Distributor Agreement
Distributor Agreement
THIS AGREEMENT is made and effective as of …TH ………. 2024, by and between Hayagreeva It Tech located at Bengaluru, Karnataka, India.
AND
[Distributor Company], located at address ("Distributor").
Preamble
Company design and develops the ……… website and sells the products all over India. The Distributor desires to purchase the Products from the Company for resale in the territories or geographic areas. Company desires to appoint Distributor as its exclusive distributor of the Products in the Territory, and Distributor desires such appointment subject to the terms and conditions set forth in this Agreement, including any exhibits or schedules attached hereto.
Now, therefore in consideration of the foregoing, and of the mutual benefit contained herein, the Parties, intending to be legally bound, agree as follows:
Agreement of the Parties
(a) Customer shall pay to Hayagreeva It Tech the fees set forth in the Quotation, and such fees shall be remitted to Hayagreeva It Tech in accordance with the payment terms set forth in the applicable Quotation. In addition to the fees set forth in the Quotation, Hayagreeva It Tech may invoice any additional costs and expenses reasonably incurred by Hayagreeva It Tech in the performance of the IT Services as incurred. Provided, all fees shall be subject to adjustment by Hayagreeva It Tech in its sole discretion effective upon the first day of each renewal Term (defined herein). Hayagreeva It Tech will invoice, and Customer shall also reimburse Hayagreeva It Tech for, any such additional costs and expenses reasonably incurred by Hayagreeva It Tech in the delivery of the IT Services. All payments will be due on same date from the invoice date commencing on following the execution of this Agreement. Payments will be remitted by Customer, upon receipt of invoice, to Hayagreeva It Tech’s address set forth herein or as otherwise directed by Hayagreeva It Tech. Provided, Customer may withhold payment of any disputed amount until the resolution of such dispute, but Customer shall nevertheless timely remit all other amounts owed under this Agreement at the time of the dispute. Payments of undisputed amounts will be deemed to be delinquent if not in Hayagreeva It Tech’s possession within 24 hours.
(b) Customer shall be responsible for any applicable sales, use, value added, or other taxes payable with respect to the IT Services or Products provided pursuant to this Agreement, or arising out of or in connection with this Agreement.
(c) All sales, property, excise and other federal, state and local taxes (other than those taxes based upon Hayagreeva It Tech’s net income) will be added to the Fees paid by Customer.
(d) Past due amounts will be subject to a services charge equal to the lesser of one and one-half percent (1½%) per month or the highest interest rate permitted by law. Without limiting any other remedy available to Hayagreeva It Tech, in the event any amount owed by Customer is more than Seven (7) days past due, Hayagreeva It Tech may suspend the IT Services at its sole discretion. Further, in the event any past due amount is placed by Hayagreeva It Tech with a third party for collection and/or litigation, Customer shall be responsible for all collection costs, legal fees and court costs incurred by Hayagreeva It Tech.
(e) Customer must notify Hayagreeva It Tech within five (5) days from the invoice date of any dispute related to any invoiced amount in order to contest the same. Hayagreeva It Tech and Customer will work together in good faith to resolve such dispute in a timely manner.