AGREEMENT BETWEEN
MANUFACTURER AND SOLE SELLING AGENTS WITHCANVASSING RIGHTS [CD1]
THIS AGREEMENT made on this ......... day of
......... 2000, between XYZ
Pharmaceuticals
Ltd., a company incorporated under the Companies Act, 1956 and having its
registered office at ......... hereinafter called "the company"
(which expression shall, unless it be repugnant to the context or meaning
thereof, be deemed to mean and include its successors and assigns) of the ONE
PART; and ABC Pharmaceuticals Distributors Ltd., a company incorporated under
the Companies Act, 1956 and having its registered office at ...... hereinafter
called "the distributor" (which expression shall, unless it be
repugnant to the context or meaning thereof, be deemed to mean and include its
successors and assigns) of the OTHER PART:
WHEREAS
the company is engaged in the manufacture of several medicines and has decided
to appoint a sale selling agent for the whole of India with canvassing rights
and the distributor has agreed to work as such; and
WHEREAS
the distributor is being appointed at sole selling agents having
exclusive
right to sell the medicines manufactured by the company in whole of
India;
and
WHEREAS
the Board of Directors of the company is making this appointment, subject to
its approval by the company in its first annual general meeting held after the
date of this appointment and approval by Central government.
NOW
THIS AGREEMENT WITNESSETH AS FOLLOWS:
1.
The company appoints the
distributor as sole selling agents for the sale of all the medicines
manufactured by it in the whole of India and the distributor agrees to act as
such sole selling agents for the whole of India on the terms and conditions
contained herein.;
2.
The appointment will be for
a period of five years commencing from the date of this agreement. However, it
may be extended for further periods not exceeding five years on each
occasion.
3.
The distributor shall
canvass for, secure orders and push the sale of the medicines manufactured by
the company to the best of its ability and experience in the whole of India and
guarantees to secure orders for the sale of medicines to the extent of the
value of Rs. .......... in a year commencing from the date of this agreement.
4.
The distributor will
advertise the company products at its own cost and expenses by advertisements
in newspapers, journals, magazines, cinema slides or by any other means.
However, the company may advertise at its own costs at its discretion whether
in newspapers, journals, cinema slides or by any other means and shall indicate
the name of the distributor as its sole selling agents.
5.
The distributor shall employ
medical representatives at its own cost and expenses for canvassing the company
products amongst the doctors, hospitals, nursing homes, etc. The distributor
shall also employ servants, staff at its own cost and expenses for doing the
business of sole-selling agency.
6.
The distributor will be
entitled to appoint sub-agents for any State/District or any particular area in
the country and on such terms and conditions as the distributor may think fit.
However the company shall not be liable for any dealing between the distributor
and its sub-agents.
7.
The distributor shall submit
to the company weekly return of the business secured, the doctors and hospitals
approached and canvassed during the previous week.
8.
The distributor shall
forward to the company the orders booked and enquiries received by it not later
than two days from its booking. The distributor shall remit the money received
by it in advance from the customers to the company and an account thereof shall
be submitted to the company every Friday.
9.
The distributor shall not
make any representation on behalf of the company except in conformity with the
instructions issued by the company.
10.
The distributor shall book
orders of the company's products on the terms and conditions mentioned in the
Schedule attached hereto. The terms and conditions shall be subject to change
by circulars or instructions by the company from time to time and the distributor
will be bound to follow the instructions issued by the company from time to
time.
11.
The company shall pay a
commission of ......... % on all orders received directly or indirectly from
the customers through the distributor, which have been executed by the company.
The company shall make payment of the commission to the distributor at the end
of every month.
12.
During the term of this
contract, the distributor shall not sell or attempt to sell the medicines for
any other Indian or foreign company.
13.
The agency may be terminated
by the company, at any time during the agency period of five years, after
giving one month's notice thereof, in case the distributor fails to comply with
the instructions issued by it or if it omits to comply with its obligation
imposed upon it under this agreement or if the distributor fails to obtain or
procure orders for the minimum guaranteed amount or if the company feels that
the distributor is guilty of any conduct, which is prejudicial to the interest
of the company and in this matter the decision of the Board of Directors of the
company will be final. The distributor may also terminate this agreement at any
time during the agency period, after giving one month's notice thereof, if the
company fails to execute the orders booked by the distributor or if the
medicines supplied by it are sub standard or if the company without just cause
withhold the payment of the commission due to the distributor under the
agreement for a period of three months.
14.
The distributor shall be
responsible to make the payment of the medicines supplied by the company on the
orders received by the distributor, if the constituent to whom medicines were
supplied by the company refuses to pay for the same within two months of the
receipt of medicines. The distributor shall be liable as the surety for the
payment of orders booked by it.
15.
The distributor shall
deposit a sum of Rs.......... with the company to ensure the obligations
imposed upon it under this agreement. The said sum shall not carry any
interest. The said sum will be repayable to the distributor after one month of
the termination of the agreement after adjustment of accounts between the
parties.
16.
Any and all disputes,
controversies, differences arising between the parties hereto out of or in
relation to this agreement or any breach thereof shall be finally settled by
arbitration by two arbitrators, one to be appointed by each party to the
dispute and the arbitrators shall, before taking upon themselves the burden of
reference appoint an umpire. The award given by the arbitrators or umpire as
the case may be, shall be, final and binding on the parties.
17.
At the termination of this
agreement whether by efflux of time or otherwise, the company shall not be
liable to pay any commission to the distributor for the orders received after
the expiry of agency period.
18.
This agreement shall be
executed in duplicate. The company shall retain the original and the
distributor the duplicate. Each party shall bear the stamp duty payable in respect
of its copy.
19.
Unless otherwise agreed
upon, the respective addresses for communication in respect of any matter
relating to this agreement shall be as under:
For
the Company:..........................
For
the Distributor:........................
IN
WITNESS WHEREOF the parties have caused their common seal to be affixed to
these presents and a duplicate thereof, the day, month and year first;
hereinabove mentioned.
Schedule
The
common seal of XYZ Pharmaceuticals Ltd.
was
hereunto affixed pursuant to the Resolution of its
Board
of Directors passed on.......... day of .......... 2000,
in
the presence of S/Shri .......... and ........... directors
of
the Company, who have signed in token thereof
The
common seal of ABC Pharmaceuticals Distributors Ltd.,
was
hereunto affixed pursuant to the Resolution of its
Board of Directors
passed on ......... day of.2000, in the
presence of S/Shri and.. directors of
the company who have signed in token thereof.
WITNESSES;
1.
2.
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