Agreement For Appointment Of A Distributor For A Specified City - Legal Draft

DISTRIBUTOR

AGREEMENTTHIS Agreement is

made at..on this..day of20 between:M/s. , a

partnership firm having its principal office at (hereinafter referred to as

"the Principals", which expression shall unless repugnant to the

context, be deemed to include the partners for the time being and from time to

time constituting the said partnership firm, the survivor of them, the legal

representatives, heirs, executors and administrators of such last survivor) of

the ONE PART.AndM/s. PQR

Enterprisers, through its proprietor Shri.. (hereinafter called "the

Distributor" which expression shall unless repugnant to the context, be

deemed to include his heirs, administrators, executors, legal representatives,

successors and assigns) of the OTHER PART.WHEREAS the

Principals are the sole selling agents of M/s. ABC Ltd., for the whole of India

and under the Agreement dated..executed between M/s. ABC Ltd and the

Principals, the Principals are entitled to appoint agents, distributors for

marketing the products of ABC Ltd, hereinafter referred to as the company.AND WHEREAS the

distributor has got a big showroom at..and has requested the Principals

to appoint it as its distributor for marketing the company's products.AND WHEREAS the

Principals have agreed to appoint M/s. PQR Enterprisers as their distributor to

sell the products of the company.NOW IT IS HEREBY

AGREED BETWEEN THE PARTIES AS UNDER:1.

The

Principals appoint M/s. PQR Enterprisers as the sole distributor for the city

of Jaipur, Rajashtan for the purpose of promotion and sale of the company's

products for a period of years from the date hereof on the terms and

conditions set forth hereunder.2.

The

distributor shall work conscientiously and in a business like manner for the

promotion and sale of the products of the company.3.

The

distributor shall fix the retail price in consultation with the Principals from

time to time and make the sale of the company's products against cash memos.4.

The

distributor shall maintain fifteen days stock of company's products for sale at

his own cost and shall not pledge the stock to bankers or other creditors

without obtaining the prior consent from the Principals in writing. The

Principals may grant consent for the pledge of the stock subject to terms and

conditions and the distributor shall abide by such terms and conditions and

bring the same to the notice of the bankers or creditors.5.

The

distributor shall not sell the goods directly or indirectly outside the agency

district. The distributor while selling the company's products to persons in

trade shall obtain undertaking in writing that the company's products shall not

be resold outside the

district agency and the said products shall not be resold to the public

below the fixed retail price.6.

The

distributor shall be responsible for the rent and other expenses of the

showroom and godown occupied by him for the purpose of agency business. He

shall at his own expense keep insured the company's products for full value

against all risks. The Principals may inspect the receipts for the rent, rates

and taxes of the showroom and godown and for the premium of insurance policies.

The Principals will not be liable or responsible for the expenses relating to

or incidental to the said agency.7.

The

distributor shall make all sales on cash basis and shall keep record of all

sales and shall remit the sum received by him to the Principals on each

Saturday. The distributor may deduct the commission at the rate of..per

cent, while remitting the sale proceeds. The distributor shall send weekly

reports of the sales, net realisation, stock in hand, etc. to the Principals.8.

The

distributor shall be entitled to..per cent commission on the sale price of

the products realised on the basis of accounts maintained by him.9.

The

products supplied by the Principals shall be the property of the Principals and

they will be entitled to take possession of the said products at any time. The

distributor shall maintain record of stock received by him, goods sold by him

and the goods in stock in godown and showroom. The Principals have the right

without prior notice to cause a stock checking of the company products supplied

by them and if any shortage or deficiency is found on such stockchecking, the

distributor shall pay to the Principals the list price of such shortage or

deficiency less the deduction by way of commission.10.

The

Principals will not sell the company's products to any person in the agency

territory and will redirect all inquiries or orders for Principal's products

received by them from persons resident in agency district to the distributor.

The distributor shall also refer to the Principals all enquiries or orders for

the Principal's products from the persons resident outside agency district and

enquiries or orders from persons resident in the agency district for the

purpose of resale outside the

agency district. The distributor shall not be entitled to any commission on the

sale resulting from such enquiries or orders.11.

The

rights under this agreement shall not be assigned or transferred to any other

person, except with the prior permission of the Principals in writing.12.

In

the event of any dispute arising between the distributor and any customer

regarding the purchase of company's products, the distributor shall inform the

Principals immediately, who will advise the distributor the appropriate action

which has to be taken by him in the matter.13.

The

distributor guarantees a minimum sale of the value of Rs ..per year. In

case, the sale falls short by 25% or more for consecutive two years, M/s

agreement may be terminated by the Principals.14.

Any

of the parties may terminate this agreement by serving a notice of three months

to the other party. The accounts between the parties will be settled and

adjusted finally within the aforesaid period of three months.15.

On

the expiry or earlier determination of this agreement, the distributor shall

forthwith deliver to the Principals all the unsold stock of goods, all books of

account and other documents of agency to the principals and shall pay to the

principals for the shortage or deficiency of stocks at list prices less

commission allowed to the distributor.16.

Any

dispute, difference or claim arising out of or in connection with or incidental

to this Agreement shall be first attempted to be settled by mutual discussion,

failing which the parties shall refer the same to arbitration by an independent

Arbitrator appointed by the Mutual consent of both the parties. The Arbitrator

shall conduct arbitration proceedings in accordance with the Arbitration and

Conciliation Act, 1996 or any amendments thereto. The venue of arbitration

shall be at ...17.

This

agreement shall be executed in duplicate. The original shall be retained by the

Principals and the duplicate by the distributor.IN WITNESS WHEREOF,

the parties have caused their common seal to be affixed to these presents and a

duplicate thereof, the day and year hereinabove writtenWITNESSES1

The CompanyFor ..()Partner2.

The .For

.()Proprietor