CLEARING AND FORWARDING C&F AGENT AGREEMENT

This agreement is made on this ___ Day of ___________ 2024, between

Salasar Balaji Overseas Private Limited a Company incorporated under the provisions of
the Companies Act,1956 having its Registered office at B-111 AND B-112, FIRST FLOOR,
METRO PLAZA, DELHI ROAD, Meerut, MEERUT, Uttar Pradesh, India, 250001,
(hereinafter referred to as “PRINCIPAL”, which expression shall, unless repugnant to the
context or meaning thereof, be deemed to include its successors and permitted assigns) of the
ONE PART.

AND
Mr. [.] carrying out business in the name of and style of [.] concerns having its place of
business at office at [.] (hereinafter referred to as the “C&F AGENT”) of the OTHER
PART.

WHEREAS:

A. Principal is engaged, inter-alia, throughout the country in the business of manufacturing

and refining oil and more particularly health-conscious options of versatile cooking oils
including the Products “HEALTHY VALUE” and other related food products
(hereinafter referred to as “Products”).

B. The C&F Agent has approached the Principal and is willing to work as Clearing and
Forwarding C&F Agent of the Principal for the promotion, sale and delivery of the
complete range of Branded edible oils including products in the area Mumbai, Thane,
Palghar, Raigad, Navi Mumbai, Pune and Pimpri Chinchwad.

C. The C&F Agent has offered services for storage of products, handling and timely dispatch
and delivery of Products to the Distributors/trade partners from [.] (hereinafter referred to
as “premises”) as per the satisfaction of Principal while adhering to the policies and
guidelines of the Principal from time to time.

D. Principal has agreed to appoint the C&F AGENT to market the products in the area
subject to the following terms and conditions.

1. INTERPRETATION

In this Agreement, unless the context otherwise requires:

References to a person (or to a word importing a person) shall be construed so as to include:

1.1 Individual, firm, partnership, trust, joint venture, company, corporation, body
corporate, unincorporated body,
1.2 That person’s successors in title and assigns or transferees permitted in accordance
with the terms of this Agreement;

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1.3 References to a person’s representatives shall be to its officers, personnel, legal or
other professional advisers, subcontractors, C&F Agents, attorneys and other duly
authorized representatives.

2. APPOINTMENT:

The appointment of the Distributors/Traders shall be made by the Principal and only
after a written confirmation received from the Principal the C&F Agent will initiate
any trade with such Distributors for delivery of Products.

3. TERM

The appointment of C&F Agent shall be for a period of 1 year i.e. from 10.05.2024
and shall be valid up to 09.05.2025 (hereinafter referred to as “Term”. However, the
working of the C&F Agent will be evaluated on a Quarterly basis based on the Market
reports & if found unsatisfactory, the agreement can be terminated as per clause No.
10. The Agreement, unless terminated, may be extended for such further period as may
be agreed by mutual consent.

4. LIMITED AGENCY

4.1 The C&F Agent agrees that his appointment is for limited purpose of carrying, storing,
and forwarding the Products to the distributors/dealers, as per the terms and conditions
provided by the Principal from time to time.

4.2 The relationship between the Principal and C&F Agent during the subsistence of this
Agreement shall be on a principal to C&F Agent basis. The C&F Agent agrees and
undertakes that it shall not at any point represent to be the C&F Agent of the Principal,
except for the purpose as specifically provided for in this Agreement.

5. SCOPE OF SERVICE

Subject to the C&F Agent complying with its obligations under this Agreement and
further subject to the applicable laws and the terms and conditions of this Agreement,
the C&F Agent hereby covenants to perform the duties which are limited to the
purpose of carrying, storing, and forwarding the Products to the distributors/dealers, as
per the directions provided by the Principal from time to time.

6. DUTIES OF C&F AGENT

Subject to the C&F Agent complying with its obligations under this Agreement and
further subject to the applicable Laws and the terms and conditions of this Agreement,
the C&F Agent hereby covenants to provide to the Principal, the ‘Services’ as listed
out below: -

A. WAREHOUSE:

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 The C&F Agent represents and warrants that the premises being used as a warehouse is
convenient, suitable and safe location for receiving, forwarding and storing the
Products.
 The C&F Agent agrees and undertakes that if and when the Principal requires us to shift
the location of the warehouse, it shall inform the C&F Agent of its choice of place for
the new premises. Upon receiving the information, the C&F Agent shall shift the
warehouse's location. The C&F Agent shall be liable for any loss or damage suffered by
the Principal if it fails to transport/delay the transfer and store the Products in the new
warehouse in accordance with the provisions of this Agreement.
 During the term of this Agreement, the C&F Agent shall keep the warehouse and the
Products in good order and condition.

