Agreement for Appointment of Sales Agent

This agreement is made on this 7th day of June 1999 between Computer Company Ltd., a company registered under the Companies Act 1956 having its registered office at 7 N.S. Road, Calcutta 700 001 (hereinafter referred to as the company which expression shall unless the context requires otherwise include its successors) of the one part and Mr. S. Tandon of 5 Bangalore Road, Bangalore, Karnataka (hereinafter referred to as the Agent) of the other part.
Whereas the company is carrying on business as manufacturer of and dealer in Computers, Computer Hardwares and Computer Softwares for the last 10 years and selling its products both in domestic and export markets.  1
And whereas the agent was working with another company as the Chief Mechanic of the Computers and has acquired knowledge of repairs of Hardwares and Softwares and is capable of rendering after sales service and maintaining Computers in good working condition.
And whereas the agent after leaving his employment has approached the company for agency to sell the products of the company on commission basis.
And whereas the agent has declared that he is not working for any other company and that he intends to work as agent for sale of computers and computer accessories as an independent contractor.
And whereas the company and the agent had discussions and negotiations relating to the sale of company's products by the agent in the territories covered by the States of Karnataka, Kerala and Andhra Pradesh.
And whereas the parties herein have mutually agreed to the terms and conditions in regard to the sale of company's products.
Now these presents witnesseth and the parties hereby agree as follows:
1. The company hereby appoints the agent as the agent of the company in the States of Karnataka, Kerala and Andhra Pradesh for the sale of the company's products including Computers, Computer Hardwares and Computer Softwares for a term of three years commencing from 1st July 1999 on terms and conditions mentioned hereinafter.
2. The agent shall:
(a)  use his best endeavours to promote and expand the sales of the company's Computers, Hardwares and Softwares (hereinafter referred to as the "products") in the State of Karnataka, Kerala and Andhra Pradesh (hereinafter called the "territories") to all potential purchasers thereof and work diligently to obtain orders therefor;
(b)  act loyally and faithfully and obey the orders and instructions of the company and if in any case it is not possible to obtain instruction in a particular matter to act in such a manner as the agent reasonably considers to be most beneficial to the interests of the company;
(c)  refrain for engaging or being interested directly or indirectly as the principal, agent, partner, director or employee in the production, sale or advertisement of goods of any description or kind or similar to or competitive with the products of the company without the prior written consent of the company;
(d)  not to take orders for the sale to any person of the products which he knows or has reason to believe are intended for re-sale outside the territories without prior consent of the COMPANY;
(e) refer to the company all enquiries for the products received from outside the territories as also from addresses in the territories for re-sale outside the territories;
(f) take orders for sale of goods only subject to confirmation and acceptance by the company and on the usual terms and conditions;
(g) not make any representation in selling the goods nor to give any warranties or concessions other than those contained in the company's conditions of sale;
(h) keep proper books of accounts and records of all enquiries and transactions relating to the products separate from other transactions outside the agency and submit reports from time to time to the company and allow the company's authorised officer to inspect and take copies of such books of accounts and records;
3. The agent shall make market-survey and proper enquiries as to the financial stability of the intending purchasers of goods and furnish reports to the company. The agent shall attend and promote the sale of the products at all Sales Exhibitions and Trade Shows after properly apprising the company the particulars thereof.
4. The agent shall not assign, transfer or charge his rights under these presents and in all correspondence and commercial documents in relation to the products shall describe himself as the Selling Agent for the company's products.
5. The agent shall defray all expenses of and incidental to the Agency, shall not make directly or indirectly any profit or take any benefit in the sale of the products and shall not divulge any information in relation to the company's trade secrets or know-how or marketing technique or any method of manufacturing, selling or dealing in its products.
6. The agent agrees and covenants that the agent shall not act as the Selling Agent for any other company in Computer goods similar to the company's products for three years within the said territories after termination of the present agreement.
7. The company shall at its own expense supply to the agent samples, patterns, catalogues, operating manuals, repairing manuals, particulars of parties and advertising materials as the company considers reasonably; sufficient with a view to enable the agent to conveniently render after sales-service to the purchasers of the products in the said territories.
8.  Notwithstanding anything to the contrary contained herein the company reserves to itself its right:
(a) to decline at its absolute discretion without giving any reason therefor any order or to submit any quotation or tender on any enquiry transmitted to the company by the agent;
(b)  to sell and supply the company's products direct to customers in the said territories;
(c)  to transfer and assign its rights and obligations under this Agreement to any other concern after giving 15 days' notice to the agent.
9. It is agreed that if in the reasonable opinion of the company the agent is not producing adequate sales coverage in or through the said territories, the company may exclude a portion of the territories or otherwise vary the extent of the territories on prior notice to the agent.
10. In consideration of the services to be rendered by the agent the company will pay to the agent a commission of 10% on the invoice price of products sold in the territories upto a sale of Rs. 10 lakhs and thereafter 5% up to the sale of Rs. 20 lakhs and 2.5% on sale proceeds in excess of Rs. 20 lakhs. Such commission shall be paid on furnishing of accounts every three months.
11.  The company shall reimburse every month actual expenses of travelling, advertisements, repairs to the computers sold and such other expenses as the agent might reasonably spend in relation to rendering of after-sales-service and promoting sales of the company's products.
12. If any customer does not make payment or makes short-payment or returns the goods in respect of which the company has paid commission to the agent, the agent hereby undertakes and covenants to refund the commission received for such products.
13. In addition to any other rights herein or under the law, the company shall have the right at any time to give notice in writing to the agent terminating the Agreement forthwith if the agent commits a breach of any of the terms herein or it does any act of insolvency or the agent is prevented from performing his duties hereunder for 3 months for any reason whatsoever or the agent is guilty of any conduct prejudicial to the interests of the company or the agent purports to assign the burden or benefit or charge the benefit of this Agreement.
14.  After termination of this Agreement the agent shall at his own expenses promptly return to the company all samples, patterns, catalogues, advertising materials, specifications and other materials, documents and papers relating to the business of the company which the agent might have in his possession or under his control.
15. The waiver by the company of any breach of any of the terms of this Agreement shall not prevent the subsequent enforcement of that term and shall not be deemed a waiver of any subsequent breach.
16. There are no other promises, terms and conditions other than those contained in these presents.
17. This Agreement shall be renewable after the expiry of three years on the terms and conditions which might be mutually agreed upon.
In witness whereof the parties have executed these presents on the day, month and year first above-written.
Signed,   sealed   and   delivered   by
Mr..................................pursuant to
Board Resolution of Computer Co. Ltd.
dated 5th June 1999 in the presence of:                          Signature
Signed, sealed and delivered by Mr. S.
Tandon, the agent in the presence of:                            Signature