TRIPARTITE AGREEMENT FOR E-PAYMENT OF FREIGHT
The agreement is made on this........ day of …………….. 2016 among the President of India as represented through Chief Commercial Manager (FM), South Eastern Railway, 14,Strand Road (8th Floor), Kolkata – 700001 (hereinafter referred to as “The Railway” which expression shall be deemed to include its successors and the assigns) of the FIRST PART
AND
M/s…………………………, a company registered under the Company’s Act, 1956 and having its Registered Office at ……………………………. (here in after referred to as the “Consignor/Consignee” which expression shall, unless repugnant to the meaning or context hereof, include its successors and permitted assigns) of the SECOND PART
AND
(Name & Address of the Bank ) having its central office at (Address).……………………………. (here in after referred to as “The Bank” which expression shall be deemed to include its successors and assigns) of the THIRD PART.
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Name : Name : Name :
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“Railway”, “The Consignor/Consignee” and “The Bank” shall be collectively referred to as “Parties”.
WHEREAS
i)The Railway transport goods from one railway station to another railway station.
ii)Consignor/Consignee utilize the service offered by railway for transportation of it’s …..(Name of Commodity) and any other permissible commodity from one railway station to another railway station.
iii)For the purpose of availing said services of the transportation, the “Consignor/Consignee” is required to pay freight to railway at the originating station.
iv)The Bank who is providing Banking services to the “Railway” and the “Consignor/Consignee” have agreed to pay freight by transferring the funds electronically in respect of the freight transaction from the Consignor’s/Consignee’s account to the Railway’s account maintained with the Bank.
v)Utilized the services of Bank for receipt of the freights on the terms and conditions as appearing in this agreement.
In the above contexts and for mutual considerations, it is agreed to by and amongst the
“Railways,” “Consignor/Consignee” and the “Bank” as follows:
1.This agreement will cover freight charges payable by the Consignor/Consignee from the date of this agreement or a mutually agreed date.
2.This agreement shall be valid upto ……………. (according to LC/BG) from the date of its signing, subject to review and re validation of the required LC/BG every year and would be extendable further by mutual consent of the “Parties”.
3.The freight payment will be drawn by the Railway from “Consignor’s/Consignee’s Bank by utilizing its Freight Operations Information System (FOIS), which has connectivity with the Bank’s server/system through the Centre for Railway Information System (CRIS).
4.M/s……………………... will nominate ……………………..(Name & Address of the Branch of Party’s Bank) as a nodal branch of ….………..(Name of Party’s Bank)…………. for transferring of funds in respect of all the transaction taking place at ………………………*( All Stations over South Eastern Railway / Name of Station(s) over S. E. Railway) to …………………….( Name of Destination Station(s)/All Stations over Indian Railways) and also at ………………(Name of the Station(s) over South Eastern Railway) to All Stations over Indian Railways.
*Strike out which is not applicable.
5.Regular Payment Mechanism :
a)Flow of funds to South Eastern Railway will be arranged from a Dedicated Account which will be opened by M/s.……………………..at …………………….(Name & Address of the Branch of Party’s Bank) with an allocated credit limit of Rs. …………….. (Rupees ……………………. only ) equal to 2 (two) days’ average freight of the Total Freight during the highest Freight Transaction Month of the last financial year (based on Actual Days of Transaction in the concerned Month) paid by M/s……………………... to South Eastern Railway.
b)M/s……………………... shall arrange to recoup on every Bank working day, the amount of freight paid by their Banker out of the above dedicated account for the immediate previous day /days in case of Bank holidays. A day is defined a zero hour to twenty four hours as it is in vogue on Indian Railways.
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Name: Name: Name:
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6.Default Payment Mechanism:-
a) M/s…………………….... shall open an Irrevocable Letter of Credit (LC) in favour of FA & CAO, South Eastern Railway, Kolkata with …………………….………………….(Name & Address of the Branch of LC issuing Bank) for an amount of Rs. …………….. (Rupees ………………only ) towards Security Deposit equal to 2 (two) days’ average freight of the Total Freight during the highest Freight Transaction Month of the last financial year (based on Actual Days of Transaction in the concerned Month) paid by M/s…………………….... to South Eastern Railway.
