AGREEMENT

OF
DISTRIBUTORSHIP

Between
LUMAX DK AUTO INDUSTRIES LTD
(CIN: U34300DL1997PLC087110)

Delhi (India)

And

___________________________
_____________________________
___________________________

This Agreement is made at New Delhi on this 15 th Day of July, 2015.

BY & BETWEEN
LUMAX DK AUTO INDUSTRIES LIMITED (CIN: U34300DL1997PLC087110), having its
marketing office at B 86, Mayapuri Industrial Area, Phase-I, Delhi-110064 and
having factory at Plot No. 12, Sector 10, IIE, SIDCUL, Pantnagar - 263153
(hereinafter referred to as LUMAX)
___________________________________________, a Company/ Partnership/
Proprietorship Firm carrying business at _______________________________
____________________________________ acting through its Director/ Partner/
Proprietor__________________ (hereinafter referred to as the Distributor).
LUMAX hereby appoints the Distributor to deal and promote its products and the
Distributor hereby agrees to act as Distributor of LUMAX on the following terms
and conditions and as modified from time to time.
1.

Scope of Supply of Products

1.1

All standard products in the prevailing LUMAX products lists are

standard products.

1.2

All products not listed in the prevailing LUMAX standard products

price list are non-standard products and will be quoted for on
request.
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2.

Area of Operation of the Distributor

3.

4.

2.1

As per the infrastructure facilities and manpower available with the

Distributor and as per the Distributor's own choice, the Distributor
has offered and agreed to operate in ____________ for promotion
of products of LUMAX.

2.2

In order to maintain free flow of goods and services into the market,
LUMAX reserves the right to appoint other Distributor or any other
Channel Partner in the territories chosen by the Distributor.

Responsibilities of Distributor
3.1

Subject to payments made and/or as accepted by LUMAX, to stock

standard/ non-standard products as per market requirements and
as advised by LUMAX to ensure uninterrupted flow of LDK products
into the market.

3.2

To promote and resell LUMAX range of standard/non-standard

products within the limits of its abilities, in consultation with and as
agreed with LUMAX and in accordance with LUMAX commercial
policy as applicable from time to time and to work for mutual benefit
of each other.

3.3

To maintain a fair number of qualified staff in order to advice

customers before, during and after sales.

3.4

To keep LUMAX informed of the market, the changes in the market

and competition.

3.5

To promote, together with LUMAX, the image of LUMAX Group of

Companies as well as the LUMAX's brands.

3.6

The Distributor agrees to furnish its profile and other required

information in the prescribed form to the LUMAX at the time of
signing of this Agreement. The Distributor shall also furnish the said
prescribed form to LUMAX by the first week of January every year
for the next Financial Year business. The Distributor further
undertakes to furnish the revised form, in case there is any change
in the information already furnished to LUMAX from time to time.

LUMAX's Commercial Policy

4.1

The Distributor will not distribute or sell products, which can be

mistaken for LUMAX products or deceptively similar to LUMAX
products or create confusion in the market about genuineness of
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LUMAX products. The Distributor will not sell/resell any products

which may be copies of any of the brands of LUMAX and/or infringe
the copyrights or trade marks and other intellectual property rights
of LUMAX. LUMAX reserves the right to take legal action in case of
infringement or other wise in accordance with the applicable Laws.

5.

6.

4.2

LUMAX reserves the right to enter into direct business

arrangements with specific customers as per market conditions and
to ensure free flow of supplies of LUMAX products in the market.
The decision of LUMAX in this regard will be final and binding on
Distributor.

4.3

The Distributor agrees that the commercial policy, terms of payment

and sales policy and any other document/circular notified by
LUMAX from time to time governing the terms of supply of goods to
Distributor shall be binding on Distributor during the validity period
of this Agreement.

4.4

LUMAX Distributor will not resell products at prices higher than

MRP (Maximum Retail Price).

Stocking of standard products

5.1

The Distributor will maintain, in value terms, a minimum inventory

level of 15 days of his agreed target or as specified by LUMAX from
time to time at any given point of time. Lumax Sales Team will verify
this inventory level once every month by means of stock -sales and
retailing statements. LUMAX reserves the right to inspect the
inventory at any given time. Only those Distributors who will fulfill
this requirement of minimum 15 days' inventory will qualify for the
various incentives/ discounts as applicable from time to time.

5.2

Distributor will reach the minimum inventory by 1 st of every month

as per stock/ sales and retailing statement.

Confidentiality & Moral Obligations

6.1

Information or documents concerning LUMAX marketing strategy or

policies, given to the Distributor, are confidential and it is the utmost
responsibility of the Distributor to maintain secrecy over such
strategy or policies and to protect the interest of LUMAX.

6.2

The Distributor and LUMAX agree that the various trademarks,

copyrights and patents owned by LUMAX and its associate or
Group Companies are their own property and the Distributor will
have no lien over these at any time whatsoever, regardless of the
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tenancy of this contract.

7.

8.

Sales-tax/ CENVAT
7.1

It is the responsibility of the Distributor to submit to LUMAX along

with the order/ receipt of Invoice or within the stipulated period the
prescribed Tax forms to be eligible for any CST/LST/VAT benefit
wherever applicable within time. In case these forms are not
submitted by the Distributor to LUMAX at the time of supply or
latest within the stipulated period, the Distributor will be debited with
the full Sales-tax/ VAT in lieu of C/CST or any prescribed Form
and interest thereon which will stand recoverable from him. In
addition, he will be liable to pay any eventual penalty charged to
LUMAX that may arise from the late submission of these to the
concerned authorities of the Government.

7.2

LUMAX will charge CST/LST/VAT and other applicable taxes and

duties at the prevailing rates in conformity with sales tax and other
laws.

7.3

Subject to the prevailing excise laws, CENVAT invoices will only be

made to Distributor who are duly registered with the Central Excise
Authorities and are in possession of a valid registration number.
These details must be given by the Distributor to LUMAX along with
a copy of Excise Registration Certificate at the beginning of each
financial year or later in case of any modification in the same after
the beginning of the year.

Delivery of Goods
8.1

Delivery of goods as ordered by the Distributor shall be at the

godown of LUMAX situated at Plot No. 12, Sector 10, IIE,
SIDCUL, Pantnagar - 263153 or such other place of LUMAX as
may be notified by LUMAX from time to time. The goods can be
handed over to any representative / transporter of the Distributor as
declared in the Agreement or as indicated specifically in writing in
the order for any specific order.

8.2

If Distributor requires delivery of goods to any of his address then

Distributor will mention this in writing in the Order to LUMAX.

8.3

If a dispatch is requested to be made at any address of the

Distributor as per this Agreement or at any other place (third party
transactions) additional cost of freight & insurance will be charged
to the Distributor.
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9.

Payment by Distributor
9.1

Terms of payment are Payment against Delivery. However, credit

period of 30 days or otherwise may be permissible in specific cases
wherever so agreed by LUMAX in writing from time to time.

9.2

The Distributor shall make full payments by demand draft payable

at Delhi in respect of supplies made by LUMAX against document
of dispatch/ delivery of goods. The Bank charges for Demand draft
shall be borne by the Distributor. The payment can also be made
through cheques (payable at Delhi).

9.3

On every invoice that is not paid against documents, delivery of

goods or from the day of expiry of the credit period if specifically
agreed in any specific case, as the case may be, the Distributor
shall be charged late payment interest @ 2% per month on the
outstanding amount.
The debit note for interest charged shall be raised and sent to the
Distributor by the Branch Accounts at the end of every month and
shall be payable within 30 days from the date of the debit note.
In case of documents negotiated through Bank, the Accounts
Department shall advise the Bank to realize interest amount @2%
per month in the event of documents not retired within 7 days of
presentation by the Bank.

10.

11.

Insurance, Packing & Forwarding/ Transportation.

10.1

All goods ordered by Authorised Distributor are delivered promptly,

subject to Force Majeure. All goods can be insured at the option of
the Distributor at his cost.

10.2

The Distributor shall be responsible for taking its delivery after its
due inspection and verification.

10.3

The goods are always well packed so as to avoid any breakage in

transit.

Warranty
11.1
LUMAX is committed to deliver satisfactory quality of
products to its customers. LUMAX products are manufactured to
the best of National and International Standards and will have a
warranty period of 6 months from the date of invoice. During this
period LUMAX undertakes to repair/replace only those
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defects/products which may arise out of faulty material or

workmanship, free of cost, provided the goods are returned to
LUMAX Warehouse in Plot No. 12, Sector 10, IIE, SIDCUL,
Pantnagar - 263153 along with invoice reference intact with no
alteration/ addition/ repairs carried out by any person other than
LUMAX's authorized representative. LUMAX's decision on the
nature of the defect shall be final and binding on Authorized
Distributor.
12.

