MEMORANDUM OF UNDERSTANDING (MOU) 
This MOU is made and executed at ……………… on ___th day of _____________ 2021 (“the execution date”). 
BY AND BETWEEN 
AMIT STEEL AND CEMENT a solepropritorship unincorporated business registered under MSME Act with a GST Number 29AJQPG9397P1ZT. Registered Office at Shop No.9, 100ft Road SMV Layout 6th block (Opp to KLE Law College) Bengaluru Urban 560091. Karnataka 
Tech”, “AMIT STEEL AND CEMENT”, “Company” or “First Party”)  
And 
(For Individual/Proprietary Concern/HUF) 
Mr./Mrs./Ms.,______________________________________________________________________, Son/Daughter/Wife ______________________________________ of aged_________ years, residing at,_______________________________________________, Occupation: Business under the name and style of M/S ––––––––––––––––––––––––––––––––  having its address at –––––––––
(hereinafter referred to as the “Dealer”, which expression shall unless it be repugnant to the context or meaning thereof include their respective successors, administrators, legal heirs, executors and assigns) OF THE ONE PART; 
(For Partnership Firm) (Furnish name of all partners) 
–––––––––––––––––––––––––, registered under the Indian Partnership Act, 1932 with the Registrar of Firms, ________________________________, under the Registration No._______________ having its business at _______________________through its Partners: 
1.____________________ son of_______________________ aged ___________years, adult, Indian inhabitant, residing at_________________________________  
2. ___________________________ son of________________________ aged __________years, adult, Indian inhabitant, residing at_____________________________(hereinafter collectively referred to as the “Dealer”, which expression shall unless it be repugnant to the context or meaning thereof include their respective successors, administrators, partners from time to time and for the time being, executors and assigns) represented herein by Shri__________________________who is duly authorized to do so through the resolution dated _____________________by its present Partners; 
OF THE ONE PART; 


OR 
 (For Company) 
_____________________, a Company incorporated under the provisions of the Companies Act, 1956 having its registered office at _______________________ and its office at _________________ represented by its authorized representative Mr._____________________, aged __________years, having its address at___________________ hereinafter called “Dealer” (which expression shall, unless repugnant to the context or meaning thereof include its successors-in-title and assigns) OF 
THE ONE PART; 
                                                                                 
Under this agreement all the Two party may hereinafter be referred collectively as “Parties” and individually as “Party”.  
 
WHEREAS AMIT STEEL AND CEMENT Tech is engaged in the Business of cloud manufacturing / B2B trading / Distribution & Marketing of various materials under its own registered trademark / Trade name known as “ AMIT STEEL AND CEMENT” and is also into distribution of third-party products. 
 
WHEREAS Dealer has its own well-established marketing network in sale of materials and is desirous of selling the products manufactured and distributed by the AMIT STEEL AND CEMENT. 
WHEREAS AMIT STEEL AND CEMENT, for the purpose of promotion and enhancement of sales of materials in assigned territory (the Territory) is desirous of appointing the second party as dealer for the sale of materials manufactured/ distributed from any of its said Units/ offices/areas/territories. 
WHEREAS AMIT STEEL AND CEMENT, for the purpose of assisting it in the promotion and enhancement of sale of materials is desirous to appoint the dealer on the terms and conditions as hereinafter appearing and the Dealer has expressed his/her/their/ its willingness to take up such dealership. 
 
1.	INTERPRETATION 
 
1.1. In these Standard Terms unless the context requires otherwise: 
"Agreement" means the agreement between the AMIT STEEL AND CEMENT and the DEALER comprising the Contract Schedule and these Standard Terms.

 

 
"Business Day" means any day other than Sunday or on which clearing banks are open for commercial business in India. 
"Contract Schedule" means a schedule signed by the AMIT STEEL AND CEMENT and the DEALER which incorporates these Standard Terms. 
1.2 Words and expressions defined in the relevant Contract Schedule have the same meanings in these Standard Terms. 
a.	If there is any conflict between the Contract Schedule and these Standard Terms, the terms of the Contract Schedule shall prevail. 
b.	Any action required to be performed on a day which is not a Business Day shall be performed on the next Business Day. 
 
2.	APPOINTMENT AND TERM: 
The Company hereby appoints the Dealer on a mutually non- exclusive basis, for selling its product(s) / material(s). The term of this agreement shall be for the period of _____ months commencing from……………………….to………………………… and will cover all orders including but not limited to orders canvassed by the Dealer during this period. 
 
3.	PURCHASE ORDER/S 
The Dealer shall, from time to time, submit to the Company the purchase orders (PO) in the prescribed format. The Company shall deliver the products promptly against purchase order on its acceptance. The Dealer upon receipt of consignment of products shall forward a due acknowledgement of the same. 
 
4.	SECURITY DEPOSIT 
The Dealer herein as agreed to deposit a sum as mentioned in schedule 1 annexed hereto this agreement towards security deposit (interest free refundable) to AMIT STEEL AND CEMENT at the time of entering into this agreement, which shall be refundable to the Dealer immediately on termination of this agreement or adjustable to undisputed dues or payments pending with the Dealer. 
 
5.	THE COMPANY’S RIGHTS: 
5.1. The Company reserves the right to decline or accept any order received from or through the Dealer. 
5.2. The Company reserves the right to appoint or engage other dealer/ enter into any other business relationship with any other person in, for or in relation to the Territory same as dealer as per the discretion of the AMIT STEEL AND CEMENT. 
5.3. The Dealer agrees and undertakes to ensure the following: 
a)	Possess and keep valid all applicable licenses / permissions, as may be required, for carrying out the business activity under this agreement. Dealer would be responsible for ensuring all legal compliance with respect to his business with the company or otherwise. 
b)	At all times to work diligently to protect and promote the interests of the Company. 
c)	To keep the company informed about secondary sales through regular submission of sales report and other information relating to the business from time to time as and when required by the Company. 
d)	Not to cause or permit anything which may cause damage or endanger the image, reputation, Intellectual Property / Brand Name etc. of the Company or assist or allow others to do so, and to notify the Company any such act, passing off action infringement on coming to know about the same and take sufficient steps to protect the Company’s interests. 
e)	Not to sell the product above Maximum Retail Price (MRP) as notified by the company. 
f)	Not to tamper with products supplied by company with any marketing, sources of origin, packing, weight etc. 
The Dealer shall duly make the payment to the Company as per the payment terms mentioned in 
Schedule 1 of this agreement. Company reserves the right to hold back supplies and / or and recall 
the inventory with the dealer in case of any default in the payments to OFB as per terms and conditions of this agreement  
 
6.	BUSINESS OBLIGATIONS 
The Business agrees to support and extend all assistance to the Dealer in his/her/its/their efforts to promote the sales of the product in the Territory by providing all requisite information about the product(s) / material(s). The Company will, as far as possible, make all reasonable efforts to supply/dispatch the product on time to the Dealer in accordance with the orders raised by the Dealer. 
The product will be of merchantable quality and as per the specification, at the agreed prices.

 
 
7.	DISPATCH, SUPPLY, PRICE, DISCOUNT, RISK, TITLE, DAMAGES ETC. 
7.1. In case, dispatch/supply is ex-unit (ex-works/ex-factory) basis: 
a.	The 	Company 	shall 	make 	available 	Products 	from 	its 	Units/Distribution Centers/Branches and in such case, the Company shall raise/issue the tax invoice on ex-unit (ex-works/ex-factory), as the case may be, on the prevailing rates agreed upon between the Parties. In such cases the price is exclusive of freight. 
b.	The transportation shall be arranged by the Dealer on his/her/its their behalf and the freight as applicable shall be borne by the Dealer directly to the transporter. Dealer would be responsible for breakages / shortages /damages if any during the transit and will be required to take it up with the transporter/ insurance agency directly. 
c.	The octroi, entry tax, cess, toll tax and any other local levies, as applicable from territory to territory, shall be paid and borne by the Dealer Partner alone. 
7.2.	In case, dispatch /supply is on F.O.R (Freight-on- Receipt) basis: 
7.3.	The Company shall supply/dispatch the product(s) / material(s) on F.O.R. destination basis from the Units (Factory/Works/Terminal/ Warehouse/distribution center, as the case may be, as per the requirement of the Dealer from time to time. In such cases, the price shall be inclusive of the freight charges. 
a.	The title and risk in respect of the product(s) / material(s) supplied/dispatched on 
F.O.R. destination basis passes to the Dealer only on delivery of material to them. 
b.	In case of any damage or shortfall in the supplies/dispatches, the same shall be brought to the notice of the Company within 7 (seven) days from the date of the receipt of products. 
7.4.	The price of the product(s) / material(s) will be fixed by the Company from time to time which will be communicated to the Dealer from time to time. 
7.5.	The Dealer will be entitled to various discounts as may be communicated by the Company by way of Discount Scheme / Discount Circulars to the Dealer. Such Discount Scheme will be intimated in advance i.e. prior to its implementation and shall be considered as part of this agreement. Company will be issuing credit notes for such discounts. All such offers and discounts shall be solely on the discretion of the AMIT STEEL AND CEMENT only.  
7.6.	Over-riding Commission: 
For Customer Orders taken directly in the name of the Company by the Dealer and Billed by the Company directly to the customer, the Dealer will be eligible for an Over-riding commission as per the existing policy of the company. Payment from the Customer will be the responsibility of the Dealer. The dealer will submit a security cheque with the company equal to the invoice value which shall be returned to the dealer by the company on receipt of payment from the customer. In case of any default by the Customer on payment, the Company shall deposit the security cheque from the dealer and recover the Payment against that particular invoice of the customer. The Dealer hereby undertakes to maintain a minimum balance as per the invoice value in the bank account from which the cheque will be issued to the AMIT STEEL AND CEMENT.
 
8.	INDEMNITY 
The Dealer shall indemnify, defend and compensate the Company from and against any loss, damage, cost, charges and expenses and all liabilities of whatsoever nature or kind (whether civil or criminal) that may be caused to or suffered by the Company and resulting from the breach of this Agreement by the Dealer, including any act or neglect or default of his/her/its/their agents, servants, employees, or customers. 
 
9.	GUARANTEE/S AND SECURITY/IES 
In consideration of the agreement and as per the schedule 1, if the dealer is extended supplier credit by OFB, then as security for repayment to AMIT STEEL AND CEMENT of all dues under this agreement including cost, interest, charges and expenses which OFB may incur or suffer as a result of this Agreement, the Dealer shall furnish 3 undated security cheques in favour of AMIT STEEL AND CEMENT for an amount equivalent of the total amount of material supplied to the dealer for guaranteeing and securing the obligations of the Dealer and the due performance thereof before dispatch/delivery  of materials under this agreement. The said Guarantee/s and Security/ies shall always remain in the possession/custody of AMIT STEEL AND CEMENT and the same shall be used by OFB without any demur or protest in case of default in repayment to AMIT STEEL AND CEMENT.  
 
10.	REPAYMENT AND PREPAYMENT 
10.1. Penalty if applicable at the prescribed Rate as per the schedule 1 annexed hereto to be paid on monthly basis through CHEQUE or through any electronic mode or through debit note by AMIT STEEL AND CEMENT which can be adjusted in the ledger maintained by the AMIT STEEL AND CEMENT for the dealer. The Dealer can opt to hand the cheque on delivery of the Goods at the designated delivery place. 
10.2. The principal sale Amount to be paid by the dealer against the delivery of product(s) / material(s) on the due date as per the credit terms mentioned in schedule 1 of this agreement through CHEQUE / or through any electronic mode. 
 
 
 
11.	NO DEDUCTIONS 
11.1. All sums payable by the Dealer under the Agreement (whether of principal or interest) shall be paid in full without any set-off or counterclaim whatsoever and without any deductions for any taxes, deductions or withholdings of any nature unless the Dealer is required by law to make such a deduction. 
11.2. If the Dealer is required by law to withhold or deduct any amounts from any sum paid or payable to the AMIT STEEL AND CEMENT under this Agreement, the sum payable by the Dealer shall be increased by an amount so as to result in the receipt by the OFB of a net amount equal to the full amount expressed to be payable under this Agreement. 
 
12.	UNDERTAKING 
The Dealer undertakes that, so long as any sum remains payable under the Agreement, it will notify the OFB in writing of the occurrence of any Event of Default, or any event or circumstance which, with the giving of notice and/or lapse of any period of time and/or the fulfilment of any other requirement, would or may become an Event of Default, immediately upon becoming aware of it. 
 
13.	EVENTS OF DEFAULT 
An event of default entitling the OFB to take such action, as it may deem fit in its sole direction, for the recovery of the outstanding Amount from the Dealer and/or protection of its business interests, shall be said to have occurred if: 
13.1. 	The Dealer fails/fail to pay any amount due from them or any one of them to the AMIT STEEL       
13.2. Any of the representations warranties & covenants of the Dealer proves/prove to be incorrect, false or incomplete, including but not limited to any identification paper/ documents forwarded to the OFB, being proved to be incorrect, incomplete and/or contain false/fraudulent information; 

14.	APPLICABLE LAW AND JURISDICTION 
The Agreement shall be governed by the laws of India and shall be subject to the exclusive jurisdiction of the Courts of Delhi. 
15.	ASSIGNMENT AND SUCCESSION 
This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors. The company and dealer shall not assign their respective rights and obligations under this Agreement without the prior written consent of the AMIT STEEL AND CEMENT. However, AMIT STEEL AND CEMENT shall be entitled to assign its rights and obligations under this Agreement without the dealer’s consent. 
 
16.	FORCE MAJEURE CLAUSE 
The Parties shall be released from their respective obligations in the event of any act of God, national emergency, war, prohibitive Governmental Regulations, labour strike, pandemic or any other cause beyond the reasonable control of either Party which renders the performance of the Agreement impossible or unlawful for such Party where upon: 
a)	The Party affected by such event shall directly notify the other Party in writing within 5 days from such occurrence of event. 
b)	The parties shall co-ordinate with each other and reconcile accounts immediately. 
c)	The Dealer shall forthwith cease dealing in and carrying on the business in the products of the Company. 
d)	Provided that if the above said force majeure conditions continue for a period beyond 3 (three) months, then either of the Parties hereto will be at liberty to terminate this Agreement. 
 
17.	TERMINATION 
The Company shall have a right to terminate this Agreement by notice in writing in any of the following events whereupon this Agreement shall terminate: 
a.	On the occurrence of any breach of this Agreement for any reason on part of the Dealer. 
b.	If there is an Event of default by the dealer as listed down in this agreement;  
c.	If the Dealer commits any criminal offence. 
d.	If the Company is prevented or prohibited from conducting the business with the Dealer by virtue of any law from continuing to give effect to this Agreement. 
e.	Notwithstanding anything mentioned here in above, this Agreement can also be terminated with 60 (sixty) days prior written notice by either Party without assigning any reason/s thereof. 
 
18.	REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND DEALER  
22.1. The Company warrants to the Dealer that at the time of delivery under this Agreement 
a.	Products will substantially conform to the specifications stated in the Invoice. 
b.	The Company will have good and marketable legal and beneficial title to the products and authority to transfer the ownership of the product to the Dealer. 
c.	The Company shall supply the material/s which will be free and clear of all liens, claims and encumbrances of any nature whatsoever. 
d.	The company shall be liable to resolve the consumer complaints communicated by the Dealer at its own cost. 
e.	In the event the whole or part of the products supplied by the Company to Dealer under this Agreement does not substantially conform to the agreed specifications (Nonconforming Product) the Company will arrange replace the Nonconforming Product, in accordance with industry best practices with the products to the agreed specifications. Provided, however, that (a) the Company reserves the right to inspect and test, at its own cost, any Nonconforming Product; (b) the Nonconforming Product has not been subjected to any process or been altered or modified without the prior written approval of the Company; (c) the Nonconforming Product has not been damaged as a result of any reason not attributable to the Company. 
22.2. The Dealer represents/represent and warrants/warrant with the AMIT STEEL AND   CEMENT that: 
That the Dealer has/have acquired all necessary licenses/Certificate/approvals etc. as required for the effectual running & carrying on the business of the Dealer and the same are valid & subsisting in full force and effect and the Dealer shall keep the same valid during the currency of this Agreement. The Dealer further undertakes/undertake that the said licenses and the business(es) of the respective Dealer is/are free from all & any encumbrances, liens, charges, disputes, claims litigations, etc. and there is no proceeding or inquiry, pending or contemplated for professional misconduct against them or cancellation/suspension of such professional degree/license before any court of law, tribunal or the authority which issues or regulates such degree/license

