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DISTRIBUTION AGREEMENT

By Pamela Perry,2014-08-05 15:35
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DISTRIBUTION AGREEMENT

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    yDISTRIBUTION AGREEMENT r

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     hthThis Distribution Agreement (the” Agreement”) is made on 16,May 2010: t

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    BETWEEN: Longtel Technology Pvt.Ltd., a registered Company as per company‟s Act 1956, nunder Registrar of Company, Delhi, having its corporate office at vnd2162-64&2174-75,2 floor,lane no.61,Gurudwara Road,Naiwala (Opp.Post iOffice)Karol Bagh, New Delhi - 05. Hereinafter referred to as “ LONGTEL” , swhich expression shall unless repugnant to the context or meaning thereof iinclude its successors and assigns, of the ONE PART o

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    AND: Divyarth Healthcare Private Limited (the “Distributor) having its registered Coffice at 308, Krishna Apra Business Square, Netaji Subhash Place, New Delhi oHereinafter referred to as the „DISTRIBUTOR‟, which expression shall unless rrepugnant to the context or meaning thereof include its successors, assigns/ p

    oDirectors/ legal heirs and legal representatives, of the OTHER PART.

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    tWHEREAS Longtel Technology India Pvt. Ltd. has developed to be a high-tech enterprise

    iengaged in R&D,manufacturing and selling of electronics products.Our main products are mobile

    ophone with the register trade mark “LONGTEL”.Since our foundation we have taken „quality

    nmakes existing and cooperation comes from reputation;service gains marketing and development

    .comes from effect”.AND WHEREAS, the COMPANY intends to strengthen its distribution

     machinery in the region of North Inida.

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    0AND WHEREAS, the DISTRIBUTOR is an independent organization, which has knowledge of the

    0market in which the products will be sold as well as all other expertise and infrastructure

    2necessary to Stock and distribute such products from the COMPANY for selling them.

    . AND WHEREAS, the DISTRIBUTOR has approached the COMPANY and expressed its desire and Aintention to promote, sell the Company‟s Products, only within the area of to the best of its lability. l AND WHEREAS, COMPANY has agreed to grant DISTRIBUTORSHIP for Promotion, Sale of its rproducts (herein after referred to as the „Products‟, which is listed in the pricelist only within ithe area of North India (hereinafter referred to as 'the Territory'), upon the terms and conditions gcontained hereunder. h

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     Distributorship Agreement Page 1 of 6 Confidential P

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    NOW THESE PRESENTS WITNESSETH and the parties hereby agree as follows:

1. The Longtel Technology Pvt.Ltd. hereby appoints Divyarth Health Care Private

    Limited as Distributors for Regional. Divyarth Health Care Private Limited accepts

    such appointment as the DISTRIBUTOR of the products of the COMPANY.

2. DISTRIBUTOR will issue RTGS or T.T for every invoice at the time of indent .

    3. The Agreement shall be in force and will be valid for a period of one year from

    thth16,May,2010 to 16,Oct,2010, 2010 which is based upon the sales /receivable

    objective of company.

4. The DISTRIBUTOR agrees and undertakes to purchase the products of the COMPANY

    and store them in the Distributor‟s go-down for ultimate distribution to the micro

    distributors,Dealers, local retail stores, or End Customers as the case may be.

    5. DISTRIBUTOR shall have the liberty to appoint any number of micro distributors,

    dealers in his area with prior information to the COMPANY about appointing or

    terminating a distribution, dealership in his area of operation.

    6. The DISTRIBUTOR should have full-fledged Infrastructure for marketing the scheduled

    Products.

    7. The DISTRIBUTOR will promote and sell the scheduled products within the specified

    area as earmarked from time to time for business through its field force. The

    DISTRIBUTOR shall do prospecting, generate leads, give business plans including

    inventory positioning across the channel.

    8. Any direct enquiry to the company for Micro distribution gets cascaded to the

    respective distributor .

    9. DISTRIBUTOR shall desist from promoting and selling LONGTEL products on reputed

    online portals. Any exception shall be with full knowledge of the COMPANY.

