DISTRIBUTION AGREEMENT
THIS DISTRIBUTION AGREEMENT is made and executed into at Mumbai on this 1ST day of April,
2018.
BETWEEN
ABC_______ LTD , a company incorporated under the Companies Act, 1956 and having it registered
office at ______ , Mumbai – 400 021.
AND
M/S ________., Distributors –, a firm having its office at MUMBAI - 70(herein after called
“Distributor” which expression shall, unless the context admits otherwise, includes its heirs,
executors, administrators, representative and assigns) of the other part.
(________ and distributor are hereinafter individually referred to as “Party” and jointly referred to
as the “Parties”)
I.
WHEREAS _______ LTD is manufacturing, producing , processing, bottling, marketing,
promoting, importing, selling and distributing Still and Sparkling Wines under the brand
name “_________ LTD” and other brand (s) owned/licensed from time to time
(hereinafter referred to as “Products”) in India and abroad.
AND WHEREAS Distributor ______ distributor in _____. The Distributor distributes and
sells liquor and wine retail shops, hotels, institutes and other outlets, Distributor also
deals with local excise authorities to comply with statutory provisions.
AND WHEREAS Distributor has agreed to sell the Products as mentioned in the
Annexure-1, attached herewith, within Territory (hereinafter referred to as “Territory”).
AND WHEREAS ______ LTD has agreed to appoint the Distributor as a distributor within
the Territory, as defined above, on the following terms and conditions.
II.
III.
IV.
NOW THIS AGREEMENT WITHNESSETH AND IT IS HEREBY AGREED BY AND BETWEEN THE PARTIES
HERETO AS FOLLOWS:
1 Appointment :
Subject to the term and conditions set forth herein and during the Term of this
Agreement, _____ hereby appoints Distributor and Distributor hereby accepts the said
appointment to distribute and sell the Products within the Territory.
2 Term :
Unless otherwise stated, this agreement is valid for a term of 2 (TWO) years
commencing From ____ to ____.
3
Order and Maintenance:
A
4
5
6
7
Minimum order to be placed by Distributor shall be 500 cases or as my be mutually
agreed between the parties (Excess transportation applicable on lesser order to be
borne by the Distributor)
B Distributor shall keep sufficient number of cases of ABC LTD products to meet the
demand of the ultimate users/consumers.
Products, Cost cards, Prices and Margins :
A Products, Costs cards, Prices and Distributor’s Margin will be as per the Annexure-1
(‘Domestic Brands’). Distributor shall distribute the products to parties at a price not
exceeding the price stated in the cost cards annexed herewith.
B ____ LTD reserves the right to revise Products, Cost cards, Prices and Margins with
intimation to Distributor as and when necessary.
Payment terms and mode :
A Payments:
Payments will be made by the Distributor within 45 days from the date of invoice
and thereafter ______ LTD. Will charge interest on the overdue amount. However, if
the payment shall be made by the Distributor via PDC sent along with permit stating
payment within 7 working days from the date of delivery of the products,
______LTD. Will offer cash discount of 1.5% on the Ex-winery after deduction of
trade discount if any to the Distributor.
B Alteration in Terms of Payment:
_____ LTD may on written request of Distributor and having regards to the
situation and circumstances, existing, deliver the products to Distributor on
such terms and conditions (altered terms and conditions) as may be decided
by ________ LTD and the same will be communicated in writing.
Provided that if the payment is not made as per sub-clause (a) of this clause
6 and / or the altered terms and conditions, _______ LTD reserves the right
in implement any or all the below mentioned options:
I
to deduct outstanding dues from the security deposits in the
hand of ________ LTD.
II
to charge interest at the rate of 0% (0 Percent) per annum
from the due date of payment to the day on which payment
is made in full, pursuant to the terms of payment, as may be
altered under sub-clause (b) of clause 6 of this agreement;
III
to stop any future consignment / order placed by
Distributor.
C
Mode of Payment:
Payment will be made in the form of a demand draft payable at Mumbai , in
the name of ____ LTD
Stock and Sales Statement,
A
Distributor shall send Stock & Sales statement, to ABC LTD on monthly basis
by 3rd of every month or as and when asked by the officials of ABC LTD.
B
Distributor shall also send to ABC LTD any other stock related
information/reports as and when asked by the officials of ABC LTD.
