Draft Agreement For Appointment of Super Stockist



This agreement is made on ________ day of _______ between M/s. ___________, a proprietorship firm, having its office at ________, here in after referred to as the “Principal” of the one part


M/s. __________, a proprietorship/Partnership firm having  its  office at  ______ here in after called as The “super stockiest (ss)/distributor (Dist)’’ of the second part.

Whereas Principal is interested in appointing a Super Stockist/Distributor for the agreed area of _____  and also the Super Stockist/Distributor is interested in being appointed as the Principal’s super stockist. The SS/Dist approached the Principal to act as the SS to which the Principal has agreed to do on terms and conditions as given here under:

1)   The SS/Dist shall act as the Principal’s SS for the area defined and agreed for receiving, warehousing safe storage and dispatching of the Principal’s products in the demanded area to stockiest and retailers.
2)   The SS/Dist shall appoint stockiest in the region in consultation with the Principal authorized person after due verification of the financial, economic and character reports.
3)   The SS/Dist shall be responsible to load and unload the companies said good’s and clear the consignment by railway or road transport to boo the goods by railway or roads transport to the dealers.
4)    Dispatches of good shall be made by SS/Dist from time to time as per requirement of stockiest against written order or as confirmed by the Principal authorized person.
5)  The Super Stockist/Distributor Shall also clear transport and store at their warehouse any unserviceable goods or goods in damage condition which may be received from the stockiest/retailers. The Principal shall issue a disposal instruction in writing, in respect thereof. The SS/DIST is required to maintain proper showing the receipt of such goods along with their disposals per the Principal’s instruction.
6)      The goods will be dispatched based on “F.O.R Destination’’.
7)    SS/Dist will be billed at a price which includes all reimbursements towards commission/margin, applicable taxes etc. No extra reimbursement will be made towards the same. In case of the difference of dueamount on account of applicable taxes will be adjusted by the Principal against security deposit amount received from the SS/Dist. 
8)    In compensation for the SS/Dist, discharging the functions described above for the Principal, the Principal will pay to the SS/Dist, a commission /margin calculated ___% (____% margin+____% freight+____% incentive) of invoice value for the purchases made from the Principal (before applicable taxes). Out of this payment the SS/Dist will bear all the expenses made by them. No other payment towards the freight will be made. The SS/Dist will bill all the invoices to the distributors/ stockists as freight paid. The commission will be included in the bill which includes commission/margin and redistribution charges.
9)  The SS/Dist undertakes and agrees that it will give payments to the Principal  ____with maximum credit period of ______days from billing date through RTGS/NEFT in the bank account of the Principal subject to the maximum credit limit of Rs.______. However, if the payments are not received within _______ days, the SS/Dist will be charged interest of ___% PA and the same shall be recovered from the due commission/margin due/payable to the SS/Dist.
10)  The Super Stockist/Distributor will ensure a minimum sale of Rs. _____ per month to remain eligible as  Super Stockist.
11) The SS/Dist shall deposit a security of Rs _________, with the Principal. The amount of security deposit will be refunded only when this agreement is discontinued. The security deposit will carry the interest rate of __ % P.A payable annually, less TDS if any. The Principal will have the right to adjust from the security deposit, any loss caused to the Principal due to any negligence of the SS/Dist.
12) That in case of termination the cheque of security deposit amount will be returned after clearance of all accounts. No goods in stock will be taken back at the time of settlement. All the Claims will be settled within 30 days of termination of contract.
13)  The SS/Dist shall not admit any claim or make any commitment on behalf of the Principal unless the claims have been investigated and as per the Principal’s prevailing price list and on terms and conditions intimated to the Super Stockist/Distributor by the Principal from time to time.
14) The SS/Dist shall be wholly responsible for the collection of the sale proceeds and remittance thereof to the principal as per the terms of the trade. Any default or non compliance of terms of the Agreement shall be taken as the breach of the Contract and the principal shall be free to discontinuance the business with the defaulting Super stockist and further appoint another Agent without any information.
15) The Super Stockist/Distributor shall maintain all necessary permission, sanction and approvals of all statutory requirements at their own cost and expenses. The SS/dist is responsible to lodge complaints/FIR directly to the police and other authorities regarding damaged/shortage claims to the insurance companies or any such similar claims. Wherever the SS/Dist need the Principal’s help in obtaining the licenses, the Principal shall do so at its discretion.
