This AGREEMENT entered into on
the...............................day of.......................,
20..............
BETWEEN:
....................................................Limited
a Company incorporate under the Companies Act, 1956, having its Registered
Office at..........................., represented herein by
its................................. Shri.................................................
(hereinafter referred to as the ''XYZ Limited '', which expression shall,
whenever the context so requires or admits mean and include its successors and
assigns) of the ONE PART;
AND
M/s..................................................
a Partnership Firm, having its place of Business
at.............................. represented herein by its Partner
Shri............................. (hereinafter referred to as the ''AGENT'',
which expression shall, unless the context so requires or admits mean and
include its Partners for the time being, their heirs, legal representatives,
executors and permitted assigns) of the OTHER PART;
WHEREAS XYZ Limited is engaged
interalia in the business of marketing children products, such as, toys,
garments, furniture, utilities and such other goods and are the owners of the
trade name and trade mark ''XYZ'';
WHEREAS XYZ Limited is desirous
of promoting children products under its trade name and trade mark by setting
up chain or retail outlets all over the country on its own a also by appointing
stockiest, retailers and franchises for the purpose of setting up of retail
outlets;
WHEREAS the Agent has offered to
set up one such Retail Outlet in the City of..... and has represented to XYZ
Limited that it is in a position of invest necessary capital and is also
possessed of a suitable premises to set up and carry on the Retail Outlet and
XYZ Limited has accepted the said offer;
NOW THIS AGREEMENT WITNESSETH AS
FOLLOWS
That in consideration of the foregoing,
the Company hereby appoint M/s......... as its Agent in the City of.........
upon the following terms and conditions:
1. The
retail outlet for marketing children''s products such as toys, garments,
utilities, furniture and such other goods under the name and style of ''XYZ''
shall be set up and run in the Premises made available by the Agent, which
premises is more fully described in the Schedule Premises''. The premises will
be made available free of cost or charges to XYZ Limited by the Agent during
the subsistence of this Agreement.
2. The
Agent will meet and bear the entire cost of furnishing and decorating the
interior and exterior of the Schedule-Premises in accordance with the
specifications and requirements of XYZ Limited, particularly touching upon the
following aspects -- elevation, décor and interior design, selection of
furniture, fitting, counters and stands, lighting system, illumination,
mannequins, window display, air conditioning, fire fighting equipment,
furnishings, flooring, etc. the cost of which is estimated to be of the order
of Rs..........................
(Rupees.........................................) He shall also provide
necessary warehousing facilities and office space for the Company's'
representations.
3. The
name of the Shop shall be promptly and clearly displayed
as..........................;
4.
XYZ Limited will make available from time to time to
the Agent children products like Toys, garments, utilities and furniture and
other goods shall be manufactured, sold or dealt in by XYZ Limited (hereinafter
collectively referred to as ''Stockiest'') and the Agent will take the Stocks
on consignment and sell the same in retail at prices fixed from time to time by
the XYZ Limited. The stocks shall at all times be the property of the XYZ
Limited and the Agent shall only be entrusted the Stocks for the purpose of
enabling their retails sale.
5. The
Agent at his cost will employ necessary personnel to man and manage the Retail
Outlet to the entire satisfaction of XYZ Limited.
THE AGENT COVENANTS WITH THE
COMPANY AS FOLLOWS:
1.
It shall duly and promptly pay the owner of the
Schedule Premises rents and other charges and keep the lease subsisting and
valid and ensure that the Schedule Premises is always available for running of
the Retail Outlet.
2.
That it shall not directly or indirectly or in
Partnership or Association, with friends or relatives, or Companies engaged
itself in business, which is same or similar to the one being, carried on by
XYZ Limited.
3.
That is shall not sell, display or otherwise deal in
any goods which are in any way similar to the goods sold or dealt in by XYZ
Limited.
4.
That it shall not use the Company''s trade name and/or
trademark in any manner other than that which is permitted by XYZ Limited.
5.
That all sales effected by the Agent shall be strictly
for cash only.
6.
That it shall furnish to XYZ Limited at such intervals
as they may required certified stocks statement of the stock of all goods held
by the Agent giving full and correct particulars thereof.
7.
That it shall remit each day the entire sale proceeds
of the preceding day to the credit of the designated account of XYZ Limited,
which may be indicated from time to time and shall forthwith sent intimation of
such remittances to XYZ Limited.
8.
That it shall not draw, accept or endorse any Bill on
behalf of the XYZ Limited or in any way pledge the credit of XYZ Limited except
with the previous written authorization of XYZ Limited.
9.
That it shall be at all times responsible to XYZ
Limited for any damage occasioned to the Stock either on account of the
improper or negligent conduct on the part of the Agent, its servants or agents
or for any reason whatsoever and shall make goods such loss to the XYZ Limited
as and when demanded without demur.
10. That
it shall furnish an irrevocable Bank Guarantee for a sum of Rs..................
(Rupees.......................................)
in favor of XYZ Limited covering the value of the Stocks held by it on
consignment and that the said Bank Guarantee shall be enhanced from time to
time as may be required by XYZ Limited to bring it in conformity with the value
of the Stocks held by the Agent.
11. That
it shall keep proper accounts of all Stocks received, sold, damaged and furnish
to XYZ Limited each week full particulars of the Stocks and shall permit XYZ
Limited, its agents and servants to inspect all Books of Account, Records and
vouchers maintained in the Retail Outlet by it all reasonable times.
12. That
it shall be responsible for any loss or damage sustained to the Stock while in
the custody of the Agent.
DURATION: The duration of this
Agreement shall be for a period of.............. years commencing
from..........On the expiry of this period of earlier, the Agreement may be
extended for such further period and on such terms as the parties may be
mutually agreed in writing.
This Agreement is however
terminable as follows:
a. by
either party giving the other................. days notice in writing;
b. by
XYZ Limited unilaterally without assigning any reasons
i.
if the agent is found guilty of misconduct, or
ii.
commits a breach of any of the provisions of the
Agreement, or
iii.
is dissolved, or
iv.
any suit or other proceedings are instituted for
its dissolution or winding up, or v. commits any act of bankruptcy, vi. suffers any execution or distress.
CONSIDERATION: In consideration
of the foregoing, the Agent shall be entitled to a commission at the rate
of......% of the net sale price realized by it in the Retail Outlet by sale of
the Stocks. The expression net sale price shall mean the selling price of the
Stocks excluding Sales Tax, local taxes and other levies imposed upon the sale
or purchase of the Stocks and/or on the total turnover, packing and forwarding
charges and gift wrapping charges.
The commission shall be payable
by XYZ Limited on or before the.......... Day of the succeeding month for which
it is due upon receipt of the monthly statement of sales and realization of the
sale proceeds.
ASSIGNMENT: This Agreement or the
benefit there from shall not be assignable or transferable by the Agent in
favor of anyone without prior written consent of the company.
SECURITY DEPOSIT: In order to
ensure XYZ Limited the due performance of its obligations under this Agreement,
the Agent has this day deposited a sum of Rs................. (Rupees.....................................)
by Pay Order bearing No..........dated.......... drawn on.............
Bank............... Branch,......................, in favor of XYZ Limited as
Security Deposit. The said amount will be refundable upon the termination of
this Agreement, free of interest, in the event of there being no outstanding
claim against the Agent by XYZ Limited. XYZ Limited will however be entitled to
appropriate and adjust and amounts which may be due to it from the Agent from
out of the Security Deposit.
JURISDICTION: This Agreement is
executed at.................city and it is hereby agreed that Court situated
in............ city alone will have exclusive jurisdiction over any matter
arising under this Agreement to the execution of Courts situated in any part of
the country.
SCHEDULE
Premises bearing
No...................................... situated
at............................................................................
admeasuring and bounded as follows:
MEASUREMENTS
East to West:
North to South:
BOUNDARIES
ON THE EAST
WEST
NORTH
SOUTH
:
:
:
:
: By : By : By : By
IN WITNESS WHEREOF the parties
above named have executed these presents in the presence of the Witnesses
attesting hereunder on the dates and place mentioned herein below:
Place:
Dated:
For XYZ Limited,
WITNESSES
1. ()
2. ()
Agent
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