ARIHANT AGENCIES

STANDARD TERMS AND CONDITIONS

OF APPOINTMENT FOR DISTRIBUTORS

1st April 2005

 ARIHANT AGENCIES.

STANDARD TERMS AND CONDITIONS OF

APPOINTMENT FOR DISTRIBUTORS

1st April 2005

DEFINITIONS 1
“Arihant” Means Arihant Agencies and its duly appointed representatives who are
responsible for the selection and appointment of distributors for and on
behalf of the Company.
“The Company"
Means Arihant Agencies with whom the Distributor agreement is made.
"The Copyright Material"
Means all Copyright Material trade names patents know-how or designs
now or at any time belonging to the Company in respect of the Products
"The Distributor Agreement"
Means the distributor agreement signed by the Distributor which is
subject to these standard terms and conditions of appointment
"The Minimum Sales"
Means (with the exception of the first six months thereof which are
exempt from minimum sales targets) the minimum sales of the
Company's Products which the Company expects the Distributor to make
in order to validate the Agreement amounting to a net wholesale value of
INR Rs. 75,000 (rupees seventy five thousand) in every three month
period during the first two years and then increasing to INR Rs. 1,20,000
(rupees one lakh and twenty thousand) in every three month period for
the remaining term of the Distributor's appointment
"The Products"
Means those products marketed by the company which are detailed in the
Distributor Agreement
"The Stationery"
Means Product information sheets brochures and any other authorised
paperwork supplied by the Company from time to time to the Distributor
for use with the sale of the Products
"The Territory"
Means the town or state or country (ies) as set out in the Distributor
Agreement

APPOINTMENT

2 The Company hereby grants to the Distributor the right to purchase the Products at the
agreed discounted price from the Company for resale within the Territory together with the right
to appoint sub agents and representatives within the Territory.

COMMENCEMENT AND TERM OF APPOINTMENT

3.1 The Distributor's appointment shall commence following written acceptance by the
Company following the submission of a signed Distributor Agreement subject to all the terms
having been met and payment of the initial fee to Arihant Agencies.
3.2 The Distributor shall be entitled to describe itself as the Company's 'Authorised
Distributor' for the Products, but shall not hold itself out as the Company's agent for sales of the
Products or as being entitled to bind the Company in any way and shall (without prejudice to the
generality of the indemnity at 5.13) indemnify the Company against all claims and other
liabilities incurred by the Company due to the Distributor's holding itself out as the Company's
agent
3.3 The Distributorship shall (subject to the rights of termination contained herein) remain in
force for a period of three years from the Commencement Date ("the Minimum Period")
3.4 The Distributor shall have the right to terminate the Distributor Agreement at any time
after the Commencement Date by giving three months prior written notice to the Company

RENEWAL

4 The Company shall (subject to the rights of termination contained herein) offer to the
Distributor a renewal of the Distributor agreement for a further period, unless the Distributor has
been in substantial breach of the terms of the Distributor Agreement or of the Company's terms
and conditions of appointment.

THE DISTRIBUTOR'S OBLIGATIONS

5 The Distributor shall: -

5.1 Pay and Purchase for the Products in accordance with the Company's ordering
procedure and conditions of sale from time to time in force
5.2 Recruit qualified person (s) whose qualifications and experience shall be approved by
the Distributor, and ensure that they are adequately qualified, trained about the products within
the specific sector of operation
5.3 In all ways act loyally to the Company and use his best endeavours to promote and
extend the sale of the Products, and use due diligence and good professional judgement to
ensure that Products are properly studied and are used only on suitable applications or farms
5.4 Not make any promises representations warranties or guarantees with reference to the
Products except such as are consistent with the Company's published information
5.5 Bring promptly to the notice of the Company any information received by him that is
likely to be of use or benefit to the Company in relation to the marketing of the Products
including the results of all tests and monitored fields
5.6 Not assign transfer charge or in any manner make over the Distributor Agreement or his
rights under it or any part of it without the prior written consent of the Company such consent
not to be unreasonably withheld
5.7 Pay for all expenses of and incidental to the distributorship including (without prejudice
to the generality of the foregoing) all Stationery supplied to the Distributor (with the exception of
that initially supplied without charge to the Distributor as hereinafter provided)
5.8 Not at any time whether during or after the term of the Distributor Agreement divulge or
use any unpublished technical information deriving from the Company or any other information
in relation to the Company's affairs or business or method of carrying on business
5.9 Immediately bring any improper or wrongful use of the Company's Copyright Material
emblems designs models or other similar industrial or intellectual property rights which come to
his notice to the attention of the Company and in and about the execution of his duties use
every effort to safeguard such rights and interest of the Company and assist the Company at
the request and cost of the Company in taking all steps to defend the rights of the Company
5.10 Sell the Products in the same condition as they are received by him and not deface or
alter the Products or their packaging remove or modify any labels instructions Copyright
Material or identifying insignia applied to or furnished in connection with the Products or affix to
the Products or packaging any labels or signs not previously approved in writing by the
Company
5.11 Not in any way at all during or after the termination of the Distributor Agreement make
any use of or claim any right in any name logo trademark pattern or design owned by the
Company or any name logo trademark pattern or design resembling them without the prior
specific written approval and consent of the Company
5.12 Not to sell the Products under any trademark brand or name other than as specified by
the Company
5.13 Indemnify and keep indemnified the Company from and against any and all loss damage
and all liability (whether criminal or civil) suffered and legal fees and costs incurred by the
Company resulting from any breach of the Distributor Agreement by the Distributor and any act
neglect or default of the Distributor's agents employees or licensees
5.14 Not to advertise for sale or otherwise solicit or allow to be advertised or solicited by way
of his sub-agents, sales people or any other persons, the Products outside the Territory
5.15 Seek professional advice on potential liability and maintain comprehensive public and
product and employers liability insurance to the degree advised necessary given the size and
extent of the Distributor's business
5.16 Not use in the course of his business any promotional or technical literature relating to
the Products other than that published and supplied by the Company. Nor reproduce any of the
Companies written material or Products trade marks or product branding for use in the
advertising promotion or sale of the Products without the prior written approval of the Company
5.17 Not advertise or promote the Company or Products in any way on the Internet otherwise
known as the World Wide Web without the prior written approval of the Company
5.18 Provide the Company with any information, which is necessary in order to enable the
Company to fulfil the order and to comply with all labelling, marketing and other applicable legal
requirements in the Territory
5.19 Obtain any necessary import licenses, certificates for marketing, certificates of origin or
other requisite documents, and paying all applicable customs, duties and taxes in respect of the
importation of the Products into the Territory and their resale in the Territory.
5.20 Comply with all legal requirements from time to time in force relating to the storage and
sale of the Products
5.21 Use its best endeavours to promote the sale of the Products throughout the Territory and
to satisfy market demand therefor.
5.22 Maintain "The Minimum Stocks" as not less than "The Minimum Sales” of the Products
as may be necessary to meet its customers' requirements.
5.23 At the request of the Company provide to it copies of such sales aids, including (without
limiting the foregoing) catalogues, sales brochures and sales manuals, as relate to the
Products;
5.24 Accept that each order for the Products shall constitute a separate contract, and any
default by the Company in relation to any one order shall not entitle the Distributor to treat this
Agreement as terminated.
5.25 Accept that all quotations made to the Distributor shall be exclusive of any value added
or any other sales taxes for which the Distributor shall be additionally liable
5.26 Accept that risk of damage to or loss of the Goods shall pass to the Distributor at the
time when the Company passes the goods to the Distributors authorised delivery agent.
5.27 Accept that, notwithstanding delivery and the passing of risk in the Products, or any
other provision of these Conditions, the property in the Products shall not pass to the Distributor
until the Company has received in cash or cleared funds payment in full of the price of the
Products for which payment is then due

THE COMPANY'S OBLIGATIONS

6 The Company shall: -

6.1 Supply to the Distributor the items set out in the Schedule hereto
6.1:1 The items set out in the Schedule hereto may not be converted to a cash equivalent
under any circumstances, either during or after the term of the Distributor Agreement
6.2 Make available in the Chennai from time to time to the Distributor or its representatives
such instruction and training as the Company considers necessary to advise and assist the
Distributor in the provision of an efficient sales and marketing service
6.3 Provide comprehensive information including full marketing guidelines for the Products
for use by the Distributor
6.4 Deliver the Products ex works at the Company's premises. Unless agreed otherwise, the
Company shall, at the expense of the Distributor, arrange for the Products to be transported to
the Distributor's premises by carrier on behalf of the Distributor.
6.5 Use its reasonable endeavours to supply to the Distributor as promptly as is possible
such reasonable and adequate supplies of the Products as are ordered by the Distributor from
time to time at the Company's current list prices on the Company's conditions of sale from time
to time in force
6.6 Provide a guarantee for not entertain directly with the Distributor's customer in a form to
be agreed from time to time with the Company, which will run for a period of 2 years beginning
on the day of the Distributor Agreement
6.7 At the expense of the Distributor to supply the Distributor with promotional material and
all other materials as the Company considers sufficient with a view to assisting and encouraging
the promotion by the Distributor of the sale of the Products
6.8 Not supply and make a charge to the Distributor for any items which the Distributor has
not expressly ordered in writing

RIGHTS RESERVED TO THE COMPANY

7 The Company reserves to itself the right notwithstanding anything to the contrary
contained in the Distributor Agreement or elsewhere provided
7.1 To vary the prices charged to the Distributor for the Products and to vary its conditions of
sale upon the giving of twenty-eight days prior written notice to the Distributor but for the
avoidance of doubt the Distributor shall remain at all times entitled to resell the Products to its
customers at such prices as the Distributor shall see fit
7.2 To make changes in the design production or finish of any specific product within the
range or discontinue its manufacture
7.3 In the event of its business or any part of it (being a part concerned in the manufacture
or sale of the Products or any range of those Products) being transferred to any other company
to assign its rights and obligations under the Distributor Agreement to that other company after
giving one months notice of such assignment in writing to the Distributor

COPYRIGHT MATERIAL

8.1 The Company hereby authorises the Distributor to use the Copyright Material in the
Territory on or in relation to the Products for the purposes only of exercising its rights and
performing its obligations under the Distributor Agreement
8.2 The Distributor shall ensure that each reference to and use of any of the Copyright
Material by the Distributor is in a manner from time to time approved by the Company and
accompanied by an acknowledgement, in a form approved by the Company, that the same is a
Copyright Material of the Company.
8.3 The Distributor shall not:
on or in relation to the Products;
or validity or the goodwill of the Company therein;
8.3:1 use in relation to the Products any other copyright material other than the Copyright
Material without obtaining the prior written consent of the Company; or
8.3:2 use in the Territory any other copyright material or trade names so resembling any
Copyright Material of the Company as to be likely to cause confusion or deception.
8.4 Except as specifically provided in the Distributor Agreement the Distributor shall have no
rights in respect of any Copyright Material used by the Company in relation to the Products or of
the goodwill associated therewith, and the Distributor hereby acknowledges that, except as
expressly provided in this Agreement, it shall not acquire any rights in respect thereof and that
all such rights and goodwill are, and shall remain, vested in the Company.
8.5 The Distributor shall, at the expense of the Company, take all such steps as the
Company may reasonably require to assist the Company in maintaining the validity and
enforceability of the Copyright Material of the Company during the term of this Agreement.
8.6 The Distributor shall promptly and fully notify the Company of any actual, threatened or
suspected infringement in the Territory of any Copyright Material of the Company which comes
to the Distributor's notice, and of any claim by any third party so coming to its notice that the
importation of the Products into the Territory, or their sale therein, infringes any rights of any
other person, and the Distributor shall at the request and expense of the Company do all such
things as may be reasonably required to assist the Company in taking or resisting any
proceedings in relation to any such infringement or claim.

FORCE MAJEURE

9.1 If the Company is affected by circumstances beyond its control (including, without
limitation, any act of God, strike, lockout or other form of industrial action) it shall forthwith notify
the Distributor of the nature and extent thereof.
9.2 The Company shall not be deemed to be in breach of this Agreement, or otherwise be
liable to the Distributor, by reason of any delay in performance, or non-performance, of any of its
obligations hereunder to the extent that such delay or non-performance is due to circumstances
beyond its control of which it has notified the Distributor; and the time for performance of that
obligation shall be extended accordingly.
9.3 If the circumstances beyond the Company's control prevail for a continuous period in
excess of eight weeks, 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
reasonable.

MISCELLANEOUS

10 In the event of any dispute between the Distributor and any of the Company's other
distributors as to any of the provisions of these terms and conditions of appointment or such
other distributor's agreement, then such dispute shall be referred to and determined by the
Company whose decision shall be final and binding upon the parties concerned