B. RECEIPT, DAMAGED, DEFECTIVE PRODUCTS:

 The products on reaching the premises of the C & F Agent godown shall be thoroughly
inspected and counted by the C & F Agent. In the event of loss, damage, shortage or
spoilage of the product in transit, the C & F Agent shall immediately report in writing
about such an occurrence at the time of unloading.
 Any loss in transit which may be claimed by the C&F AGENT shall have to be
supported by an endorsement on the documents duly acknowledged by the driver at the
time of receipt of the material. If no endorsement is made by the C&F AGENT at the
time of receipt of product, the C&F AGENT will be deemed to have received the full
quantity dispatched by the Principal and the C&F AGENT would be accountable for the
full quantity as shown by Principal’s measurement at point of dispatch.
 Any transit losses incurred on the Products delivered from the C&F Agent’s godown to
the Distributor / Trader, shall be the responsibility of the C&F Agent and the Principal
is no way liable for the said loss.
 On receipt of the Products, the C&F Agent shall stock and store the Products as per the
storing and stacking norms prescribed by the Principal. If the C&F Agent notices any
Products and/or nugs which are damaged or are leaking, torn, etc. Then the C&F Agent
shall immediately inform the Principal of the same and the Principal’s authorized
representative shall examine the damaged Products/cartons and decide whether the
same are damaged due to importer handling, storing or stacking and are attributable to
the C&F Agent of if the damage is attributable to the Principal. The Principal’s decision
in this regard shall be final and binding on the C&F Agent.
 Once the C&F Agent intimates the Principal of the damaged or defective Products, it
shall store the damaged Products in a segregated area with a clear indication as
“Damaged Stocks-Not for Sale”

C. STORAGE:

 The C&F Agent shall arrange for proper storage of products in the godown and would
be responsible for maintaining such stocks in a befitting manner.
 The C & F Agent shall be responsible to the Principal for all damages / losses due to
improper storage and /or bad handling of the Products or shortage or theft of the
Products from their godown and shall indemnify and keep indemnified the Principal for
all such losses and damages. The C & F Agent further agrees and authorizes the
Principal hereby to adjust such losses / damages from any sums that may be payable to
the C & F Agent under this Agreement or otherwise by the Principal.

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 The C & F Agent shall keep and store the stocks of the said Products in a safe and
secure condition to avoid contamination from any source and to prevent damage or loss
from theft, fire, flood and other dangers. The C & F Agent shall also keep the products
in clean and hygienic premises and surroundings in compliance with the rules
prescribed by any Authorities. The C & F Agent shall also comply in all respects with
the requirements of insurance companies engaged or caused to be engaged by the
Company to insure various risks to the products held by the C & F Agent.
 The C&F Agent shall maintain all accounts and relevant contract registers, stock
register (GAR), and other information regularly in the name of the Principal and keep a
record of all deliveries in duplicate, one copy whereof shall be forwarded by the C&F
AGENT to Principal at such intervals as Principal may from time to time direct. The
C&F Agent shall e-mail the daily stock, dispatch, open contracts to the Principal latest
by 20:30 hrs. (Indian Standard Time) every day. The C&F Agent’s records and
Warehouse shall remain open for inspection / Audit by representative of Principal at
any time.
 For 15 kg/ltr tins, the Contracts would be written on a maximum 30-day basis periods
or as per the terms of contracts on released rates only to Authorized Distributors /
Traders who have completed all the formalities as specified in our terms of sale
(Annexure). The C&F Agent would be responsible to inform the Distributors / Traders,
about the Terms of Sales and in case any party delays payments over the stipulated
credit period as specified in the terms of sale (for example - 7 days) the outstanding
payments would have to be made by the C&F Agent the very next day i.e., 8 th Day. In
case the Contracts are cancelled the difference would be recovered from the
Distributors / C&F Agent at the discretion of the Principal.
 The C&F Agent at all times stack the Products as per the prescribed norms issued by
the Principal for the respective category of Products.
 In the event of any damage to packaging materials of the Products occur, which in the
opinion of the Principal is not on account of any act of negligence on the part of the C
& F Agent, then in that case, the C&F Agent shall repack the Products with re-packing
materials as provided by the Principal. If however, in the opinion of the Principal, the
damage to the packing materials of the Products has occurred on account of any act of
negligence on the part of the C & F Agent, the Principal shall be entitled to recover the
cost of replacing the damaged packing material from the C & F Agent and the C & F
Agent agrees, undertakes and authorizes the Principal to adjust such recoveries from
any dues payable to the C & F Agent under this Agreement.

D. FORWADING THE PRODUCTS

 The C&F Agent may immediately inform the Principal of the arrival of the Products at
the warehouse and may seek forwarding instructions for the same.
 The C&F Agent shall at all times invoice and dispatch the Products on behalf of the
Principal to various Distributors/Dealers as per the directions of the Principal.
 The C&F shall ensure that the Products are dispatched to the Distributors/Traders on
“First In First Out” basis, and in case of non-compliance, C&F Agent shall be held
responsible for the losses incurred. Further the Principal shall have the authority to
conduct inspections with respect to the same at regular intervals.
 The C&F Agent shall dispatch the Products to the Distributors/Dealers on receipt of the
invoices, as per the directions of the Principal, in their original packaging and shall not
remove the packaging details and the trademarks or trade names of the Principal as may
be printed and/or displayed thereon.

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 The C&F Agent shall ensure that the Products are dispatched only by person authorized
by it and it shall provide the name and specimen signatures of such authorized person to
the Principal.
 The C&F Agent shall be solely responsible for and shall indemnify the Principal against
any loss or damage suffered by the Principal due to the failure of C&F Agent to comply
with the instructions of the Principal.

E. INSURANCE:
 The C&F Agent to ensure that the relevant insurance policy shall be in place for all the
staff of the C&F Agent during the currency of this Agreement and no claim would be
entertained by the Principal for any accidents injuring the staff of the C&F Agent at
such premises or godown.
 It shall be the duty of the C&F AGENT to ensure survival and operation of the
Insurance Polices so taken, throughout the tenure of this Agreement by appropriately
renewing it from time to time.
 The Principal shall arrange to insure the Products stored in the godown of the C & F
Agent against fire, SRCC (Strike, Riots and Civil Commotion) and flood on declaration
basis. In the event of any loss, the C & F Agent shall take the necessary steps to lodge a
claim with the insurance company within the stipulated time limit as prescribed by the
insurance company. The C&F Agent shall be bound and liable to provide the necessary
information for the declaration to be made under the insurance claim and shall be
responsible for complying with the terms and conditions of the insurance policy. The
C& F Agent further agrees to indemnify and keep the principal indemnified for any
losses / damages that the Principal may suffer on account of any breach of
the insurance policy by the C& F Agent.
 The C&F Agent must ensure that the vehicles utilized for transporting the Good of the
Principal are adequately covered by the relevant insurance policy and are in compliance
with other laws. Additionally, the C&F Agent shall regularly review and update these
insurance arrangements to maintain compliance and mitigate risks associated with
transportation operations. The C&F Agent will ensure that any Products being sent out
of the godowns through local trucks will have the full compliance of RTO like proper
driving license, vehicles registration papers and third-party insurance. Further, the C&F
Agent shall indemnify the Principal in case of any loss incurred to the Principal due to
negligence and non-compliance on the part of C&F Agent.

F. DELIVERY:
 The delivery of the Products shall be made within the due date as specified by the
Principal. In case the last date of delivery falls on a Sunday/Holiday, then the next
working day shall be deemed to be the last date of delivery. In other cases, the
conditions specified in the terms of sale will be binding on the C&F Agent.
 The PRODUCTS supplied to the C&F AGENT from time to time and maintained in the
custody of the C&F AGENT in the name of Principal will be inventoried as per
Principal procedure as and when Principal deems it fit and so directs. If on any such
inventory any difference is found between the total quantity made available to the C&F
AGENT and the stocks actually found on inventory at the premises and the stock
delivered to Principal’s customers, the C&F AGENT shall be held liable for the
deficiencies and given credit for overages.

G. COMPLAINCE:

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 The C&F Agent shall undertake all business activities on behalf of the Principal in a
befitting manner and shall comply with all statutory requirements as applicable under
the various laws. The Principal would be responsible for filing the GST returns. The
C&F Agent shall take all possible measures to augment the sale of the Products of the
Principal by giving fast and excellent services to the Distributors, Traders so as to
achieve the desired targets.

 The C&F AGENT shall be responsible for the due compliance with all the provisions of
the Food laws, Explosives Act, Shops and Establishment Act, Workmen’s
Compensation Act and all other Central, State or Local Acts which may be applicable
and the C&F AGENT and shall further indemnify Principal against all loss and damage
which Principal may suffer by reason of his/its non-compliance or non-observance of
any such provisions and/or by reason of his/its wilful default or neglect. It shall be the
responsibility of the C&F AGENT to keep all such licenses, consents, permits and
policies intact and operative throughout the tenure of this Agreement and shall make it
available at the premises for PRINCIPAL officials as also officials of statutory bodies.

H. CONTRACT FOR SERVICE

 It is expressly understood that the Agreement between the PRINCIPAL and C&F Agent
is a contract for service. The C&F Agent and its employees, servants or C&F Agents
shall not be deemed to be employees of the PRINCIPAL at any point time and it is
clearly understood that the relationship between the PRINCIPAL and the C&FA's
employees shall not be construed as the relationship of employer and employee.

 The C&F AGENT shall appoint his own personnel or third parties to assist him in
carrying out his obligations under this Agreement. The personnel employed by the C&F
AGENT shall at all times be the employees of the C&F AGENT and shall not be
deemed to be the employees of the PRINCIPAL. The C&FA shall be responsible for
its employees and for discharging all obligations to or in connection with such
employees Including but not limited to wages and salary, payment of statutory dues,
providing all amenities and benefits that may be required under the labor in force. The
PRINCIPAL shall not be responsible for any employee related or third-party claims on
them and the C&F Agent shall indemnify and shall keep the Principal indemnified with
regard to any losses suffered or costs incurred by the Principal in defending such claims.

I. INTELLECTUAL PROPERTY RIGHTS

 The C&F Agent shall not use any trademark of the Principal as part of his corporate
name, trademark, and trade name, save and except in the manner as indicated by the
Principal, without obtaining the prior written consent of the Principal.

 The C&F Agent hereby acknowledges and accepts that it has no right, interest,
ownership or privilege of use of any trademark, trade name, service mark, logo
identification, with regard to the trademark either directly or through any other person
claiming by or through the C&F Agent, by reason of this Agreement.

J. OTHER DUTIES:
 The C&F Agent shall display the name of the Principal outside the warehouse premises
in the manner and form the Principal deems proper.

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 The C&F AGENT shall not alter, remove or tamper with the marks, number and label
on the PRODUCTS as procured from Principal.
 The C&F AGENT, while selling Products, shall not make any representation in the
trade or give any warranty other than those specified in Principal's printed Price
List/Product Guide/Literature/Label or any other authentic written communication.
 The C&F AGENT hereby agrees with Principal that he/it will retain in secrecy and keep
strictly confidential all technical and commercial information he/it obtains with respect
to the PRODUCTS and not at any time copy or use or disclose to any other person,
firm, Corporation or authority such information except as may be first agreed by
Principal in writing and restrict the dissemination of such information to those of its
trusted employees, C&F Agents and representatives as have a direct need to know such
information in the performance of their obligations under this Agreement and bind each
such employee, C&F Agent or representative to keep secret such information and know
how as he shall receive in respect of the PRODUCTS.
 The rights granted under this Agreement are not transferable and the C&F AGENT
shall not under any circumstances sell, dispose off, or assign or delegate or part with the
possession of godown or storage facilities and his/its rights under the Agreement or any
part thereof to any person or persons firm or company whatsoever without the previous
written consent of Principal.
 Principal by its officers, representatives and employees shall have, at all material times
and in any circumstances, free and unrestricted access to the said godown and storage
facilities of the C&F AGENT.
 In case the C&F Agent receives any complaint from Distributors/Traders with respect
to the quality of the Products, the same shall be duly informed with the relevant
documents to the Principal within 24 hours of the receipt of such complaint.
 Any material for the promotion/marketing of the Products shall be supplied by the
Principal and the C&F Agent shall be duty bound to deliver or share the said material to
the Distributors/trade partners along with the delivery of the Products.

7. COVENANTS, REPRESENTATIONS AND WARRANTIES OF C&F AGENT

i. The C&F Agent represents and warrants that:

 It has the full power and authority to enter into and perform its obligations under this
Agreement.
 There are no judicial or administrative actions, proceedings or investigations pending
or threatened against the C&F Agent, which could have a material adverse effect on
the C&F Agent's capacity to fulfil its obligations under this Agreement.

ii. The C&F Agent undertakes and covenants that:

 It shall not alter its constitution without obtaining the prior approval of the
PRINCIPAL;
 the Warehouse will be exclusively used for storing the Products and the same is
suitable for storing the Products and is a convenient and location for storing and
supplying the Products;
 It shall not shift its place of operation of the business of C&F Agent without prior
consent of the PRINCIPAL;

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  It shall not shift any Products belonging to the PRINCIPAL and entrusted to the C&F
Agent for storage from one place to another without the prior written consent of the
PRINCIPAL;
 It shall operate any scheme introduced by the Principal strictly in accordance with the
written instructions of the Principal and shall account for the same within 15 days of
completion of the scheme in the format provided by the Principal. It shall not be
entitled to give any discounts or operate any schemes for the sale of products
independently.

