This
agreement is executed on
this.........................................................................................day
of....................................................between...................................................
.. (principal)
(hereinafter called “the principal”)
of the
one part
and...........................................
(agent)
(hereinafter
called “the agent”) of the other part.
Whereby it is
agreed between the parties as follows:
1.
That the
agent is hereby
appointed as the
sole agent of the principal for
the
town...............................
(in the District of) (hereinafter called “the agency town”) for the purpose of
making sales of the products/goods of the principal for a term
of.............................. years commencing from the date hereof on the
terms and conditions set forth hereunder.
2.
That the agent shall not, while
selling the products/goods of the principal make any representation in the
trade or give any warranty other than those contained in the principal’s
printed price list.
3.
That the agent shall be allowed
to deduct and retain as his agency commission with
himself.................per
cent of the list price of all products/goods sold on behalf of the principal.
The agent shall keep a record of all sales and shall regularly remit to the
principal on each Saturday all sums received by the agent in respect of such
sales less.................. per cent his agency commission. All sales shall be
made for cash against delivery of goods unless the principal’s consent in
writing to give credit to any particular purchaser be in any case first
obtained and in the case of such credit sales the principal may direct for such
increase in the price of his products/goods over and above the current list
price of the principal.
4.
That the agent shall not make
purchases on behalf of or in any manner pledge the credit of the principal
without the consent in writing of the principal.
5.
That the agent shall, at the
expense of the principal, take on rent and occupy for the purpose of the
agency, suitable premises with prior approval of the principal and shall keep
insured for full value against all available risks, all the goods entrusted to
his custody by the principal under this agreement and on request, shall produce
to the principal, receipts, for the rent, rates and taxes of the said premises
and for the premiums on insurance policies showing that the same have been paid
on or about their respective due dates. That the agent shall bear all expenses
relating to or incidental to the said agency.
6.
That the agent, while selling
to persons in the trade, shall obtain the purchaser’s signature to an agreement
to the following effect:
(i) That the said products/goods of the principal shall not directly or
indirectly be re-sold outside the agency district.
(ii) That the said products/goods of the principal shall not be re-sold
to the public below the price list for the time being.
7.
That the agent shall, in all
his commercial dealings and on documents and on the
name-plate or letter-head
indicating his place of business, describe himself as selling agent for the
principal.
8.
That a breach of the condition
in clause 6 hereof shall entitle the principal to put an end to this agreement
forthwith and also to recover from the said agent by way of liquidated damages the
sum of Rs............................... for each such article sold in breach
of such clause. The agent undertakes that all purchasers to whom he may sell
the principal’s goods shall duly enter into, and carry out the aforesaid
agreement referred to in clause 6 hereof for the purposes of this agreement be
deemed to be a breach of clause 6 of this agreement by the agent and give the
principal the rights and remedies against the agent for breach by the agent of
this agreement.
9.
That the principal shall keep
with the agent a stock of his goods free of all expenses of delivery to the
value of Rs............................... according to the principal’s current
price list and the principal further undertakes to replenish such stock on the
close of each month so as to keep it at the agreed value. Provided always that
the agent shall have no right of action against the principal for delay
resulting from shortage of stock, delays in transit, accidents, strikes or
other unavoidable occurrences in replenishing such stock. The principal shall
always have the right, without any prior notice, to cause a stock checking of
the said products/goods and on any shortage or deficiency found on such
stock-taking the agent shall on demand pay to the principal the list price of
such shortage or deficiency less the deduction by way of commission or rebate
receivable by the agent. The agent shall not alter, remove, or tamper with the
marks or numbers on the products/goods so entrusted into his custody.
10.
That the agent shall not sell
the goods of the principal to any purchaser except at current price list of the
principal conveyed by him from time to time. The agent may, however, allow a
discount or rebate of.........per cent.
11.
That in the event of any dispute
arising between the agent and a purchaser of the products/goods of the
principal, the agent shall immediately inform the principal of the same and
shall not without the principal’s approval or consent in writing take any legal
proceedings in respect of or compromise such dispute or grant a release to any
purchaser of the products/goods of the principal.
12.
That either party may terminate
this agreement at his option at any time after the expiration of...... years by
giving the other one month’s notice in writing.
13.
That the benefits under this
agreement shall not be assignable to any other person.
14.
That the agent shall always,
during the existence of this agreement, devote his whole business time
and energy for
pushing the sale of the products/goods of the principal and shall in all
such dealings act honestly and faithfully to the principal and shall carry out
orders and instructions and shall not engage or be interested either directly
or indirectly as agent or servant in any other business or trade without the
prior consent in writing of the principal.
15.
That on the termination of his
agreement for any reason whatsoever, the agent shall not for the period of one
year solicit trade orders from the persons who had been purchasers of the
products/goods of the principal any time within.................. years
immediately preceding the date of such termination and the agent shall not for
a period of one year engage or be interested as agent or servant in any
business, firm or company manufacturing, selling or dealing in products/goods
similar to those of the principal.
16.
That all products/goods shall
be sold by the agent for delivery at agent’s place of business but the agent
shall, at his own expense, have the right to deliver products/goods to
purchasers at their places of business.
17.
That without prejudice to any
other remedy he may have against the agent for any breach or non-performance of
any part of this agreement, the principal shall have the right summarily to
terminate this agreement:
(i) on the agent being found guilty of a breach of its provisions or
being guilty of
misconduct or negligence of his
duties; or
(ii) on the agent
absenting himself from his
business duties entrusted to him under
this agreement
for...................................... days
without the principal’s
prior permission in
writing; or
(iii) on the agent committing an act of bankruptcy.
18.
That in the event of any
dispute arising out of or in relation to or touching upon the agreement, the
same shall be decided by arbitration in accordance with the provisions of the
Arbitration and Conciliation Act, 1996 by the Arbitrator appointed with mutual
consent.
1.
The award of the Arbitrator
shall be final, conclusive and binding upon the Parties, and the provisions of
the [Indian] Arbitration and Conciliation Act, 1996 shall apply.
2.
The rights and obligations of
the Parties under, or pursuant to, this Clause, including the arbitration
agreement in this Clause, shall be governed by and be subject to Indian law,
and the agreement shall be subject to the exclusive jurisdiction of the courts
at _____________. (place to be named as per the agreement between the parties).
19.
That the principal shall be
entitled to terminate this agreement by one month’s notice in writing to the
agent in the event of his ceasing to carry on the said business of the
principal.
20.
That on the termination of this
agreement for whatever reason, the agent shall forthwith deliver to the
principal all the unsold stock of products/goods and shall pay to the principal
for the shortages of deficiency of stock at price list less commission and
rebate allowable to the agent. The agent shall also deliver to the charge of
the principal all books of account and documents of the agency, cash, cheques,
bills of exchange or other securities he may have received during the normal
course as a result of sales of the products/goods of the principal and shall
transfer, assign or negotiate in favour of the principal all such securities on
demand.
IN WITNESS
WHEREOF the parties have signed this deed.
Witness:
Principal
Witness:
Agent
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