Fertilizer Agency Agreement

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FERTILIZER AGENCY AGREEMENT

 
This Agreement is made as of and effective the 01st day of February, 2022 by and between:
 
HAREKRISHNA GREEN FISH FERTILIZERS AND CHEMICALS PRIVATE LIMITED,
with a principal mailing address of
NR. CHIRRI PUL, BLD-E/G-3, KOPARLI ROAD, CHIRRI VALSAD, GUJARAT – 396191
(hereinafter “HAREKRISHNA”)
 
- and- 
 
M/S PARTH INDUSTRIES 
with a principal mailing address of
PLOT NO. 1640/4, GIDC, SARIGAM, NEAR PHANSA CHOKDI, KALGAM ROAD, SARIGAM - 396155 
(hereinafter “PRINCIPAL”). 
 
WHEREAS, PRINCIPAL and its Affiliates are engaged in the manufacture and sale of certain fertilizers (the
“Products”) more specifically set forth in Schedule “A”, as may be amended from time to time; 
 
WHEREAS, PRINCIPAL does not have the sales, marketing and distribution personnel and facilities to
effectively market Products to independent crop input retailers in Western India; 
 
WHEREAS, PRINCIPAL desires to have HAREKRISHNA perform certain sales, marketing, promotion,
logistic and related services necessary to market the Products to independent crop input retailers in Western India; 
 
WHEREAS, HAREKRISHNA has the experience and resources to effectively market the Products to
independent crop input retailers and is agreeable to performing the required sales, marketing, promotion, logistic and
related services; 
 
NOW, THEREFORE, for and in consideration of the foregoing and the terms and conditions contained
hereinafter, the parties hereto agree as follows:
 
1. Definitions.
 

 
(a) “Contract Year” means the First Contract year and each subsequent twelve (12) month period during
the term of this Agreement. 
 
(b) “Customers” means independent businesses in the agricultural market, whose primary business is retail
 
sales of crop inputs, now existing or as may be established in the future, each consisting of one or more
locations with at least one fertilizer blender on site. Without limitation, Customers shall include buying
groups servicing independent dealers. 
 
  (c) “₹” or “rupee” means, unless otherwise expressly stated, a rupee of the lawful money of India. 
 

 
(d) “First Contract Year” means that period of time commencing on the date of this Agreement and continuing
immediately following such date.
 

 
(e) “Products” means certain fertilizers manufactured or sold by PRINCIPAL or its Affiliates in the Territory,
more specifically set forth in Schedule “A”, as may be amended from time to time. 
 
  (gf “Territory” means the geographic area comprising the Indian provinces.
 
2. Objectives of the Parties.
 
The Parties acknowledge their agreement to use their best efforts to jointly maximize the financial netbacks to
PRINCIPAL on sales of Products to Customers. Accordingly, the Parties agree that sales, marketing, promotional
and advertising activity will ordinarily be focused in areas which will normally result in maximizing financial
netbacks to PRINCIPAL. 
 
The Parties further acknowledge that maximizing netbacks to PRINCIPAL requires ongoing cooperation and
communication between and among the Parties with respect to Product production, Product marketing and inventory
levels and promoting public recognition of the PRINCIPAL name and of any brand names by which the Products
are identified. 
 
3. Appointment as Agent.
 
The PRINCIPAL appoints HAREKRISHNA as its agent to sell Products to Customers in the Territory and to
solicit orders and inquiries and generally promote the sale of the Products in accordance with the terms, provisions
and conditions of this Agreement. This Agreement shall govern only those Products sold to Customers in the
Territory. 
 
4. Exclusive Agent.
 
The appointment of HAREKRISHNA shall be exclusive to HAREKRISHNA in the Territory with respect to
sales of Products to Customers. The PRINCIPAL shall not appoint another agent or distributor in the Territory to
solicit sales of the Products to Customers on the PRINCIPAL’s behalf and HAREKRISHNA shall not promote or
sell to Customers any similar products manufactured or supplied by parties other than the PRINCIPAL except by
mutual agreement. 
 
5. Term.
 
This Agreement shall be effective as of its execution and shall terminate: 
 

 
(a) effective February 1, 2022 or at the end of any extension of the term of this Agreement which may be
mutually agreed upon, by: 
 

 
(i) HAREKRISHNA or PRINCIPAL delivering notice of termination in writing to the other no less than
one (1) year prior to such date; or 
 

 
(ii) HAREKRISHNA and PRINCIPAL failing to agree in writing to extend the term of this Agreement
on mutually satisfactory terms no less than one (1) year prior to such date;
 
  (b) as provided in Paragraph 23 hereof; or 
 
  (c) by mutual agreement of the parties. 
 