OR
M/s…………………….... undertake to provide Bank Guarantee (BG) in favour of FA & CAO, South Eastern Railway, Kolkata issued by ………………….(Name & Address of the Branch of BG issuing Bank) for an amount of Rs……………(Rupees ……………………only ) towards Security Deposit equal to 2 (two) days’ average freight of the Total Freight during the highest Freight Transaction Month of the last financial year (based on Actual Days of Transaction in the concerned Month) paid by M/s…………………….... to South Eastern Railway.
b)The amount of security deposit (LC/BG) hereinabove mentioned shall be reviewed every year based on the freight transaction figure of M/s…………………….... during the last financial year and any demand for additional security deposit (LC/BG) determined in the aforesaid manner by the “Railway” shall have to be furnished by M/s……………………....forthwith. The “Railway” will be entitled to claim and recover from ……………………………………….………………….(Name & Address of the Branch of Party’s LC/BG issuing Bank) equal to the amount of the LC/BG funds at any time without derogation to the rights of realizing the same towards freight charges recoverable from M/s…………………….....
c)This LC/BG should be valid for ………. months from the date of commissioning of the e-payment facility with a provision permitting its encashment up to 15/90 days after the validity period of LC/BG, if required. The Rupee amount of LC/BG will be the upper limit for which “Paid E-RR” can be issued by the System without receiving any positive confirmation from the Bank regarding collection of fund from M/s……………………...... The LC/BG will be operated only as a default mechanism i.e. will be as stand by LC/BG. If the invoice date is within the last date of validity period of LC/BG, then the transaction will be processed at ……………………………………….………………….(Name & Address of the Branch of Party’s LC/BG issuing Bank) even if these requests come after the date of validity period of LC/BG but before expiry of the validity of the LC/BG of M/s……………………......
7.That M/s…………………….... undertakes to clear, without fail all arrears of payment due to Railways arising in terms of this agreement, as communicated by the Railways.
8.The transactions of freight charges made through e- payment systems will be “Paid” and “To-pay”.
9.Railway will be entitled to claim and recover from the bank funds within the value of LC/BG for E-RR(Paid ) for which payment is pending /not received from Bank through the systems. This amount will be recoverable on a written intimation to this effect from Sr.Divl.Comml.Manager, South Eastern Railway, Adra, Chakradharpur, Kharagpur & Ranchi. This communication from Sr.Divl.Comml.Manager shall be tantamount to filling of claim by the Railway under the LC/BG. The bank will have to make payment within three days from the date of Intimation /Communication in case of LC.
10.The bank will function in accordance with the Focal Point Branch (FPB) Scheme for Reporting, Reconciliation and Settlement of such transactions.
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PROCEDURE IN THE FIELD OFFICES
11.A separate category of Railway Receipt called “E-RR”, which may be “Paid” or “To-Pay” will be issued under the e-payment scheme.
12.In the e-payment scheme the authorized railway official at the Forwarding Station will give a command electronically to the system to prompt the Bank for collection of freight charges through e-payment system. The request for collection of freight shall contain rake-wise RR amounts and such request shall flow to the Bank’s Branch ……………………..(Name & Address of the Branch of Party’s Bank).
The Bank on receipt of such an advice through the Railway’s Terminal Management System(TMS) will immediately collect the requisitioned funds automatically from the Consignor’s/Consignee’s account at ……………………..(Name & Address of the Branch of Party’s Bank) and electronically credit the same to South Eastern Railway’s account immediately during Bank’s business hours or at the start of the next business day if such a transaction takes place after close of Bank’s business hours (Bank’s business hours being 10:30 hrs. to 16:00 hrs. on Monday to Friday and 10:30 hrs. to 13:00 hrs. on Saturday) except communication failure. Normally a request from FOIS to the Bank for electronic payment will be responded within 150 seconds and in case the waiting period exceeds 150 seconds, then the procedure outlined in this agreement under exigencies will be invoked. On initiation of a transaction for collection of freight charges for any rake, TMS will permit issue of a “Paid E-RR” so long as the number of E-RRs in the payment pending list does not exceed the E-RR limit as explained in Para No. 14.
13.TMS will ensure that E-RR limit is never allowed to be exceeded. If a transaction is initiated after E-RR limit account has been reached in the Payment Pending List, a “To-Pay E-RR” will be issued with levy of usual “To-Pay” Surcharge.
14. TMS will maintain a “Payment Pending List” to indicate the on line account of number of rakes for which E-RRs have been issued without receipt of a positive confirmation of collection of freight charges from the Bank. When the amount of freight collection advice is received from the Bank, the corresponding transaction will be taken off the “Payment Pending List” adjusting the corresponding on line account accordingly.
15. If a positive confirmation of collection of freight charges from Bank is received in response to a transaction for collection of freight charges, TMS will permit issue of a “Paid E-RR”. However, if Bank sends a message of Insufficient Funds, system will issue “To-Pay E-RR”.
