ANNEXURE 3
‘PROVISIONAL AGREEMENT’
DOOR TO DOOR DELIVERY RESELLERS
THIS AGREEMENT made at ___________this ______________ day of ________ 20__ between BHARAT
PETROLEUM CORPORATION LIMITED, a Company duly incorporated and validly existing under the
Indian Companies Act, 1913 having its registered office at Bharat Bhavan, 4 & 6, Currimbhoy Road,
Ballard Estate, Mumbai 400001 in the State of Maharashtra (Hereinafter referred to as “The
Company” which expression shall be deemed to include its legal successors and permitted
assigns) of the ONE PART
AND
M/s (FuelEnt’s Name),a Partnership firm / a Limited Liability Partnership firm / a Private Limited
Company having its registered office at ___________________________________________ (hereinafter
referred to as “FuelEnt” which expression unless repugnant to the context shall be deemed to
include its legal successors and permitted assigns) of the other part;
HEREINAFTER both together shall be referred as Parties;
WHEREAS
The Company is a leading Oil Marketing Company in India and is engaged in the refining,
marketing and distribution of various Petroleum Products. The Company has a strong distribution
network in the form of Supply Locations (Depots / Installations / Terminals), Retail Outlets covering
all geographies of India.
FuelEnt is a Start-up Partnership Firm/Limited Liability Partnership/Private Limited Company
registered with Department of Promotion for Industry and Internal Trade (DPIIT), Ministry of
Commerce and Industry. FuelEnt is willing to engage in the trade of HSD reselling through Mobile
Dispensers after buying the HSD from the Company’s Supply locations / Retail Outlets as
approved, permitted and endorsed in PESO License of the Mobile Dispenser of the FuelEnt and as
specifically advised by the Company in writing from time to time.
The parties have agreed to enter in to this agreement for their mutual benefit and market growth.
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The parties hereby agree as follows:
1. Meanings:
‘Identified Customers’ means the customer as identified in the list provided and forwarded
by the FuelEnt to PESO as per PESO requirement as amended by PESO from time to time.
‘Refueling Site’ in respect of an Identified Customer shall mean the site, which is identified by
and forwarded by the FuelEnt to PESO, as may be amended from time to time by the FuelEnt
after intimation to PESO, by the FuelEnt.
‘Effective Date’ means the date of signing of this Agreement.
‘Supply Location’ means the area of the Company’s Supply Location / PESO approved layout
(premises) of the Retail Outlet from where the FuelEnt has taken delivery of HSD in Mobile
Dispenser.
‘Dispensing Unit’ in respect of a Mobile Dispenser means the delivery system, detachable or
otherwise, forming part of the Mobile Dispenser.
‘Mobile Dispenser’ means the bowser having license from PESO in Form XIX which shall
comprise of the chassis, storage tank and Dispensing Unit.
‘HSD’ means High Speed Diesel conforming to IS specification IS 1460-2005
‘The Company Representatives’ means persons authorized, from time to time, by the
Company for the purposes of this Agreement.
‘Standard Operating Procedures means procedures specified by Company for loading from
Company’s Supply Locations which are enclosed as Annexure I and as specified by PESO for
loading HSD into Mobile Dispenser at Retail Outlets and for dispensing HSD through Mobile
Dispenser at refueling sites of identified customers.
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ANNEXURE 3
‘PROVISIONAL AGREEMENT’
DOOR TO DOOR DELIVERY RESELLERS
‘PESO’ means Petroleum and Explosives Safety Organization having offices across India.
‘PESO Licenses’ means the licenses granted to FuelEnt with respect to operation of Mobile
Dispenser.
‘RO or Retail Outlet’ means the Company Dealer’s outlet for selling the Petroleum products
equipped with the PESO approved loading facility of HSD for loading the Mobile Dispenser.
‘RSP or Retail Selling Price’ in respect of HSD means the rate or selling price specified by the
Company for its Retail Outlets or by any authority under law from time to time, or from day to
day.
‘Taxes and Duties’ means any taxes, charges, levies, duties, fees and penalties, thereon
including but not limited to Goods and Services Tax.
‘Crew’ means the driver and helper in respect of the Mobile Dispenser.
