1.      The company hereby grants to the distributors the exclusive right during the continuance in force of this agreement to purchase for resale in the territory specified in the first schedule hereto {hereinafter called the territory) those of its products specified in the second schedule hereto (hereinafter called the products) subject to the terms and conditions hereinafter appearing.

2.      The period during which this agreement shall be in force shall be a period of............... years from …………………… and thereafter from year to year subject to the provisions as to termination either during the period of................. years or thereafter contained in ………….. hereof Or This agreement shall come into force on …………..  and shall continue until terminated in accordance with the provisions of clause ………………

3.      Orders for the products shall be made by the distributors to the company at [address] or to such other address as may subsequently be notified by the company and the company shall sell the products to the distributors in accordance with those orders at such prices as the company shall from time to time fix [f.o.b. Indian port approved by the company or as the case maybe.]) The company undertakes to fulfill the orders of the distributors for the products with all reasonable dispatch but shall not be liable in any way for any loss of trade or profit occurring to the distributors in the event of delivery of the products being frustrated or delayed by strikes riots lockouts trade disputes acts or restraints or governments the imposition of restrictions on exportation or from any other cause not within the control of the company.

4.      Title to the products invoiced to the distributors shall pass to the distributors when the invoiced products are placed on board ship at the approved Indian port and payment therefor shall become due from and payable by the distributors in net cash on receipt of shipping documents except in so far as other terms for payment may from time to time be agreed by the company.

5.      Payment for the products shall be made by the distributors to the company at any banking institution in India nominated by the company in …………………… or at such other place or in such other ………………. as may be notified in writing by the company and is permissible under the Foreign Exchange Regulation.

6. The distributors 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 terns and conditions set out in this agreement and in particular;

a.      Will use at all times their best endeavours to promote and extend sales of the products throughout the territory to all potential purchasers thereof and work diligently to obtain orders therefor— (1) By means of personal visits to and by correspondence with such purchasers. (2) By advertising and by the distribution of printed matter subject however to the specific prior approval in writing in all cases of the company to the form manner extent and wording of such adver­tising and such distributed matter and without recourse to the company for any expense incurred unless such expense is specifically authorised by the company in writing

b.      Will not without the previous consent in writing of the company be concerned or interested either directly or indirectly in the manufacture production importation sale or advertisement of any goods in the territory which are like or similar to or which either alone or in conjunction with some other product perform or are designed to perform the same or a similar function to or which might otherwise compete or interfere with the sale of any of the products

c.      Will not either directly or through any agent sell any of the products outside the territory or knowingly or having reason to believe that they would be so resold sell the products to any person or body corporate or unincorporated within the territory with a view to their resale outside the territory

d.      Will in all correspondence and other dealings relating directly or indirectly to the sale or other dispositions of the products clearly indicate that they are acting as principals.

e.      Will not incur any liability on behalf of the company or in any way pledge or purport to pledge the company's credit or accept any order or make any contract binding upon the company without the company first approving the terms thereof.

f.       Will not sell the products at any price other than that for the time being fixed by the company for the sale of products within the territory without the previous consent in writing of the company.

g.      Will immediately bring any improper or wrongful use in the territory of the company’s patents trade marks emblems designs models or other similar industrial or commercial monopoly rights which come to their notice to the attention of the company and will in and about the execution of their duties use every effort to safeguard the property rights and interests of the company and will assist the company at the request of the company in taking all steps to defend the rights of the company other than by the institution of legal proceedings.

h.      Will promptly bring to the notice of the company any information received by them which is likely to be of interest use or benefit to the company in relation to the marketing of its products in the territory.

i.        Will keep full proper and up-to-date books of account and records showing clearly all inquiries transactions and proceedings relating to the distributorship and will allow the authorized officers of the company to have access to the said books and records and take such copies thereof as they may require.

j.       Will from time to time upon the request of the company supply to the company reports returns and other information relating to the distribu­torship.

k.      Except in so far as hereinafter provided the distributors shall not assign transfer charge or in any manner make over or purport to assign transit charge or make over this agreement or their rights there under or any part thereof without the consent in writing of the company.

l.        Will in purchasing the products be bound by the company's conditions of sale as from time to time in force and any modification thereto made by the company either generally or in respect of any particular purchase and in selling will contract on like terms to those conditions as from time to time in force together with any general or particular modifications as respects any particular sale and will not make any promises represen­tations warranties or guarantees with reference to the products except such as are consistent with those conditions or as are expressly authorized by the company in writing.

m.    Will not alter obscure remove conceal or otherwise interfere with any markings or nameplates or other indication of the source of origin of the goods which may be placed by the company on the products.

7. The company hereby agrees with the distributors that it will during the continuance of this agreement:

a.      Not sell any of the products to any person or body corporate or unincorporated within the territory other than the distributors or to any person or body corporate or unincorporated outside the territory with a view to the resale of the products within the territory save as provided in clause ………………..  hereof;

b.      At its own expenses supply the distributors with such amount of samples and patterns and of instruction books technical pamphlets catalogues and advertising material in ……………….. language as it considers reasonably sufficient with a view to promoting sales of the products within the territory;

c.      Whenever the company considers it necessary send at its own cost a representative to visit the distributors for the purpose of promoting sales of the products;

d.      Use its best endeavors to safeguard the sole and exclusive rights hereby granted to the distributors including the taking of such steps as may be available to it to prevent the infringement of those rights by other distributors or agents of the company and to prevent the infringement of its patents trade marks emblems designs and other similar industrial or commercial monopoly rights within the territory.

8. The company reserves to itself notwithstanding anything to the contrary herein contained the following rights:

a.      To supply the products to customers within the territory after [date of commencement of agreement] in pursuance of firm orders placed with the company before that date or in pursuance of orders resulting from negotiations pending at that date and no right to any payment shall accrue to the distributors in respect thereof provided that information relating to all such orders and negotiations shall be given to the distributors within........ days of the commencement of this agreement;

b.      To trade direct for ultimate delivery of the products within the territory but so that where the products are sold by the company with knowledge that they are for use in the territory the distributors shall be entitled to be paid a commission of............. per cent on the net price ………..  Indian port approved by the company in consideration of the distributors assisting the company to obtain business from the territory as and when requested and on receipt by the company of payment in full for the products; Provided that—

c.      The distributors shall not be entitled to con .mission on any sale in respect of which they have failed to render such assistance as may be requested by them

d.      The distributors shall be entitled to only such commission as the company may in its absolute discretion determine on any sale direct by the company to any Government department or agency State-owned public utility or industry in the territory

e.      In its discretion to decline to submit, a tender on any inquiry or to accept any order from the distributors and by so declining shall not incur any obligation to the distributors;

f.       To vary the first schedule hereto defining the products either by withdrawing there from a class or classes of products named therein in the event of the company ceasing to manufacture that class or or those classes of products or by the addition thereof after consultation with [or with the agreement of] the distributors of a further class or further classes of products of the company;

g.      If in the opinion of the company the distributors are not at any time producing adequate sales coverage throughout the whole of the territory and without prejudice to any other of its rights under this agreement either to vary the second schedule hereto so as to exclude from this agreement such part or parts of the territory therein defined as it thinks fit or to vary the first schedule hereto so as to exclude from this agreement such one or more of the products herein defined as it thinks fit or to take both these courses of action save that neither such course of action shall be taken under this clause without prior consultation with he distributors;

h.      To take such steps itself as may seem necessary or expedient (including and without prejudice to the generality of the reserved right to appoint a representative in the territory) to promote the sale of the products in the territory and to notify the distributors of any persons firms or bodies corporate or incorporate carrying on business in the territory who appear to it to be potential purchaser of the products.

9. Upon the termination of this agreement from any cause or at any time previous to such termination at the request of the company the distributors shall promptly return to the company or otherwise dispose of as the company may instruct all samples patterns instruction books technical pamphlets catalogues advertising material specifications and other materials documents and papers whatsoever sent to the distributors and relating to the business of the company. Upon such termination the distributors shall forthwith deliver up to the company or otherwise dispose of as the company directs the products and any parts thereof the property of the company, which the distributors may have, in their possession or under their control. The cost of carnage insurance duty and charges incurred in any such return delivery up or other disposal shall be borne equally between the parties / by……………. Party.

10. The company shall have the right at anytime by giving notice in writing to the distributors to terminate the agreement forthwith in any of the following events: If the distributors commit a breach of any of terms or conditions of this agreement; If the distributors enter into liquidation whether compulsorily or volun­tarily otherwise than for the purposes of amalgamation or reconstruc­tion or compound with their creditors or have a receiver appointed of all or any part of their assets or take or suffer any similar action in consequence of debt /    If the distributors or any of the members of the firm become bankrupt or insolvent or enter into any arrangement with their creditors or take or suffer any similar action in consequence of debt.  After ……………………………… either party shall have the right to determine this agreement by giving ....... calendar months' notice in writing, expiring on the ................... date of.............. in the ....... or in any subsequent year to the other party.

11. The distributors undertake that they will not at any time after the making of this agreement divulge any information in relation to the company's afffairs or business or method of carrying on business.

12. Where in order to enable the distributors to maintain adequate sales coverage the appointment by the distributors of agents or sub-distributors is desirable the distributors shall be entitled with the previous consent in writing of the company to make such appointment but only on such terms as the company shall in writing approve and the distributors shall be at all times responsible for the acts deeds or omissions of all persons firms or companies so appointed.

13. The company shall not be responsible for acts or defaults of the distributors' employees or representatives.

14. Nothing in this agreement shall constitute or be deemed to constitute a partnership between the parties hereto or constitute or be deemed to constitute the distributors as agents of the company for any purpose whatever and the distributors shall have no authority or power to bind the company or to contract in the name of and create a liability against the company in any way or for any purpose.

15. Any dispute difference or question which may arise at any time hereafter between the company and the distributors touching the true construc­tion of this agreement or the rights and liabilities of the parties hereto shall be referred to the decision of a single arbitrator to be agreed upon between the parties or in default of agreement for fourteen days to be appointed at the request of either party by [person nominated to appoint  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.