Agreement between Manufacturer, Purchaser and Warehouseman under which Warehouseman acts as Bailee of goods sold
…………………………………………………………………………………………………………………………………… 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