Agreement Between A Manufacturer And Selling Agent - Legal Draft

An

Agreement made on this..day of between ABC & Co. Ltd. having

its registered office at.(hereinafter called the manufacturer) of the one

part AND PN son of..resident of.(hereinafter called the agent) of

the other part.Whereas

the manufacturer carries on the business of manufacturing banyans, underwears,

hosiery and other wearing apparel of all kinds.and

Whereas the manufacturers is desirous of opening retail shops in various towns

of India and is willing to appoint agents for this purpose who shall have to

act exclusively as the selling agents of the products of the manufacturer.and

whereas the said agent has approached the manufacturer and expressed his consent

to act as such agent on the terms and conditions mutually agreed upon.Now,

therefore, this Agreement Witnesses as Follows:1.

The

manufacturer carries on the business of manufacturing baniyans, underwears,

hosiery and other wearing apparel of all kinds.2.

The

manufacturer is desirous of opening retail shops in various towns of India and

is willing to appoint agents for this purpose who shall have to act exclusively

has the selling agents of the products of the manufacture.3.

The

said agent has approached the manufacturer and expressed his consent to act as

such agent on the terms and conditions mutually agreed upon;Now,

therefore, this Agreement Witnesses as Follows :1.

That

the agent shall deposit a sum of Rs..as security for the due fulfilment of

the terms of this agreement as well as for the adjustment thereof against the

price of the goods supplied to the agent by the manufacturer from time to time.2.

That

the manufacturer shall supply an assortment of goods manufactured by it

approximately of the value of Rsin the first instance and thereafter shall

furnish to the agent at his request in writing such further goods as may be so

requisitioned by him or as the manufacturer may think expedient to supply to

the agent to be kept in the shop run by the agent, so that the total value

thereof at any time may not, if requisitioned by the agent, exceed the value of

Rsbut it shall be at the option of the manufacturer to supply further

goods of its manufacture, which it may deem expedient, subject, however, to the

compliance with the requisition made to the manufacturer by agent as aforesaid

to replenish the stock which, in the opinion of the agent, finds a ready market

for its sale.3.

That

the agent shall keep proper account and shall issue cash voucher for every

article sold by him, which shall be prepared in triplicate, one legible copy

whereof shall be submitted to the manufacturer by the agent every Friday or the

next day on which the shop is opened by the agent in case Friday should be a

close-day. The copies of such vouchers shall be accompanied with a statement of

account showing the goods received by the agent from the manufacturer during

the previous week ending with Saturday previous to Friday on which the return

is so submitted.4.

That

all the goods supplied by the manufacturer shall be deemed to be in trust with

the agent for the purposes of sale on behalf of the manufacturer and any willful

omission or non-mention thereof in the return of the sale and receipt of goods

submitted to the manufacturer weekly as aforesaid shall be deemed to be a

misappropriation thereof unless such omission when pointed out and notified by

the manufacturer is not rectified or appropriately explained within one week of

such notification.5.

That

the manufacturer shall pay to the agent a commission of.per cent on the sale

of the goods so supplied to the agent. The agent shall be entitled to deduct

the commission out of the sale-proceeds and shall be bound to remit to the

manufacturer the balance of the sale-proceeds receive by the agent up to

Saturday previous, which shall be so remitted on or before Friday next ensuing.

The agent, however, shall, at his discretion, be entitled to sell not more than

10 per cent of the sales effected during the week on credit and he shall be

bound to realise such out standings within two months of the sale be bound to

pay in cash from his own pocket for the price of the foods so sold on credit.

The return submitted by the agent shall show in a separate account the sales so

made on credit and the realizations made thereon from time to time.6.

That

the agent shall not sell any article at a price less than the one marked

thereon by the manufacturer or fixed in respect of the article by the

manufacturer from time to time. Any article which becomes soiled or partly

broken or otherwise unfit for sale or otherwise apparently diminished in value

shall not be exposed for sale by the agent except with the prior approval of

the manufacturer, and at prices to be mutually settled between the parties. The

agent shall be entitled to give a concession of not more than 5 per cent of the

saleable value of any article to any old customer of the agent or any relation

of the agent. The agent shall indicate in the return submitted by him weekly as

provided in the agreement the fact of such sale at concessional rates.7.

That

the agent shall take reasonable care of the goods supplied by the manufacturer

and in case of any theft or injury thereto destruction thereof, he shall make a

report to the police in case of a cognizable offence having been committed in

respect thereof and forward a copy thereof to the manufacturer or submit a

report in respect thereof within three days of the occurrence or its cognizance

by the agent. the agent shall assist the manufacturer in the apprehension of

the offender or in alleviating or removing the cause of such injury, if any. In

the event of the manufacturer making a claim for compensation or otherwise from

any insurance company the agent shall assist the manufacturer as if the agent

was himself the assured.8.

That

the agent shall keep the goods of the manufacturer for sale in a premises

approved by the manufacturer which shall kept clean and well equipped with

furniture and other conveniences for the customers.9.

That

this agreement is made to run for a period of two years liable, however, to be

terminated earlier, ipso facto in the event of bankruptcy or death of the agent

or at the expiry of a notice of a fortnight served on or delivered to the agent

at his address aforementioned or sent by registered post to him at the said

address in case of default of or breach committed by the agent in respect of

any of the terms of this agreement. The agent may also terminate this agreement

after giving one months notice to the manufacturer in any of the aforementioned

modes in case the manufacturer should fail to comply with or commit a breach of

the terms of this agreement.10. That

any dispute arising between the parties touching the interpretation or

compliance or non-compliance with the terms or conditions of this agreement

shall be referred to the arbitration of the President of the District Bar

Association who may determine the dispute himself or refer the dispute to the

arbitration of any other member of the Bar Association at .The fees of the

arbitrator shall be determined by the said President with the assent of the

parties, failing which by Court having jurisdiction at..to try and decide

the dispute.11. That

at the termination of this agreement, the accounts between the parties shall be

mutually adjusted within one month of such termination . In case any party

fails to assist in such examination or adjustment of accounts and the taking of

stock, the other party may refer the examination and taking of accounts to the

determination of the President of the District Bar Association at.and the

provision of CI. 9 aforesaid shall apply thereto.12. That

no commission shall be payable to the agent after the termination of the

agreement whether by efflux of time or otherwise under this agreement, except

when this agreement is renewed and the parties mutually further agree thereto

or the arbitrator in the event of reference thereto, thinks fit to allow such

commission either by interlocutory award or finally subject to such terms as

the arbitrator may deem proper.13. That

the agent shall not, during the period of two years fixed in the agreement (and

notwithstanding prior determination thereof by any party thereto), sell goods

of any other manufacturer or person and the manufacturer shall not appoint any

other selling agent within a radius of . Yards of the shop of the agent.in

witness whereof the parties have signed this agreement on the day and year

first above written...

..(Agent)

(Manufacturer)