Distributor Agreem Distributor Agreement ent (Draft)

8/10/2019 Distributor Agreem Distributor Agreement ent (Draft)

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Dated:

To:

Dear Sirs,

SUB: DISTRIBUTORSHIP IN DISTRICTS

We refer to your letter dated ..requesting us to appoint you as the Distributor for ourproducts and the subsequent discussions. We are pleased to appoint you as ourDISTRIBUTOR for K2 brand of Car Care Products hereinafter referred to as theproducts) for the territory as per the details !entioned under clause ".2.

#our appoint!ent as our D$S%&$'(%)& of *uto Dyna!ics Pri+ate -i!ited hereinafterreferred to as COMPAN is sub/ect to the ter!s and conditions here in belo0 set out:

C)1P*# *D D$S%&$'(%)& are hereinafter collecti+ely referred to as 3Parties andindi+idually as 3Party.

!. RI"HTS "RANT#D B COMPAN TO TH# DISTRIBUTOR:

C)1P*# hereby grants to the D$S%&$'(%)& and the D$S%&$'(%)& hereby accepts fro! theC)1P*# during the ter! of this *gree!ent:

"." the right to purchase the products, and

".2 the $o$ e%c&us'(eright to distribute the products 0ithin .,under the K2brand na!e and trade!ar4 and C)1P*# at its sole discretion reser+es the right to deleteand5or add any territory5district and appoint any other D$S%&$'(%)& for the sa!e.

. DISTRIBUTOR*S OB+I"ATIONS AND DUTI#S:

2." %he D$S%&$'(%)& agrees to deal 0ith custo!ers in its o0n na!e and on its o0n behalfand not to represent itself as an agent of the C)1P*#.

2.2 othing in this *gree!ent shall be construed as creating a partnership bet0een theParties or as constituting either Party as the agent of the other Party for any purpose

0hatsoe+er and neither Party shall ha+e the authority or po0er to bind the other Party orto contract in the na!e of or create a liability against the other Party in any 0ay or forany purpose.

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2.6 %he D$S%&$'(%)& shall only sell products in containers appro+ed by C)1P*#.

2.7 %he D$S%&$'(%)& shall !a4e no alteration 0hatsoe+er to the pac4ages or the quality ofthe products supplied by C)1P*#.

2.8 %he D$S%&$'(%)& shall use its best efforts to de+elop the sale of the productspurchased and !aintain5sub!it such records as !ay be required fro! ti!e to ti!e.

2.9 %he D$S%&$'(%)& 0ill 4eep C)1P*# infor!ed of the progress of the sales of the

products.

2. %he D$S%&$'(%)& shall !aintain adequate infrastructure and stoc4 of the productsta4ing into account the require!ents of its custo!ers and !ar4et de!ands for C)1P*#;Sproducts and ensuring that the de!ands thereof is continuously ser+iced and that thescarcity or shortfall in respect of the products does not arise.

2.< %he D$S%&$'(%)& shall at its o0n cost !aintain adequate salesforce5sales!an5e=ecuti+es5deli+ery personnel etc.

,. SA+# O- PRODUCTS TO TH# DISTRIBUTOR:

6." Sub/ect to the pro+isions of this *gree!ent as herein contained, the ter!s andconditions as set out in the C)1P*#;S trade price list hereinafter referred to as the3Price -ist, 0hich !ay be a!ended fro! ti!e to ti!e, shall apply to all sales !ade tothe D$S%&$'(%)& fro! C)1P*# Depot5Plant.

6.2 C)1P*# reser+es the right to change the price list 0ithout gi+ing any notice and5ordelete or add any products fro! or to the price list.

6.6 Discounts and Product sche!es shall be as per attached schedule and sub/ect to

change fro! ti!e to ti!e as per the sole discretion of the co!pany.

8. PAM#NT:

8." D$S%&$'(%)& shall be sold products fro! C)1P*#;S Depot against pay!ent by Cash oragainst cheque incase 'an4 >uarantee is pro+ided fro! a reputed 'an4 or as per theter!s as !ay be applicable fro! ti!e to ti!e, on basis of the Price -ist.

8.2 Should any a!ount beco!e o+erdue, the C)1P*# shall ha+e the right to de!andi!!ediate pay!ent of all a!ounts o0ing 0hether or not they are o+erdue.

8.6 %he Distributor shall agree to settle the pay!ents 0ithin si=ty 9? days fro! thein+oiced date.

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8.6 $nterest rate of 28@ per annu! shall be accrued on o+erdue pay!ents after Si=ty days9? fro! the in+oiced date.

8.7 %i!e of pay!ent is of the essence and in the e+ent of nonApay!ent by the due date,the C)1P*# !ay suspend further deli+eries.

8.8.'oth parties agreed that the D$S%&$'(%)& shall be responsible for collecting pay!entsfro! the dealers and it is not a responsibility of the C)1P*#.

. PROP#RT:

%he property in the Products shall not pass to the D$S%&$'(%)& until the D$S%&$'(%)& haspaid all outstanding a!ounts due to the C)1P*# in relation to the Products sold. (ntilsuch full pay!ents are recei+ed by the Co!pany, the D$S%&$'(%)& shall hold the Productsas bailee and shall deli+er the sa!e to the C)1P*# upon de!and. D$S%&$'(%)& shall notdeal 0ith such Products, e=cept that the D$S%&$'(%)& !ay use the Products or sell the! inthe nor!al course of its business at full !ar4et +alue. %he proceeds of any such sale areto be held by the D$S%&$'(%)& on trust and on account of the C)1P*#.

/. R#POSS#SSION:

$f the D$S%&$'(%)& recei+es fro! the C)1P*# a notice to the effect that theD$S%&$'(%)& has failed on the due date for pay!ent of the full purchase price for theProducts or any other a!ount due to the C)1P*#, then the D$S%&$'(%)& shall for therepossession of such Products by the C)1P*# allo0 the C)1P*# its e!ployees, ser+antsand agents to enter upon the land or buildings in or upon 0hich the Products are located.

0.%his Distributorship is not transferable by the D$S%&$'(%)& either 0holly or in part.

1. D$S%&$'(%)& shall not change the constitution of the Bir! 0ithout prior 0rittenappro+al fro! the C)1P*#.

!2. COMP+IANC# 3ITH TH# STATUT#S:

$t is clearly agreed and understood that the D$S%&$'(%)& shall be solely responsible forco!plying 0ith all pre+ailing statutes as !ay be applicable on hi! and shall ha+e licencesor per!its issued and ha+e the! rene0ed fro! ti!e to ti!e prior to the date of theire=piry.

!!. IND#MNIT:

D$S%&$'(%)& shall be solely liable and responsible for any breach of any la0 or enact!ent

and shall 4eep the C)1P*# and its Directors, officers and e!ployees har!less andinde!nified against all action clai!s da!ages that !ay arise out of any breach on the partof D$S%&$'(%)& of any of the ter!s of this agree!ent or of any of its obligations5duties

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under this agree!ent and5or o0ing to the engaging of or e!ploying any ser+ant,e!ployee, 0or4!an etc. by D$S%&$'(%)&.

!. DURATION:

%he period of the *gree!ent shall be for a ter! of 27 1)%S 0ith effect fro! .to .. unless other0ise ter!inated by either party in ter!s of clause "6 gi+enhereinunder.

!,. T#RMINATION:

"6." C)1P*# the Distributor ha+e equal right to ter!inate this *gree!ent 0ithoutassigning any reason 0hatsoe+er by gi+ing the other party thirty 6? days 0ritten notice.

"6.2 $t is clearly agreed and understood by the D$S%&$'(%)& that the right of ter!inationcan be e=ercised by the D$S%&$'(%)& only after !a4ing full and final pay!ent to C)1P*#of the products purchased and clearing all his outstanding as appearing in the State!ent of*ccounts of C)1P*#.

!4.)n the e=piry or sooner deter!ination or purported deter!ination of this *gree!ent,the D$S%&$'(%)& shall not deal, act or hold itself out in any !anner 0hatsoe+er as the

Distributors or represent or being any 0ay connected 0ith the C)1P*#.

!5. ARBITRATION:

*ny disputes or differences bet0een the parties arising out of or in connection 0ith thisagree!ent or its perfor!ance shall, so far as it is possible, be settled a!icably bet0eenthe parties.

"8." $f after 6? days of consultation, the parties ha+e failed to reach an a!icablesettle!ent on any and all disputes or differences arising out of or in connection 0ith this

agree!ent or its enforce!ent such disputes or differences shall be referred to anindependent Sole *rbitrator, no!inated and appointed by C)1P*# and rules !ade thereunder fro! ti!e to ti!e shall apply. $n the e+ent of the arbitrator to 0ho! the !atter isoriginally referred being transferred or +acating his office or being unable to act for anyreason, C)1P*# as aforesaid, at the ti!e of such transfer, +acation of office or inabilityto act, shall designate another person to act as *rbitrator in accordance 0ith the ter!s ofthe *gree!ent. Such person shall be entitled to proceed 0ith the reference fro! the pointat 0hich it 0as left by his predecessor. %he a0ard of the arbitrator shall be final,conclusi+e and binding on all the parties to the *gree!ent. %he +enue for such arbitrationshall be the &egistered )ffice of C)1P*#.

"8.2 %he -anguage of the *rbitration shall be English. .

"8.6 %he parties agree that the a0ard of the arbitrators shall be final and binding.

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!. 6URISDICTION

%his agree!ent has been !ade in Colo!bo and all pay!ents there under shall be due and!ade in Colo!bo unless other0ise directed by C)1P*#. Sub/ect to clause "8, the Courtsin the city of Colo!bo alone shall ha+e e%c&us'(e /urisdiction to entertain any suit,application or other proceedings in respect of any clai! or dispute arising under thisagree!ent or after the e=piry of this *gree!ent.

!/. -ORC# MA6#UR#

"." %he C)1P*# shall not be responsible for da!ages caused by delays, failure toperfor! in 0hole or in part any obligation hereunder, or nonAco!pliance 0ith any of theconditions hereof 0hen such delay, failure or nonAco!pliance is due to our results fro! acase of Borce 1a/eure. Bor the purpose of this condition, Borce 1a/eure !eans causesbeyond the reasonable control of the C)1P*#, including, 0ithout li!itation, acts of >od,%erroris!, fires, 0ar declared or undeclared, e!bargoes, accidents, the case ofindustrial action, stri4es, labour disputes.

".2 %his article shall not apply in relation to the obligation to !a4e pay!ents or carry outany financial obligations under this *gree!ent by the D$S%&$'(%)&.

!0. ASSI"NM#NT AND NO 3AI7#R

%he D$S%&$'(%)& shall not assign, transfer or purport to assign or transfer 0hatsoe+er thecontract or its rights and obligations hereunder. o 0ai+er by either party of any pro+isionof the *gree!ent shall be binding unless !ade e=pressly and e=pressly confir!ed in0riting and duly signed by person ha+ing title si!ilar or superior to the title of signatory ofthis *gree!ent.

!1. MODI-ICATION O- A"R##M#NT

%his *gree!ent shall be !odified by the parties hereto only in 0riting duly signed by theauthoriFed representati+e of both parties. $f any !odifications are not so !ade, the sa!eshall be +oid and of no effect and not binding upon the parties hereto.

Pro+ided ho0e+er it is clarified that 3authoriFed representati+e 0ould !ean the personha+ing title si!ilar or superior to the title of signatory of this *gree!ent.

2. #NTIR# A"R##M#NT:

%his *gree!ent contains the entire contract of the parties 0ith respect to the sub/ect!atter hereof and supersedes all prior agree!ent of understandings bet0een the parties,

if any, there being no e=traneous agree!ents. %his *gree!ent constitutes the entire

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(nderstanding bet0een the parties hereto and there are no pro!ises or assurances,e=press or i!plied, 0ritten or +erbal other than those contained in this *gree!ent.

This letter is being issued in two originals. Please return one original countersigned in

acceptance of the contents mentioned therein. within 15 days. Non receipt of

acceptance copy will be deemed as acceptance of the above terms and conditions.

%han4ing #ou We accept and confir!

GGGGGGGGGGGGGGGGGGGGGGGGGGG GGGGGGGGGGGGGGGGGGGGGGGGGGGGGGGGGGGGGG*uto Dyna!ics Pri+ate -i!ited

%itle: %itle:

Witness " : Witness " :

Witness 2 : Witness 2 :

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Schedu&e !:

D'scou$ts:

%he Distributor shall be entitled to a Discount of "2 0hen purchase is !ade in basis of Cashin Deli+ery, and a "?@ Discount 0hen purchasing on 9? Days credit against 'an4 >uaranteeand a Post Dated Cheque issued at ti!e of purchase.

Product Sche8es:

%he follo0ing product sche!es are offered until further notice.

K2 E=press " -tr: 'uy "? and get 2 freeKuler Koncentrate "-tr: 'uy "? and get 2 freeKuler Koncentrate 8 -tr: 'uy "? and get 2 freeKuler &%( 8 -tr: 'uy "? and get 2 free

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Documents

Distributor Agreem Distributor Agreement ent (Draft)