Mandate to Sell Agreement by liz62039


More Info
									                                    AGREEMENT / MANDATE

The Sellers, who are intending to avail of the services of SALVAGE MANAGERS with respect to E-
auction for effecting their disposals, will be required to sign a specific and formal Selling Agency
agreement with SALVAGE MANAGERS in the following lines or as near thereto as the circumstances

                                    SELLING AGENCY AGREEMENT

1. THIS AGREEMENT made this _______________ day of ________ BETWEEN M/s.
   ___________________________ incorporated under the Companies Act, 1956 and having its
   registered office at _________________________________________________________,
   hereinafter called "the Principal"(which expression shall unless excluded by or repugnant to the
   context be deemed to include its successors and assigns) on the ONE PART; AND SALVAGE
   MANAGERS Unit of M/s Adwiti Technocrats Private Limited, incorporated under the Companies
   Act, 1956 and having its registered office at, D-148 Sector 27, NOIDA (UP) 201301 hereinafter
   called "SALVAGE MANAGERS" (which expression shall unless excluded by or repugnant to the
   context be deemed to include its successors and assigns) on the Other part ;

2. WHEREAS the Principal has viewed the contents as displayed in the web site of SALVAGE
   MANAGERS and is desirous of engaging SALVAGE MANAGERS as its Selling Agents for disposal
   of Scrap and rejected/condemned/obsolete secondary arising (ferrous and non-ferrous) as well
   as surplus obsolete stores, equipments and misc. articles etc.; through SALVAGE MANAGERS’s
   Auction web site

3. AND WHEREAS the Principal has agreed to engage SALVAGE MANAGERS as Selling Agent for the
   above purpose on the terms and conditions displayed in the Auction web site Viz., and also the Terms and Conditions mentioned hereinafter;

4. NOW it is hereby agreed and declared by the parties hereto as follows:

     a.   This Agreement covers disposal of all scraps, secondary arising, surplus stores and
          equipment, misc. articles etc. as mentioned in clause 2 above;

     b.   In addition to the above, add-ons to the category of disposals may be effected through this
          agreement on mutual consent.

     c.   SALVAGE MANAGERS shall act as Selling Agent for disposal of all items covered under
          Clauses 4.a & 4.b hereof in the home/indigenous/foreign market by way of public auction
          over the Internet through based on this agreement.


The Contract will remain valid for __________________years from the date of this Agreement
which could be extended for such further period on such terms and conditions as mutually agreed
upon by the parties hereto.


If the volume of business is anticipated to be below Rs.1 lacs (Rupees One lacs), SALVAGE
MANAGERS will request the Principal for accumulation of disposal items till disposal becomes
economically viable. This contract by itself does not commit the Principal as to the quantum of
business to SALVAGE MANAGERS. However, in the event of the quantum of business being such as
would attract a higher rate of service charges as stipulated in Clause (9) below; the higher rate of
Service Charge would be paid by the Principal.

ATPL / Seller Agreement / Ver 1.1
                                                                                          Page 1 of 1

     a.   SALVAGE MANAGERS shall conduct auction either by self or by associates or whatever
          suitable method.

     b.   SALVAGE MANAGERS recognises that the reserve price set will be minimum guarantee
          amount to be realised by the auction. Efforts will be made to obtain the price as far as
          possible. As soon as the reserve price is met this agreement will become binding and the
          SALVAGE MANAGERS will be able to claim its commission from seller. On the contrary if the
          reserve price is not met, either terms of sale will be realised and free extension of time will
          be given by SALVAGE MANAGERS at revised reserve price and the same will be repeated till
          the time goods are not sold at reasonable price.

     c.   If however after above efforts the auctions fails and no results are achieved the SALVAGE
          MANAGERS WILL charge a minimum amount @50% of the scheduled fee and raise the
          invoice accordingly for the services rendered.

     d.   SALVAGE MANAGERS will offer guidance in regard to making of lots and setting up the
          reserve price, for the purpose of Auction and will act on the basis of the list of disposable
          materials received from the Principal.

     e.   SALVAGE MANAGERS may arrange publicity for disposal through E-auctions by way of
          occasional advertisements in leading dailies / Newspapers / Websites and other Internet
          Tools. In addition the system shall notify automatically to all the buyers who are registered
          with the auction website i.e regarding all the forthcoming E-
          auctions specifying therein all relevant details about the materials / Lots / date & time of
          opening & closing of auctions etc. In case the Principal desires publicity through a particular
          publication or media, the same would be arranged on receipt of written request and the
          additional cost has to be borne by the Principal.

     f.   SALVAGE MANAGERS shall arrange disposal of the materials primarily through auction via
          the website

     g.   On the close of any auction Principal will receive a system generated Email indicating the
          status of the Auction which will inter alia include Sold Lots, Subject To Approval (STA) lots
          and also lots not sold with highest bid received for Principal’s record. The Principal shall have
          the option to visit the website in order to obtain a full report of any particular auction, which
          will normally depict the replica of the Bid Sheet of a particular auction.

     h.   Reserve Price must be fixed and entered by the Principal in the website, for the disposable
          materials. In case the Reserve price is not entered by the principal prior to commencement
          of the Auction, the lots for which the reserve price has not been entered shall stand
          automatically withdrawn by the system.

     i.   If, in respect of any item(s) covered under the Selling Agency Agreement, it is desired by
          the Principal to have a market survey, the costs for the same will have to be borne by the
          Principal. The market survey could be done by SALVAGE MANAGERS themselves or by
          engaging consultants.

     j.   SALVAGE MANAGERS shall enter into sale contracts with the successful bidders/
          buyers/customers by issuing Sale Orders/Acceptance Letters on behalf of the Principal
          through the system for the sold lots.

ATPL / Seller Agreement / Ver 1.1
                                                                                               Page 2 of 2
     k.   SALVAGE MANAGERS shall accept sale price/bid money for onward submission to the
          Principal, off line. The successful buyers will have the option to remit their money to any of
          the offices of SALVAGE MANAGERS. The principals will be able to access data of payments
          etc., at the website.

     l.   Wherever the Principal is not registered under the appropriate Sales Tax Act, SALVAGE
          MANAGERS shall collect Sales Tax as applicable and other declaration forms and submit the
          same to the Appropriate Authority. For such service, an additional Service Charge of 0.5%
          will be payable by the Principal to SALVAGE MANAGERS.

     m. SALVAGE MANAGERS shall prepare and issue Delivery Orders after receipt of the payments
        from the buyers, through the system. On production of the Delivery Order the Principal will
        deliver materials.

     n.   SALVAGE MANAGERS shall also be responsible for follow-up of orders booked.


     a.   The Principal shall provide SALVAGE MANAGERS with the list of materials with detailed
          specifications and descriptions, locations, quantity, quality and special remarks or any sort
          of restriction, if any, for disposal. The Principal shall not amend/alter or modify the quantity
          of    the    lot    after    the   auction    is    declared    open   and    live.   All  such
          amendments/alterations/modifications shall be made prior to commencement of auction and
          intimated to SALVAGE MANAGERS in writing for notifying the prospective bidders sufficiently
          in advance.

     b.   The agreement binds the seller to utilise only SALVAGE MANAGERS for the sale of goods.
          The seller can not sell the goods till the auctions ends and the results are not available to
          the seller. The goods can only be sold to successful bidder, however to be decided by the
          seller only.

     c.   The principal and SALVAGE MANAGERS will try to come to a “Reserve Price” to be setup. If
          there is no agreement, and the price setup by the principal prevails and caused the auction
          to fail, the principal will have to bear the full amount as per the “Standard Fee Schedule”.

     d.   The Principal shall indicate the annual availability of scrap and other items for disposal as far
          as possible for each category. The auction programme shall be finalised between SALVAGE
          MANAGERS and Principal for each quarter as per mutual convenience. Depending upon their
          convenience Principal will combine the list of disposable items of its various units.

     e.   The Principal shall cause to effect deliveries to the buyers/customers as per Delivery Orders
          issued by SALVAGE MANAGERS and as per directions given by SALVAGE MANAGERS from
          time to time. Any disputes arising while effecting deliveries to successful bidders/buyers
          shall be dealt with by the Principal.

     f.   The Principal shall be responsible for raising invoices as per the terms and Sale
          Orders/Delivery Orders issued by SALVAGE MANAGERS.

     g.   The Principal may monitor the auction and will be able to view the bid history etc., during
          the continuation of the E-auction.

     h.   If the Principal is a registered dealer under appropriate sales Tax Act, the Principal will
          indicate rate of tax for each lot however SALVAGE MANAGERS collect necessary Sales Tax
          and other declaration form etc. at its end and forward the same to the Principal for
          necessary action at their end. In case the Principal is not a registered dealer, the Principal

ATPL / Seller Agreement / Ver 1.1
                                                                                               Page 3 of 3
          may not indicate the rate of levies item-wise, in such case SALVAGE MANAGERS would
          indicate rate of taxes and collect the same and deposit with appropriate authority for which
          the additional service charges is payable as indicated in clause 7.j here in before. However
          in case of such unregistered principals for whom SALVAGE MANAGERS deposits tax with the
          appropriate authority, in these cases, the principal would be responsible to bear all other
          related statutory duties and taxes eg. turnover tax / surcharges which could not be received
          from the buyers as per statute of the respective state. However, the Principal must indicate
          the item which will attract excise duties and also amount/rate of Excise duties leviable.

     i.   SALVAGE MANAGERS shall provide its standard terms and conditions of sale of materials to
          the Principal. The Principal will not insist on SALVAGE MANAGERS for any deviation from
          standard terms of sale of SALVAGE MANAGERS.

     j.   Monthly Delivery/Despatch Statement customer-wise and item-wise along with the copies of
          Invoices shall be submitted to SALVAGE MANAGERS by the Principal latest by 10th of each
          succeeding month. The Principal shall also provide N.O.C. for each lot within 15 days of
          completion of delivery to enable SALVAGE MANAGERS to release Security Deposit.


     SALVAGE MANAGERS shall be entitled to a service charge as specified in the contract on the
     value of materials disposed, arrived on the basis of the value of the Delivery Order (D.O.) issued
     through this auction over the Internet.

     For Ad hoc/One time disposal a lump sum service charge will be levied on the seller based on
     fee schedule as under:

     Portion From               Portion To          Commission Rate

     INR 0                      INR 1,00,000        7.5%*

     INR 1,00,001               INR 1,00,00,000     INR 7,500 or 5% of sale proceed whichever is higher.

     INR 10,00,001              INR 1,00,00,000     INR 50,000 or 2.5% of sale proceed whichever is higher.

     INR 1,00,00,001                                INR 2,50,000 or 1.5% of sale proceed whichever is higher.

                                     * The minimum commission amount for any successful transaction is Rs. 5000/.


     The seller would be charged __________________ as service charges.

     1. The above service charges are to be read along with Clause 7.j hereto above.

          The service charge is exclusive of any other taxes and duties levied by the Statutory
          Authorities of different States and Central Government.

          a. If any organisation has more than one unit, the sales from all units will be taken
             together for the purpose of calculating Service Charge.

          b.    Year referred to above, shall be reckoned as anniversary year i.e. for 12 months from
                the date of Agreement.

ATPL / Seller Agreement / Ver 1.1
                                                                                                     Page 4 of 4
          c.    Above Service Charges are to be read along with [] hereto above.

          d.    The Service Charge is exclusive of any other taxes and duties levied by the statutory
                authorities of different State and Central Governments.

     2. Service Charge will be calculated on the amount realised excluding Excise Duty and Sales
        Tax, if applicable.

     3. Service Charge payable to SALVAGE MANAGERS shall be deducted from the EMD in each
        auction and from material value recovered in each tender due and payable to the Principal.
        The details thereof shall be forwarded along with the signed bill and receipt within three
        days of the succeeding month.

     4. Whenever any auction is cancelled/deferred/postponed under the advice/instruction of
        Principal, the actual cost of advertisement etc. shall be reimbursed to SALVAGE MANAGERS
        by the Principal.

     5. The above Service Charges shall also be payable on the amount of forfeited Security


     The Principal and SALVAGE MANAGERS will nominate one official each for dealing with all
     matters relating to this Agreement. The working arrangements for implementing the provisions
     of this Agreement shall be mutually discussed and decided upon.


