for appointment of Sole Selling Agent by Manufacturing Company
AGREEMENT made on this _____day of _________________BETWEEN
______________Company, a company registered under the companies Act 1956
manufacturers of___________(Hereinafter called the manufacturers) of the one
part AND_______________(Hereinafter called the sole agent) of the other part.
the manufacturers are engaged in the manufacture of _________and are desirous
of appointing a sole selling agent for the sale of the same.
WHEREAS the sole agent has approached the manufacturers for appointment as the
sole selling agent for ___________ goods of the manufacturers and is willing to
perform the duties as such.
THIS AGREEMENT WITNESSES as follows:
1. The manufacturers
appoint ______________as the sole selling agent for the goods manufactured by
them for the area comprising_______________ as the sole agent shall have
exclusive right to sell the goods of the manufacturers in the above mentioned
2. This appointment is
being made by the Board of Directors subject to the condition that the
appointment shall cease to be valid if it is not approved by the company in the
first general meeting held after the date of this appointment (Approval by the
company in the first general meeting held after the date of appointment is
mandatory under section 294 (2) of the Companies Act, 1956.
3. This appointment
shall last for a period of five years computed from the date of this agreement.
It may, however, be extended for further periods not exceeding five years on
each occasion. (Under section 294 (1) of the Companies Act, 1956, no company
shall appoint a sole selling agent for a term exceeding five years at a time.)
4. The manufacturers
undertake not to sell their goods in retail below the following prices.
5. The sole agent shall
not sell the goods in retail below the prices mentioned under clause 4 of the
6. The sole agent shall
pay to the manufacturers the sale proceeds which shall be determined as per the
market value of the goods sold
7. The manufacturers
agree that as the Consideration payable to them depends upon the market value
of the goods sold by the Sole agent. It may fluctuate from year to year.
8. The sole agent shall
be entitled to a commission of 3.5 % on the sale price of the goods.
9. The sole agent shall
have 20 days credit for payment of price of goods after receipt of goods.
10. The manufacturers
shall not affect direct sales of goods within the area mentioned in clause (1).
All inquiries, orders and correspondence which the manufacturers receive in
relation to that area shall be forwarded to the sole agent to be dealt with.
11. The sole agent may
appoint sub-agents and representatives for the area covered by the sole agency.
The manufacturers shall not enter into any correspondence or dealings, direct
or indirect, with them.
12. The manufacturers
agree to execute the orders placed by the sole agent so far as the goods
available with them permit. Neither do the manufacturers guarantee minimum
supply of goods to the sole agent nor is the latter bound to place order for
any minimum quantity of goods.
13. In case the terms of
this appointment are varied by the Central Government in exercise of its power
under section 294 (5), Companies Act, 1956, this appointment shall, as from the
date as may be specified by the Central Government in its order of variation of
terms, be regulated by the terms and conditions as varied by the Central
WITNESS WHEREOF the parties hereto have signed this agreement on the day and
year first written above.
this_______day of _____________
& designation of First Party
& designation of second party