16) The agreement shall be effective and the SS/Dist shall commence his activity only after obtaining all the necessary registrations, permissions and license and submitting the copies of the same to the Principal 
17)  The SS/Dist shall maintain the necessary records required under the state/central sales tax act and rules in triplicate the original copy which should be sent to the sales tax office at the duplicate copy to the Principal.
18)   The SS/Dist shall permit the Principal’s authorised representative and the auditors so appointed to inspect the said products,storage facility, records, contracts and other related documents relating to the receipt and dispatches of the said goods and shall also be responsible to answer and satisfy all such queries as may be raised by the Principal’s auditors.
19)  The SS/dist shall maintain proper records of the goods at the warehouse and the inventory should be posted and kept up to date in the registers and ledgers as per drug and cosmetic act 1940 and drug and cosmetics rule 1945. Principal has full right that anytime can physically verify the inventory and records through is representatives.
20)  The Super Stockist/Distributor shall maintain proper records for the amount received on account of collection and deposit the payment.
21)  The SS/Dist shall not destroy the stock lists, books of accounts, vouchers, statement, returns and other documents or records related with the receipt of the goods, dispatches of the goods, inventorylist, amounts collected and expenses incurred and other business related document without written authorized pre-approval of Principal.
22) The SS/Dist shall take care thereof to avoid theft, pilferage, damage and exposure to water, moisture, heat or such. The SS/Dist would be responsible for all such theft, the property of Principal and the SS/Dist shall have no rights or lien on the Principal’s gods in respect of bill charges of any nature that may remain outstanding for payment or settlement, the SS/Dist shall be responsible for any shortages,loses or damages to the goods for any reasons whatsoever.
23)  The SS/dist shall always work for theinterest and benefit of the Principal as a prudent man would do to expand business and network of the Principal.
24) The SS/Dist expenses if any, related with business promotion/sales promotion will be reimbursed on a monthly basis but its SS/Dist responsibility to attach pre-approved authorization of all expenses.
25) Commissions/Sales incentive, if any, paid to the Super Stockist/Distributor will be paid after deducting the TDS/applicable taxes if any as per the tax law.
26)  The SS/Dist shall not enter any contract or agreement with the competitor(s) of the Principal without the prior written approval from the Principal.
27) The SS/Dist shall not assign or otherwise transfer rights, duties or obligation under this agreement to any other party.
28) The SS/Dist shall not change the constitution of their firm without prior approval of the Principal. 
29) This agreement is not an exclusive agreement and the Principal is free to enter similar agreement with other parties also on such terms and condition as may be deemed fit by the Principal.
30) The Principal shall have right to terminate this agreement without assigning any reasons whatsoever by simply giving a 30-day notice to this effect in writing.
31)   It’s being in the practice to accept return trade back stocks from retailers for reason of damage, spoilage, expiry and non-sailable stocks, the SS/dist will handle such returns and also reimburse the replacement under the following terms and conditions:
·     The SS/dist must ensure that the stock being returned for replacement is not more 1% of total pick up for Financial Year.
·       Approval in writing is must, be taken from the head office of the Principal before the stock is returned. The goods returned to the Principal will not be accepted for replacement unless and until the same is checked and investigated.
·      The SS/dist is required to send full details of stock (i.e. batch no., date of manufacturing and relevant invoice no under which it was supplied) to the Principal before returning the stock.
·     The SS/Dist will take delivery of products from the transported after checking and verifying the quantity. In event of damage,shortage,spoilage etc. will procure goods shortage/damaged certificate from the transporter. In case of failure to comply with this condition, the liability of any financial loss will be entirely of the Super Stockist/Distributor.
·       Transportation Charges pertaining to stock returns shall be borne by the SS/Dist.
·       Company has the sole discretion for acceptability of stock return.

32)   In case of any disputes, the ______ courts will have the jurisdiction. 
In witness, whereof the parties hereto have affixed their respective hands on this agreement in presence of the witness.

Signature:                                                                                Signature:                            

The Party of the First Part                                                      The Party of the Second Part

WITNESS:                                                                              WITNESS:     

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