Agreement Between Product Supplier and Showroom Owner (India) by OLL
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format for Builders agreement in India
This agreement is executed at ——————————— on —————————- by and
between:
M/S———————————————————————————————,
(hereinafter Called Party of FIRST PARTY,
Which Expression shall unless repugnant to the context or meaning, therefore, be deemed to include its successors in-business, executors, administrators, and lawful assigns).
AND
M/S———————————————————————————————-
(Hereinafter Called SECOND PARTY,
Which Expression shall unless repugnant to the context or meaning, therefore, be deemed to include its successors-in business, executors, administrators, and lawful assigns)
WHEREAS the FIRST PARTY wants to carry out the business of retailing, storing such products on the below-mentioned property belonging to/leased by the
SECOND PARTY.
WHEREAS after mutual discussion party of FIRST PARTY selected air conditioned showroom of SECOND PARTY measuring about ———— Sq. ft. located at ———————————————————————————————————-as Outlet for sale on retail of said products—————————————————————- and therefore the parties have entered into this agreement on following terms and conditions;
1. That both the parties agree that the proposed retail showroom is to be exclusively used as retail outlet for the products supplied by the party of FIRST PARTY. Any additional premises if offered by the SECOND PARTY shall be added with the mutual approval by both the parties.
2. All the renovation charges like air conditioning, flooring, ceiling, lighting and all glasswork, electric fitting, generator/inverter sets, etc. will be provided by the SECOND PARTY as per specification/instructions/drawings and requirements of the party of first part .Architect will be provided/fixed by the party of first part.
3. However, all interior decoration work including the woodwork, wall modules, floor modules, cash counters, shall be supplied and installed at the cost of FIRST PARTY which will be subsequently adjusted between the parties as expenses.
4. The SECOND PARTY shall arrange for sufficient electrical load and all other infrastructural facilities and utilities including the common services for properly operating and running the showroom as per the requirement of FIRST PARTY, the cost of the same shall be borne by the SECOND PARTY exclusively. The SECOND PARTY shall also pay house tax or any other property tax imposed by the local municipal authorities, Ground rent etc or by any Govt. Agency or local bodies from time to time. All the dues of any type raised afterward, before the date of execution of this deed shall be cleared by the SECOND PARTY. The SECOND PARTY shall not subject the FIRST PARTY in any dispute what so ever be, before any authority or court or Tribunal etc.
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This agreement establishes a business relationship between a product supplier and a showroom owner for the retail sale of goods on a consignment basis. It outlines responsibilities for showroom renovation, stock management, commission structures, and operational expenses in India.
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About this template
What is this template?
This document is a consignment-based retail agreement specifically for the Indian market. It establishes that the supplier (First Party) owns all stock until sale, while the showroom owner (Second Party) manages the physical premises and staff. It is not a standard lease or a simple sale-of-goods contract as the risk of unsold inventory remains with the supplier.
When should you use it?
Use this when a manufacturer or wholesaler wants to open a branded retail presence without transferring ownership of the stock to the retailer until the point of sale. If you intend for the retailer to buy the stock upfront, use a Sale of Goods Agreement instead.
What's inside
| Clause | Name | What it does |
|---|---|---|
| 2 | Renovation and Specifications | The Second Party provides air conditioning, flooring, and glasswork per specifications from the First Party's fixed architect. |
| 3 | Interior Decoration | The First Party supplies woodwork and cash counters, with costs subsequently adjusted between the parties as business expenses. |
| 5 | Stock Ownership and Pricing | All inventory belongs to the First Party, who retains the exclusive right to decide sale prices and discount periods. |
| 7 | Commission and Reconcilement | The Second Party receives a margin reconciled monthly, with income tax deducted before the release of margin money. |
| 9 | Staff and Expenses | The Second Party employs all staff, while the First Party bears running costs including wages, electricity, and water. |
| 13 | Stock Insurance | The First Party pays for insurance covering theft, fire, and riots, with the policy naming them as the beneficiary. |
| 18 | Security Deposit | The Second Party provides a refundable security deposit of a specified Rupee amount to be returned upon contract expiry. |
| 21 | Notice Period | Either party may terminate the agreement by providing a three-month written notice to the other party. |
| 22 | Ownership and Custody of Goods | The First Party retains sole ownership of products at all times, and the Second Party is prohibited from hypothecating them. |
Who it's for
- a supplier seeking to sell branded products in India via a third-party showroom on consignment
- an Indian showroom owner providing retail space and staff while the supplier retains stock ownership
- parties establishing a retail outlet where the supplier controls pricing and the showroom owner manages operations
How long it runs and how it's signed
Law it's drafted under
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