BEFORE DRAFTING THE FOLLOWING BEFORE DRAFTING THE FOLLOWING POINTS TO BE KEPT IN MINDPOINTS TO BE KEPT IN MIND

BYBY P.K.MITTALP.K.MITTAL

B. Com, LLB, FCSB. Com, LLB, FCS

ADVOCATEADVOCATE

DELHI HIGH COURTDELHI HIGH COURT

CENTRAL COUNCIL MEMBER – THE INSTITUTE OF COMPANY CENTRAL COUNCIL MEMBER – THE INSTITUTE OF COMPANY SECRETARIES OF INDIA. SECRETARIES OF INDIA.

  

CHIEF ADVISOR : CHIEF ADVISOR : PKMG LAW CHAMBERS PKMG LAW CHAMBERS

Mobile 9811044365, 01122540549, 22524229Mobile 9811044365, 01122540549, 22524229

I. Agreement in restraint of trade Section 27 II. Agreement in restrain of legal proceedings Section-28 III. Agreement void for uncertainty – Section 29.

BEFORE DRAFTING OF AGREEMENT THE FOLLOWING POINTS TO BE KEPT IN MIND.

POINTS TO BE KEPT IN MIND WHILE DRAFTING AGREEMENT

1. The Agreement to be typed on non-judicial stamp paper of the value as applicable to

the place of execution.

2. The place of execution of Agreement as it determines the cause of action and also the place where legal proceedings would be

initiated if disputes arises in future.

3. The date of execution as it determines the period of the validity.

  4. The recital to the Agreement contains

the averments, representation, warrants and assurances made by the respective parties before entering into Agreement. 

5.5. Relying upon the representations, Relying upon the representations, warrants and assurances, the parties have warrants and assurances, the parties have entered into agreements.entered into agreements.

  

A. In case of immovable property:-A. In case of immovable property:-

  

(i)(i) The Seller has sole, absolute and un-The Seller has sole, absolute and un-fettered ownership, right, title and interest in fettered ownership, right, title and interest in the said property.the said property.

(ii) The property, which is the subject matter of (ii) The property, which is the subject matter of sale is free from all charges, mortgages, sale is free from all charges, mortgages, encumbrances, previous agreement t sell, WILL, encumbrances, previous agreement t sell, WILL, lispendencelispendence..

SUPPLY OF TECHNOLOGY

(i) The technology is a state of art and the party has invented the technology and/or validly

acquired the same.

SALE OF GOODS The Manufacturer warrants that the product manufactured by the parties would be fuel efficient. The representation about the Dealer/Second Party – (i) that they have big showrooms in all big cities, (ii) workshops/godowns in all big cities,

(iii) already wholesale distributors for other Large companies; (iv) enjoying working capital facilities from leading Banks; (v) has large work force; (vi) would be able to sell the product of a particular Quantity and/or value;

MAIN AGREEMENT STARTS

Obligations of the manufacturer

A) Product meeting the technical requirements;

B) Delivery at the Scheduled dates;

C) Quality norms to be maintained;

D)D) Would update the technology from Would update the technology from time to time;time to time;

E)E) Would undertake extensive Would undertake extensive advertisement Campaign for advertisement Campaign for marketing and sale of its product;marketing and sale of its product;

Obligation of the Dealer

a. The placement of orders of a particular quantity in a month/ quarter;

b. Prompt payment as per credit norms;

c. Supply of “C” forms/Other Sales Tax Declaration providing after sales

service;

d. Sale of product at a price not exceeding the MRP and offering discounts, incentives and bargains as offered by the manufacturer.

e. Undertake sales and Advertisement Campaigns;

Mutual covenants and obligations of the parties.

(a) Meaning of default and subsequent follow up action clearly specifying that the decision of

the first party;

(b). The first Party may at its sole subjective discretion may terminate the agreement and the

other party would not be entitled to any compensation. ;

©. The Second Party shall be complying with all the Central/State Laws while selling the product of the

Company (specially food items, whose shelf life has expired)

(d). Validity of the Agreement and how to be extended.

(e) Territory within which the party would be allowed to sell its product.

(f) Termination of the Contract

(i) the manufacture of goods on job-work basis where whole plant has

been set up at the behest of principal.

(ii) Agreement for supply of goods – Refund of Security Deposit.

(g) Confidentiality clause;

(h) Non-assignment . . ;

(i) Invalidity of a particular clause

(j) Resolution of disputes;

(i) Conciliation

(ii) pre-invocation of meetings/ discussions

(iii) appointment of arbitrators.;