J. B. GOEL,j. ( 1 ) THIS is a petition under Section 20 of the Arbitration Act, 1940 (for short "theact") filed by M/s. Thompson Press (India) Ltd. (hereinafter called the petitioner)against U. P. State Road Transport Corporation, Lucknow (hereinafter called therespondent ). ( 2 ) THE case of petitioner is that in pursuance to the tenders invited by the respondentfor the printing and supply of blank Ticket Books , the petitioner s tender offer dated20. 10. 1994 (Annexure B-1 ) was accepted by the respondent vide their letter dated15. 12. 1994 (Annexure B) on the terms and conditions mentioned therein. Anagreement (Copy at Annexure A) is also alleged to have been entered into on5. 4. 1995. In pursuance of this contract, the petitioner had supplied the requisitenumber of blank ticket books as and when ordered by the respondent. The petitionerhad submitted their bills for payment for the price thereof but the respondentunreasonably withheld and delayed the payments for a long time in spite of repeatedletters of demand and at last the respondent had admitted liability to pay only Rs. 14,10,898. 00 and after long delay paid only Rs. 13,78,447. 00 on 26. 5. 1997. Balanceamount, security amount of Rs. 3,52,000. 00 and interest 21% per annum is payable bythe respondent which they have refused to pay. Petitioner has also claimed damages. The petitioner had issued various letters and notice of demand but to no effect. . Thereis an arbitration agreement contained in clause 21 of the agreement for resolving thedisputes through arbitration. The petitioner has accordingly filed this petition undersection 20 of the Act for appointment of an arbitrator. ( 3 ) THE territorial jurisdiction of this Court has been invoked on various grounds asmentioned in para 30 of the petition. In reply, respondent has disputed the claim ofthe petitioner and it is alleged that the petitioner had committed breach of the termsof the contract. It is alleged that there are no disputes, differences or claims whichneeds adjudication by any Court or by the Arbitrator. Territorial jurisdiction of thiscourt is disputed on the ground that cause of action wholly arose at Lucknow and notat Delhi, where the respondent s head office is situated. Learned counsel for therespondent has strongly contested the territorial jurisdiction of this Court. Territorial jurisdiction of thiscourt is disputed on the ground that cause of action wholly arose at Lucknow and notat Delhi, where the respondent s head office is situated. Learned counsel for therespondent has strongly contested the territorial jurisdiction of this Court. ( 4 ) THE following issue thus arises before proceeding further on merit:- "whether this Court has got territorial jurisdiction?" ( 5 ) LEARNED counsel for the petitioner has contended that this Court has jurisdictionon the following grounds:- 1. Part of cause of action arose at Delhi inasmuch as the tender waspublished in Delhi; 2. The orders were placed in Delhi: 3. Some payments were made in Delhi; 4. Under condition of the sale mentioned in the bills, disputes were subjectto the jurisdiction of Delhi Courts: ( 5 ) THE respondent has an office in Delhi and doing business for gain. Whereas learned counsel for the respondent has contended that the respondenthad invited quotations from Lucknow, the tender was accepted at Lucknow; paymentswere to be made at Lucknow, goods were to be supplied and actually delivered atlucknow and no cause of action or part of cause of action has arisen at Delhi. Delhioffice of the respondent was not concerned and had not contributed anything in thetransaction, as such this Court has got no territorical jurisdiction. ( 6 ) SECTION 2 (c) of the Act defines a Court as a civil Court having jurisdiction todecide the question forming the subject matter of the reference if the same had beenthe subject of a suit. In the case of claims arising out of contract, Section 20 of CPCenacts the rule as to the territorial jurisdiction of the Court. Hence the teritorialjurisdiction in respect of a proceeding under the Act will be governed by Section 20cpc. ( 7 ) A Court gets jurisdiction under Section 20 Civil Procedure Code if- 1. The defendant resides or carries on business or personally works forgain within the local limits of its jurisdiction; or 2. The cause of action arises, wholly or in part, within such limits. Under the Explanation to Section 20 CPC, a corporation is deemed to carry onbusiness at its sole or principal office and if it has a subordinate office at any place,then it will be deemed to carry on business at such place also, in respect of any causeof action arising at such place. Under the Explanation to Section 20 CPC, a corporation is deemed to carry onbusiness at its sole or principal office and if it has a subordinate office at any place,then it will be deemed to carry on business at such place also, in respect of any causeof action arising at such place. ( 8 ) TO decide the question of jurisdiction of a Court to entertain a suit based upon acontract regarding purchase of goods, three points arise for consideration:- 1. The place of contract; 2. The delivery of the goods: and 3. The payment for the goods. ( 9 ) IN deciding the questions as to where the contract is made, Section 4 of thecontract Act has to be taken into consideration. A contract is made where an offer ofone party is accepted by the other party. Thus, the place where offer of the petitioner was received and its acceptanceposted is the place where the contract is made. ( 10 ) IN pursuance of the quotations invited by the respondent, petitioner had submittedtheir tender/offer. It is not the case of the petitioner that the tenders were invited bydelhi office, nor that the tender offer was made by the petitioner at the Delhi office orthe acceptance was made by Delhi office of the respondent. On the other hand, thecase is that the respondent had invited quotations and petitioner had submittedtender which was accepted by respondent. Respondent is a corporation having itsprincipal/head office at Lucknow. Letter dated 15. 12. 1994 (Annexure "b") filed bythe petitioner is the letter of acceptance of the quotation/offer of the petitioner issuedby the responden from its Lucknow Office. It is also not the case of the petitioner thatthe contract between the parties was made at Delhi. Under clause 17 of the agreement (Annexure "a") relied by the petitioner, the petitioner was required to deposit securityin the shape of Call Deposit/fixed Deposit certificates of a nationalised bank dulypledged in the name of the Secretary of the respondent at Lucknow. It is thus clearthat the tender was issued from, tender offer was received and accepted at Lucknow. The contract was thus made at Lucknow. Simply because the offer may haveoriginated from the Delhi office of the petitioner would not be a relevant considerationfor determining the place of contract. It is thus clearthat the tender was issued from, tender offer was received and accepted at Lucknow. The contract was thus made at Lucknow. Simply because the offer may haveoriginated from the Delhi office of the petitioner would not be a relevant considerationfor determining the place of contract. ( 11 ) AS per clause 4 of the agreement (Annexure "a") relied by the petitioner, thedeliveries of the printed BT books were to be made by the petitioner at the headquartersoffice of Uttar Pradesh State Road Transport Corporation, Parivahan Bhawan, Tehrikothi, Lucknow at their own risk and cost: under clause 13 of this agreement, allcharges, such as packing, sales tax, forwarding, transportation were to be borne bypetitioner and under clause 14, the delivery was to be accepted after being checkedand verified at the office of the Corporation and receipt therefore to the issued by theasstt. Manager (Tickets) and the petitioner was to be responsible for any loss orshortage of the books found at the time of checking. It is clear from these terms thatthe delivery was to be made at Lucknow. ( 12 ) BILLS for payment were to be presented at and the payment thereof was payableat Lucknow. It is not shown by any document that the payment was to be made atdelhi. Simply because the petitioner is located at Delhi and some payments werereceived by them at Delhi, that in itself will not confer any jurisdiction on this Court. The petitioner has also taken the plea that it is mentioned in the bills of thesupplies that the Delhi Court alone would have jurisdiction. This circumstance will notconfer jurisdiction on Delhi Court as this was not the terms agreed in the agreementbetween the parties. It is well established that the place where the cause of actionarises in respect of any contract must be determined with reference to the terms ofthe original contract itself and not by any subsequent unilateral act of any party. ( 13 ) THUS, all the three conditions, i. e. , the place of contract, the place of delivery ofgoods and payment to be made, took place at Lucknow. If there is any default inmaking payment, breach of contract or any dispute or difference arising out of thiscontract, only the Lucknow Courts will have territorial jurisdiction to entertain anddecide the dispute. If there is any default inmaking payment, breach of contract or any dispute or difference arising out of thiscontract, only the Lucknow Courts will have territorial jurisdiction to entertain anddecide the dispute. ( 14 ) LEARNED counsel for the petitioner has also emphasised that a branch office ofthe respondent is situate at Delhi and this gives jurisdiction to this Court. As alreadynoticed, it is not the case of the petitioner that the tender was invited by or wassubmitted to or was accepted by the Delhi office. Section, 20 CPC, except theillustrations, reads as under:- "20. Subject to the limitations aforesaid, every suit shall be instituted in acourt within the local limits of whose jurisdiction - (A) the defendant, or each of the defendants where there aremore than one, at the time of the commencement of the suit, actuallyand voluntarily resides, or carries on business, or personally worksfor gain: or (E) the cause of action, wholly or in part, arises. EXPLANATION: A corporation shall be deemed to carry on business at its soleor principal office in India or, in respect of any cause of action arising at anyplace where it has also a subordinate office, at such place. ( 15 ) CLAUSES (A)AND (b) of Section 20 inter alia refer to a Court within the local limitsof whose jurisdiction the defendant "carries on business" and clause (e) on the otherhand refers to a Court within the local limits of whose jurisdiction, the cause of actionwholly or in part arises but defendant may not be carrying on business there. Thescope of Explanation to Section 20 Civil Procedure Code which applies to a corporation has beenexplained in M/s. Patel Roadways Ltd. Vs. M/s. Prasad Trading Company MR1992 SC 1514 where it has been observed that this Explanation is in two partsdisjuncted by the word "or". The first part of the Explanation applies only to such acorporation which has its sole or principal office at a particular place. In thatevent, thecourt within whose jurisdiction the sole or principal office of the defendant is situatedwill also have jurisdiction even though no cause of action may arise there as it wilt bedeemed to carry on business at that place because of the fiction created by theexplanation. In thatevent, thecourt within whose jurisdiction the sole or principal office of the defendant is situatedwill also have jurisdiction even though no cause of action may arise there as it wilt bedeemed to carry on business at that place because of the fiction created by theexplanation. The latter part of the Explanation takes care of a case where thedefendant does not have a sole office but has principal office at one place and hasalso a subordinate office at another place. If the case falls within this letter part, it isnot the Court within whose jurisdiction the principal office of defendant is situated butthe Court within whose jurisdiction it has a subordinate office which alone shall havejurisdiction "in respect of any cause of action arising at any place where it has also asubordinate office" (emphasis supplied ). ( 16 ) IN other words, under this Explanation, a suit can be filed against a Corporationwhere its subordinate office is situated only in respect of a cause of action arising atthe place where it has its subordinate office. In the present case, no part of cause ofaction has arisen e; Delhi but at L -know. As such, the Explanation would not beavailable to conferjurisdiction on this Court simply because the respondent corporationhas a branch office in Delhi. ( 17 ) THIS Court thus has no territorial jurisdiction to entertain and try this petition. ( 18 ) THIS petition be, therefore, returned to the petitioner for being presented beforea Court of competent jurisdiction. Petitioner shall pay costs of these proceedings to the respondent assessed atrs. 5. 000. 00. ( 19 ) IN the written submission, it is also contended that the condition to furnishsecurity was beyond the terms of the offer. This objection has not been taken in thepetition. The respondent had demanded and the petitioner had agreed and givenconfirmation to furnish such security of 5% in his letter/telegram available at page 4of his documents. This condition thus also forms part of his tender. The petitionercannot deny that this condition does not form part of the contract. This obviously is anafterthought. IN the result, this petition has no merit and is accordingly dismissed with costs,assessed at Rs. 5,000. 00. I. A. No. 1157/83 and I. A. 1349/83 are also dismissed. OMP 49/83 and I. As. No. 1157/83 and No. 1349/83 are disposed of.