Terms and Conditions
The Company and the Distributor are hereinafter collectively referred to as “Parties” and individually as “Party”.
A. The Company is a private Limited Company and is one of the leading and reputed firm of Meerut engaged in the manufacturing, exporting and marketing of high quality and unique design jewelry.
B. The Company, is the registered owner of the Business name “N K Chains Pvt. Ltd. ” and logo and operates through its branches at various places at Uttar Pradesh and one retail outlet in Meerut. The products manufactured and sold by the Company are exclusive and unique design jewelry that includes Gold Jewelry, Diamond Jewelry, Italian Jewelry, Chains, Jhumki, Ladies Rings, Gents Rings, Ladies Bracelet, Pendant Set, Nose Pin, Studs, Mangal Sutra etc and such other products as are defined in Annexure –A to this Agreement (hereinafter referred to as the “Products”).
C. The Distributor is an owner/lessee of a shop situated at …………………………. having with an area of ________sq. ft. for the purpose of opening Distributor showroom.
D. The Distributor has represented to the Company that it has the retailing expertise, staff, infrastructure and such other facilities to carry out the Business as a Distributor of the Company.
E. Relying upon the representation of Distributor, the Company hereby agrees to grant Distributor of the Business to the Distributor on terms and conditions contained herein.
NOW THEREFORE IT IS HEREBY MUTUALLY AGREED BY AND BETWEEN THE PARTIES HERETO AS FOLLOWS :
For the purpose of this agreement, unless otherwise specified in the context, the following terms shall be deemed to have the following meaning:
‘Agreement’ shall mean this Distributor Agreement executed between the Parties and any amendment to this Distributor Agreement duly signed between the parties.
‘Business’ shall mean marketing, display and selling of the products.
‘Business Name and Logo’ shall mean the name “N K Chains” and logo “………….”.
‘Intellectual Properties’ shall mean and include trade mark, brand name, copy right, patents and other intellectual property rights of the Company in the Business Name/Logo and/or Products. (including but not limited to Jeweler lists; training materials; print and electronic media referring to, detailing or Page 3 of 15 describing Company’s operating and marketing procedures and sales methods; financial information and any other information or materials that Jeweler should reasonably know is confidential) ‘Royalty’ shall have the meaning ascribed to it in Clause 8.1 hereof. ‘Security’ Distributor shall deposit 100gram of Gold as security Deposit. ‘Showroom’ shall mean such place from where the Distributor would carry on the Business. ‘Territory’ shall mean __________(City where showroom is to be opened) ‘Term’ shall have the meaning ascribed to it in Clause 12 hereof. 2. INTERPRETATION
In this Agreement, unless the context otherwise requires : a) The words importing singular shall include plural and vice versa; b) The headings are for convenience or reference only and shall not be used in and shall not affect the construction or interpretation of this Agreement; c) The words “include” and “including” are to be construed without limitation; d) The expressions “hereof”, “herein” and “hereunder” and similar expressions shall be construed as references to this Agreement as a whole and not be limited to the particular clause or provision in which the relevant expression appears; e) Time shall be the essence in the performance of the Parties’ respective obligations under this Agreement; f) Annexures and Schedules to this Agreement shall be deemed to form integral part and shall be read, as if they are specifically incorporated herein;
g) Any reference to this Agreement or to any other agreement or statute or deed or other instrument shall be construed as a reference to such agreement, statute, deed or other instrument as the same may from time to time be amended, varied, supplemented, re-enacted or novated, as the case may be;
h) Any references to Clauses, Articles, Annexures and Schedules are references to Clauses, Articles, Annexures and Schedules, respectively, of this Agreement;
Subject to the terms and conditions contained in this Agreement, the Company hereby grants to the Distributor, the right to carry on the Business as a Distributor in the Territory. The Company hereby grants the Distributor the right to use Business Name and Logo of the Company in the Territory during the Term of this Agreement in the manner and subject to the terms and conditions of this Agreement.
4. COMPANY’S INTELLECTUAL PROPERTY
4.1 The Distributor irrevocably agrees and undertakes to use the Business Name and Logo of the Company for the limited purposes of the Business only and not for any other purpose or business. The Distributor further agrees and undertakes that it shall not apply or use the Business name and Logo of the Company in relation to any other products or business of the Distributor.
4.2 It is agreed and understood between the Parties that the Intellectual Property of the Company shall always remain the exclusive property of the Company and the Distributor shall not be entitled to use or copy the same in any manner other than in connection with the transaction contemplated under this Agreement.
4.3 It shall pass on any/all information to the Company, which may prejudicially affect the Business or the Business Name and Logo.
4.4 The Distributor shall not apply for the registration of the Business Name and Logo as its Intellectual Property. The Distributor undertakes to give all assistance that the Company Page 5 of 15 may require in connection with the registration of the Business Name and Logo in the Territory (if any). 5. PRODUCTS
5.1 The Company agrees to offer to the Distributor, its complete range of Italian Jewellery (Adira Collection), for the purposes of Business. 5.2 The range of Products for each of the Showroom shall be decided pursuant to the discussions and consultations between the Parties, keeping in mind the pattern of jewelry, merchandise, etc. 5.3 The Company shall supply the Products for the Showroom against the order placed by the Distributor, at the time and in the manner agreed to between the Parties. 5.4 The Company shall make reasonable efforts to meet the demand of the Distributor, for the supply of any new designs for the Products, but shall not be bound to do so. 5.5 The Company shall sell the Products to the Distributor on outright sale basis and the Distributor shall be eligible for exchange or return of the unsold Products of only 20% value of the products sold in a month. 5.6 The Distributor shall be responsible for taking all approvals/permissions, registrations and filings under all applicable laws and that may be required in connection with this Agreement as well as the performance of this Agreement. 5.7 The Distributor agrees and undertakes that during the Term of this Agreement, it shall not sell any other products from any third party manufacture(s), competitors or manufactured by itself, from the Showroom. 5.8 The Distributor shall be entitled to price the Products as per his business policy decision. 5.9 The Distributor agrees and undertakes to pay a nominal markup of (6.5) % (inclusive of all taxes) on the cost of Products to Company and sold to Distributor by the Company. Page 6 of 15
5.12 The Distributor, during the Term of this Agreement undertakes to have exclusive relationship with the Company and will not place any direct or indirect orders on any of manufactures/competitors etc for the purchase of the Products.
5.13 The Distributor shall sell the Products in the same condition in which it receives from the Company and shall not alter or remove or tamper with the markings or name plates or logos or indications of the source of origin on the Products or any packaging supplied by the Company.
6.1 The Distributor shall use the signboard comprising of ‘Business Name and Logo’ of the Company only as per the design and size approved by the Company and within 15 days of the execution of this agreement.
6.2 Distributor agrees that it shall not change the location of the Showroom, without the prior written consent of the Company.
6.3 The Distributor agrees that it shall not carry on the Business from a place other than from the Showroom without the prior written consent of the Company and shall not carry on or permit to be carried on any other business from the Showroom.
6.4 The Distributor shall keep the Showroom and furnishings in a good state of repair and decoration and shall replace and renew the furnishing and decorations so as to enhance the reputation of the Business Name and Logo of the Company in any event and as required or may be required by the Company.
7. DISTRIBUTOR’S OBLIGATIONS
The Distributor agrees to undertake that :
7.1.1 It shall diligently promote and conduct the Business with the highest degree of probity and business competence;
7.1.2 It shall provide a minimum guaranteed business per month annum as mentioned below from the Showroom. Any increase/decrease in the minimum guaranteed business will be Page 7 of 15
mutually decided depending upon the size and location of the Showroom. The Distributor shall send full payment to purchase the products in advance to the Company between 01st – 15th of every month and the Company shall deliver the same to the Distributor within 15 days of receiving the payment.
7.1.3 It shall allow the Company or its representative reasonable opportunity to inspect its Showroom during business hours for verification of the quality of service, infrastructure, accounting information, stationary and other products available and being used in connection with the Business.
7.1.4 It shall not obstruct and thwart the entry of Company, its employees and agents in the Showroom or such other place where the records relating to the Business are kept by the Distributor;
7.1.5 It shall maintain accounting and other records including such other records as required under the applicable laws relating to the Business.
7.1.6 It shall maintain highest degree of probity, discretion and business competent in its dealing;
7.1.7 The Distributor, its employees and agents shall conduct the Business in a lawful manner and shall not engage in any unfair or restrictive or misleading practices or restore to any forcible, oppressive, vindictive, unfair, and illegal of criminal means or methods of business.
7.1.8 All complaints/suggestion received from the customer regarding the Business shall be immediately communicated to the Company. In case of complaints, the representative of the Company and the Distributor shall jointly discuss on the steps to be taken to resolve the complaint;
7.1.9 The Distributor agrees and undertakes not to sell, manufacture or use goods competing with the Products and shall not source the products from any other source, except from the Company. Page 8 of 15 7.1.10 The Distributor agrees and undertakes not to seek customers for the Products outside the Territory without the prior written consent of the Company. 7.1.11 The Distributor shall make full disclosure of all material circumstances and of everything known to it or which come to its knowledge subsequently, regarding the subject matter hereof which could affect or influence the Company in any manner whatsoever. 7.1.12 The Distributor shall pass on to the Company, any enquiries from prospective customers or other leads outside the Territory or such other information which may come into its possession, for the purposes of Business or the services outside the Territory. 7.1.13 The Distributor shall not assign, its right or interest under this Agreement without the prior consent of the Company. 7.1.14 The Distributor shall not delegate any duties or obligations arising under this Agreement otherwise than which may be expressly permitted under its terms and on written approval of the Company. 7.1.15 The Distributor shall obtain and keep in full force and effect, at all times a policy or policies of insurance covering transit policy, public liability for injury to persons or property with policy limits and provisions conforming to such requirements as the Company may from time to time prescribe or which may be applicable under the law and shall deliver to the Company copies of all applicable insurance policies taken out pursuant to the provisions of this Agreement.
8. MINIMUM GUARANTEED BUSINESS