DRAFT FOR DISCUSSION
DRAFTED BY
SRIDHARA BABU N
LEGAL DOCUMENTATIONS
9880339764
AGENCY AGREEMENT
AN AGREEMENT made this ..........................day of.......................... 200.. BETWEEN M/S ……………………………………………………………………………………………………………… a company registered under companies act 1956, having its registered office at ……………………….. ……………………………………………………………………………………. Duly represented by its GPA holder Mr …………………………………. S/O …………………………………………………. Aged …… years resident of …………………………………………………………………………….., Herein afterwards called as the company, unless repugnant to the context herein the word shall mean and include its successors in office, administrators, executors of the one part and Mr …………………………………. S/O …………………………………………………. Aged …… years resident of …………………………………………………………………………….., Herein afterwards called as the agent, unless repugnant to the context herein the word shall mean and include his heirs for any dues and liability as an agent of the other part
WHEREBY IT IS AGREED as follows:
1. The company hereby appoints the agent as its sole selling agent in the areas described in the A schedule hereto (hereinafter called the territory) to obtain orders from business houses therein for the products of the company set out in the B schedule hereto (hereinafter called the products) on the terms and subject to the conditions hereinafter set out.
- The agency hereby created shall commence on the.......................... of...................... 200 .. and shall continue until determined as hereinafter provided.
- It shall be the duty of the agent to use his best endeavors to maintain and increase the sale of the products and to represent properly the interests of the company within the territory by systematic canvassing either personally or with the assistance of his travelers by assisting in advertising schemes which the company may organize within the territory and in all other practicable ways. Provided always that the agent shall not incur any expenditure on advertising except with the previous express authority of the company in writing.
- All orders solicited by the agent shall be solicited only at the prices and on the conditions of sale set out in the company's current price list applicable to the territory unless the previous express authority of the company in writing has been obtained.
- All orders obtained by the agent shall be forwarded immediately to the company at its registered address or such other address as may subsequently be notified to the agent.
- In consideration for the services to be performed by the agent for the company the company agrees to pay the agent an annual sum of Rs.........………………………….. payable in arrear in equal installments at intervals of........................... months) and in a commission of................................ Percent on the invoiced price [less Income-Tax/service tax/ other taxes] of orders executed on behalf of customers introduced by the agent including repeat orders from those customers. No commission shall be payable in respect of bad debts or on replacements made free of cost by the company.
7. The company hereby agrees with the agents that it will during the continuance of this agreement:
- At its own expense supply the agents with such amount of samples patterns instruction books technical pamphlets catalogues and advertising material as it consider reasonably sufficient with a view to promoting sales of the products within the agency district.
- Provide the agents with a stock of the goods free of all expense of delivery to the agents' premises to the value of Rs............... according to the company's price list and replenish every …………… months such stock so as to keep it at that value Provided always that the agents shall have no right of action against the company for delay occasioned by shortage of stock delays in transit accidents strikes or other unavoidable occurrence in replenishing such stock;
- Where practicable refer all inquiries for the goods received from addresses within the agency district to the agents. Provided that if it is impracticable in the opinion of the company so to refer such inquiries the company shall have the right to supply the goods direct to addresses within the agency district and will pay to the agents in respect thereof such remuneration as is specified in clause ………………… hereof.
- The commission payable in pursuance of clause ………….. hereof shall be payable at the end of each …………………………… in respect of invoices paid in full during that ………………… except that where payments by customers are made in installments the agent shall be credited with proportionate part of the commission on receipt by the company of each such installment and the installment shall be deemed to be payment in full for the purpose of determining the commission payable in the appropriate period.
- The agent shall during the continuance of this agreement in all matters act loyally and faithfully to the company and during the continuance of this agreement and for a period of................... years after the termination of this agreement for any cause whatsoever shall not engage or be interested either directly or indirectly whether as principal agent or employee in any business competing with that of the company within a radius of............ form..............
