Appointment of
Distributor for a District
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 ..................... (here in after 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 here by 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.