“DDD Reseller” means “Person” duly authorized by the Company in the meaning and scope
of MS and HSD (Regulation of Supply, Distribution and Prevention of Malpractices) Second
Amendment Order 2019 notified in Official Gazette by Ministry of Petroleum and Natural Gas
on December 10th 2019.
2. Purpose and Scope
2.1. This agreement is a principal to principal agreement and does not create any agency
rights and obligations in favour of the FuelEnt.
2.2. FuelEnt has been registered/enrolled with the Company as “DDD Reseller”.
2.3. FuelEnt agrees to buy HSD from the Supply Location/s in its Mobile Dispenser/s (Details of
the Supply locations as endorsed in PESO License of the Mobile Dispenser and as
specifically advised by the Company in writing from time to time), only for the purpose of
reselling as set out in the MS and HSD (Regulation of Supply, Distribution and Prevention
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‘PROVISIONAL AGREEMENT’
DOOR TO DOOR DELIVERY RESELLERS
of Malpractices) Second Order 2019 (notified vide Gazette publication dated December
10th, 2019) and Amendment Order 2020 (notified vide Gazette publication dated
February 3rd, 2020), and other applicable laws.
2.4. FuelEnt shall make available one or multiple number of Mobile Dispenser(s), registered
with the RTO (Mobile Dispenser should be registered in the name of the FuelEnt) from
effective date and must comply with the standards suggested by the Company and
approved by PESO, for refueling of HSD to their Identified Customers’ locations which
have been informed to PESO as per PESO requirement. (Details of Mobile Dispensers
proposed by FuelEnt are as per Annexure-A). FuelEnt will be required to fabricate the
Mobile Dispenser according to Top / Bottom loading facility available at Supply location
/ Retail Outlet, as advised by the Company.
2.5. FuelEnt agrees to comply with all rules and conditions of PESO as well as applicable laws,
as amended from time to time.
3. Advertisement & Registration fee
3.1. FuelEnt has applied to the Company for registration/enrolment as DDD Reseller in
response to the advertisement dated ___________.
3.2. FuelEnt has paid application fee of Rs. 10,000.00 [Rupees Ten thousand only] plus taxes
to the Company for registration/enrolment as DDD Reseller.
4. Interest Free Security Deposit
4.1. FuelEnt has agreed to deposit a Security Deposit of Rs. 1,00,000.00 [Rupees One lakh only]
to the Company before signing the “FuelEnt Agreement”. Company is authorized to
appropriate and/or forfeit the said Security Deposit against violation of any regulatory
provision and breach of terms and conditions of “FuelEnt agreement” including
addendums and/or supplementary/associate agreements/standard operating
procedures.
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‘PROVISIONAL AGREEMENT’
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5. Period
5.1. FuelEnt has agreed to put up the Mobile dispenser/s with all requisite statutory approvals
/ licenses to commence the purchase of the HSD from the Company’s Supply locations
/ Retail Outlets as approved, permitted and endorsed in PESO License of the Mobile
Dispenser and as specifically advised by the Company in writing from time to time within
a period of 90 [Ninety] days from effective date [date of signing of this Agreement]. The
extension can be considered by the Company subject to FuelEnt submitting the required
documents in proof of his procurement of chassis and fabrication work order.
5.2. On compliance of the terms of the Provisional Agreement, FuelEnt Agreement (principal
to principal Agreement) called “FuelEnt Agreement” shall be executed between FuelEnt
and the Company, on completion of the fabrication of Mobile Dispenser and on
obtaining of PESO license / statutory licenses.
5.3. Further, for loading of such Mobile Dispensers from the Retail Outlet, necessary letters /
agreement with Retail Outlet dealer will also be required to be complied with by the
FuelEnt, as per the requirement of PESO, as amended from time to time.
5.4. The FuelEns can substitute the Company’s Supply location / Retail Outlet given in the
consent letter at the time of submitting the EOI as permitted by the Company subject to
the substituted Retail Outlet dealer gives consent letter and has loading facility for the
Mobile Dispensers at the Retail Outlet, as per PESO regulations, as amended from time to
time. However, such permission by the Company for substitution of Company’s Supply
location / Retail Outlet will not be granted until one year of signing of FuelEnt agreement.
Details of the substituted Company’s Supply location / Retail Outlet shall form the
addendum to Annexure-A of the FuelEnt agreement.
