DISTRIBUTORSHIP AGREEMENT
This Distributorship Agreement (hereinafter referred to as ‘Agreement’) is made and shall come into force on this 27th day of April 2024.
BENLI ELECTRONIC
ENTERPREISE CO. LIMITED, (The authorized
person : Deng Lei, Trade License : 2499, BIN: 0018640080103, TIN:195337657225,
a company incorporated under the laws of Bangladesh, with registered offices at
B-909,Vogra(Chowdhury Bari),5th and 6th Floor,Gazipur-1704,Bangladesh
(hereinafter referred to as the “Vendor”, which includes its successors and
permitted assigns, unless a contrary definition appears) of the FIRST PARTY;
AND
SARKAR TELECOM (The authorized person: MD
ANOWAR SARKAR, NID- Number: 3737288021 Trade License: 20182617223005808, TIN: 647701348135, Present Address: Ground Floor, Samir
Plaza Shopping Complex, Jamgora. Religion: Islam, Profession: Business, Mobile:
01819846796 of the SECOND PARTY.
The Company and the
Distributor are hereinafter individually referred to as ‘Party’ and
collectively as ‘Parties’.
WHEREAS, the Company is engaged in manufacturing and selling of mobile handset
devices, electronic devices, and other related accessories (hereinafter
collectively referred to as ‘Products’) in Bangladesh;
AND
WHEREAS, the
Company desires
to appoint the DISTRIBUTOR to market the Company’s Products, and to sell
such Products and Services throughout the Designated Distribution Area as
defined by Company hereinafter in
this Agreement;
AND
WHEREAS, the DISTRIBUTOR is engaged in the business of
distributing mobile handset devices and other related products and thus expressly represents
that it has adequate expertise, necessary skills, required organizational
structure and manpower, adequate presence in the Designated Distribution Area,
adequate economic solvency, required resources, reputable business and social
standing, security and internal control, and is authorized by the appropriate
authorities under the relevant laws of Bangladesh to market, sell and/or distribute the OnePlus’s
Products and Services and to provide other
services to the market through an active Distribution Channel and the
DISTRIBUTOR has agreed to be appointed as the DISTRIBUTOR hereunder to provide all
the services stipulated herein according to the scope of this Agreement and
other services as may be prescribed by the OnePlus throughout
the Designated Distribution Area as defined by the OnePlus
which is subject to change by OnePlus from time
to time without any prior notice;
AND WHEREAS, the Company is desirous of engaging the DISTRIBUTOR for marketing its
Products in the Designated
Distribution Area (hereinafter referred
to as ‘Territory’) and the DISTRIBUTOR has agreed to
distribute the same in accordance with the terms and conditions of this
Agreement.
NOW WHEREFORE, in
consideration of the foregoing, and of the mutual covenants and commitments set
forth herein, the parties hereto agree as follows:
1. APPOINTMEN
1.1 Subject to the terms and conditions of this Agreement, the
Company hereby appoints and grants the Distributor the right to distribute and
sell the Products to customers located in the Territory and to render other
services as a DISTRIBUTOR for the Company as set forth herein.
1.2 Distributor hereby accepts the appointment as the distributor
to purchase the Products, distribute and resell the same within the
Territory.
1.3 The Distributor shall provide all required information to the Company as stated in ANNEXURE-A.
1.4 The Parties shall act diligently for the supply and
distribution of the Products in the concerned Territory and conform to all
applicable legislations, rules, regulations and statutory provisions existing
in the Territory for the same, as well as those of general applicability.
1.5 This
Agreement shall be exclusive and the Company reserves the right to establish
additional distribution decision to secure adequate market coverage for the
distribution of the Products.
1.6 The
Distributor hereby agrees that it shall not engage in or sell or enter into any
agreement for the distribution of any products of any other (mobile or land
phone or any other competing telecom products) company. At any cost, the
Distributor shall keep the exclusivity of his business with the Company.
