AGREEMENT BETWEEN
MANUFACTURER AND SOLE SELLING AGENTS WITH CANVASSING RIGHTS
THIS AGREEMENT made on this ......... day of ......... 2000, between XYZ Pharmaceuticals Ltd., a company incorporated under the Companies Act, 1956 and having its registered office at ......... hereinafter called "the company" (which expression shall, unless it be repugnant to the context or meaning thereof, be deemed to mean and include its successors and assigns) of the ONE PART; and ABC Pharmaceuticals Distributors Ltd., a company incorporated under the Companies Act, 1956 and having its registered office at ...... hereinafter called "the distributor" (which expression shall, unless it be repugnant to the context or meaning thereof, be deemed to mean and include its successors and assigns) of the OTHER PART:
WHEREAS
the company is engaged in the manufacture of several medicines and has decided
to appoint a sale selling agent for the whole of India with canvassing rights and
the distributor has agreed to work as such; and
WHEREAS
the distributor is being appointed at sole selling agents having
exclusive
right to sell the medicines manufactured by the company in whole of
India;
and
WHEREAS
the Board of Directors of the company is making this appointment, subject to
its approval by the company in its first annual general meeting held after the
date of this appointment and approval by Central government.
NOW
THIS AGREEMENT WITNESSETH AS FOLLOWS:
1.
The company appoints the distributor as sole selling agents for the sale of all
the medicines manufactured by it in the whole of India and the distributor
agrees to act as such sole selling agents for the whole of India on the terms
and conditions contained herein.;
2.
The appointment will be for a period of five years commencing from the date of
this agreement. However, it may be extended for further periods not exceeding
five years on each occasion.
3.
The distributor shall canvass for, secure orders and push the sale of the
medicines manufactured by the company to the best of its ability and experience
in the whole of India and guarantees to secure orders for the sale of medicines
to the extent of the value of Rs. .......... in a year commencing from the date
of this agreement.
4.
The distributor will advertise the company products at its own cost and
expenses by advertisements in newspapers, journals, magazines, cinema slides or
by any other means. However, the company may advertise at its own costs at its
discretion whether in newspapers, journals, cinema slides or by any other means
and shall indicate the name of the distributor as its sole selling agents.
5.
The distributor shall employ medical representatives at its own cost and
expenses for canvassing the company products amongst the doctors, hospitals,
nursing homes, etc. The distributor shall also employ servants, staff at its
own cost and expenses for doing the business of sole-selling agency.
6.
The distributor will be entitled to appoint sub-agents for any State/District
or any particular area in the country and on such terms and conditions as the
distributor may think fit. However the company shall not be liable for any
dealing between the distributor and its sub-agents.
7.
The distributor shall submit to the company weekly return of the business
secured, the doctors and hospitals approached and canvassed during the previous
week.
8.
The distributor shall forward to the company the orders booked and enquiries
received by it not later than two days from its booking. The distributor shall
remit the money received by it in advance from the customers to the company and
an account thereof shall be submitted to the company every Friday.
9.
The distributor shall not make any representation on behalf of the company
except in conformity with the instructions issued by the company.
10.
The distributor shall book orders of the company's products on the terms and
conditions mentioned in the Schedule attached hereto. The terms and conditions
shall be subject to change by circulars or instructions by the company from
time to time and the distributor will be bound to follow the instructions
issued by the company from time to time.
11.
The company shall pay a commission of ......... % on all orders received
directly or indirectly from the customers through the distributor, which have
been executed by the company. The company shall make payment of the commission
to the distributor at the end of every month.
12.
During the term of this contract, the distributor shall not sell or attempt to
sell the medicines for any other Indian or foreign company.
13.
The agency may be terminated by the company, at any time during the agency
period of five years, after giving one month's notice thereof, in case the
distributor fails to comply with the instructions issued by it or if it omits
to comply with its obligation imposed upon it under this agreement or if the
distributor fails to obtain or procure orders for the minimum guaranteed amount
or if the company feels that the distributor is guilty of any conduct, which is
prejudicial to the interest of the company and in this matter the decision of
the Board of Directors of the company will be final. The distributor may also
terminate this agreement at any time during the agency period, after giving one
month's notice thereof, if the company fails to execute the orders booked by
the distributor or if the medicines supplied by it are sub standard or if the
company without just cause withhold the payment of the commission due to the
distributor under the agreement for a period of three months.
14.
The distributor shall be responsible to make the payment of the medicines
supplied by the company on the orders received by the distributor, if the
constituent to whom medicines were supplied by the company refuses to pay for
the same within two months of the receipt of medicines. The distributor shall
be liable as the surety for the payment of orders booked by it.
15.
The distributor shall deposit a sum of Rs.......... with the company to ensure
the obligations imposed upon it under this agreement. The said sum shall not
carry any interest. The said sum will be repayable to the distributor after one
month of the termination of the agreement after adjustment of accounts between
the parties.
16.
Any and all disputes, controversies, differences arising between the parties
hereto out of or in relation to this agreement or any breach thereof shall be
finally settled by arbitration by two arbitrators, one to be appointed by each
party to the dispute and the arbitrators shall, before taking upon themselves
the burden of reference appoint an umpire. The award given by the arbitrators
or umpire as the case may be, shall be, final and binding on the parties.
17.
At the termination of this agreement whether by efflux of time or otherwise,
the company shall not be liable to pay any commission to the distributor for
the orders received after the expiry of agency period.
18.
This agreement shall be executed in duplicate. The company shall retain the
original and the distributor the duplicate. Each party shall bear the stamp
duty payable in respect of its copy.
19.
Unless otherwise agreed upon, the respective addresses for communication in
respect of any matter relating to this agreement shall be as under:
For
the Company:..........................
For
the Distributor:........................
IN
WITNESS WHEREOF the parties have caused their common seal to be affixed to
these presents and a duplicate thereof, the day, month and year first;
hereinabove mentioned.
Schedule
The
common seal of XYZ Pharmaceuticals Ltd.
was
hereunto affixed pursuant to the Resolution of its
Board
of Directors passed on.......... day of .......... 2000,
in
the presence of S/Shri .......... and ........... directors
of
the Company, who have signed in token thereof
The
common seal of ABC Pharmaceuticals Distributors Ltd.,
was
hereunto affixed pursuant to the Resolution of its
Board
of Directors passed on ......... day of.2000,
in
the presence of S/Shri and.. directors
of
the company who have signed in token thereof.
WITNESSES;
1.
2.
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