Trunk Show Agreement

                                 Trunk Show Agreement

 

This Trunk Show Agreement is made on ___ December, 2021

 

BY AND BETWEEN

 

XYZ PRIVATE LIMITED, a company registered under Companies Act, 1956 having its Registered Office at ___________________________________, hereafter referred to as “XYZ” (which expression shall, unless repugnant to the context or meaning thereof, mean and include its successor in title) of the FIRST PART.

 

AND

 

PQR a women’s designer clothing store located at ________________________ herein after referred to as “the Store”, owned by proprietor Ms. Dazy, herein after referred to as “the proprietor” of the OTHER PART

 

The terms “XYZ” and “the Store” are individually referred to as “the Party” and collectively as “the Parties”

 

WHEREAS the XYZ is engaged in the business of retail of merchandise including but not limited to clothing, footwear, accessories, jewellery etc., designed or created by various designers. The Client conducts its business in both offline and online platforms, though its stores at various locations and through its website www.XYZfashions.com, respectively.

 

WHEREAS the store is engaged in the business of retail of women’s clothing designed by various designers  

 

WHEREAS XYZ has approached the Proprietor to organize a trunk show at her store for promotion of XYZ’s designer clothing wear.  

 

WHEREAS parties agree to enter into an agreement wherein XYZ shall send its designer clothing wear items as listed under Annexure 1, for the trunk show organized by the proprietor at het store on terms and conditions set out in this Agreement.

 

 

1.  DEFINITIONS AND INTERPRETATIONS

 

a. “Authorised Representative” means the person mentioned in Clause 7 and who has authority to act for and bind the Party in relation to matters connected with this Agreement.

         

b. “Force Majeure Event” means and includes, but not limited to, acts of God or force of nature, landslide, earthquake, flood, fire, lightning, explosion, major storm (hurricane, typhoon, cyclone etc.) or major storm warning, tidal wave, shipwreck and perils of navigation, act of war (declared or undeclared) or public enemy, terrorism, strike, act or omission of sovereign states or those purporting to represent sovereign states, blockade, embargo, quarantine, public disorder, sabotage, accident or similar events beyond the control of the Parties or either of them.

 

NOW THIS AGREEMENT WITNESSETH THE TERMS AND CONDITIONS DETAILED HEREUNDER:

 

2.  TRUNK SHOW DURATION

 

Trunk show is scheduled for the following dates: December 17, 2021 to December 31, 2021

 

3.  SHIPPING AT THE STORE:

 

That the items shipped to the Store as part of the trunk show boxes is the property of XYZ.

 

XYZ will pay all costs for the shipping and delivery of trunk boxes to the Store along with insurance, unloading from board, export and import duties.

 

Packing list will be included with the shipment, the store shall review the list upon receipt of trunk boxes, and the store must report to XYZ a full and detailed listing of any discrepancies in the shipment including (i) items listed on the packing list but not received, (ii) items received that are not listed on the packing list, and (iii) a list of all items that received by the store in a damaged condition. Any such report must be detailed in writing to XYZ by email at neeraj@XYZfashions.com.

 

4.  TRUNK SHOW REQUIREMENTS

 

All items must be sold at the prices marked by XYZ and the Store agrees not to sell any item at prices different from what was received from XYZ.

 

The Store shall provide all the invoices along with all the supporting documents for all the expenses, ground partner commission etc. arises at the time of trunk show and XYZ will be responsible to pay such invoices post receipt of the invoice.

 

.

 

The Store shall provide XYZ after end of trunk show the list of items sold at the trunk show, and sales proceeds shall be transferred to XYZ’s Bank Account after deduction of commission of the store excluding applicable TDS, as mentioned under clause. 5 of this agreement. XYZ shall remit the sales proceeds to India. .

 

Details of XYZ’s bank account for transfer of sale proceeds will be provided in email.

 

5.  COMMISSION

 

XYZ shall pay to the store a commission of 15% on all products except Sabyasachi products and 10% on Sabyasachi products inclusive of the applicable taxes and payment is subject to deduction of applicable TDS from time to time. The store shall raise a Tax Invoice upon completion of the trunk show.

 

6.  RETURN SHIPPING

 

Store shall be fully responsible for the security of items of the trunk show boxes, and will either return the items (or the unsold items remaining after the trunk show) by the mutually agreed return date.  

 

The Store agrees that when shipping items back to XYZ it shall insure that everything is packaged well to ensure that no item is damaged in shipping. The Store shall be responsible to reimburse XYZ, retail price of all damaged items that were not reported to XYZ before the start of the trunk show.