6. Marketing Services.
 

 
(a) Except as otherwise provided herein, HAREKRISHNA agrees, as agent for PRINCIPAL and in the name
of PRINCIPAL, to obtain orders from Customers acceptable to PRINCIPAL for Products.
 

 
(b) HAREKRISHNA will take all necessary steps to fulfil its obligations hereunder and, without limitation,
HAREKRISHNA shall: 
 
(i) discharge its duties under this Paragraph 6 in a diligent and professional manner utilizing
  appropriately trained and skilled personnel and the marketing and sales expertise of
HAREKRISHNA; 
 
  (ii) endeavour to arrange sales in order to facilitate orderly scheduling; 
 
(iii) at the request of PRINCIPAL, expeditiously resolve Product quality claims. HAREKRISHNA shall
not, without the prior written consent of PRINCIPAL, bind or purport to bind PRINCIPAL to any
  Product claim settlement. The negotiation and resolution of any claim not settled within 120 days
will become the responsibility of PRINCIPAL. HAREKRISHNA, however, shall continue to provide
such assistance in such negotiations as PRINCIPAL reasonably requires; 
 

 
(iv) make its staff, including without limitation, territory managers, available for direct communication
from PRINCIPAL. 

(c) HAREKRISHNA shall undertake the trade activities in the mentioned regions:
Jammu & Kashmir.
 
Notwithstanding the foregoing, HAREKRISHNA and PRINCIPAL shall each be obligated to use reasonable
efforts to mitigate any damages or other losses which might arise due to any of the foregoing circumstances,
including using reasonable efforts to renegotiate contract terms and/or develop potential alternative sales
arrangements for the Product(s) affected. 
 
7. Business Planning.
 
Annually, PRINCIPAL shall develop a business plan with respect to the sale of Products in the Territory to
Customers. Such business plan shall include, without limitation, sales forecasts and desired sales/marketing
activities (trade shows, industry events, dealer promotions/trips, etc.) to be implemented by HAREKRISHNA.
HAREKRISHNA shall be invited to participate in the development of PRINCIPAL’s annual business plan for the
sale of Products in the Territory to Customers and if so invited, HAREKRISHNA shall make reasonable efforts to
ensure a knowledgeable and accountable employee attends. 
 
If and to the extent HAREKRISHNA recommends a marketing or sales program to PRINCIPAL that involves
Products or related services, HAREKRISHNA shall submit a detailed proposal, including proposed financial
contributions required from each party. PRINCIPAL shall employ best efforts to review and, if thought appropriate,
approve such programs, including mutually agreed upon financial contributions required from each party, in a timely
fashion. 
 
8. Other Services.
 
HAREKRISHNA may assist PRINCIPAL in mitigating Product quality problems not caused by
HAREKRISHNA’s fault. Such services will be performed upon the mutual agreement of the parties and at a cost to
be negotiated prior to such services being performed. 
 
9. Warehousing.
 
Subject to mutual agreement, the parties anticipate using HAREKRISHNA’s and its Affiliates’ system of
owned and/or operated non-Retail warehouses as well as third-party warehouses for the distribution of the Products.
Any use of such HAREKRISHNA-owned and/or operated warehouses will be the subject of a separate agreement
(or agreements) between PRINCIPAL and HAREKRISHNA (or its Affiliate(s) as appropriate). 
 
HAREKRISHNA agrees to use reasonable efforts to give PRINCIPAL a right of first refusal with respect to
the use of any such available warehouse space in its or its Affiliates’ non-Retail warehouse facilities at prevailing
market rates and terms; provided, however neither HAREKRISHNA nor any of its Affiliates shall be required to
terminate any existing warehousing arrangement or fail to renew an evergreen warehousing arrangement to
accommodate PRINCIPAL’s desired warehousing plans and, provided further that PRINCIPAL shall exercise its
right of first refusal promptly and in any event within thirty (30) days of the date of HAREKRISHNA’s or its
Affiliate’s notice to PRINCIPAL of available warehouse space. 
 
