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Company may offer dealer exclusive dealership of the products for the given
territory or alternatively can make him as a sub-dealer at later date to another
distributor of company with re-divided sub-territory depending on the market
conditions.
Once exclusive dealership has been offered to one dealer, company will
inform all its dealers/distributors about the exclusivity of distribution in that
particular territory. It is understood that company cant lawfully prevent its
dealers located elsewhere from supplying products for sale or use with the
territory. Exclusive dealership agreement is subject to annual renewal and the
existing exclusive distributor has privilege to continue to be the exclusive
distributor if pre-set sales target has been realized.
Sub dealer appointment Dealer can appoint sub dealers in their territory
and they should enter into tri-party agreement with them signed by the
company, the dealer and the sub-dealer. The security deposit thus
collected should be remitted to the company.
Relationship of Parties: Dealer is an independent entity and is not the legal
representative or agent of Company for any purpose and shall have no right
or authority to incur, assume or create in writing or otherwise, any warranty
(except as expressly provided in this Agreement) on the part of Company,
Dealer shall be solely responsible for the acts and omissions of Dealers
employees. Dealer shall indemnify the Company from any
claims either from any of the Dealers employees or from the statutory
government authorities in relation to maintaining or fulfilling the provisions
of the laws in vogue, pertaining to Dealers employees. Nothing contained in
this Agreement shall be deemed to create any partnership or joint venture
relationship between the parties.
Sale of Products by Dealer: Dealer shall use its best efforts to distribute the
Products and to fully develop the market for the Products within the territory.
The parties have consulted together and now agree that if Dealers best
efforts are used as provided in this Section, a minimum of Ten Lakhs worth
of Products (Annual Market Potential relating to sale price from Company
Dealer in a confidential capacity and shall not, without the prior written
consent of Company, (i) be disclosed by Dealer to any person, firm or
corporation, expecting those salaried employees of Dealer who are required
to utilize such items in connection with the sale, inspection, repair or
servicing of Products during the term of the Dealership created by this
Agreement or any extension thereof, or (ii) be disclosed to any person, firm
or corporation, or copied or used by Dealer, its employees or agents at any
time following the expiration or termination of this Agreement or any
extension thereof.
ARTICLE II. TERMS OF PURCHASE AND SALE OF PRODUCTS
Security Deposit: The Dealer agrees to pay a refundable Security Deposit
of Rs. 25,000/- cash (Rupees Twenty five Thousand) to the Company. This
amount shall not bear any interest and will be refunded only upon due
performance of the terms of the agreement and on termination of this
agreement, after settlement of dues and the expiry of warranty period of the
last supply made to or through dealer.
Purchase of Product: Dealer shall purchase its requirements for the
Products from the Company only. Such requirements shall include
purchasing and maintaining an inventory of Products that is sufficient to
enable Dealer to perform its obligations hereunder, and at least one (1)
demonstration model of the Products and Spare Parts. Company shall supply
to Dealer sufficient Products to enable Dealer to meet the full demand for
Products in the Territory. All orders for Products transmitted by Dealer to
Company shall be deemed to be accepted by Company at the time such
orders are received by Company to the extent that they are in compliance
with the terms of this Agreement and Company at the time such orders are
received by Company to the extent that they are in compliance with the terms
of this Agreement and Company shall perform in accordance with all
accepted orders. Company shall confirm its receipt and acceptance of each
order within two days of receipt of the order.
Price Changes: Company reserves the right, in its sole discretion, to change
prices or discounts applicable to the Products. Company shall give written
notice to Dealer of any price change at least 15 days prior to the effective
date thereof. The revised price shall come into effect for all supplies made
after the effective date, regardless of the date of the order.
Delivery: Title and Risk of Loss: All deliveries of Products sold by
Company to Dealer pursuant to this Agreement shall be made Ex-Works.
Company may agree to take the responsibility for arranging transportation of
Products, if requested by Dealer. The Company shall however arrange for
transit insurance for the Products.
Inspection and Acceptance: Promptly upon the receipt of a shipment of
Products, Dealer shall examine the shipment to determine whether any item
or items included in the shipment are in short supply, visible defective or
of the Company. In the unlikely event of returning the cheque, the Dealer
understands that it is punishable offence under the Negotiable Instruments
Act. In such an event, the Dealer promises to pay cheque bouncing charges,
as determined and demanded by the Company, along with the returned
amount by DD within seven(7) days of cheque returning along with penalties
&/or interest as demanded by the Company. If the Dealer fails to pay as per
the agreement, then he agrees that he will have no objection in the Company
taking legal action against him and cancel the agreement at the discretion of
the Company and forfeit the security deposit available with the company or
invoke the Bank Guarantee.
Clean Development Mechanism: The Company intends to participate in
the Clean Development Mechanism (CDM), and the Dealer undertakes that
he will take the responsibility to collect the Customer Authorization Forms
(CAF) as and when required by the Company and also assist the Company
in fulfilling the requirements under the CDM. The Dealer also undertakes not
to parallel to participate in the CDM with any other party(s) and/or assign the
Carbon Credits to any other entity, without the written permission and
approval of the Company. The dealer also acknowledges that all Carbon
Credits accrued due to the activities of the Dealer shall remain in favor of the
Company.
Term of the Agreement: This agreement shall remain valid for a period of
one year from the date of signing, and would be extended for a further period
of two years or more, on terms that would be mutually agreed upon at lease
one month prior to the end of the term of this agreement.
Termination: Both parties to this agreement can terminate this agreement
by giving a three months notice in writing to the other party. All accounts
must be settled before the end of the notice period.
Dealersignature