DRAFT FOR DISCUSSIONS

GOODS TRANSPORTATION AGREEMENT

BETWEEN

CATERPILLAR INDIA PRIVATE LIMITED

AND

SRI THULESE TRANSPORT

DATED: 01 MARCH 2015

PRIVILEGED & CONFIDENTIAL

TABLE OF CONTENTS

1. DEFINITIONS AND INTERPRETATION42. SERVICES63. TRANSPORTER OBLIGATIONS64.independent contractor75. charges and payment76.transit time and transhipment87.loss in transit88. INSURANCE99.WARRANTIES910. INDEMINITY1011. LIMITATION OF LIABILITY1012.CONFIDENTIALITY1113. INSPECTION OF BOOKS/ AUDIT1114. TERM AND TERMINATION1115. CONSEQUENCE OF TERMINATION1116. ARBITRATION1217.NOTICES1218.MISCELLANEOUS13SCHEDULE 1 - RESPONSIBILITIES OF TRANSPORTER16SCHEDULE 2 - FORMAT OF TRANSPORT ORDER17SCHEDULE 3 - SERVICE CHARGES18SCHEDULE 4 - ADDITIONAL TERMS AND CONDITION19ANNEXURE A - RATES20ANNEXURE B - FUEL FORMULA21

GOODS TRANSPORTATION AGREEMENT

This Goods transportation agreement is made at New Delhi on01st March 2015.

BETWEEN

Caterpillar India Private Limited, a company registered under the provisions of the Companies Act, 1956 having its registered office at 7th Floor, International Technology Park-Chennai, Taramani Road, Taramani, Chennai 600 113 (hereinafter referred to as the Company which expression shall, unless repugnant to the context or meaning hereof, be deemed to mean and include its successors and permitted assigns) of the One Part

AND

Sri Thulese Transport, a sole proprietorship with its office at No. 370, Annamalai Nagar, Near Bajaj Showroom, Krishnagiri Bypass Rd, Hosur, Tamil Nadu - 635109 (hereinafter referred to as the Transporter, which expression shall, unless repugnant to the subject or context thereof be deemed to mean and include the said proprietors legal heirs, administrators and assigns) of the Other Part 2[footnoteRef:2]. [2: 2 If the transporter is a sole Proprietorship]

WHEREAS:

AThe Company is, inter alia, engaged in the business of Manufacturing of Engines and Transmission Parts.

BThe Transporter is, inter alia, engaged in the business of transportation of goods by Road

CThe Company is desirous of engaging goods transport operator for transporting its Goods (defined below) from its factory premises to various places in India and vice versa. The Transporter has represented that it shall render high quality, industry competitive, transportation service that addresses the ongoing business and operational requirements of the Company. Based on the representations and warranties of the Transporter, the Company has engaged the Transporter to provide the Services and the Transporter has agreed to provide the Services to the Company from the Effective Date (defined below).

The Parties are executing this Agreement to record in writing their respective rights and obligations in relation to the Services, commencing from the Effective Date.

IT IS HEREBY AGREED BY AND BETWEEN THE PARTIES AS FOLLOWS:

1.DEFINITIONS AND INTERPRETATION

1.1Definitions

In this Agreement, unless the context otherwise requires, the following words and expressions shall bear the meanings ascribed to them below:

(a)Affiliate shall mean an entity that owns or controls, is owned or controlled by or is or under common control or ownership with a Party. Control or its derivatives as used herein shall mean possession, direct or indirect, of the power to direct or cause the direction of the management and policies of an entity, whether through ownership of voting securities, by contract or otherwise;

(b)"Agreement" shall mean this Goods transportation agreement, together with the schedules & Annexure attached hereto, as amended, varied or supplemented by the Parties in writing from time to time;

(c)Applicable Laws shall mean any laws, statutes, rules, regulations, directives, bye laws, codes of conduct, mandatory guidelines which have legal effect guidelines, judgments, awards, decrees, writs or other binding actions or requirements of any government; department, agency or instrumentality of any government; regulatory authority, any court or arbitral tribunal in India for the time being in force in India;

(d)Company Premises shall mean the premises of the Company described in the Transport Order;

(e)Confidential Information shall mean any information relating to the past, present or future business activities of the Company or Affiliates, or their respective employees, customers or third party suppliers or contractors, including without limitation the terms and conditions of this Agreement, the Transport Orders, any documents which may have been executed between the Parties any information relating to Companys or any of its Affiliates plans, pricing, methods, methodologies, processes, financial data, lists, intellectual property rights, customer information, Goods, statistics, programs, research, development, information technology and any other proprietary, confidential or non-public information of the Company or its Affiliates or clients or third parties to whom the Company or its Affiliates owe a duty of confidentiality and any other information which the Transporter knows or reasonably ought to know to be proprietary or confidential;

(f)Damages shall mean

(i)Any and all monetary (or where the context so requires, monetary equivalent of) damages, fines, fees, penalties as applicable under Indian law, losses, and out-of-pocket expenses (including without limitation any liability imposed under any award, writ, order, judgment, decree or direction passed or made by any court, tribunal or similar Person),

(ii)Subject to Applicable Law, any punitive, or other exemplary or extra contractual damages payable or paid in respect of any contract, and

(iii)Amounts paid in settlement, interest, court costs, costs of investigation, reasonable fees and expenses of attorneys, accountants, actuaries, and other experts, and other expenses of litigation or of any claim, default, or assessment;

(g)Dispatch Manager shall mean shall mean a person designated as such by the Company under the Transport Order;

(h)"Effective Date" shall mean 01 March 2015.

