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Appointment of Overseas Distributors with Exclusive Rights

Document Cited in Related
Vincent
Updated atMarch 2010

This agreement is made on this 10th day of June 2007 between Electro India Ltd., a company registered under the Companies Act 1956 and having its registered office at ……………………… (hereinafter called the COMPANY which expression shall unless repugnant to the context include its successors and assigns) of the One Part and Saxo Intl Co. Ltd., a COMPANY registered under the appropriate laws of South America and carrying on business as DISTRIBUTOR of diverse goods at …………………………… South America (hereinafter called the DISTRIBUTOR which expression shall unless repugnant to the context include its permitted assigns).

Whereas the COMPANY manufactures diverse kinds of electronic goods under its trade name and the DISTRIBUTOR carries on business as wholesaler and retailer through its several outlets in South America and has approached to be appointed as the sole DISTRIBUTOR of the COMPANY’s products in South America to which the COMPANY has agreed.

Now these presents witnessth and parties hereby agree as follows:

  1. The COMPANY hereby grants to the DISTRIBUTOR the exclusive right during the continuance of this agreement to purchase for resale in the territory of South America the COMPANY’s products subject to the terms and conditions hereinafter appearing.

  2. This agreement shall be in force for 5 years from 10th June 2006 and thereafter renewal for 5 years at a time on terms and conditions to be mutually agreed upon.

  3. Orders for the products shall be placed by the DISTRIBUTOR on the COMPANY and the COMPANY shall sell the products to the DISTRIBUTOR at such prices as the COMPANY shall from time to time fix. The COMPANY shall execute orders of the DISTRIBUTORs for the products with all reasonable dispatch but shall not be liable for any loss of trade or profit, damages or expenses in the event of non-delivery of the products in time or at all due to labour trouble, strike, riots, lockouts, trade disputes, acts or restraints of governments, the imposition of restrictions on exportation or from any other cause not within the control of the COMPANY.

  4. The title to the products shall pass to the DISTRIBUTOR when the invoiced products are placed on board the vessel at any Indian port and payment therefor shall become due from and payable by the DISTRIBUTOR in Indian Currency on receipt of shipping documents or on negotiation of shipping documents against Letter of Credit and/or on terms for payment as may from time to time be agreed upon by the parties.

  5. The DISTRIBUTOR agrees and undertakes that it will at all times during the continuance of this agreement observe and perform the terms and conditions set out in this agreement.

  6. The DISTRIBUTOR shall use at all times its best endeavours to promote sales of the products throughout the South America to all potential purchasers thereof and work diligently to obtain orders therefor by means of personal visits to and by correspondence with such purchasers, by advertising and by the distribution of printed matter in the approved form...

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