• Only an individual who is of the age of 18 years and above and who is eligible to enter into a contract under Indian law and who is not otherwise disqualified under law shall enter into this Agreement with the
Company. The Distributor confirms that he / she is entitled and eligible under law to enter into and execute this Agreement.
• The Distributor is required to submit the following supporting documents namely residence proof, 2 passport sized photographs, a copy of Pan card and any other documents required by the company
before the Company accepts the request for enrolling Distributor as Distributor.
• The distributorship agreement between the company and the Distributor becomes effective only from the date of acceptance of the request of the Distributor by the Company, which shall be communicated
in writing by the Company to the Distributor. The Distributor shall be deemed to be such Distributor of the Company only after acceptance of this Agreement by the Company in writing as abovementioned
and shall be entitled to any incentives and / or commission only after issuance of such acceptance of distributorship agreement as abovementioned. This Distributorship Agreement grants to the Distributor,
upon and after the receipt of the above confirmation, the right to be a non – exclusive Distributor of the Company for marketing and sale only of such of those products, which are offered for sale by the
Company (“Products”), as may be informed by the Company to the Distributor through its website www.sharpbestbuy.com (Website) and /or in writing to the Distributor, within the Territory set out in the
Form annexed. The Distributor shall conduct all sales of Product/s online through the Website of the Company only.
• Any individual (subject to Clause (1) above) who has purchased any of the Products offered for sale by the Company is eligible to become a Distributor of the Company without payment of any further
registration fees. The Company however reserves its right to reject and refuse confirmation of this Agreement at its complete discretion and in particular if:
• The Distributor fails or refuses to furnish all or any of the documents sought for by the Company from time to time;
• The Distributor is not aged 18 years or above or is otherwise disqualified under Law to enter into this Agreement by reason of statutory, Governmental, judicial or other restrictions and / or
disqualifications;
• The Distributor has been declared an insolvent or insolvency proceedings have been initiated against the Distributor in any Court of law and the same has not been rejected within 60 days of such
initiation;
• The Distributor is or the Company has reason to believe that the Distributor is or has been involved in and / or is accused of any criminal act involving moral turpitude or commission of a heinous crime;
• For any other reasons, which may be set out by the Company in writing;
• The Distributorship Agreement shall be for a period of one year from the Execution Date (“Term”) and may be renewed for such periods as agreed to by the Company and upon payment of the renewal fees
as prevailing on the date of renewal, which shall be decided solely at the discretion of the Company. Distributor shall issue a written request to the Company not later than two months prior to completion of
the Term of this Agreement enclosing therewith the prevailing renewal fee. Acceptance or rejection of such request is solely at the discretion of the Company, which decision shall be intimated in writing by
the Company. The Company's decision shall be final and binding on the Distributor. The Distributor shall be entitled to continuation of payment of commission for sales by his / her sub – Distributor upon
such renewal only in case of consecutive renewal / continuation of Terms.
• The sale of Products shall be completed by the Distributor as follows:
• Distributor shall submit request for purchase of customer online through the Company's Website and specify the Product/s requested for by a Customer (“Order Form”). The customer shall pay the
price of such Product/s prior to filling in the Order Form and Distributor shall submit the full details of the Customer as well as the payment details and the Customer's contact details as required in the
Order Form;
• All payments for Products shall be only by deposit of a demand draft into the account of the Company as displayed on the website
• Any changes in the above Bank account details will be put up immediately on the Website by the Company, which the Distributor confirms is sufficient notice to the Distributor;
• The Customer shall be entitled to collect the Product directly from the Company either in person or by depositing the delivery charges into the account of the Company as specified in the Order Form,
which details shall be filled in by the Distributor properly;
• Upon receipt of payment confirmation from the Bank, the Company shall message an E-PIN number and password to the Customer's email address as specified by the
Distributor in the Order Form;
• The Customer should quote the said number and furnish a copy of the online receipt or retain the actual message on the mobile phone for collecting the Product;
• If the Customer wishes to register as a distributor of the Company, he should fill in the said E -PIN number and password in the Distributorship Agreement form available online on the Company's
Website;
• The Company shall ensure delivery of the Products specified in the Order Form and for which payment has been received as stipulated by the Company, to the place of delivery specified in the said
Order Form, within Forty-Five days of receipt of the Order Form, except in case of a Force Majeure event, in which case, the Company shall ensure delivery within such extended period
• All the products are delivered only at the Mumbai Office of the Company and any deliveries outside Mumbai, will attract transport, handling, courier, delivery, insurance, octroi & other incidental charges,
which shall be borne by the Customer and which information, the Distributor shall ensure is communicated to all Customers in advance;
• All payments are to be made only in the manner specified by the Company and the Distributor shall not receive any payment in cash. No claim whatsoever shall be entertained from any Customer in
respect of cash payments made to Distributor;
• The Company will not be responsible if the Customer does not inform the Company about the non receipt of product within fifty days from the date of purchase
• The Distributor may register sub – Distributors for marketing and sale of the Products through them. The Distributors registered through a Distributor shall be deemed to be a sub – Distributor of such
Distributor. The e-pin number furnished by the Company to each Customer shall be set out in the Application form submitted by each such sub – Distributor to ensure that the said person is registered as a
sub – Distributor of such Distributor.