10. Marketing and Production Forecast.
 
Quarterly, commencing February 1, 2022, HAREKRISHNA shall provide PRINCIPAL with a 12-month sales
forecast, identified by each Customer as well as for each Product, in such form as may be mutually agreed upon
from time to time. HAREKRISHNA shall update its forecast and assessment on a monthly basis or more frequently
if required by market conditions or as requested by PRINCIPAL. 
 
It is acknowledged that representatives of HAREKRISHNA and PRINCIPAL must discuss market
requirements, supply capabilities and the scheduling of shipping on a routine basis to achieve the objectives of this
Agreement. 
 
11. Price and Terms.
 
PRINCIPAL will establish the prices and other terms upon which HAREKRISHNA will solicit orders for the
sale of the Products. Such prices and terms shall be established on a weekly basis or more frequently when required
by market conditions. PRINCIPAL shall provide HAREKRISHNA with market information including supply and
demand forecasts, market research reports and other general market information to assist HAREKRISHNA’s
marketing, promotion and sales efforts of Products to Customers; provided, however, PRINCIPAL shall not be
required to provide information or documents if doing so would violate applicable laws, rules, regulations or
ordinances or third party agreements. 
 
HAREKRISHNA shall provide PRINCIPAL with information regarding competitors prices, terms, conditions
and programs as may become available to them; provided, however, HAREKRISHNA shall not be required to
provide such information if doing so would violate laws, rules, regulations or ordinances or third party agreement. 
 
If requested by PRINCIPAL for a particular Fertilizer Year on or before the commencement of such Fertilizer
Year, timely grain market information, including StatsCan and HAREKRISHNA seeded acre reports, soil moisture
and crop reports, gross revenue by crop projections, weekly canola reports, GrainSense reports, Eye on Canola and
other related information shall be made available by HAREKRISHNA for the trade amount agreed, and as may be
adjusted from time to time by mutual agreement, provided however HAREKRISHNA shall not be required to
provide seed information if doing so would violate laws, rules, regulations or ordinances or third party agreements. 
 
HAREKRISHNA shall solicit orders for the sale of the Products only in accordance with the specific prices,
terms, conditions, policies, and instructions issued by PRINCIPAL. 
 
12. Sales and Other Contracts.
 
Except as otherwise agreed, all sales will be made according to the terms of standard form contract(s) which
shall have been approved by PRINCIPAL from time to time. HAREKRISHNA will generate the sales contract
based on the prices and other terms established from time to time by PRINCIPAL and will execute same in its
capacity as agent for PRINCIPAL. All contracts, whether or not for the sale of Products shall properly reflect the
agency relationship between the parties. HAREKRISHNA shall have no authority to enter into any contract or
commitment on behalf of or obligate or bind PRINCIPAL except for the sale of Products in compliance with the
prices and terms established by PRINCIPAL from time to time. 
  
13. General Administration.
 
Within thirty (30) days after the end of each Contract Year, HAREKRISHNA will deliver to PRINCIPAL a
reconciliation and compilation of the sales activities and the costs associated therewith for that Contract Year,
including, without limitation, rebate programs. Upon PRINCIPAL’s request and at PRINCIPAL’s cost and expense,
HAREKRISHNA will cause its external auditors to conduct an audit of the books and records of HAREKRISHNA
which pertain to the services performed or the charges made by HAREKRISHNA under this Agreement. If any such
audit should demonstrate that an adjustment is required in any prior payments, an adjustment payment (together with
interest at Prime Rate plus 1% from the date payment(s) should have been made until the date payment is actually
made) shall be made promptly after receipt of the auditor’s report. 
 
(a) It is currently contemplated that significant accounting and financial information will be exchanged
between HAREKRISHNA and PRINCIPAL from time to time by way of electronic data interface (“EDI”).
The parties agree to each act reasonably to minimize the costs of EDI for the other, including, without
 
limitation, providing thirty (30) days advance written notice of any change in technology associated with
the information to be exchanged using EDI (“Technology Change”) and delaying implementation of any
Technology Change for a minimum of ninety (90) days after receipt of written notice from the other that
such time is required to adopt their technology associated with EDI to address the Technology Change of
the other. 
 
