Agreement
between Manufacturer and Commission Agent
This
Agreement made on this ....................... day of ...................... between Bande & Bande Ltd.
(hereinafter referred to as the company ) having its registered office and
factory at Mokamganj, Warle, Bombay , of the one part and Jai Jai & Sons
(P.) Ltd., carrying on business at Chandni Chowk, Delhi ( hereinafter called
the sole selling agents ) of the other part.
Whereas
The
company is engaged in the manufacture of cotton and textiles polyester fibre
yarn suitings and shirtings.
2. The
sole-selling agents are the whole-sale traders in suitings and shirtings and
other textile goods in north India with headquarter at Delhi.
3. The
company in its general meeting held on...............has decided to appoint Jai Jai &
Sons (P.) Ltd. as the sole-selling agents for northern India for whole-sale
business of the company’s manufactured suitings and shirtings and the Central
Government has also approved the appointment of the said sole-selling agents
vide letter NO..........................dated..................
4. It
is agreed between the parties that the company shall appoint Jai Jai & Sons
(P.)Ltd. as the sole selling agents for the suitings and shirtings manufactured
by the company and the said Jai Jai & Sons (P.) Ltd, have agreed to act as
the sole-selling agents for the company.
Now this
Agreement Witnesses as follows:
That
the company appoints Jai Jai & Sons (P.) Ltd, Delhi as the sole-selling
agents for the North India including the States of J. & K., Haryana,
Punjab, Bihar, Rajasthan, Uttar Pradesh, Union territory of Chandigarh and
Delhi for the suitings and shirtings manufactured by the company and the said
sole-selling agents will have the exclusive right and authority to sell whether
in cash or on credit and procure the orders for sale of the said product of the
company in any manner in the territories mentioned above.
2. The
appointment of sole-selling agents shall take effect from 1 st day
of.............198.................and shall operate for a period of five years from the said
date without prejudice to the right of reappointment but subject to the
approval by the Company in general meeting and also subject to the approval by
the Central Government as required under section 294 of the Companies Act,
1956, and Rule 2 of the Companies (Appointment of Sole Agents) Rule, 1975.
3. The
sole-selling agents shall have the right to operate in the entire territories
of North India as mentioned above either directly or through their branch
offices, associates or sub-agents for giving effect to this agreement.
4. The
sole-selling agents in consideration their selling and procuring orders for the
sale of the company’s products shall be paid a commission at a rate not
exceeding 30% but determinable by the mutual agreement of the parties at the
commencement of every year on sales effected by them at agreed intervals of
time on the amount actually collected by them in accordance with the incentive
rates on the amount collected, agreed to, and described in the Schedule
hereinafter annexed.
5. The
sole-selling agents hereby covenant:
i
That
they will exclusively engage in the sale of the company’s products to the best
of their efforts and shall not engage in the sale of similar or identical
products of other manufactures.
ii
That
they will protect preserve and maintain patents and trade mark of the company’s
products sold by them in all possible manner at their own cost and will never
allow others to use the same unauthorisedly.
iii
That
they will keep and maintain the full and complete accounts of the sale of the
company’s products, area-wise and region-wise and submit quarterly reports of
sale, stock in hand, realisation of credit bills and any other information as
may be desired by the company at any time or from time to time;
iv
That
they will not create any obligation involving payments either in cash or king
on behalf of the company and shall not assign the interest, rights and
obligations arising out of these presents to any third party;
v
That
they shall keep the company will informed of the demands of the company’s
products arising in the territories of their operation from time to time.
1.
2.
3.
4.
5.
6. The
company also hereby covenants as under :
i
That
it shall provide the sole-selling agents complete catalogue, instruction books,
circulars for promoting sales of its products and publish advertisements in
local and regional newspapers for promoting sales of the company’s products.
ii
That
it shall execute orders placed by the sole-selling agents with all reasonable
despatch
iii
That
it shall not entertain and execute direct orders from the territories assigned
to the sole-selling agents and in case any orders are received by it the same
shall be passed on to the sole-selling agents and they will be paid commission
20% on such orders.
1.
2.
3.
4.
5.
6.
7. The
parties hereto hereby agree as under :
i
That
nothing contained herein shall prejudice the rights of the company to appoint
another selling agents in any of the aforesaid States or to open its own retail
shop in writing where it is found necessary to promote public distribution
system or to execute any special programme of the Government of India. However,
so the company shall obtain prior consent in writing of the sole-selling agents
in that behalf.
ii
That
the retail price of the product shall always be determined by the company in
consultation with the sole-selling agents.
iii
That
the agreement is renewable subject to mutual consent of the parties hereto on
the expiry of five years.
iv
That
the agreement may be terminated by either party on giving six months, notice in
advance to the other party in writing but by registered post.
v
That
any dispute arising between the parties hereto shall be referred to the sole
arbitrator Shri...................and the decision/award of such arbitrator shall be
binding upon the parties hereto.
vi
That
the Delhi courts will have the sole and exclusive jurisdiction of decide the
issues in dispute between the parties hereto.
in
Witness Whereof, Etc. Schedule Referred to Above