TERMINATION

11.1:0 Either party shall at any time have the right at its discretion by giving written notice to the
other party to suspend its performance of or terminate the Distributor Agreement if the other
party:
11.1:1 commits any breach of any of these terms or conditions of appointment and or the
Distributor Agreement and such breach (if capable of being remedied) remains unremedied for
seven days after being called to its attention in writing by the party not in default;
11.1:2 enters into liquidation whether compulsory or voluntary becomes bankrupt has a receiver
appointed for all or any part of its business becomes insolvent compounds or makes any
arrangement with its creditors or takes or suffers any similar action in consequence of debt
11.2:0 the Company shall at any time have the right at its discretion by giving written notice to
the Distributor to terminate the Distributor Agreement if:
11.2: 1 the Company ceases to deal in the Products for reasons beyond its control unless the
rights and obligations of the Company under it are assigned in accordance with clause 7.3
11.2:2 the Distributor commits any material act or omission which in the reasonable opinion of
the Company may adversely affect its interest
11.3:0 the Distributor Agreement shall automatically lapse without notice in the event that the
minimum sales are not achieved.
CONSEQUENCES OF TERMINATION

12.1 The Distributor shall immediately remove from its premises all signs relating to the
Products and to being a Distributor in the Products and shall discontinue any previously
permitted use of any trade mark name or logo of the Company and shall cease all forms of
advertising in connection with the Products
12.2 The Company shall be entitled to, but not be under obligation to, repurchase all or any of
the Distributors unsold stock of the Products upon allowing to the Distributor against any liability
of the Distributor to the Company credit for the repurchased Products at the prices originally
invoiced less any deduction for any damage or deterioration of the Products (including fair wear
and tear) and any expenses incurred by the Company in the handling carriage insurance or
resale of the Products
12.3 The Distributor shall promptly cease to use commercially all samples photographs price
lists and supplies of the Stationery or other material or documents of whatever kind prepared by
or supplied to the Distributor in connection with the distributorship
12.4 Save as above expressly provided the Distributor shall on the termination of the
Distributorship have no right to any compensation for goodwill customers profits expenses or for
any other loss or damage arising as a result of the expiration or termination of the Distributor
Agreement for any other cause

WAIVER ENTIRE UNDERSTANDING AND VARIATION

13 The waiver by the Company of any breach of any term of the Distributor Agreement shall
not prevent the subsequent enforcement of that term and shall not be deemed a waiver of any
subsequent breach
14 The Distributor Agreement and the standard terms and conditions of appointment
embody the entire understanding of the parties in respect of the matters contained or referred to
in them and there are no promises terms conditions or obligations oral or written express or
implied other than those contained in the Distributor Agreement and the standard terms and
conditions of appointment
15 Nothing within the terms agreed constitutes a 'Franchise'. The Distributor must accept
full responsibility, taking professional advice where appropriate to ensure he has the necessary
experience, ability and resources to succeed within this business. Arihant Agencies and the
Company accepts no responsibility for the success or failure of the Distributor due to
incompetence
16 All previous agreements and arrangements if any relating to the sale of the Products
made between the Distributor, Arihant Agencies and the Company are superseded
17 No variation or amendment of the Distributor Agreement or oral promise or commitment
related to it shall be valid unless committed to in writing and signed by or on behalf of all parties

LAW AND CONSTRUCTION

18.1 The Distributor Agreement and these Standard Terms and Conditions of Appointment
shall be governed by Indian Law and the Distributor consents to the non-exclusive jurisdiction of
the Chennai Courts
18.2 The headings of conditions are for convenience of reference only and shall not affect
their interpretation

NOTICES

19 Any notice to be given under the Distributor's Agreement or standard terms and
conditions of appointment shall be in writing and electronically transmitted or forwarded by first
class prepaid registered or recorded delivery letter post to the receiving party at its business
address as last notified in writing to the other party and shall be deemed to have been given on
the date of the E-mail, telex or facsimile transmission or five days following the date on which
the notice was posted
THE SCHEDULE
Upon signing of the Distributor Agreement and payment of the initial fee to Arihant Agencies as
detailed in the Distributor Agreement the Company hereby agrees to supply to the Distributor
without charge the following items:

Initial stock with an invoice value of up to INR Rs.30,000.00. This stock can be drawn down in
any combination of Products from Plant Growth Promoters or Plant Protectors within the first six
months of the term of the Agreement

Limited Samples as per MOU

A comprehensive Distributor support programme including initial training of the Distributor,

salespeople and marketing staff at a venue and time to be determined by the Company within
Chennai up to a maximum of five one day places

Comprehensive commercial and technical information about the Product

Documents like Certification, Test reports and customer testimonials as available with the
Company from time to time

Access to Personality matrix recruitment programme

Initial supply in varying amounts of all of the following:

Corporate Folders
Product Technically speaking brochures
Product Brochures
Promotional materials for local printing
Marketing materials
Distributor support
Reference files: reports, commercial and technical