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General Terms of Appointment of Sub
Super Marketing Distributorship of product
manufactured by Dlog Technologies,
Chennai, India.
(Wef 2 6 23)
This is the General Terms of Appointment of Sub
Super Marketing Distributors: By and Between Dlog Technologies, situated at New
No.21, Thambaiah Road Extn., West Mambalam, Chennai600 033, manufacturers of
Liquid Organic Manure Concentrate (shortly LOM-C), 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 Sub Super Marketing
Distributor shortly SSMD on the other part. and
WHEREAS, the MFR is engaged in manufacture of
Liquid Organic Manure Concentrate (LOMC), Cow Milk Booster Concentrate (CMS
CMB-C) and Quick Organic Waste Decomposer (QOWDC) and is interested in
appointing Sub Super Marketing Distributors (SSMDs), all over India,
WHEREAS the SSMD has approached the MFR and has
expressed his/their consent to act as Sub Super Marketing Distributor in
............................... State, The general Terms of Appointment of SSMD
is given below:
1. That the SSMD is hereby appointed SSMD 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 SSMD in general agree not to promote in
competitive products or similar products or duplicate products, during the
tenure of this appointment.
3. The SSMD agree to appoint as many Taluka level
Distributors as possible for covering 75% of farmers with in a radius of 200+ kms
within a period of one year from signing of this agreement and arrange for promotion
of sales of goods covered by this agreement in Distributors / Dealer outlets in
all Panchayaths and major and minor towns in the Talukas appointed under him.
4. The SSMD 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 SSMD 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 SSMD 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 SSMD 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 SSMD.
7. SSMD 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. SSMD 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 SSMD.
8. The SSMD agree not to make tall claims about the
products other than openly declared in the MFR's printed leaflets or website.
9. The SSMD 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 SSMD 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 SSMD agree to abide by MFR's directions for
achieving “Total Customer Satisfaction” and for solving complaints from
Distributors and Dealers also. The SSMD agree to attend to suggestions and
complaints of Taluka Distributors and Dealers themselves.
12. The SSMD agree to purchase products from the
MFR on cash and carry terms or advance payment terms, and no credit will be
allowed.
13. The SSMD agree in general to appoint Taluka
Distributors within his State only and shall not have right to export the
product outside India. SSMD in general shall refrain from appointing new
Distributors outside his State. SSMD also agrees, that MFR has right to appoint
other persons as SSMD in the State where SSMD is operating, and all over India
in general. (This means that a SSMD shall have to be quick in appointing TMDs
under him before another SSMD or SMD appoint TMDs in the Talukas within his
State or nearby Districts.)
a. 13 (A). SSMD agrees not to sell to Taluka
Distributors in other States appointed by other SSMD or SMDs. SSMD also agree
not to sell directly to Dealers in his State or other States, where TMDs are
appointed or present. In general Taluka Distributors appointed by one SSMD
shall continue to be supplied by the same SSMD, unless such Taluka Distributor
desires to switch over to the local SSMD who is operating in that State.
However TMDs appointed by Multi State SSMD shall purchase goods only from the
SSMD 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 SSMDs of
respective States, but this must be handed over only to the respective local
TMD once TMD for that Taluka is finalized.
c. 13 (C). In general poaching of TMD appointed by
one SSMD by another SSMD must be avoided by all SSMDs. (Not permitted)
d. 13 (D). Multi State Sub Super Marketing
Distributors (MS-SSMD): MS-SSMD are Sub Super Marketing Distributors who
operates in multiple States. Clause 2 above may not be applicable to MS-SSMDs.
Such MS-SSMD 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 State
SSMDs or SMD.
14. (E). The meaning of above 13 (D) is, that MFR
appointed State SDs or SSMDs always have first right to appoint Taluka
Distributors in every taluka with in his State, unless MS-SSMD is able to get
recognition of TMDs appointed under him, by the MFR as officially appointed TMD
for that Taluka.
15. The SSMD 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 SSMD 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 SSMD 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 SSMD 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 SSMD agree to appoint only one TMD for one
Taluka in his State, and ensure to avoid undue competition among TMDs.
20. The SSMD 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 SSMD is a Sub Super Marketing Distributor
of the product in that part of the State.
21. The product covered by this agreement is as
mentioned below only:
a. Liquid Organic Manure Concentrate Strong
(shortly LOM-C Strong)
b. DFA –C and Ready DFA Milk Booster for Cows &
Buffalos - Concentrate
c. Quick or Ready Organic Waste Decomposer
d. Liquid Organic Manure Concentrate CD (LOM C CD)
e. Any other products MFR is willing to offer in
near future
22. The SSMD agree to abide by the directions given
to all SSMDs, MS-SSMDs / Distributors all over the Indian nation by the MFR
even if SSMD is not concurring with the direction of the MFR provided if such
direction is adhered to by majority of the SSMDs all over the nation.
23. SSMD 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. SSMD 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 SSMD, TMD and Dealers shall be
fixed by MFR only and SSMD agree that MFR has right to change the margins . The
margins may be varied from time to time to suite the needs of the trade. The
same shall be intimated to the SSMD by MFR by way of letter/email. All schemes
offered shall also be intimated by written correspondence.
25. The SSMD 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 LOM-C 7.5ml, LOM C CD 6ml, DFA-C and QOWDC 8ml are Nil rated GST
products (called Exempted).
26. The SSMD 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 SSMD by the MFR
28. The SSMD 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 SSMD agree to give training to its staff
and TMDs and Dealers for proper conversion of 7.5ml and, and DFA-C Strong to DFA,
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 SSMD only.
30. All the communications sent to the SSMD from
MFR shall be only english language only, to which SSMD 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 SSMD 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 SSMD which SSMD agree to collect promptly. Such
Courier charges shall be borne by the MFR. Lorry Freight is payable by SSMD
only.
32. The SSMD 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 SSMD 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 SSMD.
34. The MFR agree to abide by any licensing
required to carry out the manufacturing and ensure uninterrupted supplies to the SSMD. 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 SSMD 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 SSMD 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. SSMD 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 SSMD and purely for boosting
the sales of the products.
39. The SSMD 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 SSMD.
41. The MFR has right to attend/convene TMD/
Dealers meetings either in consultation with the SSMD or on its own.
42. The SSMD agree to initially purchase goods from
MFR by paying as follows: For Junior Level SSMD Rs.5,00,000 [Rupees five lakshs
only]and for Senior Level SSMD Rs.10,00,000.). The SSMD agrees to invest more
money as and when sales increases.
43. GST law will be complied with by both MFR and
SSMD 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
SSMD shall not have any objection. No commission or order processing expenses
shall be payable to the SSMD if so insisted by the Govt. department. However
the SSMD 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 SSMD
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
Sub Super
Marketing Distributor
Witness:
Witness:
(Note: Please read clause No.13 above carefully).
Version dt: 2 6 23
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