1. Terms/Condition

Sales by V & S COMPANY of the Products to the SELLER shall be subject to the conditions of this Agreement and also subject to such other terms as may be specified on V & S COMPANY’s official order forms from time to time.

2. Sale price

2.1 The sale of products by V & S COMPANY to the SELLER shall be at the rates chargeable as per V & S COMPANY’s price list on the date of dispatch.

2.2 Each lot dispatched against an order shall be invoiced at V & S COMPANY’s prices to SELLER at the prices ruling on the date of dispatch which when so invoiced shall be binding on the SELLER without any previous notice in that regard. V & S COMPANY shall be entitled to vary the prices of the products at any time up to the date of dispatch.

3. Maximum Retail Price

V & S COMPANY shall be entitled to suggest Maximum Retail Price (MRP) in respect of the resale or disposal by the SELLER’s of the stock of the Products supplied to the SELLER in orders placed by the SELLER. The SELLER SHALL NOT charge in excess of the MRP suggested by V & S COMPANY but he may at his discretion charge prices lower than the suggested MRP.

4. Payment

4.1 The sale of the goods by V & S COMPANY shall be on payment by RTGS/Demand Draft/cheque against supplies made as may be required by V & S COMPANY from time to time. The discretion of V & S COMPANY on choice of mode of payment shall be final and binding upon the SELLER.

4.2 Such payment against dispatch shall always be of essence to the transaction, which V & S COMPANY may accept to execute in whole or in part on receipt of the written or oral order of supply from the SELLER.

4.3 For the sake of administrative convenience, the SELLER may of his own accord and at his option keep with V & S COMPANY – duly signed, crossed ‘account payee only’ cheque drawn in the name of V & S COMPANY, with the direction to V & S COMPANY to fill up the amount of the bill/invoice of the goods dispatched/received/and confirmed by the SELLER.

4.4 The signed cheques, until and unless contramanded, shall be deemed to constitute a representation and assurance on the part of the SELLER, to V & S COMPANY The SELLER has sufficient funds with his banker to cover the amount of the cheque.

5. Hold the goods in trust

If the SELLER pays the price of the goods by cheque, then the SELLER shall hold the goods or the value thereof in Trust for the benefit of V & S COMPANY until the full amount of the cheque is realized.

6. Lien on goods

V & S COMPANY shall have lien over the goods or the value thereof and /or any other goods/stocks and other materials which are in possession with the SELLER till the receipt of payment by V & S COMPANY.

7. Unpaid Cheque

Each sale to the SELLER shall be treated as a ‘cash sale’ and in case the said cheque is not realized within their reasonable period or returned unpaid then the SELLER would replace the said cheque by RTGS /Demand Draft payment only within Seven days of intimation from V & S COMPANY to the SELLER; failing which V & S COMPANY shall initiate legal action and also terminate this agreement if deem necessary by V & S COMPANY. In case the cheque issued by the SELLER is dishonoured except due to fault of V & S COMPANY, the charges for such dishonour as well as other legal charges shall be payable by the SELLER.

8. Dispatch

8.1 Goods will be dispatched by rail, road, and water, according to the availability and suitability of the mode oftransport at V & S COMPANY’s discretion. Dispatches by rails will be at railway risk. Dispatches by water where goods are sold at C.I.F. will be insured by V & S COMPANY’s W.P.A. including risk of theft, pilferage and non-delivery. In every modeof transport and notwithstanding the rail dispatches being at railway risk and dispatches at C.I.F., shall be insured by V & S COMPANY.

The risks of any loss or damage to or deterioration of the goods from whatever cause arising, occurring after the time of the dispatch thereof from V & S COMPANY’s factory/depot/or C&FA Agents premises, shall be borne by the SELLER. This would include any loss, damage or quality deterioration suffered by the goods due to delay, default or neglect of the SELLER in accepting the goods upon delivery.

8.2 The date of dispatch will always deem to be the dates appearing on the carrier receipt issued to V & S COMPANY.

9. Delivery

9.1 Delivery under such contracts of sale by V & S COMPANY shall be deemed to be sufficient if V & S COMPANY sends to the SELLER railway receipt/ lorry receipt/ bill of lading / delivery order or other document entitling the SELLER to obtain delivery of the products. The date of delivery shall mean the date of dispatch as appearing on such railway/lorry receipt/ bill of lading / delivery order or such other document if that be the mode of delivery adopted in a particular case, or otherwise the actual date of delivery.

9.2 Without prejudice to what is stated under the terms hereunder, where goods are dispatched by road through any transport undertaking other than that of the State Government or Local Authority, if the SELLER so desires, he may request V & S COMPANY to pursue any claim of the SELLER with the carrier arising out of losses or damage to the goods. If the Redistribution Stockist wishes to avail of the facility he shall make an endorsement after examining the goods to that effect in delivery challan within Seven (7) days after the goods arrive at the destination.

10. Failure to take delivery

On the failure of the SELLER to take delivery within a reasonable period and pay for the goods dispatched or delivered by V & S COMPANY upon the terms and conditions of the contract of sale V & S COMPANY shall be entitled to sell or dispose of the goods on the account and risk of the SELLER in all respects either by public auction or by private bargain without notice to the SELLER.

11. Claim on quality

The SELLER shall not be entitled to make any claim for an allowance or otherwise in regard to the quality of the goods on the date of dispatch unless notice in writing of the SELLER to make such claim is given to V & S COMPANY within seven (7) days after the date the goods arrived at the destination. In default of such notice the goods sold hereunder shall be deemed in all respects to be in accordance with the contract.

12. SELLER service & support

The SELLER shall be primarily responsible for markets/territories covered by his operation in order to provide prompt, equitable and effective distribution services to the customers. Such services may also include his undertaking sales promotion window display, attending to trade complaints and other related activities and services as may be advised by V & S COMPANY from time to time on mutually agreed terms and conditions.

13. Business Promotion

In the terms of the present agreement the SELLER reiterates his commitment to work in promoting V & S COMPANY’s business, brands, products and goodwill. In furtherance of the same the SELLER agrees to support and assist V & S COMPANY in the brand/product promotion exercises undertaken from time to time, through sales promotion exercises/schemes/ contests/ trade discounts/ and also upon V & S COMPANY instructions to build and/or maintain a prominent display of all brands of V & S COMPANY’s products in his premises and in the markets covered by the SELLER.

14. Optimum level stocks

To ensure the availability of quality products at optimum levels in the market the parties agree that V & S COMPANY may from time to time suggest norms for damaged stock disposal, stock controls, and stock rotation which norms may be verified through a system of reporting as may be decided between the parties from time to time.

15. Information and records

The SELLER will faithfully and correctly, in specified formats, maintain and furnish all such information and data as may be required by V & S COMPANY from time to time in order to track sales, consumer demands/preferences, ascertain overall market positions, sales performance of V & S COMPANY’s products and their potential etc. and would further help V & S COMPANY in formulating its overall sales and marketing policies. For the purpose of reconciliation of the purchases and payments made to V & S COMPANY, the SELLER shall render full co-operation to V & S COMPANY and shall make available for inspection records, and books of accounts relating to the purchases and payments made to V & S COMPANY by the SELLER from time to time.

16. Statutory obligations

The SELLER shall discharge all statutory obligations cast upon him including those under indirect taxation statutes and shall forthwith, upon request, furnish the returns/proof/declarations forms in respect thereof to V & S COMPANY, failing which, any consequential liability accruing to V & S COMPANY, V & S COMPANY shall be at liberty to adjust appropriate and/or recover the amounts from the SELLER.

17. Secrecy / Confidentiality

17.1 The SELLER undertakes that all information, arising out-off and in the course of this agreement, pertaining to the sale of the products, including formal records, summaries and reports as mentioned above, shall be treated as confidential information. The SELLER shall use its best endeavour to ensure that the employees who have authorised access to such information shall keep it confidential and in secrecy.

17.2 The SELLER further undertakes that the SELLER shall take all reasonable precautions to protect the confidential information and neither the SELLER nor his employees who have access to the confidential information shall use, produce, copy, translate, sell, in whole or any part or summation of the confidential information except to the extent necessary for performance of their duties pursuant to this agreement.

17.3 The SELLER or his employees and/or associate claiming under, or through the SELLER shall not copy, reproduce, publish, sell and/or in whole or in any part or summation of such Proprietary/Confidential information without prior written permission of V & S COMPANY.

17.4 The SELLER acknowledges that any breach of such condition would injure V & S COMPANY irreparably and that money damages alone would not sufficiently remedy for such breach. In addition V & S COMPANY shall be entitled to its rights of specific performance and injunctive relief under the terms of this Agreement, which relief would be without prejudice to any other rights and remedies available under the law.

18. Duration of the Agreement and Renewal

This Agreement shall be in force unless and until terminated as mentioned in para 23 below

19. Termination

19.1 This agreement may be terminated by either Party without assigning any reason by giving 30 days written notice to the other party or In the event of a breach /violation of the any of the terms, conditions and obligations OR by Mutual consent.

19.2 V & S COMPANY can terminate this agreement on the happening of any one or more of the following events

ii. In case of individual or sole proprietary concern, on the death of the individual or sole Proprietor or any change in the status or ownership or conversion to partnership firm or any other form of trading.

iii. The SELLER business closes down or wound up.

iv. In the event of the SELLER being, in the opinion of V & S COMPANY (whose opinion shall be final), incapable of complying with this Agreement or in the event of the SELLER becoming or being adjudged insolvent or making a composition with his creditors or being a company going into liquidation either voluntary or compulsory or in the event of the financial position of the SELLER at any time during the currency of this Agreement being considered by V & S COMPANY (whose opinion shall be final) to be unsound.

v. In the event of the commission by the SELLER of a fraud on V & S COMPANY in connection with this agreement or upon the SELLER failing to carry out any stipulation contained in this agreement for 7 days after being required in writing to do so by V & S COMPANY.

vi. In the event of any lawful authority ordering V & S COMPANY to terminate this agreement.

vii. In the event the SELLER committing any violation of application of statutory rules or regulations

viii. In the event of an abandonment of the present agreement which would be reflected by failure for placing order for stocks for ensuring compliance of service requirements under the terms of this agreement for a period of excess of 6 months.

19.3 Expiry or termination howsoever occasioned shall be without prejudice to the rights and obligations already incurred prior to the date of such expiry or termination and the accounts between the parties shall be settled.

19.4 The SELLER shall not be entitled to any compensation or damages from V & S COMPANY for termination howsoever occasioned.

20. Trademark

a. The SELLER should not use the trade name, logo, trade mark, design, copyright belonging to V & S COMPANY or of which V & S COMPANY is the proprietor/owner thereof in any way which might challenge or damage the validity or use of trade name, trade mark, design, copyright wrongfully causing injury to V & S COMPANY’s business, reputation & goodwill.

b. The SELLER shall not use adopt/utilize any of V & S COMPANY’s logo, trade mark, design, copyright as a part of any trade name or its or any other corporate name on any other product or literature, pamphlet or except as otherwise expressly the authorized in writing by V & S COMPANY. The SELLER shall not combine as a unitary or composite mark any other trade mark with any trade mark or use any other trade mark on product labels, wrappers, advertising or promotional materials approved, (except as may be required by and/or) in writing by V & S COMPANY.

c. The SELLER shall indemnify, keep indemnified and keep V & S COMPANY harmless from and against any and all claims losses damages expenses or liabilities of any nature of whatsoever caused by the use adoption of logo, trade name, trade mark, design, copyright

21. SELLER Employees

(a) It is expressly agreed and understood between the parties that all the staff and personnel employed by the SELLER are and all time be and remain as SELLER’s employees. Such persons engaged by the SELLER in connection with the performance of the obligations under this Agreement, shall at no time become or be deemed to have become V & S COMPANY’s employees, agents, representatives or servants.

(b) As their clear and rightful employer the SELLER shall have the exclusive liability and responsibility for compliance of requirements under various enactments, laws and other obligations with regard to these employees.

(c) The SELLER undertakes to keep V & S COMPANY fully and completely harmless and indemnified against any claim demand made on V & S COMPANY by the SELLER employees or any statutory authority and/or government.

22. SELLER to Return books

On the termination of this agreement the SELLER shall forthwith shall return to V & S COMPANY all books, documents, papers, software packages, industrial property and other property of the property in possession of the SELLER.

23. No Waiver

Any indulgence shown by V & S COMPANY or failure on the part of V & S COMPANY to enforce at any time the provisions of this Agreement shall in no way be construed to be waiver of such provisions or affect V & S COMPANY’s right to enforce such provision any time thereafter. If the SELLER is a partnership firm all the partners shall be jointly and severally liable in respect of all dues, liabilities and transactions arising from this agreement or in connection therewith.

24. Jurisdiction

The SELLER agrees that the place for all goods sold or supplied to him by V & S COMPANY under this agreement is the New Delhi and that any suit to enforce the rights of either party under or in respect of this agreement shall be instituted in and tried by a competent court only in the City of New Delhi and in no other court. The SELLER further expressly agrees to submit to the jurisdiction of such court.

25.
All disputes between the parties, relating to or arising from this agreement shall in the first instance resolve throughmutual discussions by the parties. Any unresolved disputes shall be referred to a mutually appointed Sole Arbitrator. However, in case of no agreement is reached on the appointment of Sole Arbitrator, the dispute shall be resolved by Arbitral Tribunal consisting of three Arbitrators, each party nominating one Arbitrator and the two Arbitrator appointing the third Arbitrator, who shall act as Umpire. The arbitration shall be conducted at New Delhi and the award passed by the Arbitral Tribunal shall be final and binding upon the parties.
26. Commissions

In consideration of the services rendered by the Firm, V & S COMPANY will pay to the Firm Commission & other charges as agreed from time to time. The Cash Discount is payable by V & S COMPANY only if the payments are received as per the agreed Credit Period, if any, from date of Invoice between V & S COMPANY& SELLER.

27. Supersedes previous Agreements

This agreement supersedes all previous communications, representations, assurances or agreement either written or oral between the parties hereto or between “The SELLER” and any other Entity to which V & S COMPANY is a successor.

28. Agreement in duplicate

The agreement is executed in duplicate the original whereof will remain with V & S COMPANY and the duplicate will remain with the SELLER.