Exclusive Distribution Agreement

EXCLUSIVE DISTRIBUTION AGREEMENT
This Agreement entered into at Raipur Chhattisgarh on this _____ day of _____________ 2020
by and between:
………………………..having its office at ………………………..

hereinafter referred to as the “Licensor” (which expression shall unless repugnant to the context
or meaning thereof include the successors and assigns) of the First Party.
AND
………………. having its registered office at………………………..

hereinafter referred to as the “Licensee” (which expression shall unless repugnant to the context
or meaning thereof include the successors and assigns) of the Second party.
WHEREAS:
(a) Overarching Impex Private Limited is the importer of Amber
Glen Blended Scotch Whisky, herein after referred as Product
in India.
(b) DISTRIBUTOR/ desires to secure from IMPORTER, and

SUPPLIER is willing to grant to DISTRIBUTOR, the exclusive
right to sell and distribute Amber Glen Blended Scotch
Whisky & its proposed products in entire Chhatisgarh, with
no geographical restrictions (hereinafter referred to as the
“Territory”).
NOW THEREFORE THIS AGREEMENT WITNESSETH AND IT IS
HEREBY AGREED BY AND BETWEEN THE PARTIES HERETO AS
FOLLOWS:
1. Importer hereby appoints DISTRIBUTOR as its sole and

exclusive master distributor for the term of this Agreement
for the marketing and distribution of the Products in and
throughout the Territory without prejudice to anything
mentioned in Schedule A, which is part and parcel of this
agreement.
2. The term of this Agreement shall be for a period of six years
commencing on 1/4/2020 to 31/3/2026. Following the Initial
Term, this Agreement shall renew automatically for a 10 year
period until mutually terminated by both the parties.
3. DISTRIBUTOR shall have the right, in its sole discretion, to

appoint sub-distributors within the Territory.
4. IMPORTER will not ship the Product, or any other alcoholic

liquor/beverage through any category mentioned in section
8 of The C.G. Foreign Liquor Rules, 1996 or through any
other channel from The amendment in C.G. Foreign Liquor
Rules, 1996 or otherwise, bearing the same or similar
trademark, signature or identification anywhere on the
package, to the Territory except under by the direction of
DISTRIBUTOR.
5. IMPORTER 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.
6. That, in case of any change in the VAT rates or if in future,
the product is brought under GST regime, the payment shall
be made by the distributor to the Importer on the mutually
agreed terms and if the dispute arises, it shall be resolved by
the arbitration as mentioned herein below
7. IMPORTER will fill promptly and to the best of its ability all
orders for the Products received from DISTRIBUTOR. The
price to DISTRIBUTOR shall be based on delivery to
DISTRIBUTOR’S warehouse and shall include a mutually
negotiated delivered price to said warehouse.
8. That, Distributor shall do all the necessary acts in compliance

& conformity with Chhatishgarh Excise Act and The C.G.
Foreign Liquor Rules, 1996 and will do acts necessary for
registration of product before Chhattisgarh State Beverages
Corporation Limited & obtain the necessary approvals for
the same. It is further agreed between both the parties that
Distributor shall only be entitled to receive the payment from
Chhattisgarh State Beverages Corporation Limited or any
third party and Distributor shall make the payment to the
Importer after obtaining sale consideration from
Chhattisgarh State Beverages Corporation.
9. Importer warrants, represents and agrees that all shipments

of the Products sold or shipped under this Agreement shall
be of first quality, suitable for beverage consumption,
properly bottled and packaged in sealed bottles according to
The C.G. Foreign Liquor Rules, 1996, free from foreign
matter, whether or not prejudicial to health, and will be
bottled and packaged in conformity with applicable laws,
regulations and requirements in effect within the Territory.
10. Importer assures the distributor that nothing in its

agreement with AMBER GLEN Scotch Whiskey Co. Ltd. is
prejudicial to the intrest of distributor and Distributor shall
not be liable for any claim or liability occurring in any past,
past and future transaction with AMBER GLEN or any third
party.
11. Importer further assures the distributor that its intrest

shall be protected in case of any dispute arising between
Amber Glan and Importer.
12. IMPORTER further the DISTRIBUTOR, that upon request

from importer, will furnish distributor with all the necessary
legal, technical, commercial documents, Licences, NOC’s and
other document with respect to the Product.
13. DISTRIBUTOR will discuss with IMPORTER, any

proposed changes in its distributor network at least 30 days
prior to any such change.
14. Importer shall bear risk of loss and transportation costs

for the Products until delivery of Products to the Distributor’s
Distribution Facility designated by Krishna Ashok Beverages
Pvt. Ltd.
15. This Agreement is the entire agreement between the

parties, cannot be changed orally and nothing in this
agreement which is implied or foreign shall be read or
interpreted in any manner which is prejudicial to the intrest
of distributor.
16. Force Majeure. If any party is prevented from

performing any of its obligations hereunder by an
occurrence beyond its reasonable control such as, but not
limited to, acts of God, fire, flood, war, insurrection,
government regulations, raw material shortage, strikes, or
lack of common carrier facilities, then the affected party shall
be excused from performance for so long as such occurrence
exists.
17. This shall be governed by and construed in accordance
with the laws of India and local laws of Chhatisgarh. Any
controversy or claim arising out of or relating to this
Agreement or the breach thereof shall be settled by
arbitration in Raipur in accordance with the Indian Arbitation
Act and the arbitrator shall be selected by both the parties
by mutual consent and in case of any disagreement, both the
parties shall choose one arbitrator each and third arbitrator
shall be choosen by both the said arbitrators.
In Witness whereof the parties hereto have caused this agreement

to be signed in their respective hands as of the day and year first
before written.
…../…./20…. …../…./20….
(……………….......................…….) (……………….......................…….)
Authorized Signatory Authorized

Signatory
FOR AND ON BEHALF OF FOR AND ON
BEHALF OF
IMPORTER DISTRIBUTOR
Schedule A
i. Letter of Intent no. ____________________________ dated _____________.

ii. The written clarifications and addenda issued.
iii. Request for Proposal (RFP),
iv. Acceptance Letter along with the proposed draft.

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EXCLUSIVE DISTRIBUTION AGREEMENT

………………………..having its office at ………………………..

………………. having its registered office at………………………..

(b) DISTRIBUTOR/ desires to secure from IMPORTER, and

1. Importer hereby appoints DISTRIBUTOR as its sole and

3. DISTRIBUTOR shall have the right, in its sole discretion, to

4. IMPORTER will not ship the Product, or any other alcoholic

8. That, Distributor shall do all the necessary acts in compliance

9. Importer warrants, represents and agrees that all shipments

10. Importer assures the distributor that nothing in its

11. Importer further assures the distributor that its intrest

12. IMPORTER further the DISTRIBUTOR, that upon request

13. DISTRIBUTOR will discuss with IMPORTER, any

14. Importer shall bear risk of loss and transportation costs

15. This Agreement is the entire agreement between the

16. Force Majeure. If any party is prevented from

In Witness whereof the parties hereto have caused this agreement

Authorized Signatory Authorized

i. Letter of Intent no. ____________________________ dated _____________.

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i. Letter of Intent no. ________________ dated _.