ARTICLES OF AGREEMENT made on this the...... day of ……........... 2020 between Traco cable company limited (hereinafter referred to as “the company”) of the one part and .............................................................................................(Hereinafter referred to as “the Dealer”) on the other part.
WHEREAS in response to our advertisement for appointment of Dealers for house Wiring Cables the Dealer submitted to the company an application for the same.
WHEREAS in pursuance of the interview conducted for the selection of outlet, Dealer for the above referred products is appointed.
NOW THESE PRESENTS WITNESS and it is mutually agreed as follows.
I. Obligation of the company
- The company hereby agrees to grant the ********District/Panchayath for house wiring cables subject to the terms and conditions of this agreement, to use the name, trade name and trademark of the Company.
- The Company shall provide to the Dealer all support, which is essential for the proper working of the Dealer.
- The Company shall provide the Dealer, the necessary Name Board and advertisement materials, which may be used from time to time.
- No transportation charges will be levied from the Dealer for the supply of materials to their office provided a minimum invoice value Rs.1 lakh against each order.
- 50% of the cost for all promotional activities like Advertisements, Exhibitions etc. will be borne by the company. The Dealer has to take the prior approval for the same from the company on a case to case basis.
- The company shall impart all sort of training for the sales staff of Dealer regarding the product knowledge and specification at Dealer premises as well as the factory of company.
- The company agrees that on the receipt of the order placed by the dealer and payment in the manner prescribed by the company it shall promptly take all the steps for despatching the PRODUCT as per the order from its available stock.
- The company agrees to raise invoice in respect of each consignment despatched to the dealer at the price prevailing on the date of despatch of the PRODUCT.
- The company agrees to pack/bag the PRODUCT properly and in such a way to ensure that there will be no chance of contamination or mixing up or loss by spillage etc during transit.
- The company reserves the right to engage more than one dealer in each district and the dealer agrees the above right of the company.
II. Obligation of the Dealer:
- The Dealer shall comply with all the instructions, advices and requirements of the Company’s by laws, agreement or otherwise as amended or updated from time to time, relating to the administration, management and establishment.
- The dealer should have the GST registration
- The Dealer shall not perform any act, which is or seems to be detrimental to the interests of the Company.
- The Dealer shall exert its best effort to promote and expand the business of the Company through appointing Dealers/Sub dealers/Direct marketing agents in the allotted district only. A minimum business of ….. lakhs for the product has to be achieved on monthly basis. The Dealer has to maintain a minimum stock of ……….. lakhs at their end. The Dealer will be confirmed based on their performance after 3 months from the date of appointment.
- The Dealer shall participate in the meetings conferences etc. conducted or recommended by the Company for the promotion of the business.
- The Dealer shall give due facility to the authorized officers of the Company to have access to the Dealer’s premises during normal business hours for inspection of the performance.
- Dealers shall be liable for all the cash/other assets received by him on behalf of the Company and shall be held liable for any damages or loss caused to the Company or the Customer or other parties on account of the misuse, misappropriation or fraud committed by him or for non fulfilment of the condition contained in the agreement or other instructions given by the Company.
- The Dealer’s properties will or his rights in any properties shall be liable for first charge for the loss or damages caused to the Company by the Dealer.
- Any violation of the conditions of this agreement shall be sufficient cause to cancel the appointment of Dealer without prior notice by the Company.
- All the payments to the company shall made as per the terms and conditions previously determined and modified from time to time by means of crossed account payee Cheque/Demand draft in favour of Traco Cable Company Ltd.
- Dealer is not authorized to participate in any tenders floated in their respective district without the prior approval of company. The company will be participating in the tenders on an understanding with the Dealer.
- The dealer agrees to place orders for the PRODUCT with the company along with documents which may be required by the company to process the order and despatch the product to the specified destination.
- The dealer agrees to sell the PRODUCT under the trade mark /name under which they are manufactured/supplied by the company.
- The dealer agrees to sell the PRODUCT in the original form as supplied by the company and not to mix or adulterate it under any circumstances.
- The dealer undertakes that it is the responsibility and liability to take at its own expense and make arrangements for transportation of the PRODUCT from the premises of the company to its destination.
- The dealer undertakes that the company will guarantee delivery of the PRODUCT ordered for and reserve itself the right to deliver any quantities less than the quantity ordered for.
- The dealer undertakes that in the event of any delay or failure to execute an order, it is not entitled to make a claim for loss or damage consequent thereto on the company, but can only request for refund for adjustment against future orders the amount so paid as advance.
- The dealer undertakes that the company has right and authority to appoint additional dealers for the same area or territory or state or enter into an agreement for sale of the PRODUCT with any other person, firm or company or sell the PRODUCT directly in the area allotted to the dealer.
- The dealer should sell the product through a retail outlet building solely meant for the purpose of selling similar consumer goods having an area of minimum of 100sq.ft.
On confirmation, the Agreement is initially valid for a period of one year from the date on which this agreement is executed and is subject to renewal for a period of another one year automatically, unless either party decides otherwise.
This agreement and the attachments hereto (if any) constitute the entire agreement between the parties mentioned herein concerning the subject matter hereof. Any amendments or modifications of this agreement shall be in witness and executed by the contracting parties.
- After executing this agreement, if the Dealer fails to take effective steps for establishing the business within 60 days from the date of this agreement, then this agreement stands automatically cancelled at the sole risk and responsibility of the Dealer for all the costs, expenses and loss therein.
- During the tenure of the agreement if either party wishes to terminate the agreement, without any reason, such party can do so by giving written notice of not less than 60 days to the other party.
- Notwithstanding anything contained in any clause, the Company may terminate the Agreement with immediate effect in case the Dealer defaults in the performance of any requirement or obligation, when due in accordance with the terms, polices and conditions provided by the Company.
VI. Consequences of termination
- Up to termination of this agreement, the Dealer shall within 7 days, surrender all the rights, assets licenses and privilege granted under this agreement and shall immediately cease using the Company’s Name, trademarks, trade names and logos for any purpose.
- Up to termination of the agreement the Dealer shall within seven days return all the property belonging to the Company, including, manuals and informational materials furnished by the Dealer to the Agent, the cost of incidental expenses incurred there to be borne by the Dealer.
- The Dealer shall not be relieved of any obligations to make payment to the Company. In respect of any amount, which shall be, payable while this Agreement was in force whether or not such amounts are due for payment at or before such termination.
- Upon termination of Dealership any material unsold or held as stock balance by the Dealer which is in good and saleable condition and purchase date found within 60 days will be taken back by the company as per invoice rate. The value accrued will be accounted for final settlement of payment to company/Dealer.
- All disputes and questions arising thereof during the agreement period shall be settled through a civil suit to be filed in a court of competent jurisdictions within the district of Ernakulam
IN WITNESS WHEREOF the parties hereto have executed the agreement on the effective date mentioned above.
For the Company For the Dealer