(Code
of conduct for all Distributors for dealing with the firm)
(Please
read carefully and to be signed by sole Proprietor/ Partners/ Company official
as the case may be)
This
document is in continuation of the proposal form. Once you signed this document
and the form accepts your Proposal of distributorship then you are bound by the
terms and condition and firm may not be liable for any action if you violate
the same. Its firm endeavor to contentiously serve their customers best services
and have open and transparent dealings.
DISTRIBUTOR
AGREEMENT
THIS AGREEMENT is made on this ………….day of……………..2017
by and between: Gungun Seeds and
Agrochemicals, a proprietorship firm
incorporated and existing under the company act and having its office at C-185,
K. Vihar, Agra-282006 through its Authorized Signatory Ms /Mr/Mrs Son/wife/daughter
of ................. ......... ..... Residing at .................................
(hereafter
referred to as the "Gungun seeds and Agrochemicals." which expression
unless repugnant to the context or meaning thereof shall mean and include its
legal representatives and permitted assigns) of the first pan M/s …………………………………………………………………………
a
sole proprietorship Firm /Partnership firm company organized and exiting under
the laws of India having Its office at…………………………………………………………………………… through its Proprietors/partner /Director, Ms./Mr./Mrs………………………………………………… son/ wile /daughter of ……………………………………………………………………………residing
………………………………………………………………………….. ……………………………… at …………………………………………………………………………………………………………
(Here
after referred to as the " DISTRIBUTOR " which expression unless
repugnant to the context or meaning thereof shall mean and include its legal
representatives and permitted assigns) of the other part.
WHEREAS
Gungun Seeds and Agrochemicals is engaged in the manufacturing of Agro products
and has agreed to appoint M/s ……………………………………………………………………………as
their Distributor for……………………………………………………………………………. Territory (details
of geographical area as mentioned in Exhibit "B"). WHEREAS PRODUCTS means all
"Gungun Seeds and Agrochemicals" agro products manufactured and supplied
by Gungun Seeds and Agrochemicals to the Distributor as mentioned in Exhibit-A.
WHERE AS DISTRIBUTOR hereby accepts the otter to be the non exclusive
distributor to sell the products in the Territory on the term & Conditions
contained herein:
NOW
THEREFORE THIS AGREEMENT WITNESS that in consideration of the mutual promises
and covenants herein contained and for other goods and valuable consideration
(the receipt and sufficiency of which are hereby acknowledged) the parties
hereby agree as follows:
ARTICLE-1
APPOINTMENT
OF DISTRIBUTOR
1.1 Distributor's Right:
The Firm hereby appoints and grants
right to Distributor, the non- exclusive right to sail the products of the Firm
within a defined area as set forth herein and submits its details in the Distributor
Application Form, the distributor right shall be limited to in end will
initially use the Firm products in the geographic area set forth in Exhibit-B
attached hereto.
1.2 Security Deposit:
a.
The distributor has paid Security Deposit
amount of Rs……………….(in numbers)…………………….……………………………………………….(in words) By cheque/DD/electronic
fund transfer Electronic fund Transfer transaction No…………………………………..……..dated
of……….………………………….. (Bank Name)………………………………branch……………………………and Gungun Seeds and
Agrochemicals has acknowledged the same through signed this agreement.
b.
No interest shall be paid on the
Security Deposit made by the Distributor. The security deposit amount shall
invariably be refunded after collecting /adjusting dues standing in the name of
discontinued Distributor.
1.3
Payment terms:
a. Payment will be
strictly made only through CTS Cheque/ Demand Draft /NEFT/RTGS/ online transfer
in favor of Gungun Seeds and Agrochemicals, Agra No. cash payment is
acceptable at any circumstances.
b. We accept at par
cheque but date of payment will be taken from the date of realization of cheque
in case, payment received from distributor through a cheque /demand draft and
if its bounced or dishonored from the bank, Rs. 2000/-will be debited to
distributor's account.
c. As per the payment
policy of Gungun Seeds and Agrochemicals the maximum limit for payment is days
in case outstanding amount of bill not cleared within stipulated time period,
thereafter interest will be applicable at the rate of 24% per annum from the
date of billing.
d. Cash transaction to
any staff of Gungun Seeds and Agrochemicals by the Distributor, is not
acceptable. Gungun Seeds and Agrochemicals shall not be held responsible for
such dealing with any person, in any manner, what so ever.
1.4
The Relationship:
It is expressly agreed
that the relationship between firm and Distributor is that of seller and buyer.
The Distributor shall purchase the product mentioned in Exhibit "A"
against sale consideration and resale to his own customers. It is understood
that noting in this Agreement constitutes Distributor as agent, partner or
legal representative of Gungun Seeds and Agrochemicals or its affiliates for
any purpose whatsoever: Distributor is not authorized to assume or create any obligation
or responsibility expressed or implied, on belief of or in the name of Gungun
Seeds and Agrochemicals or its affiliates, or to bind Gungun Seeds and
Agrochemicals or its affiliates in any manner whatsoever.
ARTICLE-II
MARKETING
AND SUPPORT
Distributor shall use
its best efforts to promote the sale and distribution of the product and to
provide adequate support, which efforts shall include the following:
2.1 DISTRIBUTOR is
responsible for marketing and promotional activities in the territory as such
mentioned in Exhibit "B" and for compliance with all applicable laws
and regulations including without limitation, laws and regulations regarding
health and safety marketing practices etc. Distributor represents and warrants
that it has obtained all permits, ,licenses, registration and other approvals
required by Central, State as per local Authorities, In respect of the
performance of DISTRIBUTOR 's obligations under this Agreement.
2.2
Distributor shall use its best efforts
to market, promote and sell the product in the territory and shall use the same
channels and methods and exercise the same diligence, including making regular
and sufficient contact with present and prospective customers of product in the
Territory. All advertising done by Distributor in any medium shall be conducted
in a dignified manner that will reflect favorably upon the goodwill and reputation
of Gungun Seeds and Agrochemicals and shall conform to the highest standards
and shall display the trademarks only in a manner approved by Gungun Seeds and Agrochemicals.
2.2
Distributor further acknowledges that all advertising and promotional materials
relating to the product or bearing the Trade-marks shall remain the property of
Gungun Seeds and Agrochemicals who shall retain the sole and exclusive
Ownership of all copyright therein.
2.4
Distributor has represented and assured to the Firm, about the ownership/
availability of the (shop/ office/ warehouse) and other existing infrastructure
facilities which are available with the distributor and will be utilized in
distributing, marketing, promoting, stocking and selling the product in the
Principal Territory.
2.5
Distributor has represented and assured to the firm that the Distributor shall
be responsible for the rent and other selling & distribution expenses of
their shops/ offices/ warehouses occupied by him for the purpose of the
business. Gungun Seeds and Agrochemicals will not be liable or responsible for
the expenses relating to or incidental to the said Distributor.
ARTICLE-III
3.1
MATERIAL ORDER OR DELIVERY ORDER:
a.
During the Tenure, the Distributor shall
place order of the products to meet the requirements of the market in the
territory and Gungun Seeds and Agrochemicals shall deliver such product to
Distributor upon and subject to the terms and conditions of the Agreement. Gungun
Seeds and Agrochemicals agrees to give careful consideration to all order
received from Distributor, Provided, however that any and all such orders,
shall, at all times, be subject to acceptance by Gungun Seeds and Agrochemicals
shall have no liability for non- acceptance of order without assigning any
reason.
b.
At the outset of the Agreement, Gungun Seeds and Agrochemicals shall supply Distributor with Pre packaged and Labelled product at prices Applicable
thereto.
c.
All order from the distributor will be accepted
only in written-“Order Form” of Gungun Seeds and Agrochemicals, App of company
or on Distributor's Letter head. No verbal communication will be accepted by
any distributor under any circumstances.
3.2
Delivery of the Products:
a.
