“Company”: Means Hawk Wire Manufacturing Pvt. Ltd.
“Dealer”: Means the Dealer whose name is mentioned herein on the face of this document
“Conditions”: Means.the terms and conditions set out in this document agreed in writing by the Dealer
1. Dealer’s Obligation : The Dealer shall promote and sell Company’s products and use its best efforts to maximize the sale of Company’s Product. The Dealer shall maintain at all times a minimum inventory of Company’s products commensurate with the needs of the market. The Dealer agrees to maintain or employ adequate staff to maintain a level of expertise necessary to demonstrate, promote and support the sale of the Company’s products. Dealer shall make all the payments including but not limited to the Company’s Product purchased by the Dealer from the Company on time.
2. Company’s Propriety Information and Trade Secret: The specification (s) and design (s) of the products (including the copyright,design right or other intellectual property in them) shall as between the parties be the property of the Company. The Dealer agrees to treat as confidential all information supplied by Company and not to use this information for any purpose other than promoting and selling the Company’s products.
3. Eligibility to various scheme/ discounts: 1 he details of the incentives/discounts/schemes will be communicated to the Dealer by the Company from time to time in writing. No claim of the Dealer under any such incentives/discounts/schemes based on any oral communication to him on behalf of the Company shall be entertained by the Company. The Dealer shall not be eligible for and shall not claim any incentive/discount/scheme etc. if he commits breach of any of the terms of this contract or defaults in payments due to Company as per the terms of payment.
4. Payment Terms: The Dealer shall make payment to the Company as per the payment terms as may be informed by the Company from time to time. The Company reserves the right to reverse/revoke the cash discount agreed on invoice and levy interest @ 21% per annum in case the Dealer fails to make the payment as per payment terms within stipulated period. The Dealer agrees and acknowledges that in case of a cheque bounce, the Company shall raise the debit note to and collect the bank charges from the Dealer. Further, the Dealers agrees and acknowledges that the Company will stop supplying the products in case the payment is not received within 90 days from the date of receipt of invoice.
5. Credit Limit: The credit limit shall be given to the Dealer as per the norms of the Company. The Dealer may request modifications in the credit limit in writing to the Company. The decision of the Company in this regard shall be final.
6. Applicability : The conditions shall apply to all contracts for the sales of Products by the Company to the Dealer to the exclusion of all other terms and conditions which the Dealer may purport to apply under any purchase order confirmation of order or similar documents.
7. Company’s Liability: The Company shall be under no liability whatever to the Dealer for any indirect loss and/or expense (including loss of profit) suffered by the Dealer arising out of a breach by the Company of this contract
8. Breach of Contract: In the event of any breach of this contract by the company, the remedies of the Dealer shall be limited to damages. Under no circumstances shall the liability of the Company exceed the price of the Products. No waiver by the Company of any breach by the Dealer shall be considered as a waiver of any subsequent breach of the same or any other provision. The Company shall have lien on the Company’s Products sold to Dealer till entire payment for the same is made by the Dealer to the Company.
Company shall have right to cease the Products for which payment was not made by the Dealer.
9. Return of Company’s Intellectual property upon termination : Upon termination of this contract for any cause, the Dealer shall promptly return to the Company or otherwise dispose off, as the Company may instruct, all samples, patterns, instruction books,technical pamphlets, catalogues, advertising material, POP material, signboard and other materials, documents and papers whatsoever provided to the Dealer and which the Dealer may have in his possession or under his control. The said material shall always remain the property of the company and the Dealer shall hold the same till termination of this contract.
10. Termination of Contract: This Contract may be terminated by the either Party without assigning any reason by giving 30 days written notice to other Party.This Contract may be terminated by the Company immediately if Dealer actions discredit the Company or violate these terms and conditions, or if the Dealer makes representation or give any warranty in respect of the Company’s products other than those contained in the Company’s conditions. Termination shall not affect obligation of the Parties arising out of this contract.
11. Modification of Terms : The Company shall have the right to change, amend alter or revise these Terms and Conditions from time to time without prior notification.
12. Arbitration and Jurisdiction : In case any dispute, the same shall be referred to the sole Arbitrator to be appointed by the Company,as per the provisions of the Arbitration and Conciliation Act 2013. The Place of Arbitration shall be Bhopal. Language of the Arbitration shall be English. The Courts at M.P. Nagar shall have exclusive Jurisdiction in all matter arising under this reference.
13. Compliances : The dealer hereby understands, acknowledges and admits that the Company and its Parent company are law abiding entities and their respective Policies, Rules & Regulations and Code of Conducts do not allow violation or breach of any Law, Code,Rules and Regulation by themselves or any of their associates including Dealer. Therefore dealer hereby assures and undertakes to the Company that the Dealer by itself OR through any third Party shall not indulge in any such act or omission that may amount to violation OR breach of any Law, Code, Rules and Regulation in any manner whatsoever directly OR indirectly and the Dealer hereby agrees to indemnify the Company and its Directors, Associates and Employees in this regards.
14. Hawk Wire Code of Conduct: Dealer undertakes to follow Hawk Wire Code of Conduct and sign the Business Association Undertaking attached with this form.
15. Non Discrimination and Sexual Harassment