a.	The execution and delivery of this Agreement and the performance of obligations by the Dealer hereunder does not 
I.	Contravene any applicable law/statute or regulation or any judgment or decree to which Dealer is/are subject, 
II.	Conflict or result in any breach of any covenants, conditions and/or stipulations under any existing agreement to which the Dealer is/are party(ies), 
III.	Conflict with or contravene any provision of the Constitution Agreement or Partnership Agreement or Memorandum and Articles of Association of the Dealer. 
No liquidator, provisional liquidator, official manager, trustee in bankruptcy, receiver, receiver and manager, administrator or administrative receiver or similar officer has been appointed in respect of all or any material part of its assets nor has any application been made to a court for an order for, or any act, matter or thing been done which with the giving of notice, lapse of time or satisfaction of some other condition (or any combination thereof) will lead to, the appointment of any of those officers
19.	INTELLECTUAL PROPERTY 
The Company shall own all intellectual property rights in the products supplied to the Dealer. No license from the Company is hereby granted or implied, by estoppels or otherwise, under any trademarks, patents (existing or future) etc. or for any use except such use which is expressly contemplated by this Agreement/s 


20.	MISCELLANEOUS 
24.1. Amendment 
Any additions, deletions or modifications to this Agreement will be binding on both the Parties, only if the same are reduced into writing by way of an amendment. A letter from the Company effecting any amendment to these presents and accepted by the other Party shall be a valid amendment. 
24.2. Enforceability 
If, for-any reason, Parties hereto are unable to perform or enforce any of the clauses of this Agreement, such inability shall not affect or invalidate the entire Agreement as a whole but shall be limited to such clause only, and the rest of the Agreement shall be fully enforceable. 
24.3. Notice 
Any notice required or permitted by this Agreement shall be in writing and shall be delivered in any one of the mode i.e. (i) by personal delivery; (ii) by overnight courier upon written verification of receipt; (iii) by facsimile transmission upon acknowledgement of receipt of electronic transmission; or (iv) by certified or registered mail, return receipt requested, upon verification of
receipt. Notice shall be sent to the addresses and facsimile numbers given below or such other address as the party may specify in writing in due course.  
 
For the Dealer 
Attention: - Mr.________ 
Email: -  
 
For the Company 
Attention: - Mr._________ 
Email: - <PRESIDIO_ANONYMIZED_EMAIL_ADDRESS>  


24.4. Change in constitution 
The dealer shall forthwith notify to the Company any change in its constitution and furnish a documentary proof in respect of the same. 
24.5. Confidentiality 
The Parties recognize that each of them will be given and have access to confidential and proprietary information of the other Party to the extent it concerns with or relates to the subject matter of this Agreement. They undertake not to use any of such confidential information for their own corporate or personal purposes without the prior written consent of the other Party and shall keep confidential and not disclose to any third party, any of the other Party's confidential or proprietary information. The provisions of this clause shall survive the termination of this Agreement and shall continue for a period of 2 (two) years from the date of termination of this agreement. However, the provision of this clause will not apply to any information which is available in public domain. Neither party shall, without the prior written consent of the other, disclose to any other person:  
a)	that discussions, investigations or negotiations are taking place concerning a possible transaction between the Parties, or  
b)	the terms, conditions, status or other facts regarding a possible transaction between the Parties, or  
c)	that any party has received the Confidential Information. Provided that either Party by making disclosures in contravention of this Clause shall not be made liable for the breach of this Agreement if such disclosures have been made pursuant to any requirements of law or order of any court or government or regulatory agency. 



24.6. This Agreement is executed in two sets, both as originals and one copy hereof will be kept by the Company and the other by the Dealer. 



 
IN WITNESS WHEREOF the Parties hereto have hereunto set and subscribed their respective hands and seals on the day, month and year first above-written. 
 
SIGNED AND DELIVERED by the within-named  
“Company”, OFB TECH Private Limited through ) 
Authorized Signatory Mr/ Ms_________________ 
 
 
SIGNED AND DELIVERED by the within named) 
“The Dealer”,____________________________  through its Proprietor / Managing Partner /  
Managing Director / Authorized Signatory 
 
 
 Witness 
 
1)	Mr.______________________________ 
 
 
2)	Mr.______________________________ 
 
 
 
Schedule 1 
Commercial Terms & Conditions 
 
 
1.	Security Deposit  	 	 	: Rs.  
2.	Credit terms  	 	 	 	: Advance basis  
  	 	 	 	 	OR 
  	 	 	 	 	: ………….no. of days from the date of delivery of material  
                                                                   to dealer 
3.	Date of Execution / Effective Date 	: ……………………………………………..