Agreement Between A Company And Sole Selling Agents - Legal Draft

This

Agreement made on this .. day of . BETWEEN Bande & Bande Ltd.

(hereinafter referred to as the company ) having its registered office and

factory at Mokamganj, Warle, Bombay , of the one part and Jai Jai & Sons

(P.) Ltd., carrying on business at Chandni Chowk, Delhi ( hereinafter called

the sole selling agents ) of the other part.Whereas1.

The

company is engaged in the manufacture of cotton and textiles polyester fibre

yarn suitings and shirtings.2.

The

sole-selling agents are the whole-sale traders in suitings and shirtings and

other textile goods in north India with headquarter at Delhi.3.

The

company in its general meeting held onhas decided to appoint Jai Jai &

Sons (P.) Ltd. as the sole-selling agents for northern India for whole-sale

business of the companys manufactured suitings and shirtings and the Central

Government has also approved the appointment of the said sole-selling agents

vide letter NO..dated4.

It

is agreed between the parties that the company shall appoint Jai Jai & Sons

(P.)Ltd. as the sole selling agents for the suitings and shirtings manufactured

by the company and the said Jai Jai & Sons (P.) Ltd, have agreed to act as

the sole-selling agents for the company.Now this

Agreement Witnesses as Follows :1.

That

the company appoints Jai Jai & Sons (P.) Ltd, Delhi as the sole-selling

agents for the North India including the States of J. & K., Haryana,

Punjab, Bihar, Rajasthan, Uttar Pradesh, Union territory of Chandigarh and

Delhi for the suitings and shirtings manufactured by the company and the said

sole-selling agents will have the exclusive right and authority to sell whether

in cash or on credit and procure the orders for sale of the said product of the

company in any manner in the territories mentioned above.2.

The

appointment of sole-selling agents shall take effect from 1 st day

of.198..and shall operate for a period of five years from the said

date without prejudice to the right of reappointment but subject to the

approval by the Company in general meeting and also subject to the approval by

the Central Government as required under section 294 of the Companies Act,

1956, and Rule 2 of the Companies (Appointment of Sole Agents) Rule, 1975.3.

The

sole-selling agents shall have the right to operate in the entire territories

of North India as mentioned above either directly or through their branch

offices, associates or sub-agents for giving effect to this agreement.4.

The

sole-selling agents in consideration their selling and procuring orders for the

sale of the companys products shall be paid a commission at a rate not

exceeding 30% but determinable by the mutual agreement of the parties at the

commencement of every year on sales effected by them at agreed intervals of

time on the amount actually collected by them in accordance with the incentive

rates on the amount collected, agreed to, and described in the Schedule

hereinafter annexed.5.

The

sole-selling agents hereby covenant:i

That

they will exclusively engage in the sale of the companys products to the best

of their efforts and shall not engage in the sale of similar or identical

products of other manufactures.ii

That

they will protect preserve and maintain patents and trade mark of the companys

products sold by them in all possible manner at their own cost and will never

allow others to use the same unauthorisedly.iii

That

they will keep and maintain the full and complete accounts of the sale of the

companys products, area-wise and region-wise and submit quarterly reports of

sale, stock in hand, realisation of credit bills and any other information as

may be desired by the company at any time or from time to time;iv

That

they will not create any obligation involving payments either in cash or king

on behalf of the company and shall not assign the interest, rights and

obligations arising out of these presents to any third party;v

That

they shall keep the company will informed of the demands of the companys

products arising in the territories of their operation from time to time.1.2.3.4.5.6.

The

company also hereby covenants as under :I.

That

it shall provide the sole-selling agents complete catalogue, instruction books,

circulars for promoting sales of its products and publish advertisements in

local and regional newspapers for promoting sales of the companys products.II.

That

it shall execute orders placed by the sole-selling agents with all reasonable

despatchIII.

That

it shall not entertain and execute direct orders from the territories assigned

to the sole-selling agents and in case any orders are received by it the same

shall be passed on to the sole-selling agents and they will be paid commission

20% on such orders.7.

The

parties hereto hereby agree as under :I.

That

nothing contained herein shall prejudice the rights of the company to appoint

another selling agents in any of the aforesaid States or to open its own retail

shop in writing where it is found necessary to promote public distribution

system or to execute any special programme of the Government of India. However,

so the company shall obtain prior consent in writing of the sole-selling agents

in that behalf.II.

That

the retail price of the product shall always be determined by the company in

consultation with the sole-selling agents.III.

That

the agreement is renewable subject to mutual consent of the parties hereto on

the expiry of five years.IV.

That

the agreement may be terminated by either party on giving six months, notice in

advance to the other party in writing but by registered post.V.

That

any dispute arising between the parties hereto shall be referred to the sole

arbitrator Shri.and the decision/award of such arbitrator shall be

binding upon the parties hereto.VI.

That

the Delhi courts will have the sole and exclusive jurisdiction of decide the

issues in dispute between the parties hereto.in

Witness Whereof, Etc. Schedule Referred to above