AGREEMENT FOR DISTRIBUTOR

This memorandum of agreement is entered on this date …………………. Between ( ) & MAXKOL INDUSTRIES PVT LTD at GHAZIABAD,
UTTARPRADESH INDIA, GST ; NO ; 10DAKPP6243R3 NO- 10DAKPP6243R3Z4, whereas the principals have agreed to market their products
through the SUPER STOKIST w.e.f and Principal desire to have written following terms and conditions by this elaborate memorandum of agreement.

IN WITNESS WHERE OF THE TERMS AND CONDITIONS ARE AS FOLLOWS:-

1. The DISTRIBUTOR Agreement is effective from ……………….For a period of .................. MONTH . This
agreement may be renewed after years as per mutual agreement between the company and the
DISTRIBUTOR .

2. That principal hereby appoints as their DISTRIBUTOR for the sale of their products in the Assigned
territory of DIST .............................. (………………………….)

3. That the DISTRIBUTOR will have a warehouse to store the goods and all the relevant expenses on the
safe storage of the goods will be taken care by the DISTRIBUTOR .

4. The principals will Sale the product to DISTRIBUTOR on actual price list and the company reserve the
right to change the price and it will be circulated by the principle company as company norms.

5. That the DISTRIBUTOR will provide necessary infrastructure like staff, proper team, marketing
network, phone, mobile, online facilities for marketing. On the other hands principal will provide all the
marketing related tools like Catalogue, leaflets, Posters, Pamphlets in Consultation with DISTRIBUTOR
in the assigned territory.

6. The DISTRIBUTOR will ensure a minimum stock maintenance of 2 KL per month per DISTRICT for the
eligibility of DISTRIBUTOR .

7. All sales consignments shall be sent by the Principal to the DISTRIBUTOR on advance payment basis
and account shall be cleared bill to bill by the DISTRIBUTOR on monthly basis by way of issuing A/c
Statement.

8. That the books of accounts, records, vouchers, and other related records register shall be true and
correctly maintained by the DISTRIBUTOR and the same will be available in the DISTRIBUTOR office
for the inspection at any time by the principals or their authorized agents.

9. That the DISTRIBUTOR will be responsible for charging the appropriate trade tax for the respective
area. He will submit the necessary trade tax return to the concerned authorities and remit the tax for
 the sales made by him (the principal) shall not be responsible for any levy of trade tax that is in excess
of amount of tax collected by the DISTRIBUTOR . The DISTRIBUTOR shall be responsible for the
payment of tax and any default in this regard shall be the sole liability of DISTRIBUTOR .

10. That the DISTRIBUTOR shall be wholly responsible for the collection of the sale proceeds and
remittance thereof to the principal as per the terms of the trade. Any default or noncompliance of terms
of the Agreement shall be taken as the breach of the Contract and the principal shall be free to
discontinuance the business with the defaulting DISTRIBUTOR and further appoint another Agent
after the settlement or closing the business with the DISTRIBUTOR .

11. Investment-The DISTRIBUTOR Should be capable to invest as per the min, stocks to fulfil the supply
and demand created in the specified territory.

12. That the DISTRIBUTOR shall be the sole sales Agency which will operate within the assigned territory
of ..................... , INDIA
Region only and shall not cross his territory as well as interfere in the territory assigned to another
consignee sales agency. Further the DISTRIBUTOR shall not deal in any other brand in the category for
which he has been assigned by principal. Moreover, no other consignee sales agency shall be appointed
by the principal and entrusted to operate within the assigned territory of the DISTRIBUTOR in any
manner. In addition to this, the DISTRIBUTOR is at liberty to assign the sub-agent to any potential
individual/organization/firm etc. to market the product of the principal at such terms and condition set
forth between the pertain thereto. That the DISTRIBUTOR will look after all business interest in his
assigned territory.

13. That the DISTRIBUTOR shall ensure safe and sound custody of goods, so that goods may not be
damaged or stolen. In case of damage or loss in transit, the company will give the ‘Credit Note’ to
DISTRIBUTOR against satisfactory report. The DISTRIBUTOR.

14. That the company will dispatch the material to the DISTRIBUTOR within 10 days against their
purchase order on letter head.

15. The Transportation Cost shall be borne by the DISTRIBUTOR for re-distribution of goods in the
specified territory to the Distributor and retailer. The transportation cost will be borne by the
principal company to the DISTRIBUTOR go-down. After safe delivery of goods to the SUPER
STOKIST’s go- down, if any damage, theft or missing will take place at DISTRIBUTOR premises,
DISTRIBUTOR is the sole responsible for the causes.

16. The DISTRIBUTOR will bear Godown rent, loading unloading, courier, phone, Fax charges and freight
charges and all other incidental charges.

17. Any dispute arising between the parties shall be subject to GHAZIABAD jurisdiction.

18. This appointment will be for an initial period year of and deemed to have commenced with effect
from ............... The DISTRIBUTOR should achieve sales targets and comply with otherterms
as specified in this agreement.

19. The DISTRIBUTOR shall act strictly in accordance with the directives of MAXKOL INDUSTRIES PVT
LTD and within the specified geographical AREA as assigned by MAXKOL INDUSTRIES PVT LTD from
time to time. Any violation of supplying PRODUCT to the area other than the AREA assigned by MAXKOL
INDUSTRIES PVT LTD shall be liable for penal action as deemed fit by MAXKOL INDUSTRIES PVT LTD.

20. The DISTRIBUTOR shall provide month end stock position i.e. product wise, package wise, month end
stock inventory to MAXKOL INDUSTRIES PVT LTD as per format provided by MAXKOL INDUSTRIES PVT
LTD by the 5th of the next month.
21. The DISTRIBUTOR, while selling PRODUCTS, shall not make any representation in the trade or give
any warranty other than those specified in MAXKOL INDUSTRIES PVT LTD printed Price List.

22. The DISTRIBUTOR shall not alter, remove, or tamper with the marks, number and label on the
PRODUCTS as procured from MAXKOL INDUSTRIES PVT LTD.

23. The DISTRIBUTOR undertakes to maintain and continue the FACILITIES AND RESOURCES during
the terms of this Agreement or any renewals thereof and shall increase the same keeping in
view the size of the business.

24. The DISTRIBUTOR shall, in all his commercial dealings and on documents and letter heads indicating
his place of business, describe himself as an authorized DISTRIBUTOR of MAXKOL INDUSTRIES PVT
LTD. from making any claim against MAXKOL INDUSTRIES PVT LTD for compensation or otherwise on
the ground of short delivery or contamination of such PRODUCTS.

25. MAXKOL INDUSTRIES PVT LTD will provide rate annexure to sole DISTRIBUTOR, and DISTRIBUTOR
must follow the same.

26. MAXKOL INDUSTRIES PVT LTD reserves the right to take whatever action it deems necessary to protect
its trademarks, reputation or the PRODUCTS against imitations, counterfeiting, misuse, and unfair
competition etc.

27. The DISTRIBUTOR shall not use trademarks, patents, logos, design etc. Belonging to MAXKOL
INDUSTRIES PVT LTD without their prior written consent from MAXKOL INDUSTRIES PVT LTD.

28. The DISTRIBUTOR shall not sell or promote any of the PRODUCTS under any other trade name or
trademark other than the trade name or trademark approved by MAXKOL INDUSTRIES.

29. The DISTRIBUTOR shall, at all times, keep the FACILITES AND RESOURCES in clean and proper repair
and secured; and wind and water tight with all the usual facilities like water, electricity, security against
theft, fire and other forces.

Below is the sign and seal of both the parties with date.

Authorized Signatory Authorized Signatory

DISTRIBUTOR

FOR MAXKOL INDUSTRIES PVT LTD

Ghaziabad, Uttar Pradesh, India