To,

Q NINETH CERAMICS
ABM TOWER, KADAVANTHRA
Please Affix Passport
ERNAKULAM, KERALA -682020 size Photo of Authorized
Person

DEALERSHIP APPLICATION AND AGREEMENT FORM

01 NAME OF THE DEALER M/s

02 PVT. LTD PARTNERSHIP PROPRIETOR

03 NAME OF DIRECTORS DESIGNATION ACTIVE IN BUSINESS Y N

04 ADDRESS: (To be Registered with us)

05 PHONE

06 E-MAIL

07 PHONE

08 MOBILE

09 SHOW ROOM ADDRESS:

Signature
(WITH OFFICIAL STAMP)
*Confidential Page 1 of 8
 10 PHONE

11 E-MAIL

12 PHONE

13 MOBILE

14 SIZE OF SHOWROOM

15 GODOWN ADDRESS:

16 PHONE

17 E-MAIL

18 PHONE

19 MOBILE

20 OTHER ADDRESS(if different from the above) :

21 PHONE

22 E-MAIL

23 PHONE

24 MOBILE

25 NAME OF THE AUTHORISED SIGNATORY

26 DATE OF ESTABLISHMENT SINCE

27 C.S.T NO DT. TIN NO DT.

28 PAN NO BANK NAME

THE BANK ADDRESS

IFSC CODE :

Signature
(WITH OFFICIAL STAMP)
*Confidential Page 2 of 8
 29 PROPOSED INVESTMENT

30 BRANCHES/SISTER CONCERN DETAILS

31 DESCRIBE OTHER DIRECT AUTHORISED DEALERSHIP:

32 NO. OF SALES STAFF ANNUAL TURN OVER

33 POPULATION OF THE AREA TOTAL ANNUAL SALE

34 BRAND NAME SALE IN Sq.ft. AMOUNT PER ANNUM

35 DETAILS OF SALE OF ITEM OTHER THAN TILES

36 COMMITED SALE OF PRODUCTS ANNUAL (IN Rs.LACS)

PLEASE MENTION PRODUCT SIZE/SERIES THAT YOU

37
ARE INTERESTED IN

TILE SIZE TILE SIZE

VITRIFIED TILE 600X600 POLISHED GLAZED TILE 800X800

VITRIFIED TILE 800X800 RUSTIC TILE 600X600

VITRIFIED TILE 1000X1000 RUSTIC TILE 800X800

VITRIFIED TILE 600X1200 RUSTIC TILE 600X900

VITRIFIED TILE 1200X1200

Signature
(WITH OFFICIAL STAMP)
*Confidential Page 3 of 8
 38 MENTION NO. OF SUB DEALERS (If applicable)

39 SELL TO OTHER (If yes Specify)

40 WEEKLY OFF DAY

41 DEALERSHIP DEPOSIT AMOUNT `
42 CASH/CHEQUE/DEMAND DRAFT
43 DEMAND DRAFT/ CHEQUE NO
44 DRAWEE BANK
ON TAKING THE DEALERSHIP, WOULD YOU CONTINUE TO SELL OTHER MAKE OF
45
TILES (YES/NO)

DATE : FIRM / COMPANY NAME

PLACE : SIGNATURE

(OWNER/ALL PARTNERS/ALL DIRECTORS)

FOR OFFICE USE ONLY

Dealer's Code :
Date of Appointment:

Annual Purchase Approximate Rs.

Dealer for Project Retail

Other Brands

Shop-in-Shop Yes No Franchisee Showroom Yes No

Relationship Manager (Name of Sales Person):

Signature:

(Accounts Dept.): (GM)

Signature Signature

Signature
(WITH OFFICIAL STAMP)
*Confidential Page 4 of 8
 DEALERSHIP AGREEMENT

This Agreement is entered into by the Dealer whose details are provided in Dealership Application / Agreement Form and
Q Nineth Ceramics having its Regional Office at 38/721, Ground Floor, ABM Tower, Kadavanthra-682019, Kerala (the "Company") in
consideration of the Company appointing M/s
as its business partner (hereinafter
called the "Dealer").
In the context of this agreement “Goods” means Ceramic / Vitrified Tiles or any other products manufactured / marketed / supplied by the
Company to the Dealer.
Both the parties are entering into this Agreement accordingly.

