Agreement for Distributorship
This agreement is made on the 10th day of October 2000 between AB Co. Ltd., a company registered under the Companies Act 1956 and having its registered office and carrying on business at (hereinafter called the company) and CD Ltd., a Company registeted under the Companies Act 1956 and carrying on business at………….(hereinafter called the distributor).
Whereas the company carries on business as publisher and seller of books on legal and allied subjects.
And whereas the distributor has a book shop at Bangalore with spare capacity with sales outlets.
And whereas the distributor has approached the company for being appointed as the sole distributor of the company's publications in Bangalore and within a radius of 5 miles thereof to which the company has agreed.
Now these presents witnesseth and the parties agree as follows:
1. The company hereby appoints the distributor to be its sole distributor and the distributor agrees to act as such to establish, promote and extend the sale of publications of the company in Bangalore and within a radius of 5 miles thereof (hereinafter called the said territory).
2. The agreement shall commence on the 10th day of October 2000 and shall continue for a period of 5 years and thereafter will stand extended from year to year until terminated by 6 months' notice in writing given by either party to the other.
3. The distributor shall not engage in selling or otherwise being concerned in the sale of books competing with or in the same class as the publications of the company.
4. The company shall not sell the publications to any other person in the territory or outside the territory who the company knows or has reason to believe intends to resell the publications within the territory. The company further agrees to refer all inquiries for its publications reaching it from the territory to the distributor.
5. The distributor agrees to pay for all publications of the company ordered and accepted by it within 30 days of delivery.
6. All publications shall be dispatched by road transport or by goods train carriage paid or by such other means as may be agreed.
7. The company shall allow the distributor a discount or rebate of 30 per cent on the quoted price and shall allow a further discount/rebate of 10 per cent on the net value of all publications which the distributor takes delivery of and pays for in any period of twelve calendar months in excess of the amount of Rs. 2 lakhs.
8. The distributor shall at all times during the continuance of this agreement offer for sale and sell the publications without giving any warranty of any sort. The distributor shall at all times during the continuance of this agreement maintain a stock of all the publications for display purposes. The distributor shall have no right of action against the company in respect of any loss occurring to it by reason of any delay in delivery occasioned by shortage of stock or delays in transit or delays caused by accidents or strikes or for reasons beyond the control of the company. The distributor shall not assign the benefit of this agreement without the prior written consent of the company.
9. The company reserves the right to grant licences for the printing of the Company's Publications within the territory and itself to establish shops for the sale or distribution of the products within the territory without being liable in any way to remunerate the distributor in respect of sales of the products thereafter printed within the territory.
10. The distributor shall submit its scheme for publicity for approval of the company at intervals and 3 months ahead of the date from which it is proposed that it should commence and the company agrees to reimburse the distributor to the extent of 50% of its publicity costs provided that the liability of the company shall not exceed 3% of the value of the product ordered by the distributor.
11. The distributor shall report to the company from time to time upon the development of business and generally upon trade conditions in the territory.
12. This agreement shall not be construed as a partnership between the parties hereto or constitute or be deemed to constitute the distributor an agent of the company for any purpose whatever and the distributor shall have no authority or power to bind the company or to contract in the name of and create any liability against the company in any way or for any purpose.
13. The company shall have the right at any time by giving notice in writing to the distributor to terminate the agreement forthwith if the distributor commits a breach of any term or condition of this agreement or winding up proceedings are initiated.
14. Any dispute, difference or question which may arise at any time hereafter between the company and the distributor touching the true construction of this agreement or the rights and liabilities of the parties hereto shall be referred to the decision of a single arbitrator to be agreed upon between the parties or in default of agreement to be appointed at the request of either party in accordance with and subject to the provisions of the Arbitration and Conciliation Act 1996 or any statutory modification or re-enactment thereof for the time being in force.
In witness whereof the parties herein have executed these presents on the day, month and year first above-written.
Signed, sealed and delivered by Mr. XY pursuant to Board Resolution of 2nd October 2000 of AB Co. Ltd. in the presence of:
Signed, sealed and delivered by Mr. MN pursuant to the Board Resolution of 3rd October 2000 of CD Ltd. in the presence of: