Business Agreement Format
This Agreement entered into at —————————————— Between M/s. ————————————————————————————————————-. A company incorporated under the Companies Act, 1956, having its registered office at ———————————————————————————————————-and Factory at ————————————————-.
M/s. ————————————————————————————–Represented by ——————————————————————- hereinafter referred to as the AGENCY/SECOND PARTY.
WHEREAS the company/first party intends to appoint the Agency/Second Party as Consignee Agent in the State of—————State on the following terms and conditions.
NOW THIS DEED WITNESSETH AS UNDER AGREED BY AND BETWEEN THE PARTY HERETO.
1. This agreement will be effective and from ———————–and will expire on ————————- and be renewable for further periods as may be mutually agreed upon between the parties deem fit and proper to be mutually decided.
2. The Agency shall maintain proper records of the stocks received from the company for delivery/dispatches and account for all the stocks kept by them from time to time.
3. The Agency undertakes to provide proper and adequate office and warehousing facilities with lying with them to keep proper records and to ensure the stocks.
4. The Agency shall ensures that no change is made in the constitution of the organization of the Agency�s firm except for reasons beyond the control of the Agency in which case the Agency shall inform the Firm within thirty days of such change.
5. The Agency shall ensure that :
a) No modification or variation of the agreement shall be valid or binding unless made in Writing and executed by both the parties.
b) The agency shall not assign or otherwise transfer its rights or benefits liabilities duties or obligations under this agreement to any other party without the prior consent in writing from the company.
6. The agency shall render the following services:
a) Secure inward and outward handling of our goods including transport cartage. The Agency will efficiently perform the functions as laid down in this agreement.
b) Invoicing/Delivery/Dispatch/Booking of consignment to the customers in accordance with companies instructions from time to time.
7(a) The goods would be dispatched by the company from time to time and should care fully taken delivery of by the Agency from the carriers as having received the goods on behalf of the company.
b. Goods received by the Agency on Company�s behalf from the carriers will be kept By the Agency in the warehouse and proper documents shall be made to record the Receipt.
c. In the event of any shortage/damage/manufacturing defect to the consignment noticed. At the time of receipts of stocks from the carriers either or customers, the Agency will inform such facts in writing to the company forthwith within one week of the delivery of the said good, no claim in this regard would be entertained thereafter under any circumstances.
d. To accept and store returned goods from the customers in the company�s account and Dispatch the same to the company after making necessary adjustment in the accounts.
8.(a.) The goods received by the Agency for Delivery/dispatch, the Agency will be fully responsible for the safe custody or our products. Any shortage/damages would be to the Agency�s account in terms of Clause 7 above.
The Agency undertakes that the company�s products shall be always stored in proper manner, which may be verified by the Company�s authorized representatives.
b. The Agency shall release the company�s products only on receipt of written order from the company. Expeditious dispatch of stocked materials against all orders received by the Agency shall be the essence of the contract.
9(a) The Agency will deliver the goods of the company�s customers within the state of —————- & shall see that the dispatch to the company�s customers is made accurately and that the stocks pertaining to respective customers (as indicated in the invoice) are delivered dispatched accordingly in view of the express order placed by the company to the Agency.
b. The agency will back the consignments meant for the company�s up-country customers According to the company�s express order/advice through stipulated carriers and obtain the Consignment note for the same.
In connection with the above two deliveries, the Agency may incur following incidental Expenses wherever necessary in their own account.
I. Packing as and when required.
II. Telegraphic/telephonic expenses.
III. Local courier, postage etc.
IV. Loading and unloading expenses.
V. Legal charge.
VI. Fax & Xerox charge.
VII. Outward Freight & Local (cartage) shall be debited to company�s account with supporting documents.
VIII. The agency shall strictly adhere to the company�s delivery/supply instructions.
All the business of the respective state will be executed only through the agency.
The Agency/Second Party shall charge at the rate of 10% on the company�s rate as his services charge and should prepare the bills in the name of distributors.
All the distributors will be appointed with mutual consents of the company and the Agency. However the payment responsibility lies solely with the agency.
There is no target set in the first phase of the plan but the same will be done at a latter Date as soon as the market establishes.
All the materials as per the indent placed by the agency will be dispatched through Transport and the bill along with consignment note shall be forwarded to the agency directly. No credit shall be allowed and all the goods supplied to the Agency shall be after payment of the bills against the ordered good.
The company will spend on local advertising (Magazines etc.) and P.O.P.S.
10. In consideration for the services performed by the Agency as stated hereinabove, the Company shall pay to the Agency service charges in the following manner:-
The party of the second part that is the Agency undertakes to provide a deposit of Rs. ————————————————————– only to the party of the First Party by issuing a Cheque. In favour of the Party on the First Part and shall be returned/refunded to the party of the second party on expiry/termination of this agreement.
11.a. Submit detailed stock ledger to the company at its head office at on the 15th of every month.
b. Provide the company�s head office in time with the necessary statements reports.
c. Not to provide access to any unauthorized person in the company�s warehouse where the goods are stored or in the office where information on stocks prices are available.
d. Help the company in filing sales Tax returns and any other relevant acts by providing accurate sales date to HO. The company shall not take responsibility of payment of Sales Tax/Excise (both State and Central) dues and any other statutory dues from C & A premises and the C&A (Agency) will be held responsible for any non-payment of such dues to the Government.
12. Should there be any dispute between the company and the Agency in regard to or related to or arising out of this Agreement the party shall try to resolve the dispute in mutual trust and goodwill.
In the event of such dispute or difference is not settled amicably by negotiation, the same shall be referred to a sole Arbitrator and the matter will be settled as per the provisions of Indian Arbitration Act.
The decision of the Arbitration shall be final and binding on both he parties. This agreement is entered into at————————————. and Jurisdiction of all the matters pertaining to this agreement shall be at (Registered office only).
The Authorized representative(s) of the company shall have the right to visit the company�s ware house and will also have the right to inspect verify and direct the Agency in connection with the aforesaid business. The Agency agrees to comply with such instructions, directions within the framework of this Agreement and the decision of the authorized representative shall be final & binding in whatsoever may be the matter.
The company shall designate and only authorize an (office of the company to give instructions and Directions for day to day operations for or on behalf of the company. The agency shall at all times during the continuance of this Agreement obey and observe all directive and instructions which may be given from time to time by such representative within the frame work.
13. The transit insurance on the supply made by the company to the agency�s warehouse and from the warehouse to the customer will be arranged by the company.
14. Either party may terminate this agreement by giving to the other party 90 days prior notice in writing sent through registered post with A/D of its intention to do so and upon its termination. The Agency shall account for and hand over to the company forth with all the goods/documents of the company in the Agency�s custody. Simultaneously with receiving amounts of deposit with agreed interest and commission expenses due if any.
15. The company shall be entitled to terminate this agreement forthwith upon the happening of the following events.
a. If the Agency commits breach of any provisions of this agreement and fails to rectify the same within 15 days from receipt of a written notice from the company to do so.
b. If the owner of the Agency�s firm becomes insolvent or is adjusted as an Insolvent or if the Agency has made any application to the Court to be adjusted as insolvent.
c. If the agency enters into compromise with their or his creditors or if any Distress execution of other process is served upon the Agency or I any encumbrance takes possession or a receiver is appointed for any part of the property or assets of the Agency of its proprietor.
16. That the company reserves the right to amend, modify or cancel any or all the clauses mentioned here in without assigning any reason therefore.
17. Neither company its representative would not responsible for payment from the parties in any case.