5.5. However, in exceptional circumstances in case the loading of Mobile dispenser from the
consenting Retail Outlet is discontinued due to whatsoever reason, the condition of one
year will not be applicable.
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‘PROVISIONAL AGREEMENT’
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5.6. If for any reason whatsoever, FuelEnt fails to uplift HSD in the Mobile Dispenser from
assigned Retail Outlet for a continuous period of 90 (Ninety) days at anytime after
execution of FuelEnt agreement, the Company reserves the right to terminate the FuelEnt
agreement.
6. Quality, Quantity, Safety and Handling of the product
6.1. The Company’s responsibility with regard to Quality, Quantity, Safety and Handling of the
product is cease as soon as the product will be filled/loaded to the Mobile Dispenser.
6.2. FuelEnt shall be solely responsible with regard to any issue arising for Quality, Quantity,
Safety and Handling of its product. If any such complaint is received by the Company,
the Company shall forward such complaint to the relevant Govt. officials and action will
be taken as advised by the Govt officials.
7. Pricing and Payments
7.1. In case FuelEnts are supplied HSD from the Company’s Supply location, FuelEnt shall be
sold HSD at Ex-Supply Location price of the Company’s Supply Locations which shall be
decided on day to day basis by the Company.
7.2. The sale of HSD from Company’s Supply location to FuelEnts shall be purely on advance
payment basis.
7.3. In case FuelEnts are supplied HSD from the Company’s Retail Outlets, FuelEnt shall be sold
HSD at the price mutually agreed between the Retail Outlet Dealer of the Company and
the FuelEnt. However, such selling price shall not be higher than RSP of the Retail Outlets.
7.4. All tax liabilities / license fee / statutory payments shall be borne by FuelEnt.
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‘PROVISIONAL AGREEMENT’
DOOR TO DOOR DELIVERY RESELLERS
8. Statutory and Tax compliances
8.1. Compliance of Provisions of Essential Commodities Act, Control Orders and other
statutory requirements of PESO, Weights & Measures, Motor Vehicle Act, Taxation, labour
laws, applicable State and Central government laws etc. would apply to FuelEnts. All
statutory approvals and Licenses have to be obtained by the FuelEnt in their name and
they will carry out periodic renewal of such statutory licenses / approvals as per the
requirement of statutory norms at their own cost.
9. Process
9.1. Filling/Loading of Mobile Dispenser
9.1.1. The Mobile Dispenser shall be filled, at the Company’s Supply Location / Retail Outlet as
endorsed in PESO License of the Mobile Dispenser and as specifically advised by the
Company in writing from time to time.
9.1.2. Standard Operating Procedures for loading HSD into Mobile Dispenser of FuelEnt at
Company’s Supply Location form integral part of this agreement which is more
specifically described in Annexure I and as amended from time to time. For Standard
Operating Procedures for loading HSD into Mobile Dispenser of FuelEnt at Retail Outlets,
FuelEnt will abide by the guidelines specified by PESO as amended from time to time.
FuelEnt will keep itself updated on the said guidelines from PESO office / PESO website.
9.2. The Mobile Dispenser of FuelEnt may be filled one or more times in one day from the
Supply Location / Retail outlet as endorsed in PESO license.
9.3. Filling of mobile dispenser shall be carried out through Flow meters installed at the
Company’s Supply Locations / Retail Outlets.
9.4. Once FuelEnt Agreement is signed, FuelEnt will be allowed to put up additional Mobile
Dispensers at the same or other supply locations having the Mobile Dispenser loading
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‘PROVISIONAL AGREEMENT’
DOOR TO DOOR DELIVERY RESELLERS
facility without going through the EOI process again subject to consent for the same in
writing from the Company and on meeting the following conditions.
a. For new Mobile Dispenser – as per conditions specified in Provisional Agreement
and after signing a fresh Provisional Agreement / addendum to existing
Provisional Agreement (Annexure A)
b. For Mobile dispenser which is in operation with another OMC – after obtaining
NOC from the OMC where the Mobile dispenser is operating subject to
completing at least one year of operation with that OMC.