8. DUTIES OF PRINCIPAL

i) The Principal may sell the products directly to any distributor or trader within the area
where the C&F Agent operates, with proper knowledge of the C&F Agent. All
correspondence, inquiries etc., as & when, if received by the Principal, shall be
forwarded to the C&F Agent for doing the needful. In case any demand for supplies is
made from outside the state or from the C&F Agent’s area of operations, the supply
by C&F Agent shall be undertaken only with the prior consultation of the Principal.
ii) The Principal shall appoint the Distributors and Traders in the assigned area of C&F
Agent in co-ordination with the C&F Agent.
iii) The Principal shall take insurance cover for transportation risks by road from
Principal’s plant to the godown of the C&F Agent.
iv) The Principal shall take insurance cover for storage of cargo at the godown of the
C&F Agent.
v) The C&F Agent shall take insurance cover for transportation risks by road from the
godown of the C&F Agent to the Distributor’s / Trader’s warehouse with respect to
secondary freight and such information and documentation shall be duly furnished to
the Principal.
vi) Principal shall also have the right to determine the Agreement upon the commission
of the C&F AGENT of any fraud on Principal or upon the C&F AGENT failing to
carry out any stipulation contained in the Agreement for seven days after being
required in writing to do so by Principal.

9. DEPOSIT AND RENUMERATION

9.1. Upon the commencement of this Agreement, the C&F Agent shall provide Bank
Guarantee or an interest-free Security Deposit of INR. 10 lakhs, in favour of B.N. Agritech
Limited as a security shall be deposited within 15 days of signing of this Agreement. The
Principal reserves the right, at its discretion and following a few months of business
operation, to augment the security deposit based on the volume of business transactions. The
aforementioned security deposit shall remain in force until the termination of this Agreement.

9.2. The value of the Products stored at the Godown shall not exceed the Bank Guarantee or
the cash deposit provided by the C&F Agent. In case the Products exceed such limits, The
value of the security/Bank Guarantee may change during the tenure of this Agreement, as it
may be necessary in the interest of the business and the C&F Agent will have to furnish the
enhanced amount of Bank Guarantee within 15 days of intimation from Principal in this
regard. Further, Principal shall review such Bank Guarantee on a periodic interval of 6
months or prior and the responsibility of renewal shall lie with the C&F Agent. It is agreed
between the Parties that in case the C&F Agent does not comply with the renewal of Bank

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Guarantee within the specified timeline, then the claim/commission of the C&F Agent will be
withheld until the Bank Guarantee is renewed as required by principal.

9.3. As remuneration for the services to be rendered to the Principal by the C&F AGENT,
Principal shall pay to the C&F AGENT the commission, at the rates mentioned below, within
15 days of the succeeding month for which the same is due.

9.4. Principal reserves the right to vary the commission at any time during the continuance of
this Agreement, based on the mutual consent of the Parties.

9.5. Notwithstanding anything contained in this Agreement, the Principal shall have the right
to deduct and/or adjust from the outstanding bills of the C&F Agent any amount owed by the
C&F Agent as compensation for the loss or damages suffered by the Principal due to any acts
or omissions of the C&F Agent, as determined by the Principal.

10. TERMINATION AND CONSEQUENCES OF TERMINATION

10.1. This Agreement can be terminated (a) by the non-defaulting party for any breach of any
term or condition by the defaulting party by giving one month’s prior notice in writing to the
other party or any extensions in which case such termination will be automatic.

10.2. Upon termination of this Agreement or on its expiry, as case may be, the parties shall
mutually settle their accounts. The Principal shall remove all their belongings and any cargo
they have stored on the premises within 30 days from the date of termination of the
Agreement.

10.3. The Bank Guarantee / Security deposit will be returned to the C&F Agent following the
agreement by the Principal, in its sole discretion, to release all or part of any Security held
following the full and final satisfaction of the C&F Agent’s obligations hereunder and
secured by the Security.

