Colorhome Channel Partner Agreement Form

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Photo CHANNEL PARTNER

APPOINTMENT FORM

FIRM/COMPANY NAME:

REGISTERED ADDRESS:

PINCODE:

FIRM/COMPANY PROFILE: PVT.LTD. PROPRIETORSHIP PARTNERSHIP

OWNER’S NAME:
RESIDENTIAL ADDRESS:

CONTACT NO:

EMAIL ID:

GST NUMBER:

AREA OF WORKING:

EXPECTED TURNOVER (P.M.):

BUSINESS DETAILS:

Current working with Turnover Credit Limit Credit Days

NO. OF STAFF GODOWN AREA SQ.FT. SHOP AREA SQ.FT

DATE OF APPOINTMENT:

Signature of CP
With Seal & Date.
SUNPU INDIA LED CO.LLP
REGISTERED ADDRESS: E-21, SECTOR-7, NOIDA -201301, U.P., INDIA
CORPORATE OFFICE: A-408, MOD APARTMENTS, VASUNDHARA ENCLAVE, DELHI – 110096
yourcolorhome colorhomelighting.com colorhome lighting
+91-120-4346767 Marketing@colorhomelighting.com www.colorhomelighting.com LLPIN: AAK-7373
BANK DETAILS
BANK NAME:
BRANCH:
IFSC CODE:

BUSINESS COMFORT (3 SECURITIES & 1 FOR BILLING & SIGNATURE VERIFICATION) SECURITY CHEQUE NO:
1.
2.
3.
PLEASE TICK THE DOCUMENTS WHICH YOU HAVE SUBMITTED ALONG WITH THE FORM (Photocopy)
PHOTOGRAPH (1 Nos.)
AADHAR CARD
PAN CARD
GST REGISTRATION
SECURITY CHEQUE (3 Nos.)
6 MONTH BANK STATEMENT

REMARKS:

Declaration
I/We, State that all information as mentioned in this application form is true & correct to the best of my/our
knowledge and information and I/we shall abide by and maintain the declaration made herein. I/we, further
agree that I/we shall keep the company indemnifiedabout any changes in the above stated information from time to
time if I/we continue to dealwith the Company.

Signature of Channel Partner


With Seal & Date.

Sales Representative Name:


Remark:
Signature of Representative:

APROVAL

SH/RM NAME:
Remark:
Signature of SH/RM:
SUNPU INDIA LED CO.LLP
REGISTERED ADDRESS: E-21, SECTOR-7, NOIDA -201301, U.P., INDIA
CORPORATE OFFICE: A-408, MOD APARTMENTS, VASUNDHARA ENCLAVE, DELHI – 110096
yourcolorhome colorhomelighting.com colorhome lighting
+91-120-4346767 Marketing@colorhomelighting.com www.colorhomelighting.com LLPIN: AAK-7373
CHANNEL PARTNER AGREEMENT

THIS NON-EXCLUSIVE DEALER AGREEMENT (“Agreement”) is made on this.


day of , 2023 by and between:

SUNPU INDIA LED CO. LLP, a company incorporated under the laws of the Republic of India, with its Registered place of
business located at E-21, Sector 7, Noida - 201301 and corporate office at A-408, MOD Apartments, Vasundhara Enclave,
Delhi - 110096 (the “Company”)

AND

, a company incorporated under the laws of the Republic of India,


with its principal place of business located at
(the “Dealer”).

WHEREAS

A. The Company is in the business of manufacturing and selling lighting products as more particularly described in
Schedule A (“Products”);
B. The Dealer is in the business of selling consumer / industrial products;
C. The Dealer is desirous of selling/distributing the Company’s Products in the geographic area set forth in Schedule B
attached hereto (“Territory”) on a continuing basis in accordance with the terms of this Agreement, and the Company
is also desirous of providing its Products to the Dealer for Selling/Distributing in the Territory;
D. The Parties are therefore entering into this Agreement to record the terms and conditions on which the Company shall

provide its Products to the Dealer and the Dealer shall sell /distribute the same in the Territory.

NOW, THEREFORE, in consideration of the promises hereinafter made by the parties hereto, it is agreed as follows:

SUNPU INDIA LED CO.LLP


REGISTERED ADDRESS: E-21, SECTOR-7, NOIDA -201301, U.P., INDIA
CORPORATE OFFICE: A-408, MOD APARTMENTS, VASUNDHARA ENCLAVE, DELHI – 110096
yourcolorhome colorhomelighting.com colorhome lighting
+91-120-4346767 Marketing@colorhomelighting.com www.colorhomelighting.com LLPIN: AAK-7373
1. Appointment of Dealership

1.1. Dealer’s Right:


a) The Company hereby appoints and grants the Dealer the non-exclusive right to sell the Products of the
Company within the Territory.

b) The Dealer agrees that, within the Territory, it shall: (i) maintain an inventory and establish a warehouse or

sales office for the Products, (ii) engage in promotional activities relating to the Products, and (iii) solicit or
accept orders for Products from any prospective customers.

c) The Dealer further agrees that it shall not make any modifications or changes to the Products or their packaging

without the prior written consent of the Company.

1.2. Company’s Right:


a) It is acknowledged and agreed that the Company owns all of the Proprietary Rights. The use by the Dealer of
the Proprietary Rights is authorized only for the purposes herein set forth and upon termination of this
Agreement for any reason, such authorization will cease.

b) Company reserves the right to take the following actions at any time without written notice to the Dealer and

without liability: (i) to add Products to or delete Products from Schedule A hereto, and (ii) to modify the design
or specification or pricing or packaging of the Products or upgrade the Products or any part of the Products.

c) The Company shall also have the right to sell the Products, on a direct or indirect basis, to certain customers or

specific accounts in the Territory.

1.3. Terms of Payment:


a) The Dealer shall pay for Products and spare parts at the prices specified in the Company’s then current price list

at the time of placement of order; which shall be circulated by the Company from time to time. The Company
shall have the right to revise the prices at any time without providing any written notice to Dealer. Price changes
shall also apply to accepted but undelivered purchase orders.

b) The Dealer shall be billed for the orders placed by him as per the Terms of Payment with the Company. The Terms

of Payment are at the sole discretion of the Company and the Terms of Payment subsisting at the time of
execution of this Agreement are as specified in Schedule C.
C) Company and all of its representatives are not responsible for the recovery of payments from retailers.

SUNPU INDIA LED CO.LLP


REGISTERED ADDRESS: E-21, SECTOR-7, NOIDA -201301, U.P., INDIA
CORPORATE OFFICE: A-408, MOD APARTMENTS, VASUNDHARA ENCLAVE, DELHI – 110096
yourcolorhome colorhomelighting.com colorhome lighting
+91-120-4346767 Marketing@colorhomelighting.com www.colorhomelighting.com LLPIN: AAK-7373
It is the sole responsibility/obligation of the distributor to ensure that payments are adequately recovered from their
respective retailers.

c) The Dealer agrees to pay such invoices when due, as per the terms of the invoice and regardless of subsequent
scheduled deliveries. Invoices not paid within the agreed period from the due date in accordance with the terms
specified in the invoice, shall attract interest payable at 2% per month against the unpaid balance from the due
date until the date of payment.

d) Prices are inclusive of transportation costs for delivery of the Products at the premises of the Dealer, as specified

by the Dealer. Prices are exclusive of any taxes. If the Company is liable to pay any taxes or duties which are not
included in the charges for the Product, the Company shall add the appropriate taxes on its invoices to the Dealer.

e) The Dealer shall not make any unilateral deductions from the amount payable to the Company. In the event the
Dealer seeks any refund or adjustment, it shall provide a written notice of the claim to the Company along with
supporting documents. The Company shall consider the claim submitted by the Dealer and if the claim is accepted
by the Company at its sole discretion, then the Company shall issue a credit note for an equivalent amount to
the Dealer.

f) The Dealer agrees that during the term of this Agreement, they will give three pre- signed blank cheques from a
Nationalized Bank or Scheduled Bank in India as security. For the avoidance of doubt, “Schedule Bank” shall mean
a bank as defined under
section 2(e) of the Reserve Bank of India Act,1934.

g) The Parties agree and acknowledge that the Company shall accept payment towards the invoices raised, from

the Dealer itself. The Company may at its sole discretion accept payment from any third party towards
satisfaction of the invoices raised to the Dealer, but shall not be under any obligation to do so.
If the Dealer is desirous of making payments through a third party, it shall submit a written request seeking
Company’s consent for the same. Such a request shall be made by the Dealer at least 15 (fifteen) days prior to
the due date for delivery of the Products in respect of which payment is sought to be made through a third party.
Any such consent provided by the Company shall be considered as being limited to the specific consignment of
Products in respect of which permission is sought and shall not be construed as a continuing consent for the
acceptance of payment from third party.

SUNPU INDIA LED CO.LLP


REGISTERED ADDRESS: E-21, SECTOR-7, NOIDA -201301, U.P., INDIA
CORPORATE OFFICE: A-408, MOD APARTMENTS, VASUNDHARA ENCLAVE, DELHI – 110096
yourcolorhome colorhomelighting.com colorhome lighting
+91-120-4346767 Marketing@colorhomelighting.com www.colorhomelighting.com LLPIN: AAK-7373
(h) Prior to the title of the Products transfer from the Company to Dealer, the Dealer shall pay to the Company all
such amounts which are due and payable under the Agreement upon the demand of the Company. If the
Dealer fails to make such payment within ten (10) business days upon receipt of such demand, the Dealer shall
immediately return the Products to the Company and all costs will be borne by the Dealer. In the event that the
Dealer fails to return such Products, the Dealer hereby consents to the Company, or any third party appointed
by Company, to enter the premises of the Dealer for repossession of such Products.

2. MARKETING AND SUPPORT

2.1. Sales: Dealer shall use its best efforts to promote the sale and distribution of the Products and to provide adequate
support; the efforts shall include the following:

a) Provide an adequate, trained sales and technical staff to promote the sale and support services for the Products
and participate in such training programs, as may be organized by the Company;

b) Undertake promotional campaigns and canvas prospective users to stimulate the sales of Products with prior

written approval of the Company;


c) Provide the Company with the following reports in such manner and in such form as specified by Company and

agreed to by the Dealer: (i) forecasts of every month of the Dealer’s probable requirement for the next 3 (three)
months for Products and accessories; and (ii) monthly report regarding the details of stock of Products and
accessories with the Dealer.

d) Establishing and maintaining appropriate, attractive and accessible premises and facilities for the display and

demonstration of Products in accordance with the terms and conditions agreed with the Company;

e) Implement Promotion Schemes (as defined in Clause 2.3 below) specified by the Company.

f) Pay all costs, charges and expenses in connection with the sales, marketing and distribution, advertising and
promotion of the Products. Provided however, Company may, in its sole discretion, offer support to the Dealer
in advertising, promotion and other business development of the Products on a case-by-case basis, in accordance
with terms mutually agreed by the Company and the Dealer.

SUNPU INDIA LED CO.LLP


REGISTERED ADDRESS: E-21, SECTOR-7, NOIDA -201301, U.P., INDIA
CORPORATE OFFICE: A-408, MOD APARTMENTS, VASUNDHARA ENCLAVE, DELHI – 110096
yourcolorhome colorhomelighting.com colorhome lighting
+91-120-4346767 Marketing@colorhomelighting.com www.colorhomelighting.com LLPIN: AAK-7373
2.2. Pricing of Products: The Company shall specify to the Dealer in writing: (a) the price at which the Products will be
sold to the Dealer; and (b) the maximum retail price at which the Dealer is permitted to sell the Products to the
customers. The Dealer hereby acknowledges and agrees that it shall not sell any Products at a price higher than the
maximum retail price specified by the Company.

2.3. Promotion Schemes: The Company may, from time to time, design promotional schemes for the Products in the

Territory (“Promotion Scheme”) and require the Dealer to implement the same.

2.4. Advertising: The Company at its sole discretion, upon request, assist the Dealer on advertising, sales promotion, and
public relations campaigns to be conducted on a case- by-case basis as agreed by the parties, including providing the
Dealer with documentation of previous promotional campaigns conducted in connection with the Products, and shall
provide necessary technical information and assistance.

2.5. Training: Company shall provide for training of Dealer's sales and technical representatives at various times and

locations, as designated by Company. Enrollment in training courses shall be limited to a reasonable number of
persons who shall be sufficiently qualified to take the courses. Dealer shall pay the salaries and all travel and lodging
expenses and subsistence of its representatives.

2.6. Inventory: Dealer shall maintain a sufficient inventory of the Products and spare parts to serve the customers in the
Territory.

2.7. Customer Service: The Dealer shall provide effective customer service (including, but not limited to, taking orders,
responding to customer inquiries, fulfilling requests for quotes on Product pricing and providing after-sales services
and replacement, as per the Company’s policy) on a timely basis and shall provide such further assistance and
information to customers, as is reasonably requested by the Company. The Dealer shall employ competent and
experienced sales and technical staff. The Dealer shall provide adequate and appropriate training to its staff
concerning the Products.

SUNPU INDIA LED CO.LLP


REGISTERED ADDRESS: E-21, SECTOR-7, NOIDA -201301, U.P., INDIA
CORPORATE OFFICE: A-408, MOD APARTMENTS, VASUNDHARA ENCLAVE, DELHI – 110096
yourcolorhome colorhomelighting.com colorhome lighting
+91-120-4346767 Marketing@colorhomelighting.com www.colorhomelighting.com LLPIN: AAK-7373
2.8. Reports: The Dealer shall provide the Company with monthly reports of volume and value of sale of Products, and
the Dealer’s activities to market the Products in the Territory. The report shall be prepared in accordance with any
guidelines issued by the Company from time to time. Each report shall be due within 7 (seven) calendar days after
the end of the month to which it relates. Provided however, the Company may require the Dealer to provide separate
reports regarding implementation of any Promotion Scheme in accordance with the time schedule specified therein.

2.9. Audit and Inspection Rights: The Company shall have the right, either itself or through a third party appointed by
it, to access the premises/warehouse of the Dealer and audit the books of accounts of the Dealer after providing a
prior written notice of 3 (three) days. The Dealer shall fully cooperate with the Company and any third party
appointed by the Company in this regard, for completion of such audit or inspection to the satisfaction of the
Company.

1. DELIVERY

1.1. Purchase Orders: The Dealer shall order Products by written notice sent to the Company’s address (i) in writing, on
the Dealer’s letter head, signed and stamped by its authorized signatory, or (ii) electronically, from the Dealer’s
(Channel Partner) email address or on what’s app. Each order shall specify the number of units to be shipped, and
the type of units to be shipped (as identified by Company model number indicated in the price list). Company shall
indicate its acceptance of such release by returning a signed copy to the Dealer. Company agrees to supply the
units to the Dealer closest to the delivery schedule set forth in each order, as accepted by Company, unless the
Company otherwise indicates in writing.

1.2. Authorised Representatives: The Dealer has a duty to ensure that it shall rely only on information and instructions
received in writing from the authorized representatives of the Company. The Company shall not be liable for any
loss or liability resulting from the Dealer’s reliance on representations of any other person, whether or not related
to the Company.

SUNPU INDIA LED CO.LLP


REGISTERED ADDRESS: E-21, SECTOR-7, NOIDA -201301, U.P., INDIA
CORPORATE OFFICE: A-408, MOD APARTMENTS, VASUNDHARA ENCLAVE, DELHI – 110096
yourcolorhome colorhomelighting.com colorhome lighting
+91-120-4346767 Marketing@colorhomelighting.com www.colorhomelighting.com LLPIN: AAK-7373
1.3. Shipment:
a) The Company shall be responsible for transporting the Products from the Company’s warehouse, to the
premises designated by the Dealer in writing.
The Dealer may request modification to the order in writing, only prior to shipment of the relevant Products
from Company’s warehouse. Any request for modification of order received after shipment from the
Company’s warehouse shall be deemed invalid.
b) Shipping dates are approximate and are based on prompt receipt of all necessary ordering information by the

Company, from the Dealer.


c) All Products transported hereunder shall be deemed to be accepted by the Dealer, conforming to the terms of

this Agreement, and the Dealer shall have no right to revoke such acceptance unless a written notice of any
claimed nonconformity is received by the Company within two (2) calendar days of delivery thereof.
Notwithstanding the foregoing, any use of a Product by the Dealer, its agents, employees, contractors, sub-
distributor or licensees, for any purpose, after delivery thereof, shall constitute irrevocable acceptance of that
Product by the Dealer.

2. TRADEMARKS

2.1. Ownership: The Dealer acknowledges the Company’s exclusive ownership of all trademarks, service marks, logos,
brand names, trade names, trade dress, domain names and/or slogans used by Company in connection with the
Products from time to time (whether registered or unregistered) (“Trademarks”), and acquires no right, title or
interest in or to the Trademarks hereunder. Any and all goodwill associated with the Trademarks will inure
exclusively to the benefit of the Company. During the Term, the Dealer shall not attempt to register any Trademarks
or any trademarks, service marks, logos, brand names, trade names, trade dress, domain names and/or slogans
confusingly similar to the Trademarks. The Dealer shall execute all documents and undertake all such activities as
may be necessary, in Company’s reasonable opinion to establish the Company’s ownership of any rights in and to
the Trademarks, at the Company’s expense.

2.2. Grant of Rights: The Company hereby grants the Dealer for the Term, and subject to the terms and conditions

herein, a non-exclusive, non-transferable, revocable right to use the Trademarks in connection with the marketing,

SUNPU INDIA LED CO.LLP


REGISTERED ADDRESS: E-21, SECTOR-7, NOIDA -201301, U.P., INDIA
CORPORATE OFFICE: A-408, MOD APARTMENTS, VASUNDHARA ENCLAVE, DELHI – 110096
yourcolorhome colorhomelighting.com colorhome lighting
+91-120-4346767 Marketing@colorhomelighting.com www.colorhomelighting.com LLPIN: AAK-7373
use, sale and service of the Products in the Territory, in accordance with any guidelines issued by Company from
time to time. The Dealer shall not alter or remove any Trademarks applied to the Products. During the Term, the
Dealer shall have the right to indicate to the public that it is an authorized dealer of the Products.

3. CONFIDENTIALITY

3.1. Obligations of Non-Disclosure and Non-Use: Unless otherwise agreed in advance and in writing by the
disclosing party, or except as expressly permitted by this Agreement, the receiving party will not, except as
required by law or court order, use Confidential Information of the disclosing party or disclose it to any third
party for the Term and for a period of 3 (three) years thereafter. The receiving party may disclose Confidential
Information of the disclosing party only to its specific employees or contractors on a need to know basis. In
addition, prior to any disclosure of such Confidential Information to any such employee or contractor, such
employee or contractor shall be made aware of the confidential nature of the Confidential Information and shall
execute, or shall already be bound by, a non- disclosure agreement containing terms and conditions consistent
with the terms and conditions of this Agreement. In any event, the receiving party shall be responsible for any
breach of the terms and conditions of this Agreement by any of its employees or contractors. The receiving party
shall use the same degree of care to avoid disclosure of the disclosing party’s Confidential Information as the
receiving party employs with respect to its own Confidential Information of like importance, but not less than a
reasonable degree of care.

For the purpose of this clause, “Confidential Information” means any and all information that is disclosed by one
party to the other party and that relates to a party’s business or the Parties’ business relationship hereunder,
including, but not limited to, information concerning the Products, a party’s finances, products, services, customers
and suppliers. Any Confidential Information disclosed in tangible form shall be marked as “CONFIDENTIAL” or
“PROPRIETARY” or by a similar legend by the disclosing party prior to disclosure. Any Confidential Information
disclosed orally or visually shall be identified as such prior to, concurrent with or following disclosure and
summarized in writing by the disclosing party to the receiving party within thirty (30) calendar days of the
disclosure. Confidential Information shall not include information which: (i) is in or comes into the public domain
without breach of this Agreement by the receiving party; (ii) was in the possession of the receiving party prior to
receipt from the disclosing party and was not acquired by the receiving party from the disclosing party under an
obligation of confidentiality or non-use; (iii) is acquired by the receiving party from a third party not under an
obligation of confidentiality or non-use to the disclosing party; or (iv) is independently developed by the receiving
party without use of any Confidential Information of the disclosing party.

SUNPU INDIA LED CO.LLP


REGISTERED ADDRESS: E-21, SECTOR-7, NOIDA -201301, U.P., INDIA
CORPORATE OFFICE: A-408, MOD APARTMENTS, VASUNDHARA ENCLAVE, DELHI – 110096
yourcolorhome colorhomelighting.com colorhome lighting
+91-120-4346767 Marketing@colorhomelighting.com www.colorhomelighting.com LLPIN: AAK-7373
3.2. Return of Confidential Information: Upon the termination or expiration of this Agreement for any reason, or upon
the disclosing party’s request, the receiving party will deliver to the disclosing party all of the disclosing party’s
property or Confidential Information in tangible form that the receiving party may have in its possession or control.

3.3. Infringement of Intellectual Property Rights: The Dealer agrees that if it is notified or otherwise obtains
knowledge of any actual or alleged infringement of the trademarks or any other intellectual property rights of
Company by a third party in the Territory, the Dealer will promptly notify the Company. No legal proceedings shall
be instituted by the Dealer against any third party in respect of any such actual or alleged infringement without the
prior written consent of Company. Dealer shall cooperate fully with Company in any legal proceedings instituted by
Company, at Company’s expense.

4. WARRANTY

4.1. Products Warranty: The Company warrants that the Dealer shall acquire Products purchased hereunder free and
clear of all liens and encumbrances. The Company further warrants all Products to be free from defects in material
or workmanship under normal use and service for a specified period from the date of delivery in accordance with
Company’s policy.

4.2. Misuse of Products: Any tampering, misuse or negligence in handling or use of Products renders the warranty void.
Further, the warranty is void if, (a) at any time, Dealer attempts to make any internal changes to any of the
components of the Products; (b) at any time the power supplied to any part of the Products exceeds the rated
tolerance; (c) any external device attached by the Dealer creates conditions exceeding the tolerance of the
Products; or (d) any time the serial number plate is removed or defaced. OPERATION OF THE PRODUCTS THAT
RENDERS THIS WARRANTY VOID WILL BE DEFINED TO INCLUDE ALL OF THE POSSIBILITIES DESCRIBED IN THIS
PARAGRAPH, TOGETHER WITH ANY PRACTICE WHICH RESULTS IN CONDITIONS EXCEEDING THE DESIGN
TOLERANCE OF THE PRODUCTS.

5. DURATION OF AGREEMENT

5.1. Term: The term of this Agreement shall be for 3 (three) years from the date hereof, unless
sooner terminated (“Term”). This agreement may be renewed for further terms based on mutual agreement between
SUNPU INDIA LED CO.LLP
REGISTERED ADDRESS: E-21, SECTOR-7, NOIDA -201301, U.P., INDIA
CORPORATE OFFICE: A-408, MOD APARTMENTS, VASUNDHARA ENCLAVE, DELHI – 110096
yourcolorhome colorhomelighting.com colorhome lighting
+91-120-4346767 Marketing@colorhomelighting.com www.colorhomelighting.com LLPIN: AAK-7373
the Parties. Any termination of this Agreement shall not relieve either party of obligations incurred prior thereto.

2.10. Termination: This Agreement may be terminated only:


a) By either party for substantial breach of any material provision of this Agreement by the other, provided due
notice has been given to the other of the alleged breach and such other party has not cured the breach within
thirty (30) days thereof; or
b) By the Company if: there is an unacceptable change in the control or management of the Dealer; if the Dealer

ceases to function as a going concern or makes an assignment for the benefit of creditors; if a petition for
bankruptcy is filed by or against the Dealer, resulting in an adjudication of bankruptcy; or, if the Dealer fails to
pay its debts as they become due; provided due notice has been given by the Company to the Dealer and the
Dealer has not cured such breach within thirty(30) days thereof;

c) Upon termination of this Agreement all further rights and obligations of the parties shall cease, except that
Dealer shall not be relieved of (i) its obligation to pay any monies due, or to become due, as of or after the
date of termination, and (ii) any other obligation set forth in this Agreement which is to take effect after the
date of termination.

3. NOTICES

3.1. Notice or Communication: Any notice or communication required or permitted hereunder shall be in writing and
shall be sent either: (i) electronically, from and to the authorized email address of the relevant party as specified
below, or (ii) by registered mail, return receipt requested, postage prepaid and addressed to the addresses set forth
below or to such changed address as any party entitled to notice shall have communicated in writing to the other
party.

For the Company:


Attention: Pramesh Gupta
Address: E-21, Sector 7, Noida - 201301
Tel. No.: 0120-4346767
Fax No.:
E-mail: hrd@colorhomelighting.com

SUNPU INDIA LED CO.LLP


REGISTERED ADDRESS: E-21, SECTOR-7, NOIDA -201301, U.P., INDIA
CORPORATE OFFICE: A-408, MOD APARTMENTS, VASUNDHARA ENCLAVE, DELHI – 110096
yourcolorhome colorhomelighting.com colorhome lighting
+91-120-4346767 Marketing@colorhomelighting.com www.colorhomelighting.com LLPIN: AAK-7373
For the Dealer:
Attention: Address:
Tel. No.:
Fax No.:
E-mail:

Any notices or communications to either party hereunder shall be deemed to have been given when sent to the
specified email address of the party, or deposited in the mail, addressed to the then current address of such party,
as the case may be.

Any notice or communication given by either party pursuant to this Agreement shall be deemed to effective only if
addressed to the person/address specified herein. For the avoidance of doubt, it is clarified that any oral
communication by either party or its representative to the other shall not be acceptable as effective notice or
communication under the terms of this Agreement.

5.2. Date of Effectiveness: Any such notice or communication so mailed shall be deemed delivered and effective: (i)
when a read receipt is received from the email address to which it is sent, if sent electronically, or (ii) 48 (forty-
eight) hours after mailing of the notice or communication, if sent by registered mail.

6. GENERAL PROVISIONS

6.1. Independent Contractors: It is understood that both Parties hereto are independent contractors and engage in the
operation of their own respective businesses. Neither party hereto is to be considered the agent of the other party
for any purpose whatsoever and neither party has any authority to enter into any contract or assume any obligation
for the other party or to make any warranty or representation on behalf of the other party. Each party shall be
fully responsible for its own employees, servants and agents, and the employees, servants and agents of one party
shall not be deemed to be employees, servants and agents of the other party for any purpose whatsoever.

SUNPU INDIA LED CO.LLP


REGISTERED ADDRESS: E-21, SECTOR-7, NOIDA -201301, U.P., INDIA
CORPORATE OFFICE: A-408, MOD APARTMENTS, VASUNDHARA ENCLAVE, DELHI – 110096
yourcolorhome colorhomelighting.com colorhome lighting
+91-120-4346767 Marketing@colorhomelighting.com www.colorhomelighting.com LLPIN: AAK-7373
9.2 Indemnity. The Dealer agrees that it shall indemnify and hold the Company, and its officers, directors, employees and

agents (collectively, the “Indemnitees”) harmless from and against any and all damages, claims, losses, expenses,
costs, obligations, and liabilities including, without limiting the generality of the foregoing, liabilities for attorneys’
fees (“Loss and Expense”), suffered, directly or indirectly, by an Indemnitee by reason of, or arising out of, (i) any
breach of any representation or warranty made by the Distributor or Dealer (Channel Partner) pursuant to this
Agreement, (ii) the Dealer’s representation of the Products in a manner inconsistent with the Company’s Product
descriptions and warranties (iii) the Dealer’s marketing, distribution, use or sale of the Products

(iv) any failure by the Dealer (Channel Partner) to perform or fulfill any of its covenants or agreements set forth in this
Agreement, or (v) any litigation, proceeding or claim by any third party relating in any way to the obligations of the
Dealer under this Agreement.

6.2. Force Majeure: Company shall not be in default by reason of any failure in its performance under this Agreement if
such failure results from, whether directly or indirectly, fire, explosion, strike, freight embargo, Act of God or of
the public enemy, war, civil disturbance, act of any government, de jure or de facto, or agency or official thereof,
material or labor shortage, transportation contingencies, unusually severe weather, default of any other
manufacturer or a Company or subcontractor, quarantine, restriction, epidemic, or catastrophe, lack of timely
instructions or essential information from Dealer, or otherwise arisen out of causes beyond the control of the
Company. Nor shall the Company at any time be liable for any incidental, special or consequential damages.

6.3. Assignment: This Agreement constitutes a personal contract and Dealer (Channel Partner) shall not transfer or assign
same or any part thereof without the advance written consent of the Company.

3.2. Entire Agreement: The entire Agreement between the Company and the Dealer covering the Products is set forth
herein and any amendment or modification shall be in writing and shall be executed by duly authorized
representatives in the same manner as this Agreement. Any provisions, terms or conditions of the Dealer's purchase
orders which are, in any way contradicting of this Agreement, except those additional provisions specifying quantity
and shipping instructions, shall not be binding upon the Company and shall have no applicability to the sale of goods
by the Company to the Dealer.

SUNPU INDIA LED CO.LLP


REGISTERED ADDRESS: E-21, SECTOR-7, NOIDA -201301, U.P., INDIA
CORPORATE OFFICE: A-408, MOD APARTMENTS, VASUNDHARA ENCLAVE, DELHI – 110096
yourcolorhome colorhomelighting.com colorhome lighting
+91-120-4346767 Marketing@colorhomelighting.com www.colorhomelighting.com LLPIN: AAK-7373
3.3. Separate Provisions: The provisions of this Agreement are severable, and if any one or more such provisions are
determined to be illegal or otherwise unenforceable, in whole or in part, under the laws of Indian jurisdiction, the
remaining provisions or portions hereof shall, nevertheless, be binding on and enforceable by and between the
parties hereto.

3.4. No Liability: The Company shall not be liable for any damages, claims, losses, expenses, costs, obligations and
liabilities, resulting from any fraudulent or illegal or unauthorized act of its employees or representatives in the
performance of their duties.

3.5. Jurisdiction clause: The Parties hereby agree that notwithstanding anything contained in this Agreement executed
by the Parties, all matters, questions, interpretations, defaults, breach, disputes, differences and/or claims between
the Parties arising out of and/or concerning and/or in consequence of or relating to the Agreement or as the
construction thereof or any of the terms or conditions thereof under the Agreement be subsisting at the time of such
disputes and whether or not the Agreement has been terminated or purported to be terminated or completed shall
be governed by, and construed in accordance with, the laws of India. The Parties irrevocably agree that the courts of
DELHI shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims)
arising out of or in connection with this Agreement or its subject matter or formation.

4. IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their duly authorized officers as
of the date and year indicated above.

COMPANY

By: ________________________ (Regional Manager)

CHANNEL PARTNER (Dealer/Distributor)

By: _________________________ (Authorized Signatory & Seal)

SUNPU INDIA LED CO.LLP


REGISTERED ADDRESS: E-21, SECTOR-7, NOIDA -201301, U.P., INDIA
CORPORATE OFFICE: A-408, MOD APARTMENTS, VASUNDHARA ENCLAVE, DELHI – 110096
yourcolorhome colorhomelighting.com colorhome lighting
+91-120-4346767 Marketing@colorhomelighting.com www.colorhomelighting.com LLPIN: AAK-7373

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