Exclusive Distributorship Agreement (India)
This template establishes an exclusive distribution relationship where a manufacturer (Seller) appoints a local partner (Distributor) to sell specific products within the Indian market. It covers essential terms such as product exclusivity, minimum purchase requirements, technical support, intellectual property usage, and after-sales service obligations. The agreement also provides for dispute resolution via arbitration and specifies Indian law as the governing framework.
Exclusive Distributorship Agreement
This agreement made and entered into day of by and between ......................... INC, a corporation duly organized and existing under the laws of Taiwan with its principal place of business at Taipei Taiwan (hereinafter called Seller )
and
.................................... LIMITED, a company registered under the Companies Act, 1956 with its principal place of business at .............................................. NEW DELHI, INDIA (hereinafter called Distributor ).
Whereas Clause
WHEREAS, Seller is desirous of exporting the products stipulated in article 4 hereof to the territory stipulated in Article 3 hereof and WHEREAS , Distributor is desirous of importing from Seller and selling the said products in the said territory; NOW, THEREFORE, in consideration of the promises and the mutual covenants to be faithfully performed herein contained, IT IS HEREBY AGREED AND UNDERSTOOD AS FOLLOWS:
Article 1. Appointment
During the effective period of this agreement, Seller hereby appoints Distributor as its exclusive distributor and Distributor accepts and assumes such appointment.
Article 2. Privity
The relationship hereby established between Seller and Distributor during the effective period of this Agreement, shall be solely that of Seller and Distributor has no authority to assume or create any obligation in the name of or of any kind on behalf of Seller.
Article 3. Territory
The territory covered under this Agreement shall be expressly combined to entire territory of INDIA. (hereinafter called territory ).
Article 4. Products
The products covered under this agreement shall be expressly confined to Uninterruptedly Power Supply (UPS) (hereinafter called Products).
Article 5. Prices
As applicable from time to time and conveyed by the Seller to the Distributor in writing & Distributor giving its consent in writing to the Seller.
Article 6. Technical Improvement and Patent Application
During the term of this Agreement, Seller shall furnish to Distributor any technical improvements and inventions relating to the Products made by Seller without any delay and free of charge. As Seller has right to apply for the issuance of patents thereon, Distributor agrees to make reasonable efforts to obtain such protection in India. During the term of this Agreement, Distributor agrees to furnish to Seller all technical improvement and inventions related to the Products required by Distributor without any delay and free of charge in consideration of services in Article 6-1 above.
Article 7. After Sale Service
Seller will provide one year full guarantee to Distributor after the shipping date. In case of faulty Products, Seller shall replace the faulty units with new All-in one PCB. Distributor shall send faulty PCB back to Seller for repairing. Whenever Seller has received a complaint as to the products from distributor, Seller shall immediately make investigation and take a proper action.
Article 8. Exclusive Right
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