10.4. Principal may terminate this Agreement immediately by notice in writing to the other
party if:

 The services provided by C&F Agent are not satisfactory to the Principal or is in non-
compliance with the terms of this Agreement
 The C&F Agent has committed any breach of this Agreement and has failed to remedy
that breach within 15 days of being requested in writing by the Principal to do so;
 The Principal may terminate this Agreement if the C&F Agent is unable to fulfill its
obligations due to personal reasons such as illness, incapacity, or other circumstances that
prevent them from carrying out their contractual duties;
 C&F Agent against whom any step or action or institutes any legal proceedings for its
winding-up, liquidation or dissolution or is unable to pay its debts as they become due or
enters into any arrangement with its creditors or any other person or ceases to carry on
business; or
 In the event of Force Majeure which substantially prevents either Party from performing
its obligations under this Agreement continues for more than 15 days in which event the
non-defaulting party may terminate the Agreement.

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 Notwithstanding any other provision herein, the parties hereto agree that this Agreement
shall automatically terminate without requirement of notice to the C&F Agent or an
opportunity to cure, upon the occurrence of the following events:
 if a decree or order of a court having competent jurisdiction is entered adjudging
the C&F Agent bankrupt or approving as properly filed a petition seeking or
winding up of such Party, including, without limitation, the appointment of a
receiver in respect thereto, or ordering for the winding up or liquidation of its
affairs, and any such decree or order continues unstayed and in effect for a period
of ____ (_________) days;
 Breach of the confidentiality provisions

11. CONFIDENTIALITY

11.1. The Parties at all times during the continuance of this Agreement and after its
termination or expiration, agree to keep in confidence and not disclose to others all
knowledge, information and data furnished and claimed by either Party to be proprietary
pursuant to or in connection with this Agreement. The Parties agree that they shall not use,
nor reproduce for use in any way, any proprietary information of the other except in
furtherance of the relationship set forth herein. All confidential information (and all copies
thereof authorized or unauthorized) shall be returned to the respective Party immediately
upon termination of this Agreement.

11.2. The Parties agree to protect the proprietary information of the other with the same
standard of care and procedures used by themselves to always protect their own proprietary
information of similar importance but using at least a reasonable degree of care.

11.3. Each Party acknowledges that loss arising out of the unauthorized use or disclosure of
the Confidential Information of the other Party by the recipient cannot be reasonably
compensated in monetary terms and the Disclosing Party shall be entitled to seek injunctive
and other equitable relief to prevent or curtail any actual or threatened breach by the
receiving party of the aforesaid.

11.4. The Parties shall ensure that the Confidential Information is not used or permitted by its
Staff/employees even after the term/ termination of this Agreement. The Parties shall also
safeguard the Confidential Information and take all necessary action to protect it against
misuse, loss, destruction, alterations or deletions thereof.

11.5. Upon termination or expiration of this agreement for any reason, or upon the disclosing
party’s earlier request, the receiving party will deliver to the disclosing party all of the
disclosing party’s property or confidential information in tangible form that the receiving
party may have in its possession or control the receiving party may retain one copy of the
confidential information in its legal files.

11.6. Notwithstanding anything stated in this Agreement, the Parties may disclose any
information which it requires to be disclosed as per applicable law.

12. INDEMNITY

12.1. Each Party (indemnifying Party) shall be liable to compensate and indemnify, defend
and hold harmless the other Party (indemnified Party) from and against any and all losses,

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liabilities, damages, deficiencies, demands, claims, actions, judgments or causes of actions,
assessments, interest, penalties and other costs and expenses incurred and suffered by the
indemnified Party based upon, directly arising out of, or in relation to (I) any breach or
nonobservance by the indemnifying Party of any covenants, conditions, obligations or other
provisions of this Agreement, or (II) any representation given by the Indemnifying Party
being found to be false or misleading.

12.2. C&F Agent shall defend the Principal against any claim, demand, suit, or proceeding
(“Claim”) made or brought against the Principal due to any claim that the Products delivered
by the C&F Agent are damaged or deficit, or any breach or nonobservance by the C&F Agent
of any covenants, conditions, obligations or other provisions of this Agreement, or any
representation given by the C&F Agent being found to be false or misleading and shall
indemnify the Principal for any damages finally awarded against, and for reasonable
attorney’s fees incurred by the Principal in connection with any such Claim; provided, that
the Principal (a) promptly gives C&F Agent a written notice of the Claim; and (b) provide to
the C&F Agent all reasonable assistance, at C&F Agent’s expense.

13. NOTICES

All notices required to be given and approvals required to be obtained hereunder shall be
given and obtained in writing. All notices shall be sent only by registered post/courier/hand
delivery/email. All notices required to be served by either party hereto upon the other shall be
deemed properly served if delivered:

If to C&F Agent:

Mr. [.]
Address: [.]
Contact Number: [.]
E mail ID: [.]

If to Principal:

Salasar Balaji Overseas Private Limited

Address: B-111 AND B-112,
FIRST FLOOR, METRO PLAZA,
DELHI ROAD, MEERUT,
UTTAR PRADESH, INDIA, 250001
Contact Number:
E mail ID:

14. GOVERNING LAW, JURISDICTION AND ARBITRATION

14.1. This Agreement shall be governed by, and construed in accordance with, Indian law.
The language for the purposes of this Agreement shall be the English language and all
correspondences, notices and / or communication etc. shall be in English only.

14.2. If any dispute or difference shall arises between the Parties to this Agreement as to the
interpretation of this Agreement or any comments or conditions thereof, or as to the rights,

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duties or liabilities of any Parties hereunder or as to any act, matter or thing arising out of or
relating to or under this Agreement (even though the agreement may have been terminated)
the same shall be referred to arbitration by a Sole Arbitrator to be appointed by the parties
hereto, as per the provisions of The Arbitration and Conciliation Act 1996. The arbitration
shall take place in New Delhi. The Courts of New Delhi alone shall have the exclusive
jurisdiction to deal with any matter arising out of the arbitration proceedings and/or the
award.

15. FORCE MAJEURE

15.1. The Parties agree that neither of them shall be liable to the other for any loss, delay,
damage or other casualty suffered or incurred by the other due to any failure or delay by any
Party in the performance of any of its obligations under this Agreement due to acts of God,
lightening, flood, drought, earthquake, landslide, hurricane, cyclone, typhoon,
pandemic/epidemic, famine, extremely adverse weather conditions which are in excess of
statistical measures of last 100 years, fire, explosion, chemical or radioactive contamination,
ionizing radiation, volcanic eruption, riots or civil disturbance, war (whether declared or
undeclared), act of public enmity, terrorist act, military action, Statutory lockdown, curfew
declared by government or regulatory order/notification, other action of government/other
authorities, court order, or industry-wide/ region-wide/ nation-wide strike, directives by any
statutory authority, compliance with directives or orders of any law court or directives from
state government or Government of India (“Force Majeure”). Any failure or delay by any
Party in the performance of any of its obligations under this Agreement owing to Force
Majeure shall not be considered as a breach of any of its obligations under this Agreement.

15.2 The Party claiming benefit of Force Majeure shall however not be entitled to the same
unless it has intimated the other Party by e-mail / fax about the occurrence of such event
within a period of seven (7) days from the occurrence of such Force Majeure event indicating
therein the steps that it is taking or intending to take to mitigate the effect of such Force
Majeure on the performance of its obligations under this Agreement.

15.3 The Party unable to perform this Agreement due to the effect of Force Majeure
occurrence may, with consent of the other Party, extend its duration by a period
commensurate with the time lost due to the Force Majeure occurrence. In the event the Force
Majeure event continues for a period of one (1) month, the Parties hereto shall mutually
discuss the matter and decide on the course of action to be taken or, absent agreement, the
Party not claiming benefit of Force Majeure may terminate this Agreement.

16. AMENDMENT

This Agreement or any attachment hereto shall be modified only by an instrument in writing
and signed by the duly authorized representatives of the Parties. Representatives of the
Parties who signed this Agreement and any modification thereto personally warrant and
represent that they have been duly authorized by their representative Party to sign such
agreement and/or modification on behalf of such Party.

17. SETTLEMENT OF ACCOUNTS

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The account between the Principal and C&F Agent shall be settled monthly. Debit or credit
notes in relation to claims etc. shall be issued monthly in order to reconcile the accounts. The
commission & other expenses (net payable) would also be settled on a month-to-month basis
through NEFT/ DD / RTGS/ at par cheque.

All payments to the C&F Agent would be subject to applicable tax laws at the time in force.

18. LIEN

18.1. C&F Agent shall not create lien or charge or encumbrances of any sort on the
Principal’s stocks stored in C&F Agent’s godown and title to the Products shall at all time
vest with Principal.

18.2. The Principal shall be entitled to display their name / Brand Name outside the office /
godown premises in the manner and form as they deem proper.

