This agreement is executed digitally on the date of final submission distributorship form.
By and between
‘ANANDA DAIRY LIMITED’ a Company duly incorporated under the Companies Act having its registered office at 41 – 42, PANDAV NAGAR, NEW DELHI – 110 008 (Hereinafter referred to as “ANANDA” which expression shall, unless repugnant to the context or meaning thereof, include its’ sister concerns, group companies, the successors in interest and assigns) party of the FIRST PART,
‘You’ [The Register name on the form] i.e. the DISTRIBUTOR’, details of which mentioned/filled in the distributorship form (which shall be part and parcel of the agreement), hereinafter referred to as “You”/”DISTRIBUTER” which expression shall, unless repugnant to the context or meaning thereof, include the successors in interest and assigns, Party of the SECOND PART,
The Party of The First Part and Party of the Second part will collectively be referred to as “PARTIES”.
WHEREAS ANANDA is well known business house of INDIA, engaged in the business of Milk and Milk products including Ghee for past more than decades under the marks GOPALJEE, ANANDA and its variants.
WHEREAS, you are desirous to become distributer for the sales of ANANDA Ghee and other ANANDA Products, to which ANANDA happily agreed to.
Now therefore it is agreed by and between the parties to enter into the present agreement on the terms and condition set forth as follows:
- After successful filling of online distributorship form by you and successful allotment of SAP code thereafter to you by ANANDA, You shall become the ANANDA authorised distributer.
- You shall buy the ANANDA Ghee and other ANANDA Products by placing the demand through “AD Partner App”.
- You shall maintain the required temperature (cold chain) to keep the products safe and consumable.
- The products sold to you by ANANDA shall not be returned in any circumstances except the manufacturing defects.
- ANANDA shall deliver the product only after fulfilment of minimum demand order as set out in the online distributorship form.
- ANANDA shall have full right to verify the documents/details uploaded/provided by you, And in case in any misinformation or concealment in this regard is found, ANANDA reserves the right to terminate the agreement forthwith. Further ANANDA can also claim damages for the losses occurred to it due to your act/s and/or due to any other act of yours, which is detrimental to the image of ANANDA, its sister concerns or group companies.
- ANANDA may at any time amend the conditions by duly notifying you through email, message or by any other means.
- ANANDA would sell/distribute its products to you upon getting advance payment from you. To make the payment against the products, you shall have to recharge your wallet of ‘AD Partner App’.
- Complaints regarding products shall be managed by Ananda Customer relationship management (CRM), however if any defect other than manufacturing defect is found, ANANDA may ask you to compensate the consumer.
- This agreement shall be remained in force unless terminated or SAP code is closed by ANANDA. However the Indemnification clause will survive even after termination.
- In case of any breach of the term/s of this agreement by you, ANANDA may terminate the agreement with immediate effect, however, the breach is of such nature that it can be cured by you in view of ANANDA, it may serve a Notice requiring you to rectify the breach. If breach is cured by you upon receipt of the Notice, you are required to get a letter from ANANDA that the breach is cured. In case if you do not rectify the breach to the satisfaction of ANANDA within 15 days of the receipt of Notice, the SAP code can be closed or the agreement can be terminated by ANANDA with immediate effect.
- INTELLECTUAL PROPERTY RIGHTS (IPRs)
- Entering into this agreement do not in manner akin to transfer of any Intellectual Property Rights belonging to ANANDA over the Marks, Copyrights, Designs, Patents, knowhow etc. to you. Ananda shall remain the sole owner of the Intellectual Property Rights.
- If any Intellectual Property is being created in course of this agreement, the same shall be the exclusive property of ANANDA and you shall not claim any right whatsoever over the same at any time during the agreement and thereafter.
- You shall sell the ANANDA Ghee and ANANDA products to consumer/retailer and shall not stock the products.
- You shall obtain all the necessary licenses and/or permission/s as may be required for the selling/ reselling of the products from the local body/ies, Government/s (state and/or union) including but not limited to FSSAI compliances and registration/s. ANANDA shall not be held liable and kept indemnified in case if anytime you are found to be at fault in obtaining any such license/s.
- You shall be responsible for storage and keeping of Products as per required Temperature.
- You shall also be responsible for the records keeping related to delivery of products.
- You shall buy the products from the ANANDA at price fixed by ANANDA from time to time which shall be lower than M.R.P., the difference amount shall be your profit. However you shall not change/modify/alter the M.R.P mentioned on the products in any circumstances. Further you shall not sell the ANANDA products at the price higher than M.R.P.
- You shall indemnify ANANDA against any loss, harm, which may occur due to you act during the term and thereafter.
- You shall also indemnify ANANDA, if fail to comply any law/Rule and/or bylaws as may be required to be followed by it for the selling or reselling of products.
- CONFIDENTIAL INFORMATION/S:
- You shall not use or disclose, other than for the sole purpose of performing the Services, any Confidential Information of ANANDA or to any of its affiliates or associates disclosed to you by ANANDA or by any of ANANDA’s affiliates or associates or which you may otherwise acquire. The term “Confidential Information” shall mean non-public information and items that ANANDA designates as being confidential, or which under the circumstances of disclosure ought to be treated as confidential, which shall include without limitation the following in any form:
(a) the terms and conditions of the agreement,
(b) Services under this agreement,
(c) ANANDA’s business policies and practices,
(d) proprietary information of ANANDA, including customer and supplier lists,
(e) personal identification information, and
(f) transactional or sales information.
- You understand and acknowledge that the Confidential Information of ANANDA which is disclosed to or acquired by you as contemplated by is secret and confidential unless:
- It is already in the public domain at the time of disclosure; comes into the public domain other than as a result of a wrongful act or omission on your part or any one or more of the your employee(s);
- It is disclosed to you by a third party in circumstances which do not involve a breach of any obligation of confidentiality owed to ANANDA or to any of ANANDA’s related affiliates.
- You shall, on request from ANANDA and, in any event, on the expiry of the Term or earlier termination thereof, return to ANANDA all documents, notes and other materials obtained directly or indirectly from ANANDA or any of ANANDA’s affiliates, or prepared by or for or on behalf of you, which contain secret and confidential information belonging to ANANDA or any of ANANDA’s affiliates, including all copies of such documents, notes and other materials and all equipment’s / instruments, if any, provided by ANANDA.
- Except the payments of money, the Parties shall not be liable for default or non-performance of the obligations under this agreement, if such default or non-performance of the obligations under this agreement is caused by occurrences of Force Majeure Event. In the event of occurrence any Force Majeure Event, you shall notify ANANDA in writing of such circumstances and the cause thereof immediately within five (5) days of occurrence of the Force Majeure Event and you shall continue to discharge its obligations under this agreement as far as reasonably possible. In such case, the time for performance shall be extended by a period not less than the duration of such delay. If the duration of delay continues beyond a period of one (1) month, ANANDA shall have a right to terminate this agreement or stop/close your SAP code. For the purpose of this agreement, the phrase “Force Majeure Event” shall mean acts of God i.e. fire, draught, flood, earthquake, epidemics and other natural disasters, explosions, air crashes and shipwrecks; curfew; war or enemy action or terrorist action.
- In the event that any dispute arises between the Parties in connection with this agreement, the construction of any provision of this agreement or the rights, duties or liabilities of the Parties hereto under this agreement, the Parties shall conduct negotiations in good faith to solve such dispute. If mutual resolution cannot be reached within thirty (30) days after the commencement of such negotiations, either of the Parties shall be free to refer such dispute to arbitration under the Arbitration and Conciliation Act, 1996 by single arbitrator who shall be appointed by ANANDA. The venue of arbitration shall be at Delhi. The arbitration proceedings shall be conducted in English. The cost of arbitration shall be equally borne by the Parties. Any award made in such arbitration shall be final and binding on the Parties.
- The Courts of Delhi shall have exclusive jurisdiction over the dispute arises out of this agreement.
- In case any part of the agreement will be held illegal and or not enforceable under any laws of land, remaining part of the agreement shall be fully enforceable without having any effect over the non-enforceable clauses.
- No waiver of any default of the yours hereunder shall be implied from any omission to take any action on account of such default, if such default persists or is repeated and no express waiver shall affect any default other than the default specified in the express waiver and that only for the time and to the extent therein stated. One or more waiver by you shall not be construed as a waiver of a subsequent breach of the same covenant, term or condition.
- You shall not at any point during the term, engage/associate yourself directly or indirectly either in the form of distributer or any other form with any competitive player i.e. the person or entity in the dairy business.
Please read the terms and conditions of the agreement carefully, by ticking the check it shall be understood that you have read all the terms & Conditions and understood it into your vernacular language, in furtherance this agreement shall be deemed to be signed and you are agree to bound by these terms and conditions and ANANDA policies.