14. Production Suspension.
 
(a) Except for a force majeure event, PRINCIPAL shall be required to provide sufficient Products to fulfil all
sales agreements previously entered into as a result of orders solicited by HAREKRISHNA in accordance
 
with the terms thereof. Upon PRINCIPAL’s request, HAREKRISHNA shall buy in products needed to
fulfil said sales agreements. PRINCIPAL shall be responsible for any direct or out-of-pocket costs incurred
with respect to the buying-in of such product but HAREKRISHNA shall be entitled to no compensation for
its services other than the commissions due on the sale of the products pursuant to Paragraph 9 hereof. 
 
(b) In the event PRINCIPAL elects to suspend supply of one or more Products, PRINCIPAL shall endeavour
 
to give HAREKRISHNA not less than sixty (60) days’ notice of such suspension. If the suspension is to be
permanent PRINCIPAL shall be obligated to provide not less than five (5) months prior notice of the state
of permanent suspension of supply of one or more Products. 
 
(c) In the event PRINCIPAL cannot supply one or more Products for a period of time exceeding thirty
(30) days, the parties shall jointly seek out alternative suppliers of such Products and, if mutually agreed to,
PRINCIPAL shall be responsible for any out-of-pocket costs incurred with respect to arranging such
  alternative supplier and HAREKRISHNA shall be entitled to continue receiving the commissions due on
the sale of such Products pursuant to Paragraph 9 hereof. In the event the parties fail to mutually agree to
such terms, HAREKRISHNA and PRINCIPAL may agree upon such other terms as may be mutually
satisfactory. 
 
15. Title and Risk Loss.
 
Title to and risk of loss of the Products will be and remain in PRINCIPAL until such time as title and risk of
loss are transferred to the purchaser under the terms of the applicable sales contract. 
 
16. Taxes.
 
HAREKRISHNA will be responsible for all taxes and other charges liable towards him.
 
17. Exchanges.
 
The parties acknowledge that exchanges of Products will likely be required and/or necessary for the successful
marketing of the Products. However, HAREKRISHNA will have no right to exchange Products without
PRINCIPAL’s prior approval. 
 
18. Confidentiality.
 
(a) The parties agree to treat this Agreement and all agreements, technology, data, reports and other financial,
technical or non-technical information of any nature whatsoever (and all records in respect thereof) relating
  to this Agreement and obligations of the parties hereto as confidential, and they shall not use or disclose
any such information to persons other than as provided in clause (b), (c), (d) and (e) hereof, without the
prior written consent of the other party. 
 
(b) A party may make a disclosure that would otherwise be prohibited by Paragraph 21(a) hereof if such
  disclosure is required for such party to comply with any law or regulation to which it or its activities are
subject, or as made to professional advisors, to auditors, or in court proceedings. 
 
(c) A party may make a disclosure that would otherwise be prohibited by Paragraph 21(a) hereof if such
disclosure is to professional advisors, senior management personnel or the board of directors of such party
  and is necessary for the administration of its obligations under this Agreement and provided the intended
recipient of such information shall be required by such party to preserve the confidential nature of such
information. 
 
(d) A party may make a disclosure that would otherwise be prohibited by Paragraph 21(a) hereof if such
 
disclosure is made to any bona fide proposed purchaser of the shares of such party, provided the intended
recipient of such information shall be required by such party to give a written confidentiality undertaking,
in a form approved by both parties, directed and delivered to each of the parties hereunder.
 

 
(e) A party may make a disclosure that would otherwise be prohibited by Paragraph 21(a) hereof if the party
can prove the information: 
 
  (i) was in the public domain prior to the party’s receipt of the information; 
 
  (ii) was lawfully in that party’s possession prior to the party’s receipt of the information; 
 
  (iii) becomes part of the public domain without an unauthorized act or omission by that party. 
 
(f) This confidentiality obligation will not restrict PRINCIPAL’s or HAREKRISHNA’s right to use relevant
  customer lists in its marketing activities following any termination of this Agreement but this obligation
shall otherwise survive the termination of this Agreement. 
 
19. Default and Other Early Terminations.
 

 
(a) If either party institutes voluntary liquidation, dissolution or winding-up procedures, or takes voluntary
proceedings under bankruptcy or insolvency, legislation to be adjudicated to bankruptcy or for other relief, 
 
or a party has proceedings brought against it for its liquidation, dissolution, winding-up or bankruptcy and
such involuntary proceedings are not dismissed within thirty (30) days of their initiation, or if a court of
competent jurisdiction adjudges a party to be a bankrupt or insolvent, or a party makes an assignment for
  the benefit of its creditors, or an order has issued which subsists for more than seven (7) days appointing a
trustee, liquidator or receiver in respect of the affairs or assets of a party, or a party fails or refuses to pay
its debts as they become due, the other party may terminate hits Agreement by giving notice of such
termination. The termination date shall be the date of said termination notice. 
 
