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SAMI DIRECT INDEPENDENT DISTRIBUTOR(S) AGREEMENT

This Sami Direct Independent Distributor(s) Agreement (“Agreement”) shall be deemed to be effective and valid from the date of confirmation of a Person as an Independent Distributor of Sami Direct Marketing Private Limited (“Sami Direct”) Pursuant to execution of the Independent Distributorship Form (“Form”), by Sami Direct, which shall be deemed to be incorporated hereunder.

By successfully executing the Form, You hereby agree to be bound by the terms and conditions of this Agreement and give Your irrevocable consent to the process of selling the products of Sami Direct (“Products”) in the manner stipulated herein, and any appropriate changes that may be made to the terms and conditions of this Agreement by Sami Direct, including due to any legal or regulatory requirement, business exigencies, instructions from any judicial or a quasi-judicial body or due to any natural calamity beyond the reasonable control of Sami Direct, its affiliates and associates or for any other reason.

For the purposes of this Agreement, the term “You” and wherever the context so requires “Your” shall mean any natural or legal person who is an Independent Distributor, as defined in Section 1.1 and 3.7 of the “Policies and Procedures” document. The term Person includes any resident individual, sole proprietorship, unincorporated association, unincorporated organization, body corporate, corporation, company, partnership, limited liability company, limited liability partnership, joint venture or any other resident entity or organisation. It is herein clarified that this Agreement shall stand automatically terminated in the event of termination of the partnership deed of an Independent Distributor, if such Independent Distributor is registered as a partnership firm with Sami Direct. Additionally, in the event of any change in the constitution of a partnership firm registered as an Independent Distributor, this Agreement and the Account (defined below) of such Independent Distributor on the Website shall be automatically terminated, unless expressly permitted otherwise by Sami Direct.

You acknowledge that You have read, understood and agreed to be bound by the this Agreement at all times. By executing the Form, You have also agreed and accepted to be bound by the terms and conditions incorporated in the “Policies and Procedures”, “Sami Direct Marketing Guidelines” and “Sami Direct Business Plan” (“Policies”), which has been accepted by You and shall be deemed to be a part of this Agreement,and in the event of any conflict between this Agreement and any aforesaid Policies, this Agreement shall prevail. If You do not wish to adhere to the terms and conditions herein or any of the terms of the Policies, please do not execute the Form or forthwith terminate this Agreement in accordance with Clause 11. It is clarified that the Independent Distributors shall exclusively market, sell and distribute only the Products of Sami Direct, unless otherwise expressly agreed in writing by Sami Direct.

  • 1. Subject to this Agreement, Sami Direct hereby appoints the Independent Distributor and the Independent Distributor hereby accepts its appointment on a principal-to-principal, non-exclusive basis to use, promote and resell the Products in India.

  • 2. Upon executing the Form, You agree to registering on the Sami Direct website, available at [www.samidirect.com] (“Website”) with a unique distributors ID and password (“Account”). In the event of any discrepancy between the terms of this Agreement and the Website, the terms of this Agreement shall prevail. You agree that You shall not be entitled to register with more than one Account on the Website for any reason whatsoever. In the event Sami Direct has reason to believe that You or any Person on behalf of You has activated more than one Account, this Agreement shall forthwith be deemed to be terminated. In the event this Agreement is terminated for any reason whatsoever, the Independent Distributor shall not be eligible to apply for a position as an Independent Distributor, for a period of 6 (Six) months from the date of termination or for such period as Sami Direct may in its sole discretion decide.

  • 3. Simultaneous to or within 15 (Fifteen) days from the date of executing the Form, You agree to submit the physical copies of the following documents (“Registration Documents”)to Sami Direct at its registered office located at [Mention Details] and the same shall be acknowledged by Sami Direct in writing:

    • (a) Duly executed version of the Form;

    • (b) Photograph;

    • (c) A self-attested PAN card copy;

    • (d) A self-attested cancelled blank cheque, as of the date of execution of the Form; and

    • (e) A self- attested copy of the address proof.

  • 4. In the event Sami Direct does not receive the Registration Documents within the afore-said 14 (Fourteen) day period, the Form shall be deemed to be terminated and Your Account shall automatically stand terminated, without any further liability on Sami Direct. Further, Sami Direct may reject the Form, in whole or part for any reason, at its discretion, including but not limited to the Form containing incomplete, inaccurate, false or misleading information. Any alteration or modification of the Form will be subject to rejection. For the avoidance of doubt, this Agreement shall be effective and valid from the date of acceptance of the Form by Sami Direct.

