Agreement Between a Company and a Sole Selling Agent
This agreement, made on this day of ____, 20, is
between M/s ...................., a company incorporated under the Companies
Act, 1956, with its registered office at ..........., hereinafter referred
to as "the Company," (which expression shall mean and include its successors
and assigns) of the First Part
And M/s. ..................., a partnership firm registered under the Indian
Partnership Act, 1932, comprised of three partners: (1)...........,
(2).............., and (3)........, with their office at .................,
hereinafter referred to as "the Agents" (which expression shall mean and
include the partners, the survivors or survivor, the heirs, executors, and
administrators of the last survivor) of the Second Part.
WHEREAS the company manufactures various electronic and home appliance
products, and the agents, with a proper infrastructure to exhibit the
company's products, have approached the company to be appointed as its Agent
in the State of _________ for the promotion and sale of the company's
products in the said area.
AND WHEREAS the company has accepted the offer of the agents to be its sole
selling agents for the State of _________________.
Now this deed witnesses and the parties hereto hereby agree as follows:
APPOINTMENT OF AGENTS
The company appoints the agents, and the agents agree to act as the company's
sole selling agents for the State of _______________ with effect from
_____________, or a period of five years, for the promotion and sale of the
company's products in the said area.
DUTIES OF THE AGENTS
The agents shall actively promote and sell the company's products and work
diligently for their success.
RETAIL SALES AND PRICING
The agents shall sell the goods at the retail rates fixed by the company. They
shall not sell the goods below the retail price set by the company.
The agents shall be entitled to a commission of 4% (four percent) on the net
proceeds of the sale of goods. The commission shall be payable upon receipt of
money and not on outstanding debts.
The company shall not make direct sales of its products within the State of
Rajasthan. All inquiries, orders, and correspondence received by the company for
that area shall be forwarded to the agents for further handling.
SUPPLY OF GOODS
The company shall supply the goods to the agents at its own cost and as soon as
possible after receiving a written order.
REIMBURSEMENT OF EXPENSES
The company shall reimburse the agents for all reasonable expenses incurred for
the carriage or delivery of the goods and other related expenses associated with
MAINTENANCE OF ACCOUNTS
The agents shall maintain accurate accounts of (i) all goods received, (ii)
details of sales, and (iii) credits issued for any goods. The company's
authorized officials may inspect these accounts at reasonable times and make
copies or extracts from them.
SUBMISSION OF ACCOUNTS
The agents shall submit true and proper accounts of (i) all goods received, (ii)
all orders received, (iii) details of all sales, (iv) other transactions, and
(v) all money received and spent for the goods every quarter to the company
during the first week of every quarter. The company reserves the right to
cross-check the accounts with the account books.
ANNUAL SETTLEMENT OF ACCOUNTS
The parties shall settle all accounts related to the sale of goods and other
matters on the same day each year.
COMPLIANCE WITH DIRECTIONS
The company may issue reasonable directions and instructions to the agents
concerning the sale of the company's products or any other matters relating to
the agency business during the agreement. The agents shall comply with these
directions and instructions, unless prevented by unavoidable circumstances.
PROHIBITION ON DEALING WITH COMPETING PRODUCTS
During the agency, the agents shall not buy, sell, or deal in products
manufactured by any other company, for or on behalf of any other person, without
the written consent of the company.
PLEDGE OF COMPANY'S GOODS
The agents shall not pledge the company's goods supplied to them without the
written consent of the company.
In witness whereof, the parties have executed this agreement as of the date
first above mentioned.
The agents shall deposit a security amount of Rs........... in cash to ensure
the proper performance of this Agreement. The company shall pay simple interest
at the rate of 18% per annum on the security deposit, which will be settled
annually during the accounts' settlement. In case of breach or non-compliance
with the agreement's terms, the company reserves the right to adjust any dues or
losses suffered against the security deposit.
TERMINATION OF AGREEMENT
The company may terminate this agreement if the agents fail to comply with its
terms or do not achieve satisfactory sales of the company's products. The
company shall provide the agents with one month's notice to submit an
explanation regarding the grounds on which the company intends to terminate the
agreement. The company's opinion shall be final in this regard.
It is hereby agreed that either party may terminate this agreement by giving
three months' notice to the other party. It is also agreed that such notice has
to be in writing. The accounts between the parties shall be settled and adjusted
within three months from the termination date of the agency.
RETURN OF GOODS AND DOCUMENTS
Upon termination of this agreement, the agents shall return any unsold goods,
all books of account, and documents related to the agency to the company.
PROHIBITION ON ASSIGNMENT
The agents shall not assign or transfer the agency to any other person without
the written consent of the company.
It is agreed that any disputes or differences arising out of or in connection
with this agreement shall be referred to arbitration as prescribed under the
Arbitration and Conciliation Act, 1996. The parties hereby agree to appoint an
arbitrator, or in case of disagreement, each party shall appoint an arbitrator,
and the two arbitrators shall appoint a third arbitrator to act as the Presiding
Arbitrator. The award of the arbitrator(s) shall be final and binding on the
EXECUTION AND EXPENSES
This agreement shall be executed in duplicate. The original copy shall be
retained by the company, and the duplicate copy shall be held by the agents. The
agents shall bear the stamp duty and other expenses related to this agreement.
IN WITNESS WHEREOF, the parties have caused their common seal to be affixed to
these presents and a duplicate thereof, on the day and year mentioned above.
For ABC Ltd.,
The Sole Selling Agent
For XYZ Associates