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General Terms of Appointment of District level Marketing Distributorship of products
manufactured by Dlog Technologies,
Chennai, India.
(Wef 28 4 25)
This is the General Terms of
Appointment of District Distributors: By and Between Dlog Technologies,
situated at New No.21, Thambaiah Road Extn., West Mambalam, Chennai 600 033,
manufacturers of Panchgavya (shortly PG), represented by its Sole Proprietor
Mr.R.Chandramouliswaran, hereinafter referred to as Manufacturer shortly MFR,
And
M/S ……………………………………….., situate
at …………. ……….. ……………. …………. ………….. ………………. ……………. ……….. …………….
……………. ………….. ……… ………………….., a ………………….concern, represented by its ………………
Mr. ………………. ……………… here in after referred to as District Marketing Distributor
shortly DMD on the other part. and
WHEREAS, the MFR is engaged in
manufacture of Panchgavay Organic Manure, Cow Milk Booster Concentrate (DFACCDP
400mg) and Dsalt 5grams and is interested in appointing District level
Marketing Distributors (DMDs), all over India,
WHEREAS the DMD has approached
the MFR and has expressed his/their consent to act as District Marketing
Distributor in ............................... State, The general Terms of
Appointment of DMD is given below:
1. That the DMD is hereby
appointed DMD for …………… District, in
....................... State in India for a period of 3 years from the date
hereof on the general terms set forth hereunder. This term may be extended for
further periods by mutual consent but for a tenure of 2 years only at each such
extension.
2. The DMD in general agree
not to promote in competitive products or similar products or duplicate
products, during the tenure of this appointment.
3. The DMD agree to appoint as
many Taluka level Distributors or village level Dealers, as possible for covering 75% of farmers
with in his District within a period of one year from signing of this agreement
and arrange for promotion of sales of goods covered by this agreement, by
appointing Dealer outlets in all Panchayaths and major and minor towns in the District
under him.
4. The DMD agree to ensure
that goods covered by this agreement are sold at retail outlets at prices not
exceeding the MRP fixed by the MFR.
5. The DMD agree to abide by
the directions given by MFR in writing as to policies of MFR as to pricing and
marketing policies envisaged by the MFR.
6. The DMD agree to bear all
marketing, distributing expenses other than mass media advertising and mass TV
advertising. However local cable TV advertisement insertions at low cost can be
undertaken by the DMD but any such advertisement shall conform to the claims
made by the MFR in its printed leaflets or website and no excess claims shall
be advertised by the DMD.
7. DMD shall not print any
publicity material or release any advertisement in the Press without prior
written approval of the “advertisement matter” in writing from the MFR. DMD
shall always ensure all such advertisements shall conform to the claims made by
the MFR in its printed leaflets or website and no excess claims shall be
advertised by the DMD.
8. The DMD agree not to make
tall claims about the products other than openly declared in the MFR's printed
leaflets or website.
9. The DMD agree to employ
sufficient sales staff, materials and money for promotion and distribution of
the product, and reach mutually agreed sales targets set by the MFR.
10. The DMD agree to follow
the MFR's policy of "Total Customer Satisfaction" at affordable
prices and ensure availability of product at all Talukas without any shortage
on his State.
11. The DMD agree to abide by
MFR's directions for achieving “Total Customer Satisfaction” and for solving
complaints from Distributors and Dealers also. The DMD agree to attend to
suggestions and complaints of Taluka Distributors and Dealers themselves.
12. The DMD agree to purchase
products from the MFR on cash and carry terms or advance payment terms, and no
credit will be allowed.
13. The DMD agree in general
to appoint Taluka Distributors within his State only and shall not have right
to export the product outside India. DMD in general shall refrain from
appointing new Distributors outside his State. DMD also agrees, that MFR has right
to appoint other persons as DMD in the State where DMD is operating, and all
over India in general. (This means that a DMD shall have to be quick in
appointing TMDs under him before another DMD or SMD appoint TMDs in the Talukas
within his State or nearby Districts.)
a. 13 (A). DMD agrees not to
sell to Taluka Distributors in other Districts/States appointed by other DMD or
SSDs. DMD also agree not to sell directly to Dealers in his State or other
States, where TMDs are appointed or present. In general Taluka Distributors/Dealers
appointed by one DMD shall continue to be supplied by the same DMD, unless such
Taluka Distributor/Dealer desires to switch over to the local DMD who is
operating in that District. However Village appointed by Multi District DMD
shall purchase goods only from the DMD who appointed him/them.
b. 13 (B). Farmer Producer
Companies (FPOs) or Organic Farmers Groups (OFGs) or local Co-Operatives shall
enjoy a special status as one village Dealer and may be directly appointed by DMDs
of respective District.
c. 13 (C). In general poaching
of Dealers/TMD appointed by one DMD by another DMD must be avoided by all DMDs.
(Not permitted)
d. 13 (D). Multi District
Marketing Distributors (MD-DMD): MD-DMD are who operates in multiple Districts.
Clause 2 above may not be applicable to MD-DMDs. Such MD-DMD are eligible to
appoint under him, TMDs or Dealers anywhere in India, that is in many states
(which are vacant). MFR will recognize them as Company TMD and Dealers only if
they deal exclusively in Dlog Technologies products only and cover 75% of areas
allotted to them. Otherwise these TMDs or Dealers will simply co-exist along
with similar TMD appointed in these Talukas by respective DMDs or SMD.
14. (E). The meaning of above
13 (D) is, that MFR appointed State SDs or DMDs always have first right to
appoint Taluka Distributors in every taluka with in his State, unless MD-DMD is
able to get recognition of TMDs / Dealers appointed under him, by the MFR as
officially appointed TMD for that Taluka.
15. The DMD agree to share all
the market feed backs, video feedbacks, market reports, etc. and agree to
obtain Customer Response Forms from the Farmers and hand over the same to the
MFR.
16. The DMD agree to handle
the MFR's products carefully so as to not to damage the contents inside and
arrange for secure transportation of the same to the Dealers.
17. The DMD undertake not to
meddle with the product in what so ever manner and ensure that this is adhered
to strictly by TMDs and Dealers also.
18. The DMD undertake to
provide the names and addresses of TMDs and Dealers and quantities sold by them
and report the same to the MFR on monthly or quarterly basis, if and when requested
by the MFR. (This is important to get Company recognition of TMDs)
19. The DMD agree to appoint
only one TMD for one Taluka in his District or on Dealer for 5 villages, and
ensure to avoid undue competition among TMDs /VDs.
20. The DMD agree to
prominently display MFR's name in all their letter heads, brochures, leaflets,
handouts, POPs, notices, etc. and may also disclose the fact that DMD is a District
Marketing Distributor of the product in that part of the State.
21. The product covered by
this agreement is as mentioned below only:
a. Panchgavya 5ml
b. DFA C CDP 400mg Cow Milk
Booster for Cows & Buffalos - Concentrate
c. Dsalt a 8 – in – 1 product
d. Any other products MFR is
willing to offer in near future
22. The DMD agree to abide by
the directions given to all DMDs, MD-DMDs / Distributors all over the Indian
nation by the MFR even if DMD is not concurring with the direction of the MFR
provided if such direction is adhered to by majority of the DMDs all over the
nation.
23. DMD agree to print Product
User instructions (as given in the website only) in local language and give
along with each Pouch of the product of the Company sold, supplied by them. DMD
also agree to print Product leaflets, brochures (as given in the website only)
in local language and use the same for promoting the product.
24. The margins for DMDs, TMDs,
VDs and Dealers shall be fixed by MFR only and DMD agree that MFR has right to
change the margins. The margins may be varied from time to time to suit the
needs of the trade. The same shall be intimated to the DMD by MFR by way of
letter/email. All schemes offered shall also be intimated by written
correspondence.
25. The DMD agree that MFR has
right to change the MRP as and when warranted due to market conditions or due
to taxes and other duties levied by Govts. At present the product Panchgavya 5ml,
DFA C CDP 400mg Cow Milk Booster and Dsalt 5 grams are Nil rated GST products
(called Exempted).
26. The DMD agree that MFR has
right to change the qty in packings to effect changes in MRP.
27. The target for the next 6
months shall be intimated to the DMD by the MFR
28. The DMD agree to reach the
target sales without fail and agree to set higher growth rates in future and
co-operate with the MFR, for reaching a monthly sales targets.
29. The DMD agree to give
training to its staff and TMDs and Dealers for proper conversion of 5ml in to
500ml ready PGLOM and, and DFA C CDP 400mg to 50ml Calcium Liquid, or any other
packing size of Concentrates, and proper and correct usage of the products
covered by this arrangement by the farmers and users, and this is a primary
responsibility of the DMD only.
30. All the communications
sent to the DMD from MFR shall be only english language only, to which DMD
agrees to receive, translated by himself and understand fully.
31. The MFR agree to supply
the products with out delays. However MFR needs a Purchase Order in writing
from DMD and needs 7 days time for sending supplies. The MFR agree to execute
urgent orders on priority basis. Supplies will usually be sent via Couriers and
will be sent directly to the address of the DMD which DMD agree to collect
promptly. Such Courier charges shall be borne by the MFR. Lorry Freight if any is
payable by DMD only.
32. The DMD agree to stock
goods for 2 month’s sale and give sufficient advance notice of stocks position
and sales trends to MFR to enable MFR to plan production/ Stocking schedules.
33. The MFR hereby gives product
performance guarantee to the DMD and if any batch/product is not performing or
performing below standards, the MFR agree to replace such batch/products to the
entire satisfaction of the DMD.
34. The MFR agree to abide by
any licensing required to carry out the manufacturing and ensure uninterrupted
supplies to the DMD. As of today the product covered is outside FCO 1985. As
such the product cannot be sold through Registered Fertilizer/Pesticide shops.
But can be sold by our own appointed Distributors, Dealers, Agents and
Individuals. No Form “O” is required to be issued by us or any Distributors
below us. Our products are not includable in Bio Stimulants also.
35. The MFR may change the,
packing, secured sealing of the product, labels, etc. as and when warranted to
improve the overall sales, and DMD shall agree to the same.
36. The MFR agree to put month
of manufacture and batch number in each individual Pouch. The expiry of the
product will be mentioned as 2 or 3 years.
37. The DMD agree that the MFR
has every right to improve/change the product, packing, sealing, container,
labels, content in the labels etc. for achievement of higher sales and to
achieve total customer satisfaction, and to avoid duplication.
38. DMD agree that MFR has
right to appoint Marketing Consultants in any State or for all over India. Such
Marketing Consultants shall undertake any direct marketing for short periods
which may extend maximum up to six months at heavily discounted prices or free
of cost. This may be done by the MFR with prior notice to DMD and purely for
boosting the sales of the products.
39. The DMD agree that MFR has
right to introduce a brand name if so warranted and agree to co-operate with
the MFR in such a situation.
40. The MFR has rights to
decide about marketing policies, pricing, and issue guidelines of the same to DMD.
41. The MFR has right to
attend/convene TMD/ Dealers meetings either in consultation with the DMD or on
its own.
42. The DMD agree to initially
purchase goods from MFR by paying as follows: For one District Level DMD
Rs.5,00,000 [Rupees five lakshs only] and for multi District DMDs Rs.3,00,000
for each District.). The DMD agrees to invest more money as and when sales
increases.
43. GST law will be complied
with by both MFR and DMD as and when it become applicable to the products.
44. All local Govt. orders in
the his State may be supplied by the MFR directly if so insisted by the Govt.
department for which DMD shall not have any objection. No commission or order
processing expenses shall be payable to the DMD if so insisted by the Govt.
department. However the DMD shall be suitably compensated otherwise for all its
efforts for securing such bulk orders.
45. This allotment may be
terminated by the MFR by giving three months notice on the DMD
46. This general terms of
allotment may be altered, varied, changed by MFR by way of amendments / simple
exchange of letters in writing or an entirely new Terms of Allotment maybe made
in place of this agreement, by the MFR.
47. All disputes are subject
to Chennai jurisdiction only.
Agreed to By:
MANUFACTURER
Distrct Marketing Distributor
Witness:
Witness:
(Note: Please read clause No.13 above carefully).
Version dt: 28 4 25
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