Agreement of Bottling Beverages
This agreement is made on this 10th day of October 2000 between AB Co. Ltd., registered under the appropriate laws of Scotland and carrying on business at …………………… Scotland hereinafter referred to as the PRINCIPAL (which term shall unless excluded by or repugnant to the context include its successors and assigns) of the one part and the CD Ltd., a company registered under the Companies Act 1956 and having its registered office at ………………………………………, hereinafter referred to as the BOTTLER (which term shall unless excluded by or repugnant to the context include its successors and permitted nominees and assigns) of the other part.
Whereas the PRINCIPAL is carrying on business as manufacturer of and dealer in Beverages under the trade name SCOTCH.
AND WHEREAS the PRINCIPAL intends to extend its business to India and South-East Asia but the cost of setting up a new manufacturing unit would not be economical and transportation of beverages from Scotland to the distant areas will not be commercially viable.
AND WHEREAS the BOTTLER has a plant for bottling aerated waters and the same has been recently modernised and is suitable for bottling the beverages manufactured by the PRINCIPAL.
AND WHEREAS the BOTTLER has approached the PRINCIPAL for arrangement of obtaining concentrates for the PRINCIPAL’s beverages for the purpose of bottling the same in India and selling it under the trade name of the PRINCIPAL on certain terms and conditions to which the PRINCIPAL has agreed.
Now these presents witnesseth and the parties hereto hereunder agree as follows:
1. The PRINCIPAL appoints the BOTTLER as its Sole Bottling Agent in India for a period of 5 years which is renewable for another 5 years at a time on mutually agreed terms and conditions.
2. The BOTTLER shall maintain its Bottling Plant in good condition and repair at its own cost subject to periodical inspection by the representative of the PRINCIPAL. The BOTTLER shall use the water available from the Corporation of Calcutta or from the tubewell sunk by it and the same be filtered through a machine to be supplied by the PRINCIPAL free of cost.
3. The water so purified will be tested by a named organisation as to its purety and fitness for using for beverages and human consumption.
4. The PRINCIPAL shall supply the concentrates to be used with water and other permissible ingredients for the purpose of bottling the mixed liquid. After the concentrates converted into liquid is bottled, the same will be properly capped and labelled. All these are to be untouched by hand and to be done automatically by the plant.
5. The finished product in the bottles will be branded as SCOTCH and sold as soft drink at a price to be fixed by the PRINCIPAL.
6. The BOTTLER shall have arrangements for distribution to the retailers of the said Scotch Beverages and to be sold in retail at a price to be fixed from time to time by the PRINCIPAL.
7. The Bottles to be manufactured for the purpose of the said Scotch Beverages would be according to the specifications and designs of the PRINCIPAL and the cost whereof shall be reimbursed by the PRINCIPAL.
8. All breakages of bottles and missing bottles will be replaced by the BOTTLER at its own costs.
9. The PRINCIPAL will allow the BOTTLER for the said bottling and distribution a commission of 50% on the retail sale price of the Scotch bottles of beverages.
10. The BOTTLER shall publicise and popularise the said Scotch Beverages by advertisement in newspapers, posters, journals and otherwise, the costs whereof will be borne in equal proportions by the PRINCIPAL and the BOTTLER.
11. The composition of the concentrate is a secret and the BOTTLER shall not make any effort to find out the composition thereof or discuss with anybody or furnish any sample of the concentrate to anybody so that composition of the concentrate remains a secret.
12. The said beverage Scotchis the registered trade mark of the PRINCIPAL and the BOTTLER shall inform the PRINCIPAL immediately on coming to know of any alleged infringement or passing off of the product and take immediate steps to protect the interests of the PRINCIPAL the expenses whereof will be reimbursed by the PRINCIPAL.
13. The plant of the BOTTLER shall be maintained in perfect condition subject to the supervision of the Engineer of the PRINCIPAL and such plants should not be used for bottling any other product except the Scotch Beverage.
14. The BOTTLER shall be responsible for complying with all local laws and paying all taxes, rates, cesses and other levies in connection with the said plant, maintenance thereof, manufacturing of the said beverage and selling the same through retail outlets.
15. In consideration of the PRINCIPAL granting the bottling rights of the Scotch Beverage to the BOTTLER, the BOTTLER will keep in deposit with the PRINCIPAL Rs. 10 lakhs free of interest which will be adjusted on the expiry or termination of this Agreement.
16. The BOTTLER shall render quarterly accounts of the concentrates supplied, the bottling made and the Scotch Beverage sold through retail outlets or otherwise and pay the sale proceeds of the Scotch Beverages after deducting the commission of the BOTTLER.
17. The BOTTLER shall submit statements of accounts and other expenses every quarter and on such accounts being furnished, the same would be settled by adjustment or payment.
18. In default of the BOTTLER in complying with any of the terms and conditions of this agreement, the PRINCIPAL will have the liberty to terminate this agreement by giving 3 months notice.
19. In default of payment of any money due from the BOTTLER, interest would be charged at 15% per annum with quarterly rests by way of compensation for withholding the payment.
20. The BOTTLER shall ensure proper customer satisfaction and from time to time make a market research to ascertain the customer reaction to the Scotch Beverage, nature of storing the bottles and the cooling arrangement therein as also suitability of retail outlets.
21. The BOTTLER shall on market research ascertain whether any plastic crates should be supplied free of cost to specified retailers for storage of the Scotch Beverages and also to supply to limited retailers Ice Box or Mini Refrigerators for the cooling arrangement of the Scotch Beverages. The cost of crates and Mini Refrigerators will be borne by the BOTTLER but for which the PRINCIPAL would make advances to be adjusted against the commission payable by the PRINCIPAL to the BOTTLER inasmuch as such an arrangement will directly benefit the BOTTLER in increasing the sales in competition with other market products.
22. The BOTTLER shall after manufacture of every lot of bottles of Scotch Beverages make random chemical tests by a competent person as to the suitability thereof for human consumption and should ensure that the same is free from any bacteria or harmful elements. The BOTTLER shall be solely responsible for any claims, proceedings, losses or damages due to any defect in the Scotch Beverages and the BOTTLER hereby undertakes and covenants to keep the PRINCIPAL harmless from and indemnified against all claims, proceedings, costs charges and expenses in relation to the Scotch Beverages manufactured, sold and distributed through outlets of the BOTTLER.
23. The BOTTLER shall be free to sell Scotch Beverages bottled by it in India or outside India without any restrictions.
24. All disputes and differences arising out of this agreement or in relation thereto or touching it or in relation to any transactions covered by this agreement or otherwise affecting the relationship of the PRINCIPAL and the BOTTLER shall be referred to the Bengal Chamber of Commerce for adjudication under its rules and/or the provisions of the Arbitration and Conciliation Act 1996 or any statutory modifications thereof for the time being in force.
In witness whereof the parties hereto have executed these presents on the day, month and year first above-written.
Signed, sealed and delivered by
Mr. …………………….. Power-of-Attorney Holder from the AB Co. Ltd., and authorised representative in Calcutta in the presence of:
Signed, sealed and delivered by
Mr. ……………….. pursuant to the Board Resolution of the CD Co. Ltd. dated …………… in Calcutta in the presence of: