General Terms of Allotment of Taluka for Distributorship of product (Panchgavya 5ml) manufactured by Dlog Technologies, Chennai, India.

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This is the General Terms of Allotment of Taluka for Distribution, to TMD, by

Dlog Technologies, situated at New No.21, Thambaiah Road Extn., West Mambalam, Chennai-600 033, manufacturers of Panchgavya Organic Manure shortly PG, represented by its Sole Proprietor Mr.R.Chandramouliswaran, hereinafter referred to as Manufacturer shortly MFR,

M/S ………………………………………..,  situate at …………. ……….. ……………. …………. ………….. ………………. ……………. ……….. ……………. ……………. ………….. ………  ………………….., a ………………….concern, represented by its ……………… Mr. ………………. ……………… here in after referred to as  Taluka Marketing Distributor shortly TMD on the other part. and may be also represented by sub Super Distributor of the respective State, referred to as SSD shortly

WHEREAS,  the MFR is  engaged in  manufacture of  Panchgavya and is interested in appointing Taluka wise Marketing Distributors all over India,

WHEREAS the TMD  has approached the MFR and has expressed his/their consent to act as   Marketing Distributor for entire ....................................................... .............. ... ... Taluka in ............ ............ ...... State,

The general Terms of Allotment of TMD is given below:

1. That the TMD is hereby allotted  ..................................................................................... ............ .................  Taluka    in .......................... ....... State 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 TMD in general agree not to promote in competitive products or similar products or duplicate products,  during the tenure of this appointment.

3. The TMD agree to appoint Village level Dealers covering 90% of villages in  the Taluka within a period of one year from signing of this agreement and arrange for placement of goods covered by this agreement in Dealer outlets in all Panchayaths and major and minor towns in the Taluka allotted to him, in such a way that the goods covered by this agreement are made available to consumers all over the Taluka in each and every village, and in all major and minor towns in the allotted taluka.

4. The TMD 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 TMD 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 TMD 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 TMD 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 TMD.

7. TMD 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/SSD. TMD 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 TMD.

8. The TMD agree not to make tall claims about the products other than openly declared in the MFR's printed leaflets or website.

9. The TMD 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/SSD.

10. The TMD agree to follow the MFR's policy of "Total Customer Satisfaction" at affordable prices and ensure availability of product at all villages without any shortage in the Taluka allotted to him.

11. The TMD agree to abide by MFR's directions for achieving “Total Customer Satisfaction” and  for solving complaints from Dealers and Farmers. The TMD agree to attend to suggestions and complaints of Dealers and Farmers themselves.

12. The TMD agree to purchase products from the MFR/SSD on cash and carry terms or advance payment terms, and no credit will be allowed.

13. The TMD agree in general to sell the products within allotted Taluka only and shall not have right to export the product outside India. TMD in general shall refrain from appointing new Dealers outside the allotted Taluka or outside the State. However TMD may continue to supply to his existing network of Dealers outside his Taluka.  TMD also agrees, that MFR/SSD has right to appoint other persons as TMD for each and every Taluka(s) not covered by this Allotment.           

13 (A). TMD agrees not to sell to Dealers in other Talukas appointed by respective TMD. TMD also agree not to sell directly  to Farmers in Talukas not allotted to him. In general Dealers appointed by one TMD shall continue to be supplied by the same TMD, unless such Dealer desires to switch over to the local TMD who has allotment for that Taluka. 

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 SDs of respective States, but this must be handed over only to the respective local TMD once TMD for that Taluka is finalized.

13 (C). In general poaching of Dealers appointed by one TMD by another TMD must be avoided by all TMDs.

14. The TMD agree to share all the market feed backs, market reports, etc.  and agree to obtain Customer Response Forms from the Farmers and hand over the same to the MFR/SD.

15. The TMD 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.

16. The TMD undertake not to meddle with the product in what so ever manner and ensure that this is adhered to strictly by Dealers also.

17. The TMD undertake to provide the names and addresses of  Dealers and quantities sold by them and report the same to the MFR/SD on monthly or quarterly basis, if and when requested by the MFR/SD.

18. The TMD agree to appoint only one Dealer for one Panchayath/Village, and ensure to avoid undue competition among Dealers.

19. The TMD agree to prominently display MFR's name in all their letter heads, brochures, leaflets, handouts, POPs, notices, etc. and also disclose the fact that TMD is a   Marketing Distributor of the product.

20. The product covered by this agreement is as mentioned below only:

            Panchgavya 5ml;  DFA C CDP Cow Milk Booster 400mg; and Dsalt 5 grams  only.

      In future MFR may add other products or any other product to this list

21.  The TMD agree to abide by the directions given to all  Marketing Distributors /       Distributors all over the Indian nation by the MFR even if TMD is not concurring with the     direction of the MFR provided if such direction is adhered to by majority of the TMDs all          over the nation.

22. The margins for TMD, and Dealers shall be fixed by MFR only and TMD 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 TMD by MFR/SD by way of letter/email. All schemes offered shall also be intimated by written correspondence.

23. The TMD 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 Our products are Nil rated GST product (called Exempted). P(Pack size below 10ml)

24. The TMD agree that MFR has right to change the qty in packings to effect changes in MRP.

25. The target for the next 6 months shall be intimated by the SD of the State to the respective TMDs 

26. The TMD agree to reach the target sales without fail and agree to set higher growth rates in future and co-operate with the MFR/SD for reaching a monthly sales targets. 

26. The TMD agree to give training to its staff and Dealers for proper conversion of 5ml to 500ml others into ready products, and this is a primary responsibility of the TMD only. The TDS shall train all his customers (farmers) and Dealers in proper mixing with water and Using, spraying instructions.  

27. All the communications sent to the TMD from MFR shall be only english language only, to which TMD agrees to receive and understand fully. Or State SD shall translate the same to local language and circulate among TMDs.

29. The MFR/SSD agree to supply the products with out delays. However MFR/SSD needs a Purchase Order in writing from TMD 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/ Lorry/Bus Transport and will be sent directly to the address of the TMD which TMD agree to collect promptly. Such Courier charges shall be borne by the MFR/SSD.

30. The TMD agree to stock goods for a month’s sale and give sufficient advance notice of stocks position and sales trends to MFR/SD to enable MFR/SD to plan production/ Stocking schedules.

31. The MFR hereby gives product performance guarantee to the TMD 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 TMD.

32. The MFR agree to abide by any licensing required to carry out the manufacturing and ensure uninterrupted supplies to the TMD. The product covered is outside FCO 1985. As such our products cannot be sold through Registered Fertilizer/Pesticide shops. (However these may be sold to personal names or the owners of such State Registered shops with their home address)

33. The MFR agree to change the, packing, secured sealing of the product, labels, etc. as and when warranted to improve the overall sales.
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35. The MFR agree to put month of manufacture and batch number in each individual bottle/Pouch. The expiry of the product will be mentioned as 2 / 3 years.

36. The TMD 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. TMD 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 TMD and purely for boosting the sales of the products.

39. The TMD 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 TMD.

41. The MFR/SD has right to attend/convene Dealers meetings either in consultation with the TMD or on its own.

43. The TMD agree to initially purchase goods from MFR by paying Rs.60,000  [Rupees sixty  thousand only] for each Taluka allotted to him.  The TMD agree to invest more money as and when sales increases.

44. GST law will be complied with by both MFR/SD and TMD as and when it become applicable to the products.

45. All local Govt. orders in  the allotted Talukas may be supplied by the MFR/SSD directly if so insisted by the Govt. department for which TMD shall not have any objection. No commission or order processing expenses shall be payable to the TMD if so insisted by the Govt. department. However the TMD shall be suitably compensated otherwise for all its efforts for securing such bulk orders.

46. This allotment may be terminated by the MFR/SSD by giving three months notice on the TMD

47. 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.

48. All disputes are subject to Chennai jurisdiction only.

                                                                                   Agreed to By:

MANUFACTURER                                           Taluka Marketing Distributor

                                                                                    Witness:

Note: Please read clause No.13 above carefully.