10. Supply of HSD to Identified Customers
10.1. FuelEnt shall resell the HSD only for those equipment in line with the Petroleum
Amendment Rules, 2019 as notified by Ministry of Petroleum and Natural Gas in Gazette
of India: Extraordinary dated May 29th, 2019 and as amended from time to time.
10.2. For Standard Operating Procedures for dispensing HSD through Mobile Dispenser at
refueling sites of identified customers, FuelEnt shall abide by the guidelines specified by
PESO as amended from time to time. FuelEnt shall keep itself updated on the said
guidelines from PESO office / PESO website
10.3. The FuelEnt shall strictly follow all provisions of the above mentioned Standard Operating
Procedures.
10.4. The selling price of HSD can be decided by the FuelEnt on the basis of mutual agreement
with the identified customer. The Company shall not be a party to any dispute arising out
of the selling Price or other liability(ies) between the FuelEnt and its identified customer.
10.5. The FuelEnt shall sell / supply HSD though the Mobile Dispenser to refueling sites only of
the Identified Customers.
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‘PROVISIONAL AGREEMENT’
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11. General
11.1. FuelEnt shall have no right to use the Company’s brand, trademark, logo in any form.
FuelEnt shall not represent itself as Company’s dealer representative or agent or
franchisee or in any other capacity other than the one created in this agreement.
11.2. FuelEnt shall not make any commitments or guarantees on behalf of the Company.
11.3. It is further agreed by the FuelEnt that it shall not publish any advertisement or press
release or make any statements in any media including social media using the
Company’s name / brand / trademark / logo without prior written permission from the
Company.
12. Covenants
12.1. Mobile Dispenser
12.1.1. The FuelEnt shall operate the Mobile Dispenser at its own cost, risk and expense, which
shall include any toll charges and fuel expenses, any other expense as per statutory
requirements or guidelines issued by the Govt. authorities.
12.1.2. The FuelEnt shall keep the Mobile Dispenser and its surroundings in a safe, clean and
satisfactory condition.
12.1.3. The FuelEnt shall not replace/ detach/ remove any component of the Mobile Dispenser,
except for the purposes of fueling / filling / maintenance. Any change in the design of
the Mobile dispenser will have to be approved by PESO and RTO and amended in the
license before it is put to use again.
12.1.4. The FuelEnt shall be responsible for the maintenance, service and repair of the Mobile
Dispenser and at its own cost.
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13. Parking
13.1. The FuelEnt shall ensure that the Mobile Dispenser is parked at the PESO approved Parking
Space only. FuelEnt has to arrange parking space for Mobile Dispenser as per Form XIX,
at its own cost.
14. Crew
14.1. The Crew of the mobile dispenser of the FuelEnt shall at all times work under the
supervision and control of the FuelEnt.
14.2. The FuelEnt shall be responsible for compliance of Motor Vehicles Act and Rules and all
applicable labour laws in respect of the deployment and functioning of its Crew.
14.3. The FuelEnt shall ensure that its Crew abides by the terms and conditions of this
agreement, the terms and conditions of PESO Licenses, as applicable and follows other
Standard Operating Practices issued from time to time by the Company / other statutory
authorities.
14.4. Mobile Dispensers shall be deployed, maintained and operated through trained crew by
“FuelEnt” at their own cost. Trained crew should be able to operate safety equipments
and handle exigencies.
15. Expiry of Agreement
15.1. This provisional Agreement shall expire in either of the following events;
15.1.1. FuelEnt fulfils his obligations under this agreement and enters into the FuelEnt Agreement
with the Company.
15.1.2. FuelEnt fails to fulfil his obligations under this agreement within given time period of ninety
days or any extended period as the case may be.
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‘PROVISIONAL AGREEMENT’
DOOR TO DOOR DELIVERY RESELLERS
15.1.3. Termination of this agreement by the either party for any reason whatsoever.
16. Amendments
16.1. No amendment of any provision of the Agreement nor consent to any departure by any
of the Parties of the terms thereof, shall in any event be effective unless in writing and
signed by the Parties hereto and then such consent shall be effective only in the specific
instance and for the specific purpose for which it is given. Any delay in exercising a right
under the Agreement shall not operate as a waiver thereof.
