yDISTRIBUTION AGREEMENT r
hthThis Distribution Agreement (the” Agreement”) is made on 16,May 2010: t
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
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.
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.
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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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
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
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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
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
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
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.
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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
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 distributor‟s 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: ______________
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Designation : Director Designation: ________ Date : Date:
Place : New Delhi Place: ________________
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