Agency Agreement_Final

AGENCY AGREEMENT This Agreement made and entered into on this ___________th day of______________, 2018, by and between MIURA SINGAPORE CO PTE. LTD., a corporation duly organized and existing under the laws of the Singapore, having its principal place of business at 3 Soon Lee Street #03-36 Pioneer Junction Singapore (627606), the Singapore, (hereinafter referred to as the “Company”) and M/S BD LINK AGENT, an enterprise duly organized and existing under the laws of Bangladesh having its principal office at 54, South Mugdhapara, Dhaka, Bangladesh (hereinafter referred to as the “Agent”). WITHNESSETH: WHEREAS, Company desires to appoint Agent on an exclusive basis to assist and promote its sales activities in Bangladesh and Agent desires to provide such assistance and services to Company. NOW, THEREFORE, in consideration of the mutual covenants contained herein, the parties hereto agree as flows: 1. Appointment of Agent The Company hereby appoints the Agent as its exclusive agent in the territory specified in Schedule A attached hereto (hereinafter referred to as “Territory”), for the sale of the products as specified in Schedule B hereto (hereinafter referred to as “Products”). Schedule A and B may be amended by mutual written consent of the parties. The Agent shall not, in the Territory, deal in any products and/or goods, nor shall it represent any other suppliers or manufacturers of any products and/or goods, which are in the opinion of Company similar to or competitive with the Products to be supplied or manufactured by Company pursuant hereto. It is hereby expressly agreed and declared by and between the parties hereto that all customers heretofore or at any time hereafter called on by or introduced to the Agent are customers of the Company and are not customers of the Agent nor has the Agent any proprietorial interest therein or in any list of such customers. 2. Duration This Agreement shall continue in full force and effect from the date on which it is signed by both parties hereto, until _______________________, Upon expiration of the said term, this Agreement shall be automatically renewed, unless no later than thirty (30) days prior to the date on which this Agreement would otherwise be extended a party gives written notice of termination to the other party hereto, and shall continue thereafter in full force and effect until terminated at any time by either party giving the other three (3) month notice in writing to terminate this Agreement. 3. Duties of Agent Best Efforts The Agent shall during the continuance of this Agreement diligently and faithfully serve the Company as its agent and shall undertake to use its best endeavors to maximize the sale of the Products in the Territory and shall maintain and safeguard the goodwill, reputation, prestige and interest of the Company and shall not do anything that will prevent such sale or interfere with the development of the trade in the Territory. Price and Sales (Promotion) 3.2.1 The Company may from time to time furnish the Agent with a statement of the minimum prices at which the Products are respectively to be sold, and the Agent shall not solicit orders or offer the sale of the Products at less than such minimum prices unless it has first obtained the Company’s express authorization to vary such prices, but shall endeavor in each case to obtain the best price obtainable. 3.2.2The Agent may not be entitled to sell any of the Products to any person or company residing outside the Territory except with the Company’s prior written consent. 3.2.3The Agent shall not give credit to or deal with any person, company or firm which the Company shall from time to time direct the Agent not to give credit to or deal with. 3.2.4The Agent shall keep the Company fully informed from time to time of market condition within the Territory for the Products and of activities and prices of competitors and provide any available information relevant for the purpose of furthering the sale of the Products. The Agent shall render to the Company, during the term of this Agreement and thereafter, such assistance as the Company may reasonably require in receiving, collecting, recovering or suing for payment due from purchases of the Products under orders solicited by the Agent. 3.3 Order 3.3.1The Agent agrees that it shall promptly advise the Company of any enquiries or orders for the Products whether within or outside the Territory which may from time　 to time be received by the Agent and upon receipt by the Agent of any order for the Products the Agent shall immediately transmit such order to the Company. 3.3.2If the Company decides to proceed with any such enquiry or order it shall forward directly to the customer an acknowledgement of the order for such Products. In cases where the Products are to be delivered in the Territory, the Company shall forward to the Agent a duplicate copy of the invoice sent with the Products to the customer and in like manner shall from time to time inform the Agent when payment is made by the customer to the Company. 3.3.3The Agent shall duly keep an account of all orders obtained by it and shall on or before the 15th day of every month send a copy of such account for the immediately preceding month to the Company. 