Distribution Agreement

DISTRIBUTION AGREEMENT
This DISTRIBUTION AGREEMENT (“Agreement”) is executed on this .…. day of

……… 2017 at Jaipur by and between:
1. PARTIES TO THIS AGREEMENT:
1.1 M/s Accuwin Pharma, a Partnership firm, having its registered office at
Mateshwari Complex, Shop No. 05, Gandhi Path, Lalarpura, Jaipur 302021
through its Parnters ________________ S/o ______ R/o ______________ aged
about ____ years (Name of Partner 1) & _________________ S/o ______ R/o
______________ aged about ____ years (Name of Partner 2) hereinafter referred to
as the “Firm” or ”Party of the First Part” in this Agreement, which expression shall
For M/s Accuwin Pharma For Indian Associates
Designated Partner Proprietor

unless the context otherwise requires include its successor(s) in interest, representative(s)
and permitted assign(s) of the FIRST PART.
AND
1.2 M/s Indian Associates, a proprietorship firm, having its registered office at 2nd
Floor, Duni House, Film Colony, Chaura Rasta, Jaipur, 302003, through its
Proprietor Mr. Nitin Virmani S/o _____________ R/o ______________________
aged about ____ years, hereinafter referred to as the “Super Stockist” or ”Party of
the Second Part” in this Agreement, which expression shall unless the context
otherwise requires include its successor(s) in interest, representative(s) and permitted
assign(s) of the SECOND PART.
The Party of the First Part and the Party of the Second Part are hereinafter individually
referred to as the “Party” with their respective part and collectively as the “Parties”.
2. WHEREAS
WHEREAS the Firm is engaged in the business of Advertising, Business

management, marketing, trading, wholesale trading, retail trading, distribution,
online marketing, online trading, promotional activities, online promotional
activities, franchisee stores regarding medicines, medicinal products,
pharmaceutical products, surgical items, food supplements, medicinal
preparations and has decided to appoint and approach the Party of the Second
Part as the sole selling agent for the whole of Rajasthan and the Party of the
Second Part has agreed to work as such; and
WHEREAS the Second Party has been appointed as a sole selling agent having
exclusive right to sell the medicines marketed by the Firm in whole of Rajasthan
and the Second Part will also have the right of first refusal to serve as the selling
agent of all additional medical products that the First Part may advertise or sell
in the future.
Therefore this Distribution Agreement is being entered on following terms and

conditions:

NOW THIS AGREEMENT WITNESSTH AND IT IS HEREBY AGREED AND
DECLARED BY AND BETWEEN THE PARTIES HERETO AS FOLLOWS:
3. The Party of the First Part hereby grants the right to the Second Part and the
Second Part hereby accepts from the First Part exclusive right to distribute the
medicines in the Territory of Rajasthan, upon and subject to all terms and
conditions set forth in this Agreement. The First Party further covenants and
agrees not to distribute, market or sell such Product to any Person within the
Territory.
4. TENURE: The initial term of this Agreement shall come into effect on the
Effective Date and, unless terminated earlier in accordance with the terms of this
Agreement, shall continue in full force and effect for a period of 5 years (the
“Initial Term”). Any further renewals thereafter shall be based on mutual
consent and as per the terms and conditions negotiated and agreed between the
parties and execution of a new Agreement.
5. SECURITY DEPOSIT: The Super Stockist has agreed to pay a total sum of Rs.
5,00,000/- (Rupees Five Lakhs only) to the Firm @12% p.a. interest payable
quarterly. The above said amount is paid to the Firm in such a way that Rs.
2,50,000/- has been paid by the Super Stockist on 21 st day of June, 2017 vide
Cheque No. _____ issued in favour of _________________. The next installment of
balance Rs. 2,50,000/- shall be paid to the Firm as mutually decided between the
parties. Further, the interest on Rs. 5,00,000/- shall become due and payable
within 7 days from the date of completion of the quarter calculated from the date
when the cheque was honoured.
6. The Second Party shall have the right to, at all times, maintain stock of a
minimum value of or equivalent to the amount of Security Deposit paid by the
Second Party. Further, it is clarified that the stock value will be calculated on the
value of the amount of Invoice raised towards the Second Party.
7. It is also agreed between the parties that the Second Party will be entitled to an
additional discount of 7% and the invoice shall be raised on the value calculated
after deduction of such discount. Provided that, the discount of 7% shall be given
by the First Part only till the sale reaches a monthly target of Rs. 10,00,000/-
(Rupees Ten Lakhs only). The discount shall be reduced to 5% on the sale of
more than Rs. 10,00,000/- (Rupees Ten Lakhs only) per month but less than Rs.

20,00,000/- (Rupees Twenty Lakhs only). Further, reduction of discount to 3%
subsequently on the sale of more than Rs. 20,00,000/- (Rupees Twenty Lakhs
only) or more per month.
8. PAYMENT: The payment, in respect to the purchase of products made by the

Second Party, will be made to the First Party completely on sale basis. Therefore,
the Second Part may transfer the funds through any mode of payment, at any
time soon after the sale that took place.
9. INDEMNIFICATION: The First Party shall assume full responsibility for and
shall indemnify and save the Second Party harmless from any damage, claim,
liability, loss or expense (including any legal costs) which the Second Party may
suffer or incur by reason of the Firm’s packaging, stocking, warehousing,
storage, use, sale and/or distribution of the Product.
Further, the risk of loss and damage to the Products shall stick to the First Party
till the Product being delivered by or on behalf of the Firm, its agent or transport
carrier, at Second Party’s warehouse, and thereafter the First Party shall not be
responsible for any loss or damage to the Product. It shall solely be the
responsibility of the Second Party to ensure that handling, warehousing and
transportation of the product are effected in such a manner so as not to have a
negative effect on the quality of the Product.
10. “Force Majeure” shall mean any event or combination of events or

circumstances beyond the control of a Party which cannot (a) by the exercise of
reasonable diligence, or (b) despite the adoption of reasonable precaution and/or
alternative measures be prevented or caused to be prevented, and which
materially and adversely affects a Party’s ability to perform obligations under
this Agreement including:
10.1.1 acts of God i.e. fire, draught, flood, earthquake, epidemics and other natural
disasters;
10.1.2 explosions or accidents, air crashes and shipwrecks;
10.1.3 strikes, lock-outs, civil disturbances, curfew etc.;
10.1.4 war or enemy action or terrorist action;
10.1.5 change in Law, Rules and Regulations, injunctions or stay granted by court of
law or interim order by Arbitrator;
10.1.6 non-availability of steel and / or cement or other building material or water
supply or electric power or like; or

10.1.7 any event or circumstances analogous to the foregoing which is beyond the
control of the parties.
11. ALTERNATE DISPUTE RESOLUTION: Any dispute, difference, controversy

or claim (“Dispute”) arising between the parties out of or in relation to or in
connection with this agreement, of the breach, termination, effect, validity,
interpretation or application of this agreement or as to their rights, duties or
liabilities there-under, or as to any act, matter or thing arising out of, consequent
to or in connection with this agreement, shall be settled by the parties by mutual
negotiations and agreement. If, for any reason, such dispute cannot be resolved
amicably by the parties, the same shall then be referred to and settled by way of
arbitration proceedings in accordance with the Arbitration and Conciliation Act,
1996 or any subsequent enactment or amendment thereto (the “Arbitration
Act”). Each of the parties shall appoint an arbitrator within 30 days of the receipt
by a party of the other party’s request to initiate arbitration. The two arbitrators
so appointed shall then jointly appoint a third arbitrator within 15 days of the
date of appointment of the second arbitrator, such third arbitrator shall act as the
chairman of the tribunal. Arbitrators not appointed within the time limit set forth
in the preceding sentence shall be appointed in accordance with the Arbitration
Act. The three arbitrators appointed in pursuance of this Clause shall be herein
referred to as “the Arbitrators” or “the Tribunal”. The decision of the
Arbitrators shall be final and binding upon the parties. The venue of arbitration
proceedings shall be Jaipur. The language of the arbitration and the award shall
be English. The cost of Arbitrators appointed and other cost of arbitration shall
be borne by the parties in agreed revenue sharing ratio.
12. STAMP DUTY & REGISTRATION: That the expenses of the registration and
stamp duty of this Agreement shall be borne by the both parties in equal ratio.
IN WITHESS WHEREOF both the parties put their hands and seal on the day date first
mentioned above in presence of following witnesses.
THE PARTIES HERETO SIGN IN THE PRESENCE OF

Shri _________________ Mr. Nitin Virmani
Party of the First Part Party of the Second Part
WITNESSES:
1. ________________________ 2. __________________________
________________________ __________________________

Distribution Agreement

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DISTRIBUTION AGREEMENT

This DISTRIBUTION AGREEMENT (“Agreement”) is executed on this .…. day of

1. PARTIES TO THIS AGREEMENT:

For M/s Accuwin Pharma For Indian Associates

Designated Partner Proprietor

WHEREAS the Firm is engaged in the business of Advertising, Business

Therefore this Distribution Agreement is being entered on following terms and

For M/s Accuwin Pharma For Indian Associates

Designated Partner Proprietor

For M/s Accuwin Pharma For Indian Associates

Designated Partner Proprietor

8. PAYMENT: The payment, in respect to the purchase of products made by the

10. “Force Majeure” shall mean any event or combination of events or

For M/s Accuwin Pharma For Indian Associates

Designated Partner Proprietor

11. ALTERNATE DISPUTE RESOLUTION: Any dispute, difference, controversy

THE PARTIES HERETO SIGN IN THE PRESENCE OF

For M/s Accuwin Pharma For Indian Associates

Designated Partner Proprietor

Party of the First Part Party of the Second Part

For M/s Accuwin Pharma For Indian Associates

Designated Partner Proprietor

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