(j)Goods shall mean the materials to be transported by the Transporter, as may be described in the Transport Order;

(j)MV Act shall mean Motor Vehicles Act, 1988 read with the rules framed there under, as applicable to the Transporter;

(k)Transport Order shall mean Transport Order executed by the Parties in accordance with the terms of this Agreement, substantially in the form annexed as Schedule 2 and shall include any attachments, schedules, annexes and any amendments thereto.

(l)"Party" shall bear a reference to either of the Company or the Transporter. "Parties" shall be construed as a collective reference to the Company and the Transporter;

(m)Services shall mean the services related to the transportation of Goods in the manner set out under the Transport Order;

(n)Service Charges shall have the meaning ascribed to the term in Clause6.1;

(o)Rate Sheet shall mean Rates and Transit time executed by the Parties in accordance with the terms of this Agreement, substantially annexed as Annexure A.

(p)"Transporter Personnel" shall mean such of the Transporter's personnel assigned to perform any part of the Services pursuant to this Agreement and any Transport Order;

(q) Term shall mean the period from and including the Effective Date and continuing in force until 6 months thereafter or the earlier termination or expiration of this Agreement;

(r)Vehicles shall mean the Customized Vehicles detailed in the Transport Order, which shall be used by the Transporter to render the Services.

1.2Interpretation

Unless the context otherwise requires in this Agreement:

(a)Words importing persons or parties shall include firms and corporations and any organisations having legal capacity;

(b)Words importing the singular include the plural and vice versa where the context so requires;

(c)Reference to any law shall include such law as from time to time enacted amended, supplemented or re-enacted;

(d)Reference to any gender includes a reference to all other genders;

(e)Reference to the words "include" or "including" shall be construed without limitation;

(f)Reference to this Agreement or any other agreement, deed or other instrument or document shall be construed as a reference to this Agreement or such agreement, deed or other instrument or document as the same may from time to time be amended, varied supplemented or novated.

(g)The headings and titles in this Agreement are indicative shall not be deemed part thereof or be taken into consideration in the interpretation or construction hereof.

2.SERVICES

2.1The Company engages the Transporter for the Term to provide the Services as specified in the Transport Order(s) executed by the Parties and in accordance with the terms of this Agreement and the Transporter accepts such engagement on the terms and conditions described in this Agreement. Unless renewed in writing by both Parties, the Agreement shall stand terminated upon expiry of the Term.

2.2It is agreed that the Company shall be bound to avail, and/or the Transporter shall be bound to render any Services, upon the Parties executing specific Transport Orders in accordance with the terms of this Agreement. Each duly executed Transport Order shall form an integral part of this Agreement and will be read together with this Agreement.

2.3The Parties shall be entitled to execute multiple Transport Orders simultaneously and the terms and conditions contained in this Agreement read with the concerned Transport Order shall govern the rights and obligations of the Parties in relation to the said Transport Order.

2.4The Transporter acknowledges that notwithstanding the condition of the Vehicles, if the Company requests for replacement of any Vehicle and/or any Transporter Personnel, the Transporter shall, at its cost, replace such Vehicle and/or Transport Personnel. The Transporter also acknowledges that its responsibility and liability under this Agreement shall not stand diluted in any manner whatsoever merely by reason of the Company or any of its officers or personnel having inspected a Vehicle or confirming that a Vehicle is fit for transportation of the Goods.

2.5 Upon receipt of the Transport Order, the Transporter shall ensure that the Vehicles arrive at the Company/ Supplier Premises, for loading the Goods at the time and date stipulated in the Transport Order.

3.TRANSPORTER OBLIGATIONS

3.1The Transporter shall at any point of time know the exact whereabouts of a Vehicle in transit and the approximate time it will take to reach the ultimate destination.

3.2 The Transporter shall at all times ensure that it is in the approved list of the Indian Banks Association[footnoteRef:3] during the Term and in case of deletion of its name, forthwith inform the Company. The Transporter shall at all times ensure that the Goods is sheltered and protected from rain, direct sunlight, wind, storm and the like. [3: ]

3.4The Transporter shall be solely responsible for payment of charges, fees, taxes for obtaining road permits, licenses, insurance of Dedicated Vehicles and personnel, payment of wages/salary, allowances, etc., to its employees including drivers and cleaners appointed to perform the Services.

3.5All Dedicated Vehicles shall have valid and subsisting permits, fitness certificates, non-polluting vehicle certifications and other consents, approvals or accessories as prescribed under Applicable Laws.

3.6The Transporter shall furnish to the Company, as and when requested, a declaration of its compliance with the Applicable Laws including relating to the registration and licensing of the Dedicated Vehicles.

