Agreement for Sale of
Goods under the buyer’s Trade Mark
This Agreement is
made at ... this ... day of... between Mr. A carrying on business at ...
hereinafter referred to as the 'Seller' of the One Part and M/s A B & Co.
Ltd., a Company registered under the Companies Act, 1956 and having Its
registered office at... hereinafter referred to as the 'Company' of the Other
Part.
Whereas the Company
is a registered proprietor of a trademark and which trade mark is duly
registered under the Trade & Merchandise Act, 1958 in the name of the
Company. In respect of goods being ... The particulars of the said trade mark
and the specifications and description of the said goods are given in the
Schedule hereunder written and referred to as the said 'Trade Mark' and 'the
said goods', respectively.
And Whereas the
Company is manufacturing and selling several types of goods under other trade
marks registered in its name and therefore proposes to entrust the work of
manufacturing the said specific goods mentioned in the Schedule hereunder
written to somebody else and the Seller has offered to do so.
And Whereas the
parties have, therefore proposed to enter into this agreement re- cording the
terms and conditions regarding the said transaction agreed upon between the
parties in the manner following.
Now it is agreed
between the parties hereto as follows:-
1.
The
Seller agrees to manufacture and supply the said goods described in the
Schedule hereunder written to the Company. The Seller will supply and the
Company shall buy the minimum quantity of... goods every month.
2.
The
goods so manufactured in every month will be transported by the Seller to the
Company's factory at ... through a carrier and the transport charges will be
paid by the Company.
3.
Before
taking delivery of the goods the Company will be entitled to examine them and
verify whether they are according to the specifications and description
mentioned in the Schedule hereunder written and If they or any of them are not
according to the said specifications and description, the Company will be
entitled to reject the same and inform the Seller accordingly. The rejected
goods will lie at the Company's factory at the Seller's risk and the latter
will arrange to remove them within a week from the receipt of intimation of
rejection failing which the Company will be entitled to dispose of them or
destroy them. If any price is received for such rejected goods the same will be
given credit to the Seller.
4.
The
Company will also be entitled to reject such of the goods or the same shall be
deemed to be rejected, if even after taking delivery, the said goods are
rejected by the customers or in respect of which complaints have been received
and such rejected goods will be taken back by the Seller as aforesaid failing
which they will be disposed of or destroyed as aforesaid and the price If any
recovered in respect thereof will be given credit to the Seller.
5.
The
Company will sell the said goods under the Trade Mark mentioned in the schedule
hereunder written and the seller will not represent in any way that the said
goods are sold by him under the said Trade Mark.
6.
The
Seller will sell the said goods only to the Company and not to any body else,
provided that if any goods are manufactured in excess of the said minimum
quantity and the company is not willing to buy such excess quantity from the
Seller, the Seller will be entitled to sell such excess quantity to any other
person but without the use of the said Trade Mark.
7.
The
said goods will be sold by the Seller to the Company at the price of Rs... per
piece net and the payment of the price will be made by the Company to the
Seller within a week from the delivery and acceptance of the goods as per the
invoice sent by the Seller to the Company In respect thereof subject to what Is
otherwise provided herein.
8.
If
the Seller fails to supply in any month less quantity than the minimum quantity
to be supplied as aforesaid, then, unless the Company chooses to terminate this
agreement, the balance quantity can be made good In the supply of the next
month's quota.
9.
The
Company agrees and undertakes that it will not buy the same -type of goods from
any other manufacturer or any other person during the pendency of this
agreement.
10.
If
the Seller produces and delivers in any month more quantity than the said
minimum the Company will not be bound to accept the excess quantity but if it
accepts, the Company will pay the price thereof. In case of the seller
intending to supply any excess quantity he shall give atleast on month's/week's
notice previously giving intimation thereof to the Company.
11.
Provided
that if due to any force major cause, such as floods. fire. accident, or any
other such cause including break-down of machinery, or strike of workers of the
Seller, the Seller is not able to supply the minimum quantity in any month, the
Seller will not be deemed to have committed breach of this agreement but in
that event the Company will be entitled to purchase the quantity of goods not
supplied or less supplied by the Seller from any other source.
12.
The
Seller will not be responsible to render any help to the Company In promotion
of sale of the said goods or to render any sale-service. The sale of the said
goods supplied to the Buyer, will be the responsibility of the Company.
13.
The
rights and benefits under this agreement will not be assignable by any party
hereto without the consent of the other.
14.
The
Seller shall make available to the Company the data of the properties and
characteristics of the said goods to enable the Company to give technical
service and Information to the customers of the Company and to publish
literature in respect thereof for promoting the sales.
15.
Any
warranties or conditions. statutory or otherwise, whether express or implied as
to the quality or fitness for the purpose of the goods are expressly excluded.
The Company shall give notice to the seller about the complaints to enable the
seller to investigate the same.
16.
This
agreement will be in force for a period of... months from the date hereof.
17.
If
any party commits breach of any term of this agreement the other party shall be
entitled to cancel this agreement by giving fifteen days notice in writing to
the other and on the expiration of the said period this agreement shall stand
cancelled unless the breach is remedied or condoned.
18.
In
the event of any dispute between the parties in respect of this agreement of
whatsoever nature, the same shall be referred to arbitration of a common
arbitrator if agreed upon failing which to two arbitrators, one to be appointed
by each party hereto and the arbitration shall be governed by the Arbitration
& Conciliation Act, 1996.
THE SCHEDULE ABOVE
REFERRED TO
IN WITNESS WHEREOF
the parties have put their hands the day and year first hereinabove written.
Signed and delivered
by the withinnamed Seller ...
in the presence of
... ...
Signed and delivered
for and on
behalf of M/s. A B
& Co. Ltd., by its Managing Director
Mr. in the presence
of ... ...
