Distributor Agreement Format

THIS AGREEMENT is made this day 15th of July, Two Thousand Thirteen between CENTURY
PLY LTD. Incorporated under the Companies Act, 1956 and having its Registered Office at
Village Solapur, District Nagpur, Maharashtra and Head Office at Park Plaza Building, 9 th Floor,
154/1 Park Street Kolkata – 700 001 (hereinafter referred to as “THE COMPANY” which
expression shall include its legal heirs, successors assigns, executors or administrators) and M/s
ROCKET SALES CORPORATION PVT. LTD, Nirmal Complex, 15/1 Nariman Mumbai –
411 145, Maharashtra (hereinafter referred to as “the Distributor” which expression shall
include its legal heirs, successors, assigns, executors and administrators).

WHEREAS M/s Rocket Sales Corporation Pvt. Ltd., have approached the Company expressing
their desire to be appointed as the “DISTRIBUTOR “ for the Company’s products and whereas
the Company has agreed to appoint M/s Rocket Sales Corporation Pvt. Ltd., to be their
Distributor upon certain terms and conditions mutually agreed to and reduced in writing as
hereinafter stated.

……… P/2.
 NOW THIS AGREEMENT WITNESSETH and it is hereby agreed and declared by and between
the parties hereto as follows :

1. The Distributor shall work as the Company’s Distributor in Mumbai in respect of selling /
marketing Company’s products i.e. “Century Ply – PLYWOOD – PLAIN AND
PELAMINATED BOTH“ (hereinafter referred to as the “said goods”).

2. The Distributor shall operate as the Distributor of the Company in the said territory and shall not
transgress the same without the prior written permission from the Head Office of the Company.

3. The Distributor shall get discount on the selling prices, as may prevail from time to time on
achievement of the sales targets, as mentioned in Schedule-I annexed hereto.

4. The distributors shall pay a Security Deposit of Rs.15.00 lacs (Rupees Fifteen lacs only) to the
Company. The Company shall be liable to pay interest @ 12% per annum to the distributor.
Interest rate may vary from time to time at the discretion of the Company

5. The Company shall despatch the goods, as per the order placed in writing by the Distributor on
it.

6. The Distributors shall provide a table space with telephone facility to the representative of the
company.

7. The Company shall make all endeavour to despatch the goods as early as possible and all efforts
shall be made to reach the materials to the Distributor within a period of 10 / 15 days from the
date of placement of the order, subject to Force Meajure clause, such as, transporters’ strike or
any other reason beyond the control of the Company.
 -3-

8. The distributor shall make the payment through Post Dated Cheques in respect of orders placed
by them and the cheques in respect of sales consideration shall be deposited on 5 th day of receipt
of materials at distributor’s place.

9. Despatch advice along with consignment note, challan and invoice shall be the final and
conclusive proof of materials despatched from the Company’s factory.

10. Transit insurance of the materials despatched from the Company’s factory to the Distributor’s
place is to be arranged by the Company.

11. The Distributor, on receipt of transit damaged materials, if any, shall lodge insurance claim
immediately, as per the system and procedure suggested by the Company. In the event of failure
on the part of the Distributor to lodge insurance claim, Company shall not be responsible for any
loss / damage of the goods suffered in transit.

12. The Company is free to maintain its staff in the territory which has been assigned to the
Distributor.

13. The Distributor shall not make any commitment or admit any quality claim on behalf of the
Company. All claims and/or disputes in relation to the Company’s said goods will be
investigated and decided upon by the accredited officers / representatives of the Company.

14. The relationship between the Company and the Distributor shall be of the Buyer and Seller and
not of the Principal and the Agent.
15. All levies in the form of State Sales Tax, Octroi and other, if any, shall be to Distributor’s
account.

Contd… P/4
 -4-

16. All payments to the Company shall be made by Bank Draft / Cheque / Pay Order drawn in the
name of the Company and no cash payment shall ever be made to any staff of the Company. The
Company shall not be responsible if any cash payment has been made to any of the employees of
the Company.

17. In case of delay in payment of sales proceeds on the part of the distributor on the 5 thday from the
date of receipt of materials, the Company shall be entitled to charge interest @ 24% per annum
on the amount in question for the period of such delay and it will be without prejudice to other
rights of the Company.

18. The Distributor shall keep and maintain utmost secrecy of the Company’s said business and
shall promptly disclose to the Company all and every material information and particulars
relating to the said business to keep the Company well posted about the event and/or dealings.

19. The Company shall initially bill the materials sold to the Distributor by offering a discount of
7%. However, the discount accrued on sales made by the Distributor as per the sales target as
mentioned in Schedule-I for the period of one year and any short-credit shall be passed on to
them at the end of this period. Conversely, in case of higher discount being offered in the
invoices than the entitlement of the Distributor, the same shall be recovered by them in the form
of Debit Note to be raised by the Company. The Distributor has agreed that they shall make the
payment as per the invoice raised.

20. This Agreement shall be deemed to have commenced from 15th July, 2013 and shall remain in
force for one year and be binding on both the parties, until and unless determined earlier by
either of the parties by giving the other party 30 days notice in writing without assigning any
reason whatsoever.
21. Notwithstanding what is stated in clause 20, if the Distributor’s working is found prejudicial to
the interest of the Company (of which the Company shall be the sold judge) or if the present
constitution of the Distributor is changed, the Company shall have the right to terminate this
agreement forthwith without notice and without assigning any reason for the same.

Contd…. P/5
 -5-
22. Dispute, if any, arising out of this Agreement, shall be referred for arbitration by a sole arbitrator
to be nominated by the Company whose decision shall be final and binding on the parties hereto.

23. Subject to and after exhausting the above remedy as provided in clause 22 hereof, if any matter
or dispute is to be referred to the Court, all such disputes shall be subject to the exclusive
jurisdiction of courts at Kolkata in which city this Agreement shall be deemed to have been
executed.

24. The responsibility and obligations of the Distributor and the Company as specified hereinabove,
shall be deemed to be valid and in force till the period this Agreement remains valid and may be
altered only by specific written arrangement / agreement, save and except that procedural
instructions may be given by the Company’s authorised representatives in writing from time to
time.

IN WITNESS WHEREOF the parties hereto have hereunto duly signed and executed these
presents the day, month and year first above written.

Signed by Signed by

For and on behalf of the Company For and on behalf of the Distributor

----------------------------------------------- ----------------------------------------------
Signature Signature
Name and Address of Witness Name and address of Witness
 SCHEDULE – I

A. Price List of Century Ply- Plywood: - Plain and Prelaminated for Mumbai. :
Rs. per Sq. Mtr.
Thick- ISI Non Plain Plain Lam- Lam - Lam Lam
ness Plain ISI Exterior Cut OSL BSL Ext- Ext -
Plain size OSL BSL
2 - - - - - - - -
MM
5 - - - - - - - -
MM
8 - - - - - - - -
MM
11 - - - - - - - -
MM
17 - - - - - - - -
MM
25 - - - - - - - -
MM
30 - - - - - - - -
MM
35 - - - - - - - -
MM

Note :
a) Rates are inclusive of CST @ 2% against `C' Form but Local Sales Tax, Octroi or any other
statutory levies shall be extra.
b) Above rates are for 16 MT order in a single supply.

B. Yearly Sales targets and discounts to be offered on the prevailing prices :

Yearly Sales Target % of Discount
1. On sales less than Rs. 200 lacs … 7% (Seven Percent)

2. On achieving sales of Rs. 200 lacs to Rs. 300 … 8% (Eight Percent)

 lacs on differential Rs.100 lacs

3. On achieving sales of Rs. 300 lacs to Rs. 500 … 10% (Ten Percent)
lacs on differential Rs.200 lacs

The above rates are subject to review on 14th July, 2014.

a) Sales for this purpose shall be excluding sales tax and discounts of all kinds.