• The Distributor shall receive the Distributor Commission as set out on the web site including the direct Distribution Commission; Distribution Commission for sales through the sub –
Distributors of the Distributor and the option to choose a Distributor Commission Product.
• The statement of accounts of Distributor Commission payable to the Distributor shall be put up online weekly by the Company, which may be verified by the Distributor. The Distributor Commission shall be
paid every week/month/year (as applicable subject to such Distributor Commission payable being a minimum of Rs.1000/-. Amounts less than Rs.1000/- shall be carried forward to the payout cycle. The
decision of the Company on the amount of Distributor Commission payable shall be final and binding on the Distributor. In case of any dispute, Distributor shall raise the same in writing within 15 days of
receipt of such Distributor Commission, which dispute shall be settled in the manner set out hereunder for settlement of disputes. Pending such settlement of decision the cheque if any issued by the
Company shall not be encashed by the Distributor, which encashment shall otherwise amount to acceptance of the amount paid as final settlement by the Distributor and to discharge of all dues owed by the
Company for the said billing cycle. The Company shall not be liable for any delays in payment of Distributor Commission for reasons beyond the control of the Company including force majeure events and
the Distributor understands and confirms that the Distributor shall not make or be entitled to any claim for interest or damages for such delay.
• Distributor shall bear all taxes, levies and charges on the Distributor Commission paid by the Company, which amounts shall be deductible from the said payment by the Company. Distributor shall be paid
Distributor Commission as set out on the web site after deduction of all costs, taxes (including VAT), charges, levies of any kind whatsoever including advertising costs incurred by the
Company during such period (“Net Revenue”). The Distributor shall further bear all costs towards processing charges including all operational services, processing and dispatching of cheques, Statement
of Accounts, postage or courier, etc., which amount the Company shall be entitled to deduct from the Distributor Commission payable to the Distributor.
• The Distributor confirms that he / she has purchased the product from the referral Distributor solely on the basis of their requirement and not as incentive for becoming a distributor of the Company. The
Distributor has been fully informed and accepts that he / she shall be entitled to Distributor commission only for direct marketing and sale of the products for and on behalf of the Company. Upon acceptance
of this request, the Distributor undertakes not to mislead or misrepresent to any person about the possible returns from registering as Distributor of the Company and shall not market and sell any product to
any customer solely for enrolling such customer as Distributor.
• The Distributor has read and understood the Business Plan displayed on website setting out the products available for sale on the date of submission of this Agreement and understood the consideration,
which the Distributor would be entitled to upon acting as such Distributor of the Company and has submitted this Application based on such understanding and intending to act as such Distributor of the
Company.
• The Distributor understands and has been already informed that this Application is subject to acceptance at the sole discretion of the Company and the Distributor neither has nor will claim to have
purchased any of the Products of the Company solely for the purpose of enrolling as its Distributor.
• The company may reject this application for any reason at its discretion, including if the application contains incomplete, inaccurate, false, or misleading information. Any alteration or modification will be
subject to verification. Any such rejection and / or the inability of the Distributor to successfully market and sell the product/s of the Company shall not entitle the Distributor to claim a return or refund of the
amount paid towards sale price of a product, which sale price the Distributor confirms is solely paid towards purchase of the said product.
• The Distributor undertakes to abide by and comply with all the applicable laws, regulations and ordinances as in force in India. The Distributor understands and confirms that the Company would be entitled to terminate the Distributorship Agreement for misconduct or breach of any of the terms and conditions contained therein and the Distributor shall not raise any claim against such termination and / or for
payment of any money whatsoever under any head whatsoever including for cost of the product purchased by the Distributor for which the Distributor confirms that the Distributor has received and
acknowledged receipt of such product.
• The Distributor understands and accepts that the Company shall be entitled to alter or change the products offered for sale by the Company at its sole discretion and that the Company's decision shall be
final for deciding the products, brand, specifications etc., for sale and that such products may be changed or varied without any prior notice but subject to completion of sale of products for which
consideration is already received.
• The Distributor understands and accepts that he / she shall be personally responsible for all income taxes, VAT, the Sales Tax on product purchase as per VAT and such or other charges and levies arising out
of marketing and sale of the Company's products.
• The Distributor understands and accepts that delivery of any of the products shall be only at the Mumbai office of the Company and that any deliveries outside Mumbai, will attract transport, handling,
courier, delivery, insurance, octroi & other incidental charges as preferred, which if not paid by Customer, shall be deducted from the Distributor commission payable by the Company to the Distributor.
• The Distributor understands and accepts that all payments to Company shall be made only in the manner prescribed by the Company and no cash payments shall be accepted by any Distributor under any
circumstances whatsoever.
• The company liability whether in contract or tort or otherwise arising out of or in connection with the agreement and/or relationship arising there from shall not exceed the lesser of actual damages or loss
assessed by the arbitrator or, the total commission earned by the Distributor during the preceding 3 months of the date of dispute, whichever is lesser.
• The Distributor undertakes and agrees to not make any false promises or false advertisements on behalf of the company and shall not compel or introduce or mislead any person with any false
statement/promise to join the company or to purchase any product, if accepted as Distributor. In such cases the Company shall be entitled to terminate the Distributorship Agreement without notice and to
initiate legal action against the Distributor.
[count...]
• The Distributor shall ensure that all the information/furnished to the company is correct and properly entered. The Company shall not be liable or responsible for any errors therein and / or to any loss
occasioned to the Distributor due to the same.
• The Distributor shall be a non - exclusive distributor of the Company in the Territories and shall be responsible for the marketing, distribution and sales of the Products in the Territory only.
• The Distributor shall comply with all the applicable laws, regulations and ordinances as in force in the Territory.
• The Distributor shall not make any offer or alluring promises to any Customer of quick and easy money or entice any person to purchase the Products of the Company. The Distributor shall ensure that the
Product/s solely on the basis of the requirement for such Product/s by Customers.
• The Distributor shall ensure that the Distributor's activities are in the interest and for the benefit of the Company and shall not involve in any activities or take any action or omit to do anything, which may be
detrimental to the Company. It is hereby clarified that such action, commission or omission shall be solely as per the terms of this Agreement and in compliance with the laws, rules and regulations and not
contrary thereto.
• The Distributor shall comply with the policies, rules and regulations of the Company and shall not indulge in any malpractice or misrepresent or mislead any Customers in the process of marketing and
selling of the Products to the Customers.
• The Distributor shall ensure that payment for all Products are deposited in the account of the Company as specified by the Company.
• The Distributor shall ensure that all the details of Customers are entered properly on the Order Form and that upon payment of the sale price and the expenses as stipulated the Customer receives the
Product.
• The Distributor shall not have any power or authority to incur any debts, contracts, obligations or liabilities or to make any representations or any warranties on behalf of the Company.
• The Distributor shall ensure that all legalities pertaining to marketing and distribution including obtaining requisite licenses software/s and hardware are complied with in a legal and appropriate manner.
• The Distributor shall not make any false promises or false advertisements on behalf of the Company and the Distributor shall be solely liable for any misrepresentations or misleading of Customers.
• The Distributor shall not compel or mislead any person with any false statement/promise for purchasing any Product.
• The Distributor shall ensure that all the information/furnished to the Company by the Distributor as well as the Sub – Distributors of such Distributor and / or the Customers of the Distributor are correct and valid. The Company shall process all sales, commissions etc., based solely on the details furnished by the Distributor and the Distributor shall be solely responsible for any error therein.
• The Company shall be entitled to terminate this Agreement forthwith without notice if the:
a.Distributor falsely induces any Customers with the motive to earn more money and the same is brought to the notice of the Company by any Customer or other Distributor;
b. Distributor breaches the Company's ethical business policies and procedures or commits any malpractice
c. Distributor is guilty of misconduct or breach of any of the terms and conditions of this Agreement;
d. Company has stopped its business activities or is unable to carry on its business for any reason whatsoever;
• Company may also terminate this Agreement without cause by issuing 1 months notice to the Distributor.