8. The company may determine the agency immediately at any time hereinafter on the happening of any one or more of the following events,
a. Should the agent die or in the opinion of the company from any cause become incapable of carrying out the terms of the agency and his duties hereinafter.
b. Should the agent become bankrupt or make composition with his creditors or being a company go into liquidation either voluntary or compulsory or should the agent's position at any time be such that in the opinion of the company it is inexpedient for the agent to continue to act as agent.
c. Should the agent being a partnership firm without the written consent of the company previously given alter the constitution of the firm either by dissolution or by retirement of a partner or by taking any new partner or partners or otherwise change the constitution organization or management of the agent's business.
d. Should statutory restrictions be levied upon the agent's goods.
- The agency may subject as aforesaid be terminated at any time by either party giving to the other three calendar months' notice in writing. Provided that the company may if it so chooses pay to the agent in lieu of notice a sum equivalent to ………………………. of the amount of commission earned by him during the …………. Completed quarters of the agent's service hereunder immediately prior to the date of the termination of the agency or if the agent's service is less than ……… year then a sum equivalent to the amount of …………………….. earned by the agent during the last completed quarter of the agent's service.
10. The company reserves to itself the right notwithstanding anything to
the contrary herein contained:
- To continue to sell and supply the goods to the customers in the agency district listed in the second schedule hereto [in pursuance of contracts currently in force between the company and those customers] and no right to commission shall accrue to the agents in respect of any such sale;
- To vary the first schedule hereto defining the goods either by the withdrawal there from of a class or classes of goods named therein in the event of the company ceasing to manufacture that class or those classes of goods or by addition thereto after consultation with [or with the agreement of] the agent a further class or of further classes of goods of the company;
- If in the opinion of the company the agents are not at any time adequate sales coverage throughout the whole of the agency district an prejudice to any other of its rights under this agreement either to vary the of the agency district so as to exclude from this agreement such part of that district as it thinks fit or to vary the first schedule hereto so as to exclude from the agreement such one or more of the classes of goods therein set out as it thinks fit or to take both these courses of action save that neither such course of action shall be taken without prior consultation with the agents;
- In the event of its business or any part thereof (being a part concerned in the manufacture of the goods to which this agreement relates or any class of those goods) being transferred to any other company to assign its rights and obligations under this agreement to that other company after giving [one] month's notice of such assignment in writing to the agents
11. The agents hereby undertake and agree with the company that they will at all times during the continuance in force of this agreement observe and perform the terms and conditions set out in this agreement and in particular
a. Will use their best endeavors to promote and extend the sales of the goods throughout the agency district to all potential purchasers thereof and work diligently to obtain orders therefor;
b. Will in all matters act loyally and faithfully to the company and obey its orders and instructions and in the absence of any such orders or instructions in relation to any particular matter will act in such manner as they reasonably consider to be most beneficial to the company's interests;
c. Will not engage or be interested directly or indirectly as principal agent or employee in selling goods of any description or kind similar to those of the company or designed to perform the like functions as those of the company whether alone or in conjunction with any other goods without obtaining the previous consent in writing of the company;
d. Will not sell the goods on terms other than for cash against delivery unless the consent of the company in writing to give credit to a particular purchaser has been in each case first obtained the company reserving the right in the case of any such credit sales to stipulate for such increase in the price of the goods over and above full list price as it thinks fit;
e. Will not in selling the goods make any representations or give any warranties other than those contained in the company's conditions of sale;
f. Will not sell to any person [or body corporate or unincorporated] goods which they know or have reason to believe are intended for resale outside the agency district;
g. Will not sell the goods to any person [or body corporate or unincorporated] not carrying on trade as..................... except at the full list price (as herein defined) or to a person [or body] carrying on that trade except at that price less a discount of...............................percent and when selling the goods to any such person [or body] carrying on that trade will bring expressly to the purchasers notice the company's conditions of sale and in particular the conditions relating to minimum retail prices. Full list price means the full retail sale price in respect of the goods as contained in the company's official price list current at the time of purchase from the agents [Provided that in the event of this undertaking by the agents becoming illegal and unenforceable at law in respect of any class or classes of goods of the manufacturers subject to this agreement the undertaking shall be construed as if it applied only to those goods of the company as are outside such restrictions;