18.3. In addition to any right or lien to which Principal may by law or under this Agreement
be entitled, Principal shall have lien on the movable property of the C&F AGENT available
at the godown, viz. “FACILITIES AND RESOURCES” in the matter of recovery of amounts
due from the C&F AGENT to Principal for which Notice or Debit Notes or invoices or
claims have been made/sent by Principal.

19. GENERAL PROVISIONS

19.1. Entire Agreement: This Agreement constitutes the entire agreement between the
Parties about the subject matter hereof. This Agreement supersedes all previous letters of
intent, heads of terms, prior discussions and correspondence exchanged between any of the
Parties, either written or oral, in connection with the transactions referred to herein and both
the parties shall not be bound by or be liable for any statement, representation, promise,
inducement or understanding of any kind of nature relating to the work which is not set forth
or provided for herein this agreement.

19.2. No Waiver: A waiver or any failure or delay by any Party to this Agreement to require
the enforcement of the obligations, agreements or covenants in this Agreement shall not be
construed as a waiver by such Party of any of its rights, unless made in writing and referring
specifically to the relevant provisions of this Agreement, and signed by a duly authorized
representative of the Party making such waiver.

Any such waiver shall not affect in any way the validity of this Agreement or the right to
enforce such obligation, agreement or covenant, if such right arises at any time thereafter. All
rights and remedies existing under this Agreement, except as otherwise provided herein, are
cumulative too, and not exclusive of any rights or remedies otherwise available.

19.3. Representations and Warranties: Each Party represents and warrants to the other that:
 It is duly authorized, validly existing and in good standing under the laws of India,
and has all requisite corporate power and authority to execute, deliver and perform its
obligations under this Agreement, and to consummate the transactions contemplated
herein;

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 the execution of this Agreement creates a valid and legally binding obligation of such
Party, enforceable in accordance with its terms
 The execution, delivery and performance by such Party of this Agreement, do not and
will not conflict with, contravene, result in a violation or breach of or default under
any applicable law in respect of such Party; and
 It has procured all necessary consents, authorizations and approvals (including, under
applicable law, and/ or any contract, to which such Party and/ or assets are bound) and
made all intimations, whether internal or third party, in relation to execution hereof
and consummation of the transactions contemplated herein

19.4 Severability: If any of the provisions of this Agreement become invalid, illegal or
unenforceable under any law, the validity, legality and enforceability of the remaining
provisions shall not be affected or impaired.

19.5 No Agency: Save for the provisions contained in this Agreement, nothing herein shall
create or constitute a relationship of agency between the parties.

19.6. Amendment: No addition or modification of any provisions of this Agreement shall be

effective unless made in writing and signed by duly authorized representative of the Parties.
No course of dealing, usage of trade, or course of performance shall be relevant to explain or
supplement any terms expressed in this Agreement.

19.7. Survival of Rights and Obligations: Termination of this Agreement for any cause
whatsoever shall not release a Party from any liability which, at the time of termination, has
already accrued to the other Party or which may thereafter accrue in respect of any act or
omission prior to such termination.

19.8. Assignment: Neither Party shall have the right to assign this Agreement, in whole or in
part, nor any rights hereunder to any other company, firm or agency including the subsidiary
or affiliate company of either Party without taking prior written permission of the other party.

In the event of any mutually agreed assignment by either Party the assigning Party shall
remain liable to the other Party for all obligations contained in this Agreement regardless of
whether such obligations were part of or covered by the assignment.

20. TWO ORIGINALS

The Parties shall execute this Agreement in duplicate. One original shall be retained by the
Principal and the other shall be retained by the C&F Agent.

THE PARTIES HERETO HAVE SIGNED THIS AGREEMENT ON THE DAY,

MONTH AND YEAR FIRST HEREIN ABOVE WRITTEN.

VALIDITY OF AGREEMENT: UP _________ to ___________

SIGNED AND DELIVERED,
___________________________
For (Principal)

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(Authorized Signatory)
Witness: 1.

2.
___________________________
For (C&F Agent)
(Authorized Signatory)
Witness: 1.
2.
Noted- All Paper Stamp & Sign Compulsory

ANNEXURE 1
COMMERCIAL SCHEDULE
Product Commissi Secondary Loading Godown Direct Godown Bank
Category on rate for Freight and Leakage Trolla Rent Guarantee
each nug Unloading
SIMPLY
FRESH
(SBO)
SIMPLY
FRESH
(PALM)
SIMPLY
FRESH
(SFO)
HEALTH
Y VALUE
- KGMO
NUTRICA

 Secondaries freight would be 1500/- Per MT

 The C&F Agent fee includes all costs including computer/SAP operator and all other
staff cost.

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