16. If no positive confirmation regarding collection of amount of freight from M/s…………………….... is received within 150 seconds from the Bank due to any reason whatsoever, then TMS will issue E-RRs (Paid) subject to conditions as laid down under the head of “PROCEDURE IN CASE OF EXIGENCIES” in this agreement.
17.When the amount of freight collection advice is received from the Bank, the corresponding transaction will be taken off the “Payment Pending List” adjusting the corresponding on line account accordingly.
18.The command requesting collection of freight against a particular transaction will include its complete details viz. Invoice Number, Date of Loading (i.e. Date of generation of Invoice Number by the System), Station From, Station To, Commodity, Name of Consignor and Consignee, Freight Charge Due, Name and Code of the Bank, LC/BG Number with validity period and System’s Date and Time of triggering this task to the interface device between TMS and the Bank.
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19.After successful collection of the requisite amount, the Bank will communicate its confirmation in an encrypted form including all the booking details viz. Invoice Number, Date of Loading (i.e. Date of Generation of Invoice Number by TMS), Station From, Station To, Commodity, Names of Consignor and Consignee, Freight Charge Credited and to be Credited to the FA & CAO of the South Eastern Railway, Name and Code of the Bank and System’s Date and Time of effecting this transaction to the CRIS interface, which in turn will communicate this details to the Loading Point through TMS.
At the Loading Point (TMS Device Location) the system will display a message confirming successful completion of transaction to the Terminal Operator.
20.Transaction ID given by the Bank, FOIS Transaction Time, Customer Code, LC/BG Number, validity period of LC/BG, Customer’s Bank Branch and Branch Code, Railway’s Bank Account Number, Bank’s Name and Branch Code shall be printed on RR generated through E-payment. A copy of Payment Advice will be generated from the System which shall be dispatched by the Station to Cash Office along with Cash Remittance Note and will be treated as Challan.
21.The Bank shall generate a daily list of transactions incorporating all details given in Para- 18 above which shall be sent to Focal Point Branch of the Banker of the Originating Railway and “Remittance into Bank” section of HQ Books Section shall reconcile the transactions based on daily listing received through FPB and Treasury Remittance Note (one earmarked copy of RR) received from Cash Office.
22.At the close of each day at 24:00 hrs, based on Transaction Message received from TMS and the Bank, the interface will generate a transaction-wise re-conciliation report for the information of FA &CAO (TA) and CCM (FM) of both Originating and Terminating Railways. FA & CAO (TA) and CCM(FM) of the respective Zonal Railways will also get a Daily Statement from TMS in respect of station-wise successful transactions made on each day upto 24:00 hrs. on the previous day for reconciliation with Bank’s Statement. Copy of these statements will also be given to the Consignor/Consignee for reconciliation at their end. However, reconciliation procedure for remittance into Bank transaction in the Book Section shall be as per FPB scheme as per Para-21 above.
23.Electronic Payment System will be a 24 x 7 facility under which transactions will be made round the clock and all the days of the year. Freight received till the close of the business hours of the Bank Branch under this arrangement shall be accounted for on the same working day for the purpose of Financial Settlement between the Bank and Railways. However, payments received electronically after the close of business hours of the Bank Branch will be credited to the designated account of FA & CAO of South Eastern Railway in the next working day’s receipts.
PROCEDURE IN ACCOUNTS:
24.Cash office shall treat the Payment Advice issued in terms of Para-20 above as TR note for the purpose of Accounting and Reporting.
25.In Traffic Accounts Office, the present practice of checking the credits taken by Stations in their Balance Sheets for Bank remittances with reference to Cash Check Sheet prepared by Cash Office shall continue. Like-wise, the practice of reconciliation of remittances into Bank being done with the daily scrolls and date-wise monthly statement received from Focal Point Branch (FPB) and that of later with the clearance memo received from RBI, CAS Nagpur shall continue.
26.There shall be a Bank System generated daily statement stating details of the Total Freight Accrued, Total Freight Credited on that day and amount to be Credited on the next working day. This daily statement shall be available on TMS for information of stations concerned and reconciliation by Traffic Accounts Office, concerned Sr. DCMs, S.E.Railway, Adra, Chakradharpur, Kharagpur, Ranchi, CCM(FM) of South Eastern Railway, Bank Branch of the Railway and M/s…………………….....
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27.The amount of freight so collected by the Bank shall be settled with RBI, CAS, Nagpur in line with the applicable procedure / guidelines as may be prescribed by RBI from time to time.
