect;
c. the goods specified in the schedule to this agreement are in good order repair and condition as regard their fitness and merchantable quality and comply in all respects with the requirements of the law for the time being in force in regard to their possession, storage or preservation;
d. the Bailor is not aware of any faults or defects in the goods bailed which may materially interfere with the use of them or may expose the bailee to extraordinary risks.
4. In the event if any of the above representations being false (whether the falsity was known to the bailor or not) a loss to the Bailee shall be deemed to have occurred for the purpose of clause 5 of this agreement on the date upon which the goods bailed were delivered by the Bailor to the Bailee and the Bailee shall be entitled to avail himself of all or any of the remedies provided by the said clause No.5.
5. The Bailor shall on demand indemnify the Bailee against all loss or damage which the Bailee may sustain under or as a result of this bailment whether or not such loss or damage results from the commission of any breach by the Bailor and whether or not the Bailee has any legal right to claim against the Bailor for such loss or damage or has availed himself of his legal remedies against the Bailor or the goods bailed and the Bailor shall be liable to pay the amount of such loss or damage to the Bailee immediately the same occurs.
6. For the purpose of this agreement the Bailee.s loss shall be deemed to have occurred as provided by clause 4 hereof or upon termination or upon the Bailor making default for fourteen days in payment of any sum due under the agreement whichever of the above events shall first occur. PROVIDED that where the Bailee has, in exercise of his lien and claim, sold the goods upon notice to the Bailor, credit shall be given for the net proceeds of sale (after deducting the costs of storage, insurance and sale and after adjustment of all other sums due under this agreement) in computing the loss. PROVIDED FURTHER that the bailee shall not be under any liability to the Bailor to re-deliver the goods bailed nor shall incur any liability to the Bailor if the goods bailed are destroyed and are no longer in existence or a valuable to be repossessed where the Bailor deliberately failed to disclose to the Bailee the defaults in the goods bailed, of which the Bailor was aware, and which has exposed the Bailee and the goods bailed to extraordinary risks and danger or when the goods bailed are in danger of perishing or of losing greater part of its value the Bailor fails and neglects to take delivery of the goods in spite of a notice given upon him by the Bailee to this effect.
7. The Bailee covenants with the bailor as follows:
a. Immediately after signing of this agreement the Bailee shall insure the goods bailed at the cost of the Bailor and keep the same insured during the continuance of this agreement against loss or damage by accident fire and theft to the full replacement value thereof with some insurance company to be approved by the Bailor. PROVIDED HOWEVER that the Bailee can recover the full value of the goods insured but in that event he will have to account to the Bailor retaining so much as covers his own expenses and will be a trustee for the balance.
b. The Bailor shall take as much care of the goods bailed to him as a man of ordinary prudence would, under similar circumstances take of his own goods of the same bulk, quality and value as the goods bailed and shall not convert them even by stealing by a third party nor shall intentionally do in relation to the goods bailed, any act with the Bailors right of property therein PROVIDED FURTHER that the Bailee, in the absence of any special contract to the contrary, shall not be responsible for the loss, destruction or deterioration of the goods bailed, if he has taken the amount of care for the goods bailed as described in this clause.
c. The Bailee shall return the goods, bailed, or deliver them according to the Bailor.s directions without any demand being made by the Bailor, as soon as the time for which they are bailed shall expire or the purpose for which they are bailed shall be accomplished and if the Bailee shall fail to deliver or tender the goods bailed at the proper time he shall be responsible to the Bailor for any loss, destruction or deterioration of the goods bailed from that time. PROVIDED HOWEVER, if it shall subsequently transpire that the Bailor has no title to the goods bailed, but the Bailee in good faith delivers them back to, or according to the directions of the Bailor the Bailee shall not be responsible to the actual owner of the goods in respect of such delivery.
d. If the Bailee makes any use of the goods bailed contrary to the terms of bailment then and in such an event he will be liable to the Bailor for any damage caused to the goods during such default.
e. If the Bailee, without the consent of the Bailor, mixes the goods bailed with his own goods in such a manner that it is impossible to separate them and deliver them back to the Bailor, the Bailee will be responsible to the Bailor for the loss of the goods bailed caused thereby.PROVIDED HOWEVER, where the goods so mixed without the consent of the Bailor can be separated or divided, the property in the goods shall remain in the parties respectively, but the Bailee shall be responsible to the Bailor for the expenses of separation or division so made and also for any loss or damage arising from the mixture. PROVIDED FURTHER where the goods are so mixed by the Bailee with the consent of the Bailor, the Bailor and the Bailee shall have an interest in proportion to their respective shares in the mixture so produced and the Bailee shall not be responsible to the Bailor for any loss or damage arising from such mixture.
