International Agency Agreement
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Transcript of International Agency Agreement
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8/4/2019 International Agency Agreement
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100 Rupee Stamp..
INTERNATIONAL DISTRIBUTOR AGREEMENT
This agreement made at Mumbai on . between XYZ XYZ LIMITED a
company having its corporate office at - XXXXXXXXXXXXXXXXXXXX which
expression shall mean and include its successors and assigns (hereinafter referred to as the
Company) on the one part and M/s. ., a firm having its office at
.., which expression shall mean and include
its successor and assigns (herein after referred to as Distributor) on the other part.
WHEREAS
1. The Company proposes to appoint a Distributor for the products manufactured bythe Company viz. . in ..and
the Distributor has offered to accept the distributorship of the said products on the
terms and conditions hereinafter appearing.
2. The parties have proposed this agreement recording the terms and conditions in thefollowing manner:
Seal & Sign
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8/4/2019 International Agency Agreement
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NOW IT IS AGREED BY AND BETWEEN THE PARTIES HERETO AS
FOLLOWS:
1. APPOINTMENT:
(a) The Company hereby appoints the Distributor as its Distributor for the Company's
products namely products for distribution and
sale of the product in on a case-to-case basis for their captive customers.
(b) The Distributor shall also be liable to provide services of the following nature:
(i) Technical assistance to customers of the Company's product.
(ii) Maintaining adequate stocks of the Company's products and ensuring timely
distribution to customers as and when required.
(iii) Ensuring timely payments against Company's Invoices.
(iv) Ensuring market service including advertising, if any, at its own cost.
(v) The Distributor will promote in the best possible way the sales of products and
protect the interest of the Company in the Territory.
(vi) The Distributors shall maintain an efficient organisation to cater to the need of
the customers and to carry out the distributorship activities.
2. CONSIDERATION:
(a) The Company agrees to pay the Distributor commission at such rate as may be mutually
agreed upon at the time of negotiation on case-to-case basis for orders booked by the
Distributor. The commission will become due and payable to the Distributor only after
realisation of full value of shipment by the Company.
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(b) For direct exports by the Company on the order procured by the distributor, the
distributor will be entitled to receive a commission at such rate as may be mutually agreed
upon at the time of negotiation on a case to case basis and such commission shall become
due and payable to the distributor only after realization of full invoice value of the shipment
by the Company. However, the Company shall be free to accept such orders for direct
export through the distributor at its own discretion.
(c) In case of any rejection, the distributor shall inform the Company with details of
rejection supported by evidences and documents within a week from the date of receipt of
materials failing which no such claim shall be entertained by the Company. The Company
shall be responsible in case of evidence of defect, and shall credit the distributor for the CIF
value of the goods plus applicable duties and clearing charges subject to compliance of
applicable legal requirements.
(d) The Company shall provide technical and commercial literature and samples for the
development of business of the Company to the distributor.
(e) Except with prior written consent from other party, no party to this agreement shall use
or disclose confidential information about the business, products or processes of the
Company and/or the Distributor and each party shall prevent its employees/concerned
persons from using or disclosing such information.
(f) Subject to force majeure, the Company shall endeavor to effect deliveries as per agreed
terms.
3. RELATIONSHIP BETWEEN THE PARTIES:
The relation between the Company and the Distributor will be that of principal to principal
and not as principal and agent and the Company will not, therefore, be responsible or liable
for the acts of the Distributor or for any amount due and payable by the Distributor to any
other party.
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4. VALIDITY:
This agreement will come in force on the date of its execution and will remain in force until
.. This agreement may be renewed for further period on such terms
and conditions as may be mutually agreed between the parties hereto.
5. TERMINATION:
Either party may terminate this agreement by giving three months written notice to other.
The period of three months will be calculated from the date of receipt of notice of
termination by the party.
6. ARBITRATION:
If any dispute, controversy or difference which may arise among the parties out of or in
relation to or in connection with this Agreement or any breach thereof can not be settled
amicably, the same shall be referred to Arbitration of three Arbitrators, one to be appointed
by each party and the third to be appointed by two Arbitrators so appointed under
Arbitration and Conciliation Act, 1996 of India and the venue of the same shall be ABC
CITY or any other place in the state or Maharashtra, India at the discretion of the Company.
7. COMPLIANCE WITH LEGAL REQUIREMENTS:
The Distributor shall comply with all local laws, rules, regulations made/issued by any
government or local authority having jurisdiction over it and shall indemnify the Company
against any loss, damage, Costor expenses incurred on account of or arising out of anybreach of the same.
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8. JURIDICTION:
The Distributor agrees that any action or proceedings arising out of this Agreement or any
action relating to the formation, construction, performance, validity and all aspects
whatsoever arising out of this Agreement shall be governed by Indian Laws and shall be
referred to Courts at ABC CITY or any other place in the State of Maharashtra, India and
the Distributor irrevocably submits itself to the jurisdiction of the said Courts. The
Company may, however, in its absolute discretion, commence any legal action or
proceedings arising out of this Agreement in Court, Tribunal or any other appropriate forum
at ABC CITY or any other place in the State of Maharashtra, India at the discretion of the
Company, and the Distributor hereby consents to that jurisdiction.
9. ENTIRE AGREEMENT:
This agreement embodies the entire agreement or understanding between the parties
relating to the subject matter of this agreement and no other term or promise or condition or
obligation, oral or in writing shall be pleaded as agreed upon between the parties relating to
this agreement.
10. EXECUTION:
This agreement is executed in duplicate and one copy hereof will be kept by the Companyand the other copy by the Distributor.
For XYZ XYZ LIMITED
AUTHORISED TO SIGN
For M/s. ..
AUTHORISED TO SIGN Seal & Sign