Unless otherwise stated, Maternal will be Supplied on F.O.R basis to the Distributor
point the local charges at Destination
will be borne by the Distributor.
b.
Material will be supplied by the earliest available transport; therefore distributor
must provide its complete and correct address as well as contact number.
Material deemed to deliver to the party on booking the same with the transport.
The Distributor shall inform in writing to the marketing department of Gungun
Seeds and Agrochemicals within 3 days from the date of receipt of goods
otherwise it is assume that goods has been received by the distributor.
c.
Distributor must knowledge the receipt of Material in good condition within 7
days and should send delivery challan to us, immediately.
d.
No Order in any case will be executed if it exceeds the credit limit of made
fraudulently. Therefore in order to avoid such inconvenience, strict adherence
to the credit limit and business norms is requested.
e.
All Supplies shall be governed by the force Measure Cause. No Claim under any
circumstance shall be entertained for non-supply of Materials.
ARTICLE-IV
PRODUCT PRICING
4.1
The price to be charged to the distributor for the products shall be issued in
writing by Gungun Seeds and Agrochemicals from time to time. Gungun Seeds and
Agrochemicals reserves the right to amend the prices to be charged to distributor
at any time upon written notice,
4.2
The maximum retail price and the maximum billing price will be communicated to
the distributor. Products will be sold to the distributor at the distributor
prices ruling at the time of supply All duties, Levies. taxes, octroi (if any) etc.,
as may be applicable, will be borne by the distributor. The prices stated in
the price list (retail) of the products, are the maximum suggested retail prices.
4.3
All sates to the distributor will be subjected to the terms and conditions as
mention on Gungun Seeds and Agrochemicals standard invoice, however in the
event of any inconsistency between such terms & conditions and this
agreement, the terms of this agreement shall prevail.
4.4
Gungun Seeds and Agrochemicals reserve the rights to change the prices of its
products at its sole discretion and vary the terms and conditions of sale, if
required by Business conditions /change in applicable laws or as Gungun Seeds
and Agrochemicals may deemed fit.
ARTICLE-V
ADDITIONAL OBLIGATIONS OF DISTRIBUTORS
Without
limiting any other duties which distributor may be liable to observe or perform
contained or implied in this Agreement or any applicable law applicable to the
territory or the products, the distributor agrees to perform all of the
following functions relating to the sale and promotion of the products in the
territory to the highest possible standards as a prudent operator:
5.1
Promote the features and benefits of the products and actively sell the
products in the territory as mentioned in the Exhibit "B”.
5.2
Co-operate with Gungun Seeds and Agrochemicals in defining marketing objectives,
opportunities and strategies.
5.3
Sell the forecast quantities and meet the sales targets established in conjunction
with Gungun Seeds and Agrochemicals.
5.4
Maintain adequate stock of products at all times and provide excellent services
and promote deliveries to all customers with due regards to the need for larger
inventories during peak selling periods, and anticipated shipping delay
periods.
5.5
promote the safe and proper use of the products in accordance with the material
safety data sheets relevant to the products provided by Gungun Seeds and
Agrochemicals as mentioned in Exhibit "C".
5.6
Promptly advice of any products and usage complaints from any customers, which
come to the notice of the Distributor.
ARTICLE-VI
CASH DISCOUNTS
6.1
Cash discounts will be allowed to distributor on advance payment only on amount
paid to Gungun Seeds and Agrochemicals other than conditional schemes launched
by Gungun Seeds and Agrochemicals from time to time.
6.2
Parties making payments after deducting the Cash and other discounts will be
awarded by way of credit note only.
6.3
cash discounts policy are given as attached.
ARTICLE-VII
SCHEMES
Gungun
Seeds and Agrochemicals will announce various schemes (product related &
advance scheme) from time to time. All the Schemes will be communicated through
circulars in writing or will be listed on website.
ARTICLE-VIII
GOOD
RETURNS POLICY
Gungun
Seeds and Agrochemicals do not supply goods on consignment. Hence goods once
sold against confirmed order shall not be taken back. However under certain
extreme circumstances (only Paridy, Maize & Bajra), it shall be allowed,
but with prior permission from Gungun Seeds and Agrochemicals and It will be at
the sole discretion of the management. The procedure specified for it should be
strictly followed.
8.1
All goods return will be charged to and from freight charges plus handling charges
of Rs. per case/drum.
8.2
Additional Sales return charges
a.
If stocks is returned within 60 days 0%
b
If stock Is retuned within 61 to 90 days 4%
c.
If stock is retuned within 91 to 180 days 10%
8.3
No return will be accepted if stock is less than 3 months expiry.
8.4
Loose stock/ expired stock will not be accepted under any circumstances.
8.5
No product shall be returned/given to any of the marketing staff of the firm
without proper & prior written approval from higher Authorities of Gungun
Seeds and Agrochemicals.
ARTICLE-1X
INCASE OF LEAKAGE CLAIMS AND SHORTAGE
OF GOODS
Leakage
claims shall be entertained only if the Procedure specified underneath is strictly
followed:
9.1
The Distributor shall inform about damage/ leakage of goods, in writing to Gungun
Seeds and Agrochemicals within 07 days from the date of receipt of material
from us.
9.2
Damage/ Leakage material should not be dispatch anywhere without prior
permission and physical verification by our sales staff. In case the materials
have been dispatched without any prior permission and physical verification Gungun
Seeds and Agrochemicals shall not be held responsible for any claims thereon.
GOODS SHORTAGE/ WRONG AND EXCESS SUPPLY:
Any claims regarding shortage of goods due to transporter's negligence shall only be accepted on submission of shortage certificate from the transporter within 07 days from the date of challan/ invoice. Any wrong/excess/short supply of material should be intimated in writing to the concerned depot/branch within 7 days.
II
is sole responsibility of the Distributor to collect Challan copy from concern
transporter, of goods received.
ARTICLE-X
REPRESENTATIONS AND WARRENTIES OF THE
DISTRIBUTOR
DISTRIBUTOR
represents and warrants to Gungun Seeds and Agrochemicals acknowledging that Gungun
Seeds and Agrochemicals is relying upon such representations and warranties in
connection with distributor entering into this agreement, as follows :
10.1
The entering into of this agreement will not result in the violation of any of
the terms and provisions of any agreement, written or oral, to which DISTRIBUTOR
may be party.
10.2
The execution and delivery of this Agreement has been duly authorized by all necessary
action on the part of DISTRIBUTOR and This Agreement, when duly executed and
delivered by DISTRIBUTOR wil1 constitute a legal and binding obligation of
DISTRIBUTOR enforceable in accordance with its terms.
10.3
The performance by DISTRIBUTOR of all its obligations here under, including the
sale of the product, will be conducted in compliance with all applicable laws in
the territory as mentioned In Exhibit “B” and
10.4
DISTRIBUTOR possesses a readily available and extensive sales network In the territory mentioned in Exhibit "B"
ARTICLE –XI
TREDEMARKS, TRADE NAMES, LOGOS TAG LINE AND
COPYRIGHT
During
the term of this Agreement and subject to the Terms & Conditions specified
herein firm's grants, to Distributor non- exclusive right to sell the products
in the Territory Firm's trademarks, trade names, logos, tag line and copyright
as necessary for Distributor to fulfil its obligations hereunder.
11.1
Use of Gungun Seed and Agrochemicals trademarks, trade names, tag line and
logos by the distributor will be in accordance with Firm's policies which may
change from time to time.
11.2
Distributor agrees not to attach, other than Gungun Seed and Agrochemicals trademarks,
trade names, tag line and logo in products of Gungun Seed and Agrochemicals.
11.3
Distributor further agrees not to use Gungun Seed and Agrochemicals trademarks,
trade names, tag line and logos, on any other similar products.
11.4
Gungun Seed and Agrochemicals reserves the right to review the planned uses of
it's trademarks, trade names, tag line and logos to confirm that they are
within the guideline prior to the usage of such trade marks by Distributor.
