DISTRIBUTORSHIP AGREEMENT:

THIS AGREEMENT of Distributorship is made on this 1st day of Feb 2020 BY AND BETWEEN:

Shri Ranveer Singh , Director, M/s Dytron Marketing Services Pvt. Ltd., Registered Office at
‘1st floor, 103A, Chandan Niketan ,52A Shakespeare Sarani, Kolkata, West Bengal, PIN: 700
017, (hereinafter referred to as the ‘Company’)of the FIRST PART;

-And-

Distributor Details(hereinafter referred to as the ‘Distributor’)of the SECOND PART

WHEREAS:

The ‘Company’ is a manufacturer of Iron & Steel, having Integrated Steel plant at Vill-Malkita,
P.O. Bhita, P.S.-Dewan Dighi, Distt. Purba Burdwan-713102, West Bengal, it manufactures
TMT bars of various sizes and grades, (hereinafter referred to as ‘Product’).

The ‘Distributor’ is a Partnership firm having partners -----------------------------. The nature of

business of the firm is trading of Iron, Cement & Wood.

COMPANY has determined to enhance the development of the market and increase the sales
of its Product in the Territory of West Bengal(hereinafter referred to as the ‘Market Area’), by
which it would be advantageous to co-ordinate its Product distribution activities with a
distributor in the Territory who possesses a readily available and extensive sales network in
the Territory; and

DISTRIBUTOR wishes to enter into this Agreement with COMPANY whereby DISTRIBUTOR
will undertake the distribution and sale of Products of the company in the said Territory on
the terms and subject to the conditions contained herein;
NOW THEREFORE THIS AGREEMENT WITNESSES thatin consideration of the mutual promises
and covenants herein contained and for other good and valuable consideration (the receipt
and sufficiency of which are hereby acknowledged) the parties hereby agree as follows:

1) TERM:

The initial term of this Agreement shall come into effect on and from 1 stFebruary,
2020 and, unless terminated earlier in accordance with the terms of this Agreement,
shall continue in full force and effect during the financial year 2020-21 that is till 31 st
March, 2021 (the “Initial Term”).

2) SCOPE:

(I) The Company will supply its manufactured product branded as

‘DYTRONTMT ’ for the Market Area, against the orders raised by the
Distributor.

(II) The Company holds rights to fix a Targeted Monthly Sales for the Market
Area, and the Distributor shall adhere to the same and make his honest
efforts to reach the same.

(III) The Distributor will SELL, MARKET and PROMOTE the Company’s Brand and
Product within the assigned Market Area only. The Distributor will appoint
the Dealers for retailing the Company’s product different points of the
assigned Market Area.

(IV) The Distributor will visit and cater the Company’s product to the dealers or
retailers from time to time. The Distributor will book the orders from the
dealers and retailers against mutually agreed terms and conditions between
themselves.

(V) The Distributor will also have the right to Represent, Market and Sell the
Company’s products in Government, Semi-Government, Private Institutions
and Companies.

(VI) The Company will not allow any direct or indirect sale to any retailer or
trader in the assigned Market Area, whereas the Company will have right to
market and sell its products directly or through its channel partner to the
Government, Semi-Government, Private Institutions and Companies for
their construction projects in the assigned Market Area.
 (VII) The Company will appoint its representatives to cater and promote its
Brand and Product in the Market Area along with the Distributor, on time to
time basis. The Company will provide Marketing and Promotional Support
for making its brand visible to the public and will carry events to spread
awareness about the quality of products of the company, as per the
Company’s norms.

(VIII) The contribution of expenses towards the promotional events or activities

in the Market area should be properly utilized & documents to be
submitted to the company.

3) ORDER EXECUSION:
(I) The Distributor will raise the orders in favour of the Company in writing or
via email, on the pre declared prevailing rates of the Company and the
orders will be confirmed only after acceptance from the Company’s office.
The Company will have rights to reject the orders without assigning any
reasons for the same.

(II) The Company will accept the orders against advance Payment from
distributer.

(III) The Company will sell its product on EX-FACTORY basis, and the
Transportation shall be arranged by the Distributor on its own risk and
liability. The Company will allow the loading only to the vehicles authorised
by the Distributor. The company will raise its Sales Bills and Invoices in the
name of the partyauthorised by the Distributor.

4) PAYMENTS:

(I) The Distributors will carry the sole responsibility of making the payments
against the Sales Bills & Invoices raised by the Company in the name of the
Distributor or the third party authorised by the Distributor. The Distributor
will assure the receipt of the payments to the Company’s bank account
within the agreed time period.

(II) Sealing by way of Bill Deposit

(III) Billing to Distributor & Distributor will bill to dealer only.

5) GENERAL:
 (I) The Distributor and the Company will share the Market reports, information
and data with each other for the growth of market share of the product in
the Market Area. The Distributor shall update the Company regarding any
appointment and discontinuation of its Dealer and assign reasons for the
same.

(II) The Distributor shall submit monthly lifting details dealer wise to the
Company for records up keeping.

(III) The Accounts ledger should be reconciled between the parties for every
month.

(IV) The Distributor will raise its bills for the Commissions and Expenses on
Financial Quarterly basis only and the same shall be settled by the Company
within 30 days from its receipt. A prior approval must be taken from the
Company for any expenses made on behalf of the Company.

(V) The Distributor must inform the Company prior hand in writing about any
change in constitution of its firm orany change, removal, addition of its
partner/s.

(VI) The Distributor shall carry all its business transactions with the legal means
and within the frame of law, the Company shall be held no responsible for
any wrong doings by the Distributor or its associates.

6) QUALITY AND CHANGES IN PRODUCT:

(i) COMPANY guarantees that the quality of Product supplied under this
Agreement shall meet, at the time of delivery to DISTRIBUTOR, which for
greater certainty is the time when Product is picked up by DISTRIBUTOR, its
agent or transport carrier at COMPANY’s place of despatch, the same quality
and standards as Product sold to COMPANY’s customers. Thereafter,
DISTRIBUTOR shall be responsible for any diminishment in the quality of the
Product in its possession, whether caused by improper transport or storage of
such Product or for any other reason whatsoever.
(ii) DISTRIBUTOR shall, promptly following receipt of the Product, examine such
Product and satisfy itself that it meets its requirements. To be valid, any claim in
respect to short-shipment or for defective Product (other than with respect to
Latent Defects) must be made in writing by DISTRIBUTOR to COMPANY within
fourteen (14) days (“Investigation Period”) of the date such Product arrived at
Distributor’s warehouse, and such short-shipment or defect must not have been
caused while the Product was in transport from COMPANY’s warehouse to
DISTRIBUTOR’s warehouse or while in storage by or on behalf of DISTRIBUTOR. If
 DISTRIBUTOR has not notified COMPANY that it has rejected any Product as
defective by the end of the Investigation Period, then it shall be deemed to have
accepted the Product (“Accepted Product”). If COMPANY agrees with
DISTRIBUTOR that any rejected Product is defective, COMPANY will replace such
defective Product with replacement Product free of defect.

7) PACKAGING AND WAREHOUSING RESPONSIBILITIES:

(i) DISTRIBUTOR shall provide COMPANY with all necessary information
pertaining to packaging and packaging labelling with respect to the local
requirements in each jurisdiction within the Market Area.
(ii) DISTRIBUTOR will use its best efforts to ensure that warehousing and
transportation to and within the Market Area are affected in such a manner so
as not to have a negative effect on the quality of the Product. The physical
flow of Product from the warehouse shall be based on a first-in, first-out
system.
(iii)Without limiting the generality of the foregoing, DISTRIBUTOR undertakes to
perform, at its sole expense, the following services and activities in connection
with and for the benefit of maintaining Product:
a) Suitable warehousing with appropriate climate control as per OWNER
requirements as they may be revised by OWNER, in its sole discretion, from
time to time;
b) Stacking the Product so as not to exceed OWNER’s prescribed standards
with respect thereto.
(iv)DISTRIBUTOR shall assume full responsibility for and shall indemnify and save
COMPANY harmless from any damage, claim, liability, loss or expense
(including any legal costs) which COMPANY may suffer or incur by reason of
DISTRIBUTOR’s packaging, stocking, warehousing, storage, use, sale and/or
distribution of the Product.
8) TERMINATION:
(i) Notwithstanding any other provision herein, the parties hereto agree that this
Agreement shall automatically terminate without requirement of notice to the
defaulting party or an opportunity to cure, upon the occurrence of any event
in of breach of this agreement.
(ii) The Company hold exclusive rights to terminate this agreement with
immediate effect, in case any activity of the Distributor found
injurious,harmful and/or opposed to the Company’s Market Policy.
(iii)Decision of the company’s top management in respect of any termination
shall be treated as final and should be acceptable by the parties herein.
(iv)Upon termination of this Agreement for any reason whatsoever:
 a) All rights granted by COMPANY to DISTRIBUTOR will be immediately
relinquished by DISTRIBUTOR who shall immediately pay all amounts due and
owing by it to COMPANY forthwith, and in any event within ten (10) days of
the date of termination of this Agreement;
b) DISTRIBUTOR shall promptly return to COMPANY all Confidential Information,
advertising and promotional material and any other materials and documents
given to DISTRIBUTOR and relating to this Agreement or otherwise to the
business of COMPANY;
c) DISTRIBUTOR shall cease use of COMPANY’s Trade-marks and shall thereafter
refrain from holding itself out as an authorized distributor of COMPANY, and
DISTRIBUTOR will forthwith remove and thereafter discontinue all
advertisements, signs and notifications stating or implying that it is a
distributor of Product or in any way connected with COMPANY;
d) COMPANY shall not be liable to DISTRIBUTOR by reason of the proper
termination of this Agreement for any damages, whether direct,
consequential or incidental, on account of the loss of prospective profits on
anticipated sales or on account of expenditures, investments, leases or
commitments in connection with the business, arising from such termination
of this Agreement; and
e) During the period of ninety (90) days immediately prior to the date of
termination or expiration, COMPANY may appoint one or more distributors in
the Market Area and may supply Product directly to any customers in the
Territory and DISTRIBUTOR will have no claim for compensation or damages
on account of any such appointment or supply.
f) If COMPANY continues to supply Product to DISTRIBUTOR after termination
of this Agreement, such supply will not be construed as a waiver of any such
termination, or as a renewal of this Agreement.
(9)LIMITATION OF LIABILITY AND INDEMNITIES:
(I) EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, THERE ARE NO
REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, STATUTORY OR
OTHERWISE, RELATING TO THE PRODUCT, INCLUDING, WITHOUT LIMITATION,
ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR ANY
PARTICULAR PURPOSE. DISTRIBUTOR ASSUMES ALL RISK AND LIABILITY FOR
ANY LOSS, DAMAGE OR INJURY RESULTING FROM THE SALE AND USE OF THE
PRODUCT, EITHER ALONE OR IN COMBINATION WITH OTHER PRODUCTS.
(II) DISTRIBUTOR HEREBY AGREES TO DEFEND, INDEMNIFY AND HOLD HARMLESS
COMPANY AGAINST ANY LIABILITY, LOSSES, DAMAGES OR COSTS (INCLUDING
ANY LEGAL COSTS) INCURRED OR SUFFERED BY COMPANY AS A RESULT OF
ANY BREACH, NEGLIGENT ACT OR OMISSION OR WILFUL DEFAULT ON THE
PART OF DISTRIBUTOR, OR ITS REPRESENTATIVES ARISING EITHER DIRECTLY
OR INDIRECTLY FROM THE PERFORMANCE (OR NON-PERFORMANCE) BY
 DISTRIBUTOR OR ANY OF ITS REPRESENTATIVES OF ANY OBLIGATIONS UNDER
THIS AGREEMENT.
(III)COMPANY SHALL NOT BE LIABLE TO THE DISTRIBUTOR FOR ANY SPECIAL,
INDIRECT, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES, INCLUDING
FOR GREATER CERTAINTY ANY DAMAGES ON ACCOUNT OF THE LOSS OF
PROSPECTIVE PROFITS ON ANTICIPATED SALES OR ON ACCOUNT OF
EXPENDITURES, INVESTMENTS, LEASES OR COMMITMENTS IN CONNECTION
WITH THE BUSINESS.
(IV) NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, IF
COMPANY NOTIFIES DISTRIBUTOR THAT ANY OF THE PRODUCT NEEDS TO BE
RECALLED OR OTHERWISE WITHDRAWN FROM THE MARKET, AND
DISTRIBUTOR REFUSES OR OTHERWISE FAILS TO DO SO IN A TIMELY FASHION,
DISTRIBUTOR AGREES TO INDEMNIFY COMPANY, ITS AFFILIATES, AND THEIR
RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS AND
SHAREHOLDERS, FROM AND AGAINST ANY AND ALL LIABILITY, LOSSES,
DAMAGES OR COSTS, INCLUDING LEGAL COSTS, INCURRED OR SUFFERED BY
COMPANY AS A RESULT OF ANY SUCH FAILURE OR REFUSAL.

(10)FORCE MAJEURE:
No failure or omission by COMPANY or DISTRIBUTOR in the performance of any
obligation under this Agreement shall be deemed a breach of this Agreement or
create any liability if the same arises on account of force majeure, which term shall
include any event or cause beyond the control of COMPANY or DISTRIBUTOR, as the
case may be, including but not restricted to acts of God, acts or omissions of any
government, or agency thereof, rebellion, insurrection, riot, sabotage, invasion,
quarantine, restrictions, strike, lock out and transportation embargoes, provided
that the party relying on this Section shall forthwith after any such event give written
notice to the other party of its inability to perform such obligation and the reasons
therefore. If force majeure continues for a period of more than three (3) months,
without the parties hereto being able to develop an alternative satisfactory
arrangement, then either party has the option of immediately terminating this
Agreement.
(11) DISPUTE RESOLUTION:
The Parties herein will attempt in good faith to resolve any dispute or claim arising
out of or in relation to this Agreement through negotiations between a senior and
higher level functionary of each of the Parties with authority to settle the relevant
dispute. If the dispute cannot be settled amicably within fourteen (14) days from the
date on which either Party has served written notice on the other of the dispute then
it will be referred to the Arbitration in accordance with the provisions of Arbitration
and Conciliation Act, 1996 as amended up to date and shall be subject to KOLKATA
 jurisdiction only. Arbitrator to be appointed by the Company. The place of
Arbitration shall be Kolkata.
This agreement is signed on this day 1stFebruary, 2020 in the presence of witness below:-

On behalf of the Company: On behalf of the Distributor:

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WITNESSES:

1)___________________________ 2)_________________________

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