AN AGREEMENT  made on this……… of ………….BETWEEN ……………………company, manufacturers  of……………(hereinafter called the manufacturers) of the one part AND……………..(hereinafter called the sole agent) of the other part.

WHEREAS the manufacturers  are engaged in the manufacture of ……………..and are  desirous  of appointing  a sole  selling  agent for the sale of the same.

AND WHEREAS the sole agent has approached  the manufacturers   for appointment  as the sole  selling agent for…………goods of the manufacturers  and is willing  to perform the duties as such.


(1)           The manufacturers  appoint…………as the sole selling agent for the goods  manufactured by them for the area comprising……The sole agent shall have exclusive right to sell the goods  of the manufacturers in the afore-mentioned area.

(2)           This appointment is being made by the Board of Directors subject to the condition that  the appointment shall  cease  to be valid if it is not  approved by the company in the first general  meeting held after  the date of this appointment (Approval by the company in the first  general meeting held after the date of appointment is mandatory under section 294 (2) of the Companies Act, 1956.

(3)           This appointment shall last for a period of five years computed from the date of this agreement. It may, however, be  extended for further  periods not exceeding five years  on each occasion. (Under section 294 (1) of  the Companies Act, 1956, no company shall appoint  a sole selling  agent for a term exceeding five years at a time.)

(4)           The manufacturers  undertake  not to sell their goods in retail below the following prices.

(5)           The sole agent shall not  sell the goods  in retail below the prices mentioned under CI. 4 of the agreement.

(6)           The following prices, based  on present market quotations, shall be  payable the sole agent to the manufacturers.

(7)           For the first  year the prices mentioned  in CI.6  shall be  binding on the parties. Thereafter the prices shall be liable to increase or decrease according to fluctuation in market quotations.

(8)           The sole agent  shall   be entitled  to a commission of 3-1/2 per cent. Onm  the sale  price of the goods.

(9)           The sole  agent shall have  20 days  credit  for payment of price of goods after receipt of goods.

(10)         The manufacturers shall not effect direct sales of goods within the area mentioned in CI. (1). All inquiries, orders and correspondence which the manufacturers receive in relation to that area shall be  forwarded to the sole agent to be dealt with.

(11)         The sole agent  may appoint  sub-agents and representatives for the area covered by the sole agency. The manufacturers shall not enter into any correspondence or dealings, direct or indirect, with them.

(12)         The manufacturers agree to execute the orders placed by the sole agent so far as the goods available with them permit.  Neither do the manufacturers  guarantee minimum supply of goods  to the sole agent nor is the latter bound  to place order  for any minimum quantity of goods.

(13)         In case the terms of this appointment are varied by the Central Government in exercise of its power under section 294 (5) ©, Companies Act, 1956, this  appointment shall, as from the date as may be specified by the Central Government in its order of variation of terms, be regulated  by the terms  and conditions as varied  by the Central Government.

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


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