Distributorship Agreement Sample

DISTRIBUTORSHIP AGREEMENT

This Distributorship Agreement (hereinafter referred to as ‘Agreement’) is made and shall come into force on this 27th day of April 2024.

 BETWEEN

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

2.1.  The rights to the Distributor hereunder are granted for the territory  as described in ANNEXURE-B.

3.        

4.       The Distributor shall not sell or distribute any Product outside the assigned Territory. Where the Distributor violates this clause and sells the Products out of the designated Territory, at first instance, the Distributor shall be liable for a fine of 10 (ten) times the interests paid i.e. (Supply Price - Dealer Price) *10* quantity of Products sold). Where this clause is violated for the second time, fines shall be deducted directly from the Security Deposit paid by the Distributor. In the event that this clause is violated for the third time, it would be deemed as material breach of the Agreement and hence the Company would reserve the right to forthwith terminate this Agreement.

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.       SECURITY PAYMENT.

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.

 

9.     PAYMENT AND PROFITS.

9.1.  Payment:

9.1.1.        The Distributor shall pay, as advance, money for the purchases of the Products from the Company under the Agreement and such payment shall be made directly to a designated account in a bank as nominated by the Company. All such payments shall be made by TT (Telegraphic Transfer) or DD (Demand Draft) or in cash. The Company reserves the right to select the banks whose DD or TT shall be acceptable to it.

9.1.2.        The Distributor agrees that the Company may arrange any other procedure for payment and the same shall be accepted by the Distributor.

9.1.3.        The Parties shall be responsible for payment of their own taxes and VAT and any other charges imposed by the government as per the applicable laws of the land.

9.1.4.        In the event the Distributor fails to make payment as per the Agreement or Sales Policy laid down by the Company, the Company shall be at liberty to cease the supply of Products to the Distributor.

9.2.  Profits:

9.2.1.        The Distributor may obtain a percentage of the sale/retail price as profit, as per the policy of the Company.

9.2.2.        The Distributor shall further be eligible for incentives for fulfilling monthly/quarterly targets, as per the policy of the Company.

10.   6.3. Payment Procedure:

6.3.1.        The DISTRIBUTOR shall bear all risks in respect of any loss, theft, harm or damage to any cash received by the DISTRIBUTOR regardless of the reason for the same. Without prejudice to the generality of the aforesaid, in case any cash amounts, as tendered by the OnePlus Retail Point(s) of the DISTRIBUTOR, are not delivered to OnePlus or not deposited into the OnePlus’s Nominated Bank Account as required by the terms hereof, the DISTRIBUTOR shall be liable to make payment to OnePlus on demand of all such amounts.

11.    

6.3.2.        All tax, VAT and other financial and non-financial liabilities arising in connection with transactions or out of this Agreement pertaining to the DISTRIBUTOR shall be the responsibility of the DISTRIBUTOR.

12.    

6.3.3.        Upon payment of the Profit/Commission as per Company Policy, the DISTRIBUTOR in its letterhead or e-mail, whichever is convenient, within 7 (Seven) days of the receipt of the payment, shall provide a payment confirmation certificate to OnePlus. Failure to provide the necessary confirmation of such payment within the stipulated time shall be considered as a material breach under this Agreement and OnePlus shall be deemed to have paid such payment.

13.    

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.

7.1. The Distributor shall have the options to take delivery of the Products from any point of delivery (hereinafter referred to as ‘Delivery Point’), subject to the condition that the Company may reject to deliver the Products from any particular Delivery Point(s) and direct the Distributor to take delivery of the Products from other particular Delivery Points.

7.2. The Distributor shall arrange to take the Products by four-wheeler van/truck from the warehouse or any other Delivery Point, as required. Provided that the Distributor agrees that the mode of transportation shall be selected by the Company. A schedule for four wheeler van/truck loading shall be prepared by the Company and the Distributor shall ensure the availability of the four-wheeler van/truck in accordance with the same.

7.3. The Company shall ensure the quick loading onto the four-wheeler van/truck. The Company shall not be responsible for any kind of delay in commencing and completing loading of four-wheeler van/truck.

7.4. The Distributor shall deliver the Products to the point of sale [(non-exclusive, exclusive or otherwise) carrying and/or selling Products and, appointed by or tagged to the provisional Distributor by the Company] (hereinafter referred to as ‘POS’) within the time arranged by the Company and according to the order collected from the retail POS by the Company’s Sales Executive (hereinafter referred to as ‘POS Order’).

7.5. The Distributor shall be responsible for unloading and shall ensure to unload within the time specified by the Company where the Company delivers the Products. The Distributor shall be responsible for any charge whatsoever regarding unloading of Products. In the event of any delay in unloading of the Product, for reasons whatsoever, any demurrage paid to any authority or any third party and/or to the four-wheeler van/transport owner/contractor, shall be paid by Distributor. The Distributor shall further be responsible for any damage or loss of the Product during unloading of the same.

14.    

8.       TRANSFER OF OWNERSHIP AND TITLE.

8.1. The ownership and possession of the Products shall pass to the Distributor as and when the Products are handed over to the same at the Delivery Point.

8.2. All forms of risks for any damage and/or loss of Product/s caused thereafter shall pass to the Distributor and the Company shall not be liable for such loss/damage of the same.

8.3. Notwithstanding the provisions of transfer of ownership of the Product in this clause, the Distributor agrees that it shall not impair the quality or quantity of the Products and shall not willfully damage or cause any adulteration of the Products, even after the transfer of ownership and title pertaining to the same.

15.    

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

16.5.5.    If the Distributor adulterates the Product or tries to sell inferior quality product claiming it to be the Products of the Company or dissuades customers from buying the Products of the Company; or

16.5.6.    If the Distributor sells or distributes the Products of the Company outside the Territory; or

16.5.7.    If the Distributor fails to carry out its obligations under the Agreement; or

16.5.8.    If any act of the Distributor is detrimental to the interests of the Company of which the Company shall be the sole judge; or

16.5.9.    If the Distributor does not deliver the Products to the shops in accordance to the schedule given by the Company 3 (three) or over 3 (three) times in a month.

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.  

 

Company

 

Attention

:………………

Address

: ………………

Fax

: …………….....

Email

: ……………….

 

 

Attention

: ………………

Address

: ………………

Fax

: …………….....

Email

: ………………

 

 

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.


Sign of the concerned person

 

 

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.



Should specify the possible sanction/action if failed.

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.



{getProduct} $button={Download Now} $price={Free} $free={yes} $icon={download}


Post a Comment

Previous Next

نموذج الاتصال

Clicky