Agreement For
The Appointment Of Exclusive Agent To Sell Goods In Foreign Country On
Commission
THIS AGREEMENT made at……………..this……………..day
of................20…………….. between A B Co. Ltd., a company incorporated in
India and having its registered office at ……………..India(hereinafter referred to
as "the Company") of ONE PART and X Y Co.Ltd., a company incorporated
in USA and having its registered office at......................USA (hereinafter referred to as "the Sole
Agent") of the OTHER PART;
WHEREAS the company is engaged in the
business of exporting.............................; and
WHEREAS the company wants to appoint the
agents in USA for selling the aforesaid export items in USA; and
WHEREAS the sole agents are engaged in the
business of imported goods of the character which the company exports and are
having a sale office at……………..in……………..for the said purpose; and
WHEREAS the company has agreed to appoint the
sole agents as their sole agents on the terms and conditions mutually settled
between the parties,
NOW THIS AGREEMENT BETWEEN THE AFORESAID
PARTIES WITNESSES:
(1) The company appoints the sole agents for
selling the goods exported by it in USA for a period of ……………..years w.e.f.
…………….. to ……………..
(2) The company shall maintain the stock of
the products in the custody of the sole agents, at its sales office to be
disposed of as hereinafter provided. However, it shall be in the discretion of
the company to determine the quantity of the products to be supplied to the
sole agents and it shall not incur any liability because of its inability or
refusal to supply the sole agents with any product or products at any time or
times.
(3) The products consigned by the company to
the sole agents shall remain the property of the company until the same are
sold in the manner hereinafter provided. The sole agents shall have no right
whatsoever to create any mortgage, pledge or charge on the stock of the company's
products or deal with it in any manner otherwise than as provided herein. The
proceeds arising out of sale of company's products shall be held for the sole
and exclusive benefit of the company and for their account.
(4) The sole agents shall execute and file
any and all instruments and perform any and all acts, required in USA to
confirm that the company is the sole owner of all products consigned to the
sole agents and of any and all proceeds arising from the sale or sales thereof.
(5) That the sole agents shall store and
display the company products in its showroom and other places, by previous
consent of the company. The products are always open to inspection and checks
by the company through any of its officers, who shall have access at all times,
during business hours to the place or places in which the products may or shall
be stored by the sole agents.
(6) The company shall make all arrangements
for shipment of the products and the sole agents will be responsible for safe
stocking in all regards of the products supplied to them on consignment
account. The products will be insured at the sole agents costs and the sole
agents will be responsible for all costs
incurred in storage, cartage, transportation and sale of the products from the
time the products are delivered to it at .......................port.
(7) The sole agents shall examine the
products immediately after receipt and
any defects found out shall promptly be reported without fail to the company,
otherwise the products shall be deemed as accepted. The sole agents shall
return to the company the products found defective about which report has been
sent by the sole agents. If the company directs sole agents to return all or
any part of the products that shall not have been sold, the sole agents shall
immediately comply with the direction.
(8) The company grants to sole agents the non‑exclusive
right to sell, market or otherwise distribute the products in USA and it shall
not sell any of the products, directly or indirectly in USA except through the
sole agents.
(9) The sole agents shall work
conscientiously, energetically and in a business like manner for the promotion,
popularisation and sale of products of
the company and shall not during the subsistence of this selling agency, work
directly or indirectly for any other person, firm, association or corporation.
(10) The sole agents shall make sales of the
products of the company at such prices, and upon such terms and conditions laid
down by the company from time to time. The sole agents shall not be authorised
to accept orders for, or to commit the company to, the sale or delivery of the
products in excess of the unsold stock of products at the time in the custody
of the sole agents.
(11) The sole agents shall properly maintain
all such registers, books including the account books and ledgers and files as
are maintained by business concerns and the same shall be open to inspection
and checks by the company through any of its officers, who shall have a right,
with a corresponding obligation on the part of the sole agents, to inspect and
check the stock position of the company's products lying in the godown of the
sole agents or anywhere else if so stocked by the sole agents.
(12) The sole agents will render to the
company a report not later than the tenth day of each month, on the forms
supplied by the company for the purpose, covering the sales of the products
during the preceding calendar month. The sole agents will send report on the
forms supplied by the company, on or before the 1st January, 1st April, 1st
July and 1st October in each year, a complete itemized report or inventory of
all the company's products on hand at the close of business on the last day of
the preceding calendar month. The sole agents will also furnish to the
company's request and when they find it appropriate to do so, with the
information about any legislations or any amendments or abolition of any
existing laws or regulations which shall in any way affect or which are likely
to affect in any way the marketing of the products in USA and such other
information as the company may require for its marketing operations.
(13) The sole agents shall remit to the
company not later than the tenth day of each month, the amount equal to the total
sales value, less the sole agent's commission.
(14) In consideration of the services
rendered by sole agents, the company shall pay to them commission at the rate
of 5% on the invoice amount of all products sold by the sole agents exclusive
of freight and other charges; provided, however, if the amount of commissions
earned
by the sole agents during the period of one
year of the term hereof, shall not amount to the sum of US $……………..the company
shall pay to the sole agents, at the end of such year, the difference between
the amount of commissions earned by the sole agents during the said year and
the said sum of US $……………..However, if in any year, the commission shall a.
exceed the said sum of US $……………..such excess amount shall belong to the sole
agents, without diminution for any deficiency in commissions that the company
shall pay to the sole agents during any other year hereof. The company shall
not be liable to pay any other expenses to the sole agents incurred by them for
the maintenance of their sales office, godown and salaries to their employees
for the agency business.
(15) The sole agents shall deposit with the
company a security of Rs ……………..for the due performance of the terms of this
agreement. The said deposit shall not carry any interest and it shall be
refundable to the sole agents upon termination less the amount of any and all
damages sustained by the company by reason of any breach by the sole agents of
any of the terms, provisions or conditions hereof.
(16) In the event that either party commits
breach of any of the provisions of this agreement, the other party may
terminate this agreement at any time by giving the defaulting party a three
months prior written notice of termination. The company may immediately
terminate this agreement by written notice to the sole agents in the event of
sole agent's bankruptcy or insolvency, in the event that sole agents shall make
an assignment for the benefit of its creditors, in the event that a petition
shall be filed against sole agents under a bankruptcy law, a corporate
reorganization law or any other law for relief of debtors (or similar law
analogous in purpose or effect), or in the event that sole agents shall enter
composition proceedings.
(17) Upon termination of the agency, the sole
agents shall deliver to the company, or to their order all products consigned
hereunder that shall remain unsold.
Notwithstanding any termination or expiration
of this agreement, any and all rights and obligations of the parties hereto
which shall be accrued before the effective date of such termination or
expiration under this agreement and which then remain outstanding shall still
be governed by this agreement.
(18) This agency cannot be assigned,
transferred or encumbered in any manner by the sole agents.
(19) All disputes, controversies and
differences arising between the parties hereto out of or in relation to this
agreement or any breach thereof shall be finally
settled by arbitration to be conducted at............in accordance with the
Rules of the International Chamber of Commerce, to which the parties, hereto
shall be bound.
(20) This agreement shall be governed by and
construed in accordance with the law of India.
(21) Each party at its own expense, shall
seek necessary approval of this agreement by any Government, authorities in his
country.
IN WITNESS WHEREOF the parties have hereunto
set their hands, the day and year first above written.
WITNESSES
1 Signed and delivered by A B Co. Ltd.,
by the hand of
Shri……………..Managing
Director, its duly authorized official
2 Signed and delivered by X Y Co. Ltd., by
the hand of Shri…………….. General
Manager (Marketing), its duly authorized official
No comments:
Post a Comment