3.7The Transporter is entrusted with the Goods for the purpose of transporting it in accordance with this Agreement and the Transporter shall not convert or appropriate or set apart or assign the Goods to itself or to any third party to the exclusion of the Company or the consignee or dispose of the Goods in contravention of this Agreement. In the event of any such act of omission or commission or misappropriation or conversion by the Transporter, its employees or agents in violation of this Agreement, the Transporter shall be liable for criminal breach of trust in addition to any civil claim that may be lodged against it for recovery of monies.

3.8The Transporter shall comply with the additional responsibilities stipulated in Schedule1 and Schedule 4

4.INDEPENDENT CONTRACTOR

4.1The Transporter is acting, in performance of this Agreement, as an independent contractor. Except as provided under this Agreement, the Services shall be directly performed by the Transporter. The Transporter Personnel utilised by the Transporter in performing the Services pursuant to this Agreement are not the Company's employees or agents and shall work under the control and management of the Transporter who shall continue to be fully responsible for their acts. The Transporter shall be solely responsible for the payment of compensation and all statutory benefits of the Transporter Personnel and the Transporter Personnel shall be informed that they are not entitled to any of the Company's employee benefits. The Transporter and not the Company shall be solely responsible for payment of all statutory payments including without limitation, provident fund, workers compensation, disability benefits and unemployment insurance or for withholding and paying employment taxes, if applicable, for the Transporter Personnel. The Transporter Personnel shall affirm that they are not employees of the Company for any purpose and that they shall not exercise any rights or seek or be entitled to any benefit accruing to the regular employees of the Company. The Transporter shall ensure it obtains, maintains (and renews on a timely basis) and complies with the terms and conditions of all requisite registrations, licenses, permissions and approvals required by Applicable Laws. The Transporter shall promptly inform the Company of, and deliver to the Company, copies of all correspondence and notices in relation to, any investigations, enquiries, complaints or other action initiated or conducted against the Transporter under any Applicable Laws.

4.2The Company may conduct a background, reference, educational, criminal record, credit and other checks, as well as finger printing for all Transporter Personnel assigned to perform the Services where such testing is permissible by Applicable Laws.

4.3The Transporter shall provide to the Company in a timely manner all minutes and invoices, which it is required to supply under this Agreement and any reports containing the compensation of the Transporter Personnel as requested, by the Company from time to time.

5.CHARGES AND PAYMENT

5.1In consideration for the Transporter rendering the Services in accordance with the terms of this Agreement, the Company agrees to pay the Transporter service charges in the manner calculated in the Rate sheet as attached to this agreement in Annexure A

5.2The Company will not be liable to reimburse any expenses to the Transporter, unless otherwise specified in the Transport Order.

5.3The rate sheet attached to this agreement in Annexure A is valid from 01st March 2015 to 28th February 2018 thereafter, the parties mutually agree revision of the service charges indicated in the rate sheet as and when required. Any change in the service fee agreed between parties should be in writing and executed by both the parties.

5.4The Transporter shall submit its bills towards transportation of the Goods once in a Week/ Month. Bills shall be accompanied by copies of 2 (Two) lorry receipts bearing acknowledgement of proper receipt of the Goods by the consignee.

5.5 All undisputed Transporter service charges in the manner calculated in the Rate sheet owing to the Transporter from the Company will be paid within a period of 30 days commencing on the date of receipt of the relevant invoice. The Company shall not be responsible for delayed payments due to insufficient details on, or the late submittal of, any invoice or the invoice not being in accordance.

6.TRANSIT TIME AND TRANSHIPMENT

6.1The Transporter shall deliver the Goods at the destination mentioned in the Company Invoice and lorry receipt within the transit/delivery time set forth in rate sheet attached in Annexure A. The Transporter shall not do any trans-shipment of the Goods without prior written consent of the Company. Trans-shipment shall be allowed only when there is a part load or when Vehicle carrying the Goods suffers damage and becomes unworthy of road transport. Trans-shipment shall not absolve or excuse the Transporter from delivering the Goods.

In case of any delay in delivery of the Goods beyond the transit/ delivery time set forth in Annexure A. the Company shall be entitled to, in addition to the loss/damage suffered by the Company, the company may stop using the respective transporter for future shipments ,this clause is subjected to transit delay for more than 3 shipments in a month.

The Parties acknowledge that the damages stipulated above are a genuine pre-estimate of damages likely to be suffered by the Company in case of delay in transit time.

6.2Calculation of transit time

Transit time is the number of days in between the booking date and the delivery date. If the delivery date falls on a Sunday or a national holidays, the number of holidays prior to the delivery date has to be subtracted to arrive at the actual transit days taken.

7.LOSS IN TRANSIT/ DAMAGES

7.1The Transporter shall be responsible for delivering the Goods to the consignee in the same condition as was handed over by the Shipper. The Transporter shall take all efforts to mitigate any accident/ damage to the Goods. The Transporter shall report the happening of any accident immediately to the Company. In the event of an accident, the Transporter shall take steps to salvage the Goods and arrange to transport the Goods through an alternate Dedicated Vehicle at the cost and consequences of the Transporter. The Transporter shall be responsible for taking necessary steps as required by Applicable Laws including filing of police complaint in the event of any accident.

