Dear Sirs,
We refer to your letter dated ………..requesting us to appoint you as the Distributor for our
products and the subsequent discussions. We are pleased to appoint you as our
DISTRIBUTOR for K2 brand of Car Care Products (hereinafter referred to as “the
products”) for the territory as per the details mentioned under clause 1.2.
Your appointment as our DISTRIBUTOR of Auto Dynamics (Private) Limited (hereinafter
referred to as “COMPANY”) is subject to the terms and conditions here in below set out:
COMPANY AND DISTRIBUTOR are hereinafter collectively referred to as “Parties” and
individually as “Party”.
COMPANY hereby grants to the DISTRIBUTOR and the DISTRIBUTOR hereby accepts from the
COMPANY during the term of this Agreement:
1.1 the right to purchase the products, and
1.2 the non exclusive right to distribute the products within ……………………….,under the K2
brand name and trademark and COMPANY at its sole discretion reserves the right to delete
and/or add any territory/district and appoint any other DISTRIBUTOR for the same.


2.1 The DISTRIBUTOR agrees to deal with customers in its own name and on its own behalf
and not to represent itself as an agent of the COMPANY.
2.2 Nothing in this Agreement shall be construed as creating a partnership between the
Parties or as constituting either Party as the agent of the other Party for any purpose
whatsoever and neither Party shall have the authority or power to bind the other Party or
to contract in the name of or create a liability against the other Party in any way or for
any purpose.

3.3 Discounts and Product schemes shall be as per attached schedule and subject to change from time to time as per the sole discretion of the company.7 The DISTRIBUTOR shall maintain adequate infrastructure and stock of the products taking into account the requirements of its customers and market demands for COMPANY’S products and ensuring that the demands thereof is continuously serviced and that the scarcity or shortfall in respect of the products does not arise. 3.2.3 The Distributor shall agree to settle the payments within sixty (60) days from the invoiced date. the COMPANY shall have the right to demand immediate payment of all amounts owing whether or not they are overdue. 5.4 The DISTRIBUTOR shall make no alteration whatsoever to the packages or the quality of the products supplied by COMPANY. 5. 2. shall apply to all sales made to the DISTRIBUTOR from COMPANY Depot/Plant. 2 .1 DISTRIBUTOR shall be sold products from COMPANY’S Depot against payment by Cash or against cheque incase Bank Guarantee is provided from a reputed Bank or as per the terms as may be applicable from time to time.3 The DISTRIBUTOR shall only sell products in containers approved by COMPANY. 2.2 Should any amount become overdue. 2. cost maintain adequate sales 3.1 Subject to the provisions of this Agreement as herein contained.6 The DISTRIBUTOR will keep COMPANY informed of the progress of the sales of the products. 2. PAYMENT: 5. which may be amended from time to time. SALE OF PRODUCTS TO THE DISTRIBUTOR: 3.8 The DISTRIBUTOR shall at its own force/salesman/executives/delivery personnel etc. on basis of the Price List.5 The DISTRIBUTOR shall use its best efforts to develop the sale of the products purchased and maintain/submit such records as may be required from time to time. 2. 5. the terms and conditions as set out in the COMPANY’S trade price list (hereinafter referred to as the “Price List”).2 COMPANY reserves the right to change the price list without giving any notice and/or delete or add any products from or to the price list.

COMPLIANCE WITH THE STATUTES: It is clearly agreed and understood that the DISTRIBUTOR shall be solely responsible for complying with all prevailing statutes as may be applicable on him and shall have licences or permits issued and have them renewed from time to time prior to the date of their expiry. 9. the COMPANY may suspend further deliveries. 8. REPOSSESSION: If the DISTRIBUTOR receives from the COMPANY a notice to the effect that the DISTRIBUTOR has failed on the due date for payment of the full purchase price for the Products or any other amount due to the COMPANY. servants and agents to enter upon the land or buildings in or upon which the Products are located. except that the DISTRIBUTOR may use the Products or sell them in the normal course of its business at full market value. 10. 7. 6.5.Both parties agreed that the DISTRIBUTOR shall be responsible for collecting payments from the dealers and it is not a responsibility of the COMPANY. then the DISTRIBUTOR shall for the repossession of such Products by the COMPANY allow the COMPANY its employees. INDEMNITY: DISTRIBUTOR shall be solely liable and responsible for any breach of any law or enactment and shall keep the COMPANY and its Directors. officers and employees harmless and indemnified against all action claims damages that may arise out of any breach on the part of DISTRIBUTOR of any of the terms of this agreement or of any of its obligations/duties 3 . the DISTRIBUTOR shall hold the Products as bailee and shall deliver the same to the COMPANY upon demand. 11.This Distributorship is not transferable by the DISTRIBUTOR either wholly or in part. DISTRIBUTOR shall not change the constitution of the Firm without prior written approval from the COMPANY.4 Time of payment is of the essence and in the event of non-payment by the due date. PROPERTY: The property in the Products shall not pass to the DISTRIBUTOR until the DISTRIBUTOR has paid all outstanding amounts due to the COMPANY in relation to the Products sold.3 Interest (rate of 25% per annum) shall be accrued on overdue payments after Sixty days (60) from the invoiced date.5. The proceeds of any such sale are to be held by the DISTRIBUTOR on trust and on account of the COMPANY. DISTRIBUTOR shall not deal with such Products. 5. 5. Until such full payments are received by the Company.

