THIS
AGREEMENT made on this ......... day of ......... 2000, between XYZ
Pharmaceuticals Ltd., a company incorporated under the Companies Act, 1956 and
having its registered office at ......... hereinafter called "the
company" (which expression shall, unless it be repugnant to the context or
meaning thereof, be deemed to mean and include its successors and assigns) of
the ONE PART; and ABC Pharmaceuticals Distributors Ltd., a company incorporated
under the Companies Act, 1956 and having its registered office at ......
hereinafter called "the distributor" (which expression shall, unless
it be repugnant to the context or meaning thereof, be deemed to mean and
include its successors and assigns) of the OTHER PART:Where
as the company is engaged in the manufacture of several medicines and has
decided to appoint a sale selling agent for the whole of India with canvassing
rights and the distributor has agreed to work as such andWhere
as the distributor is being appointed at sole selling agents having exclusive
right to sell the medicines manufactured by the company in whole of India; andWhere
as the Board of Directors of the company is making this appointment, subject to
its approval by the company in its first annual general meeting held after the
date of this appointment and approval by Central government?NOW
THIS AGREEMENT WITNESSETH AS FOLLOWS:1.
The
company appoints the distributor as sole selling agents for the sale of all the
medicines manufactured by it in the whole of India and the distributor agrees
to act as such sole selling agents for the whole of India on the terms and
conditions contained herein.;2.
The
appointment will be for a period of five years commencing from the date of this
agreement. However, it may be extended for further periods not exceeding five
years on each occasion.3.
The
distributor shall canvass for, secure orders and push the sale of the medicines
manufactured by the company to the best of its ability and experience in the
whole of India and guarantees to secure orders for the sale of medicines to the
extent of the value of Rs. .......... in a year commencing from the date of
this agreement.4.
The
distributor will advertise the company products at its own cost and expenses by
advertisements in newspapers, journals, magazines, cinema slides or by any
other means. However, the company may advertise at its own costs at its
discretion whether in newspapers, journals, cinema slides or by any other means
and shall indicate the name of the distributor as its sole selling agents.5.
The
distributor shall employ medical representatives at its own cost and expenses
for canvassing the company products amongst the doctors, hospitals, nursing
homes, etc. The distributor shall also employ servants, staff at its own cost
and expenses for doing the business of sole-selling agency.6.
The
distributor will be entitled to appoint sub-agents for any State/District or
any particular area in the country and on such terms and conditions as the
distributor may think fit. However the company shall not be liable for any
dealing between the distributor and its sub-agents.7.
The
distributor shall submit to the company weekly return of the business secured,
the doctors and hospitals approached and canvassed during the previous week.8.
The
distributor shall forward to the company the orders booked and enquiries
received by it not later than two days from its booking. The distributor shall
remit the money received by it in advance from the customers to the company and
an account thereof shall be submitted to the company every Friday.9.
The
distributor shall not make any representation on behalf of the company except
in conformity with the instructions issued by the company.10. The
distributor shall book orders of the company's products on the terms and
conditions mentioned in the Schedule attached hereto. The terms and conditions
shall be subject to change by circulars or instructions by the company from
time to time and the distributor will be bound to follow the instructions
issued by the company from time to time.11. The
company shall pay a commission of ......... % on all orders received directly
or indirectly from the customers through the distributor, which have been
executed by the company. The company shall make payment of the commission to
the distributor at the end of every month.12. During
the term of this contract, the distributor shall not sell or attempt to sell
the medicines for any other Indian or foreign company.13. The
agency may be terminated by the company, at any time during the agency period
of five years, after giving one month's notice thereof, in case the distributor
fails to comply with the instructions issued by it or if it omits to comply
with its obligation imposed upon it under this agreement or if the distributor
fails to obtain or procure orders for the minimum guaranteed amount or if the
company feels that the distributor is guilty of any conduct, which is
prejudicial to the interest of the company and in this matter the decision of
the Board of Directors of the company will be final. The distributor may also
terminate this agreement at any time during the agency period, after giving one
month's notice thereof, if the company fails to execute the orders booked by
the distributor or if the medicines supplied by it are sub standard or if the
company without just cause withhold the payment of the commission due to the
distributor under the agreement for a period of three months.14. The
distributor shall be responsible to make the payment of the medicines supplied
by the company on the orders received by the distributor, if the constituent to
whom medicines were supplied by the company refuses to pay for the same within
two months of the receipt of medicines. The distributor shall be liable as the
surety for the payment of orders booked by it.15. The
distributor shall deposit a sum of Rs.......... with the company to ensure the
obligations imposed upon it under this agreement. The said sum shall not carry
any interest. The said sum will be repayable to the distributor after one month
of the termination of the agreement after adjustment of accounts between the
parties.16. Any
and all disputes, controversies, differences arising between the parties hereto
out of or in relation to this agreement or any breach thereof shall be finally
settled by arbitration by two arbitrators, one to be appointed by each party to
the dispute and the arbitrators shall, before taking upon themselves the burden
of reference appoint an umpire. The award given by the arbitrators or umpire as
the case may be, shall be, final and binding on the parties.17. At
the termination of this agreement whether by efflux of time or otherwise, the
company shall not be liable to pay any commission to the distributor for the
orders received after the expiry of agency period.18. This
agreement shall be executed in duplicate. The company shall retain the original
and the distributor the duplicate. Each party shall bear the stamp duty payable
in respect of its copy.19. Unless
otherwise agreed upon, the respective addresses for communication in respect of
any matter relating to this agreement shall be as under:For
the Company:..........................For
the Distributor:........................In
Witness Where of the parties have caused their common seal to be affixed to
these presents and a duplicate thereof, the day, month and year first;
hereinabove mentioned.ScheduleThe
common seal of XYZ Pharmaceuticals Ltd. was hereunto affixed pursuant to the
Resolution of itsBoard
of Directors passed on.......... day of .......... 2000, in the presence of
S/Shri .......... and ........... directors of the Company, who have signed in
token thereofThe
common seal of ABC Pharmaceuticals Distributors Ltd., was hereunto affixed
pursuant to the Resolution of its Board of Directors passed on ......... day
of.2000, in the presence of S/Shri and.. directors of the company
who have signed in token thereof.WITNESSES;1.2.