17. Notice
17.1. All notices required to be served by either of the Parties upon the other shall be in English
language and shall be deemed to have been duly and effectually served if delivered
by hand or addressed by Registered A.D. post at the following addresses and such
service shall be deemed to have been effected in the case of delivery by hand, on the
date on which it is so delivered and in the case of delivery by Registered A.D. post on the
date the Registered A.D. notice is received by the addressee.
Address for the Company: _______
Address for FuelEnt : _______________
Email for FuelEnt: _______________
17.2. Either Party may notify to the other in writing any change in such address for services of
notice upon them.
18. No agency
18.1. Nothing in the Agreement shall be interpreted in a manner to constitute an agency or
franchisee. The Company and the FuelEnt shall be treated as independent
companies/enterprises.
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19. Confidentiality
19.1. Each Party shall keep strictly confidential and shall not disclose to any third party the
contents of this Agreement without prior permission from disclosing party.
19.2. All confidential and proprietary information disclosed by the Disclosing party to the
Receiving party, including information which the disclosing party identifies in writing or
otherwise as Confidential before or within thirty days after disclosure to the receiving
party (“Confidential Information”). Confidential Information consists of certain
specifications, designs, plans, drawings, software, prototypes, data, details, information
and/or technical information, and all copies and derivatives containing such Information,
that may be disclosed to the Receiving party from the Disclosing party for and during the
purpose of this Agreement, which disclosing party considers proprietary or confidential
(“Information”).
19.3. The receiving party shall use Information only for the purpose of this Agreement, shall hold
Information in confidence using the same degree of care as it normally exercises to
protect its own proprietary information, but not less than reasonable care, taking into
account the nature of the Information, and shall grant access to Information only to its
employees who have a need to know, but only to the extent necessary to carry out the
business purpose of this Agreement.
19.4. The foregoing restrictions on each party's use or disclosure of Information shall not apply
to Information that the receiving party can demonstrate:
a) Was independently developed by or for the receiving party without reference to the
Information, or was received without restrictions; or
b) Has become generally available to the public without breach of confidentiality
obligations of the receiving party. The information shall not be deemed to be available
to the general public merely because it is embraced by more general information in the
prior possession of Recipient or of others, or merely because it is expressed in public
literature in general terms not specifically in accordance with the Confidential
Information; or
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DOOR TO DOOR DELIVERY RESELLERS
c) Was in the receiving party's possession without restriction or was known by the receiving
party without restriction at the time of disclosure and receiving party declare of possession
of such confidential information within a day upon such disclosure by disclosing party ; or
d) Pursuant to a court order or is otherwise required by law to be disclosed', provided that
receiving party has notified the disclosing party immediately upon learning of the
possibility of any such court order or legal requirement and has given the disclosing party
a reasonable opportunity and co-operate with disclosing party to contest or limit the
scope of such required disclosure including application for a protective order.
e) Is disclosed with the prior consent of the disclosing party; or
f) The receiving party obtains or has available from a source other than the disclosing party
without breach by the receiving party or such source of any obligation of confidentiality
or non-use towards the disclosing party.
20. Entire Agreement
20.1. The Agreement constitutes the entire understanding between the Parties and any
amendment may be made in accordance with terms hereof.
21. Counterparts
21.1. The Agreement is being executed in two counterparts, each of which shall be deemed
an original but both when taken together constitute one and the same instrument. The
Company is retaining the original Agreement and the FuelEnt is retaining the counterpart.
22. Governing law and Jurisdiction
22.1. This Agreement and its interpretation, validity and performance shall be governed by the
laws of India.
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22.2. Courts at (___Respective High Courts of the State office___) shall have exclusive
jurisdiction with respect to any matter arising under or in relation to this Agreement.
22.3. The FuelEnt shall bear the cost of execution of the Agreement, including stamp duty and
any other levy, as payable under the Applicable Law.
DULY SIGNED AND EXECUTED ON THE EFFECTIVE DATE
FuelEnt The Company
Name: Name:
Designation: Designation:
Signature: Signature:
Date: Date:
Witnesses:
1. …………………………
2. …………………………
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DOOR TO DOOR DELIVERY RESELLERS
Annexure – A
Supply Location name Number of Mobile Dispensers
proposed
FuelEnt The Company
Name: Name:
Designation: Designation:
Signature: Signature:
Date: Date:
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