Agreement Of Sole Selling Agency By A Public Limited Company
THIS AGREEMENT made at……………..this……………..day
of.........., Two thousand and between A & Co. Ltd., a company registered
under the Companies Act, 1956 and having its registered office at……………..(hereinafter
referred to as "the Company" which term unless it be repugnant to the
context or meaning thereof means and include its successors and assigns) of the
First Part and M/s ............ partnership firm, carrying. on the business
of……………..at……
(hereinafter referred to "the sole
selling agents", which term unless it be repugnant to the context or
meaning thereof means and includes the partners for the time being and from
time to time constituting the said partnership firm, the survivor or survivors
of them, the heirs, executors and administrators of such last survivor) of the
OTHER PART.
WHEREAS
(1) The company is engaged in the manufacture
of colour and black and white
televisions, washing machines and other
electrical gadgets known by the brand name……………..in India and wants to appoint
sole selling agents for the whole of India.
(2) The sole selling agents are the wholesale
traders in colour and black and white televisions, washing machines and other
electrical gadgets, having sales net work operating throughout India with
headquarters in Bombay.
(3) The sole selling agents approached the
company for the sole selling agency of its products for whole of India.
(4) The company has decided to appoint
M/s……………..the sole selling agents for selling all the products manufactured by
it for whole of India vide, a resolution dated……………..passed by it in its
General Meeting and the appointment of the said sole selling agents has also
been approved by the Central Government vide Letter No .......... dated
...........
NOW THIS AGREEMENT WITNESSETH AS FOLLOWS:
(1) That the Company appoints M/s……………..as
the sole selling agents for the goods manufactured by it for whole of India and
the sole selling agents shall have the exclusive right to sell the products of
the company throughout India.
(2) That the appointment of sole selling
agents shall be for a period of five years with effect from However, the period
of appointment may be extended for further periods not exceeding five years on
each occasion.
(3) That the sole selling agents shall at
their own expense open offices/branches in all big cities of India in the name
of the company. The sole selling agents will be responsible for the payment of
the salaries and wages of the staff of all the off ices/b ranches opened by it.
(4) That the sole selling agents will promote
the sale of the company's products to the best of their efforts and they will
work conscientiously and energetically in this regard and they shall not during
the subsistence of selling agency, work directly or indirectly for any
manufacturer of televisions, washing machines and electrical gadgets in India
or any other part of the world.
(5) The sole selling agents shall regularly
inform the company about the market position of Colour, Black and White TV,
washing machines and products manufactured by the company in general and of the
company products in particular.
(6) That the sole selling agents will
maintain a godown or godowns at Bombay and also at other places where they open
branch offices and will maintain proper stock registers for each of the
godowns.
(7) That the sole selling agents will
keep and maintain the full and complete account of the sale of the company's
products, area and region wise and submit monthly reports of sale, stock in
hand, realisation of credit bills and
any other information as may be required by the company from time to time.
(8) That the sole selling agents will protect
the patents and trade marks of the company's products used by them in all
possible manners at their own costs and will take legal action against any
party, who unauthorisedly uses the patents and trade marks of the company's
products.
(9) That the sole selling agents will not
assign interests, rights and obligations arising out of these presents to any
third party.
(10) That the sole selling agents will sell
the goods of the company in retail to the genuine customers, in cash at the
prices mentioned in the price list, which is enclosed herewith and marked as
Annexure.
(11) That the company shall provide the
complete catalogue, instruction books, circulars for promoting sales of its
products to the sole selling agents. The company shall also advertise its
products through Television, All India Radio, national and regional newspapers,
journals and magazines.
(12) That the company will execute the orders
promptly placed by the sole selling agents.
(13) That the company shall not execute
direct orders and all inquiries, orders and correspondence received by the
company shall be forwarded to the sole selling agents to be dealt with.
(14) That the company shall pay a commission
at the rate of ……………..% on the sale effected by them. The amount to be paid as
such shall be calculated quarterly in the first fortnight of the month of
April, July, October and January on the basis of the figures as on the 31st
March, 30th June, 30th September and 31st December of each year respectively
and shall be credited to the accounts of the sole selling agents with effect
from the 1st April, 1st July, 1st October and 1st January of each year
respectively.
(15) That the sole selling agents will pay to
the company at its registered office at Bombay in cash the price of the
company's products sold under orders through them on delivery of the products
from We said office after deducting there from……………..% of the net invoice price
thereof.
(16) That the sole selling agents will have
no right to create any mortgage, pledge or charge on the company's stocks or
deal with them in any manner otherwise than provided herein.
(17) That the sole selling agents will submit
to the company statement of accounts indicating the stock sold and received,
the price received thereof, the stock of unsold products, the products sold on
the basis of indents and contracts, the actual amount paid or remaining unpaid
to the company, all sums due to the company for damage, shortage and deficiency
to the products supplied to them on consignment account or otherwise and the
amount due to sole selling agents by the company, for the quarter expiring on
the 31st of March, the 30th June, the 30th September and 31 st December of
every calendar year. The said statement shall be submitted within fifteen days of
the quarter expiring on the aforementioned dates.
(18) The sole selling agents will not give
any warranty as to the quality of the products sold to the customers other than
the warranty given by the company.
(19) If the sole selling agents receive any
complaint regarding any manufacturing defect, the sole selling agents shall
intimate the same to the company. If the defect is found to be genuine, the
sole selling agents will substitute another product for the defective product
and the defective product will be returned to the company at the cost of the
company. The sole selling agents will not
replace any product after the expiry of guarantee period of the said product.
(20) The sole selling agents will be entitled
to appoint sub‑agents for different States/Districts on such terms and
conditions as may be agreed upon between them the company will not be liable
for any dealings between the sole selling agents and its sub‑agents. The sole
selling agents will remain liable to the company in respect of the dealings
between the sole selling agents and the company. However the sole selling
agents will inform the company about the appointment of sub‑agents and send the
copy of the agreements executed between sole selling agents and its sub‑agents.
(21) The company will be entitled to export
its products and it can appoint selling agents outside India for the sale of
its products.
(22) That the retail price of the company's
products shall be fixed by the company in consultation with the sole selling
agents.
(23) That the sole selling agents will
deposit a security of Rs……………..with the company within a period of fifteen days
of these presents for the due performance of the terms of this agreement.
(24) That the company can terminate this
agreement, if the sole selling agents violate the terms of this agreement or
are not able to perform the sale of the company's products upto the company's expectation.
However, the sole selling agents will be given an opportunity to show cause,
before termination of the agreement and the decision of the company in this
regard shall be final and binding on the sole selling agents.
(25) That this agreement can be terminated by
either party by giving six months notice in advance to the other party in
writing. In case of such termination, all accounts between the parties will be
settled and adjusted finally within the period of six months.
(26) That all disputes and differences of any
kind whatever arising clause out of or in
connection with this agreement shall be referred to arbitration and final
decision of an arbitrator to be agreed upon and appointed by both the parties,
in case of disagreement as to the appointment of a single arbitrator, to the
appointment of two arbitrators, one to be appointed by each party which
arbitrators shall before taking upon themselves the burden of reference,
appoint a third arbitrator who shall act as Presiding Arbitrator. During the
arbitration proceedings, the parties may mutually settle, compromise or
compound their dispute or difference, the reference to arbitration and the
appointment of the arbitrator or arbitrators as the case may be, shall be
deemed to have been revoked and the arbitration proceedings shall stand
withdrawn or terminated, with effect from the date on which the parties file a
joint Memorandum of Settlement thereof, with the arbitrator or arbitrators, as
the case may be. Upon every or any such reference, the cost of incidental to
the reference and award respectively shall be in the discretion of the
arbitrator or arbitrators, as the case may be, who may determine the amount
thereof, or direct the same, to be taxed as between the parties and shall
direct by whom and to whom and in what manner, the same shall be borne and
paid. This submission shall be deemed to be a submission to arbitration within
the meaning of the Arbitration and Conciliation Act, 1996 or any statutory
modification thereof. The award of the arbitrator or the arbitrators, as the
case may be, shall be final and binding on the parties. The parties hereby also
agree that arbitration under this clause shall be a condition precedent to any
right of action under the agreement.
(27) Any suit or legal proceeding arising out
of this Agreement can be filed or commenced in the court at ...............
(28) The sole selling agents declare that the
firms of sole selling agents or its partners have no substantial interest in
the company within the meaning of section 284AA of the Companies Act, 1956
IN WITNESS WHEREOF the company has caused its
common seal to be affixed hereto in the presence of its two directors, who have
also affixed their respective signatures hereunder and the selling agents have
signed these presents and a duplicate hereof, the day and year first
hereinabove written.
WITNESSES The
common seal of A & Co. Ltd., was hereunto
1. Affixed pursuant to the resolution of
its Board of Directors passed on day
of……………..20……………..in……………..
2.
the presence of Shri……………..and
Shri………Directors of the company who have signed in token
thereof
3. Signed and delivered by the within name
M/s ........... By its partners
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