This Distributor Agreement (hereinafter referred to as the “Agreement”) made on 15th Day of
GOOD FIVE MARKETING INDIA PRIVATE LIMITED, a company incorporated in India having
its registered office at , Erode – 638011, India (hereinafter referred to as “GOODFIVE”) which
expression shall deem to mean and include all its successors – in – interest and permitted
assigns of the First Part,
, a Proprietorship / Partnership concern, carrying on business at
, represented by its Proprietor Mr. / Ms. , Son / Wife / Daughter of
Mr. , aged about Years and residing at
, hereinafter referred to as “Distributor”, which term shall, unless repugnant to or inconsistent
with the context, mean and include the successors – in – interest of the partnership firm and
respective heirs, executors, administrators, legal representatives of each of the partners and
assigns of the other part.
“GOODFIVE” and “Distributor” are hereinafter also referred to as ‘Parties’ collectively and ‘Party’
1. GOODFIVE as been appointed as an Sole / Exclusive Distributor for All India by EVER
WISE INTERNATIONAL GROUP LIMITED, China to carry on business in providing
Healthcare Products, services and other related services, where the Distributor is
allowed to promote the services hereinafter referred to as “Territory” in pursuance where
of GOODFIVE provides Healthcare Products in the trade name called “COOL TOUCH
2. GOODFIVE is desirous of promoting its Healthcare Products and services and has
decided to appoint Distributor in each of its designated marketing areas to represent
GOODFIVE and provide services to GOODFIVE designated or to customers.
3. The Distributor has represented that it has extensive distribution experience and
expertise, required infrastructure and is willing to act as the Distributor for the purpose of
promoting GOODFIVE Healthcare products and services in the marketing territory for
4. The Distributor in pursuance of the consideration and its willingness to provide support
and other required services in the promotion of GOODFIVE Healthcare Products and
services and shall be subject to terms and conditions as mentioned hereunder in this
NOW IT IS HEREBY AGREED BY AND BETWEEN THE PARTIES HERETO AS FOLLOWS:
1. OPERATIVE PROVISIONS
1.1 In this agreement, unless the context otherwise requires:
“Agreement” means this Distributor agreement and the Annexure, schedules,
appendixes, exhibits attached hereof, and includes any amendment or modification
Customer/s means and includes : (a) Persons who are present or past customers of
GOODFIVE service; (b) Prospective customers of GOODFIVE.
Customer Services means and includes all activities to educate and professionally
advise potential customers on the product to ensure continued and satisfactory services
Force Majeure means in relation to either party, any circumstance beyond the
reasonable control of that party (including without limitation floods, riots, major strike,
lock out war).
Intellectual Property means any patent, copyright, design, trademark, service marks or
other industrial or intellectual property right subsisting in the Territory in respect of the
services or similar services, and applications for any of the foregoing.
Confidential Information means any information which is disclosed to the Distributor
pursuant to or in the connection with this agreement (whether orally or in writing and
whether or not such information is expressly stated to be confidential and / or marked as
such) and mentioned in section 9.
Services means proving Healthcare product under the trademark “COOL TOUCH
Anion” provided and marketed by GOODFIVE directly or through its Distributor or
through the retailers appointed by GOODFIVE or the Distributor which would include
sale of the services.
Trademark means and refers to “ COOL TOUCH Anion”, “GOODFIVE” and such other
marks / logos etc that GOODFIVE may use in the course of its trade or business.
Marketing Territory means Salem, ie a particular place within the Tamilnadu territory
of India as applicable, within which sales and support responsibilities are to be rendered
by the Distributor with reference to the provisions of services as recogonised by
GOODFIVE for the purpose of remuneration on a exclusive basis.
Parties means GOODFIVE and the Distributor and their respective legal
representatives, successors-in-interest and permitted assigns.
Period of this Agreement means an initial period of twelve months from and
shall be automatically renewed for another consecutive term thereafter at the sole
discretion of GOODFIVE unless determined by GOODFIVE as per clause 12.2 below.
1.2 A reference to this Agreement or another document includes any variation or
replacement of either of them.
1.3 Heading are inserted for convenience only and do not affect the interpretation of this
1.4 If a provision of this agreement is inconsistent with the provision of another letter of
intent or agreement between the parties made before the date of this agreement, the
provision of this agreement prevails.
2. APPOINTMENT OF DISTRIBUTOR
2.1 GOODFIVE hereby appoints the Distributor on Principle to Principle basis for a
period as agreed in clause 12.1 in the Marketing Territory for the purpose of distribution
and promotion of the Products to the Distributor, of the overall plans for and on behalf of
GOODFIVE on a non-exclusive basis. The Distributor hereby agrees to act in that
capacity exclusively for GOODFIVE, Subject to the terms and conditions as laid down in
this agreement. The distribution right shall be limited to Distributor who reside in or have
places of business in the Marketing Territory.
2.2 Notwithstanding the provisions of this Agreement, GOODFIVE shall be entitled to
make sales and offer to customers in the Marketing Territory irrespective of whether they
have been introduced to GOODFIVE by the Distributor or not.
2.3 GOODFIVE shall at anytime as deemed proper enlarge or abridge or reconstitute
the Marketing Territory during the subsistence of this agreement which shall not be
objected to by the Distributor.
3. DUTIES OF THE DISTRIBUTOR
3.1 The Distributor shall abide by all the terms and conditions as specified in this
Agreement and shall take due care and diligence to cultivate and maintain good
relations with the customers in the Marketing Territory in accordance with sound
3.2 The Distributor shall promote all GOODFIVE healthcare Products in the Marketing
Territory to the Distributor/ customers and shall undertake all promotional and publicity
activities in consultation with GOODFIVE. The Format and creative of the publicity
material used by the Distributor shall be provided by GOODFIVE and shall maintain
proper accounts for the same.
3.3 The Distributor shall have sufficient infrastructure to stock and trade as specified by
GOODFIVE at the Distributor own cost and expenses within the Marketing Territory.
3.4 The Distributor shall appoint at the Distributor cost and expense such staff, etc.
necessary for carrying out the duties and responsibilities as stipulated by GOODFIVE
under this agreement.
3.5 The Distributor shall ensure that the selling prices (MRP), excluding any other taxes
for services shall be applicable as per the price list issued by GOODFIVE from time to
time and shall properly display all the standard price lists as specified by GOODFIVE.
3.6 The Distributor shall perform his/ her/ their duties subject to the provisions in this
agreement and as per any directions given by GOODFIVE from time to time for efficient
conduct under the terms and conditions of this agreement.
3.7 The Distributor shall maintain all requisite records, registers, account books in
accordance with generally accepted accounting principles and which are obligatory
under any applicable law to the works and business of GOODFIVE and shall provide
such information as may be required under any law to any authority. In the event the
GOODFIVE establishes computerized book keeping, accounting or record-keeping
systems for the Distributor may use such systems, subject to payment of all reasonable
fees charges by GOODFIVE or others for the use thereof.
3.8 The Distributor shall ensure that its representatives and staffs appointed by him / her
/ them make themselves available at all times and upon reasonable notice by
GOODFIVE for the purpose of Consultation, Training and advice and ensure that they
attend meetings with GOODFIVE and the customers and also attend trade exhibitions as
may be commercially deemed necessary.
3.9 The Distributor shall promptly inform GOODFIVE of all necessary information
through reports and instructed by GOODFIVE from time to time in the formats designed
3.10 Nothing in this agreement shall entitle the Distributor to any right or remedy against
GOODFIVE if the product are sold in the Marketing Territory by any person / entity
without the knowledge or permission of GOODFIVE.
3.11 The Distributor shall be responsible to obtain necessary licence, permits and the
like from concerned statutory or local bodies in respect of the Distributor operations
under these present and ensure its continued validity and strict compliance thereof for
the effective performance of the Distributor duties.
3.12 The Distributor shall operate in good faith utilizing legal and ethical business
practices only. The Distributor is solely responsible for the legality of his / her / their
obligations under this agreement.
3.13 under no circumstances should the Distributor enter into any agreement or
arrangement with any other third party/parties in regard to the distribution or
representation/promotion of any competitive services, or to itself develop service/s which
is/ are competitive to the Service. This clause shall continue to be valid for One (1) years
after the expiration and/or termination of this Agreement. The list of the companies which
are considered to be the competition of GOODFIVE is attached as Annexure A. This list
may be amended by GOODFIVE at any time.
3.14 The Distributor shall meet the minimum sales targets set by GOODFIVE from time
3.15 The Distributor shall always maintain the minimum stock level as mentioned in the
Annexure and as may be amended from time to time by GOODFIVE.
3.16 The Distributor shall be principally and solely responsible for collection of and
ensuring the genuineness of any or all of the information, specifically with respect to
documents pertaining to Subscribers’ identity proof and address proof and verification
thereof, prior to such Subscribers’ being authorized to be provided with the Service and
shall fully indemnify GOODFIVE in this regard specified under Exhibit A undertaking and
indemnity and shall submit all the Documents to GOODFIVE within forty eight hours.
3.17 As and when customer promotion schemes announced by GOODFIVE, Distributor
will pass on their intended benefits to the Distributor/ Customers as detailed in such
3.18 The Distributor shall at all times co-operate with GOODFIVE and report promptly to
GOODFIVE any information which may come to the Distributor knowledge/ attention
regarding complaints or claims with respect to the product and services, Customer
needs and interests, local market condition.
3.19 In the event of any breach or non compliance of any terms of this Agreement
Distributor shall not be eligible for the commission and shall be liable to pay the penalty
as may be determined by GOODFIVE.
4. INTELLECTUAL PROPERTY:
4.1 GOODFIVE expressly prohibits any direct or indirect use, reference to, or other
employment of its name, Trade Marks or trade name exclusively licensed to
GOODFIVE, except as specified in this Agreement or as expressly authorized by
GOODFIVE in writing.
4.2 GOODFIVE hereby authorizes the Distributor to use the Trade Marks in the
Marketing Territory on or in relation to the promotion of Services only for the purpose of
performing the Distributor obligation as per the terms and conditions of this Agreement
and, subject to the provisions of this Agreement GOODFIVE shall not so authorize any
4.3 The Distributor shall ensure that each reference to and use of any of the Trade
Marks by the Distributor is in such manner as from time to time approved by GOODFIVE
and accompanied by an acknowledgment of GOODFIVE.
4.4 The Distributor shall not:
4.4.1 Use any Trade Marks in any way, which might prejudice their distinctiveness or
validity or the good will of GOODFIVE therein.
4.4.2 Use in relation to the Services any Trade marks/ names other than the Trade
Marks without obtaining the prior written consent of GOODFIVE; or
4.4.3 Use in the Market Territory any Trade marks or trade names so resembling any
Trade marks (s) or trade names of GOODFIVE as to be likely to cause confusion or
4.5 The Distributor shall, take all such steps as GOODFIVE may reasonably require to
assist GOODFIVE in maintaining the validity and enforceability of the intellectual
Property of GOODFIVE during the terms of this Agreement.
4.6 The Distributor shall not do or authorize any third party to do any act, which would or
might invalidate any Intellectual Property of GOODFIVE.
5. ADVERTISING MARKETING AND CUSTOMER EDUCATION MATTERS
5.1 The Distributor undertakes to carry out customer services campaigns, and
advertising and sales promotion campaigns for the Service from time to time at the
Distributor own cost and expense (as may be determined by GOODFIVE) in the
Marketing Territory with the prior approval of GOODFIVE.
6. SUPPLY OF THE SERVICES
6.1 FINANCIAL TERMS: It is further mutually agreed between GOODFIVE and the
Distributor that the Distributor shall sell the Products, only in accordance with the pricing
and policies set by GOODFIVE, as amended from time to time. The policy on pricing and
other considerations may be modified at any time by GOODFIVE.
6.2 The Distributor shall place orders for the products in such marketable lots as
determined by GOODFIVE from time to time at GOODFIVE offices or such other
designated locations as may be notified by GOODFIVE and GOODFIVE Shall sell such
products through the Distributor at such prices as indicated in the Annexure hereto or as
decided by GOODFIVE from time to time.
6.2 PAYMENT TERMS: GOODFIVE shall offer a commission per sale to the Distributor
in accordance with the terms mentioned in the Annexure attached hereto and also
reserves the right to amend the same from time to time.
7. INITIAL INVESTMENT:
7.1 The Distributor agrees and undertakes to keep with GOODFIVE a sum of Rs
5,00,000 (Rupees -Five Lakhs only) as inventory stock.
7.2 GOODFIVE on expiry or termination of this Agreement shall conduct appropriate
audit and reconciliation of books of accounts and shall refund the amount for the product
they return minus the VAT / TDS as applicable to the Distributor within 2 months from
the date of such expiry or termination after adjusting;
(i) Such amount towards dues outstanding by the Distributor to GOODFIVE;
(ii) All monetary claims of GOODFIVE against the Distributor; and
(iii) Such other amount as may be due as damages by the Distributor to GOODFIVE;
7.3 It is hereby agreed that if the termination of this Agreement has been necessitated
by the acts of the Distributor like misconduct, breach of agreement, lacking in good faith,
failure to observe the conditions and covenants contained herein, fraud, cheating,
misappropriation and the like GOODFIVE reserves its right to forfeit the entire amount
specified in clause 7.1 above given as Initial Investment without prejudice to its other
8.1 The Distributor agrees that any and all information concerning Business or affairs of
GOODFIVE, of the specifications, standards, procedures and other contents of the Sales
Manual, the commission or fees structure, this Agreement together with its Schedules,
and any customer related information, including names, addresses and phone numbers,
internal information relating to current, future and proposed products and services of
GOODFIVE, merchandising and marketing plans, the proprietary System and such other
information which by its very nature or the circumstances of its disclosure ( collectively
referred to for the purpose of this Agreement as “Confidential Information”), shall always
be treated as strictly confidential. The Distributor shall at all times during the continuance
of the Agreement and after its termination, keep all Confidential Information confidential
and accordingly not disclose any Confidential Information to any person.
8.2 Any Confidential Information may be disclosed by the Distributor to;
8.2.1 Any Customer(s);
8.2.2 Any governmental or other authority or regulation body, or
8.2.3 Any employee of the Distributor,
To such an extent only as is necessary for the purposes contemplated by this
Agreement or as is required by law and subject in each case to the Distributor using its
best endeavors to ensure that the person in question keeps the same confidential and
does not use the same except for the purposes for which the disclosure is made.
8.3 Any Confidential Information may be used by the Distributor for any purpose or
disclosed by the Distributor to any person to the extent only that it is necessary for the
promotion of the Product.
8.4 Under all circumstances, the Distributor will take all necessary actions to protect the
interests of GOODFIVE as the owner of the Product.
9. FORCE MAJEURE:
9.1 If either Party is affected by Force Majeure it shall forthwith notify the other party of
the nature and extent thereof.
9.2 Neither Party shall be deemed to be breach of this Agreement or otherwise be liable
to the other by reason of any delay in performance or non-performance of any of the
obligations hereunder to the extent that such delay or non-performance is due to any
Force Majeure of which it has notified the other Party and the time for performance of
that obligation shall be extended accordingly.
9.3 If the Force Majeure in question prevails for a continuous period in excess of 3
months the Parties shall enter into bona fide discussions with a view to alleviating its
effects or to agreeing upon such alternative arrangements as may be fair and
10 DURATION AND TERMINATION:
10.1 This Agreement shall come into force on the date when the Agreement is signed
and shall continued to be in force for a period of twenty-four months and thereafter
unless or until terminated by either Party or by efflux of time.
10.2 Termination of this Agreement by GOODFIVE:
(a) If the Distributor has failed to remedy a breach of this Agreement within fourteen (14)
days of GOODFIVE’s written notification to the Distributor of such breach, GOODFIVE
shall be entitled to terminate this Agreement without further reference or notice to the
(b)Any conduct or practice by the Distributor, which in the reasonable opinion of
GOODFIVE is injurious to the goodwill or reputation of GOODFIVE or the Service.
(c) On any sale, transfer or relinquishment by operation of law or otherwise, of legal
control of Distributor during this Agreement, without GOODFIVE prior written consent.
(d) On commencement of any proceedings relating to the Distributor under the
insolvency Act or any other law relating to insolvency or bankruptcy or for winding up by
creditors for the Distributor inability to pay its debts.
(e)On the submission by the Distributor to GOODFIVE any false or fraudulent claims for
reimbursement, refund, credit, rebate, allowance and discount, bonus or other payment
(f) The reputation or the financial standing of the Distributor subsequent to the execution
of this Agreement being materially impaired or deteriorated or the ascertainment by
GOODFIVE of any material fact existing at or prior to the time of this Agreement which
tends to impair or detract from such reputation or financial standing or the Distributor
inability to pay any due to GOODFIVE.
(g) Notwithstanding any other provision of this Agreement, GOODFIVE may terminate
this Agreement without cause on thirty (30) days written notice.
11.3 Termination of Agreement by the Distributor.
(a) In the event if the payments/ commission payable by GOODFIVE to the Distributor
under this Agreement is not made by GOODFIVE, the Distributor shall give a thirty (30)
days written notice to GOODFIVE.
(b)On the expiry of the notice period the matter shall be referred to arbitration to be
resolved in accordance with the procedure laid out in Clause  of this Agreement; and
(c) In the event the arbitral award is in favor of the Distributor, it may terminate this
Agreement by giving GOODFIVE sixty (60) days written notice.
11 CONSEQUENCES OF TERMINATION:
11.1 Upon the termination of this Agreement for any reason:
a) The Distributor shall within 24 hours send to GOODFIVE or otherwise dispose of in
accordance with the directions of GOODFIVE all Service(s), or samples and all
advertising promotional or sales materials relating to the Services then in possession of
b) The Distributor shall cease to promote, market, or advertise for the Services for
GOODFIVE with immediate effect and shall not be released from any obligation arising
out or any transaction entered into or completed prior to the date of such termination or
c) The Distributor shall have no claim against GOODFIVE for compensation for loss of
Distributor rights, goodwill or any similar or other loss.
d) The provisions of Clause 9 as to Confidentiality and Clause 8 as to Proof of Identity
Clause 13 as to indemnity, Exhibit A Undertaking and Indemnity Shall survive such
termination and shall continue to be in force in accordance with its terms and conditions.
e)That after the expiry/ termination of this agreement Distributor shall all always
indemnify and keep indemnified the GOODFIVE in the event GOODFIVE is put to any
loss or is required to pay anybody under circumstances or incur any expenses due to the
actions, negligent actions or unauthorized commitments etc of Distributor/ Its agent/
f) Subject as otherwise provided herein and to any rights or obligations which have
accrued prior to termination neither Party shall have any further obligation to the other
under this Agreement.
12.1 The Distributor hereby agrees to indemnify and hold harmless and keep
indemnified GOODFIVE, its directors, officers, employees, agents, consultants and
affiliates (collectively, GOODFIVE Representatives) in the event of GOODFIVE or
GOODFIVE Representatives suffering or incurring any liability or loss on account of the
Distributor or its Retailers negligence or otherwise in the performance of duties under
this Agreement. The Distributor shall make good any and all losses, costs, charges,
claims and/or expenses which GOODFIVE or GOODFIVE Representatives may incur or
suffer on account of such negligence in the performance of such duties by the Distributor
12.2 The Distributor shall indemnify and keep indemnified GOODFIVE, GOODFIVE
representatives against any and all actions , losses, damages, costs, charges and
expenses, including reasonable attorney’s fees, which GOODFIVE or GOODFIVE
Representatives may suffer as a consequence or fraudulent acts of omission or
commission or any misrepresentation made by the Distributor in the course of dealings
with third parties.
12.3 The Distributor shall indemnify and keep GOODFIVE and its Directors, Employees,
Representatives fully indemnified and harmless from and against the Distributor’s non
performance of breach of trust or violation of any of the terms and conditions of the
agreement/manual and any other negligence towards its own business as the Distributor
which can be related to, either directly or indirectly affecting GOODFIVE’s business
operations against any claims by customers or third parties. In all such suits, actions
proceedings, all claims and demands, all losses, damages and costs, charges and
expenses (including all legal fees and costs) initiated by such Customers or third parties
complaining about the deficiency of any services by the GOODFIVE or any other
complaints of the nature of such non performance or breach of trust, violation or
negligence to adhere, to any terms and conditions of this agreement / operations manual
which GOODFIVE may jointly suffer, face incur or bear along with the Distributor as a
result of any person or Subscriber making any claim or filing any suit or adopting any
legal action or proceedings, the Distributor shall indemnify and keep Distributor
indemnified against such claims, demands, losses, costs, charges, compensation and
expenses to the extent of the Distributor’s non performance or breach of trust or violation
12.4 GOODFIVE shall not be responsible for any statements or warranties assured by
the Distributor without written authorization of GOODFIVE.
12.5 The Distributor acknowledges that GOODFIVE may take place steps (including
claiming liquidated damages and, or, proceedings in law or in equity for an injunctive
relief and for specific performance) necessary to protect its rights, intellectual property,
GOODFIVE’s Confidential and secret information. All personnel employees of the
Distributor and only the Distributor shall assume full responsibility for their supervision
13 NATURE OF AGREEMENT:
13.1 GOODFIVE shall be entitled to exercise any rights granted to it under this
13.2 This Agreement is personal to the Distributor which may not, without the prior
written consent of GOODFIVE be assigned, mortgaged, charged or disposed of or sale
or any of the rights hereunder or sub-contract or otherwise delegate any of its obligations
hereunder. Notwithstanding the foregoing, GOODFIVE may assign this Agreement to its
associates, affiliates or any third party without requiring any permission from the
Distributor. GOODFIVE shall inform the Distributor within thirty (30) days of any such
13.3 The Distributor shall not appoint sub-Distributor except with the prior written
consent of GOODFIVE. Thereafter every act or omission of the sub-Distributor shall for
the purpose of this Agreement be deemed to be the act or omission of the Distributor
and the Distributor shall assume full responsibility and liability for the same.
13.4 Nothing in this Agreement shall create or be deemed to create a partnership or the
relationship of employer and employee between the two parties.
13.5 This Agreement contains the entire Agreement between the parties with respect to
the subject matter hereof and supersedes all previous agreements and understandings
between the parties with respect thereto and may not be modified except by an
instrument in writing signed by the duly authorized representatives of the Parties.
13.6 Each Party acknowledges that I entering into this Agreement it does not do so on
the basis of and does not rely on any representation warranty or other provision except
as expressly provided herein and all conditions warranties or other terms implied by
statute or common law are hereby excluded to the fullest extent permitted by law.
13.7 If any provision of this Agreement is held by any court or other competent authority
to be void or unenforceable in whole or in part, this Agreement shall continue to be valid
as to the other provisions hereof.
14.1 All notices referred to in this Agreement shall be in writing and shall be deemed to
be properly given and served on the party to whom such notice is to be given if sent
either by fax or courier to the party at its address set out below:
Telephone: Fax: Email:
Attention: Mr. / Ms.
