No. 3
Agreement between Manufacturer and Wholesaler
THIS AGREEMENT is made the . . . . . . . . . . . . . . . . day of . . . ., 20 . . , BETWEEN A. B. Ltd., a joint stock limited liability company being registered under the Indian Companies Act, 1956, having its registered office at No. 3 . . . . . Road in the city of Mumbai, (hereinafter called the ‘‘Manufacturer’’) of the one part, AND B. C. a partnership firm duly registered under the Indian Partnership Act, 1932 having its head office in Chandni Chowk, Delhi, (hereinafter called the ‘‘Wholesaler’’) of the other part.
WHEREAS, the Manufacturers are making toilet goods and are desirous of pushing the sales of their products in Northern India and the Wholesalers are running their business in Delhi and several other towns in Northern India and are willing to undertake the exploitation of the said territory and push up the sale of the Manufacturer’s goods in the said territory.
NOW, THEREFORE, IT IS AGREED AS FOLLOWS:
1. That the Manufacturer shall supply to the wholesaler all goods indented for at the time and place indicated by the Wholesaler.
2. That all goods will be despatched by the Manufacturer per Rail and the Railway Receipt sent through some bank, nominated by the Wholesaler, with instructions to the said Bank to deliver the Railway Receipt on payment of the sum due.
3. That all goods indented will be sold at listed price by the Wholesaler but on a discount of. . . . . . . . .to the retailers. No retail sales will be effected by the Wholesaler.
4. That the Wholesaler will be allowed a commission of. . . . % on all listed prices. Railway freight will have to be borne by the Wholesaler.
5. That the goods indented but not sold within one month of delivery will be returnable at the cost and risk of the Wholesaler and the actual price paid thereof refunded.
6. That the Wholesaler will adequately advertise and appoint travelling agents, for which the Manufacturer shall pay a bonus of. . . . . . % on all sales above Rs . . . . . . . . . . . . . .per month.
7. That the territory within which the Wholesaler will work shall consist of the States of. . . . . . . . . .and. . . . . . . .and all sales effected, whether through the Wholesaler or otherwise, within the said territory shall be credited for purposes of commission and bonus to the account of the Wholesaler.
8. That the Wholesaler undertakes to sell within his territory, goods of the value of at least Rs . . . . . . . . . . . . . . lakhs per year. If, however, the sales in the first year fall short of their expectation by more than 25% this agreement will be, at the option of the Manufacturer, terminated.
9. That the Manufacturer undertakes not to appoint any other person, firm or company as Wholesaler within the territory entrusted to the Wholesaler.
10. That this agreement is made for a period of five years subject to the exercise of the option by the Manufacturer mentioned in clause 8 above and subject to the condition that the Wholesaler will not, during the currency of this agreement, sell or encourage the sale of toilet goods of any other Manufacturer.
11. That the expressions ‘‘Manufacturer’’ and ‘‘Wholesaler’’ herein used shall be given the widest meaning and scope, and unless inconsistent with the context, include the representatives, successors and assigns of the parties.
12. That any dispute or difference which may arise between the parties or their representatives with regard to the construction, meaning and effect of this deed or any part thereof or in respect of any sales, indent of supply under this deed, or any other matter, will be referred to two arbitrators, one to be nominated by each party, and in case of difference of opinion between them, by the umpire selected by them. Such proceedings shall take place in Mumbai.
IN WITNESS whereof the parties have hereto set their hands and seal on the dates respectively appearing under their signatures.
Witnesses: Sd. A. B.
1. ??Manufacturer.
2. Sd. C. D.
Wholesaler.