APPOINTMENT OF DISTRIBUTOR FOR A DISTRICT[CD1]
THIS
AGREEMENT made at .......... on this ......... day of ......... 2000, between
M/s ............ a partnership firm having its principal office at .........
(hereinafter referred to as "the principals", which expression shall
unless repugnant to the context, be deemed to include the partners for the time
being and from time to time constituting the said partnership firm, the
survivor of them, the legal representatives, heirs, executors and
administrators of such last survivor) of the ONE PART and M/s ..........
proprietor Shri ...... (hereinafter called "the distributor" which
expression shall unless repugnant to the context, be deemed to include his
heirs, administrators, executors, legal representatives, successors and
assigns) of the OTHER PART.
WHEREAS the
Principals are the sole selling agents of ......... Ltd., for the whole of
India and under the Agreement dated ........ executed between ......... Ltd.
and the Principals, the Principals are entitled to appoint agents, distributors
for marketing the products of ......... Ltd., hereinafter referred to as the
company.
WHEREAS the
distributor of M/s. .................. has got a big showroom at ...... and has
requested the Principals to appoint it as its distributor for marketing the
company's products.
WHEREAS the Principals have agreed to appoint
M/s .......... as their distributor to sell the products of the company.
NOW IT IS
HEREBY AGREED BETWEEN THE PARTIES AS UNDER:
1. The Principals appoint M/s.......... as
the sole agent for the district of Agra for the purpose of promotion and sale
of the company's products for a period of two years from the date hereof on the
terms and conditions set forth hereunder.
2. The distributor shall work
conscientiously and in a business like manner for the promotion and sale of the
products of the company.
3. The distributor shall fix the retail
price in consultation with the Principals from time to time and make the sale
of the company's products against cash memos.
4. The distributor shall maintain fifteen
days stock of company's to products for sale at his own cost and shall not
pledge the stock to bankers or other creditors without obtaining the prior
consent from the Principals in writing. The Principals may grant consent for
the pledge of the stock subject to terms and conditions and the distributor
shall abide by such terms and conditions and bring the same to the notice of
the bankers or creditors.
5. The distributor shall not sell the goods
directly or indirectly outside the agency district. The distributor while
selling the company's products to persons in trade shall obtain undertaking in
writing that the company's products shall not be re-sold outside the district
agency and the said products shall not be re-sold to the public below the fixed
retail price.
6.
The distributor shall be responsible for the rent and other expenses of
the showroom and godown occupied by him for the purpose of agency business. He
shall at his own expense keep insured the company's products for full value
against all risks. The Principals may inspect the receipts for the rent, rates
and taxes of the showroom and godown and for the premium of insurance policies.
The Principals will not be liable or responsible for the expenses relating to
or incidental to the said agency.
7.
The distributor shall make all sales on cash basis and shall keep record
of all sales and shall remit the sum received by him to the Principals on each
Saturday. The distributor may deduct the commission at the rate of ..........
per cent, while remitting the sale proceeds. The distributor shall send weekly
reports of the sales, net realisation, stock in hand, etc. to the Principals.
8.
The distributor shall be entitled to ......... per cent commission on
the sale price of the products realised on the basis of accounts maintained by
him.
9. The products supplied by the Principals
shall be the property of the Principals and they will be entitled to take
possession of the said products at any time. The distributor shall maintain
record of stock received by him, goods sold by him and the goods in stock in
godown and showroom. The Principals have the right without prior notice to
cause a stock checking of the company products supplied by them and if any
shortage or deficiency is found on such. stock-checking, the distributor shall
pay to the Principals the list price of such shortage or deficiency less the
deduction by way of commission.
10. The
Principals will not sell the company's products to any person in the agency
territory and will redirect all inquiries or orders for Principals products
received by them from persons resident in agency district to the distributor.
The distributor shall also refer to the Principals all enquiries or orders for the
Principals products from the persons resident outside agency district and
enquiries or orders from persons resident in the agency district for the
purpose of re-sale outside the agency district. The distributor shall not be
entitled to any commission on the sale resulting from such enquiries or orders.
11. The rights under this agreement shall not
be assigned or transferred to any other person, except with the prior
permission of the Principals in writing.
12. In the event of any dispute arising between
the distributor and any customer regarding the purchase of company's products,
the distributor shall inform the Principals immediately, who will advise the
distributor the appropriate action which has to be taken by him in the matter.
13. The distributor guarantees a minimum sale
of the value of Rs. .......... per year. In case, the sale fails short by 25%
or more for consecutive two years, the Principals may terminate this agreement.
14. Any of the parties may terminate this
agreement by serving a notice of three months to the other party. The accounts
between the parties will be settled and adjusted finally within the aforesaid
period of three months.
15. In the expiry or earlier determination of
this agreement, the distributor shall forthwith deliver to the Principals all
the unsold stock of goods, all books of account and other documents of agency
to the principals and shall pay to the principals for the shortage or
deficiency of stocks at list prices less commission allowed to the distributor.
16. In case
any dispute arises between the parties out of or in connection with the
agreement, the same shall be referred to the sole arbitration of an arbitrator,
who may be appointed by the parties by mutual agreement. The proceedings held
by the arbitrator in making the award will be in accordance with the provisions
of Indian Arbitration and Conciliation Act, 1996 or any statutory modification
thereof. The award of the arbitrator shall be final and binding on the parties.
17. This agreement shall be executed in
duplicate. The original it shall be retained by the Principals and the
duplicate by the distributor.
IN WITNESS WHEREOF the parties hereto have set
their respective hands to these presents and the duplicate hereof on the date,
month and year hereinabove written.
Signed and delivered by M/s..........
the within named Principals by their partners
Signed and
delivered by
the within named Distributor by their proprietor Shri
..........
WITNESSES;
1.
2.
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