3.3.4The Company shall use its best endeavors consistent with its other demands and business to meet any and all orders or enquiries for the Products received through or from the Agent but nothing herein contained shall impose upon the Company any obligation to accept or fulfill any order in any case where the Company considers it inexpedient or inconvenient so to do or entitle the Agent to accept any order on behalf of the Company. Refusal by the Company of any order in whole or in part shall not incur any liability to the Agent, its officers or employees or any other person. 3.4 Payment 3.4.1The Agent shall cause any customer to open with an schedule bank acceptable to the Company an irrevocable letter of credit in favor of the Company in an amount equal to the sum of the agreed purchase price of the Products to be delivered to the customer and the amount of commission to be paid by the Company to the Agent in connection with the sale of such Products. In the event that a customer is unable to and/or fails to open a letter of credit the Agent shall open such letter of credit in favor of the Company in the same amount as specified above, in which case the Agent shall be reimbursed from the customer. 3.4.2The Agent shall not without the written consent and the authority of the Company collect any monies from any customers. Office and Staff The Agent shall establish, employ and maintain appropriate offices and staff for the purpose of its duties hereunder and all costs and expenses incurred by the Agent hereunder shall be borne and paid by the Agent. Confidentiality The Agent shall keep secret and shall not disclose to any third party (including, but not limited to, individuals, firms or companies) any confidential information disclosed to it by the Company to enable the Agent to perform its duties under this Agreement, and upon termination of this Agreement for any reason whatsoever, the Agent shall not at any time thereafter use any confidential information so disclosed during the currency of this Agreement. Upon termination of this Agreement, the Agent shall, at its expense, promptly return to the Company all information and literature relating to the Products and the Company including but not limited to price lists, samples, documents and papers that may have been supplied to the Agent by the Company. Neither expiration of this Agreement nor earlier termination hereof for any reason of whatsoever shall release the Agent from any of its obligations set forth in this paragraph 3.6. Qualification to do Business The Agent shall make such filings and take such actions as may be required to qualify to do business under all applicable state and Bangladesh laws in order to perform the services contemplated by this Agreement on behalf of the Company. 4. Commission 4.1 Agent commission will be decided by both party’s mutual separate agreement. 4.2 The sales of Products by the Company, during the term of this Agreement for which the Agent is entitled to receive the commission described in the preceding Paragraph 4.1 include and are limited to: (a) any sale of Products by the Company, where the Products are to be delivered by the Company to a location within the Territory pursuant to an order or enquiry received from a customer whose address, from which such order or enquiry was received, is located in the Territory, irrespective of whether such order or enquiry was received directly by the Company or through the Agent, and (b) any sale of Products by the Company, other than a sale described in the preceding subparagraph (a), made pursuant to any order or enquiry first forwarded by the Agent to the Company, where such Products are to be delivered by the Company to a location within the Territory, and/or the customer’s address, from which such order or enquiry was received, is located in the Territory. Any commission stipulated and paid hereunder shall be deemed to cover all the costs, fees, charges and other expenses incurred by the Agent in connection with the respective sale of the Products. All commissions payable to the Agent hereunder shall be decided by separate agreement of the both party. 5. Minimum Sales The Agent shall procure orders or enquiries from customers and/or purchasers located in the Territory for the minimum delivery of Products in the Territory resulting in the relevant periods as follows: No PERIOD MINIMUM SALES AMOUNT 1 The First (Contract/Calendar) Year US$ 2 The Second (Contract/Calendar) Year US$ 3 Each (Contract/Calendar) Year Thereafter US$ 5.2 Periodic evaluation of the Agent’s sales activities is made by the Company at the end of contract/calendar year to check achievement by the Agent of the minimum sales as specified in Paragraph 5.1 above. 