mda draft wstkn
TRANSCRIPT
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This AGREEMENT is made and entered into at Kolkata on this 14th day of March 2012.
BY AND BETWEEN
GEE PEE INFOTECH PVT LTD, a company incorporated under the Companies Act, 1956
and having its registered office at 34/1Q, Ballygunge Circular Road, Kolkata-700019,
hereinafter referred to as the COMPANY (which expression shall mean and include its
successors in interest and assigns) of the ONE PART;
AND
, a proprietorship firm having its principal place of business at
..and represented herein through its Proprietor
., son of .residing at
.and hereinafter referred to as the MASTER
DISTRIBUTOR (which expression shall mean and include its successors in interest and
assigns) of the SECOND PART:
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The parties hereto are collectively known as "the Parties" and individually as the "Party.
W H E R E A S :
(i) The Company through its group company M/s Enhanced Messaging Solutions
Private Limited holds the PAN India 26 Circle license for distribution of
Electronic PIN Recharge of BSNL. M/s Enhanced Messaging Solutions Private
Limited has delegated their job of distribution of Electronic PIN Recharge of
BSNL for PAN India 26 Circle to the Company i.e. GEE PEE Infotech Pvt. Ltd.
and the Company is fully entitled to distribute Electronic PIN Recharge of
BSNL for PAN India 26 Circle on behalf of M/s Enhanced Messaging Solutions
Private Limited.
(ii) The Master Distributor possesses or is in a position to create necessary infra
structure for distribution of Electronic PIN Recharge and allied telecommunication
services and is interested in such distribution on nonexclusive basis in the parts ofstate of .being . and its surrounding
up countries.
(iii) The company agrees to appoint ..as its Master Distributor of
Electronic PIN Recharge of BSNL on nonexclusive basis in the parts of state of
..being in accordance with these terms and
conditions.
NOW, THEREFORE, THIS AGREEMENT WITNESSETH AND IT IS HEREBY AGREED
by and between the parties hereto as follows:-
1. The Company hereby agrees and specifies that the Master Distributor shall manage
and operate the distribution of Electronic PIN Recharge on nonexclusive basis in the
parts of state being .and its surrounding up
countries .
2. The Master Distributor shall maintain a suitable distributors channel for distribution
to the Retail Outlet(s). The Master Distributor shall use its best efforts to actively
provide effective services in the interest of BSNL and its Subscribers.
3. From time to time Company shall, in consultation with the Master Distributor set
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minimum Electronic PIN Recharge targets taking into account the market
development and potential and other relevant factors. The achievement of these
Electronic PIN recharge targets by the Company is a material obligation under thisAgreement.
4. The Company will supply the Master Distributor the Electronic PIN Recharge according
to their market requirement arising from time to time and the Master Distributor also
agrees to pay the price of the same in advance.
5. The Master Distributors in turn shall supply its Distributors Electronic PIN Recharge
in accordance with their market requirement and will bill their distributors keeping not
more than 1% profit for themselves.
6. If in the opinion of Company, the Master Distributor at any point of time is not
adequately meeting the Electronic PIN Recharge targets, then without prejudice to
any of its other rights under this Agreement, the Company may at its option vary
this Agreement, so as to reduce, modify, and suspend the periodic Electronic PIN
Recharge allocations, and/or assignments of the Master Distributor.
7. The Master Distributor shall as stipulated by Company, keep a proper record of the
distribution and shall furnish at periodic intervals, the performance details in the
formats prescribed by Company.
8. The Master Distributor shall install and maintain telephone connection(s),
Computer, E-Mail, and such other equipments/ facilities as deemed fit and mutually
agreed by Company and intimated to the Master Distributor from time to time, for
the efficient performance of its obligations under this Agreement.
9. The Master Distributor shall sell the products in price as stipulated by the Company.
Non adherence of such clause by the Master Distributor shall not be endured by the
Company under any circumstances.
10. The Company would provide training to the Master Distributors staffs, if required.
11. The Master Distributor shall not assign or purport to assign the benefit of this
agreement without the prior consent in writing of the Company.
12. The Company and the Master Distributor agree to indemnify and hold harmless
each other for and against any liability or responsibility for any matter for which
each is responsible under this Agreement, and from and against any losses, claims
or expenses or any kind or whatsoever, arising directly or indirectly out of or in
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connection with any failure of either which is the result of any act or omission over
which either has reasonable control.
13. The agreement is solely based on mutual trust, faith and transparent relationship so
it is understood and agreed between the parties that during the continuation of this
agreement the parties shall share all relevant business related information with each
other in order to maintain a translucent relationship and avoid misunderstanding.
14. This Agreement shall come into force on the date when Parties are executing the same in
writing with authorized signature and this Agreement subsist for a minimum term of one
calendar year. Parties may terminate the agreement by giving one month notice to each
other prior to that or may renew the agreement on same terms or modified terms as may be
mutually agreed by parties
15. Parties may terminate this Agreement forthwith in the event the other party shall become
bankrupt or go into liquidation, or become insolvent, or cease trading for any reason, or
have a Receiver or Administrator of its assets appointed, or suffer any similar action in
any jurisdiction.
16. Neither Party shall be responsible for any failure or delay in performance of its
obligations under this Agreement due to any force majeure event such as, but not limited
to, an Act of God, like weather of exceptional severity, refusal of license (other than as a
result of any act or omission of a Party) or other Government act or omission, any act or
omission of the Highways Authorities or other competent authority, war, military
operations, riot, fire, explosion, accident, lightening damage, electromagnetic
interference, radio interference, strikes, industrial dispute, lockouts, the act or omission of
any party for whom a Party is not responsible or any other cause beyond its reasonable
control.
17. This Agreement shall constitute the entire agreement between the parties in respect of
subject matter of the Orders and any other terms, conditions, performance criteria,
guarantees, trade practice, custom or prior representation shall be of no effect unless
expressly incorporated herein.
18. The terms and conditions of this Agreement may only be varied in writing signed by
Parties.
19. Any dispute arising under, out of, or in connection with, or in relation to this
Agreement or any breach thereof, shall be determined and settled by arbitration
under the Arbitration and Conciliation Act, 1996.All proceedings shall be held in
Calcutta at a mutually agreed place before the Arbitration Tribunal which shall
consist of three arbitrators, one each to be appointed by each of the parties herein
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and the two arbitrators so appointed shall appoint the third arbitrator.
20. This Agreement shall be subject to the exclusive jurisdiction of the Kolkata courts.
IN WITNESS WHEREOF the abovementioned THE COMPANY and THE
MASTER DISTRIBUTOR have set their hands hereunto this of
2012 at Kolkata.
SIGNED and agreed on behalf of
COMPANY
NAME
SIGNATURE
DATE
WITNESS
1.
SIGNED and agreed on behalf of
MASTER DISTRIBUTOR
NAME
SIGNATURE
DATE
WITNESS
1.
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