  • 5. The Independent Distributor(s) hereby confirms that he/she has entered into this Agreement as an independent contractor. Nothing in the Agreement shall establish an employment relationship, or any other labour relationship between the Independent Distributor(s) and Sami Direct. This is not an exclusive arrangement from Sami Direct and Sami Direct reserves the right to enter an arrangement similar to the arrangement contemplated under this Agreement with other Persons, at its discretion.

  • 6. Upon any modification or alteration of the Agreement or the Form, the latest revised version of the Agreement shall be effective and binding on the Independent Distributors on the earlier of (a) it being reflected on the Website; or (ii) in any communication sent to the Independent Distributor by Sami Direct. Continuation by the Independent Distributor to perform its/his/her obligations under this Agreement or non-termination of the Agreement in accordance with the process detailed hereunder, shall be deemed acceptance to the modified or changed Agreement or Form.

  • 7. Sami Direct has the right and You hereby irrevocably grant a right to Sami Direct to conduct a background verification and/or an audit (legal, financial or otherwise) on You, Your business activities, and books of account as maybe applicable, at its sole discretion, without giving any prior notice to You. Additionally, You also agree to provide Sami Direct with a compliance certificate on a [quarterly] basis, evidencing Your compliance with applicable laws.

  • 8. Sami Direct shall not be responsible for the conduct of the Independent Distributor for any reason whatsoever. Additionally, Sami Direct shall be solely responsible for any complaint, dispute, claim regarding the Products sold by the Independent Distributor.

  • 9. REPRESENTATIONS AND WARRANTIES OF THE INDEPENDENT DISTRIBUTOR

    The Independent Distributor hereby represents and warrants that:

    • (i) He/she/it is authorised under applicable law to enter into and execute this Agreement;

    • (ii) He/she/it is not an existing Independent Distributor of Sami Direct;

    • (iii) He/she/it has not entered into an agreement with any other third party which conflicts with its obligations hereunder;

    • (iv) He/she/it has taken and completed all statutory, legal, regulatory, corporate and other approvals as may be required for the transactions contemplated under this Agreement;

    • (v) The personal information submitted to Sami Direct by the Independent Distributor under the Form or the Account is true and accurate to the best knowledge of the Independent Distributor;

    • (vi) He/she/it (or its directors, as maybe applicable) is not part of any ending civil or criminal proceedings under any court of law; and

    • (vii) He/she/it has read, understood and agreed to be bound by the terms and conditions of the Policies, as applicable.

  • 10. OBLIGATIONS

    The Independent Distributor hereby undertakes and covenants that he/she/it shall:

    • (i) Ensure that the Policies are adhered to at all times;

    • (ii) Ensure that the pricing of the Products are not above the maximum retail price of the relevant Product;

    • (iii) Ensure that he/she/it does not represent the Product in any manner other than as provided in the respective Product brochure;

    • (iv) Ensure that he/she/it does not infringe the intellectual property rights of Sami Direct;

    • (v) Ensure that he/she/it does not misrepresent the benefits, side-effects, constituents or ingredients of the Products;

    • (vi) Ensure that he/she/ it is in compliance with applicable law at all times;

    • (vii) Ensure that the personal information provided to Sami Direct during the validity of this Agreement and the Account is true and accurate to the best knowledge of the Independent Distributor;

    • (viii) Ensure that he/she/it conducts him/her/itself in a workmanlike manner, without causing any harm to the reputation of Sami Direct or its Products;

    • (ix) Shall not enter into any arrangement similar to the arrangement contemplated under this Agreement with any other entity or Person during the term of this Agreement;

    • (x) Shall provide a compliance certificate on a quarterly basis, as may be required by Sami Direct;

    • (xi) Maintain the confidentiality of the information provided by Sami Direct at all times;

    • (xii) Not use market or sell the Products in any manner which may cause any adverse effect to Sami Direct; and

    • (xiii) Not modify, reverse engineer or alter the Products and the intellectual property rights of Sami Direct in any manner whatsoever.

  • 11. TERMINATION AND SET-OFF

    • (i) Either of the parties to this Agreement may terminate the Form and this Agreement, without cause, by giving the other party a written notice.

    • (ii) Upon termination of this Agreement, the Account of the Independent Distributor shall be de-activated automatically and he/she/it shall return, within a period of 2 (Two) days from the date of termination, the marketing material, confidential information of Sami Direct, including any copies thereof, and shall immediately stop using the trademarks, trade names, brand names, service marks or logos of Sami Direct for the promotion and sale of the Products.

    Upon termination of this Agreement, in the event that You have not paid any sum or sums which are due and payable to Sami Direct, either in the capacity of an Independent Distributor or otherwise, Sami Direct shall have the right at its sole discretion to reduce Your indebtedness by setting off against each indebtedness any sums due and payable to You by Sami Direct or any of its affiliates.