1.7 The
Parties shall make their best efforts to increase the sale for the Products in
the Territory assigned to the Distributor.
1.8.
The Company hereby shall authorize a service center to provide aftersales service for all products to the customers and end-user
in accordance with the company’s after-sale service policy and the requirement from applicable Law.
2.
TERRITORY
5.
6. PRODUCTS, PLACEMENTS, MARKET VISIT, STOCK AND INVENTORY.
6.1.
Products,
Placement and Market Visit:
6.1.1.
The
Company hereby appoints the Distributor for the resale and distribution of the
“OnePlus” devices and other related
products.
6.1.2.
The
Distributor hereby can lift authorized CBU products (imported products) from
authorized National Distributor of OnePlus.
6.1.3.
The
Distributor agrees that the placement of the Product is required in minimum 95%
of the mobile shops under each area assigned to the Distributor.
6.1.4.
The
Distributor has to maintain the Promoter shops with a minimum stock of 20
(twenty) pieces and a minimum stock of 6 (six) pieces for GRT shops per day.
6.1.5.
During
the festival, the Distributor shall be responsible for increasing the stock of
the retailer. The Distributor agrees
that retailer shops having OSRs shall maintain a minimum stock of 25 (twenty
five) pieces/stock of 25 (twenty-five) days, depending on the sales of the
concerned shop and the GRT shops shall keep a minimum stock of 8 (eight) pieces
per day.
6.1.6.
The
Distributor shall visit the market and the area of the shops
of the retailers 1 (one) day per week and
at least 4 (four) days in a single month.
The Distributor agrees that he shall be keenly involved with the market and the
retailers and arrange a quarterly meeting with the retailers to create and
maintain a good business relationship.
6.1.7.
The
floor stock of the Distributor shall be 60% of the total market sales, failing
which the Company shall be able to take any kind of action as
it deems fit.
6.2.
Stock and
Inventory:
6.2.1.
The
Distributor agrees that it shall provide a storage space of 500 (five-hundred)
sq. ft. for the Products. The condition for the storage of the Products shall
be recommended by the Company. The Distributor shall store the Product(s) at
its own cost and risk without causing any impairment or effect as to the
quality or quantity of the Products and shall not willfully damage or cause any
form of adulteration of the Products. The Distributor agrees that the Company
shall only be responsible for the quality (i.e. pertaining to the manufacturing
defects) of the Products only.
6.2.2.
The
Distributor shall order the Product from the Company in accordance with the
requirements as laid down in the Inventory Policy of the same.
6.2.3.
In
the months except June to October, the minimum inventory shall include safe
inventory (i.e. 25% of every model’s sales volume of the preceding month).
6.2.4.
From
June to October, the minimum inventory shall include safe inventory, (i.e. the
amount of 50% of every model’s sales volume of the preceding month).
6.2.5.
The
Company reserves the right to check the stock of the Distributor
every month at any time.
7.
PRICE LIST.
7.1.
The
Company shall provide the Distributor with the wholesale and/or retail resale
price list for the Products (hereinafter referred to as ‘Price List’).
The Price List shall be subject to change on a monthly/weekly basis or as and
when required and solely determined by the Company.
7.2. The Distributor shall follow the reselling price (i.e. Retail Price and Dealer Price) structure fixed by the Company in the Price List. The Distributor shall resell the Products at the price quoted in the Price List.
7.3. If the Distributor does not sell the Products at the price quoted in the Price List, the Distributor shall be liable to pay a fine of 10 times of interests [i.e. (Retail Price - Dealer Price) *10* quantity of Products sold].
8.1.
The
Distributor shall make a Security Deposit of 1,00,000/- (One Lac Taka only) to
Company and in the Company authorized bank account. This amount shall be
redeemable by off-taking Products in case of discontinuance of the
distributorship without any interest subject to deduction/forfeiture in case of
violation of any terms and conditions of the Agreement or in case of
realization of any arrear, compensation, damages or penalty imposed by the Company.
8.2.
The
Company may direct the Distributor to deposit additional Security Deposit at
any time with prior notification to the Distributor during the tenure of the
Agreement. Where such additional Security Deposit is to be deposited by the
Distributor, the mode of payment shall be determined by the Company and the
Distributor shall be notified by the Company accordingly.
6.3.4.
All payment and transactions (in and out) under this Agreement which
includes but not limited to Credited Transaction/Transaction related to lifting
payment, shop opening deposit, receiving penalty, and deposits from OnePlus
such as deposits of incentive amount, returning shop deposit etc, shall only be
done through a Bank Account as time to time designated and communicated by
Company.
6.3.5.
In case the Company itself realizes and/or the Distributor for any good
reason faces difficulty in making payment through Banking Channel then the
Company may issue an authorization letter and therein empower an Official to
collect the payment in cash on Company’s behalf. However, the Distributor shall
at all times makes its best effort to make all the payments through Banking
Channel.
7. DELIVERY OF PRODUCTS.
9.
PENALTY.
9.1.
The
Distributor agrees that carrying out any unethical activities or activities
contrary to the policies of the Company or otherwise illegal or on receipt on
any complaint against them, the Distributor shall be penalized in the manner as
the Company deems fit and the Distributor shall abide by all such penalties.
These steps shall be preceding termination. In the event of imposing any
penalty by the Company, the same shall be done on a percentage point basis or a
fixed amount as deemed necessary and decided by the Company from time to
time.
9.2.
Where,
in the event of any kind of negligence by the Distributor, the Company is penalized
by any authority, the Distributor shall be liable to compensate the Company for
all losses arising as a result of such negligence.
10.
REGULAR
INVESTMENT AND EXTRA INVESTMENT ON FESTIVALS.
10.1.
As per the company policy of the
Company (hereinafter referred to as ‘Company Policy’), the Distributor
shall have 70% amount as investment on the purpose of lifting of the product.
10.2.
The
Distributor shall keep a stock balance in accordance with the Company Policy,
the amount of which may vary or change depending on the average sale of the
designated area of the Territory.
10.3.
The
Distributor agrees that it shall have extra investment during period of
festivals period (i.e. Eid-ul-Fitr, eid-ul-Adha, Durga Puja, New Year, Pohela
Boisakh, etc) as per the Company Policy.
11.
SUPPORT AND
RECOVERY
11.1.
The
Distributors of the retail shops shall provide due support to the retailers
after verification of the nature of the business of the same, as recommended by
the management of the Company. All forms of support may not be for a prolonged
period, however, it shall be for the smooth operation of the retail shop and
continuous flow of sales of the Products at the initial stage.
11.2.
The
management of the Company shall not be responsible for any type of credit
recovery. The Company may at its sole discretion, however, provide credit
support to any retailer after carefully analyzing particulars of the business
nature of the retailer.
12. PERMISSION TO USE THE MARK
12.1.
The
Company hereby grants a limited license
to the Distributor for the use of its trademarks, trade names, logos and such
identification (hereinafter referred to as ‘Marks’) only in connection with the
distribution of the Products, provided the Distributor complies with the terms
of this Agreement. The Distributor acknowledges that the Marks are a valuable
and important intellectual property right and are essential to the goodwill and
reputation of the Products. The Distributor further acknowledges the Company’s interest in the Marks and
agrees that it shall not claim any right to or title or interest thereto.
12.2.
The Distributor understands and acknowledges that
all Intellectual Property including but not limited to patents, trademarks,
designs, logos, brand names, other names associated with the brand name of OnePlus, service marks, trade names,
symbols, emblems, insignia, fascia, slogans, copyrights, know-how, information,
drawings, plans and other identifying marks, applications and rights to apply
for any of the foregoing, whether or not registered or capable of registration,
and all pending applications thereof in any part of the world, and all other
proprietary rights whatsoever owned by or available to OnePlus, adopted or designated now, or
at any time hereafter, by OnePlus for
use in relation with OnePlus’s Business belong solely to OnePlus.
12.3.
The Distributor warrants that it shall always obtain the Company’s prior written authorization to
use and display, or permit the use and display of, the Marks at any retail
outlet or use in any newspaper, periodical or any other publication.
12.4.
The Distributor shall follow all rules, regulations, standards, and
guidelines that the
Company establishes from time to time
relating to the use and display of the Marks in connection with the
distribution of the Products.
13.
OTHER OBLIGATIONS
OF THE DISTRIBUTOR.
13.1.
Requirements
for Manpower:
The Distributor shall have at least 1 (one) distribution manager and minimum 2
(two) Exclusive Sales Representative (hereinafter referred to as ‘ESR’) as per
requirement of the regional team of the Company. The Distributor shall appoint
the ESR who shall be controlled, monitored and guided by the regional
management team of the Company. The regional team of the Company shall provide
ESR route plan, sales guideline, training, assistance and monitoring, etc., as
required.
13.2.
Promotional
Activities:
The Distributor agrees that he shall, from time to time, arrange promotional
activities such as retailer lifting incentive offers, road show, retail meeting
programs, promotional lifting offers, etc. with the aim of promoting the
Products and increasing its sales. The Company may provide materials to the
Distributor in connection with carrying out all forms of promotional activities
under this Agreement. The Distributor agrees that such activities shall be diligently
carried out. Failure to conduct such activities without reasonable explanation
shall render the Company to undertake any action as they deem appropriate. The
Distributor agrees that in carrying out the promotional activities, it shall
ensure that the intellectual property rights (IPRs) of the Company are
protected at all times. The Company
reserves the right to have the promotional and/or advertising materials removed
or altered at any time if it is not to their satisfaction and in such
circumstances the distributor agrees to remove or alter the same. The Company
reserves the right to claim any compensation or payment in the event the
Distributor causes any form of damage to any promotional materials supplied by
the Company in relation to carrying out its obligations under this clause.
13.3.
Restriction
on Parallel Import or sale of counterfeit products: As per the
policy of the Company, it is highly restricted that Distributor shall not do
any form of Parallel Importation (hereinafter referred to as ‘PI’) or carry out
any business of selling counterfeit products and shall not further sell
Products of the Company to any retailer conducting PI businesses. If the
Distributor acts in breach of this clause, the Company shall have the right to
terminate this Agreement, with immediate effect.
14.
RELATIONSHIP
OF PARTIES.
The Distributor shall be an independent contractor and shall
not be deemed to be an employee, legal representative, dealer, general agent or
partner in a joint venture or similar relationship, of the Company for any purpose. Neither Party shall exercise
control over the business of the other Party. Irrespective of the nature of the
relationship, as is or to be determined by any competent authority, each party
shall be responsible for its own act and own negligence, obliged to indemnify
the other for any loss incurred to the other party through its action, omission
or negligence.
15.
REPRESENTATIONS AND WARRANTIES OF THE PARTIES. The
Parties hereby make the following representations, warranties and covenants:
15.1. The
Distributor is competent enough and has necessary logistics, skilled manpower,
storage facility and financial support and in order to carry out its
obligations under this Agreement.
15.2. The
Distributor shall maintain a modern office, warehouse with competent staff,
warehouse, transporting facilities according to the requirement of the Company.
15.3. The Distributor shall not solicit
customers, sell or provide Products and Services outside his Designated
Distribution Area.
15.4.
The Distributor undertakes to nominate,
operate, maintain and monitor, under the direction of OnePlus, such number of
retail points as instructed by OnePlus so as to ensure uniform coverage
throughout the Designated Distribution Area, for the entire duration of this
Agreement.
