Appointment of a Sole Selling Agent for a Specific Territory
SELLING AGENCY AGREEMENT
THIS Agreement is
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, mean
and include its successors and assigns) of the First Part
partnership firm registered under the Indian Partnership Act, 1932 comprised of
its three partners viz. (1)
.. and having their office at
.......hereinafter called "the Agents"(which expression shall
unless it be repugnant to the context or meaning thereof, mean and include the
partners for the time being and from time to time constituting the said
partnership firm, the survivors or survivor of them, the heirs, executors and
administrators of such last survivor) of the Second Part.
WHEREAS the company
is manufacturing various electronic and home appliance products and the agents,
having a proper infrastructure to exhibit the company's products, have
approached the company to appoint them as its Agent in the State of Rajasthan
for the promotion and sale of the products of the company in the said area.
AND WHEREAS the
company has accepted the offer of the agents to be its sole selling agents for
the State of Rajasthan.
NOW THIS DEED WITNESSES
AND THE PARTIES HERETO HEREBY AGREE AS UNDER
company appoints the agents and the agents agree to act as company's sole
selling agents for the State of Rajasthan with effect from
.or a period of
five years for the promotion and sale of the company's products in the said
agents shall make sale of the company's products and shall work conscientiously
for the promotion and sale of company's products.
agents shall sell the goods in retail at the retail rates fixed by the company.
The agents shall not sell the goods in retail below the retail price fixed by
agents shall be entitled to a commission of 4% (four per cent) on the net
proceeds of the sale of such goods. However, the commission shall be payable
upon money actually received and not on outstanding debts.
company will not effect direct sale of its products within the area of the
State of Rajasthan and all inquiries, orders and correspondence received by the
company in relation to that area shall be forwarded to the agents to be dealt
company shall supply the goods to the agents at its own cost and charge as
early as possible after receipt of the order in writing.
company shall reimburse to the agents all reasonable expenses for carriage or
delivery of said goods, and other reasonable expenses attending the sale
agents shall maintain proper accounts of (i) all goods received by them; (ii)
the particulars of the sale thereof; (iii) all credits given on account of any
goods. The company's executive and authorized officials shall be entitled to
inspect such accounts at reasonable times, who may also take copies or extracts
from the same or any of them.
agents will submit true and proper accounts of (i) all goods received by them;
(ii) all orders received by them; (iii) the particulars of all sales; (iv)
other transactions made and (v) of all money received and spent by them for and
on account of the goods of every quarter to the company in the first week of
every quarter. The company will have the right to check the accounts with the
parties shall settle accounts respecting the sale of goods and other matters on
the day in every year.
company will be entitled to issue reasonable directions and instructions to the
agents relating to the sale of the company's products or otherwise relating to
the agency business during the continuance of the agency and the agents will be
bound to obey and observe the said directions and instructions, unless prevented
by unavoidable cause.
agents shall not during the continuance of the agency buy, sell or deal in the
products manufactured by the company, for or on account of any other person
other than the company without the consent of the company in writing.
agents shall not pledge the company's goods supplied to them without the
consent in writing of the company.
agents shall deposit with the company a security of Rs
..in cash for the due
performance of this Agreement. The agents shall be entitled to simple interest
at the rate of 18% per annum on the amount of the security deposited by them
with the company, which shall be paid at the time of settlement of accounts
every year. Without prejudice to its other rights, the company may at its
discretion, adjust dues or losses suffered by it on account of breach or non
compliance of the terms of this agreement from the security.
company may terminate this agreement, if the agents fail to comply with the
terms of this agreement or do not make satisfactory sale of the company's
products. The company's opinion shall be final in this regard. However, the
company shall give one month's notice to the agents to submit its explanation
on the grounds on which the company intends to terminate the agreement.
party may terminate the agreement by giving three months notice in writing to
the other party. The accounts between the parties shall be settled and finally
adjusted within the three months from the date of termination of agency.
the termination of this agreement, the agents will deliver the goods as shall
remain unsold, all books of account and documents relating to the said agency
to the company.
agents shall not assign or transfer the agency to any other person in any
manner without the consent of the company in writing.
disputes and differences of any kind whatever arising out of or in connection
with this agreement shall be referred to the arbitration and final decision of
an arbitrator to be agreed upon and appointed by both the parties or in case of
disagreement as to the appointment of a single arbitrator to the appointment of
two arbitrators, one to be appointed by each party and if there are two
arbitrators, they shall before taking upon themselves the burden of reference
appoint a third arbitrator who shall act as Presiding Arbitrator. This
submission to the arbitrators shall be deemed to be a submission to arbitration
within the meaning of the Arbitration and Conciliation Act, 1996 or any
statutory modification thereof. The award of the arbitrator or arbitrators as
the case may be, shall be final and binding on the parties.
agreement shall be executed in duplicate. The original shall be retained by the
company and duplicate by the agents. The agents shall bear the stamp duty and
other expenses on the original and the duplicate of this agreement.
IN WITNESS WHEREOF,
the parties have caused their common seal to be affixed to these presents and a
duplicate thereof, the day and year hereinabove written
For ABC Ltd.,
The Sole Selling Agent
For XYZ Associates