DEFINITIONS. In this Agreement, the terms listed below have the following meanings:
"Products" mean those implements manufactured by DMW listed in the price list attached as Exhibit A.
"Market" means the geographical area and product market set forth in Exhibit B. If the parties agree to include additional geographical areas or product markets in the Market during the term of this Agreement, they shall be added to Exhibit B.
"Price" means the price to DEALER for agricultural implement set forth in Exhibit A. DMW may, in its sole discretion, increase or decrease prices for the products upon giving the notice.
APPOINTMENT AS A DEALER. DMW appoints DEALER as a nonexclusive DEALER in the Market for Products made available to DEALER by DMW from time to time for distribution by DEALER. Products include agricultural implements manufactured by DMW, including accessories and spare parts.
PURCHASE OF PRODUCTS. DMW shall sell and the DEALER shall purchase Products at the Prices set forth in Exhibit A.
TERMS OF PAYMENT ORDERS AND DELIVERY
DMW shall dispatch product upon receipt of DEALER's order and payment in full for the Products. DEALER shall pay for the Products in INR by RTGS or in such other manner.
Orders shall be shipped ex-works DMW's warehouse. All freight, insurance, duty, and taxes applicable to the sale of Products shall be paid by DEALER in addition to the current Price. (Exhibit A) The prices, terms and conditions stated in this Agreement shall apply to orders for Products by DEALER regardless of the provisions of DEALER's invoices, purchase orders or other business forms.
DUTIES OF DEALER. DEALER shall:
Use its best efforts to sell and promote Products in the Market, including
(i) Attendance by DEALER at trade shows at which DEALER shall promote the Products, in his area
(ii) Listing the Products in DEALER's product lists and DEALER's other marketing information,
(iii) Advertising the Products in trade journals, magazines, and other appropriate publications, and
(iv) At DMW's request, translating and distributing DMW's press releases and other publicity and sales materials.
Ensure protection of copyrights, trademarks, and other proprietary rights of DMW in the Products.
Prove technical support of the Products to its customers and to advise DMW immediately, if it is unable to respond to customer inquiries effectively.
Comply with all applicable national, state, and local laws and ordinances in performing its duties under this Agreement and in any of its dealings with DMW or the Products.
DEALER agrees that it will not export any Product supplied DMW.
Honor all product warranty and support policies established by DMW from time to time relating to the Products.
DEALER shall sell product only to authorized dealer (certificate to be issued by DMW, after verification) and shall not sell directly to the consumer.
DEALER shall maintain following records and shall make available to DMW (authorized person) as and when required.
i) Sale record of each piece (implements and spare parts)
ii) Stock record of implements and spare parts.
iii) Complaint record (if any)
iv) Dealers’ performance record
v) To meet the sales target, DEALER shall identify suitable dealer and shall appoint after verification by DMW
vi) Shall get the targets met from the dealers, as per targets given by DMW to DEALER.
vii) Shall keep minimum stock of all implements and spare parts, list will be finalized by DMW.
viii) DEALER shall use the authority documents (like Power of Attorney) issued by DMW, only for the purpose and in case of termination of this agreement, usage of those authority documents shall be treated as illegal
DUTIES OF DMW. DMW shall:
Provide DEALER, under the terms of this Agreement, the opportunity to obtain reasonable quantities of the Products for distribution.
Provide reasonable technical and service advice and consultation to DEALER by telephone, through the mails, or by facsimile transmission as DEALER reasonably requests. DMW shall not have any obligation to provide technical and service advice or consultation or other support of any kind to DEALER's customers.
DMW shall give 30 days prior written notice to DEALER of any changes in the Prices stated in Exhibit A.
Provide training to the employees of the DEALER, regarding product and it’s service, at a certain frequency.
DMW will guide DEALER to implement Quality Management Systems in his business (related to DMW)
DMW will update the DEALER for any change or modification in the product.
WARRANTY BY DMW TO DEALER. DMW warrants to DEALER for a period of 6 months from the date of sale by DEALER, the implement shall be free from defects under normal use. Cancellation or termination of this Agreement by either DMW or DEALER shall void this warranty. DMW's liability under this warranty is limited to the obligation to replace parts which DEALER has returned to DMW at DEALER's expense within the applicable warranty period. All shipping and insurance costs both ways are the responsibility of DEALER. The warranties made under this Agreement do not include damage due to negligence, improper assembly or operation, accident, or other conditions other than normal use which might cause the Products to fail.
The warranties and the remedies set forth in this section are exclusive and in lieu of all other warranties, oral or written, express or implied. In no event will DMW be liable to DEALER or any other person for any damages, including any lost profits, lost savings or incidental or consequential damages, arising out of the use or inability to use any of the products, even if DMW has been advised of the possibility of such damages, or for any claim by any other party.
NO MODIFICATION TO PRODUCTS. Neither the DEALER nor DEALER's customers may modify, change, or alter any Product.
WARRANTIES BY DEALER TO CUSTOMER. DEALER shall make no representations and warranties to any of its customers with respect to any of the Products except for those expressly made by DMW and included in the packaging with each of the Products or in any promotional literature provided by DMW to DEALER. DEALER shall indemnify and hold DMW harmless from all liabilities, damages, losses and expenses, including reasonable attorney fees and court costs, arising out of DEALER's failure to comply with its obligations under this Section
INFRINGEMENT. DMW agrees to defend or settle at its option any action at law against DEALER to the extent arising from a claim that a permitted use of the Products under this Agreement infringes any patent, copyright, trademark or other intellectual property right, provided DMW has control of such defense or settlement negotiations and DEALER gives DMW prompt notice of any such claim and provide reasonable assistance in
its defense. In the event of such a claim of infringement, DMW, at its option, may provide DEALER with substitute Products reasonably satisfactory to DEALER to replace those Products then in DEALER's inventory or then on order by DEALER. DMW will not be liable under this paragraph if the infringement arises
a) out of DMW's compliance with DEALER's written instructions for the marketing, labeling, design or packaging of products or
b) Out of DEALER's activities after DMW has notified DEALER that DMW believes in good faith that DEALER's activities will result in such infringement.
DMW's liability to DEALER under this paragraph shall be limited to the price paid to DMW by DEALER for the copy of the Product which gives rise to the claim.
The foregoing states the entire liability of DMW with respect to infringement of patents, copyrights, trademarks or other intellectual property rights. The provisions of this paragraph shall survive and continue after any expiration or termination of this Agreement.
TECHNICAL SUPPORT BY DMW AND DEALER. DMW shall offer DEALER technical training for the Products from time to time upon reasonable request from DEALER at DMW's then-current charges for such training. All training will be at DMW's offices unless DMW, in its sole discretion, agrees to offer training at another location. DEALER shall pay all travel, food, lodging, and other costs incurred by its personnel or by DMW in connection with such training.
TRADEMARK USE AND PROTECTION. DMW will supply to DEALER Products bearing trademarks used by DMW. DEALER is granted the right to use these trademarks on the Products or in advertising, but only where such advertising directly refers to the Products or states the fact that the DEALER is a DEALER for such Products on behalf of DMW. Such advertising must reference these trademarks as proprietary to DMW. DEALER shall not remove, alter, or otherwise modify any identification marks or trademarks affixed by DMW to Products.
ADVERTISING AND MARKETING. DMW may from time to time, as DMW determines, make available to DEALER marketing and advertising materials, exhibitions, sales aids, and marketing assistance. DMW may charge for some or all of these materials or services. DEALER consents to the listing of its business name, address, and phone number in any of DMW's advertising or product literature, as determined by DMW in its sole discretion.
RELATIONSHIP OF PARTIES. The relationship between DMW and DEALER shall at all times be that of supplier and DEALER. Under no circumstances shall DEALER be considered as a representative or agent--of DMW. Likewise, DMW shall not be considered as a representative or agent of DEALER. DEALER shall have no right or authority to enter into any contractual obligations or make any representation in the name of or on behalf of DMW.
TERM AND TERMINATION. This Agreement shall be effective for a term of one year from the Effective Date. It shall be automatically extended for further one-year terms unless either party gives written notice to the other at least 60 days before the expiration of the initial or any renewal term of the party's intent not to renew. DMW may terminate this Agreement at any time and without prior notice in the event of a breach of the Agreement by DEALER. Any monies payable by DEALER to DMW shall not be affected by termination or expiration of the Agreement. The provisions of this Agreement relating to (i) protection of DMW's proprietary rights in the Products and (ii) warranty, technical and infringement issues shall survive expiration or termination of this Agreement for any reason.
NON-ASSIGN ABILITY. Neither this Agreement nor any rights or obligations of DEALER hereunder shall be assignable or transferable by DEALER, in whole or in part, by operation of law or otherwise, without the prior written consent of DMW. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their permitted successors and assigns.
NOTICES. Any notices or other communications required or permitted hereunder shall be in writing and personally delivered at the principal business addresses designated at the beginning of this Agreement, or mailed by registered or certified mail, return receipt requested, postage prepaid, at the address set forth above, or to such other address or addresses as may be hereafter furnished by one party to the other party in compliance with the terms hereof. Notwithstanding the foregoing, DMW may give notice of changes in Prices, delivery, product description, order procedures, or other procedures, or other routine events by way of printed materials or newsletter.
FORCE MAJEURE. DMW shall not be liable for failure or delay in performance of any of its obligations hereunder if such delay or failure to perform is caused by circumstances beyond its control. DEALER shall be bound to accept any delayed shipment or delivery made within a reasonable time.
GOVERNING LAWS. This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Punjab, India. The parties consent that any legal action or proceeding with respect to this Agreement may be initiated in the courts of the State of Punjab. By execution and delivery of this Agreement, the parties submit to and accept with regard to any such action or proceedings the jurisdiction of the Sangrur (Punjab) courts. If any legal action or proceeding is initiated, the prevailing party shall be entitled to all attorney fees, court costs, and expenses in addition to any other relief to which such prevailing party may be entitled.
MISCELLANEOUS. This Agreement constitutes the entire agreement and understanding of the parties with respect to the subject matter hereof and supersedes and terminates all other prior commitments, arrangements or understandings, both oral and written, between the parties with respect thereto. This Agreement may not be modified or amended except by an instrument in writing executed by each of the parties. None of the provisions of this Agreement shall be deemed to have been waived by any act or acquiescence on the part of party, their agents or employees, but may be waived only by an instrument in writing signed by an officer of the waiving party. No waiver of any provision of this Agreement on one occasion shall constitute a waiver of any other provision or of the same provision on another occasion.
Dealer will be responsible for after sale service.
A).Two blank Cheques No. …….., ………….. of
b) Security through Cheque No………. , dated: ………………..
(Security will be refundable only in case of sale of 30 no’s of rotary tiller in first year.)
Note: Dealer shall not carry any business with John Deere India Pvt. Ltd. Through This Agreement has been signed.
Dealer should be participate in Exhibition & Advertisement in newspaper or magazine before every season or once
In a six month.