Manufacturer & Selling Agent Agreement Template

About this agreement

Title: Agreement Between A Manufacturer And Selling Agent Format

Are you a manufacturer looking for a reliable selling agent to expand your market reach in India? Download our Agreement Between A Manufacturer And Selling Agent Format today in customizable PDF or Word format, ready to use for your business needs.

An Agreement Between A Manufacturer And Selling Agent is a crucial legal document that outlines the terms and conditions under which a selling agent promotes and sells the manufacturer's products. This agreement is essential in India for manufacturers in industries like FMCG, electronics, textiles, and more, ensuring smooth distribution channels while protecting both parties' interests.

Why is it Important?

In the competitive Indian market, a well-drafted Agreement Between A Manufacturer And Selling Agent Format safeguards against disputes over commissions, territories, performance targets, and termination clauses. It complies with Indian Contract Act, 1872, and helps in establishing clear responsibilities, preventing misrepresentation of products, and ensuring timely payments. Without it, manufacturers risk unauthorized sales practices or agents claiming undue benefits, leading to costly litigation.

Key benefits include:

Defined sales territories to avoid channel conflicts.
Commission structures based on sales volume.
Protection of intellectual property like trademarks.
Dispute resolution mechanisms.

This legal template is particularly vital for small and medium enterprises (SMEs) scaling up distribution networks across states.

Key Elements of the Agreement Between A Manufacturer And Selling Agent Format

A comprehensive Agreement Between A Manufacturer And Selling Agent Sample should include:

Parties Involved: Full details of the manufacturer and selling agent, including addresses and contact information.
Appointment Clause: Scope of authority granted to the agent for promotion and sales.
Territory and Exclusivity: Specific regions in India where the agent operates, whether exclusive or non-exclusive.
Products Covered: Detailed list of products, specifications, and any updates.
Commission and Payment Terms: Percentage rates, payment schedules, and deductions.
Performance Targets: Minimum sales quotas and incentives.
Duration and Termination: Agreement period, renewal options, and grounds for termination with notice periods.
Confidentiality and Non-Compete: Protection of trade secrets and restrictions post-termination.
Indemnity and Liability: Clauses for losses due to agent's negligence.
Governing Law: Subject to Indian laws, with jurisdiction in specific courts.
Signatures: Executed by authorized representatives.

These elements ensure the agreement is enforceable in Indian courts.

Who Should Use It?

This ready to use Agreement Between A Manufacturer And Selling Agent Format is ideal for:

Manufacturers entering new markets via agents.
Existing businesses formalizing agent relationships.
Startups in manufacturing sectors like pharmaceuticals, consumer goods, or auto parts.
Agents seeking clear terms for long-term partnerships.

Common use cases include appointing super stockists, distributors, or promotional agents in urban and rural India.

Download Your Customizable Template Now!

Get instant access to our free download Agreement Between A Manufacturer And Selling Agent Format in PDF/Word. Customize it with AI tools or legal experts to fit your specific needs. Paid options offer premium versions with advanced clauses for complex deals.

Important Note: While this legal template is designed for convenience, it is not a substitute for professional legal advice. Consult a lawyer to tailor it to your situation, especially for compliance with GST, MSME regulations, or industry-specific laws. Explore related formats like Distributor Agreement Format, Franchise Agreement Sample, or Sales Agency Contract for more options.

(Word count: 528)

AGREEMENT BETWEEN A MANUFACUTRER AND SELLING AGENT

Non-Judicial

AN AGREEMENT made on this………………..day of …………………BETWEEN ABC & Co. Ltd. having its registered office at………….(hereinafter called the “manufacturer”) of the one part AND PN son of………………..resident of…………….(hereinafter called the agent) of the other part.

WHEREAS the manufacturer carries on the business of manufacturing baniyans, underwears, hosiery and other wearing apparel of all kinds.

AND WHEREAS the manufacturers is desirous of opening retail shops in various towns of India and is willing to appoint agents for this purpose who shall have to act exclusively as the selling agents of the products of the manufacturer.

AND WHEREAS the said agent has approached the manufacturer and expressed his consent to act as such agent on the terms and conditions mutually agreed upon.

NOW, THEREFORE, THIS AGREEMENT WITNESSES as follows:

1. The manufacturer carries on the business of manufacturing baniyans, underwears, hosiery and other wearing apparel of all kinds.

