Sole Selling Agency Agreement
This sole selling agency Agreement is made on this …… day of ………… …… between X Co. Ltd. a company registered under the English Companies Act and carrying on business at …………………, England hereinafter referred to as the principal (which term shall unless excluded by or repugnant to the context shall include its successors and assigns) of the one part and S. Co. Ltd. a company registered under the Companies Act 1956 and having its registered office at ………………, Calcutta hereinafter referred to as the agent (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 the manufacturer of and dealer in and exporter of Telecommunications and Computers and Hardwares and Softwares thereof.
And whereas the agent is carrying on business in diverse products of various manufacturers as selling agent and has acquired experience and obtained the infrastructure for dealing with these goods.
And whereas the agent has extra capacity for carrying on the business as the selling agent and has approached the principal for marketing the Principal’s products in the backward areas of India and also in the foreign countries where the markets have not yet been fully exploited.
And whereas the principal has agreed to the proposal of the agent and intends to appoint the agent as the Sole Selling Agent in respect of certain areas in domestic markets as also in certain areas of the foreign markets.
Now these presents witnesseth and the parties hereby agree as follows:
1. The agent is appointed as the Sole Selling Agent of the Principal’s products in the domestic market and also in the foreign market particulars whereof are given in the Schedule hereunder.
2. The agent shall advertise and make popular the Principal’s products in the scheduled areas by advertisement in newspapers, journals and through representatives who would visit the Consumers’ offices and/or residences to popularise the quality and utility of the products of the principal.
3. The principal shall provide the agent literature and other documents explaining the products and would also supply certain samples for demonstration wherever possible.
4. The principal shall pay to the agent a commission of 30% on the published sale price of the products that would be supplied through the agent.
5. All expenses for transport upto the agent’s godown shall be borne by the principal and further expenses for handling and selling the products and for advertisement and publicity shall be borne by the agent.
6. The agent shall maintain an efficient team of personnel for properly running the after-sales-service in respect of the Principal’s products and for these services the principal would pay an additional 2% as service charges on the published price of the commodities sold by the agent.
7. The agent shall ensure that the after-sales-service is rendered promptly and no customer should have any grievance that the customer is not being properly attended to or the customer’s instrument has not been properly repaired.
8. The agent shall ensure proper customer satisfaction by rendering the after-sales-service as also immediately returning the genuine manufacturing defective instrument to the principal for replacement.
9. The agent shall on receipt of any complaint inspect the machinery concerned at the customer’s place and remedy the defect or replace the part if required and immediately inform the principal with a report about the defects and the repairs done.
10. The agent shall submit a statement of receipts of the products and the sale thereof as also the number and nature of customers attended to by way of after-sales-service.
11. The agent shall keep a deposit of Rs. 2 lakhs free from interest with the principal by way of Security Money.
12. The agent shall render proper accounts every quarter and remit the sale proceeds less the commission and service charges along with a statement of accounts.
13. The agent will not be entitled to any commission but only its out-of-pocket expenses in attending a customer who has ultimately rejected the product of the principal on some ground or the other.
14. The agent undertakes and covenants not to sell in the scheduled areas any other products of any other manufacturer similar to or competitive with the products of the principal.
15. The agent shall keep all the products delivered to it insured against risks of fire, burglary, civil commotion rioting and loss by any other insurable risks in the joint names of the principal and the agent at the cost of the principal.
16. The agent shall inform the principal and take immediate action for any infringement of the Principal’s Trade Mark or Patent Rights or passing off other manufacturer’s products as those of the principal.
17. The agent hereby agrees and undertakes to take all possible steps and to execute and sign all plaint, petition, affidavit and other documents that may be necessary for successfully prosecuting any party for infringement of the said Trade Mark, Patent Rights or for passing off or committing other wrongful acts done to the Principal’s products by any person and to protect the right, title and interest of the principal.
18. This Agreement is subject to obtaining the necessary permission or approvals of the authorities concerned.
19. This Agreement is terminable by giving three months’ notice by either party on any breach of any of the terms mentioned hereinabove.
20. All disputes and differences arising out of this agreement or in relation to any transactions covered by the agreement or otherwise affecting the relationship of the principal with its agent shall be referred to Mr. MN, Advocate of Old Post Office Street, Calcutta for adjudication of such disputes in accordance with the provisions of the Arbitration and Conciliation Act 1996 or any statutory modifications thereof for the time being in force.
(Particulars of the commodities and areas given to the Sole Selling Agent under this agreement).
In witness whereof the parties have executed these presents on the day, month and year first above-written.
Signed, sealed and delivered by
Mr. ………………………………… pursuant to the Board Resolution dated …………… of the principal in Calcutta in the presence of:
Signed, sealed and delivered by
Mr. ………………………………… pursuant to Board Resolution dated …………… of the agent in Calcutta in the presence of: