DISTRIBUTOR AGREEMENT and TERMS & CONDITION


THIS DISTRIBUTOR AGREEMENT (this “Agreement”) is made and effective as of---------------Day of-----2020, by and between Internacia India Marketing Private Limited registered office Khasra No. 457/1, 1st Floor, Nathupura Road, Burari, Delhi-110084 (hereinafter called “Company”) and------------------------------------------------------------(“Distributor”).

1. PREAMBLE

  1. Company manufactures and sells the Readymade Garments products details of which are available on the website of the company www.internaciaindia.com Distributor/------------/---------- desires to purchase the Products from Company and distributor desires to do the business with the company for purchase the products of the company for resale. Company desires to appoint Distributor as its exclusive distributor of the Products in the Territory, and Distributor desires such appointment subject to the terms and conditions set forth in this Agreement, including any exhibits or schedules attached hereto.
  2. That the company is through website an only sells its product online. Company not deals in any type of cash transaction.
  3. That the company will not provide any job or salary to any person who sign-up with the company.
  4. Company is a corporation, duly organized, validly existing and in good standing in [India], and is and will remain in compliance with all applicable laws and regulations in the conduct of its business and, specifically, in its sale of the Products.
  5. Company has all rights, power, and authority to enter into this Agreement.
  6. Company’s execution of this Distributor Agreement, and Company’s performance of its obligations and duties hereunder, do not and will not violate any agreement to which Company is a party or by which it is otherwise bound.
  7. This Agreement is the binding legal obligation of each Party and is enforceable in accordance with its terms.

2. AGREEMENT OF THE PARTIES

    Appointment, Acceptance & Scope
  1. Exclusive Appointment. Subject to the terms and conditions of this Distributor Agreement, Company hereby appoints and grants Distributor the exclusive right to sell and distribute the Products to customers located in the Territory (the “Customers”) and to render other services as a distributor for Company as set forth herein. Distributor shall limit its activities with respect to the Products to Customers located within the Territory and refrain from selling or otherwise transferring, directly or indirectly, the Products to any person outside the Territory, without the express written consent of Company. Company shall not sell or otherwise supply, directly or indirectly, the Products in the Territory except by sale through the Distributor.

3. TERMS AND CONDITIONS OF THIS AGREEMENT ARE AS FOLLOWS

  1. That the person who intent to do work/business with the company first sign-up with the company online individually or through company’s distributor or sponsor. Company will not charge any amount of sign-up, therefore the signup process in the company is free.
  2. That after signup with the company the intending person will complete his/her profile by submitting his/her correct details i.e. name, age, father’s name, address, bank account etc.
  3. That after completion of formalities mentioned in para (ii) company will generate his/her account in the company for online transaction etc.
  4. No person below the age of eighteen years is eligible to sign- up or to do the business with the Company, if any person sign-up with the company by concealing his/her details i.e. age, address etc then company has right to block his I.D. without giving any notice to that person.
  5. That after sign-up and submitting all his/correct details with the company than he/she is illegible for distributorship of the company.
  6. That the person who sign-up with the company signed this agreement before doing business with the company after going through its contents as well as information available on the website of the company.

4. PAYMENT

  1. All the discount of the distributors of all rank will be transferred by the company in their account as per terms and conditions mentioned above.

5. TERMINATION OF AGREEMENT

  1. None of the distributors having rank of Marquis, Bronze or team leader can leave the distributorship of the company without giving 3 months advance notice to the company.
  2. Marquis, Team Leader and Bronze will provide the each details of the business did by them personally or through their ID to the company before termination of this agreement.
  3. That after providing the complete details of business to the company and after satisfaction of the company they will obtain the no objection certificate from the company.
  4. After completion of above formalities and by giving the No Objection certificate this agreement stands cancelled.
  5. After leaving the distributorship of the company none of the distributor used any defamatory word in Public or through social media, if done so then the company has right to recover Rupees 10 Lakh from them by filing the suit for recovery as well as deal with his/her as per law for is/her acts and misdeeds even after termination of this agreement .
  6. If any of rank distributors leave the distributorship of the company without giving 3 months advance notice to the company, in that case he/she be liable to pay Ten lakhs to the company and company will have right to recover this amount through process of court or by withholding his/her discount.

6. JURISDICTION

  1. That in case of any dispute arising out with respect to this agreement only Delhi courts has exclusive jurisdictions.

7. RESPONSIBILITIES OF COMPANY

  1. That the company after receipt of online order with dispatched the goods within 2 days alongwith invoice to the distributor/person who placed the orders.
  2. In case of any defect in the product delivered by the company, it shall be exchanged within 15 days from the receipt of goods.
  3. That the company will transfer the abovestated discounts to the account of distributor within 15 days from receipt of the order.

8. CONFIDENTIAL & PROPRIETARY INFORMATION

  1. As used herein, the term “Proprietary Information” means any information, technical data, or know-how (including, but not limited to, information relating to products, software, services, development, inventions, processes, techniques, customers, pricing, internal procedures, business and marketing plans or strategies, finances, employees and business opportunities) disclosed by one Party (the “Disclosing Party”) to the other (the “Recipient Party”) either directly or indirectly in any form whatsoever, including, but not limited to, in writing, in machine readable or other tangible form, orally or visually.

9. DURATION & TERMINATION

  1. Effective Date and Duration:- This Agreement shall become effective on the date first written above and shall continue in effect for a period three years.
  2. Distributor Option to Renew:- Distributor shall have the option to renew this Agreement for an additional year/period by providing prior written notice to Company within 30 days of the end of the initial period of this Agreement.
  3. Termination:- Either Party may terminate this Agreement prior to its expiration upon the occurrence of either of the following:
    • The other Party fails to perform any of its obligations hereunder and fails to correct such failure within 30 calendar days after receiving written demand therefore from the non-breaching Party, specifying the failure in sufficient detail for the breaching Party to correct such failure; provided, however, that upon a second breach of the same obligation by such Party, the other Party may forthwith terminate this Agreement upon notice to the breaching Party.
    • None of the distributors having rank of Marquis, Bronze or team leader cannot leave the distributorship of the company without giving 3 months advance notice to the company.
    • Marquis, Team Leader and Bronze will provide the each details of the business did by them personally or through their ID to the company before termination of this agreement.
    • That after providing the complete details of business to the company and after satisfaction of the company they will obtain the no objection certificate from the company.
    • After completion of above formalities and by giving the No Objection certificate this agreement stands cancelled.
    • After leaving the distributorship of the company none of the distributor used any defamatory word in Public or through social media, if done so then the company has right to recover Rupees 10 Lakh from them by filing the suit for recovery against them even after termination of this agreement.
    • If any of rank distributors leave the distributorship of the company without giving 3 months advance notice to the company, in that case he/she be liable to pay Ten lakhs to the company and company will have right to recover this amount through process of court or by withholding his/her discount.

9. INDEMNIFICATION

  • Each Party shall indemnify, hold harmless and defend the other Party (“Indemnified Party”) and its officers, directors, agents, employees, and affiliates, from and against any and all claims, demands, actions, costs, expenses, liabilities, judgments, causes of action, proceedings, suits, losses and damages of any nature, which are threatened or brought against, or are suffered or incurred by, the Indemnified Party or any such person to the extent caused directly by acts or omissions of the Indemnifying Party relating to this Agreement, including without limitation (i) any negligent or tortious conduct, (ii) any breach of any of the representations, warranties, covenants or conditions of the Indemnifying Party contained in this Agreement, (iii) any violation of applicable laws or regulations, (iv) infringement or violation of any patent, copyright, trade secret, or other proprietary interest of any third party, and (v) any breach of any express or implied warranties relating to the Products, including implied warranties of merchantability and fitness for a particular purpose.

10. LIMITATION OF LIABILITY

  • IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY SPECIAL, INDIRECT, EXEMPLARY OR CONSEQUENTIAL DAMAGES ARISING OUT OF THIS AGREEMENT OR PURCHASE OR USE OF THE PRODUCTS.

11. FORCE MAJEURE

  • Neither Party shall be held liable for any failure to perform that is due to any cause or circumstance beyond the reasonable control of such Party, including without limitation a demand for such Products and other products manufactured by Company which exceeds Company’s ability to supply them, earthquakes, fire, accidents, floods, storms, other Acts of God, riots, wars, rebellions, strikes, lockouts or other labor disturbances, national or international emergencies, failure to secure materials or equipment from usual sources of supply, failure of carriers to furnish transportation, government rules, regulations, acts, orders, restrictions or requirements or any other cause or circumstance beyond the reasonable control of such Party. No such inability to deliver or delay in delivery shall invalidate the remainder of this Agreement.

12. TRADEMARKS

  • Distributor shall not dispute or contest for any reason whatsoever, directly or indirectly, during the term of this Agreement and thereafter, the validity, ownership or enforceability of any of the trademarks of Company, nor directly or indirectly attempt to acquire or damage the value of the goodwill associated with any of the trademarks of Company, nor counsel, procure or assist any third Party to do any of the foregoing. Distributor will not institute any proceedings with respect to the trademarks of Company either in Distributor’s own name or on behalf of Company without express written permission of Company. Distributor shall assign to Company, without charge, any rights in the trademarks of Company that may inure to the benefit of Distributor pursuant to this Agreement or otherwise. Distributor shall execute any documents or do any acts that may be required to accomplish the intent of this Section.

13. GENERAL PROVISIONS

  • Amendments This Agreement may be amended only by a writing signed by each of the Parties, and any such amendment shall be effective only to the extent specifically set forth in such writing.
  • Governing Law This Agreement is a contract under the laws of the India [State] and for all purposes shall be governed by and construed in accordance with the substantive laws of the India without regard to its principles of conflicts of laws provisions.
  • Disputes The Parties shall seek to resolve any dispute, controversy or claim arising out of or in connection with this Agreement, including without limitation, any dispute regarding the enforceability of any provision, through good faith negotiations between them within [Days of notice of dispute] days of any notice of dispute being served or such longer period of time as may be mutually agreed between the Parties. If the Parties are unable to resolve the dispute within this timeframe, and one or both parties one or both parties desire to pursue the dispute, the complaining party must approach the court.
  • Entire Agreement This Agreement contains the entire agreement of the Parties with respect to the transactions contemplated hereby and supersedes all prior written and oral agreements, and all contemporaneous oral agreements, relating to such transactions. This Agreement shall be binding upon and shall inure to the benefit of each of the Parties and their respective successors and permitted assigns.
  • IN WITNESS WHEREOF, this Agreement was signed by the Parties under the hands of their duly authorized officers and made effective as of the date first written above.
  • Internacia India Marketing Private Limited
    Distributor
    Witnesses: 1........................ 2......................