  • 12. PAYMENT

    • All payments as applicable must be made by demand draft in favour of M/s. SAMI DIRECT MARKETING PVT. LTD., payable at Bangalore, Karnataka. Cash payments may only be accepted at the corporate office of Sami Direct and other offices (Branches designated time to time. Additionally, payment will also be accepted through normal banking channels.

    • The pay-outs to the Independent Distributor(s) shall be as per the “Sami Direct Business Plan”. The co-applicant acknowledges and agrees that Sami Direct shall deal exclusively with the primary applicant in respect to all business matters and also pay the pay-outs and/or any other incentives to and in the name of the primary applicant. The Independent Distributor shall directly comply with the confidentiality obligations provided under the Policies and Procedures of Sami Direct. Any incentives indicated as payable/paid to the Independent Distributor by Sami Direct under the Business Plan is inclusive of all service tax and other taxes/levies on the transaction The Independent Distributor must make requisite arrangements to pay all applicable taxes. Sami Direct shall be entitled to deduct tax deducted at source, at applicable rates from time to time.

  • 13. PRICING AND AVAILABILITY

    • Sami Direct reserves the right, at its discretion, to change the prices and availability of the Products without prior notice. The price of each Product represents the full retail price of the Product, reflected in Indian National Rupees, as per standard industry practice and is inclusive of all applicable charges, cess, levies and taxes, unless specified otherwise.

    • 13.2 Sami Direct has taken due care to ensure accurate Product and pricing information. In the event there is any error in the pricing of the Product or typographical error on the availability and Product information, Sami Direct shall have the right, at its discretion, to either contact You for instructions or cancel Your order and notify You of such cancellation.

  • 14. MARKETING AND USE OF BRAND NAME

    • 14.1 The Independent Distributor shall, at its own cost and expense, carry out marketing and promotional activities as may be required for the purpose of sale of the Products, subject to such Independent Distributor following the Sami Direct Marketing Guidelines. For the avoidance of doubt, it is clarified that no marketing material may be used or created by the Independent Distributor for marketing, displaying ot selling the Products without the prior written approval of Sami Direct.

    • 14.2 Sami Direct hereby grants the Independent Distributor a limited, royalty-free, non-exclusive, non-transferable, revocable right or license to use Sami Direct’s trademarks, trade names, brand names, service marks or logos solely for the use of the same in marketing the Products, during the term of this Agreement.

  • 15. INTELLECTUAL PROPERTY

    • 15.1 The Independent Distributor acknowledges that the intellectual property rights with respect to the Products will remain the exclusive property of Sami Direct. Neither the Independent Distributor nor any of its representatives or agents shall alter or copy the design of the Products, trademark, trade name or other proprietary notices, symbols, marks or labels appearing on the Products or otherwise infringe the intellectual property rights of Sami Direct. This Agreement does not grant any right of ownership in the Products to the Independent Distributor. The Independent Distributor hereby acknowledges it will not remove any copyright or other proprietary rights notices contained in the Products or marketing material provided to it by Sami Direct and shall not make application to any authorities for registration of any intellectual property rights for any work created using the logo of Sami Direct or any other property belonging to Sami Direct. No rights in the products are granted to the Independent Distributor except the limited license contained in this Agreement. Any right, title or interest arising in any compilation or derivative work created using the intellectual property rights of Sami Direct shall not entitle the Independent Distributor to use such intellectual property rights, except as specifically permitted hereunder. All rights in such derivative or compilation work created by Independent Distributor using the intellectual property rights of Sami Direct shall vest entirely with Sami Direct.

    • 15.2 The Independent Distributor agrees to promptly notify Sami Direct in writing upon its discovery of any unauthorised use or infringement or potential infringement of the intellectual property rights in the Products by any third party.

  • INDEMNITY

    The Independent Distributor hereby indemnifies and agrees to keep indemnified and harmless Sami Direct, its officers, employees, directors, shareholders, customers and agents from and against any and all claims, damages, costs, expenses, including attorney’s fees, arising out of or in connection with (i) breach of representations warranties and covenants under this Agreement; (ii) breach of applicable law; (iii) use/misuse/infringement of the intellectual property rights of Sami Direct; and (iv) non-compliance with the Sami Direct Marketing Guidelines, Policies and Procedures and the Sami Direct Business Plan. The Independent Distributor shall pay the indemnity amount to Sami Direct within 14 days from the date of request.