11.5
Distributor will not use Authorize or assign any one to use the name or
trademark or trade name or tag line or logos owned by Gungun Seed and
Agrochemicals as part of its firm, corporate or business name in any way and
there after distributor agrees never to challenge the validity or the ownership
of the same.
11.6
Distributor in the course of its business of sale the product acquire any
goodwill or business reputation from the use of labels, advertisements and the
like all such goodwill or business reputation so far as it relates to or
attaches to the trade mark, shall on the termination of this agreement vast in
and become the property of Gungun Seed and Agrochemicals.
ARTICLE-XII
TERMINATION OF THE AGREEMENT
12.1
This agreement will be terminated with the mutual consent of either of parties
in written only.
12.2
Upon expiry or termination of this Agreement, no commissions, compensations
indemnities or damages of any nature whatsoever shall be payable by Gungun Seed
and Agrochemicals by reason only of termination or the unwillingness to
continue this agreement, provided however, nothing herein shall prevent either
party from recovering damages or other relief in the event of a breach of this
agreement by the other party.
12.3
Following termination of this agreement by either party, distributor shall not
be entitled for any compensation on any sales of the specified products by Gungun
Seed and Agrochemicals or any agent Distributor there of whether or not to
customers previously sold to or solicited by Distributor:
12.5
Upon expiry or termination of this agreement, distributor shall not represent
itself to be agent or distributor of Gungun Seeds and Agrochemicals or
otherwise to be authorized to act on behalf of Gungun Seeds and Agrochemicals and
shall discontinue the use of Gungun Seeds and Agrochemicals trade name, trademarks
and labels and other advertisement media and shall remove all signs and
displays relating thereto
12.6
Notwithstanding anything herein contained, this agreement may be terminated by Gungun
Seeds and Agrochemicals after giving 30 days notice at its absolute discretion
without assigning any reason In the event of termination or expiry for any reason
the distributor and Gungun Seeds and Agrochemicals shall settle the account and
net amount owing under this agreement up to date of such termination of this
agreement shall be paid by either party whoever owes such amount and the amount
there of shall be received by the other party in full satisfaction and discharge
of all claims and demands what over against the other party in full satisfaction
and discharge of all claims and demands what over against the other party in
respect of this agreement.
ARTICLE-XIII
DISPUTE RESOLUTION
13.1
Any dispute arising out of this agreement between the parties, parties shall be
referred to the sole arbitration and to be appointed by the consent Gungun Seeds
and Agrochemicals and the decision/ award of such arbitrator shall binding upon
the parties hereto.
13.2
All dispute arising out at arty point of time will be subjected to Agra (U P)
Jurisdiction only.
ARTICLE-XIV
LIMITATIONS OF LIABILITIES AND
INDEMNITIES
14.1
Gungun Seeds and Agrochemicals warrants that the products sold to distributor
pursuant to this Agreement meet Gungun Seeds and Agrochemicals specifications, Gungun
Seeds and Agrochemicals is not however responsible for results obtained by the
use of products either alone or in combination with other materials.
14.2
Subject to clause it is agreed that all conditions and warranties express or
implied, whether arising by virtue of statute or otherwise are to the extent permitted
by applicable law in the jurisdiction hereby expressly excluded and Gungun Seeds
and Agrochemicals shall be under no liability to distributor or any other
person for and distributor release and discharges Gungun Seeds and
Agrochemicals from any loss or damage (including but limited to area or
indirect as consequential loss) or loss of profit caused by or arising out of,
relating to or Incidental in any manner to products or the supply of the
products or this Agreement howsoever Caused.
14.3
Distributor assumes full responsibility for and agrees to indemnify, defend and
hold harmless Gungun Seeds and Agrochemicals from and against any and all
claims, actions, liabilities, losses, damages, costs and expenses arising from
failure of distributor to perform any of its obligations under this agreement,
or from the negligence or willful misconduct of distributor, except to the
extent such claims, actions, liabilities, losses, damages, costs and expenses
results from Gungun Seeds and Agrochemicals own gross negligence or willful miscount or any breach by Gungun Seeds and Agrochemicals of its obligations
under the agreement.