2. The manufacturer is desirous of opening retail shops in various towns of India and is willing to appoint agents for this purpose who shall have to act exclusively has the selling agents of the products of the manufacture.

3. The said agent has approached the manufacturer and expressed his consent to act as such agent on the terms and conditions mutually agreed upon;

NOW, THEREFORE, THIS AGREEMENT WITNESSES as follows :

1. That the agent shall deposit a sum of Rs…………..as security for the due fulfilment of the terms of this agreement as well as for the adjustment thereof against the price of the goods supplied to the agent by the manufacturer from time to time.

2. That the manufacturer shall supply an assortment of goods manufactured by it approximately of the value of Rs……………in the first instance and thereafter shall furnish to the agent at his request in writing such further goods as may be so requisitioned by him or as the manufacturer may think expedient to supply to the agent to be kept in the shop run by the agent, so that the total value thereof at any time may not, if requisitioned by the agent, exceed the value of Rs…………………but it shall be at the option of the manufacturer to supply further goods of its manufacture, which it may deem expedient, subject, however, to the compliance with the requisition made to the manufacturer by agent as aforesaid to replenish the stock which, in the opinion of the agent, finds a ready market for its sale.

3. That the agent shall keep proper account and shall issue cash voucher for every article sold by him, which shall be prepared in triplicate, one legible copy whereof shall be submitted to the manufacturer by the agent every Friday or the next day on which the shop is opened by the agent in case Friday should be a close-day. The copies of such vouchers shall be accompanied with a statement of account showing the goods received by the agent from the manufacturer during the previous week ending with Saturday previous to Friday on which the return is so submitted.

4. That all the goods supplied by the manufacturer shall be deemed to be in trust with the agent for the purposes of sale on behalf of the manufacturer and any wilful omission or non-mention thereof in the return of the sale and receipt of goods submitted to the manufacturer weekly as aforesaid shall be deemed to be a misappropriation thereof unless such omission when pointed out and notified by the manufacturer is not rectified or appropriately explained within one week of such notification.

5. That the manufacturer shall pay to the agent a commission of……….per cent on the sale of the goods so supplied to the agent. The agent shall be entitled to deduct the commission out of the sale-proceeds and shall be bound to remit to the manufacturer the balance of the sale-proceeds receive by the agent up to Saturday previous, which shall be so remitted on or before Friday next ensuing. The agent, however, shall, at his discretion, be entitled to sell not more than 10 per cent of the sales effected during the week on credit and he shall be bound to realise such outstandings within two months of the sale be bound to pay in cash from his own pocket for the price of the foods so sold on credit. The return submitted by the agent shall show in a separate account the sales so made on credit and the realizations made thereon from time to time.

6. That the agent shall not sell any article at a price less than the one marked thereon by the manufacturer or fixed in respect of the article by the manufacturer from time to time. Any article which becomes soiled or partly broken or otherwise unfit for sale or otherwise apparently diminished in value shall not be exposed for sale by the agent except with the prior approval of the manufacturer, and at prices to be mutually settled between the parties. The agent shall be entitled to give a concession of not more than 5 per cent of the saleable value of any article to any old customer of the agent or any relation of the agent. The agent shall indicate in the return submitted by him weekly as provided in the agreement the fact of such sale at concessional rates.

7. That the agent shall take reasonable care of the goods supplied by the manufacturer and in case of any theft or injury thereto distruction thereof, he shall make a report to the police in case of a cognizable offence having been committed in respect thereof and forward a copy thereof to the manufacturer or submit a report in respect thereof within three days of the occurrence or its cognizance by the agent. the agent shall assist the manufacturer in the apprehension of the offender or in alleviating or removing the cause of such injury, if any. In the event of the manufacturer making a claim for compensation or otherwise from any insurance company the agent shall assist the manufacturer as if the agent was himself the assured.

8. That the agent shall keep the goods of the manufacturer for sale in a premises approved by the manufacturer which shall kept clean and well equipped with furniture and other conveniences for the customers.