8. In the event of default in making payment by the Bailor to the Bailee in accordance with the terms if this agreement, the Bailee shall be entitled to serve a notice to the Bailor expressing his intention to recover the dues by selling the goods bailed if the Bailor shall fail to settle the claim within fifteen days from the date of such notice and in the event of failure or refusal by the Bailor to comply with the said notice the Bailee shall be competent to make such sale and appropriate the sale proceeds towards adjustment of his claim and make refund of the balance amount, if any, to the Bailor.
9. This agreement is terminable by either party by giving a week’s notice and upon such termination the expenses and consideration as might be accrued and payable to the Bailee shall be apportioned accordingly.PROVIDED HOWEVER this agreement shall become voidable at the option of the Bailor, if the Bailee shall do any act with regard to the goods bailed, inconsistent with the conditions herein contained. Schedule of Property Above Referred to: IN WITNESS etc.
Agreement between Manufacturer, Purchaser and Warehouseman under which Warehouseman
…………………………………………………………………………………………………………………………………… and ……………………………………………………………………………………………………………………………………. hereinafter called the Manufacturer. XYZ Ltd. (Company). Company also incorporated under the Companies Act, 1956 and having its registered office at....... hereinafter called the Customers; and P.Q.,of........ hereinafter called .the Bailee., Witnesseth: that, WHEREAS the Customer has contracted to purchase from the Manufacturer in an agreed amount, and desires to purchase additional (goods) from time to time in the future, to be paid for .cash on delivery..,
AND WHEREAS the Customer wishes said (goods) delivered to it in small quantities from day to day as the needs of its business may require, and to be relieved from the necessity of taking and paying in advance for large shipments; AND WHEREAS the Customer is indebted to the Manufacturer for (goods) already supplied, for which it agrees to pay in the manner hereinafter provided; NOW therefore, in consideration of the premises and of the mutual promises and undertakings of the parties hereto respectively, it is hereby agreed and declared as follows:
1. That Manufacturer will from time to time, pursuant to orders given by the Customer, ship to its own order, at........., in such quantities as it may deem best, with a view to supplying the needs of the Customer, of the kind and quality contracted for or ordered by the Customer.
2. The Bailee will act as warehouseman for the Manufacturer, and as such warehouseman will receive the goods so shipped by the Manufacturer, and will safely and securely store the same in a warehouse to be provided by him and to be approved by the Manufacturer, in..........., and will issue and deliver to the manufacturer receipts for the (goods) as the same shall be received and stored by the Bailee. The Customer, however, will pay all cartage and other expenses, including the compensation of the Bailee, incurred in receiving, storing and delivering the said (goods) as herein provided.
3. All (goods) as the same is received and stored by the Bailee, shall be insured in such amounts and with such insurance companies as may be satisfactory to the Manufacturer, the policies to be taken out in the name of the manufacturer and the loss made payable to it. The Customer agrees to pay the premiums on said policies as they accrue.
4. It is distinctly understood and agreed that no delivery of the (goods) shall result from the shipment and storage thereof as herein provided, and that the Customer shall acquire no title to or interest in the (goods) so stored, but that all of said (goods) shall be and remain the exclusive property of the manufacturer, to be stored for its account and subject at all times to its control; and that no title shall pass out of the Manufacturer or into the Customer by such delivery to said Bailee, or otherwise, except in the manner hereinafter provided.
5. The Bailee agrees and undertakes:
a. That he will act as warehouseman for the Manufacturer, and will not assume any duties or obligations that will conflict with the performance of his duties and obligations as such warehouseman.
b. That he will take personal charge, possession and control of all (goods) shipped under the terms of this agreement.
c. That he will not permit the same to be mixed up with the property or assets of said Customer.
d. That he will keep the same in a building or enclosure under lock and key, and that he will keep and maintain exclusive possession of such key.
e. That he will place above or over such (goods), in a prominent place so as to clearly identify the said (goods), a sign in large letters reading as follows: .The (goods) stored herein is the property of the ABC Ltd. (Manufacturing Company), of.................
f. That he will hold the said (goods) as Bailee in trust for the Manufacturer and will deliver the same only as is provided for in this agreement, or upon the written order of the Manufacturer.
g. That when and so often as called upon by the manufacturer, he will submit to it a complete and detailed statement, showing the amount of Stock held in storage by him for the manufacturer and the amount of Stock delivered by him pursuant to the terms of this agreement.
h. That when called upon so to do, he will deliver all or any portion of the (goods) to the Manufacturer or to such person, firm or company as the manufacturer may direct.
6. The Customer shall have the right from day to day and time to time to take and receive in such quantities as may be sufficient to meet its demands any portion or all of said stored (goods), but only upon paying therefor, as hereinafter provided, the agreed price of such (goods) as shown by memorandum of invoices to be furnished by the manufacturer, plus.......... per cent of such purchase-price, which said............ per cent shall be credited upon the existing indebtedness of the Customer to the Manufacturer until all of said indebtedness shall be paid in full.Payment for said (goods) shall be made in the following manner:
a. The Customer shall mail to the manufacturer its cheque or draft for the amount of the (goods) to be delivered to it therefor, plus........ per cent as hereinabove set forth, together with a statement showing the quantity and kind of (goods) to be delivered; and when any given quantity of (goods) shall be so paid for and evidence of such payment submitted to the Bailee, he shall be authorized to deliver such (goods) to the Customer.
b. No (goods) shall be delivered to the Customer until full payment therefore shall have been made in the manner herein specified.
