This AGREEMENT shall always be read in conjugation with all the amendments communicated by PPPL from time to time through written communication on letter head or email or snail mail, etc. & must not be interpreted or perceived in isolation.
NOW, THEREFORE, in consideration of the mutual covenants contained herein, both parties have expressed a desire of entering in to a Distributorship agreement to meet their respective objectives, which are set out here in below & the parties hereby agree as follows:
PPPL agrees to receive and consider Distributorship applications subject to PPPLs right to consider the applications for such contracts in accordance with its policies, rules and regulations as in force from time to time.
TERMS AND CONDITIONS
SECTION 1. PARTIES
This Agreement is a non-exclusive license to operate as DISTRIBUTOR of PPPL business granted by us and to you.
- Distributors Operation & Sales
Distributor can operate anywhere across India and can get orders from any region, state, city of India where delivery services are available.
Distributor may sell the products among his friend's circle, through social media network, direct or indirect or any other rightful media.
Distributor shall not commit anything false to the customer for the purpose of selling.
Distributor's account shall get activated after achieving sale of 10 boxes, Once the account is activated commissions will be paid for all 10 boxes that are sold
Distributor will register the sale in the CRM and the same shall be delivered by PPPL, incase if the customer has any queries then the distributor may register it as a lead in the CRM.
Distributor shall promote the products via social media marketing, or through retailers or any other media, the same has to be communicated to PPPL, designs for any promotions will be provided by PPPL
Appointment of distributors in a region and no. of distributors in a region are sole decision of PPPL.
SECTION 2. GRANT OF THE DISTRIBUTORSHIP
PPPL has researched and possesses the skill in the development of the Panacea products, which involves the conceptualization, design, specification, development, operation, marketing, and licensing of Panacea products and associated products and concepts for the sale of proprietary and non-proprietary food, accessories, and lifestyle products. We own or have the right to license certain Retailers& Distributors.
As a Principle Company, we have the right to establish Standards for various aspects of the System that include quality, operating systems and other concepts including the products that are sold; the qualifications of suppliers; the qualifications, organization and training.
As a Distributor, you acknowledge that your commitment is important to us, to you, and to other Distributor as well as Retailers in order to promote the goodwill associated with our System.
a) Accordingly, for the Term of this Agreement, we grant you the license to perform as Distributor and promote Panacea on PPPLâ€™s behalf, and decision to grant such license is sole decision of PPPL only. Appointed Distributor will be allowed to operate or sell the products.
b) Conditional Renewal of Distributorship. This Agreement shall not automatically renew upon the expiration of the Term. You have an option to renew the Distributor agreement upon the expiration of the Term for one (1) additional term of Five Years (3) years (the â€œRenewal Termâ€)
c) The Distributor agrees that Subject to the provisions PPPL shall have the right to increase, reduce or amend such remuneration as well as product pricing depending on the market scenarioâ€™.
Determination of Prices/Fees of Products & services: All prices & fees are solely determined by PPPL from time to time.
SECTION 3. PAYMENTS AND REPORTING OF SALES:
a) The sales of Panacea products will be daily updated in the CRM by the distributor, the commission shall be paid digitally transferred fortnightly i.e.2nd and 16th of every month subject to payments received and product delivered.
b) The said earning amount shall be paid to the Distributor based in accordance to the terms of this agreement. PPPL may deduct Tax Deducted at Source (TDS) from the said earnings if applicable, for which the PPPL shall submit Form 16 to the Distributor against such deductions on periodic basis.
c) PPPL shall have the right to recover taxes as applicable from time to time from the remuneration payable to the Distributor.
d) In the event the Distributor commits a fraud, the renewal or recurring remuneration payable under this agreement shall be forfeited.
SECTION 4. Rights:
Rights of PPPL
a) PPPL possesses the complete right to discontinue any products as per their convenience it may be based on performance, cost or any other reason. PPPL has the right to not disclose any reason to the distributor for any discontinuation of product and the same is agreed by the distributor.
b) The distributor agrees that changing the product price is the sole right of PPPL.
c) The Distributor agrees that it will sell and market all the products developed by PPPL and will ensure he is aware of the products bouquet.
Rights of Distributor
a) The Distributor will have the access to the company's CRM.
b) The Distributor will have the right to verify the commissions either through dashboard or through normal accounting process whichever is applicable.
Distributorâ€™s COVENANTS& Indemnification
- Procure and maintain, from time to time, fulfill its obligations under this Agreement and shall from time to time inform prospective list of customers, notify,register sale within the time specified by PPPL.
- The Distributor Indemnifies and holds PPPL harmless in respect of any and all claims, losses, costs, expenses (including attorneyâ€™s fees and expenses) or damages incurred by or asserted against PPPL in relating to or arising out of:
a. Any breach or non-fulfillment of any of the duties of the Distributor or its employees hereunder;
b. Any action, proceeding or claim made by any employee or representative during his tenure of the Distributorship against PPPL in respect of any matter arising out of this Agreement;
c. Any loss to PPPL caused directly by an error or omission of the Distributor in the processing of any business procured and/or attempted to be procured by the Distributor with PPPL;
- Distributor shall ensure that its employees, officers and directors who are engaged in the business PPPLâ€™s products strictly adhere to the Prevention of Money Laundering Act, 2002, Rules framed thereon and the Anti Money Laundering (â€˜AMLâ€™) guidelines as prescribed byRBI and any modificationsthereto and employ adequate Know YourCustomer (â€˜KYCâ€™).
- Distributor shall adhere to the due diligence procedures. In the event that the Distributor or any of its employees fail to comply with PPPLâ€™s Due diligence KYC provisions and/or exposes PPPL to any elated risks, PPPL reserves the right to terminate this agreement forthwith. The matter could be further reported to regulatory/governmental authorities.Distributor shall, in the event of finding any adverse change on thestanding, integrity or reputation of the distributor, or its employees the distributor shall immediately inform PPPL or PPPLâ€™s Principal.
SECTION 6. GENERAL PROVISIONS:
Your success in this business is speculative and depends, to an important extent, upon your ability as an independent business owner. We do not represent or warrant that PPPL will achieve a certain level of sales. By you Agreeing below, you acknowledge that you have entered into this Agreement after making an independent investigation of PPPLâ€™s Products and its System.
Intending to be legally bound hereby, the parties have duly executed and delivered this agreement in duplicate, as of the date and year first written above. You hereby acknowledge receipt of this Distributor Agreement, You further acknowledge having carefully read this agreement in its entirety, including all addenda identified above and the Personal Guarantee below (if applicable).
SECTION 7. MISCELLANEOUS
You are an independent contractor of ours and not our agent, partner or joint venture. Neither party has the power to bind the other. Nothing in this Agreement contemplates a fiduciary relationship. Neither party is liable for any act, omission, debt or any other obligation of the other, and you and we agree to indemnify and save each other harmless from any such claim and the cost of defending such claim.
The partiesâ€™ rights and remedies are cumulative. Neither you nor your successor may create or assert any security interest or lien in this Agreement, without our prior written approval. You represent and warrant that you have established your operating agreement, by-laws or partnership agreement in accordance with the requirements of this Agreement. In the event of any conflict between a provision in this Agreement and a provision in your operating agreement, by-laws or partnership agreement, the provision of this Agreement will control.
Captions, paragraph designations and section or subsection headings are included in this Agreement for convenience only, and in no way define or limit the scope or intent of the provisions. Wherever we use the word â€œincludingâ€, it means â€œincluding but not limited to.â€
This Agreement is not binding upon the above entity(ies) until executed by an authorized representative.
YOU ACKNOWLEDGE ALL THE SECTIONS OF THE TERMS & CONDITIONS, WHICH PROVIDES FOR YOUR EXPRESS WAIVER OF RIGHTS, TO PARTICIPATE IN CLASS ACTION LAWSUITS, TO OBTAIN PUNITIVE, MULTIPLE OR EXEMPLARY DAMAGES, AND TO BRING ANY CLAIM OR ACTION LATER THAN TWO YEARS AFTER THE DISCOVERY OF THE FACTS GIVING RISE TO SUCH CLAIM OR ACTION.