This agreement made
and entered into day of by and between ......................... INC, a
corporation duly organized and existing under the laws of Taiwan with its
principal place of business at Taipei Taiwan (hereinafter called Seller )
LIMITED, a company registered under the Companies Act, 1956 with its principal
place of business at .............................................. NEW DELHI,
INDIA (hereinafter called Distributor ).
WHEREAS, Seller is
desirous of exporting the products stipulated in article 4 hereof to the
territory stipulated in Article 3 hereof and WHEREAS , Distributor is desirous
of importing from Seller and selling the said products in the said territory;
NOW, THEREFORE, in consideration of the promises and the mutual covenants to be
faithfully performed herein contained, IT IS HEREBY AGREED AND UNDERSTOOD AS
During the effective
period of this agreement, Seller hereby appoints Distributor as its exclusive
distributor and Distributor accepts and assumes such appointment.
Article 2. Privity
hereby established between Seller and Distributor during the effective period
of this Agreement, shall be solely that of Seller and Distributor has no
authority to assume or create any obligation in the name of or of any kind on
behalf of Seller.
Article 3. Territory
The territory covered
under this Agreement shall be expressly combined to entire territory of INDIA.
(hereinafter called territory ).
Article 4. Products
The products covered
under this agreement shall be expressly confined to Uninterruptedly Power
Supply (UPS) (hereinafter called Products).
Article 5. Prices
As applicable from
time to time and conveyed by the Seller to the Distributor in writing &
Distributor giving its consent in writing to the Seller.
Article 6. Technical
Improvement and Patent Application
During the term of
this Agreement, Seller shall furnish to Distributor any technical improvements
and inventions relating to the Products made by Seller without any delay and
free of charge. As Seller has right to apply for the issuance of patents
thereon, Distributor agrees to make reasonable efforts to obtain such
protection in India. During the term of this Agreement, Distributor agrees to
furnish to Seller all technical improvement and inventions related to the
Products required by Distributor without any delay and free of charge in
consideration of services in Article 6-1 above.
Article 7. After Sale
Seller will provide
one year full guarantee to Distributor after the shipping date. In case of
faulty Products, Seller shall replace the faulty units with new All-in one PCB.
Distributor shall send faulty PCB back to Seller for repairing. Whenever Seller
has received a complaint as to the products from distributor, Seller shall
immediately make investigation and take a proper action.
Article 8. Exclusive
In consideration of
the exclusive right herein granted, Distributor shall not purchase, import,
sell, distribute or otherwise deal in any products competitive with or similar
to Products in Territory, and Seller shall not offer, sell or export Products
to Territory through other channel than Distributor during the effective period
of this Agreement. The Seller shall not provide assist, supply directly or
indirectly to the technical details of the products to anyone in the Territory.
purchase at least US$ ........................(U.S. Dollar .....................only ) of product during one
(1) year ( 12 months ) during the effective period of this Agreement and its
extension thereof, if any.
contract under this Agreement shall be subject to this Agreement but such
contract shall be concluded and carried out by Seller's sale note or confirmation
which shall set forth the terms, conditions, rights and obligations of the
parties hereto arising from or in relation to or in connection with such
contract except those stipulated in this Agreement.
Article 11. Payment
Payment by either
irrevocable letter of credit or remittance by telegraphic transfer through
bank. Letter of credit: Within 7 days after the receipt of Seller's
confirmation of order, Distributor shall cause irrevocable confirmed Letter of
Credit(s) available by Seller's sight draft to be established with a prime bank
satisfactory to Seller. Remittance by Telegraphic Transfer. Payment shall be
received by Seller 7 days prior to shipment effect.
Information and Report
Both Seller and
Distributor shall periodically and/or on the request of either party furnish
information and market reports to each other to promote the sale of Products as
much as possible. Distributor shall give Seller such reports as inventory,
market conditions and other activities of Distributor.
Article 13. Sales
diligently and adequately advertise and promote the sale of Products throughout
Territory. Seller shall furnish with or without charge to Distributor
reasonable quantity of advertising literatures, catalogues, leaflets, folders
Seller may periodically visit Distributor and advise Distributor in methods and
means best suited to promote the sale of Products throughout Territory.
Article 14. Industrial
Distributor may use
the trade-mark(s) of Seller during the effective period of this Agreement only
in connection with the sales of Products, provided that even after the
termination of this Agreement Distributor may use the trade-mark(s) in
connection with the sale of Products held by it in stock at the time of
termination. Distributor shall also acknowledge that any and all patents,
trademarks, copyrights and other industrial property rights used or embodied in
Products shall remain to be sole properties of Seller, and shall not dispute
them in any way
.Article 15. Duration
This Agreement shall
become effective on the day appearing at the first above written upon the
signing of both Seller and Distributor and shall remain effective for a period
of one year. At least three (3) months before the expiration of the term,
Seller and Distributor shall consult with each other for renewal of this
Prohibition of sale outside Territory
Unless prior notice
and approved by Seller, Distributor shall not sell or export, nor cause any
other person, firm or corporation in Territory to sell or export Products
outside Territory during the effective period of this Agreement.
Neither party shall
assign and/or transfer this Agreement in whole or in part to any individual,
firm or corporation without the prior written consent of the other party.
Observance of Secrecy
Both Seller and
Distributor shall keep in strict confidence from any third party(s) and all
important matters as to the business affairs and transactions covered by this
Article 19 .Notice
All notice which may
or shall be given under this agreement shall be made by registered airmail or
cable to the address mentioned below or to such address as are notified in
writing by the parties hereto. If either party has changed its address, a
written notice thereof shall be given to the other party. All notices shall
also be deemed to have been given on the day when deposited in post.
To secure regular
supplies in the territory, if both the parties agree, the seller shall provide
all parts of the product to assemble the product in the territory. If the
Seller wish to establish its manufacturing unit in the territory, the
Distributor shall be given preference to establish such unit.
Article 21. Governing
Law & Arbitration
This Agreement shall
be governed and interpreted by the laws of India. In case that any dispute or
controversy arises out of or in relation to this Agreement between both parties
shall be settled amicably but, in case of failure, these disputes or
controversies shall be finally settled in London by arbitration in accordance
with International Commercial Arbitration Association where the award shall be
final binding upon the parties hereto.
Article 22. Entire
constitutes the entire and only agreement between the parties hereto and
supersedes all previous negotiations, agreements, commitments relating to the
sale of Products and shall not be released, discharged, changed or modified in
any manner, except by instruments signed by duly authorized officer or
representative of each of the parties hereto. IN WITNESS WHEREOF, the parties
hereto have caused this Agreement in English and duplicate to be executed by
their respective duly authorized officer or representative as of the day first