Agreement
Between A Company And Sole Selling Agents[CD1]
THIS AGREEMENT made on this
.. day of . BETWEEN . Ltd. (hereinafter referred to as the company ) having its
registered office and factory at .. , of the one part and .. Ltd., carrying on
business at . ( hereinafter called the sole selling agents ) of the other part.
WHEREAS the company is
engaged in the manufacture of cotton and textiles polyester fiber yarn
suiting’s and shirting’s.
AND WHEREAS the sole-selling
agents are the whole-sale traders in suiting’s and shirting’s and other textile
goods in north India with headquarter at Delhi.
AND WHEREAS the company in
its general meeting held on has decided to appoint . Ltd. as the sole-selling
agents for northern India for whole-sale business of the companies manufactured
suiting’s and shirting’s and the Central Government has also approved the
appointment of the said sole-selling agents vide letter NO..dated
AND WHEREAS it is agreed
between the parties that the company shall appoint Ltd. as the sole selling
agents for the suiting’s and shirting’s manufactured by the company and the
said .. Ltd, have agreed to act as the sole-selling agents for the company.
NOW THIS AGREEMENT WITNESSES
AS FOLLOWS :
(1) That
the company appoints . Ltd, Delhi as the sole-selling agents for the North
India including the States of . for the suiting’s and shirting’s manufactured
by the company and the said sole-selling agents will have the exclusive right
and authority to sell whether in cash or on credit and procure the orders for
sale of the said product of the company in any manner in the territories
mentioned above.
(2) The
appointment of sole-selling agents shall take effect from 1st day of., and
shall operate for a period of five years from the said date without prejudice
to the right of reappointment but subject to the approval by the Company in
general meeting and also subject to the approval by the Central Government as
required under section 294 of the Companies Act, 1956, and Rule 2 of the
Companies (Appointment of Sole Agents) Rule, 1975.
(3) The
sole-selling agents shall have the right to operate in the entire territories
of North India as mentioned above either directly or through their branch
offices, associates or sub-agents for giving effect to this agreement.
(4) The
sole-selling agents in consideration their selling and procuring orders for the
sale of the companies products shall be paid a commission at a rate not
exceeding 30% but determinable by the mutual agreement of the parties at the
commencement of every year on sales effected by them at agreed intervals of
time on the amount actually collected by them in accordance with the incentive
rates on the amount collected, agreed to, and described in the Schedule
hereinafter annexed.
(5) The
sole-selling agents hereby covenant :
(i)
That they will exclusively
engage in the sale of the companies products to the best of their efforts and
shall not engage in the sale of similar or identical products of other
manufactures.
(ii) That
they will protect preserve and maintain patents and trade mark of the companies
products sold by them in all possible manner at their own cost and will never
allow others to use the same unauthorizedly.
(iii)That
they will keep and maintain the full and complete accounts of the sale of the
companies products, area-wise and region-wise and submit quarterly reports of
sale, stock in hand, realization of credit bills and any other information as
may be desired by the company at any time or from time to time;
(iv)
That they will not create
any obligation involving payments either in cash or king on behalf of the
company and shall not assign the interest, rights and obligations arising out
of these presents to any third party;
(v) That
they shall keep the company will informed of the demands of the companies
products arising in the territories of their operation from time to time.
(6) The company also hereby
covenants as under :
(i)
That it shall provide the
sole-selling agents complete catalogue, instruction books, circulars for
promoting sales of its products and publish advertisements in local and
regional newspapers for promoting sales of the companies products.
(ii) That
it shall execute orders placed by the sole-selling agents with all reasonable
dispatch
(iii)That
it shall not entertain and execute direct orders from the territories assigned
to the sole-selling agents and in case any orders are received by it the same
shall be passed on to the sole-selling agents and they will be paid commission
20% on such orders.
(7) The parties hereto
hereby agree as under :
(i)
That nothing contained
herein shall prejudice the rights of the company to appoint another selling
agents in any of the aforesaid States or to open its own retail shop in writing
where it is found necessary to promote public distribution system or to execute
any special programmed of the Government of India. However, so the company
shall obtain prior consent in writing of the sole-selling agents in that
behalf.
(ii) That
the retail price of the product shall always be determined by the company in
consultation with the sole-selling agents.
(iii)That
the agreement is renewable subject to mutual consent of the parties hereto on
the expiry of five years.
(iv)
That the agreement may be
terminated by either party on giving six months, notice in advance to the other
party in writing but by registered post.
(v)
That any dispute arising
between the parties hereto shall be referred to the sole arbitrator Shri
…………………………..and the decision/award of such arbitrator shall be binding upon the
parties hereto.
(vi)
That the Delhi courts will
have the sole and exclusive jurisdiction of decide the issues in dispute
between the parties hereto.
IN WITNESS WHERE OF the
parties hereto have signed this agreement on the day and year first written
above.
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