Agreement for
Appointment of a Distributor for a Specified City
DISTRIBUTOR AGREEMENT
THIS Agreement is
made at.................on this.................day of...............20......... 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. PQR
Enterprisers, through its proprietor Shri................. (hereinafter 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 M/s. ABC Ltd., for the whole of India
and under the Agreement dated.................executed between M/s. ABC Ltd and the
Principals, the Principals are entitled to appoint agents, distributors for
marketing the products of ABC Ltd, hereinafter referred to as the company.
AND WHEREAS the
distributor has got a big showroom at.................and has requested the Principals
to appoint it as its distributor for marketing the company's products.
AND WHEREAS the
Principals have agreed to appoint M/s. PQR Enterprisers as their distributor to
sell the products of the company.
NOW IT IS HEREBY
AGREED BETWEEN THE PARTIES AS UNDER:
1.
The
Principals appoint M/s. PQR Enterprisers as the sole distributor for the city
of Jaipur, Rajashtan for the purpose of promotion and sale of the company's
products for a period of ...... 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 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 Principal's 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 Principal's products from the person’s 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 falls short by 25% or more for consecutive two years, M/s
agreement may be terminated by the Principals.
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.
On
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.
Any
dispute, difference or claim arising out of or in connection with or incidental
to this Agreement shall be first attempted to be settled by mutual discussion,
failing which the parties shall refer the same to arbitration by an independent
Arbitrator appointed by the Mutual consent of both the parties. The Arbitrator
shall conduct arbitration proceedings in accordance with the Arbitration and
Conciliation Act, 1996 or any amendments thereto. The venue of arbitration
shall be at ..................
17.
This
agreement shall be executed in duplicate. The original shall be retained by the
Principals and the duplicate by the distributor.
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
WITNESSES
1
The Company
For .......................
(...........................)
Partner
2.
The ......................
For
......................
(...........................)
Proprietor
Partner