NOW THIS AGREEMENT WITNESSTH AND IT IS HEREBY AGREED BY AND BETWEEN THE PARTIES HERETO AS FOLLOWS

Dealer's Representations and Warranties

(1).That the Dealer has made the following representations and warranties to the Company which are the basis of the Company entering
into this Agreement with the Dealer.
The Dealer represents and warrants that the Dealer,
ü
is solvent
ü
is capable and experienced to carry on the business of a dealer in ceramic tiles and other products.
ü
has all necessary VAT/CST and other registrations and approvals under all applicable laws and regulations.
ü
has not defaulted in payment to the Company or any other company under the present name and form of
dealership or any other in which any owner or partner or their spouses hold or held any ownership
ü
is not dealing with the Company under any other name and does not hold any other dealership or business
ü
relationship with the Company
ü
is not related to any Company employee
ü
all information given to the Company is true and correct. In case there is any change in any of the information given to the Company,
the Dealer shall promptly bring such change to the notice and record of the Company.
(2). That the Dealer may place orders for the supply of goods vide purchase orders as per Company policy from
time to time. That the Company shall dispatch the Goods on receipt of purchase orders from the Dealer
through email, phone, courier. However, any one or more of the following shall also be deemed to be
a valid delivery of goods, the payment for which will be required to be made as per the company policy,
along with all statutory forms required by the company:
·Acknowledgement of receipt of goods dispatched by/on behalf of the company by any staff or partner or person acting on behalf of
the Dealer for the time being;
·The act of unloading of such goods at any premises belonging to the Dealer for the time being;
·Receipt of invoice from the Company through any mode for the goods dispatched by the Company;
· Receipt of a periodic account statement of the Dealer in the books of the Company showing record of any invoice.
(3). The Dealer shall be liable to pay the sales tax liability along with interest and penalty if the 'C' form/other statutory forms, if
any under sales tax/other applicable laws are not submitted in time.
(4). That in case Goods are dispatched on 'FOR' basis and in case the Goods are dispatched on 'to pay' basis, the delivery of
the Goods shall be deemed completed as soon as the Goods leave the Company's gate and the Dealer shall be obliged to
pay for freight and unload the goods and at his own cost. That the Company has sole and absolute right to decide its
product range, price, discount, credit policy and all other policies and decisions related to selling, transportation, payment for
sale and any other issues concerning pre or post sale transactions. The Dealer shall be bound by such policies of the
Company from time to time.
(5). That the Dealer shall prominently display the products of the company inside his shop/sales outlet and provide sufficient space to put up
advertising material of the company inside and outside the shop/sales outlet and ensure good visibility of such advertising / visual
merchandizing material to the prospective customers at all times.
(6). That the Dealer shall make all efforts for the promotion of the sale of the Company's products and cooperate with the Company in all
initiatives by the Company in this respect.
(7). That the Dealer shall be responsible for the acts and omission of any of its employees or agents and must make sure that they do not do
anything that is in violation of this Agreement.
(8). No employee or officer of the Company or their spouses, relatives or children should be given any money in the form of salary, commission,
loan or in any other form and no expensive gift should be given to any Company employee or officer or their spouses, children or relatives
which the employees are barred from taking or accepting under the terms of their employment from the Company and the Company code of
conduct.
(9). That the Dealer shall notify any discrepancy in his account statement as per the books of the company within (3) days of receiving such
statement along with any proof or other details in the Dealer's possession to justify a change in the account statement. Any such
discrepancy should be brought to the notice of : The General Manager, Q NINETH CERAMICS, 38/721, Ground Floor, ABM Tower,
Kadavanthra-682019, Kerala Unless the discrepancy is notified in the above manner within 3days of receiving the account statement that
mentions the transaction under dispute, it is hereby agreed by the Parties that the account statement shall be deemed to considered correct
and binding on the Dealer.
(10). That the goods leaving the Company gate shall be deemed to be sold for all purposes to the Dealer and the Company in any case would
not entertain any request from the Dealer for taking back the said goods.
(11). That the Dealer will observe due respect to the Company's brand and will not do any act or deed which shall lead to defamation of the
Company's brand image or affect the goodwill of the Company in the market in any manner

Signature
*Confidential
(WITH OFFICIAL STAMP)
Page 5 of 8
Minimum Purchase Value Offered
(12) The Dealer hereby agrees to purchase goods worth Rs ...................……........ (Rupees..............................................................
……………………………………………………….......................) during the first year of appointment (hereinafter called "MPVO") as per
Company's pricing and credit policy or any scheme parameters from time to time. Unless discussed and agreed for subsequent
financial years, MPVO shall automatically increased by 10% over the previous year. In case the Dealer fails to purchase goods worth
MPVO during the period mentioned above or until the termination of this Agreement whichever is earlier, the Company shall have the
right and discretion to decide to reverse all discounts granted on all invoices raised by the Company during the year. In that case, the
Dealer shall also not be eligible for any other discounts/schemes announced or given by the company.