     Sale Contract(s) of the Principal existing at the time of execution of this Agreement will continue
     to operate and will not come under the purview of this Agreement. Similarly, at the expiry of
     this Agreement, the orders booked by SALVAGE MANAGERS will continue to operate as if this
     Agreement continues till the execution of those orders.


     Since SALVAGE MANAGERS will merely act as the Selling Agent of the Principal, the Principal
     shall reimburse to SALVAGE MANAGERS the legal expenses incurred in connection with any
     litigation arising out of any Sale/Tender/Auction under this Agreement. However, if the litigation
     arises out of any fault on the part of SALVAGE MANAGERS alone, SALVAGE MANAGERS shall
     refund the amount reimbursed by the Principal to that extent.

     SALVAGE MANAGERS shall take prior permission of the Principal for instituting case in any Court
     of Law in the matters arising out of any sale/auction under this Agreement.

13. A M E N D M E N T :

     Any amendment to this Agreement would be enforceable only if made in writing and duly signed
     by authorised representatives of the parties hereto.


     If, any time during the continuance of this Agreement, the performance, in whole or in part by
     either party, of any obligation under this Agreement be prevented or delayed by reason of any
     war, hostility, act of public enemy, civil commotion, sabotage, fires, floods, explosions,

ATPL / Seller Agreement / Ver 1.1
                                                                                            Page 5 of 5
     epidemics, quarantine restrictions, strikes, lock-outs, Technical and / or Connectivity failure
     which is entirely beyond the control of SALVAGE MANAGERS etc. or acts of God (hereinafter
     referred to as 'events') provided notice of happening of any such eventuality is given by the
     affected party to the other within 21 days from the date of occurrence thereof, neither party
     shall be reason of such event have any claim for damages against the other in respect of such
     non-performance or delay in performance, provided further that if the performance in whole or
     part of any obligation under this Agreement is prevented or delayed by reasons of any such
     event for a period exceeding sixty days, the parties shall try to arrive at an amicable settlement,
     failing such settlement the Principal may terminate this Agreement at its sole discretion and at
     such event SALVAGE MANAGERS shall be bound to pay all the expenses and other moneys
     recovered from the bidders to the Principal forthwith.
15. T E R M I N A T I O N :

     This Agreement shall be subject to termination with clear 3(three) calendar months' notice in
     writing from either side before the expiry of the contract.


     In the event of any dispute or difference relating to the interpretation and/or application of the
     provisions of this Agreement, such dispute or difference shall be referred by either party to the
     Arbitration of one of the Arbitrators in the Department of Public Enterprises to be nominated by
     the Secretary to the Government of India, In Charge of the Bureau of Public Enterprises. The
     Arbitration Act, 1940 shall not be applicable to the arbitration under this clause. The award of
     the Arbitration shall be binding upon the parties to the dispute, provided, however, any party
     aggrieved by such award may make a further reference of setting aside or revision of the award
     to the Law Secretary, Department of Legal Affairs, Ministry of Law & Justice, Government of
     India. Upon such reference the dispute shall be decided by the Law Secretary, or the Special
     Secretary/Additional Secretary when so authorised by the Law Secretary, whose decision shall
     bind the parties finally and conclusively. The parties to the dispute will share equally the cost of
     arbitration as intimated by the Arbitrator.


     The Agreement shall be governed by the Indian Laws for the time being in force.

ATPL / Seller Agreement / Ver 1.1
                                                                                             Page 6 of 6
IN WITNESS WHEREOF the parties hereto have subscribed their respective hands on the day, month
and year first above written.

Signed and delivered

For and on behalf of

M/s. _____________________

By its___________ Shri __________________________

(Designation) (Signature with seal)

In the presence of :

1. (Signature with Address)

                                                                           Signed and delivered

                                                                            For and on behalf of

                                                                   SALVAGE MANAGERS
                                             M/S ADWITI TECHNOCRATS PRIVATE LIMITED

                                        By its___________ Shri __________________________

                                                             (Designation) (Signature with seal)

                                                                            In the presence of :

                                                                    1. [Signature with Address]

ATPL / Seller Agreement / Ver 1.1
                                                                                    Page 7 of 7

To top