  (b) If PRINCIPAL believes HAREKRISHNA has breached its obligations as set forth in Paragraphs 6 and 7
hereof, PRINCIPAL may give notice to HAREKRISHNA that PRINCIPAL believes HAREKRISHNA has
breached some or all of its obligations set forth in Paragraphs 6 and 7. Such notice shall specify the nature
of the alleged breach. 
   (c) If HAREKRISHNA: 
 

 
(i) fails to timely remit payment to PRINCIPAL of any amount which it is required to pay to
PRINCIPAL pursuant to this Agreement (excepting only amounts in bona fide dispute); or
 
  (ii) is in material breach of its other obligations hereunder except Paragraphs 6 and 7; 
 
  (iii) is allegedly in material breach of its obligations in Paragraphs 6 and 7 hereunder; 
 
then PRINCIPAL may give notice to HAREKRISHNA that HAREKRISHNA is in default. Such notice
shall specify the nature of the default. If such default is not cured within thirty (30) days of
HAREKRISHNA’s receipt of such notice, PRINCIPAL may, by subsequent notice to HAREKRISHNA,
elect to terminate this Agreement. The termination date of this Agreement shall be the date of the
termination notice. 
 
  (d) If PRINCIPAL: 
 

 
(i) fails to timely remit payment to HAREKRISHNA of any amount which it is required to pay to
HAREKRISHNA pursuant to this Agreement (excepting only amounts in bona fide dispute);
 
  (ii) is in material breach of its other obligations hereunder; or 
 

 
(iii) has repeatedly defaulted in its obligations under the sales contracts entered into as a result of orders
solicited by HAREKRISHNA; 
 
Then HAREKRISHNA may give notice to PRINCIPAL that PRINCIPAL is in default. Such notice shall
specify the nature of the default. If such default is not cured within thirty (30) days of PRINCIPAL’s
receipt of such notice, HAREKRISHNA may, by subsequent notice to PRINCIPAL, elect to terminate this
Agreement. The termination date shall be the date of the termination notice. 
 
(e) Either party may, upon receipt of the notice specifying that it is in default, suspend the running of the
 
thirty-day cure period by instituting arbitration as provided in Paragraph 28(j) hereof within fifteen
(15) days of the giving of the default notice. The cure period and the right to terminate shall be suspended
during the pendency of the arbitral process unless otherwise determined by the arbitrator(s).
 
(f) All obligations, including payment obligations and obligations to fill sales contracts, arising in respect of
  matters occurring prior to the termination of this Agreement whether under this paragraph or any other
paragraph of this Agreement, shall be binding on the parties regardless of said termination. 
 

 
(g) All accounts shall be settled between the parties within sixty (60) days after termination of this Agreement
unless extended by mutual agreement. 
 
20. Indemnification.
 

 
(a) PRINCIPAL agrees to indemnify and hold HAREKRISHNA harmless from and against any damages,
claims, demands, costs, liabilities, penalties, fines or expenses (including attorney’s fees) arising out of: 
 
(i) the production, sale, transportation or delivery of Products (except to the extent such damages,
  claims, demands, costs, liabilities, penalties, fines or expenses are due to the negligence or fault of
HAREKRISHNA), 
 

 
(ii) any breach by PRINCIPAL hereunder (including but not limited to the obligations set forth in
Paragraph 28(c) hereof), 
 
(iii) the negligence of PRINCIPAL in performing its obligations hereunder or the failure of PRINCIPAL
  to perform its obligations under nay sales contract entered into as a result of orders solicited by
HAREKRISHNA in accordance with the terms hereof, 
 
Without limiting the generality of the foregoing, PRINCIPAL agrees to indemnify and hold
HAREKRISHNA harmless from and against freight costs, quality claims, products liability claims
(excluding only those quality and products liability claims caused by HAREKRISHNA’s misrepresentation
of Product quality) and claims arising from releases of Products to the environment from vessels, other
transportation vehicles and storage facilities, except to the extent such damages, claims, demands, costs,
liabilities, penalties, fines or expenses are due to the negligence or fault of HAREKRISHNA. 
 