Periodic Dealer Performance Review.

(13)The Dealer understands that the Company has the right to review the performance of the Dealer at periodic intervals based on sales
and payment track record, display of Company products and compliance with any other Company guidelines issued from time to time
based on which the Company may continue, downgrade, upgrade or discontinue the business relationship with the Dealer at the sole
discretion of the Company.

Insurance
(14). That the Company ensures the goods when the transportation is decided by the Company. In any other case, the Company shall not
entertain any claim pertaining to breakages or shortages. In case where the Company has taken a general marine insurance and has
recovered insurance charges from the Dealer, the Dealer should lodge a claim to the insurance Company and complete the process of
appointing the surveyor and submission of the documents to the insurance Company. The Company will help the Dealer in timely
settlement of claim. After the settlement of claim the Company will issue credit note in favour of the Dealer up to the settled amount.

Product Display
(15). The Dealer shall comply with the Company's guidelines on product display from time to time and shall provide sufficient space/place
for displaying the Company's products in a manner that enhances product visibility and leaves a positive image of the Company's
products and brands on the customers.

Product Complaints
(16). The Company provides instructions for laying tiles and in any case, does not assume any liability for product complaints after the tiles
have been laid. It is the responsibility of the Dealer to familiarize himself with such instructions and Company's product complaint
procedures and inform all his customers accordingly beforehand and when a complaint is received from his customer, the Dealer shall act
in a manner that maintains and enhances Company's image in all product quality related matters.

Security Deposit
(17). That the Dealer shall deposit a refundable security deposit of

Rs.…………………......................…Rupees.....................................................................................................................
..…………………………………………only), which shall be refunded by the Company at the time of termination of this Agreement subject to

there being no receivable

amount by the Company from the Dealer. The security deposit may be adjusted by the Company towards part/full payment of any
moneys due from the Dealer. The deposit shall carry an interest rate @7% p.a. to be paid by the Company at the year end, in case all
payments are made by the Dealer timely.

Confidentiality
(18). That the Dealer hereby confirms that in consideration of Company entering into this Agreement and providing Dealer with any
information; including price lists, catalogues, or information relating to any Company initiative, it shall keep all such information;
including this Agreement, confidential and shall not use it or make it available to anyone else, other than solely for the purpose and
restricted to the activities as a Company Dealer. For clarification of doubts the Dealer Price List and catalogues can be shared with the
customers and sub-dealers.

Indemnity
(19). That the Dealer indemnifies and agrees to keep the Company saved, defended, harmless and indemnified from and against costs
and damages that may arise to the Company as a result of non submission of statutory forms, Stock difference, improper consumer
handling and complaints arising due to that and any other loss or damage caused due to the negligence in performance and
observance of the terms and conditions contained in this Agreement by the Dealer. Further the Dealer shall keep the Company
indemnified against any claim by its staff and claim/demand arising due to non compliance of the statutory obligations.

Notices
(20). Any notice or other formal communication to be given under this Agreement shall be in writing and signed by or on behalf of the Party
giving it. It shall be sent by email transmission or through any courier service provider to the contact details set out below. The delivery
shall be deemed to be complete when the email / courier is delivered.

Dealer
For the attention of : Mr.

Address :

Tel. No. :

Signature
(WITH OFFICIAL STAMP)
*Confidential Page 6 of 8
Company
For the attention of : Q NINETH CERAMICS
Address : 38/721- B1, ABM TOWER,
KADAVANTHRA, KOCHI, KERALA - 682020
Tel. No. : +91- 484-4052211, 4052212

Force Majeure
(21). That in the event of either party being impeded in the performance of any of its obligations hereunder by industrial disputes, or by any
cause beyond its reasonable control, including but not limited to war, hostilities, disorder, embargoes or acts of God, fire, earthquakes, storm,
proclamations, regulation, ordinance or any other analogous event, it shall not be liable to the other for any failure to carry out or observe any
of the terms, provisions, or conditions of this Agreement, and shall be entitled to such extension of time as may be found reasonable in all
such circumstances.

No Waiver
(22). That in case of failure by either party to enforce at any time any of the provisions of this Agreement or any delay in exercising any right,
power or remedy under this Agreement shall not be construed as a waiver by such Party of any such provisions nor in any way affect the
validity of the present Agreement or any part thereof.