15.5.
The Distributor shall report to OnePlus any
irregularities committed by the Retail Point and other entity under the
supervision of Distributor under this Agreement and OnePlus may issue
instructions in light of such report which the Distributor shall be bound to
implement in the manner and time prescribed therein in such instruction.
15.6.
The Distributor shall ensure that its
personnel are paid their salaries, etc. for each month they work by the first 7
(seven) working days of the following month. The Distributor shall also ensure
that its personnel or employees are appointed, managed, and are otherwise in
full compliance with its obligations in accordance with the prevailing labour
laws of Bangladesh. For avoidance of doubt, the Distributor remains the
employer of such personnel at all times and shall indemnify and hold upay
harmless against any claim and/or liability from such personnel.
15.7.
The Distributor shall ensure Data Protection
at all times, and the Distributor is strictly prohibited from collecting, sale,
possession, or use of identity information of any person/agent, without the
lawful authorization/consent. For the purpose of this provision, “identity
information” is defined as any external, biological or physical information or
any other information which singly or jointly can identify a person or a
system, such as-name, photograph, address, date of birth, mother’s name,
father’s name, signature, national identity card, birth and death registration
number, finger print, passport number, bank account number, driving license,
e-TIN number, electronic or digital signature, username, credit or debt card
number, voice print, DNA profile, security related question or any other
identification which are available for advance technology.
15.8.
The Distributor shall be bound by all
instructions issued by OnePlus from time to time, and such instructions shall
be implemented by the Distributor as per the prescribed timeframe without
delay, with due diligence and to the satisfaction of OnePlus and/or its
authorized representative(s).
15.9. The
Distributor shall maintain a “the first purchased product be delivered at first
policy” inventory system to retain quality of the Product subject to
verification by the Company.
15.10. The
Distributor shall maintain a strong network and a computer which shall be
subject to verification by the Company.
15.11. The
Distributor shall be truthful and faithful in terms of all its dealings with
the Company and with the POS.
15.12. The
Parties hereby agree that financial incapacities and/or technical difficulties
of any Party, shall under no circumstances, be considered as a ‘force majeure’
event.
15.13. The
Parties have all rights, power and authority to enter into this Agreement.
Their performance of duties and obligations hereunder shall not violate any
independent or separate agreement to which the Parties separately act as
parties or by which they are otherwise bound.
15.14. Neither Party is subject to any pending or threatened
litigation or governmental action that could interfere with its performance of
this Agreement.
15.15. The
Parties shall adhere to all applicable laws of the land at all times.
15.16. The
representations and warranties in this clause shall be deemed to be repeated,
updated mutatis mutandis at each such date, on the date of each transaction
undertaken under the Agreement.
16.
TERM, RENEWAL,
AMENDMENT AND TERMINATION.
16.1.
This Agreement shall be valid for a
period of one year from its effective date, unless terminated earlier through
the application of termination provisions provided herein.
16.2.
This Agreement may be renewed by
providing prior written notice within 2 months of the end of the initial period
of this Agreement.
16.3.
This Agreement may be amended by
mutual consent of the Parties, and any such amendment shall be effective only
to the extent specifically set forth in such writing.
16.4.
Either Party may terminate this
Agreement for any reason whatsoever with 30 (thirty) days’ prior written
notice.
16.5.
Notwithstanding the provisions
contained in Clause 16.4 herein above, a Party shall be entitled forthwith to
terminate this Agreement by written notice to the other Party if:
16.5.1.
If the Distributor commits any
breach of any of the provisions of this Agreement or the Sales Policy,
procedures, any other manual, circular, policy or instructions issued by the
Company from time to time and, in the case of a breach capable of remedy, fails
to remedy the same within the time as instructed by the Company; or
16.5.2.
such other Party makes any voluntary
arrangement with its creditors or becomes subject to an administration order;
or
16.5.3.
an order of court is made to wind up
such other Party or to place it under judicial management, or a resolution is
passed by the members of such other Party for its winding up or liquidation; or
16.5.4.
such other Party ceases, or
threatens to cease, to carry on business or becomes insolvent; or
16.5.10.
