AGREEMENT FOR DISTRIBUTION

This Agreement for Distribution ('Agreement’) is made & executed at Delhi on this 1 st day of Decemebr
2023;

By and Between

M/s. BIO PRIMEBio Prime Agri Solutions Pvt Ltd, a company incorporated under the Companies
Act, 1956, having its registered office at at 2 nd Floor , Survey No 141/1 to 10/6B , Lagad Mala , Sinhgad
Road, Opposite Lokmat Office, Sinhgad Road, Pune 411041, Maharashtra , India . (hereinafter referred
to as “BIO PRIME” which expression shall, unless repugnant to the context or meaning thereof, be
deemed to mean and include its successors, affiliates, subsidiary and permitted assigns).

And

M/S GREEN AGREVOLUTION PVT LTD, (having CIN : U01122BR2012PTCO18117 ) &

PAN :AAECG6456H , a company incorporated under the Companies Act, 1956 and having its Registered
Office at MIG-33, Housing Colony, Lohiya Nagar, Kankarbagh, Patna 800020,hereinafter referred to
as ‘DISTRIBUTOR’ which term or expression shall, unless excluded by or repugnant to the context or
the meaning thereof,

1. Both DISTRIBUTOR and Seller, wherever the context so requires, shall individually be referred to as
“the Party” and collectively referred to as “Parties”;

WHEREAS:

1. BIO PRIME is a research driven Agricultural Biotech Company, inter alia, engaged in the business of
manufacturing and marketing of Agri Inputs but limited to Bio-stimulants, Bio Fertilizers, Crop Boosters and
is aware of the applicable Laws governing this business including Insecticides Act, 1968, Trade Marks Act,
Seeds Act, etc. BIO PRIME has obtained a valid Registration(s) from Registration Authorities for
manufacturing and sale of inter-alia certain Biological products as detailed in SCHEDULE – B (hereinafter
referred to as “Products”);

2. DISTRIBUTOR is engaged in the business of distribution of various agri-inputs viz. Pesticides, Fertilizers,
Specialty nutrient, seeds and has set up its own retail stores/outlets/service partners/franchise for B2B/B2C
business in the country for carrying on the business of retailing of agri-inputs, goods and services used by
farmers/ rural community;

3. Distributor intends to purchase Agri Inputs but limited to Bio-stimulants, Bio Fertilizers, Crop Boosters and
supply to his Retailers and Farmers in the States of Uttar Pradesh, Bihar, Maharashtra, Madhya Pradesh,
Gujarat, Andhra Pradesh, Telangana & Karnataka.

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 4. BIOPRIME represented to GAPL that the Products comply with all the applicable laws, Rules and
Regulations and all applicable taxes.

NOW THEREFORE THIS AGREEMENT WITNESSETH AND IT IS AGREED BY AND

BETWEEN THE PARTIES AS FOLLOWS:

1. OBJECTIVE & CONSIDERATION OF THIS AGREEMENT

It has been agreed between the Parties that Seller shall supply goods as required by DISTRIBUTOR and
DISTRIBUTOR shall make payment to Seller within 60 days credit period from the date of delivery. The
Distributor shall accept the delivery made as per the Purchase Order and as per agreed terms set out on
this Agreement. In case of any discrepancy, Distributor shall not be liable to accept the delivery.

2. TERMS OF ASSOCIATION:
i. It is agreed that this Agreement between the Parties shall be on a Principal-to-Principal basis. This
Agreement is exclusive for the Distributor and Seller shall not appoint any other distributor for the sale of
products in the operational market. None of the provisions of this Agreement shall be deemed to
constitute a joint venture or a partnership between the Parties hereto and no party shall have any authority
to bind the other or be deemed to be the agent of the other in any way. Seller will also not appoint any of
the sub-distributors of DeHaat as their distributor, nor shall Seller ask any of its other distributor to cater
and associates client in the same market as that of Distributor.
ii. Each Party agrees with the other that they assume the sole responsibility of adhering to all statutory
compliance at their own cost, if any, for undertaking their respective activity under this agreement which
includes but not limited to obtaining valid manufacturing, supply, sale Licenses etc. as may be applicable
from time to time.

3. AGREEMENT TERMS
i. This Agreement confirms the understanding between the Parties and shall become effective from the date
this agreement is executed and be valid for a period of 5 (Five) years, unless terminated as provided in
this Agreement.
ii. On the expiry of the aforesaid term, the parties shall have the option to renew this Agreement mutually.
Accordingly, the Parties may renew the term of this Agreement, for such further period(s) and on such
terms and conditions as may be mutually agreed between the parties.

4. PRODUCTS
a. The products offered by the Seller shall be based on the requirements indicated by DISTRIBUTOR &
based on the potential and financial feasibility of the market. DISTRIBUTOR shall decide the products to
be marketed through its own distribution system after taking necessary regulatory licenses and
registrations;
b. Seller shall ensure that the Products sold and delivered to Distributor in accordance with this Agreement
shall be:

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 (i) free from defects in workmanship and materials as of the date of delivery; and
(ii) conform to the specifications and quality standards in accordance with and in compliance of applicable
laws in force in India and industry standards.

Seller warrants that at the time of delivery of Products, to Distributor in accordance with this Agreement
it will have good and marketable title to all such Products that shall be duly transferred to Distributor.
Seller further agrees that any loss or damage that occurs to Distributor as a breach of the obligations
under this Clause shall be borne by Seller.

c. In case the Products supplied by the Seller to the Distributor under this Agreement doesn’t yield then
seller shall compensate to the Distributor amount equivalent to the amount claimed by the farmers.

5. QUALITY AND LEGAL COMPLIANCE

i. The Seller represents that it has a valid manufacturing and marketing permission /license to sell/supply
products to DISTRIBUTOR under this Agreement. The Seller shall provide the Distributor with all
necessary licenses, documents, approvals and registrations as requested by the Distributor for replying to
any Government Authority in case any complaint is received by the Distributor;

ii. All licenses required for manufacturing & sales are taken by Seller and all expenses to obtain those
licenses for the same are borne by the Seller;

iii. DISTRIBUTOR shall procure and maintain all licenses and permissions necessary and prescribed by law
or by any competent authority in the states where DISTRIBUTOR has operation for storage and sale of
Seller’s products at their own cost.. The license wherever applicable for the Seller’s Product will be in the
name of the Seller and the Seller will issue Copies ” to DISTRIBUTOR for carrying out the sales
activities in respective states during this Agreement period. The responsibilities pertaining to license and
permits in various states where DISTRIBUTOR is operating in their own brand names will entirely be
that of DISTRIBUTOR and no liability whatsoever will be attached to Seller.

iv. However specific issues falling in the mutual domain of DISTRIBUTOR and Seller can be resolved to
mutual satisfaction through consultations on case to case basis DISTRIBUTOR shall communicate to
Seller within 30 days of complaints, if any received from the consumers, in writing OR through Email,
with regard to quality of the Products to enable Seller to redress such complaints. Seller shall take all
necessary steps for resolving/redressal of all claims received with regard to the quality of the Products
supplied by it, even if such claim is received after termination of this Agreement. DISTRIBUTOR may, at
its discretion for the purpose, provide such reasonable assistance to the Seller in the manner it deems fit;

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 v. Seller shall indemnify and keep Distributor and its employees / Directors indemnified against all costs,
claims, charges, expenses, penalties etc. including any compensation payable due to non-adherence of this
agreement or non-compliance with applicable laws by defaulting party or by the result of any litigation.
Expenditure/compensation incurred thereon shall be borne by defaulting party.

6. TECHNICAL SUPPORT

Seller shall provide all necessary support to DISTRIBUTOR in selling the Product(s). The support
provided shall be in the form of brochures, study materials, product training, technical workshops,
Product sample and any other form as may be required for effective sales and marketing of the products.

7. LOGISTICS:

i. DISTRIBUTOR shall place written purchase order/ indent for supply of products to the Seller.

ii. The Purchase Order/ indent shall include details such as without any limitation product name,
specification packing Unit, Number of Package, Type of Packing, Name, Address and Contact Number of
DISTRIBUTOR Retail outlets etc. Seller shall dispatch the material to DISTRIBUTOR retail outlet on
freight paid basis along with all the relevant documents pertaining to the Products. The Parties agree that
in a situation Seller is not able to fulfil delivery of all Products in a Purchase Order, Seller shall be
entitled to perform partial delivery of such Purchase Order, subject to written consent of the Distributor.

iii. DISTRIBUTOR’s Purchase Order/ indent should provide a lead time of7 days for the Seller from its
receipt date for supply of the products. Delivery time from Plant/State depots to Retail Points will be
mutually decided based on weight and volumes of the consignment, availability of transport facilities and
cost parameters for part load consignments.

iv. Seller shall provide, vehicle, driver, and consignment details to DISTRIBUTOR;

v. DISTRIBUTOR should provide Seller with their GST registration details and Seller shall dispatch
material to DISTRIBUTOR stores by generating from its Factory / go-down premises on fright paid basis.

8. COMMERCIAL TERMS AND CONDITION

i. Price: Prices offered and agreed mutually shall have validity as shall be communicated through
pricelist/Circular mail time to time. Seller may revise the offer price anytime due to variation in market
price of various inputs, logistics and statutory regulations or for any other reason which are beyond the
control of Seller. Seller will inform DISTRIBUTOR in writing of all such cases for revision.

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ii. Payments: that payment shall be made within 60 days by the DISTRIBUTOR. Cash discount will be
applicable as mutually agreed between the Parties in case of early payments. In case of discrepancy in
invoice submitted by the Supplier, Distributor shall have the right to contest the disputed amount and
make payment only against the undisputed invoice amount. In case of delay of payment an interest @18%
p.a. shall be charged after expiry of15 days grace period calculated from 61 st day from the date of
delivery.

In case of non-payment of invoice amount within the agreed upon period of time, the Seller shall retain
the right to retain possession of the Products until full payment has been received. The Distributor shall
not have the right to use, sell, transfer, or dispose of the products until full payment has been received by
the seller. The Distributor shall be responsible for all costs and expenses incurred by the seller in retaining
possession of the products, including but not limited to storage and insurance costs. If the Distributor fails
to make full payment within [number of days] days of the due date, the seller shall have the right to
terminate the agreement and sell the products to recover the outstanding amount. Any proceeds from the
sale of the products shall be applied first to the outstanding amount owed by the Distributor, and any
remaining proceeds shall be paid to the Distributor. This clause shall survive the termination of the
agreement and shall be binding upon the parties, their successors, and assigns.

iii. GOODS RETURNS: Allowed up to 10% of the stock received with freight. Any additional sales return
over and above the said 10% shall be allowed only within 45 days. Seller agrees that it shall accept return
of specific Products without limit, without regard to the remaining dating and without authorization, if
such return request is raised by Distributor within 60 (sixty) Business Days of the date of delivery for the
relevant Products, under the following circumstances:
A. Products discontinued by Seller to the extent the then-current Product inventory is not sold within 30
(thirty) of discontinuation;
B. if the shelf life of a Product is less than 30% to be calculated from the receipt of such Products by
Distributor and;
C. Products that are in breach of clause 4.1 of this Agreement;

iv. PRODUCTS AND BRAND NAMES: As per Annexure 1.

9. CONFIDENTIALITY:
The terms and condition of this Agreement, and the information exchanged between both the parties
during the course of the Agreement shall be deemed confidential (“Confidential Information”) whether
marked as “Confidential” or not, except for the information which:

(a) is publicly available or becomes publicly available through no action or fault of the Distributor;
(b) was already in the Distributor’s possession or known to the Distributor prior to being disclosed or
provided to the Distributor by or on behalf of the Seller; provided that the source of such information or

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 material was not bound by a contractual, legal or fiduciary obligation of confidentiality to the Seller or
any other party with respect thereto;
(c) was or is obtained by the Distributor from a third party; provided that such third party was not bound by a
contractual, legal or fiduciary obligation of confidentiality to the Company or any other party with respect
to such information or material; or
(d) is independently developed by the Distributor without reference to the Confidential Information.

The Confidential Information shall be kept secret and confidential by the Parties hereto and the same shall
not be divulged to any third party unless otherwise permitted by the source/author of information in
writing.

10. GOVERNING LAWS

This Agreement shall be constructed, governed, and enforced in accordance with the laws of India, any
dispute shall be settled by the courts of New Delhi only.

11. OWNERSHIP OF TECHNOLOGY & TRADEMARK

Save as otherwise permitted under this Agreement, Parties shall not use Intellectual Property of the Other
Party in any manner, whatsoever, without prior written permission of the Party owning the Intellectual
Property. The Parties hereby agrees and acknowledges that nothing in this Agreement shall operate to
grant or confer to or be construed as granting or conferring upon them nor shall the Parties acquire or
obtain any right, claim or interest (whether as a user, proprietor, licensee or otherwise), in or in relation to
any of the Intellectual Property of the Other Party, whether registered or not. The Parties agrees that it
shall not, in any manner, represent that it has any ownership or interest in or to any of the Intellectual
Property of the Other Party and hereby expressly waives any future rights or claims in respect thereof,
whatsoever.

12. FORCE MAJEURE

i. Neither Party shall be responsible for the failure to perform any obligation otherwise due under this
Agreement as a result of any event beyond the reasonable control of such Party and which could not have
been foreseen due to any enactment of Laws, or as a result of events, such as war, acts of public enemies,
terrorism, fires, floods, epidemic/ pandemic, acts of God, strikes (being only national or regional strikes)
or any causes beyond the reasonable control of such Party.

ii. Notwithstanding the above, the Party so prevented from performing its obligations under this Agreement
due to a force majeure event shall immediately inform the other Party of the occurrence of such event and
shall make best efforts to alleviate the effects of such force majeure event by any actions that may be
reasonably possible If the force Majeure situation continues to prevent or delay performance of the Seller
beyond 6 months then DISTRIBUTOR shall have the option of terminating this Agreement.

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 13. SUPERSESSION OF OTHER AGREEMENTS
There are no representations, terms, conditions, or obligations oral or written, express or implied, other
than those contained herein. This Agreement embodies the entire understanding, in respect of the
transactions contemplated herein, between the parties and supersedes all previous agreements,
understandings, negotiations on the subject matter.

14. TERMINATION
i. Either Party may terminate this Agreement on happening of all or any of the following events:
a. By mutual consent
b. by efflux of time

ii. By a written notice of 90 days from one party to another Party expressing its intent of termination of this
Agreement. all monetary obligations, if any, under this Agreement shall be mutually settled within a
period of one month from the date of expiry/termination of this Agreement.
iii. However, termination of the Agreement, would not absolve the Parties, their rights and obligations arising
prior to the termination of the Agreement of which may arise even after the termination of this Agreement
in respect of the transaction that took place prior the termination.
iv. Upon termination all the unsold Products if any will be taken back by Seller at its own cost.

15. NOTICE

Any notice or communication to be given or sent by either party to the other shall be as under:

For SELLER For DISTRIBUTOR

Business Manager

Green Agrevolution Pvt. Ltd.

Near MIG 33, Housing Colony, Lohiya Nagar,

Kankarbagh, Patna 800020

Or such other addresses as may be intimated in writing by either party to the other and shall be binding.
Any such notice or request shall be deemed to have been duly received at the time upon delivery (if
delivered by hand) or upon actual receipt (if given by email or courier or speed post).

16. SEVERABILITY

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 This Agreement is subject to the restrictions, limitations, terms and conditions of all applicable
governmental regulations, approvals, and clearances. If any term or provision of this Agreement shall for
any reason be held invalid illegal or unenforceable in any respect, such invalidity, illegality, or
unenforceability shall not affect any other term or provision to the extent same shall have been held to
invalid, illegal or unenforceable, had never been contained herein.

17. AMENDMENT

This Agreement may not be released, discharged, amended, or modified in any manner except by an
instrument in writing, making specific reference to this Agreement, and signed duly by authorized
representatives of both parties.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date, month,
and year first above written.

FOR CRYSTAL CROP PROTECTION FOR GREEN AGREVOLUTION PVT.

LTD . LTD.

Mr. Devendra Joshi Mr.

Designation: Legal Head Designation

Witness Witness

ANNEXURE-I

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