Return of Goods
12.1

13.

14.

Representation
13.1

All LUMAX transactions are on principal-to-principal basis in the

course of wholesale trade and the relationship between the two
shall be that of a buyer and seller.

13.2

The Distributor will not make any commitment on behalf of LUMAX

without its prior consent in writing.

Force Majeure
14.1

15.

Goods/products once sold will not be taken back by LUMAX.

LUMAX shall not be liable for any failure or delay in performing any
of LUMAX's obligations herein which may result into any loss or
damage to Authorised Distributor caused by any strike, lockout, act
of God, act of state, act of enemy, riots, civil commotion, shortage
of raw material, non-availability of transport facility or any other
circumstances beyond LUMAX's control.

Arbitration
15.1

This Agreement is based upon mutual confidence and friendly cooperation. In case disputes or differences arise whether as to the
interpretation or effect whereof or the rights and liabilities of LUMAX
on the one hand and Distributor on the other or otherwise
howsoever shall be settled by means of personal negotiations
between duly authorized representatives of LUMAX on the one
hand and Distributor on the other.
In case this procedure becomes in fructuous, any dispute(s) or
difference(s) or claim arising out of or in relation to this Agreement
including the construction, validity performance or breach thereof or
dealings/ transactions between parties, which the parties hereto
cannot settle amicably by reaching a mutual understanding, shall
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be referred to the Sole Arbitrator to be appointed by LUMAX and

such Arbitration shall be in accordance with and subject to the
provisions of the Arbitration and Conciliation Act, 1996, or any
statutory modification or re-enactment thereof or any other law for
the time being in force and the Award of such Arbitrator shall be
final and binding on all the parties to this Agreement. Such
Arbitration proceedings will be held at New Delhi.
16.

Jurisdiction
16.1

17.

It is agreed by and between the Distributor and LUMAX that this

Agreement shall be subject to the exclusive jurisdiction of the
courts at New Delhi.

Indemnity
17.1

The Distributor shall keep LUMAX harmless and indemnified

against claims, if any, from third parties in respect of acts done by
Authorised Distributor under this Agreement and against claims/
losses/ expenses/ damages, if any, that may be caused by
Authorised Distributor by reason of contravention/ violation of any
statutory provisions, rules and regulations in force from time to
time.

18.

This Agreement shall be valid until terminated by Clause No. 19 herein

below.

19.

Termination of this Agreement

19.1 Either party to this Agreement shall be entitled to terminate this
Agreement by giving 30 days advance notice in writing to the other
party. Without prejudice to the above, LUMAX shall be entitled to
terminate this Agreement immediately upon written notice in the
event it is confirmed that:
(i)

It is un-remunerative for LUMAX to pursue this Agreement

with the said Distributor;

(ii)

The performance of the said Distributor is not satisfactory; or

(iii)

The said Distributor commits a breach of, or contravenes, or

otherwise violates any of the terms and conditions of this
Agreement.

20.

Terms and Conditions stated above are

accepted

21.

Terms and Conditions stated above are

accepted

_________________________________
(Signature & Stamp)

LUMAX DK AUTO INDUSTRIES LTD

(Signature & Stamp)

Signature ____________________

Signature ____________________

Name of the Concern/ Business

M/s ______________

Name: - Mr.____________

Automotive Business

Designation:

(Proprietorship Firm/ Company)

Name-:Mr.____________
Designation: - __________

Address: - M/s Lumax DK Auto Industries

Ltd, B-86, Mayapuri Industrial
Area, Phase-I, New Delhi-64

Address: ______________

Phone No.: (011) _________, _________

Phone No: ______________________

Fax No.

: - (011) ____________

Fax No:

Email: _____________________--

Email:
Date: ___.___.2015
WITNESS

WITNESS

Signature ______________________

Signature ______________________

Name (in full) ___________________

Name (in full) ___________________

Father Name ___________________

Father Name ___________________

Address _______________________
______________________________

Address _______________________
______________________________

Phone No. _____________________

Phone No. _____________________

Fax No. _______________________

Fax No. _______________________

Email _________________________

Email _________________________

Date __________________________

Date __________________________

LUMAX DK AUTO INDUSTRIES LTD

(CIN: U34300DL1997PLC087110)

Registered Office - B-86, Mayapuri Industrial Area, Phase-I, New Delhi-64 (India)

Visit us at _______(Name of website)

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