h. Will refer to the company all inquiries for the company's goods from addresses outside the agency district and from addresses in the agency's district for resale outside that district and the agents shall not be entitled to any remuneration in respect of any sales resulting from any such inquiries;
i. Will at their own expense rent and occupy for the purposes of the agency suitable premises and will keep insured to their full value against all risks all goods entrusted to them by the company under this agreement and on request will produce to the company the latest receipt for rents rates and taxes of the premises and for the premiums on insurance policies showing that the respective payments have been made on or about their respective due dates preceding the request;
j. Will in all correspondence commercial documents and on the name plate or other signs at their place of business describe themselves as selling agents for the company and will not describe themselves as the company's 'agents except in conjunction with the word "selling";
k. Will promptly bring to the notice of the company any information received by them which is likely to be of use or benefit to the company in marketing the goods and will in particular notify the company forthwith of any sale of the goods by any purchaser contrary to the company's conditions of sale brought to his notice under paragraph ………………….. hereof;
l. Will keep full and proper books of account and records showing clearly all inquiries transactions and proceedings relating to the agency and in particular all transactions undertaken by or through the agents in relation to the goods such books and records being separate from those relating to matters not relating to the agency and remaining at all times the property of the company;
m. Will maintain a separate bank account in respect of money received by them in respect of sale of the company's goods and will remit to the company on the first business day in each [month] all sums received by them in respect of sales of those goods during the preceding [month] less such amount as they are permitted to deduct in accordance with clause ……….. hereof.
n. Will allow the authorized officers of the company at all reasonable times to have access to the agents' premises for the purpose of inspecting the said books and records and for the purpose of taking stock of the company's goods on those premises;
o. Will from time to time upon the written request of the company supply to the company reports returns and other information relating to the agency;
p. Will not assign transfer charge or in any manner make over or purport to assign transfer charge or make over this agreement or their rights hereunder or any part thereof without obtaining the previous consent in writing of the company;
q. Will not alter remove or tamper with the marks or numbers on the goods deposited with them by the company;
r. Will not incur any liability on behalf of the company or in any way pledge or purport to pledge the company's credit; in the event of dispute arising between the agents and a purchaser in relation to the sale of the goods will forthwith inform the company of the dispute and will not without the company's consent in writing take any proceedings in respect of or compromise the dispute or grant a release to any debtor of the company;
12. This agreement shall be deemed to have been made in India and the construction validity and performance of this agreement shall be governed in all respects by Indian Law.
13. The text of this agreement herein written in English language is the authentic text and any difficulties of uncertainties in interpretation arising shall be solved solely by reference to this text.
- All previous agreements and arrangements if any made between the company and the agents are hereby cancelled but without prejudice to any rights which have already accrued thereunder to either party.
- This agreement embodies the entire understanding of the parties and there are no promises terms conditions or obligation oral or written express or implied other than those contained herein.
- Any notice required to be given hereunder shall be sufficiently given to the agents if forwarded by registered post cable telegraph telex or wireless telegraphy to the last known postal address of the agents in territory and shall be sufficiently given to the company if similarly forwarded to its registered office in India. Every notice shall be deemed to have been received and given at the time when in the ordinary course of transmission it should have been delivered at the address to which it was sent.
- The words "in writing" whenever contained in this agreement shall be deemed to include any communication sent by letter telegram or wireless telegraphy.
Any dispute difference or question which may arise at any time hereafter between the company and the agent touching the true construction of this agreement or the rights and liabilities of the parties hereto shall unless otherwise herein expressly provided, be referred to the decision of a single arbitrator to be agreed upon between the parties or in default of agreement to be appointed at the request of the either party in accordance with and subject to the provisions of the Arbitration and Conciliation Act, 1996 or any statutory modification or re-enactment thereof for the time being in force.
A- SCHEDULE
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COMPANY
GPA HOLDERS
Photo
WITH COMPANY SEAL
LTM FOR IDENTIFICATION
SIGNATURE
Name:…………………………………….
AGENT
Photo
LTM FOR IDENTIFICATION
SIGNATURE
Name:…………………………………….
Witnesses
- Name……………………………..
S/O……………………………….
Adress……………………………
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……………………………………. SIGNATURE
- 2 Name……………………………..
S/O……………………………….
Adress……………………………
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……………………………………. SIGNATURE