PROCEDURE IN CASE OF EXIGENCIES
28.In the event of failure of communication between the FOIS, CRIS and Bank server either before any transaction details can be sent to the Bank or after a transaction message is sent for payment and consequently no confirmation for transfer of funds or otherwise is received at the TMS Location, a facility will be provided to send a system generated alert message wherever possible to the concerned authorities (i.e. Originating Station, concerned Sr. DCMs, South Eastern Railway, Adra, Chakradharpur, Kharagpur, Ranchi, FA & CAO(T), CCM, South Eastern Railway) both by Bank and FOIS system.
29.The Goods Clerk/System will send request for e-payment to the Bank every hrs. till Fund Collection Advice (Successful Transaction Message) is received from the Bank. The corresponding transaction, thereafter, will be taken off the Payment Pending List duly adjusting the corresponding on line E-RR count.
30.The Rupee amount of the LC/BG will be the upper limit for which “Paid E-RR” can be issued by the System without receiving any positive confirmation from the Bank regarding collection of funds from M/s……………………......
31.TMS will maintain a payment pending list to indicate the freight amount and other relevant details about the “Paid E-RRs” issued without a positive confirmation from the Bank about transfer of funds. All transactions included in the Payment Pending List indicate the freight amount due to railway on account of E-RRs issued without positive confirmation from the Bank.
32.TMS will ensure that the cumulative on line rupee amount indicated in the Payment Pending List must never be allowed to exceed the amount of LC/BG.
33.In the event of failure at the system end either for Bank or FOIS servers, likely rectification time whenever practical, should be indicated either through e-mail or telephone to the concerned authorities as detailed in the Para No. 28.
34.The consignment is booked under e-payment scheme, Diversion or Dump Depot Booking of such consignments shall not be made till the relevant software is ready. Till that time, such transactions will have to be accounted for manually.
35.If the TMS device of the loading point fails to function at any stage, the Sr. DCM of the Division, over which the loading station lies, will ensure that the requisite data are fed in the System through the proxy reporting from the adjoining Location or Divisional Control Office and that the RR is generated in TMS system and freight collected through E-Banking well in time. However, RR will be printed at the goods originating point only on restoration of normal operation. Such transaction will be accounted for in Originating Station’s Balance Sheet.
36.In case a failure is anticipated to last for more than five days, CCM will be apprised and he will decide whether to declare this failure as a Prolonged Failure. If a failure is declared as a Prolonged Failure by the CCM, e-payment facility will be discontinued and payment shall be arranged by M/s……………………...... as per conventional system. In all such cases, e-payment system will be reintroduced through a notification by CCM based on a written certification by the Bank and CRIS/FOIS.
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37.In case limit of rupee amount of LC/BG has been fully exhausted, then e-payment facility will be automatically discontinued and payment shall be arranged by M/s……………………...... as per conventional system. In all such cases, e-payment system will recommence after availability of necessary rupee amount for processing subsequent RRs.
WITHDRAWAL / TERMINATION
38.In case of frequent system failures leading to lack of communication between the TMS and the Bank, the electronic payment facility will be withdrawn by the Railway and manual system of payment shall be introduced. Railway will give a notice of 14 days from the date of issue to M/s……………………..... and the Bank before terminating the Tripartite Agreement. The Tripartite Agreement can also be terminated by either of the “Parties”, i.e. M/s……………………..... and the Bank after giving a similar notice of 14 days.
39.MISCELLANEOUS
i.All policy circulars issued by Railways for implementation of Terminal Management System (TMS) shall be read in conjunction with this agreement.
ii.Any dispute regarding levy of “To-Pay” surcharge etc. will be resolved by General Manager of South Eastern Railway.
iii.The Consignor’s/Consignee’s Banker shall develop a suitable Payment Gateway Connectivity arrangement with CRIS at its own cost.
iv.The Consignor’s/Consignee’s Banker shall arrange at its own cost necessary software and hardware infrastructure to receive details of on line Railway Receipt from the Railway’s Banker. This system will be a 24 x 7 facility under which transactions will be made round the clock and on all the days of the year.
v.In the event of any question, dispute or difference arising under this Agreement or in connection with this contract (except as to any matters the decision of which is specially provided for by the terms and conditions of this agreement), the same shall be referred to the sole arbitration of the Gazetted Railway Officer appointed to be the arbitrator by the General Manager, South Eastern Railway. The Gazetted Railway Officer to be appointed as arbitrator however, will not be one of the those who had an opportunity to deal with the matters to which the contract relates or who in the course of his duties as railway servant has expressed views on all or any of the matters under dispute or difference subject to the provision of the Arbitration & Conciliation Act,1996. The award of the arbitration shall be final and binding on the “Parties” to this contract.