7.2If during the transport of the Goods, any loss/ damage is suffered, the Transporter agrees that it shall be liable to issue Certificate of Facts/ Damage Certificate/ Shortage/ Non-Delivery Certificate, FIR Copy(if accident) and other documents as applicable to the Company for the loss / damage suffered, irrespective of any reason whatsoever within 7 working days from the date of incident to process insurance claim. If the Transporter fails to provide Certificate of Facts/ Damage Certificate/ Shortage/ Non-Delivery Certificate the Company shall be entitled to claim/recover/ adjust for losses/damages suffered against any outstanding Service Charges and in any other manner as the Company may deem fit. Any Goods damaged/lost in transit shall solely belong to the Company and the Transporter shall not have any right whatsoever on the same. The Transporter shall render reasonable assistance in order to enable the Company/consignee to lodge insurance claims for the lost/damaged Goods

7.3 Damages to goods in transit:

Damages below INR 10,000.00 will not be processed by Caterpillar India Private Limited for insurance claim and the necessary rework or replacement cost will be deducted from the respective transporters invoice.

8.INSURANCE

8.1The Transporter shall insure all Dedicated Vehicles in compliance with the MV Act.

9.WARRANTIES

9.1The Transporter warrants that:

(a)It has the right to enter into this Agreement and perform its obligations under this Agreement without violating the terms or provisions of any other agreement or contract to which it is a party;

(b)It will provide the Services in a timely, competent and professional manner by employing appropriately skilled, experienced and qualified personnel having at all times due regard to the Company's business operations and shall replace such Transporter Personnel and/or Vehicles immediately at the Company's request, if the Company finds any Vehicle or Transporter Personnel unacceptable for any reason whatsoever. It is clarified that there will be no charge to the Company for replacement of any Transporter Personnel under this Clause;

(c)It will provide Services in accordance with the terms of this Agreement and shall take care of the Goods as a prudent operator would normally do and to reasonable satisfaction of the Company;

(d)It shall ensure that all Transporter Personnel comply with the confidentiality obligations;

(e)It will provide the Services in accordance with all Applicable Laws;

(f)It is not currently under investigation or has charges pending against it or its officers, employees, agents, subcontractors and/or principals under any Applicable Laws;

(g)The Transporter has valid title and is the absolute owner of all the Dedicated Vehicles;

(h)It shall ensure that all vehicles deployed for rendering the Services are in compliance with the Applicable Laws (including with the provisions of the MV Act and Motor Transport Workers Act, 1961) in all respects, including without limitation being validly registered in the respective State as required under the MV Act, adequately insured as required under the MV Act in compliance with the pollution control norms, carrying a valid and subsisting pollution control certificate, display vehicle registration details in compliance with the requirements of the MV Act) and carry requisite permits, registration documents, certificates, insurance documents and other documents as is required under the MV Act. The drivers employed by the Transporter possess valid vehicle driving license under the MV Act. Whenever required the Transporter shall arrange to produce the same for inspection of the Dispatch Manager or any other officer authorized by the Company. Without the need for any advance notice to Transporter, if for any reason any Vehicle or Transporter Personnel is discovered by Company to be in non-compliance with these requirements and the Transporter has not demonstrated that such non-compliance has occurred despite its diligent effort, then the Transporter shall be liable to pay the Company, which the Transporter admits shall be a genuine pre-estimate of the loss / damages likely to be suffered by the Company, having regard to the risk of the Goods. The Transporter agrees that the Company shall be entitled to deduct such amount payable to the Transporter under this Agreement.

(i) It has all necessary rights, authorizations, permits and licenses to render the Services; and

(j)It shall not have any lien or right to retain possession of the Goods for recovery of any amount claimed to be due or payable by the Company (including unpaid Service Charges) to the Transporter in terms of this Agreement.

10.INDEMINITY

10.1In the event of any breach by Transporter of any representation, warranty, obligation, or agreement made or given by it in this Agreement, the Transporter undertakes to indemnify and hold harmless the Company, its Affiliates and their respective directors, officers, employees, agents and representatives to the extent of (a) any and all Damages arising or related to breach of representation or warranty, covenant or obligation; and/or (b) any tax, penalty or interest that may be levied or assessed as a result of the delay or failure of Transporter or any its subcontractors to pay any tax or to file any return or information required under any Applicable Law.

10.2Without limiting the generality of the foregoing, Transporter undertakes to indemnify and hold harmless the Company, its Affiliates and their respective directors, officers, employees, agents and representatives to the extent of all Damages claimed by or found owing to any third parties or customers in connection with any act or omission of Transporter, arising from the performance, non-performance or breach of Transporters obligations, undertakings or warranties under this Agreement or on account of failure by Transporter, its officers, employees, agents, representatives or sub-contractors to comply with any Applicable Law;

10.3The Transporter shall be liable for all Damages to or loss of property (including loss by theft) and injury to or death of any third party, including to any of the Transporter Personnel, Transporters agents and representatives, arising out of or in consequence of the performance of the Services or the acts or omissions of the Transporter Personnel, its agents and representatives, and shall indemnify and keep indemnified the Company its Affiliates, directors, officers, employees, agents, representatives and invitees, against all claims, proceedings, damages, costs and expenses in respect of any such damage, loss, injury or death.

10.4The Transporter shall indemnify and hold harmless the Company, its Affiliates, directors, partners, officers, employees and agents against (a) any losses arising from any failure by the Transporter in making payments of compensation and all statutory benefits of the Transporter Personnel or any other personnel engaged by the Transporter; and/or (b) any claim or action alleging that the Company or its Affiliates should be deemed the employer or joint employer of any of Transporter Personnel.

11.LIMITATION OF LIABILITY

11.1In no event shall the Company be liable to the Transporter, whether in contract, tort, under any warranty or any other theory of liability, for any special, incidental or consequential damages, including, but not limited to, lost business or profits and the Companys liability under this Agreement shall not exceed the aggregate amounts payable by the Company under the Transport Order, pursuant to which or in relation to which the claim is made.

12.CONFIDENTIALITY

12.1The Transporter shall maintain confidentiality in respect of the Confidential Information and shall not disclose the contents to any third party unless it is required to be disclosed by Applicable Laws.

12.2This Clause13 shall survive expiry or termination of this Agreement.

13.INSPECTION OF BOOKS/AUDIT

13.1Both Parties shall keep detailed relevant accounts and records of all activities carried out, and all costs and expenses incurred, in the performance of its obligations under this Agreement. Upon twenty- four (24) hours notice to the each other and during normal business hours, both the parties shall have the right to audit and verify each others relevant books and records to check accuracy and transparency of transactions.

14TERM AND TERMNINATION

14.1Unless terminated earlier pursuant to the terms hereof, this Agreement shall continue in force during the Term. Provided that, the Company shall be entitled to renew this Agreement upon identical terms and conditions for a further period of Three (3) years or any period as agreed by the parties by providing a written notice in that behalf to the Transporter thirty (30) days prior to the expiry of the Term.

14.2Notwithstanding anything to the contrary contained in this Agreement, the Company shall be entitled to terminate this Agreement and/or take possession of the Goods forthwith upon the happening of any of the following events: -

(a)If the Transporter fails to perform its obligations under this Agreement or due to default by the Transporter to fulfil the terms and conditions of this Agreement

(b)If the Transporter acts in a manner prejudicial to the interests of the Company;

(c)If distress, execution or other process of the Court is issued against the Transporter or its property or a receiver is appointed in respect of property or effect of the Transporter or any part thereof;

(d)If the Transporter ceases or threatens to cease to carry on their business;

(e)If the Transporter becomes insolvent or bankrupt or enters into liquidation;

(f)If the Transporter cease to be on the approved list of the Indian Banks Association.

14.3This Agreement may be terminated by either party by giving the other 30 (thirty) days written notice.

15.CONSEQUENCES OF TERMINATION

15.1Following service of a notice pursuant to Clause15 terminating this Agreement, but prior to the effective date of such termination, the Transporter shall continue to abide by the terms and conditions of this Agreement in effect at such time and comply fully with its obligations hereunder and it shall not in any way hinder or interrupt the performance of this Agreement during any period between the date of service of a termination notice and the date of actual termination. In addition, the Transporter shall immediately afford the Company or its third party transporter, access to and copies of all records, data and information relating to the provision of Services in any format as may be requested by the Company. The Transporter shall fully cooperate (at its expense) with the Company and its third party Transporters to guarantee a smooth transition of the provision of Services to the Company or an alternate third party transporter.

15.2On termination of this Agreement for whatever reason:

(a)The Transporter shall render an invoice in respect of any Services performed since the date of the last invoice;

(b)The Company shall pay the undisputed amounts of such invoice in accordance with the provisions of this Agreement;

(c)The Transporter hereby waives any right of lien, if any, in respect of the Goods for any payments due from the Company;

(d)The Transporter shall continue for a reasonable period after termination to answer any queries raised by the Company or its nominee and supply any information required by the Company in connection with the Services; and

(e)Unless otherwise agreed in writing by the Parties, all Transport Orders shall automatically stand terminated.

15.3Termination shall be without prejudice to any rights or remedies either Party may have against the other in respect of any antecedent breach of the terms of this Agreement provided that in no event shall the Company be liable for any claim for loss of profit or loss of contract in respect of any unexpired term of the Agreement.

16.ARBITRATION

16.1If any dispute arises amongst Parties hereto during the subsistence of this Agreement or thereafter, in connection with the validity, interpretation, implementation or alleged material breach of any provision of this Agreement or regarding a question, including the questions as to whether the termination of this Agreement has been legitimate, the Parties shall endeavour to settle such dispute amicably.

16.2In the case of failure by the Parties to resolve the dispute in the manner set out above within thirty (30) days from the date when the dispute arose, the dispute shall be referred to a sole arbitrator, jointly appointed by the Parties. The place of the court of arbitration shall be Chennai. The arbitration proceedings shall be governed by the Arbitration and Conciliation Act,1996 and shall be conducted in the English language. The arbitrator shall also decide on the costs of the arbitration proceedings.

16.3The arbitrator's award shall be substantiated in writing and the Parties shall submit to the arbitrator's award which shall be enforceable in any competent court of law.

16.4The provisions of this Clause 17 shall survive termination of this Agreement.