GOODFIVE MARKETING INDIA PVT LTD.:
Attention: Mr. M. Senthilkumar (Managing Director)
14.2 Either Party may from time to time designate by written notice to the other Party a
substitute address which it desires to be used for service. Services of any notices may
also be made personally.
15.1 The Distributor acknowledges that it has conducted an independent investigation
and analysis of the GOODFIVE business. The Distributor agrees that it understands the
business venture contemplated by this agreement involves business risks and that its
success will be dependent upon both the ability of the Distributor and its principals as
independent business persons and the markets for communication service generally.
15.2 GOODFIVE expressly disclaims the making of and the Distributor acknowledges
that it has not received any representation, warranty or guarantee, expressed or implied,
as to the potential volume of business, profits or success of the Distributor. The
Distributor acknowledges that it and its principals have had ample time to read and sign
this agreement and the manuals upon signing this agreement and that they fully
understand the provisions.
15.3 The Distributor further acknowledges that it has had adequate opportunity to be
advised by legal counsel and accounting professionals of its own choosing regarding all
pertinent aspects of this agreement, the relationship contemplated hereby and the
operation of GOODFIVE.
16.1 Any dispute or difference whatsoever arising between the parties out of or relating
to the construction, meaning, scope, operation or effect of this contract or the validity or
the breach thereof shall be settled by arbitration in accordance with the Indian Arbitration
and Conciliation Act, 1996 and the award made in pursuance thereof shall be blinding on
16.2 The sole arbitrator shall be nominated by GOODFIVE. The venue of the arbitration
shall be Erode and the proceedings of the arbitration shall be conducted in English. Any
award made in such arbitration will be final and binding on the Parties and judgment
thereon may be entered in any Court of competent jurisdiction. During pendency of any
arbitration proceedings, performance of the Services and all other obligation under this
Agreement by the Distributor shall continue uninterrupted.
17 APPLICABLE LAWS &JURISDICTION OF COURTS:
17.1 This agreement shall be governed by the laws of India and the state laws as may
17.2 It is agreed by and between the parties that in respect of any suit or legal
proceeding arising out of the agreement only the courts at the city of Erode shall have
jurisdiction to the exclusion of all other courts.
Executed as an Agreement by the duly appointed officers of the respective Parties.
GOODFIVE MARKETING INDIA PVT. LTD.
For GOODFIVE MARKETING INDIA PVT. LTD.
By: __________________________________ Witness: ____________________
Name Mr. M SENTHILKUMAR Name: [insert]
Designation: Managing Director
Name Name [insert]
The pricing and margins are subject to changes and may vary as decided by
GOODFIVE from time to time
GOODFIVE shall have the right to introduce new variants / products with prescribed
The Distributor agrees to abide by the pricing policies of GOODFIVE and further agrees
to abide by such changes to the pricing policy as may be implemented by GOODFIVE
from time to time and ensures that he/ she shall continue to sell the Products of
GOODFIVE in accordance with the pricing policies of GOODFIVE.
The Distributor will pay for stocks billed by GOODFIVE in advance or as per the policy of
GOODFIVE which may be amended by GOODFIVE from time to time and the Distributor
hereby agrees to abide by the same.
All the Payments shall be subject to Tax deduction on Source as may be applicable.
DISHONOUR OF CHEQUE:
The Distributor shall take all efforts and ensure the cheques issued to GOODFIVE are
honoured by the respective bankers on time. Failure by the Distributor to honour the
cheques will attract termination of this Agreement without notice. GOODFIVE at its sole
discretion may waive the dishonor provided the Distributor agrees to pay the cheque
amount within 25hrs by way of DD / Direct Banking, with penalty as may be imposed by
The Distributor agrees to hold sufficient stocks of kits/packs as specified by GOODFIVE.
This specification is subject to change in accordance with market conditions.
Minimum stock lots to be ordered by the Distributor from GOODFIVE.
Minimum stock levels are subject to change and for all variants a separate minimum
stock level will be specified.
The Distributor agrees to maintain at all time minimum stock levels as specified by
GOODFIVE. This is subject to change from time to time.