• Upon termination of this Agreement, the Distributor shall be entitled only to the Distributor Commission earned by the Distributor till such termination. The Distributor shall not be entitled to act as the Distributor of the Company subsequent to such termination and shall not be entitled to any further payments of Commission or Distributor Commission Products on and after the termination as above mentioned.
• The Distributor shall at all times hereafter indemnify and keep the Company fully indemnified against all claims, demands, actions, proceedings, losses, damages, costs, charges, expenses, interests and disbursements of any nature whatsoever (including but not limited to all legal expenditure which may be incurred by the Company in defending such claims, actions, proceedings etc.,) which the Company may pay or incur or suffer or sustain or be liable to pay or incur or suffer or sustain as a result or consequence, whether direct or indirect, arising out of the supply or sale of the products to the Company and/ or any other third parties including but not limited to any Customers due to any non-compliance with any statutes, rules, regulations or laws by the Distributor. This clause shall survive the expiry or termination of this Agreement howsoever arising.
• The Distributor shall keep confidential all information and data of the Company and shall not divulge and / or misuse the same.
• All Intellectual Property Rights (“IPR”) in and to the Company's name, tradename, logo, website and all such or other rights shall remain solely that of the Company and the Distributor shall not be entitled to reproduce, use, display, copy, print, disseminate or put to use or exploit, with or without any charge all and any such IPR.
• Nothing in this Agreement shall be deemed to constitute a partnership, joint venture, or employment between the Parties and neither party shall act or purport to act as agent or representative of the other or otherwise bind the other Party otherwise than under this Agreement. This Agreement shall not establish any Employment relationship or any master-servant relationship between the independent Distributor and the Company. No Distributor will act as procurer, broker, and commercial agent, contracting representative or other representative of the Company. Every Distributor at the time of sell or purchase of the product of the company will act as an independent vendor.
• All disputes, controversy or claim arising out of or relating to this Agreement, or any breach thereof, including, without limitation any claim that said Agreement, or, any part thereof, is invalid, illegal or
otherwise voidable or void, or the enforcement of any right or obligation which by its nature, survives the expiration or termination hereof, shall be submitted to arbitration by a sole Arbitrator mutually agreed
to between the Parties, whose fess and expenses shall be borne equally by both Parties. Such Arbitration shall be conducted in accordance with the provisions of the Arbitration and Conciliation Act, 1996 or
any other statutory modification or re-enactment thereof for the time being in force and shall be governed by the laws of India and any award or awards of such arbitrators shall be binding on all the parties to
the said dispute. The place of arbitration shall be Mumbai only. The arbitration proceedings shall be in English language only.
• Neither Party shall be liable for failure to perform in whole or in material part, its obligations under this Agreement if such failure is caused by any event not reasonably within the control of the affected Party, including without limitation, by fire, flood typhoon, earthquake, explosion, strikes labor troubles or other industrial disturbances, unavoidable accidents, war (declared or undeclared) acts of terrorism, sabotage, embargoes, blockage, acts of Governmental Authorities, riots, insurrections, or any other cause beyond the control of the Parties provided that the Party affected by such Force Majeure shall promptly notify the other Party of the occurrence of the event of Force Majeure and take all reasonable steps necessary to resume performance of its obligations so interrupted. The affected Party shall resume performance as soon as practicable after the event of Force Majeure has ceased.
• The construction, validity and performance of this Agreement shall be governed in all respects by the laws of India. Subject to the arbitration clause above, this Agreement and all disputes or issues arising there from, shall be subject to the exclusive jurisdiction of the courts of Mumbai.
• All notices and communications shall be issued to the Distributor at the address set out in the Form attached to this Agreement and all notices and communications to the Company shall be issued to the address set out therein or to such change of address as intimated in the Website of the Company and / or via email at the time of issuance of such notice and / or communications.
• The Distributor understands and accepts that this is only an Application for registering the Distributor as a Distributor and unless and until the Distributorship Agreement is executed between the Parties there is no legally binding agreement between the parties. The undertaking and covenants of the Distributor contained herein shall however be binding on the Distributor, which the Distributor has understood and accepted.
• This Agreement shall be binding upon and inure to the benefit of the Parties hereto and their legal representatives, successors and assigns and no third party may claim any right under the same. The Distributor shall not be entitled to assign or transfer the rights and responsibilities under this Agreement to any other person or entity save and except with the written consent of the Company.
