This Sales Agency Agreement (the “Agreement”) is entered into on [Date], between the undersigned representatives of:
Party A: [Legal Name of Party A] [Address of Party A] [City, State, Zip Code] [Representative Name and Position] [Email Address] [Contact Number]
Party B: [Legal Name of Party B] [Address of Party B] [City, State, Zip Code] [Representative Name and Position] [Email Address] [Contact Number]
(hereinafter referred to as “Party B”).
Article 1: Scope of Agency
1.1 Party A undertakes to develop legal agency activities on behalf of Party B in the contractual territory of India, with the aim of fostering business relations. Party A is tasked with promoting and facilitating the sale of Party B’s product range, encompassing [Specify the types of products], and providing support for all related facilities in India.
1.2 Within the contractual territory, Party B retains the right to engage in direct business transactions related to the contractual subject. However, Party B agrees to provide Party A with copies of all such direct dealings for local support.
1.3 Party A will engage in discussions with local suppliers, partners, and explore long-term business opportunities and service agencies on behalf of Party B. Any such associations will be finalized only with the explicit clearance from Party B.
1.4 Party A will assist Party B in locating local partners for technology transfer, assembling support, technical assistance, and undertake marketing planning to enhance Party B’s business activities.
1.5 Party B grants authority to Party A to represent itself as an Authorized Representative/Agent in India for Party B, specifically for the products they deal in.
Article 2: Duties of Party A
Party A shall exercise its agent’s activities with professional care and shall:
- Promote Party B’s products through their business-to-business portal to regular clients and registered buyers regularly.
- Ensure sales growth and increase volume in accordance with Party B’s instructions.
- Mediate business transactions only with clients of good reputation, ensuring the fulfillment of obligations, and regularly inform Party B about the economic and property situation of clients.
- Provide regular marketing analyses and information on the contractual subject to Party B and inform them of potential sales opportunities.
- Assist Party B’s staff during visits to the contractual territory by arranging meetings, presentations, and participation in exhibitions to promote Party B’s products.
- Inform Party B of all circumstances that might influence sales and supply recommendations to overcome obstacles and difficulties in the contractual territory.
- Introduce Party B to experienced local manufacturers and/or contractors when necessary, enhancing Party B’s competitiveness through the utilization of local resources.
- Maintain confidentiality regarding information received in relation to fulfilling this agreement, unless such information is intended by Party B to be passed on to clients.
Article 3: Authority of Party A
Party A is not entitled to make any legal actions on behalf of Party B without written special full power, especially signing contracts or approving damage claims.
Article 4: Obligations of Party B
4.1 Party B will supply Party A with sufficient product information, technical details, and the company brochure/product brochure for effective promotion.
4.2 Party B will cover all promotional costs, bidding costs, etc., in case Party A agrees to participate in the bidding process.
4.3 Party A agrees to cooperate with Party B in publicizing and promoting the subject of the agreement and assist Party B during participation in fairs and exhibitions in the contractual territory.
4.4 Party A will take full care of the publicity material received from Party B, ensuring efficient distribution and preventing misuse by competitors.
4.5 Party B will furnish quotes (prices) with a minimum of 3 months validity along with relevant details, and any changes to terms and conditions will be communicated well in advance to Party A.
Article 5: Financial Arrangements
5.1 Each party will bear its own postage, telegraph, and other expenses resulting from this agreement.
5.2 If required by regulations in the contractual territory, the agent (Party A) is obligated to register this agreement at its cost. After the contract’s expiration, Party A is responsible for deleting the agreement from the register files and informing Party B. Party A is also responsible for adhering to legal rules and regulations in the contractual territory during its agency activities.
5.3 This agreement does not establish an employment relationship for Party A.
5.4 Party A is not permitted to register the firm’s name of Party B, even after the cancellation of this agreement.
5.5 Party A is prohibited from assigning its rights under this agreement to a third party but is authorized to appoint a consultant if necessary to assist with the promotion of Party B’s product range in the contractual territory.
Article 6: Commission and Payments
6.1 Party A agrees to work on a commission basis, payable upon successful business transactions. The commission percentage will be determined based on the contract price through mutual discussion before quoting prices to clients.
6.2 Party B agrees to pay certain promotional costs to Party A, subject to justification for such advance requirements to promote Party B’s products in the Indian Territory.
6.3 For long-term contracts or contracts with regular payments, an agreed-upon payment for commissions from received payments will be decided between Party A and Party B.
6.4 The commission will be paid by Party B within 30 days of receiving payment from the client. Payment will be made to the bank account provided by Party A in writing or through an alternative payment method agreed upon by both parties.
6.5 The commission covers all claims of the agent (Party A) connected with its mediation work. Any additional expenses required will be decided at the time of contract finalization and included in the commission.
Article 7: Term and Termination
7.1 This agreement is valid for a period of 3 years and can be prolonged by mutual agreement.
7.2 Either party may terminate this agreement before the agreed-upon time in case of mutual agreement or due to the loss of a trade license, bankruptcy declaration, compounding procedure, or the inability to realize the agreement through mediation. Termination notices shall be sent by registered letter to the last known address of the other party.
Article 8: Governing Law
The relations resulting from this contract, including questions of its validity or invalidity, are governed by Indian law.
Article 9: Dispute Resolution
All disputes arising from this agreement shall be settled amicably in the first instance. If the parties do not reach an accord through friendly discussion, all disputes shall be referred to three arbitrators appointed in accordance with the Rules of Arbitration Court of India. Both parties undertake to abide by the award of such arbitration as final.
This agreement is made in 2 copies for each party in the English language.
For Party A:
[Authorized Signatory] [Director] [XYZ.com,]
For Party B:
[Authorized Signatory] [Director] [Legal Name of Party B]