Appointment of Selling Agent for a District or Town
This agreement is made on this 15th day of September 2000 between
AB Co. Ltd., a company registered under the Companies Act 1956 and carrying on business at ………………… (hereinafter called the principal) of the One Part and CD, a proprietorship concern of AP of ………………… (hereinafter called the agent) of the Other Part.
Whereas the principal is a manufacturer and dealer in Computers and is willing to appoint a suitable concern as the sole selling agent for the town of Chennai for its products.
And whereas the agent has approached the principal and has expressed his consent to act as the sole selling agent of the principal to which the principal has agreed.
Now this agreement witnesses and the parties hereby agree as follows:
1. The principal hereby appoints the agent as the sole agent of the principal for the town of Chennai (hereinafter called the territory) for the purpose of making sales of the principal’s goods for the term of 5 years from the date hereof on the terms and conditions herein contained.
2. The agent shall not while selling the principal’s goods make any representation in the trade or give any warranty other than those contained in the principal’s printed current price list.
3. The agent shall be entitled to deduct and retain with himself 20 per cent from the list price of all goods sold by him on behalf of the principal as his commission. The agent shall keep a record of all sales and shall remit to the principal regularly each week/each Monday all moneys/sale proceeds received by him in respect of such sale. All sales shall be made for cash against delivery of goods unless the principal’s consent first obtained in writing to give credit to any particular purchaser and in case of such credit sales the principal may direct the agent to charge 20% more than the principal’s price list.
4. The agent shall not make any purchase on behalf of nor in any manner pledge the credit of the principal without prior written consent of the principal.
5. 5. The agent shall at his expense take on rent and occupy for the purpose of the agency suitable premises with prior approval of the principal and shall keep insured for the full value against all risks of all the goods entrusted to him under this agreement and on request by the principal shall produce to the principal receipts for the rent, rates and taxes of the said premises and for the premiums on insurance policies showing that the same have been paid on due dates.
6. The agent shall not sell nor allow anybody else in the trade to sell the principal’s products outside the agency territory nor sell to the public below the listed price for the time being.
7. The agent shall in all his commercial dealings, documents, on name-plates or letter-heads describe himself as selling agent for the principal.
8. It is agreed that any breach of any term or condition of this agreement by the agent shall entitle the principal to put an end to this agreement forthwith and also to recover from the agent in addition to the listed price by way of liquidated damages 30% of the listed price for each such article sold in breach of such clause. The agent undertakes that all the purchasers to whom he may sell the principal’s goods shall be duly entered into the books of the agent.
9. The principal shall keep with the agent a stock of its goods worth
Rs. 50 lakhs at the principal’s current price and the principal shall replenish such stock on the close of each month subject to availability of stock and exigencies such as delay in transit, accidents, strikes or other unavoidable occurrences.
10. The principal shall have the right to check the stock of the said goods and on any shortage or deficiency found on such stock-taking the agent shall on demand pay to the principal the listed price thereof less commission.
11. The agent shall not alter, remove or tamper with the marks or numbers on the principal’s goods. He shall not sell the goods of the principal at a price less than the listed price. However, he may allow a discount of 5 per cent on the listed price.
12. If any dispute arises between the agent and the purchaser of the principal’s goods, the agent shall immediately inform the principal of the same and shall not without the principal’s approval or consent in writing take any legal proceedings in respect of or compromise such dispute or grant a release to the purchaser.
13. This agreement may be terminated by either party at any time after the expiration of 5 years by giving to the other one month’s notice in writing.
14. The benefits under this agreement shall not be assignable to any other person.
15. The principal shall redirect all inquiries or orders for principal’s goods received by it from persons residing in the agency territory of the said agent and in the event where the principal supplies such purchasers directly it shall allow the agent the same commission or rebate as the agent would have been entitled to retain if he had done the transaction.
16. The agent undertakes to refer to the principal all enquiries or orders for the principal’s goods from the persons residing outside the agency territory of the agent and similar enquiries or orders from persons residing in the agency territory for the purchase for re-sale outside the said territory and the agent shall be entitled to 2% commission in respect of any sale resulting from any such enquiries or orders.
17. The agent undertakes to devote his whole business, time and energy for pushing the sale of the principal’s goods and shall in all such dealings act honestly and faithfully to the principal and shall carry out principal’s orders and instructions and shall not engage himself or be interested either directly or indirectly as agent or servant in any other business or trade without the prior consent in writing of the principal.
18. On the termination of this agreement for any reason whatsoever the agent shall not for a period of one year solicit trade or orders from the persons who had been purchasers of the principal’s goods any time within 5 years immediately preceding the date of such termination and the agent shall not for a period of one year engage or be interested as agent or servant in any business, firm or company manufacturing, selling or dealing in goods similar to those manufactured and/or dealt with by the principal.
19. Without prejudice to any other remedy the principal may have against the agent for any breach or non-performance of any term of this agreement the principal shall have the right summarily to terminate this agreement if the agent is found guilty of misconduct or negligence in discharge of his duties or absenting himself from his business duties for more than 15 days without sufficient cause, or the agent committing any act of bankruptcy.
20. The principal shall be entitled to terminate this agreement by giving one month’s notice in writing to the agent in the event the principal ceases to carry on its business.
21. On the termination of this agreement for whatever reason the agent shall immediately return to the principal all unsold stock of goods and pay for the shortages in stock at the listed prices less commission. The agent shall deliver to the principal all books of account, document or securities he may have received during the normal course as a result of sales of the principal’s goods and shall transfer, assign or negotiate in favour of the principal all such securities on demand.
22. In the event of any dispute arising out of or in relation to or touching the agreement the same shall be decided by arbitration in accordance with the provisions of the Arbitration and Conciliation Act 1996.
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. ………………………………… pursuant to Board Resolution dated ………… of AB Co. Ltd. in the presence of:
Signed and delivered by Mr. AP
the proprietor of CD in the presence of: