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Parties
Recitals
Company manufacturer of TVs and electrical Gadgets
Sole selling agents wholesale
traders in TV, etc.
Company decided to appoint sole selling agents
Testatum
Appointment of sole selling agents
Duration of
agency
Sole selling agents to open offices/branches
Sole selling agents to promote
sale of company's products
Sole selling agents to report market position to Company
Sole selling
agents to maintain godowns
Sole selling agents to maintain accounts of company's products
Sole selling
agents to protect companys patents and trade marks
Sole selling agents not to assign their rights
Sole selling agents to sell company's products at
prices fixed by company
Company will
provide sales
literature and
advertise its
products
Company to
execute orders promptly
Company not
to entertain
direct orders
Payment of commission to agents sole selling
Sole selling
agents to pay sale proceeds at company's office at Bombay
Sole selling agents not to
create charge on
the company's
products
Sole selling agents to submit periodical
statement of accounts
Sole selling
agents not to give extra warranty
Complaints
against the products received by sole selling agents
Sole selling
agents may
appoint sub?agents
Company may export its products
Retail price of products to be fixed by the company
Security deposit by sole selling agents
Termination of agency by the company
Termination
of agency by either party
Arbitration
clause
Court to have
Jurisdiction
Sole selling agents or partners have no substantial interest
Testimonium
Execution
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THIS AGREEMENT made at____________..this____________..day of.........., Two thousand and between A & Co. Ltd., a company registered under the Companies Act, 1956 and having its registered office at____________..(hereinafter referred to as "the Company" which term unless it be repugnant to the context or meaning thereof means and include its successors and assigns) of the First Part and M/s ............ partnership firm, carrying. on the business of____________..at____________
(hereinafter referred to "the sole selling agents", which term unless it be repugnant to the context or meaning thereof means and includes the partners for the time being and from time to time constituting the said partnership firm, the survivor or survivors of them, the heirs, executors and administrators of such last survivor) of the OTHER PART.
WHEREAS
(1) The company is engaged in the manufacture of colour and black and white televisions, washing machines and other electrical gadgets known by the brand name____________..in India and wants to appoint sole selling agents for the whole of India.
(2) The sole selling agents are the wholesale traders in colour and black and white televisions, washing machines and other electrical gadgets, having sales net work operating throughout India with headquarters in Bombay.
(3) The sole selling agents approached the company for the sole selling agency of its products for whole of India.
(4) The company has decided to appoint M/s____________..the sole selling agents for selling all the products manufactured by it for whole of India vide, a resolution dated____________..passed by it in its General Meeting and the appointment of the said sole selling agents has also been approved by the Central Government vide Letter No .......... dated ...........
NOW THIS AGREEMENT WITNESSETH AS FOLLOWS:
(1) That the Company appoints M/s____________..as the sole selling agents for the goods manufactured by it for whole of India and the sole selling agents shall have the exclusive right to sell the products of the company throughout India.
(2) That the appointment of sole selling agents shall be for a period of five years with effect from However, the period of appointment may be extended for further periods not exceeding five years on each occasion.
(3) That the sole selling agents shall at their own expense open offices/branches in all big cities of India in the name of the company. The sole selling agents will be responsible for the payment of the salaries and wages of the staff of all the off ices/b ranches opened by it.
(4) That the sole selling agents will promote the sale of the company's products to the best of their efforts and they will work conscientiously and energetically in this regard and they shall not during the subsistence of selling agency, work directly or indirectly for any manufacturer of televisions, washing machines and electrical gadgets in India or any other part of the world.
(5) The sole selling agents shall regularly inform the company about the market position of Colour, Black and White TV, washing machines and products manufactured by the company in general and of the company products in particular.
(6) That the sole selling agents will maintain a godown or godowns at Bombay and also at other places where they open branch offices and will maintain proper stock registers for each of the godowns.
(7) That the sole selling agents will keep and maintain the full and complete account of the sale of the company's products, area and region?wise and submit monthly reports of sale, stock in hand, realisation of credit bills and any other information as may be required by the company from time to time.
(8) That the sole selling agents will protect the patents and trade marks of the company's products used by them in all possible manner at their own costs and will take legal action against any party, who unauthorisedly uses the patents and trade marks of the company's products.
(9) That the sole selling agents will not assign interests, rights and obligations arising out of these presents to any third party.
(10) That the sole selling agents will sell the goods of the company in retail to the genuine customers, in cash at the prices mentioned in the price list, which is enclosed herewith and marked as Annexure.
(11) That the company shall provide the complete catalogue, instruction books, circulars for promoting sales of its products to the sole selling agents. The company shall also advertise its products through Television, All India Radio, national and regional newspapers, journals and magazines.
(12) That the company will execute the orders promptly placed by the sole selling agents.
(13) That the company shall not execute direct orders and all inquiries, orders and correspondence received by the company shall be forwarded to the sole selling agents to be dealt with.
(14) That the company shall pay a commission at the rate of ____________..% on the sale effected by them. The amount to be paid as such shall be calculated quarterly in the first fortnight of the month of April, July, October and January on the basis of the figures as on the 31st March, 30th June, 30th September and 31st December of each year respectively and shall be credited to the accounts of the sole selling agents with effect from the 1st April, 1st July, 1st October and 1st January of each year respectively.
(15) That the sole selling agents will pay to the company at its registered office at Bombay in cash the price of the company's products sold under orders through them on delivery of the products from We said office after deducting therefrom____________..% of the net invoice price thereof.
(16) That the sole selling agents will have no right to create any mortgage, pledge or charge on the company's stocks or deal with them in any manner otherwise than provided herein.
(17) That the sole selling agents will submit to the company statement of accounts indicating the stock sold and received, the price received thereof, the stock of unsold products, the products sold on the basis of indents and contracts, the actual amount paid or remaining unpaid to the company, all sums due to the company for damage, shortage and deficiency to the products supplied to them on consignment account or otherwise and the amount due to sole selling agents by the company, for the quarter expiring on the 31st of March, the 30th June, the 30th September and 31 st December of every calendar year. The said statement shall be submitted within fifteen days
of the quarter expiring on the aforementioned dates.
(18) The sole selling agents will not give any warranty as to the quality of the products sold to the customers other than the warranty given by the company.
(19) If the sole selling agents receive any complaint regarding any manufacturing defect, the sole selling agents shall intimate the same to the company. If the defect is found to be genuine, the sole selling agents will substitute another product for the defective product and the defective product will be returned to the company at the cost of the company. The sole selling agents will not replace any product after the expiry of guarantee period of the said product.
(20) The sole selling agents will be entitled to appoint sub?agents for different States/Districts on such terms and conditions as may be agreed upon between them the company will not be liable for any dealings between the sole selling agents and its sub?agents. The sole selling agents will remain liable to the company in respect of the dealings between the sole selling agents and the company. However the sole selling agents will inform the company about the appointment of sub?agents and send the copy of the agreements executed between sole selling agents and its sub?agents.
(21) The company will be entitled to export its products and it can appoint selling agents outside India for the sale of its products.
(22) That the retail price of the company's products shall be fixed by the company in consultation with the sole selling agents.
(23) That the sole selling agents will deposit a security of Rs____________..with the company within a period of fifteen days of these presents for the due performance of the terms of this agreement.
(24) That the company can terminate this agreement, if the sole selling agents violate the terms of this agreement or are not able to perform the sale of the company's products upto the company's
expectation. However, the sole selling agents will be given an opportunity to show cause, before termination of the agreement and the decision of the company in this regard shall be final and binding on the sole selling agents.
(25) That this agreement can be terminated by either party by giving six months notice in advance to the other party in writing. In case of such termination, all accounts between the parties will be settled and adjusted finally within the period of six months.
(26) That all disputes and differences of any kind whatever arising clause out of or in connection with this agreement shall be referred to arbitration and final decision of an arbitrator to be agreed upon and appointed by both the parties, in case of disagreement as to the appointment of a single arbitrator, to the appointment of two arbitrators, one to be appointed by each party which arbitrators shall before taking upon themselves the burden of reference, appoint a third arbitrator who shall act as Presiding Arbitrator. During the arbitration proceedings, the parties may mutually settle, compromise or compound their dispute or difference, the reference to arbitration and the appointment of the arbitrator or arbitrators as the case may be, shall be deemed to have been revoked and the arbitration proceedings shall stand withdrawn or terminated, with effect from the date on which the parties file a joint Memorandum of Settlement thereof, with the arbitrator or arbitrators, as the case may be. Upon every or any such reference, the cost of incidental to the reference and award respectively shall be in the discretion of the arbitrator or arbitrators, as the case may be, who may determine the amount thereof, or direct the same, to be taxed as between the parties and shall direct by whom and to whom and in what manner, the same shall be borne and paid. This submission shall be deemed to be a submission to arbitration within the meaning of the Arbitration and Conciliation Act, 1996 or any statutory modification thereof. The award of the arbitrator or the arbitrators, as the case may be, shall be final and binding on the parties. The parties hereby also agree that arbitration under this clause shall be a condition precedent to any right of action under the agreement.
(27) Any suit or legal proceeding arising out of this Agreement can be filed or commenced in the court at ...............
(28) The sole selling agents declare that the firm of sole selling agents or its partners have no substantial interest in the company within the meaning of section 284AA of the Companies Act, 1956
IN WITNESS WHEREOF the company has caused its common seal to be affixed hereto in the presence of its two directors, who have also affixed their respective signatures hereunder and the selling agents have signed these presents and a duplicate hereof, the day and year first hereinabove written.
WITNESSES The common seal of A & Co. Ltd., was hereunto
1. affixed pursuant to the resolution of its Board of Directors passed on day of____________..20____________..in____________..
2. the presence of Shri____________..and Shri____________Directors of the company who have signed in token thereof
3. Signed and delivered by the within nameo M/s ........... by its partners
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Parties
Recitals
Company proposes to appoint agents in Delhi and agents offered their services
Company agrees to appoint agents
Testatum
Appointment of sole selling agents for Delhi by the
Company
Agents to sell company's products
Agents to sell
company's
products at rates fixed by the company
Payment of
commission to agents
Company not to sell its products in UP directly
Company to
supply products promptly
Reimburse? ment of reasonable
Expenses to agent919 people have downloaded this document About this agreementTitle:
Agreement for Appointment of a Sole Selling Agent for a Specific Territory by a Public Limited Company Format
Need a professionally drafted Agreement for Appointment of a Sole Selling Agent for a Specific Territory by a Public Limited Company Format? Our customizable legal template simplifies the process for public limited companies in India seeking to appoint exclusive selling agents for defined territories, ensuring compliance with the Companies Act, 2013.
What is an Agreement for Appointment of a Sole Selling Agent for a Specific Territory by a Public Limited Company?
This Agreement for Appointment of a Sole Selling Agent for a Specific Territory by a Public Limited Company Format is a crucial legal document that outlines the terms under which a public limited company appoints an individual or entity as the exclusive seller of its products or services within a designated geographical area. Governed primarily by Section 294 of the Companies Act, 1956 (now reflected in related provisions under the Companies Act, 2013), this agreement requires special resolution approval from shareholders if the appointment exceeds five years. It protects both the principal company and the agent by clearly defining rights, obligations, territories, commissions, and termination clauses.
In the competitive Indian market, public limited companies often rely on sole selling agents to boost sales in specific regions like North India, South India, or state-level territories, making this format indispensable for structured business expansion.
Why is it Important?
An Agreement for Appointment of a Sole Selling Agent for a Specific Territory by a Public Limited Company Format is vital for several reasons:
- Regulatory Compliance: Ensures adherence to Indian corporate laws, preventing disputes and penalties from the Ministry of Corporate Affairs (MCA).
- Territorial Exclusivity: Prevents overlap in sales efforts, maximizing efficiency and revenue.
- Risk Mitigation: Includes indemnity, non-compete, and confidentiality clauses to safeguard company interests.
- Performance Accountability: Sets sales targets, reporting requirements, and incentives to drive results.
Without a proper format, companies risk legal challenges, inefficient distribution, or loss of market share. This ready-to-use template helps public limited companies formalize appointments swiftly.
Key Elements of the Agreement Format
A comprehensive Agreement for Appointment of a Sole Selling Agent for a Specific Territory by a Public Limited Company Format should include:
- Parties Involved: Details of the public limited company (principal) and the sole selling agent.
- Territory Definition: Precise geographical boundaries (e.g., specific states, districts, or pin codes).
- Appointment Term: Duration, renewal options, and conditions for extension.
- Products/Services Scope: Clear list of goods or services covered.
- Commission Structure: Payment terms, rates (e.g., percentage of sales), and settlement frequency.
- Duties and Obligations: Marketing efforts, order fulfillment, after-sales service, and reporting.
- Exclusivity and Non-Compete: Agent's sole rights in the territory and restrictions on competing products.
- Termination Clauses: Grounds for termination, notice period, and post-termination obligations.
- Governing Law: Jurisdiction (typically Indian courts) and dispute resolution mechanisms like arbitration.
- Annexures: Sales targets, territory maps, and approval resolutions.
Our PDF/Word format templates incorporate all these elements for immediate use.
Who Should Use This Format?
This Agreement for Appointment of a Sole Selling Agent for a Specific Territory by a Public Limited Company Format is ideal for:
- Public limited companies in manufacturing, FMCG, pharmaceuticals, or consumer goods sectors.
- Businesses expanding into new territories like Maharashtra, Tamil Nadu, or Northeast India.
- Companies needing compliant sole selling agent agreements for civil/commercial operations.
Whether you're a startup going public or an established PLC, this legal template streamlines appointments.
Download Your Customizable Template Now
Get instant access to our Agreement for Appointment of a Sole Selling Agent for a Specific Territory by a Public Limited Company Format in PDF or Word for free download or paid premium versions. Customize it using AI tools or consult our legal experts for tailored advice. Ready-to-use and fully editable!
Important Note
While this format meets standard court and company requirements in India, it's recommended to seek professional legal advice for specific circumstances. Customize as needed and ensure shareholder approvals. Explore related templates like Distribution Agreements, Franchise Agreements, or Agency Contracts for comprehensive business documentation. Guidelines for Drafting an Agreement for Appointment of a Sole Selling Agent by a Public Limited Company:
Introduction:
Clearly state the names of the parties involved ? the Public Limited Company appointing the Sole Selling Agent and the Agent being appointed.
Scope of Appointment:
Define the specific territory for which the agent is appointed. Outline the products or services covered under the agreement.
Term and Termination:
Clearly specify the duration of the appointment and the conditions under which either party can terminate the agreement.
Compensation and Commission:
Clearly outline the compensation structure, including commission rates and payment terms. Specify any allowances or expenses reimbursed to the agent.
Duties and Responsibilities:
Define the roles and responsibilities of the Sole Selling Agent, ensuring clarity on sales targets, reporting mechanisms, and marketing efforts.
Confidentiality and Non-Compete:
Include clauses to safeguard the company's confidential information and prevent the agent from engaging in competing activities during and after the agreement.
Dispute Resolution:
Establish a mechanism for resolving disputes, such as through mediation or arbitration, to avoid costly legal proceedings. Common Mistakes to Avoid:a. Ambiguous Terms: Ensure clarity in all provisions to avoid misunderstandings.
b. Neglecting Legal Compliance: Ensure the agreement adheres to relevant laws and regulations.
c. Inadequate Termination Clause: Clearly define conditions for termination to prevent disputes.
d. Missing Confidentiality Safeguards: Protect the company's sensitive information through robust confidentiality clauses.
Remember, consulting with legal professionals is advisable to ensure the agreement aligns with legal requirements and safeguards the interests of both parties. Frequently asked questionsWhat is the purpose of the Agreement for Appointment of a Sole Selling Agent for a Specific Territory by a Public Limited Company?→This legal agreement in India appoints a sole selling agent to exclusively market and sell products of a public limited company within a defined territory, specifying terms like commission, duration, and responsibilities. Is this Sole Selling Agent Agreement legally valid in India?→Yes, it is legally valid under the Companies Act, 2013, and complies with Indian contract laws, provided it avoids anti-competitive practices under the Competition Act, 2002. Do I need to pay stamp duty on this Sole Selling Agent Agreement?→Yes, stamp duty is required as per the Indian Stamp Act, varying by state (e.g., ₹100-500 typically); execute on stamp paper and register if necessary for enforceability. In what format can I download this Agreement for Appointment of Sole Selling Agent?→Download in editable Microsoft Word format for customization and PDF for secure reference and printing. Can I customize or edit this Sole Selling Agent Agreement?→Yes, this customizable template allows editing of territory details, commission rates, duration, and clauses to fit your public limited company's specific needs in India. Who should use this Agreement for Appointment of a Sole Selling Agent by a Public Limited Company?→Public limited companies in India appointing a sole agent for exclusive sales in a specific territory, ensuring clear legal terms for marketing and distribution. |