 

The Store shall return the items in the same condition as received from XYZ.

 

Store shall be fully responsible for the safe return of the Trunk Show Boxes and all its items. All boxes must be returned to XYZ at the following address:

 

XYZ PRIVATE LIMITED

Address

 

 

XYZ will pay all costs for the return shipping of the unsold items and the trunk show boxes along with insurance, unloading from board and applicable duties.

 

7.  INDEMNITY

 

The Store shall indemnify and hold harmless XYZ against any and all liability, claims, suits, losses costs and legal fees caused by arising out of, or resulting from the trunk show or any breach of this Contract by the Store.

 

8.  AUTHORISED REPRESENTATIVE FOR XYZ

 

Authorised Representative: Ms. Tina

 

Address:               

 

 

9.  TERMINATION

 

Either Party may terminate this Agreement if the other Party commits a material breach of any of the terms and conditions of this Agreement, which if capable of cure or remedy, is not cured or remedied by the Breaching Party to the Affected Party’s satisfaction, within a period of fifteen (15) days from the date of issue of notice by the Affected Party informing the Breaching Party of such breach;

 

Termination of this Agreement shall not affect any accrued rights or liabilities of either Party nor shall it affect the coming into force or the continuance in force of any provision of this Agreement which is expressly or by implication intended to come into or continue in force on or after such termination.

10.      FORCE MAJEURE

 

No Party will be liable for any default or delay in the performance of its obligations under this Agreement to the extent such default or delay is caused, directly or indirectly by a Force Majeure Event, provided that such default or delay could not have been prevented by reasonable precautions and cannot reasonably be circumvented by the non-performing Party through the use of alternate sources, work-around plans or other means.

 

In each and any Force Majeure Event, the non-performing Party will be excused from any further performance or observance of the obligation(s) so affected for as long as such circumstances prevail and provided such Party continues to use commercially reasonable efforts to recommence performance or observance whenever and to whatever extent possible without delay. Any Party so delayed in its performance will immediately notify the other and describe in a reasonable level of detail the circumstances causing such delay.

 

Each Party agrees to take all reasonable steps to minimise the impact of a Force Majeure Event.

 

If a Force Majeure Event which substantially impairs the performance by a Party of its material obligations under this Agreement occurs and such Force Majeure Event continues for a continuous period of more than thirty (30) days, then either Party may terminate this Agreement at any time thereafter by giving seven (7) days’ prior written notice to the other Party.

 

11.  GOVERNING LAW & DISPUTE RESOLUTION

 

All disputes and differences arising out of or in connection with the Agreement shall be referred for arbitration under the provisions of the then prevailing Indian Arbitration & Conciliation Act, 1996. The Parties agree that the seat of arbitration shall be at Mumbai and the arbitral proceedings shall be conducted by a sole arbitrator to be appointed by the Parties mutually within 15 (fifteen) days from the date of the first recommendation for an arbitrator in written form from a Party to the other Party. If the Parties fail to decide on the sole arbitrator within stipulated period of 15 (fifteen) days, the sole arbitrator shall be borne equally by the both Parties

 

This Agreement shall be governed by and interpreted in accordance with the laws of India. The Courts in Mumbai shall have the exclusive jurisdiction.

 

12.ENTIRE AGREEMENT

 

This Agreement is the entire Agreement between the Parties for the Services and supersedes all previous agreements, proposals, representations, correspondence and discussions in connection with the Services

 

13.WAIVER AND VARIATION

 

A provision or a right created under this Agreement may not be:

 

(i) Waived except in writing signed on behalf of the Party granting the waiver; or

 

(ii) Varied except in writing signed by the Parties.

 

14.  INCONSISTENCIES

 

In the event of any conflict or inconsistency between the terms, conditions of a Schedule to this Agreement or other attachment to this Agreement, to the extent possible such provisions shall be interpreted so as to make them consistent.

 

15.SEVERANCE

 

Any provision of this Agreement which is void, illegal or otherwise unenforceable will be severed to the extent permitted by law without affecting any other provision of this Agreement, and, if reasonably practical, will be replaced by another provision of economic equivalence which is not so void, illegal or unenforceable.

 

IN WITNESS WHEREOF the Parties hereto have hereunto set and subscribed their respective hands the day and year first hereinabove written.

 

PQR             Name: Dazy Designation: Proprietor

XYZ Private Limited   Through its authorized signatory         Name: Designation:

 

Annexure 1:

 

Items sent for trunk show: