APPOINTMENT OF DISTRIBUTOR
Date __________________________________________________________________________ (hereinafter called the company which expression shall where the context so allows include the assigns of the company) of the ONE PART.
___________________________________________________________________________ (hereinafter called the distributors which expression shall where the context so allows include the permitted assigns of the distributors) of the OTHER PART.
WHEREBY IT IS AGREED as follows:
1. This agreement shall come into force on the _________ day of 20___ and shall continue (for a period of _______ years and thereafter from year to year) until determined in accordance with the provisions in that behalf hereinafter contained.
2. The distributors agree to purchase from the company and the company agrees to sell to the distributors during each period of twelve calendar months while this agreement continues in force products of the company to the net value of Rs ______. In this agreement the net value of any products means the full list price of those products as shown in the company’s price list as current from time to time but excluding any sales tax chargeable. Orders by the distributors for the company’s products shall be made to the company at (address) or to such other address as may subsequently be notified by the company and the company shall sell the products to the distributors in accordance with such orders at the full list price as shown in the company’s price list subject to the right of the company to change the prices of its products without notice.
3. The company under takes to supply to the distributors such reasonable and adequate supplies of the products as shall be ordered by the distributors and the price as subject to commission at the rate of ______ (5%) per cent of the for price being payable to the distributors.
4. The distributors agree not to bind the credit of the company in any way and not so to act as to compromise the credit of the company and to undertake no guarantee or warranty in respect of the products except as shall previously have been authorised by the company in writing and in all matters of trade or technical description shall faithfully follows such description as shall be established or ratified by the company in relation to suitability for use of products in the territory.
5. The distributors agree not to sell any of the products to any person not carrying on trade as ________ except at the full list price as or to a person carrying on that trade except at that price less a discount or rebate of ______ per cent and when selling the products to any such person carrying on that trade shall bring expressly to the purchaser’s notice the company’s conditions of sale and in particular the conditions relating to minimum retail prices.
6. The distributors shall sell the products in the same condition as they are received by them and shall not alter remove or in any way tamper with any of the company’s marks or numbers on the products except that the distributors shall have the right to attach to the products by means of a plate label or by other suitable means bearing their name and address and indicating that they are the suppliers of the product and are authorised distributors for the company.
7. It is understood and agreed between the par ties hereto that the agreement shall not be construed as constituting the distributors as agents of the company for any purpose whatever. The distributors shall be entitled to describe themselves as authorised dealers or distributors of the company’s products but shall not describe themselves as agents for the company or in any words indicating any relationship of agency existing between the parties.
8. The company shall prepare a standard spares list not exceeding two per cent by value of the products and the distributors shall purchase stock and maintain stocks of spares according to that list. Upon determination of this agreement all stocks of spares held by the distributors shall be held at the disposal of the company and disposed of as it may at that time direct.
9. In the event of delivery being frustrated or delayed by strikes, riots, lockouts, trade disputes, acts of restraint of Government or other cause not within the control of the company then it is agreed that the company shall not be held responsible for any loss of trade or profit consequent upon such cause.
10. The distributors shall have right to appoint retail traders for the sale of the products in the territory and shall authorise them to hold themselves out as authorised dealers in the products provided, however, that if complaints shall reach the company from the territory in respect of the conduct of such retail traders the company shall have the right to require that the distributors take all necessary steps to rescind the appointment of the offending trader as an authorised dealer in the products.
11. The company agrees to provide free of charge sale leaflets, sales aids and services manuals in [language] in such quantities as it shall consider reasonable.
12. The distributors shall at all times keep and maintain proper books of account in respect of their purchases and sales of the products and dealings in relation thereto shall be available for inspection by any person duly authorised by the company at all reasonable times.
13. Either party hereto shall have the right to determine this agreement (after the expiration of the period of _____ years) by giving _______ months notice in writing to the other.
14. _____________ the company shall have the right at any time by giving notice in writing to the distributors to terminate the agreement forthwith in any of the following events:
15. If the distributors commit a breach of any of the terms or conditions of this agreement:
16. If the distributors enter into liquidation whether compulsorily or voluntarily otherwise than for the purpose of amalgamation or reconstruction or compound with their creditors or have a receiver appointed of all or any part of their assets or take or suffer any similar action in consequence of debt (or in the case of natural persons or a partnership: If the distributors or any of the members of the firm become bankrupt or insolvent or enter into any arrangement with their creditors or take or suffer any similar action in consequence of debt.)
17. In the event of the company ceasing to carry on business as manufacturers of the products it may at any time terminate this agreement by giving _______ months notice in writing to the distributors.
18. The words “in writing” whenever contained in this agreement shall be deemed to include any communication sent by letter, telegram, teleprinter, cablegram or wireless telegraphy.
19. Save as hereinbefore otherwise provided any notice required to be given hereunder shall be sufficiently given to the distributors if forwarded by registered post certificate of posting telex or telegraph to the last known postal address of the distributors and shall be sufficiently given to the company if similarly forwarded to its registered office.
20. Any dispute, difference or question which may arise at any time hereafter between the company and the distributors touching the true construction of this agreement or the rights and liabilities of the parties hereto shall unless otherwise herein expressly provided be referred to the decision of a single arbitrator to be agreed upon between the parties or in default of agreement to be appointed at the request of the either party in accordance with the subject to the provisions of the Arbitration and Conciliation Act, 1996 or any statutory modifications or re-enactment thereof for the time being in force.
AS WITNESS etc.