9. That this agreement is made to run for a period of two years liable, however, to be terminated earlier, ipso facto in the event of bankruptcy or death of the agent or at the expiry of a notice of a fortnight served on or delivered to the agent at his address aforementioned or sent by registered post to him at the said address in case of default of or breach committed by the agent in respect of any of the terms of this agreement. The agent may also terminate this agreement after giving one month’s notice to the manufacturer in any of the aforementioned modes in case the manufacturer should fail to comply with or commit a breach of the terms of this agreement.

10. That any dispute arising between the parties touching the interpretation or compliance or non-compliance with the terms or conditions of this agreement shall be referred to the arbitration of the President of the District Bar Association who may determine the dispute himself or refer the dispute to the arbitration of any other member of the Bar Association at …………….The fees of the arbitrator shall be determined by the said President with the assent of the parties, failing which by Court having jurisdiction at…………..to try and decide the dispute.

11. That at the termination of this agreement, the accounts between the parties shall be mutually adjusted within one month of such termination . In case any party fails to assist in such examination or adjustment of accounts and the taking of stock, the other party may refer the examination and taking of accounts to the determination of the President of the District Bar Association at………….and the provision of CI. 9 aforesaid shall apply thereto.

12. That no commission shall be payable to the agent after the termination of the agreement whether by efflux of time or otherwise under this agreement, except when this agreement is renewed and the parties mutually further agree thereto or the arbitrator in the event of reference thereto, thinks fit to allow such commission either by interlocutory award or finally subject to such terms as the arbitrator may deem proper.

13. That the agent shall not, during the period of two years fixed in the agreement (and notwithstanding prior determination thereof by any party thereto), sell goods of any other manufacturer or person and the manufacturer shall not appoint any other selling agent within a radius of ……. Yards of the shop of the agent.

IN WITNESS WHEREOF the parties have signed this agreement on the day and year first above written.

……………………………….. ……………………………..

(Agent) (Manufacturer)

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Important Guidelines

Drafting an Agreement between a Manufacturer and a Selling Agent is crucial in establishing a business relationship where the manufacturer appoints an agent to sell its products. Here's a concise guideline:

Identify Parties: Clearly specify details of the manufacturer and the appointed selling agent, including names, addresses, and business details.

Scope of Representation: Clearly outline the products or services the selling agent is authorized to represent and sell on behalf of the manufacturer.

Territory: Define the geographic area or market where the selling agent has the authority to sell the manufacturer's products.

Term and Termination: Clearly state the duration of the agreement, terms for renewal, and conditions for termination by either party.

Compensation: Specify the selling agent's compensation, including commission rates, incentives, and payment terms.

Responsibilities: Outline the specific duties and responsibilities of both the manufacturer and the selling agent, covering marketing, sales targets, reporting, and adherence to brand guidelines.

Confidentiality: Include provisions for the protection of confidential information and trade secrets.

Common Mistakes to Avoid:

include vague terms, inadequate compensation details, and unclear responsibilities. Ensure the agreement is signed by authorized representatives, dated, and reviewed by legal professionals.

Seek legal advice to ensure the agreement is comprehensive, legally sound, and addresses any unique circumstances. Regularly review and update the document to reflect changes in business arrangements or legal requirements.

A well-drafted Agreement between a Manufacturer and a Selling Agent establishes a clear framework, fostering a successful and collaborative business relationship.

Frequently asked questions

What is the purpose of the Agreement between a Manufacturer and Selling Agent?→

This legal agreement in India outlines the terms for appointing a selling agent to market and sell the manufacturer's products, including commission structure, territory, and responsibilities under the Indian Contract Act, 1872.

Is this Manufacturer and Selling Agent Agreement valid in India?→

Yes, it is legally valid across India if executed properly, complies with the Indian Contract Act, and is stamped as per state-specific stamp duty laws.

Do I need to pay stamp duty on this agreement in India?→

Yes, stamp duty is required as per the Indian Stamp Act, 1899, and varies by state (e.g., 0.1-1% of contract value); consult local rules before execution.

In what format can I download this agreement?→

Download the customizable Manufacturer and Selling Agent Agreement in both editable Word (.docx) and print-ready PDF formats for convenience.

Can I edit or customize this agreement?→

Yes, this template is fully customizable; edit clauses like commission rates, duration, and territories to suit your needs in India.

Who should use the Agreement between a Manufacturer and Selling Agent?→

Manufacturers in India appointing agents for sales promotion and distribution should use this agreement to protect business interests legally.