A termination of this Agreement
pursuant to Clause 16.5 shall be considered to be a termination of this
Agreement due to default of the other Party and such termination shall be
without prejudice to any other rights or remedies a Party may have against the
other Party for such default.
16.6.
Any waiver by either Party of a
breach of any provision of this Agreement shall not be considered as a waiver
of any subsequent breach of the same or any other provision thereof. Failure to
exercise the right to terminate upon the first occurrence of or first awareness
of the existence of one of the conditions set forth in Clause 16.5 does not
constitute a waiver of the right to terminate this Agreement under Clause 16.5.
16.7.
If the Distributor commits a breach
of any of the terms and conditions of the Agreement or act in any way
prejudicial to the interests of the Company of which the Company shall be the
sole judge, the Company or the bank nominated by the Company may encash the
bank guarantee to realize all the dues payable by the bank nominated by the
Distributor to the Company.
16.8.
On termination of the Agreement in
accordance with Clause 16.5, howsoever occasioned, the Distributor shall
forthwith render complete account and pay the Company all money due and payable
by the Distributor under or by virtue of the terms and conditions of the
Agreement. Distributors not maintaining such standards as set by the Company
shall be given a warning first. In the event after the warning, if the
Distributor does not maintain the standards as set by the Company, the number
of areas assigned to him shall be reduced by the Company.
17.
INTELLECTUAL PROPERTY RIGHTS.
17.1.
Nothing in this
Agreement shall affect the ownership of intellectual property rights (which
term shall include but not be limited to: patents, trademarks, service marks,
database rights, registered designs, applications and rights to apply for any
of those rights, trade, business and company names, internet domain names and
email addresses and service marks, copyrights, database rights, rights in
software, know-how, rights in designs and inventions, and technology; rights
under licenses, consents, orders, statutes or otherwise in relation to a right
legally owned by each Party which now or in the future may subsist
(collectively “IPR”) of the Company thereto, including but not limited to any
IPR arising from activities carried out independently of the activities to be
undertaken under this Agreement.
17.2.
The Company shall have
the right to terminate this Agreement forthwith in the event the Distributor
infringes any right, title or interest of the aggrieved Party as to their
patents, trademarks, registered designs, copyright or other IPRs.
18.
INDEMNIFICATION.
Each Party (hereinafter referred to as ‘Indemnifying Party’)
shall indemnify, hold harmless and defend the other Party (hereinafter referred
to as ‘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, and (iv) infringement or violation
of any patent, copyright, trade secret, or other proprietary interest of any
third party.
19.
LIMITATION OF LIABILITY.
In no event
shall the Company be liable to the other for any special, indirect, exemplary
or consequential damages arising out of any act of the Distributor under this
Agreement.
20.
CONFIDENTIALITY.
20.1.
The
Distributor agrees not disclose orally, in writing, by electronic means or any
other form of communication, whether directly or indirectly, any Confidential
Information received from the Company and its Affiliates pursuant to this
Agreement (and during the negotiation thereof), except for information which:
20.1.1. are or have become a part of the public domain through no fault of or breach of this Agreement by that Party or its Affiliates;
20.1.2. have been
disclosed to that Party by any unaffiliated third party who has the right to
make such disclosure;
20.1.3. Are in the
possession of that Party as a written document prior to the disclosure by the
other Party; or
20.1.4. that Party
is required by law or regulation to disclose.
20.2.
The
Distributor shall use the Confidential Information solely and exclusively for carrying
out its obligations under this Agreement and for no other purpose whatsoever.
The Parties shall disclose Confidential Information, on a need-to-know basis,
to its directors, employees, professional advisors, sub-contractor, sub-agents,
sub-distributors, sub-representatives or other persons to act on its behalf or
to otherwise perform any of its obligations under this Agreement, who shall be
under the obligations of confidentiality set forth herein. "Employees"
shall mean any person who is employed by the Parties, including temporary or
contractual employees.
21.
FORCE MAJEURE.
21.1.
Neither Party shall be held liable for any
failure to perform any or part of their obligations under this Agreement that
is due to any cause or circumstance beyond the reasonable control of such
Party, including earthquakes, fire, accidents, floods, storms, epidemics,
pandemics, other Acts of God, riots, wars (declared or undeclared),
insurrection, rebellions, revolution or civil strike, piracy, civil war or
hostile action, general strike (i.e. hartal) for minimum 24 (twenty-four)
hours, lockouts or other labor disturbances (except for disputes relating
solely to the employees of the Company or the Distributor), national or
international emergencies, acts of the public enemy, rules and regulations of
any payment authorities having or asserting jurisdiction in the premises or any
other group, organization or informal association, government rules,
regulations, acts, orders, restrictions or requirements or any other cause or
circumstance beyond the reasonable control of such Party or without fault or
negligence of the Party affected by such force majeure. No such inability to
deliver or delay in delivery shall invalidate the remainder of this Agreement.
21.2.
Provided that the Party not able to perform
shall immediately notify the other Party as soon as the force majeure event
arises, informing the other Party of the event and the reasons of inability to
perform and about ways that were adopted to mitigate the effect of the event.
The Parties may mutually agree to renegotiate terms to accommodate the changed
circumstances. When any such event or combination of events has occurred, such
Party shall take all reasonable actions to overcome any cause that prevents,
hinders or delays performance of its obligations and to minimize its
consequences and shall insofar is practical continue to perform its obligations
hereunder. If the force majeure event continues for more than 30 (thirty) days,
the Parties may terminate this contract with shorter notice period.
22.
NOTICES.
Any notice or communication required
or permitted under this Agreement shall be sufficiently given in writing, duly
signed by the authorized representative and delivered in person, by registered
mail, via facsimile or electronically to the address as set forth herein below.
All correspondences shall be acknowledged by the Receiving Party without undue
delay.
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23.
COUNTERPARTS.
This
Agreement may be executed in any number of counterparts, each of which shall be
deemed an original, but all such counterparts shall together constitute one and
the same instrument.
24.
SEVERABILITY.
Any
provision of this Agreement which is prohibited or unenforceable in any
jurisdiction shall, as to such jurisdiction, be ineffective to the extent of
such prohibition or unenforceability without invalidating the remaining
portions hereof or affecting the validity or enforceability of such provision
in any other jurisdiction.
25.
GOVERNING LAW.
This
Agreement shall be governed by and construed in accordance with the laws of
Bangladesh.
26.
DISPUTE RESOLUTION.
If any question or difference or dispute regarding the terms of this Agreement shall arise between the parties which cannot be settled amicably, then, and in all such cases, the same shall be referred to competent courts of Bangladesh for resolution.
27.
ASSIGNMENT.
Neither Party shall assign, pledge
or otherwise transfer any of its rights, interest or obligations hereunder,
whether by operation of law or otherwise, without the prior express written
consent of the other Party.
28.
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
IN WITNESS WHEREOF this
Agreement has been executed by the Parties through their duly authorized representatives as of the
date set forth above.
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Sign of the First Party BENLI ELECTRONIC ENTERPRISE CO. LIMITED |
Sign of the concerned person
Sign of the Second Party SARKAR TELECOM |
|
Witnesses:
1.
……………………………………..
2.
……………………………………... |
Witnesses:
1. ………………………………………..
2. …………………………………… |
ANNEXURE
A:
Certification:
The under signed, certify that, to
the best of my knowledge and belief, the information below correctly describes
me, my business and existence in Bangladesh.
List
of information/documents to be provided (Proprietor):
Name of the
DISTRIBUTOR:________________________________________________
Name of
Owner/Proprietor:__________________________________________________
Date of Birth:_____________________________________________________________
Father`s
Name:___________________________________________________________
Mother`s
Name:__________________________________________________________
Present
Address:_________________________________________________________
Permanent
Address:_______________________________________________________
National Identification
No:___________________________________________________
TIN
No._____________________________________________________
Passport No:_____________________________________________________________
Bank Account
No:_________________________________________________________
Name of the Bank:
_________________________________________________________
Branch Name:
_________________________________________________________
Photograph of the Proprietor:
_______________________________________________
List
of information/documents to be provided (Partnership):
Name of the
DISTRIBUTOR:_______________________________
Deed of Partnership:_______________________________________
Registered Address:
_______________________________________
Trade License No.
_________________________________________
TIN
No._________________________________________________
BIN
No._________________________________________________
Name of
Partners:_________________________________
National ID of the Partners:
_________________________
Passport No. of the Partners:
_________________________
Bank Account
No:__________________________________________
Name of the Bank:___________________________________________
Branch Name:
_______________________________________________
Photograph of the Partners:
_____________________________________
List
of information/documents to be provided (Company):
Name of the DISTRIBUTOR:_______________________________
Incorporation Number:
____________________________________
Memorandum & Articles of
Association (MoA-AoA of the Company):______
Registered Address:
_______________________________________
Trade License No.
_________________________________________
TIN
No._________________________________________________
BIN
No._________________________________________________
Authorized
Representative:_________________________________
National ID of the Authorized
Representative: __________________
Passport of the Authorized
Representative: ______________________
Bank Account
No:__________________________________________
Name of the
Bank:___________________________________________
Branch Name:
_______________________________________________
Photograph of the Authorized
Representative: __________________________________________________
Specimen Signature (1):
Specimen Signature (2):
Specimen Signature (3):
ANNEXURE
B
Territory as follows: Ashulia Area
ANNEXURE
C
Security Deposit
A. This ANNEXURE C is being considered as a rider to this Agreement.
B.
Both
the Parties agree that, the Distributor shall furnish Bank Guarantee of Tk.
100,000/- (Taka One lac taka only) Only as security of performance under this
Agreement to the Company.
C. The Distributor agrees to provide further Bank Guarantees in favor of Company as per Company policy and such Guarantees shall be included in this ANNEXURE C. However, no interest or mark-up will accrue on such Guarantees held by Company. The Company shall return the Bank Guarantee to the Distributor within 60 (Sixty) days of expiry or termination of this Agreement or by enchasing the Guarantee refund the available amount to the Distributor after deductions/adjustments of all amounts due to OnePlus by the Distributor.
D. The Distributor agrees that OnePlus may encash the above mentioned Bank Guarantee in order to make necessary adjustments in full or in part for any of the following reasons without prior notification to the Distributor:
i.
To
adjust/set off any amount or compensation or damages owed to Company by the
Distributor, and/or
ii.
To
adjust/realize any loss, damage, cost, penalty, expense whatsoever that Company
may suffer or incur or that may arise from or in connection with the
performance by the Distributor of its obligations under this Agreement,
including but not limited to acts or omissions of the Distributor or Agent(s)
or its staffs.
E. The Company shall serve a clearance letter to the Distributor within 06 (Six) months of expiry or termination of this Agreement after deductions/adjustments from the Bank Guarantee of all amounts due to the Company by the Distributor.
The Arbitration clause is in accordance with Section 9
of the Arbitration Act 2001, but in practice, arbitration would not be suitable
under these circumstances considering the cost and delay. Also, given the
nature of the business, for OnePlus, claiming direct remedy from court would be
more appropriate remedy than arbitration.
We recommend permitting parties to claim directly to
the competent court having jurisdiction in Dhaka, Bangladesh.
