Date: 30-Nov-2023

Ref No: LOI/F24/MP/18

JABALPUR TRACTORS
INFRONT OF KRISHI MANDI,
DAMOH NAKA ROAD, JABALPUR
DISTRICT: JABALPUR
MADHYA PRADESH
PIN-482001

SUBJECT: LETTER OF INTENT FOR APPOINTMENT AS AUTHORIZED DEALER FOR THE SALES AND
SERVICE OF “SONALIKA” RANGE OF TRACTORS, ITS GENUINE SPARE PARTS AND
LUBRICANTS.
Dear Sir,

This is in reference to your request and subsequent discussions we had with you for appointing you
as the authorized dealer for Sales and Service of “Sonalika” range of Tractors, its genuine spare parts
and lubricants.

We (International Tractors Limited, hereinafter referred to as “Company/ITL”) are pleased to express

our intention to appoint you as the non- exclusive authorized dealer for sales and service of
“Sonalika” range of tractors, its genuine spare parts and lubricants for Tehsil(s) Jabalpur and Kundam
of District Jabalpur in the state of Madhya Pradesh.

This authorized dealership will be treated as an independent dealership/business for the purpose of
infrastructure, manpower deployment, working capital deployment, tractor/spare parts/lubricants
stocking, target achievement etc. and is subject to the following terms and conditions:

1) You shall take all necessary steps and at all times maintain a permanent dealership facility in
accordance with the norms, guidelines and directions of the Company communicated to you
from time to time. Any change in the location specified in this LETTER OF INTENT shall
require the prior written consent of the Company, failing which, the Company would be
authorized to terminate the dealership.

2) Location of your proposed Dealership will be Infront of Krishi Mandi, Damoh Naka Road,
Jabalpur, District Jabalpur PIN- 482001 Madhya Pradesh.

3) Construction of showroom and workshop at Infront of Krishi Mandi, Damoh Naka Road,
Jabalpur, District Jabalpur PIN- 482001 Madhya Pradesh will be started immediately and shall
be completed within 30 days from the date of LOI.
4) You shall set up the workshop and service facilities at Infront of Krishi Mandi, Damoh Naka
Road, Jabalpur, District Jabalpur PIN- 482001 Madhya Pradesh as per the instructions/
guidelines/ specifications laid down and approved by the Company. You shall equip the
workshop and service facility with the equipment and special tools etc. as per Company’s
specifications and directions and shall also make all arrangements to provide the customer
services as per standards prescribed by the Company from time to time. The staff at the
dealership/workshop shall be trained and well qualified.

5) You will open/provide Branch (s) at Kundam by 15-Dec-2023 and Charganwa by 15-Jan-
2024. The area of operation offered to you is subject to your taking appropriate steps within
the provided time frame.

6) We understand from your application that the proposed Dealership would be a

Proprietorship of Rohit Soni as Proprietor whose authorized signatory would be Rohit Soni
before any change in the composition of dealership, a prior written approval/permission
from the Company shall be obtained and the dealer/any partner or partners shall not
sell/assign/change or part with or otherwise transfer his/her/its interest in the dealership
without the prior intimation and approval of the Company, failing which, the dealership is
liable to cancelled/terminated

7) The land (along with the structure/construction) being offered for Dealership must be duly
registered with appropriate authorities within 45 days from the date of issuance of letter of
intent, failing which, the dealership/letter of intent is liable to be withdrawn/cancelled. You
shall ensure all legal compliances pertaining to the dealership/premises and adhere to the
various applicable laws.

8) You shall operate from the approved premises as above, so that customers can be rendered
proper and quality services with the primary responsibility of sales and service of Sonalika
range of Tractors and its genuine spare parts.

9) The dealership premises/showroom/workshop etc. shall be used exclusively for this

dealership and no other or any additional business/activity is permitted from the said
premises.
10) All the sales from the company to dealer will be on ex-factory/ ex-depot basis, as the case
may be.

11) You shall make necessary arrangements for displaying 12 tractors in your showroom. This
number may increase as per the Company’s requirements and norms, which will be
communicated to you from time to time.

12) You shall be required to stock only genuine spare parts and lubricants of Sonalika range of
tractors in such a quantity so that all range/models of tractors are covered. Only genuine
spare parts/lubricants/accessories shall be sold/used which shall be purchased only from the
Company’s designated stockiest or directly from the Company. The list of such stockiest will
be communicated to you separately.

13) You shall solely be responsible for obtaining all necessary approvals, sanctions, permissions,
licenses for construction, operation and maintenance of the aforementioned
facility/dealership from municipal, local and Governmental authority (ies). Any penalty
imposed/action taken by any municipal, local, statutory or governmental authority (ies) at
any point of time shall be dealt with by you without any recourse to /claim against the
Company.

14) You shall keep a minimum floating stock of 12 tractors comprising of prevailing models in
your area or as instructed by the Company, for display and sale at any point of time. The
dealer shall keep/maintain a minimum stock of tractors and spare parts as directed by the
Company from time to time.

15) You will achieve a minimum sale of 150 nos. of tractors in first year and a market share of
18.0 %. The Company shall be authorized to periodically evaluate the dealers’ performance
and its responsibilities in the areas of sales, service, dealership facilities, customer
satisfaction etc. and issue appropriate instructions/guidelines which need to be adhered
to/complied with by the dealer. The Company shall have the right to inspect and examine the
dealer’s facilities, premises, all records, books of accounts etc. and the dealership shall
furnish all necessary documents/information sought by the Company.

16) You shall deposit the following money(ies) with the Company in the form of DD payable at
Hoshiarpur:
 A) Interest free Security deposit for Rs.100000 Only.

B) Rs 300000 only towards spare parts and special tools.

17) You shall invest/raise/make available your own funds / funding of Rs.125 Lakh only before
10-Dec-2023 and Own Funds of Rs.15 Lakh only before 25-Feb-2024 for tractors stock. You
shall keep/maintain the desired/optimum stock of spare parts.

18) You shall comply with the Company’s guidelines and directions issued to you from time to
time regarding the running of the dealership, media and outdoor advertisement or any other
form of advertisement, printed materials, stationary and uniform for your staff etc.

19) You shall recruit Sales Manager - 1, Cluster Head(s) – 3, Field Salesmen - 5, Commercial
Executive - 1, Mechanic(s) - 2, Mechanic Cum Installer - 1, Helper(s) - 1, Workshop Manager
- 1 and Storekeeper - 1. You shall provide motorcycles to sales manager and field salesmen
with mobile phones at your own cost. The dealership shall be equipped with a Fax machine,
computer with internet connection, printer and a landline number.

20) You shall send the details of your employees along with their qualifications and experience
for training purposes in conformity with the instructions/guidelines laid down and prescribed
by the Company from time to time.

21) This LETTER OF INTENT shall become void and would stand nullified/cancelled, without any
notice by the Company, unless each of the conditions mentioned in this letter are strictly
complied with by you within the specified time frame. The letter of intent shall be location
specific and the same will become nullified if there is any change in the site/location
approved for Dealership. Location can be changed only with the express consent of the
Company.

22) The dealers of International Tractors Limited are strictly prohibited from selling/promoting
either directly or indirectly any other brand of tractor(s), spare parts, lubricants and
farm/agricultural equipment. The dealer/any partner shall not directly or indirectly involve in
any activity which promotes the product of the competitors. The dealer shall not take the
dealership of any other brand of tractor or farm/agricultural equipment and shall not be
associated with the same in any manner whatsoever, directly or indirectly without the
express and written consent of the Company. In the event of flouting these, the dealership is
liable to be cancelled.
23) Relationship between ITL and the dealer(s) is on Principal to Principal basis and under no
circumstances the dealer should be construed as an agent of the Company/ITL. Relationship
between the dealer(s) and ITL is that of a buyer and seller. The dealership is an independent
business and ITL shall not be held liable/responsible for any acts of omission or commission
on part of the dealer(s). The Dealer/his employees or any person acting on behalf of the
Dealer shall not have any express/ implied right or authority to assume or create any
obligation on behalf of or in the name of the Company or to bind the Company in any
manner whatsoever. The employees of the dealer shall have no right in or have any claim
against the Company

24) ITL at its discretion reserves its right to curtail or enlarge the territory of the dealer or
appoint an additional dealer(s) in his/its area keeping in view its business interests, the
performance or performance commitment(s) of the dealership w.r.t volumes, market share,
funds involvement by the dealership, manpower deployment or any other parameter/norms
set from time to time. These factors/considerations are only enumerative/illustrative and not
exhaustive. The decision of the Company shall be binding and the dealer shall not be entitled
to challenge the same.

25) All costs/expenses pertaining to the setting up of/establishing and running the dealership
shall be the sole responsibility of/borne by the dealer.

26) The dealer shall be obliged to promote the sale of the products of the Company in the
assigned territory in an effective manner and shall take active interest in the business and
undertake sales promotion activities. The Company shall be fully authorized to set sale
targets for the dealer and determine the investment to be made in the dealership.

27) The Company shall not be liable for any claims, losses and/or damages, if any, resulting from
this LETTER OF INTENT becoming void/nullified/cancelled for any reason whatsoever.

28) The Company does not guarantee or promise profits and as such the dealer shall have no
claim whatsoever against the Company towards the losses suffered by it, if any, during the
course of its business/dealership. The dealer after making a conscious decision has applied
for the dealership and would be investing in the dealership after fully understanding the
business intricacies and the risks involved.
29) The other/additional terms and conditions for appointment of dealer/dealership of Sonalika
Tractors and Spares are given in Annexure-A, which are an integral part of this LOI and are in
addition to and not in derogation to the terms and conditions mentioned elsewhere in the
LOI.

30) If the dealer/dealership avails any financial assistance or has financial exposure to any
Bank/financial institution, then it shall be the sole responsibility/liability of the
dealership/dealer to maintain financial discipline and to settle all the dues. If there are any
dues/outstanding of the dealer and the Bank(s)/financial institution(s) approaches ITL for the
same, then ITL can withhold the credit balance/security deposit available with it till the dues
of the financial institution(s) are cleared/paid or at its discretion can directly pay the
Bank(s)/financial institution(s) the outstanding amount from the credit balance/security
deposit of the dealer.

31) The Dealer in its/his individual capacity is liable to pay/discharge all duties, taxes, levies,
penalties etc. as applicable/levied from time to time by the authorities. Such taxes/levies
cannot be recovered or fastened on ITL.

32) The dealer shall adopt ethical and fair business practices and shall provide good
quality/satisfactory services to the customers and not indulge in any unfair trade/business
practices. The customers shall not be overcharged for the products or the services and the
customer’s issues/complaints shall be promptly addressed to. The dealer shall be solely
responsible for the services provided to the customers and shall keep the Company harmless
and indemnified from any loss/claims/damages arising out of any misrepresentation, acts of
commission/omission, unfair trade practices or customer/service issues, any malpractices,
deficiency in service etc.

33) The dealer shall not at any time whether during the period of this LOI or after its termination,
divulge or make known any confidential information pertaining to the Company/its business
including but not limited to business transactions/information, data pertaining to the
customers, technical data, business practices/procedures/intricacies etc. to any third
person/entity.
34) The dealer shall not misuse or use for any purpose other than the purpose of the dealership,
the name/logo/signage etc. of the company.

35) The Company/ITL can terminate the dealership if the dealer breaches any of the term(s)
and/or condition(s)/covenant of the LOI or does not comply with the instructions/guidelines
given/issued by the Company from time to time or if the performance of the dealer is not
satisfactory or if it fails to achieve/meet the sales target or failure to establish/invest/infuse
or maintain the required funds/capital/working capital or if the dealer becomes insolvent or
if the net worth is eroded or in the event of dissolution/liquidation of the dealer or any other
circumstances which makes it unfit for carrying out its dealership obligations/duties or if the
dealer indulges in any activity which is prejudicial to the interests of the Company or if the
dealer indulges in any fraud or indiscipline including financial discipline or if there are any
integrity issues or if it is necessary to do so keeping in view the business interests of the
Company. The LOI/Dealership can be cancelled/terminated if the dealer has suppressed any
material fact(s) at the time of applying for the dealership or any fact(s)/conduct of the dealer
(before or after getting the dealership) comes to the knowledge of the Company, which
is/are prejudicial to the Company’s interest or are unbecoming of/continuing as a dealer. The
grounds given herein are only enumerative/illustrative and not exhaustive. The decision of
the Company/ management in such a case shall be final and binding.

36) In the event of termination of the dealership as per the terms of the LOI, the dealer shall not
be entitled to any compensation or claim for any loss or damage from the company in
respect of goodwill, losses or otherwise. After the termination of the dealership, the dealer
shall cease representing itself as an authorized dealer of ITL and refrain from any
action/conduct, advertisement, representation, statement or implication that it is still the
authorized dealer of the company and shall remove all the Company’s signage/logo etc. from
its premises. Even after the termination, the dealer shall be required to fulfill all its
obligation/duties undertaken during the subsistence of the dealership. If for any reason the
company continues to supply the products to the dealer after the termination of the
dealership, it shall not be construed as a waiver of termination or renewal of the dealership.

37) The company at its sole discretion can change/ alter/ amend these terms/conditions without
assigning any reason(s).
 38) All disputes of whatsoever nature arising between the parties are subject to the exclusive
jurisdiction of Hoshiarpur (Punjab) courts only. Jurisdiction of courts at any other place is
expressly barred.

As token of your acceptance to this LETTER OF INTENT, please sign and return us the duplicate copy
of this letter. On having signed this LOI it shall be deemed and construed that you have read over and
understood the contents thereof and have voluntarily agreed to the same only then have affixed your
signatures as a token of acceptance. On your signing this LOI, this document becomes a binding
agreement between the parties governing their relationship, rights and obligations.

We welcome you to SONALIKA family and look forward for a long and prosperous association.

Yours faithfully
For International Tractors Ltd.

Vivek Goyal Accepted

President and Chief (Sales & Marketing)
(Dealer’s signatures with seal and name of the person signing it)
Place: Hoshiarpur (Punjab)
 ANNEXURE –A (INTEGRAL PART OF THE LOI)

30-Nov-2023
JABALPUR TRACTORS
INFRONT OF KRISHI MANDI,
DAMOH NAKA ROAD, JABALPUR
DISTRICT: JABALPUR
MADHYA PRADESH
PIN-482001

SUB: ADDITIONAL TERMS AND CONDITIONS FOR APPOINTMENT OF DEALER/DEALERSHIP OF

SONALIKA RANGE OF TRACTORS, ITS SPARE PARTS AND LUBRICANTS FOR Tehsil(s) Jabalpur and
Kundam of District Jabalpur in the state of Madhya Pradesh.

1. The Dealers to have an impressive and exclusive showroom / godown for the proper
display of Sonalika Tractors at a suitable location in their area(s). An independent fully
equipped workshop is to be maintained.
2. Dealers will provide duly fenced godown with roof to stock 12 tractors.
3. Dealers shall keep adequate stock of genuine spares.
4. Trained technical staff shall be maintained in the workshop.
5. Dealers shall convey daily stock and billing to the Company at its Hoshiarpur office or as
instructed.
6. Receipt of tractors shall be duly intimated to the Company at its Hoshiarpur Office or as
instructed.
7. A minimum stock of 12 tractors shall be maintained at any time.
8. Company officials are free to check, change procedures and operational systems on any
working day and the dealers should extend all help to them and ensure compliance.
9. Transportation of goods to dealer’s destination will be at the cost of dealers and
chargeable to dealers as per rules/policy of the Company.
10. The dealers are expected to work with utmost integrity and if any dealer(s) is found to be
lacking in discharging his duties or indulging in indiscipline or his activities are found to be
prejudicial to the interests of the company, his appointment/dealership can be
terminated/cancelled without any notice. The decision of the management in such a cases
shall be final.
11. Dealers shall obtain open insurance policy for tractors in transit to dealership.
12. The security is interest free and refundable on the termination/determination of the
dealership after adjusting the outstanding dues against such dealers and the dues of the
financer under CFL. The dealer shall also submit the No dues certificates from the
financers in case the dealer has taken trade advance under recommendations of the
Company from financer/ bank. The dealer has to make a written request for refunding the
security deposit.
13. In the cases of financed tractors, it is mandatory for the dealer to clear/submit the
pending RCs of the customers from the concerned authority/financer and send details to
ITL before its full & final settlement. On termination/determination of dealership, the
dealer has to send a written request to the Company for refund of the security deposit.
14. In case the production/supply are suspended/restricted due to force majeure, i.e., fire,
floods, earthquake, war, strikes, lockdowns, Govt. orders etc. or any other circumstances
beyond the control of the company, the dealers shall have no claim or grievance against
the Company. No interest is payable on the security amount or any advance/deposit for
purchase of tractors or spares.
15. The dealers are not allowed to sell/interfere/encroach in the area of other dealer(s) and
indulge in unfair competition. In the event of breach, the Company is fully authorized to
impose a penalty on the dealer as it deems appropriate and at its discretion may even
cancel the dealership.
16. The Company at its sole discretion shall have the exclusive/full right/authority to curtail or
enlarge the area of a dealer or appoint an additional dealer(s) in his/its area. The company
will provide free training to the mechanics/engineers of the dealers as per the policy.
17. The dealers of International Tractors Limited are prohibited from selling or promoting any
other brand(s) of tractors or equipment/implements, directly or indirectly or indulge in
any activity which is prejudicial to the interests of the Company.
18. Appointment of dealers by ITL is on non-exclusive basis. The Company can enlarge or
curtail the area of the dealer. Another/new dealer(s) can be appointed in the area already
allotted to a dealer. ITL reserves its right to appoint additional dealers at places where a
dealership is already running. The decision of ITL will be final in this regard.
19. Dealers to maintain financial arrangement, as agreed, at all times. In case goods are
supplied by ITL to the dealer on credit, the dealer shall clear the outstanding dues without
any unwarranted delay.
20. Relationship between ITL and its dealers is that of seller and buyer and on principal to
principal basis and the dealer cannot be construed as an agent of ITL. ITL shall not be
liable/responsible for any act(s) of omission or commission on part of the dealer(s).
 21. The dealer shall not reduce the funds invested in the business as agreed/directed or
declared to the company by the dealer at the time of sanction of dealership, and shall
invest funds in the business as directed by the Company from time to time keeping in view
the business and market conditions.
22. Dealer in its individual capacity is liable to pay/discharge/ duties/ taxes/penalties etc. as
applicable from time to time, if any. Such taxes / levies cannot be fastened/recovered
from ITL.
23. The dealer shall be required to co-operate with the Company if any legal matter/issue
arises in its territory. Further, the dealer shall be required to inform, without any delay, if
it comes to know about the sale of spurious/fake spare parts of Sonalika/Solis or any other
brand of the Company & shall co-operate in taking legal action against the wrongdoers.
The authorized dealer shall not misuse/ infringe the brand name(s) or the trademark (s) of
the Company.
24. All disputes are subject to Jurisdiction of Hoshiarpur (Punjab) courts only.

Yours faithfully Accepted

For INTERNATIONAL TRACTORS LTD.

Vivek Goyal (Dealer’s signatures with seal and name of the person
President and Chief (Sales & Marketing) signing it)
Place: Hoshiarpur (Punjab)