7. The manufacturer shall at all times have control over the (goods) so stored, and may take actual physical possession of the same through any of its officers or agents whenever it desires to do so, and may, when it so desires, sell and dispose of the (goods) so stored; but in the event it should do so, it shall reimburse the Customer for any of the amounts paid out by it for cartage or other expenses incurred in receiving and storing the (goods) so disposed of, as well as for the insurance premiums paid for insurance thereon.
8. Contemporaneously with the execution of this agreement and as a part thereof, the bailee has executed and delivered to the manufacturer a bond in the penal sum specified therein and equal to double the value of the estimated average quantity of (goods) to be held and stored by said Bailee, as herein provided; conditioned to well, honestly and faithfully perform his duties as such Bailee and otherwise as in said bond specified. This agreement to become effective when said bond shall have been signed and delivered by the Bailee, with a surety satisfactory to the Manufacturer, and when the same has been accepted by the Manufacturer; the retention of said bond, with this agreement to be evidence of such acceptance. The Bailee may from time to time, with the consent of the Manufacturer, substitute for the bond so delivered and accepted, another bond in a greater or smaller penal sum to correspond with any increase or decrease in the value of the average quantity of (goods) held and stored by the Bailee hereunder.
9. The Manufacturer does not hereby agree or obligate itself to ship or store any particular quantity of (goods) or to accept any order or orders of the Customer, but notwithstanding this agreement and the giving of said bond, may at any time decline to ship and store any additional (goods) or to accept additional orders from the Customer.
10. The term of this agreement shall be......... years from date; but the Bailee shall not be relieved from his obligations hereunder and the bond given by him shall not be exonerated until the Bailee shall have fully accounted to the Manufacturer for all (goods) received by him; and notwithstanding the termination of this agreement according to its express terms, it shall be continued from year to year unless one or the other of the parties shall give notice in writing to the other two parties of his or its intention to terminate this agreement.
IN WITNESS WHEREOF, the parties hereto have hereunto set their hands and seals and executed and delivered these presents, in triplicate, the day and year first above written.
1. Signature for & on behalf of Manufacturing Co.
2. Signature for & on behalf of Customer
3. Signature of the Bailee
Bond for Performance of above Agreement
KNOW ALL MEN by these presents:
That, we (Bailee) Company, as principal, and the............. (Surety) Company, as surety, are held and firmly bound unto ABC Ltd. Manufacturing Company, a Company incorporated under the Companies Act, 1956, in the sum of Rs......... for which payment well and truly to be made we do bind ourselves firmly by these presents.
The condition of this obligation is such that, whereas, the said ABC Ltd. (Manufacturing Company) (hereinafter called as .Manufacturer.), has entered into a contract with XYZ Ltd. Company (hereinafter called as .Customer.), which provides a plan in accordance with which the (goods) already contracted to be sold by the Manufacturer to the Customer, and other (goods) which may in the future by contracted to be sold by the said manufacturer to the said Customer may be placed by the said manufacturer in the hands of its warehouseman (hereinafter called as .Bailee.), at........., to be stored and held by said Bailee as the property of the said Manufacturer, and to be delivered and accounted for in accordance with the provisions of said contract, which is dated....... day of......., 20..., a copy of which contract is hereto attached and marked .
Exhibit A..NOW, if the said Bailee shall well, honestly, and faithfully preform and discharge his duties as such Bailee for the said ABC Ltd. (Manufacturing Company) and shall account for all property and all money which shall come into his possession or under his control by reason of his employment, and shall safely keep, protect, and hold the said property which shall be confided to him as said Bailee, and shall not deliver the same except upon the written orders of the said Manufacturer, or in accordance with the provisions of the foregoing written contract, and shall assume and pay all loss, damage, or expense which the said ABC Ltd. (Manufacturing Company) may sustain or incur through any act, neglect, mismanagement, or default of said Bailee then, this obligation to be void; otherwise to remain in full force and effect. PROVIDED that any forbearance on the part of the said ABC Ltd. (Manufacturing Company) in respect to the neglect or failure of the said Bailee to faithfully perform and discharge any or all of his duties as such Bailee or any extension or extensions of time or times of said payments of money or deliveries of property, or of any payment for said losses, damages and expenses, shall not in any manner operate to release or discharge the said.............. (Surety Company) from its liability under the above obligation. This obligation is intended to cover only such (goods) as may be placed in the custody of the said Bailee within one year from the date hereof; PROVIDED HOWEVER, that this bond may be renewed from year to year by the payment to the surety of an annual premium equal to that charged for the first year.
Signed and Delivered in the presence of: