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Dealership & Sales Commissions Agreement

Made this ________day of __________, 20_____

BETWEEN
Makka Cement Factory Ltd.
Head Office : Noapara Bazar, Abhoynagar, Jessore, Bangladesh
Factory : Mahakal, Noapara, Jessore
Phone/fax : 04222 71778, 01726 932 632, 01720 514 794

(Hereafter referred to as ‘The Company’/Manufacturer’ which expression(s) shall


unless repugnant to the context, be deemed to include all directors and the Managing
Director of the company)

AND

(Hereafter referred to as ‘The dealer/Seller/agent’ which expression(s) shall unless


repugnant to the context, be deemed to include its proprietor(s), partners for the
time being and from time to time constituting the said seller(s), and the
survivor(s)/successor(s)/heir(s), legal representatives of the agent(s))

WHEREAS ‘The company’ is a manufacturer of cement, located as above, marketing


and distributing its copy-right brand ‘Double Camel’, is desirous of expanding its retail outlets in
the area(s) of ……………………… and is willing to appoint agent(s) for this purpose, who shall
have to act (exclusively) as the selling agent(s) of the cement of ‘the Company’

And, WHEREAS, ‘The Dealer/Agent’ is a prominent whole-seller / retailer of cements,


located as above, and has approached the manufacturer and expressed his consent to act as
such agent(s) on the terms and conditions mutually agreed upon.
NOW, THEREFORE, THIS AGREEMENT WITNESSES as follows:
(1) That the agent(s) shall deposit a lump sum of Tk. ……………….. and / or an open dated
check of Tk…………………..and/or a bank guarantee equivalent to Tk………………as
security for the due fulfillment of the terms and conditions of this agreement as well as
for the adjustment(s) thereof against the price of the goods supplied / sold to the agent
by the manufacturer from time to time.

(2) That the manufacturer shall supply cement manufactured by it approximately of the value
of Tk. ……………… in the first instance and thereafter shall furnish to the agent at his
orders via mobile / in writing, such further goods as may be so requisitioned by him, or as
the manufacturer may think expedient to supply to the agent to be kept in stock by the
agent, so that the total value thereof at any given month may not, if requisitioned by the
agent, exceeds the total value of Tk …………………but it shall be at the option of the
manufacturer to supply further goods of its manufacture, which it may deem expedient.
AND / OR
That the dealer shall write a check equivalent to the goods shipped in each truck in favor
of the manufacturer to be honored 30 days after the date of shipment.

(3) That the value of a particular shipment shall be determined solely by the invoice price

(4) That shipment of cement shall normally be made within a maximum of…….. day (s) from
the date of order placed with the company or to the agents / marketing officers unless
there are uncontrollable circumstances such as factory closure / Hartal / labor strike etc.
In such event, the company shall notify the agent(s) of possible date of delivery.

(5) That the dealer/agent shall have (exclusive) rights to sell / distribute and/or appoint sub
dealers/sub-agents on its own rights and responsibilities for the purpose of resale of cement of
‘the company’ in the following upazillas ONLY:
………………………………………………………………………………………………………
……………………………………………………………………………………………………
In case of any intended sales by the agent outside the above territories, a written
approval, pursuant to this agreement, has to be obtained from the manufacture.
Otherwise, it will be at the discretion of the company to declare this agreement void.

(6) That the dealer is entitled to Tk ……… as regular commission from per bag of sale of
cement of ‘the company’ without fulfilling any target whatsoever.

(7) That the dealer is obligated to sell a minimum of ………… bags of cement of ‘the
company’ per ……………. Upon fulfillment of such obligation(s), ‘the cmpany’ agrees to
pay ‘the Agent’ a target fulfillment commission of Tk …… for each bag of sale to the
territories as above, and, in addition to the regular commission gained.
(8) That ‘the Agent’ shall take reasonable care of the goods supplied by the manufacturer
and shall store them safely on agent’s own responsibilities. The manufacturer will NOT
be liable to return or refunds for damages to the product quality 30 days beyond the
shipment date and/or due to negligence by the agent while in his custody. However,
cement found damaged during shipment should be immediately reported in writing to the
‘Managing Director’ of the company for inspection by its authorized personnel. Products
shall be returned / recalled only when found damaged until shipment.

(9) If any provision or part of any provision in this agreement is void for any reason, it shall
still be severed without affecting the balance of payment from this agreement

(10) In case of any dispute and/or violation of any provision hereof, this agreement, and any
law suit(s) pursuant to this agreement, shall be governed by the laws of Bangladesh.

(11) This agreement shall expire …….. year(s) thereafter, and shall be automatically
renewed for successive terms of …… year(s) unless either party gives notice to the other party
……… month(s) prior to the expiration

IN WITNESS WHEREOF the parties have signed this agreement on the date first above written.

……………………………….. ……………………………..

(Agent) (Manufacturer)

Witnesses Witnesses

1.

2.

3.