DISTRIBUTORSHIP AGREEMENT

Between:
Abhitech Energycon Ltd.,
A/1020 Oberoi Garden Estates,
Chandivali Farms Road,
Chandivali,
Mumbai 400 072,
India.
Referred to as the "Principal"
And:
.
..
.
Referred to as the "Distributor"

Represented by Mr. . (Designation).

ARTICLE I DEFINITIONS IN THIS AGREEMENT:

"Territory" shall mean: Male.
"Products" shall mean: THERMOL range of products
ARTICLE II - OBJECT OF THE AGREEMENT
The Principal grant the Distributor, who accepts at the following terms and
conditions, the agency in respect of the Principal's products in the territory for the
logistics and sale to any category of clients.
ARTICLE III - DURATION OF THE AGREEMENT
The present agreement enters into force after signature by parties from ..
November 2015 and shall remain in force until . October 2016.
The present agreement can be prorogated by additional agreement duly signed
by authorized representatives of the parties.

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ARTICLE IV - DISTRIBUTOR'S FUNCTION

The Distributor shall use its best endeavours to promote the sale of the products
throughout the territory and shall promptly transmit to the Principal all orders and
or offers received in respect of the products.
The Distributor shall buy the products from the Principal and sell it to its
customers in the territory.
The Distributor will develop a team of technical persons, who will be trained by
companys technical executives during the product performance activities with the
customers. This will be done with a view to offer good after sales service to the
customers.
The Distributor will have adequate marketing team to promote the products to all
the potential customers in the territory.
The Distributor will keep adequate inventory of THERMOL range of products at all
times, so as to meet the customers requirements without delay. The quantity of
such inventory will be mutually discussed from time to time.
The Distributor will have to commit a minimum quarterly off take of THERMOL
range of products. Such a quantity will be decided mutually from time to time.
Without prior written approval of the Principal, the Distributor shall have no
authority:
a)

To sell the products on behalf of the Principal,

b)

To enter into, execute, acknowledge, deliver, cancel or amend any contract

or any agreement, bond or other instruments whatsoever on the Principal's
behalf.

c)

To collect or pay any moneys on behalf of the Principal.

d)

To change the packing or composition for marketing/labeling of the products

supplied by the Principal.

The Distributor shall provide to the Principal the contracts issued, signed and
stamped by the suppliers/buyers or service companies in English for signing.
During the whole period of the agreement, the Distributor shall make due
diligence to keep the Principal aware of the prevailing market conditions,
including any change on rules and regulations concerning the import/export and
sale of the products on the territory. He shall also keep the Principal informed
about the status of the competition on the territory.

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The Distributor shall, with due diligence, check the solvency of

customers/suppliers/service companies whose orders/offers are transmitted to
the Principal and shall assist the later in recovering debts due.
He shall render all necessary assistance to ensure smooth execution of
commercial and logistic contracts on the territory. The Distributor shall not be
responsible for the non-execution of instructions from the Principal, which could
be in breach of the laws of regulations in force in the territory.
ARTICLE V - PRINCIPAL'S OBLIGATIONS
The Principal shall provide the Distributor with all information, technical advice,
and samples etc. necessary for the Distributor's activities. It shall notify the
Distributor immediately of any change in prices, conditions of sale and terms of
payment in writing with minimum 30 days prior notice.
For major customers, the company will offer marketing & technical services for
establishment of the product performance by deputing its Executives. For such
visits, Principal will bear to & fro expenses. The lodging, boarding and local
transportation expenses will be borne by the Distributor.
During the whole period of this agreement, the Principal shall make due diligence
to keep the Distributor aware of the prevailing market conditions, including any
change on rules and regulations concerning the import/export and sale of the
products in the countries of origin of products. He shall also keep the Distributors
informed about the status of the competition in the countries of origin of
products.
ARTICLE VI- NON-EXCLUSIVITY OF MARKET
The Principal offers on non-exclusive basis distributorship to market THERMOL
range of products to the Distributor for Male for a period of One year. The
Distributor will commit to keep a minimum stock of THERMOL range of products
during this period of agreement. This minimum stock will be decided within 3
months of the signing of the agreement and minimum quantities will be reviewed
further 6 months.
ARTICLE VII-CUSTOMER PROTECTION
For products like THERMOL range of products, the principal will offer total
customer protection to the Distributor. In other words, if the Distributor develops
a particular customer, the principal will ensure that no other supplier is allowed to
supply the product to this customer during the agreement period provided the
customer has started buying the product from the Distributor. The Distributor will
keep the principal informed and advised of all the customers, to whom they will
be supplying the products, from time to time.

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ARTICLE VIII- UNDERTAKING NOT COMPETE

The Distributor shall not represent or manufacture any products, which are
identical or similar to the products, for the whole terms of this contract. In
particular, he shall not engage himself in acting as Distributor, commission
merchant, reseller, distributor, buyer or any other way, for the benefit of third
parties distributing importing or exporting products in competition with the
products.
ARTICLE IX - SUB-AGENT
The Distributor shall engage sufficient sub-Agents, local distributors or employees
to adequately promote the sale of the products.
The action of the sub-Agent, local distributors or employees of the Distributor
concerns exclusively the Distributor himself; the later shall be entirely and
exclusively responsible for their activities.
ARTICLE X - DISTRIBUTOR'S COMMISSION
In case the Distributor gets supply orders from customers directly in favour of
Principal, then, the Distributor will be entitled for a sales commission of % on
F.O.B. value basis.
The commission becomes due after receipt of the payments by the Principal.
In case of default of settlement or partial settlement, the commission is due pro
rata to the amount received or paid to the Principal unless the default or partial
settlement is a consequence of its own failure.
In case of a customer's or supplier's or service company's bad performance of a
commercial contract on the Distributor's territory, the Distributor shall render all
necessary assistance to obtain due fulfillment of the third party's obligation.
ARTICLE XI PRICING POLICY
Principal will suggest the Distributor the selling price of all the products for the
customers in the territory of the Distributor. The Distributor & Principals, in
consultation and deliberations, will decide the pricing policy.
ARTICLE XII - SPECIAL CONDITIONS.
All rights and obligations under the present agreement can be transferred to a
third party subject to a prior written approval of the other party.

ARTICLE XIII CONFIDENTIALITY

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Each party agrees not to divulge to any third party and not to use, except for the
purpose of this agreement, any information of confidential nature such as
technical information and data, commercial information and know-how, price
structures, costs, administrative and operational information, each party shall
take all steps to effectively ensure the confidential nature of said information.
This clause shall remain in force during three years after expiry or termination of
this agreement.
ARTICLE XIV -TERMINATION
This agreement can be terminated by either party by giving Three months
advance notice in writing.
ARTICLE XV CANCELLATION
If there is a proven failure of one party to meet its obligation under the present
agreement, then the other party shall have the privilege to cancel the agreement
immediately. Such cancellation shall enter into force after the defaulting party
receives written notification duly substantiated.
ARTICLE XVI LAW, ARBITRATION
Any dispute arising out or in connection with the present agreement shall be
finally settled in accordance with the rules of conciliation and arbitration of the
International Chamber of Commerce in Mumbai by one or more arbitrators and
according to its rules.
The force-majeure clause (exception clause) of the ICC is part of this agreement.
Indian law to apply.
Agreement of XVI articles printed in two original sets, one for each party.
Principal

Distributor

ABHITECH ENERGYCON LTD.

xxxxxxxxxxxxxxxxxxx

xxxx
(xxxxxxxxxxx)

Hemant Mohite
(Director)
Date
Place : Mumbai

Date
Place : Male

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