6. Damages Upon termination of this Agreement, the Agent is only entitled to receive the commission in respect of sales resulting from orders received by the Company up to the date of such termination, for which payment is subsequently made to the Company pursuant to this Agreement. No further amounts, for indemnification or otherwise, shall be payable by the Company to the Agent or to the Agent’s officers, employees or subagents upon or after termination of this Agreement. The Parties unequivocally and clearly understand and admit that, notwithstanding anything contained herein to the contrary, if the Agent is found to breach any Clause or provision of this Agreement or if agent fails to perform his obligation duly under this Agreement or if agent is convicted of or engaged with Misconduct in any degree whatsoever or agent commits or likely to commit or abet, directly or indirectly, jointly or individually criminal misappropriation, forgery, fabrication, the agent will be liable to pay whole liquidated damages unless the breach is made good. It is further agreed and understood by the Parties that the remedy of liquidated damages under Clause 6.2 above, shall be in addition to any criminal action available or taken against Agent whatsoever. In case of breach of this Agreement or when it is deemed as breach directly or 　　 indirectly, the Agent compensate by the satisfying way to the Company. 7. Warranties At all times when the Agent advises the Company of any enquiries or orders for the Products in accordance with this Agreement the Agent shall be deemed to warrant that the customers are, to the best of its knowledge and belief, of commercial repute and financial stability and in particular that, if as a result of acceptance of such customers, such customer is worthy of the relevant period of credit to be granted by the Company. The Agent shall supply the Company with details of any changes in credit worthiness of existing customers. In any event the Company has the right to refuse any enquiries or orders if it is not satisfied with the credit worthiness of the proposed customer. Nothing contained herein shall be construed to give any right or interest to the Agent in any trademark or trade name of the Company, except that Agent may use the trade name “MIURA SINGAPORE CO PTE. LTD.” solely for the purpose of procuring orders for and sales of the Products in accordance with this Agreement. The Agent agrees that any and all patent rights, trademarks, trade names, copyrights and other property rights in and with respect to the Products are and shall remain exclusively the property of the Company and its affiliates. Agent shall immediately report to the Company any infringement by third parties of any such patents, trademarks, trade names, copyrights and other property rights in the Territory. Upon termination and/ or expiration of this Agreement for any reason whatsoever, the Agent shall promptly discontinue every use of such trade name and any language permitted for use under this Agreement. 8. Advertisement The Agent shall, at its own expense, display advertising, distribute promotional or descriptive literature of information, conduct marketing, or make representations concerning the Products in the Territory, all of which shall have first been approved by the Company. The Agent shall comply with any reasonable requests made by the Company for modification of advertisement if the Company is not satisfied with such advertisements. If requested by the Agent, the Company agrees to provide the Agent at a cost price with reasonable quantities of all catalogues and advertising materials relating to the Products which the Company may from time to time publish; provided, however, that upon termination of this Agreement for whatever cause, the Agent shall promptly return to the Company all such catalogues and advertising materials provided by the Company. 9. Maintenance of Stock The Agent agrees to maintain an adequate inventory of the Products so as to be able at all time to provide samples to prospective customers. The Company shall grant the Agent 60 days of credit for the payment by the Agent for the Products supplied to Agent as said sample inventory by the Company. 10. Status of the Agent Nothing herein contained shall constitute a partnership between the parties or entitle the Agent to hold itself out as being anything other than the Agent of the Company or entitle the Agent to enter into any obligation or commitment binding upon the Company without the prior written consent of the Company which the Company shall be under no obligation to give. Nothing herein contained shall constitute any authority to the Agent to negotiate, settle or compromise any claims or disputes on behalf of the Company relating to the Products. The Agent agrees that it has no authority to make or give and shall not to make any representation or give any guarantee or warranty in respect of the Products other than such as the Company may from time to time in writing expressly authorize. This Agreement is personal to the Agent who is not entitled to assign, dispose of, mortgage, charge or otherwise encumber its rights and duties or benefit under this Agreement. The Agent shall indemnify, protect and save the Company from all claims, demands, suits or actions for damages to property or person which may be sustained by any third party arising from or incident to the conduct or the business of the Agent. 11. Termination This Agreement may be terminated by a 60 days’ notice in writing given by the Company to the Agent upon the occurrence of any of the following events: If the Agent becomes bankrupt, or If the Agent makes any composition or enters into an arrangement with his creditors, or If the Agent has any distress or execution of the like levied upon any of its goods or effects, or (d) If the Agent commits a breach of or fails to perform or observe any agreement or conditions herein contained and on the part of the Agent to be performed or observed, and shall not have remedied such breach or failure to perform or observe within 30 days of a notice requiring the remedy of such breach or failure to perform or observe. If any circumstances occur which in the opinion of the Company give grounds for belief that the Agent may not able to perform its obligations hereunder. 12. Settlement of Dispute and Governing Law 12.1 Should any dispute arise as to the amount of commission payable by the Company to the Agent the same shall be settled by the auditor for the time being of the Company whose certificate shall be final and binding on both the Company and the Agent. 12.2 Except otherwise provided in Paragraph 12.1 hereabove, all questions, disagreements or disputes whatsoever which shall at any time hereafter arise between the parties hereto touching or concerning this Agreement or the construction, meaning, operation or effect thereof, or of any clause herein contained, or as to the rights, duties or liabilities of the parties shall be finally settled by the arbitration. 12.3 This Agreement shall be interpreted and governed by the laws of the Bangladesh. 13. Miscellaneous Provisions Notices Any notice required or permitted to be given hereunder shall be in writing, and may be given by personal service, registered airmail, or by cable or telex if confirmed on the same day in writing by registered airmail, with postage prepaid to the following addresses: To the Company: Telex: Cable: Fax : To the Agent: Telex : Cable : Fax : Any notice so given shall be deemed to be received, if sent by letter, upon receipt or 7 days after posting, whichever is earlier, or if sent by telex or cable, twenty-four (24) hours after dispatch. Entire Agreement-Amendment This Agreement constitutes the entire understanding of the Company and the Agent with respect to the subject matter hereof. No amendment, modification or alteration of any term of this Agreement shall be binding on either party unless the same shall be made in writing, and executed by or on behalf of the parties hereto. No Assignment-Succession This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective successors. No assignment of this Agreement shall be valid without the prior written consent of the other party hereto. Waiver All waivers hereunder shall be made in writing, and the failure of any party at any time to require the other party’s performance of any obligations under this Agreement shall not affect the right subsequently to require performance of the obligation. Any waiver of any breach of any provision of this Agreement shall not be construed as a waiver of any continuing or succeeding breach of such provision or a waiver or modification of the provision. Severability If any one or more of the provisions contained in this Agreement shall be declared invalid, illegal or unenforceable in any respect under any applicable law, the validity, legality and enforceability of the remaining provisions contained herein shall not in any way be affected or impaired, and in such case the parties hereto oblige themselves to reach the purpose of the invalid provision by a new, valid and legal stipulation. Headings The article or section headings hereof are included for purposes of convenience only and do not affect the construction of any provision of this Agreement. Counterparts This Agreement may be executed in any number of counterparts. Any single counterpart or set counterparts signed by the parties hereto shall constitute one original Agreement for all purpose. English For the purpose of communication this Agreement may be translated into another language, but this Agreement, which is executed in the English language, shall be only binding version. Governmental Approval In the event that approval with respect to this Agreement, or the registration hereof, shall be required initially or at any time during the term of this Agreement, in the Territory, the Agent shall immediately take whatever steps may be necessary to comply with such requirements, and any charges incurred in connection therewith shall be for the account of the Agent. The Agent shall keep the Company informed of the Agent’s efforts in this connection. The Agent shall advise the Company of any approvals of the Product required in the Territory, and such approvals, where feasible, shall be obtained in the Company’s name. The Agent shall at all times comply with all laws, requirements, and regulations of the government of the Territory affecting or relating to this Agreement. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their respective duly authorized officers on the date first written above. SIGNATORIES: Particulars For Company For Agent Signature: Name: Mr. Md. Ashraful Islam Designation: Proprietor Seal: WITNESSES: Signature: ____________________ Name: Address: Signature: 　　　_____________ Name: Address: Schedule A: TERRITORY OF AGENT Sl. No. Name of Country States/ Districts Peoples Republic of Bangladesh All Districts Schedule B: LIST OF PRODUCTS FOR DEALING Sl. No. Name of Products Product Identification Number H.S. Code