Breakage, Verification, Freight and Insurance:
A
Breakage in Transit:
B
C
D
Breakage in transit, if any, from winery to the Distributor’s warehouse will
be borne by ABC LTD subject to the verification of bottlenecks with screw
caps/corks intact in them and verification procedure mentioned in subclause (b) of this clause.(Breakage at bond will be born by Distributor.)
Verification Procedure:
I
Distributor shall inform ABC LTD authorized Sales Representative
(‘SR’), in whose jurisdiction the above mentioned territory is
contained, via phone or electronic mail within 2 (TWO) to 3 (THREE)
hours of receiving consignment, of any breakages and keep the
damaged goods aside for verification purpose.
( i. Photograph with necks, ii. Claim clearly mention on transporter
DC)
II
After the above verification, on SR being satisfied that the claim is
acceptable the same shall be settled only at the landing cost to
Distributor.
Freight:
Freight charges for dispatch effected from winery/bonded warehouse of
ABC LTD to warehouse/godown of Distributor will be borne by Distributor.
Retention charges, if any incurred due to
Delay in unloading of stocks as ordered by Distributor, shall be borne by
Distributor.
Insurance:
ABC LTD shall take adequate insurance cover for the dispatch from
winery/bonded warehouse of ABC LTD to warehouse/godown of Distributor.
8
Marketing, Sales Promotion Scheme and POP Materials:
a.
Marketing and Sales Promotion scheme(s) (hereinafter referred as
“Scheme(s)”) to the market will be designed by ABC LTD and will be
operated by Distributor.
b.
Distributor should send debit note for the cost incurred under the Scheme(s)
to ABC LTD by every 7th day of the month following the month to which it
pertains, Debit note should be raised with proper supporting(s).
c.
Distributor will not charge their margin on any complimentary stock(s) given
under Scheme(s) or any promotional activities in retail shops, Hotels and
institutions. It will settle only on the landing cost of Distributor.
d.
Whenever the company is associated with any kind of sponsorship,
promotional, marketing activities, Distributor can contribute a fixed amount,
as may be mutually agreed and finalized in writing by both the parties. All
such contributions made by Distributor will be settled on the 6% handling
charge on landing cost and Distributor’s margin should not be
charged.(Which is approved by NSM on email.)
e.
ABC LTD will provide all the market support as may be necessary.
9
Settlement of Accounts:
ABC LTD and Distributor shall reconcile/settle their accounts every quarter (endi30th
June, 30th September, 31St December and 31st March) within 30 days after the
quarter ends and the balance shall be squared off by making necessary payments by
the parties.
10
Representations and warranties:
a.
Distributor will be responsible for the collection of EVCs from local Excise
and will send the same to ABC LTD within 30days from receipt of the stock.
Distributor will also be responsible for collection of “C” Forms and to send
the same to ABC LTD within the prescribed time. In case Distributor is
unable to collect and send “C” Forms within the prescribed time ABC LTD
will charge local sales tax and will issue debit note to Distributor in this
regard. Distributor will be responsible for dealing with all statutory
/regulatory authorities including excise and for any government dues or
liabilities related therewith.
b.
Distributor have represented to ABC LTD that it will make best efforts to
promote and sell ABC LTD products in the Territory.
c.
During the term of this agreement, Distributor will not deal in the Products
competing with the Products of ABC LTD, except without prior intimation to
ABC LTD.
d.
Distributor shall not solicit any of ABC LTD employees or other sales
representative for the purpose of being employed by Distributor or by any
party in which Distributor id directly or indirectly interested.
11
Termination and Renewal:
a.
Either party can terminate the agreement on giving the other party 45 days
notice in writing.
b.
The aforesaid appointment shall automatically terminated after expiry of
the term of this agreement unless ABC LTD has renewed the appointment
and intimated Distributor in writing about such reappointment to expiry of
the term of this agreement. The reappointment shall be subject to the
revision of any terms and conditions of this agreement, which shall be
mutually agreed in writing between the parties.
c.
Either party can terminate this agreement at any time in the event of a
material breach or failure by the other party to perform any of its
obligations, representations, covenants contained in this agreement by
providing notice in writing, provided further that the right of termination
contained in this sub-clause shall not apply in the case the party cures
material breach or failure to the satisfaction of the other party prior to the
end of 21(Twenty One) Business days notice period.
d.
