Sale of Goods under Trade Mark

AGREEMENT is made and entered into at ……………... this ……………. day of…………….. between Mr. ……..…………… carrying on business at ……………….. hereinafter referred to as the 'Seller' of the One Part and M/s. ……………………………. & Co. Ltd., a Company registered under the Companies Act, 1956 and having its registered office at ……………………..……….. hereinafter referred to as the ‘Buyer' of the Other Part.

WHEREAS the Company is a registered under trade mark and 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.

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 and the buyer 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 Buyer’s factory at …………………... through a carrier and the transport charges will be paid by the Company.

3.  Before taking delivery of the goods the buyer 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 buyer will be entitled to reject the same and inform the Seller accordingly. The seller will removed the rejected goods within …….. week from the receipt of intimation of rejection failing which the buyer 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.  If any complaint have been received by the buyer from the customers regarding said goods then buyer will be entitled reject the said goods. 

5.  The buyer 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 buyer and not to any body else, provided that if any goods are manufactured in excess of the said minimum quantity and the buyer 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 buyer at the price of Rs………….. per piece net and the payment of the price will be made by the buyer to the Seller within a week from the delivery and acceptance of the goods as per the invoice sent by the Seller to the buyer 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 buyer chooses to terminate this agreement, the balance quantity can be made good in the supply of the next month's quota.

9.  The buyer 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 buyer will not be bound to accept the excess quantity but if it accepts, the buyer 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 buyer.

11.  The Seller shall make available to the buyer the data of the properties and characteristics of the said goods to enable the buyer to give technical service and information to the customers of the buyer and to publish literature in respect thereof for promoting the sales.

12.  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 buyer shall give notice to the seller about the complaints to enable the seller to investigate the same.

13.  This agreement will be in force for a period of ……………... months from the date hereof.

14.  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.

15.  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 Act for the time being in force.

THE SCHEDULE ABOVE 

IN WITNESS WHEREOF the parties have put their hands the day and year first here in above written.

Signed and delivered by the                                           )
withinnamed Seller                                                         ) 
in the presence of                                                            )

Signed and delivered for and on                                     )
behalf of M/s. ……………….  & Co. Ltd., by              )
its Managing Director Mr……………..                         ) 
in the presence of………………..                                  )