17.BUSINESS ETHICS

17.1The Transporter represents and warrants that it has read, understands, and has been in compliance, and agrees that it shall comply, with all applicable laws, rules, regulations, directives, ordinances, orders, or statutes (collectively, the Laws), including, but not limited to, the U.S. Foreign Corrupt Practices Act and any applicable anti-bribery Laws of other countries, the U.S.Export Administration Regulations, the International Traffic in Arms Regulations, and the sanctions regulations administered by the U.S.Treasury Department Office of Foreign Assets Control.

17.2Further, the Transporter represents and warrants that it has not acted, will not act, and has not and will not cause, directly or indirectly, any other party to act, in any manner that would cause the Company or any other Caterpillar entity organized under U.S. law, or any U.S. persons employed by Caterpillar, to violate the Laws. Upon Companys request, the Transporter shall at its expense provide to the Company in a timely manner any and all material, documentation, information, data, or certification(s) regarding Transporters compliance with the Laws and this Clause.

17.3If the Company has reason to believe that the Transporter is not in compliance with the Laws or this Clause, the Company reserves the right to audit, or to have Companys authorized Transporters conduct audits, to ascertain the extent of the Transporters non-compliance with the Laws and this Clause. The Transporter agrees to indemnify, defend, and hold harmless Company, its Affiliates, and Companys and Companys Affiliates respective directors, officers, employees, agents, successors, and assigns, against demands, liabilities, fines, penalties, losses, and damages (including costs, investigation and litigation expenses and counsel fees incurred in connection therewith) arising out of or related to the Transporters obligations under this Clause.

17.4In the event of any enforcement action against the Transporter relating to the Transporters non-compliance with the Laws that reasonably relate to the Transporters performance under this Agreement, the Transporter shall provide to the Company written notice of such enforcement action prior to any publication or disclosure of such enforcement action, and in no event later than ten (10) business days following such enforcement action.

18.NOTICES

18.1Any notice and other communications provided for in this Agreement shall be in writing and shall be first transmitted by facsimile/electronic transmission, and then confirmed by postage, prepaid registered post or by internationally recognised courier service, in the manner as elected by the Party giving such notice to the following addresses:

(a)In the case of notices to the Company: Address:M/s Caterpillar India Private Limited

Attention:Naveen Srinivasan, Jerald Anthony

Telephone:04344 393346, 04344 393423

Facsimile:

Email:Anthony_Jerald_M@cat.com, srinivasan_naveen@cat.com

(b)In the case of notices to the Transporter:

Address:Sri Thulese Transport

Attention:M. Chinnamathian, Proprietor

Telephone:09443358532

Facsimile:

Email:Stt.hosur@gmail.com

18.2All notices shall be deemed to have been validly given on (i) the business date immediately after the date of transmission with confirmed answer back, if transmitted by facsimile/electronic transmission, or (ii) the business date of receipt, if transmitted by courier or registered post.

18.3Any Party may, from time to time, change its address or representative for receipt of notices provided for in this Agreement by giving to the other Party not less than thirty (30) days prior written notice.

19.MISCELLANEOUS

19.1No Promotion

The Transporter agrees that it will not, nor will its officers, employees, agents, representatives and sub-contractors, without the prior written consent of the Company in each instance (a) use in advertising, publicity or otherwise the name of the Company or of any partner, director or employee of the Company or any trade name, trade mark, trade device, service mark, symbol or any abbreviation, contraction or simulation thereof owned by the Company; or (b) represent directly or indirectly, that any product or any service provided by the Transporter has been approved or endorsed by the Company or any partner or employee of the Company.

19.2Reservation of rights

Failure by either Party to insist upon strict performance of any of the provisions contained in this Agreement shall in no way constitute a waiver of its rights as set forth in this Agreement, at law or in equity, or a waiver of any other provisions or subsequent default by the other party in the performance of or compliance with any of the terms and conditions set forth in this Agreement. No forbearance, indulgence or relaxation or inaction by a Party at any time to require performance of any of the provisions of this Agreement shall in any way affect, diminish or prejudice the right of such Party to require performance of that provision. No waiver or acquiescence by a Party of any breach of any of the provisions of this Agreement shall be construed as a waiver or acquiescence of any right under or arising out of this Agreement or of the subsequent breach, or acquiescence to or recognition of rights other than as expressly stipulated in this Agreement.

19.3Partial invalidity

If any provision of this Agreement is held to be invalid or unenforceable to any extent, the remainder of this Agreement shall not be affected and each provision of this Agreement shall be valid and enforceable to the fullest extent permitted by Applicable Laws. Any invalid or unenforceable provision of this Agreement shall be replaced with a provision that is valid and enforceable and most nearly reflects the original intent of the unenforceable provision.

19.4Assignment

The Transporter shall not assign, transfer, sub-contract or otherwise deal with any of its rights or obligations under this Agreement without the prior written consent of the Company, except otherwise permitted under this Agreement. The Company may, however, assign this Agreement to any of its Affiliates.

19.5Amendments

No modification or amendment to this Agreement and no waiver of any of the terms or conditions hereto shall be valid or binding unless made in writing and duly executed by both Parties. It is clarified that provisions contained in any transporter / shipment acknowledgement, receipt or acknowledgment or other similar documents executed / initialled by the Company shall not, even if executed by the Company, be binding upon the Company and shall not be construed to amend any of the terms and conditions of this Agreement or any Transport Order.