No Exclusivity
(23). It is clarified that the Company does not grant exclusivity with respect to any Products or territories or any other right which is not
expressly mentioned in this Agreement.

Term
(24). This agreement shall remain in force & unchanged until terminated by the parties by giving one month's written notice subject to the
conditions that the Dealer can terminate this Agreement only after obtaining a 'No Dues' certificate from the Company and that in case the
Dealer is in violation of any of the terms of this Agreement or if any of the representations and warranties of the Dealer are false, the Company
can terminate the Dealership and this Agreement without giving any
advance notice. Obligations of the parties relating to Confidentiality, Indemnity and No Waiver as contained in this Agreement shall survive the
expiration or termination of the Agreement. Notwithstanding the termination of this Agreement, the Dealer shall be liable to settle his accounts
by making all pending payments and providing all pending tax forms along with interest and penalty until such settlement of accounts
happens.

No Agency
(25) This Agreement is entered into between the Parties on a principal to principal basis and does not create any kind of rights or obligations
related to agency on either party.

Arbitration
(26) In the event of the breach of any of the terms of this agreement or dispute or difference about interpretation or construction of any terms
of this Agreement, the dispute shall be refereed to the Sole Arbitrator, as appointed by the Company in accordance with the provisions of the
Indian Arbitration and Conciliation Act ,1996 and the decision of the said Arbitrator shall be final and binding upon both the parties.

Jurisdiction
(27) The jurisdiction for any matter relating to this Agreement shall exclusively be at New Delhi, India and all disputes and differences arising
out of this Agreement with regard to construction, meaning and effect of any of the terms and conditions hereof shall be resolved and decided
by a court of competent jurisdiction in New Delhi, India.

(28) This Agreement shall be final and binding between the parties and it constitutes the entire understanding between the parties in respect of
the subject matter of this Agreement and supersedes all prior negotiations, discussions and/or documents exchanged between the parties.
This Agreement shall not be amended, altered or modified except by an instrument in writing expressly referring to this Agreement and signed
by the parties.

IN WITNESS WHEREOF PARTIES HERETO HAVE SIGNED THIS AGREEMENT AT NEW DELHI IN THE PRESENCE OF:

Signed on behalf of :

The Company The Dealer

Name:
Signature: Name :
Signature :
Designation: Designation:
Witnesses : Witnesses
1. 1.
2. 2.

Signature
(WITH OFFICIAL STAMP)
*Confidential Page 7 of 8
 CHECK LIST TO FILL THE FORM
1. Kindly fill-in complete details and sign on 'X' marks with seal.
2. In Dealership Agreement two witnesses (of Dealer) are mandatory with full name in capitals, full residential address, & telephone number.
3. Kindly submit the following documents along with the form:-
(a) Covering letter of firm mentioning details of security deposit.
(b) Business / Visiting card of the owner.
(c) Photocopy of PAN card of the firm. In case of proprietorship firm, PAN card of proprietor will be sufficient.
(d) Photocopy of TIN registration.
(e) Photocopy of CST registration.
(f) Signature attestation by Bank on company's / Bank's letter head.
(g) One photograph of front entrance & one photograph of showroom display.
(h) 2 advance Cheques (No remarks/comments to be given on instrument).
(i) Last 6 month's bank account statement.
(j) Duly signed dealership agreement.

In Case of Partnership firm:

(k) Copy of partnership deed. If deed is not registered, certified by notary public.
(l) Photograph of all partners.
(m) Consent note signed by all partners nominating the managing partner to enter into dealership agreement.

In case of Pvt./Public Ltd. Companies :

(n) Certified copy of MOA & AOA
(o) List of directors
(p) Photograph of all directors
(q) Board resolution authorizing the director / authorized signatory to sign dealership agreement / application.

To be printed on the letter head of the Firm / Company and / or Rubber Stamp to be affixed

Dated

Q NINETH CERAMICS.
ABM Tower, Kadavanthra,
Kochi, Kerala -682020

Dear Sir,

With reference to our dealership application / agreement with Q NINETH CERAMIC, I/We submit the following Cheques for amounts due
from me/us and not paid within due date by me/us as per company records and authorize the company to fill in the requisite details and
deposit the cheques to realize its dues.
Yours truly,
For (Name of the firm / company)

Sl.No. Cheque No. Cheque Drawn On.

Signature:

Name and Designation:

Signature

(WITH OFFICIAL STAMP)

*Confidential Page 8 of 8