Agreement For Sale Of Goods Under The Buyer’s Trade Mark - Legal Draft

This Agreement is

made at ... this ... day of... between Mr. A carrying on business at ...

hereinafter referred to as the 'Seller' of the One Part and M/s A B & Co.

Ltd., a Company registered under the Companies Act, 1956 and having Its

registered office at... hereinafter referred to as the 'Company' of the Other

Part.Whereas the Company

is a registered proprietor of a trademark and which trade mark is duly

registered under the Trade & Merchandise Act, 1958 in the name of the

Company. In respect of goods being ... The particulars of the said trade mark

and the specifications and description of the said goods are given in the

Schedule hereunder written and referred to as the said 'Trade Mark' and 'the

said goods', respectively.And Whereas the

Company is manufacturing and selling several types of goods under other trade

marks registered in its name and therefore proposes to entrust the work of

manufacturing the said specific goods mentioned in the Schedule hereunder

written to somebody else and the Seller has offered to do so.And Whereas the

parties have, therefore proposed to enter into this agreement re- cording the

terms and conditions regarding the said transaction agreed upon between the

parties in the manner following.Now it is agreed

between the parties hereto as follows:-1.

The

Seller agrees to manufacture and supply the said goods described in the

Schedule hereunder written to the Company. The Seller will supply and the

Company shall buy the minimum quantity of... goods every month.2.

The

goods so manufactured in every month will be transported by the Seller to the

Company's factory at ... through a carrier and the transport charges will be

paid by the Company.3.

Before

taking delivery of the goods the Company will be entitled to examine them and

verify whether they are according to the specifications and description

mentioned in the Schedule hereunder written and If they or any of them are not

according to the said specifications and description, the Company will be

entitled to reject the same and inform the Seller accordingly. The rejected

goods will lie at the Company's factory at the Seller's risk and the latter

will arrange to remove them within a week from the receipt of intimation of

rejection failing which the Company will be entitled to dispose of them or

destroy them. If any price is received for such rejected goods the same will be

given credit to the Seller.4.

The

Company will also be entitled to reject such of the goods or the same shall be

deemed to be rejected, if even after taking delivery, the said goods are

rejected by the customers or in respect of which complaints have been received

and such rejected goods will be taken back by the Seller as aforesaid failing

which they will be disposed of or destroyed as aforesaid and the price If any

recovered in respect thereof will be given credit to the Seller.5.

The

Company will sell the said goods under the Trade Mark mentioned in the schedule

hereunder written and the seller will not represent in any way that the said

goods are sold by him under the said Trade Mark.6.

The

Seller will sell the said goods only to the Company and not to any body else,

provided that if any goods are manufactured in excess of the said minimum

quantity and the company is not willing to buy such excess quantity from the

Seller, the Seller will be entitled to sell such excess quantity to any other

person but without the use of the said Trade Mark.7.

The

said goods will be sold by the Seller to the Company at the price of Rs... per

piece net and the payment of the price will be made by the Company to the

Seller within a week from the delivery and acceptance of the goods as per the

invoice sent by the Seller to the Company In respect thereof subject to what Is

otherwise provided herein.8.

If

the Seller fails to supply in any month less quantity than the minimum quantity

to be supplied as aforesaid, then, unless the Company chooses to terminate this

agreement, the balance quantity can be made good In the supply of the next

month's quota.9.

The

Company agrees and undertakes that it will not buy the same -type of goods from

any other manufacturer or any other person during the pendency of this

agreement.10.

If

the Seller produces and delivers in any month more quantity than the said

minimum the Company will not be bound to accept the excess quantity but if it

accepts, the Company will pay the price thereof. In case of the seller

intending to supply any excess quantity he shall give atleast on month's/week's

notice previously giving intimation thereof to the Company.11.

Provided

that if due to any force major cause, such as floods. fire. accident, or any

other such cause including break-down of machinery, or strike of workers of the

Seller, the Seller is not able to supply the minimum quantity in any month, the

Seller will not be deemed to have committed breach of this agreement but in

that event the Company will be entitled to purchase the quantity of goods not

supplied or less supplied by the Seller from any other source.12.

The

Seller will not be responsible to render any help to the Company In promotion

of sale of the said goods or to render any sale-service. The sale of the said

goods supplied to the Buyer, will be the responsibility of the Company.13.

The

rights and benefits under this agreement will not be assignable by any party

hereto without the consent of the other.14.

The

Seller shall make available to the Company the data of the properties and

characteristics of the said goods to enable the Company to give technical

service and Information to the customers of the Company and to publish

literature in respect thereof for promoting the sales.15.

Any

warranties or conditions. statutory or otherwise, whether express or implied as

to the quality or fitness for the purpose of the goods are expressly excluded.

The Company shall give notice to the seller about the complaints to enable the

seller to investigate the same.16.

This

agreement will be in force for a period of... months from the date hereof.17.

If

any party commits breach of any term of this agreement the other party shall be

entitled to cancel this agreement by giving fifteen days notice in writing to

the other and on the expiration of the said period this agreement shall stand

cancelled unless the breach is remedied or condoned.18.

In

the event of any dispute between the parties in respect of this agreement of

whatsoever nature, the same shall be referred to arbitration of a common

arbitrator if agreed upon failing which to two arbitrators, one to be appointed

by each party hereto and the arbitration shall be governed by the Arbitration

& Conciliation Act, 1996.THE SCHEDULE ABOVE

REFERRED TOIN WITNESS WHEREOF

the parties have put their hands the day and year first hereinabove written.Signed and delivered

by the withinnamed Seller ...in the presence of

... ...Signed and delivered

for and onbehalf of M/s. A B

& Co. Ltd., by its Managing DirectorMr. in the presence

of ... ...