19.6Entirety

This Agreement and the Schedules hereto supersede all prior agreements, understandings and conflicting terms and conditions set forth in any purchase order, prior agreement, quotation, proposal, correspondence, or oral discussion relating to the subject matter hereof between the Parties for performance of the Services, and constitute the complete agreement and understanding between the Parties unless modified in writing, signed by both Parties.

19.7Counterparts

This Agreement has been executed in duplicate, each of which shall be deemed to be an original, and shall become effective when the Parties have signed both the sets.

19.8Binding nature

This Agreement shall bind upon, and shall inure to the benefit of, the Parties and their respective successors and permitted assigns.

19.9Governing law and jurisdiction

This Agreement shall be governed by and construed in accordance with the laws of India. Subject to Clause17, each Party agrees that the courts at Chennai shall have exclusive jurisdiction to settle any claim or matter arising under this Agreement.

19.10Costs

Save as otherwise provided in this Agreement, each Party shall bear its own costs (including taxes) and expenses incurred in connection with the execution of this Agreement and all transactions herein envisaged.

19.11Non-exclusivity

Nothing in this Agreement shall be construed as creating any obligations of exclusivity on the Company. The Company shall, at all times, be entitled to retain other third party transporters for the purpose of procuring services similar or identical to the Services.

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first written above.

By the withinnamed "Company"Through its authorised signatory

__________________________________

Name : Mr. Ramesh Muthuraman

Designation: Director

By the withinnamed "Transporter"Through its authorised signatory

________________________________

Name: Mr. Chinnamathian

Designation: Proprietor

SCHEDULE 1 RESPONSIBILITIES OF TRANSPORTER

Adherence of safety measures inside CATERPILLAR INDIA & Supplier premises Transporter personnel to adhere to disciplinary rules as applicable inside Caterpillar premises Timely communication of vehicle placed (Entry Time & date, No #, vehicle Type, Vehicle no, Driver mobile no). Safe ~ Proper lashing / stacking of cargo & to ensure cargo reaches the destination safely To identify & Implement opportunities for reducing Freight Spent Any loss in cargo statutory documents submission by the transporter then applicable monetary cost may be deducted from the transporter. Timely Issue of trip sheet/ LR to Caterpillar. To ensure acknowledgment from Warehouse / Caterpillar Hosur on delivery of consignment. Timely issuance of RCCA / insurance COF / Reports / other documents as requested by Caterpillar To ensure immediate response to eventualities (accidents/breakdown) during transit and alternate arrangement for Transportation. * (In case of accident FIR copy is must) Ensure prompt communication to Caterpillar regarding any damage/pilferage To obtain & submit proof of delivery (Proper signature of receiving party, Stamp, Date, Receiving condition remarks) from the final receiving point. To provide correct freight Invoice within 5 days of billing cycle (30 Days) to Caterpillar Daily MIS report Adherence to KPI targets Deputing LSP Representative at Caterpillar/ Warehouse as required. Trip Sheet/ LR to be prepared at origin. The road tax and other documents certificates including vehicle insurance policy, Fitness certificate, driving license of the driver, insurance policy covering the driver/s & cleaner/s shall be valid and subsisting at all times during the performance of Services under this Agreement.

SCHEDULE 2 FORMAT OF TRANSPORT ORDER[footnoteRef:4] [4: ]

Transport Order No.:______________

Dispatch Manager :______________

Dispatch Date :______________

Reporting Date & Time: _____________

Company Premises: Sample

Description of Service :

Details of Dedicated Vehicle (s):

This Transport Order and any attachments hereto [Annexure(s)] are issued pursuant to the Agreement executed between Company and the Transporter. This Transport Order shall constitute an integral part of the Agreement and shall be interpreted along with the Agreement. Unless the context requires otherwise, capitalised terms used in this Transport Order and not defined herein shall have the meaning assigned to them in the Agreement.

By CATERPILLAR INDIA PRIVATE LIMITED

Through its authorised signatory

____________________________

Name:

Designation:

Date:By Through its authorised signatory

___________________________

Name: Designation:

Date:

SCHEDULE3 SERVICE CHARGES

1.IntroductionThis Schedule details the charges payable by the Company to the Transporter in return for the provision of the Services.

2.Rate Sheet(Attached Annexure A)

3 Fuel Cost

The expenses incurred by the Transporter in the nature of fuel, maintenance of the vehicles, etc. shall be borne by the Transporter and are included in the Service Charges. The Service Charges will be fixed for the Term, except for any increase/ decrease in the fuel price. The rates provided in Rate sheet (Annexure A) will be treated as the base prices with reference to the current average fuel price of non-branded Diesel as on 01st March 2015 in Chennai. The current fuel price is (INR) 52.92 per litre (Current Price) as per the Indian Oil. The revision in rates shall be revised by the Company only in case of increase or decrease in Current Price by Re.1 (Rupee One) per litre in Delhi. It is agreed between the Parties that no revision in rates shall be made for any revision in Current Price for a part of a Rupee. The revision in rates upward or downward for increase/decrease in Current Price shall be as specified hereunder.

4Invoicing

The Transporter shall submit its bills towards transportation of the Goods once in a month. Bills shall be accompanied by copies of lorry receipts/ Trip sheet bearing acknowledgement of proper receipt of the Goods by the consignee. In the event of any damage, shortage in receipt of Goods by the consignee, the Transporter shall provide the Company with details of Goods short delivered/damaged/lost and the causes thereof. The payment of freight, if entitled to, shall be made to the Transporter by the Company only on submission of documents providing proof of delivery including lorry receipts acknowledging receipt of Goods by the consignee.

4 All undisputed amounts owing to the Transporter from the Company will be paid within a period of 30 days commencing on the date of receipt of the relevant invoice. The Company shall not be responsible for delayed payments due to insufficient details on, or the late submittal of, any invoice or the invoice not being in accordance with the requirements of the Transport Order.

a. Any increase in any existing taxes, or the levy of any new or additional tax (including surcharge) levied on the Services under Applicable Laws shall be borne by Transporter without any change in the prices stated in this Agreement.

b. Any and all sums payable under this Agreement, unless otherwise stated, are inclusive of applicable taxes and shall be paid by the Company to the Transporter subject to applicable statutory tax withholdings.

c. The Transporter shall be responsible for all taxes imposed on its income or property and the Company shall be responsible for all taxes imposed on its income or property.

SCHEDULE 4 - ADDITIONAL TERMS AND CONDITIONS

1. Service requirements

The Transporter shall ensure that none of its employees/agents/subcontractors have any criminal record or any investigation/allegation pending against them and that their verification/scrutiny papers are filed with the jurisdictional police stations before they are deployed to render Services to the Company. The Company has the sole discretion to direct the Transporter to replace any Transporter Personnel without assigning any reason therefore, and the Transporter shall comply with such direction forthwith.

2. Loading and unloading

The Company shall be responsible for loading the Goods into the Vehicles at the Company Premises. The consignee shall be responsible for unloading the Goods at the destination /delivery point. In the event, the Transporter performs the unloading of the Goods at the request of the consignee; the Transporter may claim payment for unloading the Goods solely against the consignee. The Company shall not be liable to pay any amount for unloading of Goods performed by the Transporter at consignees request. Where the Company requests the Transporter to load/unload the Goods, the Company shall be liable to pay to the Transporter reasonable amount for such services performed by the Transporter.

3. Miscellaneous

(a) In order to enable the Company to provide timely dispatch and delivery of the Goods, the Transporter shall provide the Company at least once a day or at such frequencies requested by the Company, a report/ feedback on the movement of its Vehicles assigned to carry or carrying the Goods for delivery to the consignee.

(b) The Transporter will take all precautions for protecting the Goods from rain, wind and heat and if any damage is caused to the Goods on account of rain, wind or heat, the Transporter will make good the loss. Similarly, the Transporter will be liable for any loss of any bag due to theft or pilferage.

(c) The Company shall be entitled to retain the Vehicles for a minimum of 24 (Twenty four) hours for loading of the Goods into the Vehicles at the place of dispatch.

4.Documentation

(a)The Transporter shall issue proper lorry waybill consistent with the dispatch challan, invoice, etc., issued by the Company. The Transporter shall ensure that the Goods are accompanied by required documents including those provided by the Company such as road permit, excise duty gate pass etc. The road permit, excise duty gate pass shall be handed over by the Transporter to the consignee on delivery of the Goods. The Transporter shall obtain acknowledgment of receipt of the Goods and the road permit, excise gate pass from the consignee on the original transporter copy of the lorry receipt. This should include the signature and rubber stamp of the consignee, quantity received, date of receipt, particulars of shortages, damages, if any etc. (b)Any duty, taxes, charges, costs, penalties, fines etc., imposed by any authority or loss of any benefit for reasons of loss, destruction, misplacement, damage of documents by the Transporter shall be solely to the account of and paid by the Transporter. Any legal action initiated by any authority for loss, destruction, misplacement, damage of documents shall be defended by the Transporter. The Transporter agrees to indemnify the Company for any legal action taken by any authority in this regard.

Annexure A - Rates

A. External Warehouse Address:

Warehouse 2A.S Cargo, PWH-2Survey No. 740-741Chennathur VillageHosur 635109

B. Consignee Address:

Caterpillar India Private LimitedPoonapalli, Mathagondapalli (P.O)Hosur - 635114

C. Dimension Requirement:

Vehicle Type: 15 Mt Closed Body TruckQuantity: 2 NosVehicle Inside Dimn: 22 x 9 x 9.5 Ft (LXBXH)Vehicle Capacity: 15000 kgsOthers: Height of Floor board from Ground: 4 ~ 4.5 MtrFreight: Free On Road till destination

D. Rate Sheet:

DescriptionUnitCost

Drivers SalaryPer Driver/ MonthINR 15000

Diesel Cost (45%) Per Veh/ MonthINR 45000

Fabrication Cost+ Operating ExpensesPer Veh/ MonthINR 40000

Clerk at WarehousePer Person/ MonthINR 12000 (If applicable)

01. All Statutory levies like Service Tax etc., will be charged extra as per the Government of India norms, in addition to the freight. 02. Rates are applicable for multiple trip a day.

Annexure B Fuel Formula

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