On termination under provision of this agreement, the accounts between
the parties will be settled and adjusted finally within the period of 30days
(thirty) days from the Termination Notice.
12
Applicable Law and Arbitration:
a.
b.
13
The governing language of this Agreement shall be English.
Should any dispute between the parties arise having to do with any matter
which is the subject hereof. The parties mutually argee hereby to enter into
negotiation for an amicable settlement thereof. In the event the parties are
not able to reach a written agreement within thirty (30) days from the date
of presentation of the claim, each of the parties agrees to submit the
dispute to an arbitration panel of three arbitrators. Each party shall appoint
an arbitrator, in accordance with the Arbitration and Conciliation Act, 1996
or any statutory modification thereof.
c.
The arbitration shall be held in Mumbai, India in accordance with the
Arbitration and Conciliation Act,1996 and all arbitration proceedings shall be
conducted in the English language.
d.
This agreement, including all matters relating to its validity, construction,
performance and enforcement, shall be governed by and constructed in
accordance with Indian Law.
Communications:
a.
all communication between the parties in respect of any aspect of this
Agreement shall be in the English Language.
b.
All correspondence in respect of this Agreement shall be sent to the
Following addresses:
i)
If to ABC LTD
Attn : Mr
Director – Operations
,
ii)
c.
14
Mumbai – 400 021.
If to Distributor at
Attn : Mr.
Proprietor
Any change of address shall be immediately notified to the other party by
pre-paid registered post, and shall be valid only after confirmation of
receipt.
d.
A confirmation copy of any notice of termination and change of address
shall also be sent to the other Party by pre-paid registered post (if the
original is sent by any other means of communication).
Miscellaneous:
a.
Force majeure:
No party shall be deemed in default of this agreement to the extent that any
delay or failure in the performance of its obligations under this Agreement
result from any cause beyond its reasonable control and without its fault or
negligence (including, without limitation, acts of God, strikes, lockouts or
other industrial disturbances, war and civil disturbances, unavoidable
b.
c.
d.
e.
f.
g.
h.
i.
j.
accident, fire, flood or explosion, any changes in laws, rules and regulations
or orders of governmental authorities). In the event of any such excused
delay the time for performance shall be extended for a period equal to the
time lost by reason of the delay.
Headings:
the article, section and paragraph heading contained in this Agreement are
for reference purpose only and shall not affect in any way the meaning or
interpretation of the this Agreement.
Amendment:
This Agreement may be amended only a written document signed and
properly authorized by each of the Parties hereof.
Executed Copy:
Parties expressly agree that an executed version of this Agreement (Original
Agreement) shall be in the possession of ABC LTD. Distributor will be
provided with a photocopy of the Original Agreement.
Successors and Assigns;
This Agreement shall be binding upon and inure to the benefit of the Parties
hereto and their respective heirs, personal representatives, successors and
assigns.
Waivers of Default:
The failure or omission by either party to insist upon or enforce any of the
term hereof shall not be deemed as waiver of such terms unless the same
shall be writing and signed by the waiving party.
Entire Agreement:
This Agreement supersedes any and all prior agreement between Distributor
and ABC LTD with regard to the matters contained herein, and form the
entire agreement between the parties, and neither of the Parties has made
nay representation or undertaking to the other which are not expressed in
this Agreement.
Assignment:
Distributor shall not assign the right and benefits of this appointment
without prior written approval from ABC LTD.
Relationship:
Neither Party shall be, or hold itself out as an agent of the other or as
partner under this Agreement.
Severability:
This invalidity under applicable law of any provision of this Agreement shall
not affect the validity of any other provision of this Agreement, and in the
event that any provision hereof is determined to be invalid or otherwise
illegal, this Agreement shall remain effective and shall be construed in
accordance with its terms as if the invalid or illegal provision were not
contained herein.
IN WITNESS THEREOF, the duly authorized representatives of the Parties have put their signatures
hereunder the day and the year hereinabove written:
SIGNED AND DELIVERED
By the within named
ABC LTD
)
)
)
By the hand of its authorised signatory
Mr_____
(National Sales Manager)
)
)
In the presence of
(Mr._________ )
SIGNED AND DELIVERED
By the within named DISTRIBUTOR
M/S _______. LTD.
)
)
)
)
By the hand of its authorised signatory
)
(Proprietor / Partner/ Owner / Director)
)
In the presence of
(Mr./Ms.
)
)