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DISTRIBUTION AGREEMENT This AGREEMENT is made as on the 11th day of November 2013, by and between SAAR MICROSYSTEMS PRIVATE LIMITED, having its business address at ______________ __________________________________________________________ (hereinafter referred to as “SUPPLIER”) and M/S CP (Proprietor Mr Swaran Singh) having its principal place of business at __________________________________________________________________ (here in after referred to as “DISTRIBUTOR”). WHEREAS A. SUPPLIER is the manufacturer/developer/supplier of electronic related products as mentioned in Schedule A (hereinafter referred to as the “Products”); B. DISTRIBUTOR desires to secure from SUPPLIER, and SUPPLIER is willing to grant to DISTRIBUTOR, the exclusive right to sell and distribute SUPPLIER’S Products Territory as Mentioned in Annexure B Now therefore, it is mutually agreed as follows: 1. SUPPLIER hereby appoints DISTRIBUTOR as its sole and exclusive distributor for the term of this Agreement for the sale and distribution of the Products in and throughout the Territory. DISTRIBUTOR will maintain, or cause to be maintained, a sales staff for the distribution of products handled by DISTRIBUTOR, including the Products, and DISTRIBUTOR shall use its best efforts to promote the sale and distribution of SUPPLIER’S Products. 2. SUPPLIER will not ship the Products, or similar trademark, signature or identification anywhere on the package, to the Territory except under the order or by the direction of DISTRIBUTOR. It will refer to DISTRIBUTOR any and all orders or inquiries for the Products that it may receive for shipment to the Territory, or orders which are intended for eventual shipment to the Territory. 3. Similarly Supplier shall not market the developed items in the list to Indian Railways or other Government undertakings on their own nor give the products or technology to any third party without the written permission of CP. 4. DISTRIBUTOR will discuss with SUPPLIER regarding price to be quoted for each tender depending on the nature of the tender and likely competition. 5. Supplier will issue to DISTRIBUTOR letters of authorization to quote against specific tenders, the Distributor can quote such tenders on the receipt of such letter of authorization 6. The price to DISTRIBUTOR shall be based on delivery to DISTRIBUTOR’S warehouse and shall include a mutually negotiated delivered price to said warehouse determine as per Annexure C as per the payment terms mentioned in Annexure D 7. SUPPLIER will fill promptly and to the best of its ability all orders for the Products received from DISTRIBUTOR. 8. The term of this Agreement shall be for a period of 5 years commencing on 11/11/2013 and shall thereafter continue in effect unless either party shall notify the other of its intention to terminate this Agreement by giving at least 24 months written notice prior to any specified termination date. However, in the event of a breach of any of the terms and provisions of this Agreement, either party may terminate this Agreement by giving the other party 90 days written notice provided said notice shall set forth the breach being claimed as the basis for termination. 9. DISTRIBUTOR, upon request from SUPPLIER, will furnish SUPPLIER with available sales and depletion reports and details of all promotional and sampling programs with respect to the Products. DISTRIBUTOR will discuss with SUPPLIER any proposed changes in its distributor network at least 30 days prior to any such change. 10. Upon termination of this Agreement by either party, SUPPLIER shall repurchase, or cause its successor representative to purchase, as of said termination date, DISTRIBUTOR’S then existing inventory of SUPPLIER’S Products at DISTRIBUTOR’S Purchase cost, provided DISTRIBUTOR has properly stored and maintained the inventory of the Products in a saleable condition. 11. This Agreement is the entire agreement between the parties, cannot be changed orally, and neither party has made any representations or promises to the other which are not expressed in this Agreement. 12. No waiver of a breach of the terms of this Agreement shall be effective unless made in writing, and no such waiver shall be deemed a waiver of any other existing or subsequent breach. No modification of this Agreement shall be of any effect unless set forth in writing. 13. All the provisions of this Agreement are made subject to all applicable laws, regulations, rules or requirements of the Government of the NCT of Delhi or agencies of said Government, and in the performance of this Agreement, each of the parties hereto agrees to comply there with. All disputes to be settled in local courts of Delhi 14. All notices shall be sent prepaid either by mail or facsimile addressed to the respective parties at the address hereinabove set forth, unless they shall otherwise notify in writing. 15. All Annexures attached to the agreement are integral part of agreement and to be complied similarly as the Main Agreement FOR SAAR MICROSYSTEMS PRIVATE LIMITED FOR CP WITNESS ANNEXURE A Details of Product Covered Under Contract ANNEXURE B Details of Territory The Ministry of Railways and other similar Central and State Government undertakings in the Union of India ANNEXURE C Price to be quoted = COST TO SUPPLIER + 50% PROFIT ON TENDER WHERE IN COST TO SUPPLIER MEANS • All expenses for development, manufacturing, installation and commissioning and after sales service • Any charges for registration/ approval/testing etc. with Railways or other departments and undertakings of the Government of India. • If DISTRIBUTOR wants SUPPLIER to follow up of application made by SUPPLIER then all actual expenses incurred by SUPPLIER till registration and approval shall be borne by SUPPLIER. PROFIT ON TENDER MEANS Gross Selling Price of Tender (Without Excluding Any Withholding Tax like TDS or Adding Vat/Excise) LESS Cost to Supplier as Mentioned Above LESS COST TO DISTRIBUTOR (Namely All Selling Expenses, Dearness Allowance, Travelling Allowance and Sales men Salary excluding Salary to the proprietor and other Incidental Selling Expenses) ANNEXURE D PAYMENT TERMS DISTRIBUTOR will pay an advance payment @ 25% of value of order along with the supply order. SUPPLIER will supply the materials within the due date. Any penalties for late delivery shall be to the account of SUPPLIER. The balance payment shall be paid as under: • 25% payment within two weeks after receipt of material and acceptance of the stores by the consignee • 25% payment after installation of products • 20% after satisfactory completion of total work • 5% after one year from the completion of work

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CA Maninder Singh

CA Maninder Singh is a Chartered Accountant for the past 13 years. He also provides Accounts Tax GST Training in Delhi, Kerala and online.