    10. The Publicity, branding & promotional activity etc. will be carried out by the

    COMPANY from time to time.

    11. The DISTRIBUTOR shall submit bi weekly (on every Tuesday and Friday) reports to the

    COMPANY about the efforts made to popularize the products of the COMPANY. The

    DISTRIBUTOR shall submit bi weekly reports of the M I S reports outlining Micro

    distributor performance& Inventory positioning across the trade channels . The

    DISTRIBUTOR shall also submit bi weekly dealer-wise, model-wise sales report to the

    COMPANY.

    Distributorship Agreement Page 2 of 6 Confidential

    12. The DISTRIBUTOR shall inform the COMPANY of any infringement of the brand name,

    trade mark or patent rights of the COMPANY in any of the products in respect of which

    the agreement has been entered into and executed with the Company and take and

    permit to be taken all such actions as will be necessary to protect the right, title and

    interest of the COMPANY in the aforesaid products.

13. The Sales Targets will be provided to the DISTRIBUTOR from time to time by the

    COMPANY taking into consideration the market potential. The performance of the

    DISTRIBUTOR will be scrutinized from time to time by the COMPANY.

    14. This agreement is subject to the compliance's by both the parties of all rules,

    regulations and laws applicable to the agreement and the transactions as may be

    entered into by the COMPANY and/or DISTRIBUTOR.

    15. Price protection will be applicable only on the stocks billed to DISTRIBUTOR/dealers

    within a period of 90 days before the bill date. Price Protection will be based on the

    weekly stock reports sent by DISTRIBUTOR and verified by COMPANY. COMPANY will

    issue a credit note to the DISTRIBUTOR for the price protection within 15-21 days.

    16. Longtel will take care of retail branding and display the branding material provided by

    Longtel. Requirement of marketing activities will be done from Longtel, and you will

    execute whatever is being sanctioned by the Company .

    17. Service support will be provided by the company as per the term&conditions

    mentioned in the warranty card.Manufacturer warrants that products deliveried

    hereunder shall be of LONGTEL standard quality .All government stipulations,norm or

    other prescribed standards as stipulated by the govement or other regulator from

    time to time will be required to be met/fulfilled by the manufacturer,on applicability

    of ICNIRP norms,the manufacturer will ensure that the ICNIRP compliance has been

    made. The distributor is not liable for manufacturing defects,defective and faulty

    products.

    18. COMPANY will replace UNDER D O A as per the company policy .

    19. The DISTRIBUTOR will update Longtel with the dealer name and details and also

    will send the report every day for the sales during the day and the consolidated

    monthly report.

    20. PURCHASE ORDER:

    a. To purchase products, the DISTRIBUTOR shall issue purchase orders in the

    name of Longtel Technology Pvt. Ltd of the full value of the corresponding

    invoice.

    b. Delivery schedule as applicable from time to time would apply. The

    delivery schedule would be communicated and agreed for each order in its

    acceptance; or by any separate communication. If due to force majeure

    conditions e.g. war, riots, civil commotion‟s, disturbances, strikes, lockouts, Distributorship Agreement Page 3 of 6 Confidential

    failures or shortage or stoppage of labor, pilferage and thefts, famines,

    earthquakes, fire, storm, floods, explosions, changes in government levies or

    policies or restrictions, breakdown of machinery from whatsoever nature of

    description beyond its control the COMPANY is unable to supply any product

    ordered. Longtel shall not be liable for any loss/damage incurred by the

    DISTRIBUTOR due to the COMPANY‟s inability to supply the products for the

    reasons aforesaid, in any manner whatsoever.

    21. OWNERSHIP RIGHTS: The DISTRIBUTOR acknowledge that:

    a. The COMPANY exclusively owns all distribution rights to market the products

    in the said areas aforementioned.

    b. The DISTRIBUTOR will acquire no interest in the Company‟s trade/brand

    name by virtue of this agreement, or its affiliation with Longtel it‟s Associate

    & Principle companies. During the term of this agreement DISTRIBUTOR may

    indicate to the trade and to the public that the Company/Firm/he/she is an

    Authorized DISTRIBUTOR of Longtel and the Brands COMPANY offers

    with prior approval of the COMPANY.

    c. The DISTRIBUTOR shall report all infringement or illegal uses of the

    trademark and name of the COMPANY, shall assist the COMPANY in obtaining

    protection of such items in the DISTRIBUTOR segment, and acknowledges

    that only the COMPANY shall have the right to bring any action against such

    infringement. At the expiration or termination of this agreement the

    DISTRIBUTOR shall immediately discontinue the use of name, trade, logo of

    the COMPANY or combination of words, designs, or trade names that would

    indicate that the DISTRIBUTOR was or is a DISTRIBUTOR of the COMPANY.

    22. WAIVER OF CONSEQUENTIAL DAMAGES: In no event shall the COMPANY be liable to

    any person, firm or entity including but not limited to the DISTRIBUTOR or the end user

    for indirect, exemplary, punitive or consequential dames including but not limited to loss or profit arising under this agreement, arising from the possession or use of any product, arising from the loss of data or use, arising from any infringement or alleged infringement of trade mark or arising otherwise or even though the COMPANY was

    notified of the possibilities, likelihood or certainly that such damages would be incurred. The DISTRIBUTOR and users hereby waive such damages.

    23. CONFIDENTAILITY AND SECRECY: The DISTRIBUTOR hereby undertakes that it will not

    at any time divulge any information in relation to the COMPANY, COMPANY‟s

    business, method of carrying on business or confidential information, which are acquired and/or known by the DISTRIBUTOR during the course of dealing with

    COMPANY. The provision of this clause shall survive the termination, cancellation and expiration of this agreement.

    Distributorship Agreement Page 4 of 6 Confidential

    24. INDEMNITY:The DISTRIBUTOR shall indemnify the COMPANY against action loss,

    damages, cost, charges and expenses which may be taken against the COMPANY or

    suffered or incurred by the COMPANY as a consequence of or in connection with any

    default or breach of the terms or conditions or fraudulent acts or omission or

    misrepresentation made by the DISTRIBUTOR in the course of dealings with third

    parties.

    25. TEMINATION: Either the COMPANY or the DISTRIBUTOR may without cause terminate

    this agreement by a written notice to the other party of its intention so as to terminate

    by giving 2-month notice in writing. During such case COMPANY will pull back all the

    unsold stocks(in saleable condition) at the original billed price and will pay to the

    distributor for the same 7 days. If company fails to pay it amount that case @1.5%

    interest rate of same amount.Distributor may,unless notified otherwise in writing on or

    before the effective date of termination,sell its remaining inventory of the products

    after termination of this agreement.In the event that Distributor should elect not to

    sale its remaining inventory.Longtel shall repurchase distributors inventory at the

    original billed price and will pay to the distributor for the same within 7 days.In case of

    delay the payment,Longtel shall be liable to pay interest at the rate of 1.5% per month

    on the outstanding amount.

    26. JURISDICTION: Any dispute or claim arising out of,in relation to, or in connection with

    this agreement or the interpretation,making,performance,breach,or termination

    thereof,shall be finally settled by arbitrator appointed by each party and both parties

    will appoint a thirt arbitrator in accordance with said Rules of arbitrator of India

    Council of arbitrator (ICA).The arbitration shall be held in English language.

    Courts at Delhi have jurisdiction in respect of claims

    Both the parties referred above have agreed to abide by the terms and conditions.

Accepted on behalf of Accepted on behalf of

    COMPANY Longtel Technology Pvt. Ltd. DISTRIBUTOR ____________

    Authorized Signatory Authorized Signatory

    Name : ZHIPENG Qiu Name: ______________

    Distributorship Agreement Page 5 of 6 Confidential

    Designation : Director Designation: ________ Date : Date:

    Place : New Delhi Place: ________________

Distributorship Agreement Page 6 of 6 Confidential

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