 
(b) HAREKRISHNA agrees to indemnify and hold PRINCIPAL harmless from and against all damages,
claims, demands, costs, liabilities, penalties, fines or expenses (including attorney’s fees) arising out of: 
 

 
(i) any breach by HAREKRISHNA hereunder (including but not limited to the obligations set forth in
Paragraph 28(c) hereof, 
 
  (ii) any misrepresentation of Product quality, or 
 
(iii) the negligence of HAREKRISHNA in performing its obligations hereunder; except in all cases to the
  extent such damages, claims, demands, costs, liabilities, penalties, fines or expenses are due to the
negligence or fault of PRINCIPAL. 
21. Force Majeure.
 
Neither party shall be liable to the other party for any delay in or failure to perform any obligation hereunder,
if such delay or failure is due, in whole or in part, to a cause or causes beyond the non-performing party’s reasonable
control, including without limitation (subject to the foregoing): acts of God, governmental intervention, mechanical
failure and strikes, lockouts or other labour disturbances. Strikes, lockouts or other labour disturbances shall be
deemed not to be within a party’s reasonable control. 
 
Upon the occurrence of an event of force majeure affecting PRINCIPAL’s ability to perform under one or
more sales contracts, PRINCIPAL agrees to discuss the long term implications of claiming force majeure under the
affected sales contract(s) with HAREKRISHNA prior to claiming force majeure under the affected sales
contract(s). 
 
22. Production/Supply Enhancements.
 
In the event PRINCIPAL or any of its Affiliates shall, from time to time, develop or obtain rights to fertilizer
products or services not listed in the then current Schedule “A” which it desires to sell to Customers in the Territory,
it shall first grant a right of refusal to HAREKRISHNA to sell such product as agent for PRINCIPAL on such terms
as may be mutually agreed to, consistent with the approach contained in this Agreement, however in no event shall
distribution or agency rights be granted to third parties without first providing HAREKRISHNA, in writing, the
option to accept such terms, as agreed to with the third party, which option shall be open for acceptance for no less
than thirty (30) days after receipt by HAREKRISHNA. Upon HAREKRISHNA receiving rights to distribute such
fertilizer products or services for PRINCIPAL, such fertilizer products or services shall be added to Schedule
“A” and thereby become Products. 
 
23. Direct Sales.
 
In consideration of HAREKRISHNA’s services hereunder, except for agreements currently existing
PRINCIPAL agrees to make no direct sales of Products to Customers. If PRINCIPAL receives any direct inquiries
from potential Customers regarding purchases of Product(s) from PRINCIPAL, PRINCIPAL shall refer such
inquiries to HAREKRISHNA. 
 
24. Other Markets.
 
The parties may, from time to time, mutually agree to permit HAREKRISHNA to sell Products to parties
outside of the Territory on such terms as may be agreed upon. 
 
25. Miscellaneous.
 
  (a) Successors and Assigns.
 
All the terms, covenants and conditions of this Agreement shall be binding upon, and insure to the benefit
of and be enforceable by, the parties hereto and their respective successors, heirs, executors and permitted
assigns. This Agreement and the rights and obligations of any party hereunder shall not be assignable
without the written consent of the other party hereto, which consent shall not be unreasonably withheld;
provided, however, it is understood that Affiliates of HAREKRISHNA may perform some of
HAREKRISHNA’s obligations hereunder without the prior written consent of PRINCIPAL. 
 
  (b) Relationship of the Parties.
 
The relationship of the parties shall be that of principal and agent with respect to the sale of Products and
related marketing activities. Nothing herein shall be deemed to expand the scope of the agency relationship
or the ability of either party to bind the other party except as specifically contemplated herein. Nothing in
this Agreement shall be construed to create a partnership of or joint venture between the parties. Both
parties agree that they will refrain from acting beyond the scope of the intended agency relationship. 
 
  (c) Compliance with Laws.
 
Each party agrees to comply with all laws, rules, regulations or ordinances which may be applicable to their
activities hereunder or which may be incident thereto. 
 
  (d) Notices.
 
Any notice required or permitted to be given under this Agreement shall be in writing and all notices and
payments to be made or given hereunder shall, and unless otherwise specifically provided in this
Agreement, be: 
 

 
(i) delivered personally (which for purposes of this Agreement shall include delivery by courier service)
to the office of the party to whom it is directed; 
 
  (ii) sent by registered mail, postage prepaid, return receipt requested, or 
 
  (iii) sent by telecopier or similar method of instantaneous electronic communication. 
 