14.4
The distributor hereby undertake & warrants that it shall not mix, replace,
adulterate and tamper with any of the Products with any other local product
manufactured by any other company or brand. Any such act shall be treated as a
Breach of this agreement and it shall not matter whether the distributor has
actually sold such adulterated/ mixed/ replaced products or any employee or labor of the distributer has performed such an act with /without the knowledge of the
distributor. It shall constitute a breach under this Agreement.
ARTICLE- XV
CONTINGENCIES
15.1
Gungun Seeds and Agrochemicals shall not be liable for non -performance of this
agreement arising from contingencies happenings, or causes beyond the control
of the party affected or directly or indirectly caused by fire explosion, accidents
flood labor trouble or shortage war act of Government indirectly to obtain
suitable material, equipment fuel power or transportation or act of god
ARTICLE-XVI
AMENDMENTS
16.1
No amendment of this Agreement shall be valid unless in writing and signed by
both parties
ARTICLE-XVII
COMMERCIAL TERMS & CONDITIONS
17
1 Distributor shall comply with the requirements of all acts, regulations and
orders whether Central, State, Municipal or otherwise relating to its
obligations hereunder and to the marketing of the products and any other laws
relating to fair trading.
17.2
Distributor shall provide secure and safe storage for the product to ensure no
deterioration in the quality, appearance or packing thereof.
17.3
Distributor shall exercise efforts to ensure that the products sold Pursuant to
this agreement are used, handled and disposed of in accordable with the current
label and applicable Central, Stale and local / Municipal Laws and Regulations.
ARTICLE-XVIII
MISCELLANOUS
18.1
This agreement together with schedule specifically referenced and attached hereto
embody the entire understanding between distributor and Gungun Seed and
Agrochemicals and there are no agreement, understanding, conditions. Warranties
or representation, oral or written, express or implied, with reference to the
subject matter hereof which are not merged herein.
18.2
This agreement shall be executed in duplicate counterparts, both of which taken
together shall constitute one and the same agreement. This agreement shall
become binding only when both Parties shall have executed each of the duplicate
counterparts of this agreement.
18.3
Except as otherwise specially stated, no modification hereto shall be of any
force or effect unless-in writing and signed by both parties hereto, expressly
referred to as being modification of this agreement.
In
witness whereof, the parties hereunto executed this Agreement the………………. day of
.............
For ………………
Signature…………
Name…………….
Title……………..
Date: …………….
Witness
1.
2.
This
Agreement shall become effective as of the Effective date and shall, except as
otherwise provided herein, remain in full force and effect till the Expiry Date
unless termination by Gungun Seeds and Agrochemicals with or without cause. This
Agreement may be further extended for such period & on such terms &
conditions as may be mutually agreed between the parties in writing.
Exhibit-A
List of Gungun Seeds and Agrochemicals Product List
https://lookmyvcard.com/Gungun-seeds-and-agrochemicals
Exhibit-B
This is to signify that
we have appointed M/s, ……………………………
Address ……………………………………………………………………
For the Principle
Territory ……………..…………………………………
And the near by
area/region are as such mentioned above:
Exhibit- C
Material
Safety
It will be
the sole responsibility of distributor to protect the materials from rain, moisture,
theft, Fire and other losses. In case, any such event happens or occurs,
knowingly or unknowingly. It will be the sole responsibility of Distributor to
indemnify the losses for the same.
The labels
of the products which contain complete product details like its name, quantity,
batch number, manufactured/ expiry date, MRP etc., and should not be
deteriorate or destroyed or changed under your custody. In case, if you are
returning the goods/material Via transit Gungun Seeds and Agrochemicals will
not be responsible for any damage or deteriorate occur during the transit and until
we take the products under our custody or our instructed destination.