  • LIMITATION OF LIABILITY

    Sami Direct does not provide a warranty, implied or otherwise, on the Products to be purchased by the Independent Distributor and shall not be liable for the Products in any manner whatsoever. Notwithstanding anything to the contrary contained in this Agreement or the Form, in no event shall Sami Direct be liable to You or any other party seeking damages under this Agreement or the Form, whether in contract, tort (including negligence) or otherwise, for any special, indirect, incidental, punitive or consequential losses, damages, costs or expenses whatsoever, including without limitation damages related to loss of profits or of contracts, losses of business or of revenues, losses of operation time or goodwill or reputation. Sami Direct’s aggregate liability under or in connection with this Agreement or the Form (whether in contract, tort including negligence or otherwise), shall in no event exceed the incentive paid to the Independent Distributor by Sami Direct in the immediately preceding 2 (Two) months, from the date the claim arises.

  • NOTICE

    All notices, requests and other communications under this Agreement shall be in writing, in English. Any notice or information/document or communication to be served under this Agreement may be served upon either party hereto only by email or courier or posting by registered post or delivering by hand or through facsimile transmission. The notice or demand to be served on the party should be served at its address, facsimile number mentioned in the Form.

  • 19. GOVERNING LAW AND JURISDICTION

    • 19.1 This Agreement shall, in all respects be governed by and construed in accordance with the laws of India and subject to Clause 20 below, the courts at Bangalore shall have the sole and exclusive jurisdiction to entertain any disputes that may arise hereunder.

    • 19.2 The parties hereto undertake to use their best efforts to resolve amicably any dispute arising out of or in connection with this Agreement or the Form and the interpretation thereof through consultation in good faith and mutual understanding, provided that such consultation shall not prejudice the exercise of any right or remedy of either party hereto by any such party in respect of any such dispute.

  • 20 ARBITRATION

    • 20.1 In the event the parties hereunder are unable to resolve a dispute through amicable settlement pursuant to Clause 19 above within [15 (fifteen)] days from the date a party raises a dispute, the dispute shall be submitted to final and binding arbitration at the request of either of the parties upon written notice to that effect to the other.

    • 20.2 Such arbitration shall be in accordance with the Arbitration and Conciliation Act, 1996 and shall be held at Bangalore. All proceedings of such arbitration shall be in the English language. The arbitration shall be conducted by a sole arbitrator to be appointed in accordance with the provisions of the Arbitration and Conciliation Act, 1996. If the parties are unable to mutually agree upon the sole arbitrator within [30 (thirty)] days from the date of request for arbitration by either party, the arbitration panel shall consist of 03 (three) arbitrators, with Sami Direct and the Independent Distributor empowered to appoint one arbitrator each and the third arbitrator shall be appointed by two of the other arbitrators.

  • 21 FORCE MAJEURE

    If Sami Direct’s performance or any of its obligations hereunder is prevented, restricted or interfered with by reason of fire, flood or other casualty, accident, illness, strike or labour disputes, war or other violence, any law or regulation of any Government, or any act or condition whatsoever beyond its reasonable control (each such occurrence being hereinafter referred to as “Force Majeure Event”), then Sami Direct shall be excused from such performance to the extent of such prevention, restriction and interference. Payment obligations of the Independent Distributors to Sami Direct under this Agreement shall not be subject to this Clause 21.

  • 22 SEVERABILITY

    In case any one or more of the provisions contained in this Agreement or the Form shall, for any reason, be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect the other provisions of this Agreement or the Form, and relevant provisions shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein. Any invalid or unenforceable provision of this Agreement or the Form shall be replaced with a provision, which is valid and enforceable and most nearly reflects the original intent of the unenforceable provision.

  • 23 CONFIDENTIALITY AND NON-DISCLOSURE

    • 23.1 The Independent Distributor shall during the term of this Agreement and thereafter keep all information and other materials exchanged with Sami Direct in relation to the transactions contemplated by this Agreement confidential (including all information concerning the business transactions, business model, client, marketing material, Product details/information, customers, prospective customers and the financial arrangements relating Sami Direct), which was either designated as confidential or which was by its nature, confidential (the “Confidential Information”), and shall not without the prior written consent of Sami Direct divulge such information to any other person or use such Confidential Information other than for carrying out the purposes of this Agreement.

    • 23.2 For the purposes of this Agreement, Confidential Information shall not include:

      • (a) information that is in the public domain as on the date of this Agreement;

      • (b) information that is generally available to the public otherwise than as a breach of this Agreement; and

      • (c) Information that the Independent Distributor is under an obligation to disclose, pursuant to any applicable law. However, the Independent Distributor shall provide sufficient documentary evidence to the Company regarding the specific requirement under the applicable law.

    • 23.3 No announcements or other disclosures concerning the transactions forming the subject matter of this Agreement or any terms and conditions hereof shall be made by the Independent Distributor, without agreed by Sami Direct in writing.

  • ENTIRE AGREEMENT

    This Agreement, the Form, including the Policies hereto, constitutes the entire agreement between the You and Sami Direct, and shall supersede any and all previous agreements, written or oral by the parties hereto in relation to the subject matter hereof.

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