unless otherwise terminated by either party in terms of clause 13 given hereinunder. to ………………. Such person shall be entitled to proceed with the reference from the point at which it was left by his predecessor. 12. conclusive and binding on all the parties to the Agreement. 15.1 If after 30 days of consultation. 4 .. so far as it is possible. ARBITRATION: Any disputes or differences between the parties arising out of or in connection with this agreement or its performance shall.3 The parties agree that the award of the arbitrators shall be final and binding. the DISTRIBUTOR shall not deal. nominated and appointed by COMPANY and rules made there under from time to time shall apply. 13. workman etc. 15. The award of the arbitrator shall be final. 14. vacation of office or inability to act. by DISTRIBUTOR. The venue for such arbitration shall be the Registered Office of COMPANY. 13. be settled amicably between the parties. the parties have failed to reach an amicable settlement on any and all disputes or differences arising out of or in connection with this agreement or its enforcement such disputes or differences shall be referred to an independent Sole Arbitrator. TERMINATION: 13. On the expiry or sooner determination or purported determination of this Agreement.1 COMPANY & the Distributor have equal right to terminate this Agreement without assigning any reason whatsoever by giving the other party thirty (30) days written notice. 15. employee.2 The Language of the Arbitration shall be English. shall designate another person to act as Arbitrator in accordance with the terms of the Agreement. COMPANY as aforesaid. at the time of such transfer. DURATION: The period of the Agreement shall be for a term of 24 MONTHS with effect from ……………….under this agreement and/or owing to the engaging of or employing any servant. 15. .2 It is clearly agreed and understood by the DISTRIBUTOR that the right of termination can be exercised by the DISTRIBUTOR only after making full and final payment to COMPANY of the products purchased and clearing all his outstanding as appearing in the Statement of Accounts of COMPANY. In the event of the arbitrator to whom the matter is originally referred being transferred or vacating his office or being unable to act for any reason. act or hold itself out in any manner whatsoever as the Distributors or represent or being any way connected with the COMPANY.

embargoes. Subject to clause 15.16. ENTIRE AGREEMENT: This Agreement contains the entire contract of the parties with respect to the subject matter hereof and supersedes all prior agreement of understandings between the parties.2 This article shall not apply in relation to the obligation to make payments or carry out any financial obligations under this Agreement by the DISTRIBUTOR. 20. or non-compliance with any of the conditions hereof when such delay. including. Terrorism. 18. war (declared or undeclared). If any modifications are not so made. ASSIGNMENT AND NO WAIVER The DISTRIBUTOR shall not assign. without limitation. Force Majeure means causes beyond the reasonable control of the COMPANY. For the purpose of this condition. strikes. the Courts in the city of Colombo alone shall have “exclusive” jurisdiction to entertain any suit. MODIFICATION OF AGREEMENT This Agreement shall be modified by the parties hereto only in writing duly signed by the authorized representative of both parties. acts of God. the same shall be void and of no effect and not binding upon the parties hereto. 17. This Agreement constitutes the entire 5 . 17. fires. 19.1 The COMPANY shall not be responsible for damages caused by delays. transfer or purport to assign or transfer whatsoever the contract or its rights and obligations hereunder. No waiver by either party of any provision of the Agreement shall be binding unless made expressly and expressly confirmed in writing and duly signed by person having title similar or superior to the title of signatory of this Agreement. Provided however it is clarified that “authorized representative” would mean the person having title similar or superior to the title of signatory of this Agreement. FORCE MAJEURE 17. accidents. application or other proceedings in respect of any claim or dispute arising under this agreement or after the expiry of this Agreement. failure to perform in whole or in part any obligation hereunder. the case of industrial action. failure or non-compliance is due to our results from a case of Force Majeure. JURISDICTION This agreement has been made in Colombo and all payments there under shall be due and made in Colombo unless otherwise directed by COMPANY. labour disputes. there being no extraneous agreements. if any.

express or implied. Please return one original countersigned in acceptance of the contents mentioned therein. Non receipt of acceptance copy will be deemed as acceptance of the above terms and conditions. written or verbal other than those contained in this Agreement. This letter is being issued in two originals. Thanking You We accept and confirm ___________________________ Auto Dynamics (Private) Limited Title: Witness 1 : Witness 2 : ______________________________________ Title: Witness 1 : Witness 2 : 6 . within 15 days.Understanding between the parties hereto and there are no promises or assurances.

K2 Express 1 Ltr: Kuler Koncentrate 1Ltr: Kuler Koncentrate 5 Ltr: Kuler RTU 5 Ltr: Buy 10 Buy 10 Buy 10 Buy 10 and and and and get get get get 2 2 2 2 free free free free 7 . and a 10% Discount when purchasing on 60 Days credit against Bank Guarantee and a Post Dated Cheque issued at time of purchase. Product Schemes: The following product schemes are offered until further notice.Schedule 1: Discounts: The Distributor shall be entitled to a Discount of 12 when purchase is made in basis of Cash in Delivery.

8 .