All such notices or communication(s) shall be addressed to the party to whom directed at the address or to the
telecopier number specified. 

If to HAREKRISHNA HAREKRISHNA GREEN FISH FERTILIZERS AND CHEMICALS PRIVATE


   LIMITED
  NR CHIRRI PUL, BLD-E/G-3, KOPARLI ROAD, CHIRRI VALSAD, GUJARAT –
   396191
If to PRINCIPAL    M/S PARTH INDUSTRIES
  PLOT NO. 1640/4, GIDC, SARIGAM, NEAR PHANSA CHOKDI, KALGAM
   ROAD, SARIGAM - 396155 
Any party may, at any time, change its address and/or telecopier number for notice purposes hereunder by giving
notice of such change of address or number to all other parties in the manner specified in this Paragraph 28(d). 
 
Any such notice or other communication shall be deemed to have been delivered or given on the day of personal
delivery, to have been given on the fifth business day after being mailed in North America, or on the first business
day after being sent by telecopier or similar method of instantaneous electronic communication. In the event any
notice or communication is sent by mail, the party giving such notice shall on the same day send a copy of said
notice or communication by telecopier or similar instantaneous electronic communication. If any notice or
communication is given by telecopier or similar instantaneous electronic communication, the party giving such
notice shall on the same day send a copy of the notice or communication by mail. Where pursuant to this Paragraph
28(d), a notice or communication must be sent to more than one address, said notice or communication shall be
deemed delivered or given only on the first day it has been delivered or given to all addressees entitled to such
notice or communication. 
 
(e) Governing Laws.
 
This Agreement shall be governed, construed and interpreted in accordance with the laws of India.
 
(f) Headings.
 
The headings contained in this Agreement are for reference purposes only and shall not affect the meaning or
interpretation of this Agreement. 
 
(g) Waivers and Amendment.
 
This Agreement may be amended, superseded, cancelled, renewed or extended and its terms or covenants hereof
may be waived, only by a written instrument executed by the parties hereto or in the case of a waiver, by the party
waiving compliance. The failure of any party at any time or times to require performance of any provision hereof
shall in no manner affect its right at a later time to enforce the same. No waiver by any party of the breach of any
term or covenant contained in this Agreement in any one or more instances, shall be deemed to be, or construed as, a
further or continuing waiver of any breach, or a waiver of the breach of any other term or covenant contained herein.
The parties reserve the right by mutual written consent to amend, modify, supersede and cancel this Agreement or
waive the terms or conditions hereof, without the consent of any other person (natural or otherwise). 
 
(h) Severability.
 
The invalidity, illegality or unenforceability of any provision of this Agreement shall not affect the validity of the
remainder hereof unless the invalid, illegal or unenforceable provision is a fundamental term of this Agreement. 
 
(i) Entire Agreement.
 
This Agreement and Schedule A attached hereto set forth the entire understanding and agreement between the
parties hereto with respect to the subject matter hereof and supersede all prior agreements, arrangements and
understandings, written or oral, relating to the subject matter hereof. 
 
(j) Arbitration.
 
Any controversy or claim arising out of or under this Agreement or the breach thereof, shall be settled by arbitration
in accordance with the provisions of The Arbitration Act (India) as amended from time to time. 
 
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the day, month and
year first above written. 
 
HAREKRISHNA GREEN FISH FERTILIZERS AND CHEMICALS PVT. LTD.

By:  

By:  

M/S PARTH INDUSTRIES

By:    
By:  

SCHEDULE – A

DETAILS OF PRODUCT & IT’S CONSTITUENTS

Sr. No. Product Constituents

1 Mahabali Mix Humic, Amino & Folvic


2 Black Beauty Humic & Amino
3 Black Bull Amino & Seaweed
4 Green Fish MC Micronutrient Chelated
5 Ferrous EDTA 500 Ferrous EDTA
6 Red Boron 20% Boron 20%
7 Zink EDTA Zink EDTA
8 Big Bull Humic
9 Growth Feel Micronutrient & Amino
10 NPK Bio
11 Gold Protein Amino
12 Amino Liquid Amino 80%
13 Bhugol GA3
14 Sulphur 40% Sulphur
15 Magnesium 96% Magnesium
16 Green Fish FS Ferrous Sulphate

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