In the event of the arbitrator dying, neglecting or refusing to act or resigning or being unable to act for any reason, it shall be lawful for the authority appointing the Arbitrator to appoint another Arbitrator in place of the out going Arbitrator in the manner aforesaid.
It is further a term of this contract that no persons other than the persons appointed by the authority as aforesaid should act as Arbitrator.
The cost of the Arbitration will be equally borne by the respective parties unless otherwise determined by the Arbitrator. The cost of the Arbitrator shall inter-alia include fee of the Arbitrator, as per the rates fixed by the Railway Administration from time to time.
The Arbitration and Conciliation Act, 1996 and the rules thereunder and any statutory modifications thereof for the time being in force shall be deemed to apply to the arbitration proceedings under this clause. However, if the above arbitration process is unable to resolve the issue, the dispute will be referred to the high powered committee functioning in Cabinet Secretariat before going to any Court /Tribunal for Relief /Redressal.
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The venue of the arbitration shall be the place from which the acceptance letter is issued /the Contract Agreement is signed or such other place as the Arbitrator at his discretion may determine.
In this section the authority to appoint the Arbitration includes, if there is no such authority, the officer who is for the time being discharging the functions of that authority, whether in addition to other functions or otherwise.
vi.The Consignor/Consignee shall be bound by the debits made by the Bank for the transactions carried out as per this agreement. If there is any dispute, concerning the amount debited to the Bank Account of the Consignor/Consignee the matter shall be resolved in terms of clause 39(v) of the Agreement.
As far as possible Railways and the Consignor/Consignee will resolve all disputes mutually. However, in case of failure in arriving at a solution and if both the parties come to the conclusion that disputes can not be solved without involvement of ……………………..(Name & Address of the Branch of Party’s Bank) then ……………………..(Name & Address of the Branch of Party’s Bank) shall facilitate resolution of such dispute but shall not incur any liability in respect of claims between Railways and the Consignor/Consignee, except where it is established through the transactions etc. that the Bank is liable in respect of any Claim/Claims in dispute on account of any Errors, Mistakes or Malfunctioning of System /Software/Processor made available by the Bank or their agents. In the event of the Bank refusing to accept their liabilities in such matters, the said Disputes/Claims shall be resolved through Arbitration, in terms of clause 39(v) of the agreement.
Vii. Any addition, alteration, renewal and extension of agreement may be made with the mutual consent of all the Parties.
Viii. If not provided otherwise in the agreement, all Notices to be given by the Railway Administration and all other action to be taken on its behalf may be given or taken by Dy.CCM(FS) or any other Officers for the time being entrusted with the functions, duties and powers of Dy.CCM(FS).
ix. In case breach of any of the conditions mentioned herein this agreement shall be liable to be terminated by mutual discussion and Agreement.
x. All disputes are subject to the jurisdiction of the High Court, Calcutta and / or its subordinates Courts only.
xi. The Agreement shall be governed by the laws of the land for the time being in force in the Republic of India.
xii. Any systematic improvement through modification to the provisions of this Agreement shall be done with mutual consent by all the Parties to the agreement after a period of 3 months from the date of this agreement, and changes, if necessary shall be incorporated in the agreement suitably.
Xiii. The execution of above Agreement will be in accordance with existing Tariff/Manual Provisions and Policy/ Procedures issued or to be issued from time to time by the Railway.
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IN WITNESS WHEREOF the Parties hereby have set their hands on the _____ day of _____________________, 2016 at Kolkata.
SIGNATURE WITNESS
For & on behalf of the President of India 1) Signature ________________
Represented by Name :
Chief Commercial Manager (FM), Designation :
South Eastern Railway,
14, Strand Road (8th floor),
Kolkata – 700001.
2) Signature ________________
Name :
Designation :
SIGNATURE WITNESS
Name :
Designation :
For & on behalf of the “Consignor/Consignee”, 1) Signature ___________________
M/s…………………………. Name :
Address : Designation :
Regd. Office :
2) Signature ___________________
Name :
Designation :
SIGNATURE WITNESS
Name :
Designation :
For & on behalf of the Bank, 1) Signature ___________________
(Name & Address of the Branch Name :
of Party’s Bank). Designation :
2) Signature ___________________
Name :
Designation :
