Agreement
Agreement
Agreement
StampPaper)
UNDERTAKING
Date: Signature:
Place: DEPONENT
FullName:
Designatio
nStamp:
(Affidavit/Undertakingmustbeon100Rs.StampPaper)
VERIFICATION:
DEPONENT
Witnessedb
y:
1.
(Signature&Nae)
2.
(Signature&Nae) NotaryPublic
O
f
f
i
c
e
S
e
a
l
(Affidavit/Undertakingmustbeon100Rs.StampPaper)
Agreement
This agreement is executed on this ………day of …….. 2020.. at ......... and is effective from date of signing of those
agreement {hereinafter referred to as Effective Date} by
and
between
CSC e-Governance Services India Limited, a Company incorporated under the Companies Act 1956, having its
registered Office at Electronics Niketan, 4th Floor, DIT, 6, CGO Complex, Lodhi Road, New Delhi-110003
through its Shri Gaurav Kumar Choudhary Authorized signatory(hereinafter referred to as “CSC SPV”), Party
of the First Part,
AND
I am……………………….…… S/o……….………………………Resident of ..................................................................................... and
having its CSC Id ......................................................... and full details in Annexure I attached is a Village level
Entrepreneur
(Affidavit/Undertakingmustbeon100Rs.StampPaper)
and includes it legal heirs , Successors , Nominees , Administrator and Assigns and is in the business of supply
of e- governance, B2C and G2C services as Common Service Centre registered under CSC Scheme and
monitored by CSC e-Governance Services India Limited in .......................................... District, Address
of……………………….. is ADDRESS… ..................................................... , (here in after referred to as “Sub-Dealer”)Party
of the Second Part.
Each person is individually referred to as “Party” hereto and collectively the “Parties”.
AND WHEREAS
CSC e-Governance Services India Ltd has entered into agreement with various manufacturers or
OEMs for Sale and supply of E Vehicles and Charging Station in India as part of Rural e-Mobility
initiative.
VLE Name…………..….is having its Common Service Centre registered under CSC Scheme monitored by
CSC SPV (hereinafter referred to as CSC) at his place of business
…………………at CSC Center.
And whereas the VLE has agreed to work as Stockiest of E -Vehicles such as E - rickshaw, E- Bikes, E-
Cars, Charging Stations etc in the e- mobility space from Manufacturers and agreed to maintain stock
of all goods and sale or supply to persons / citizens in India and have agreed to work as Sub dealer
for E Vehicles and facilitated by the CSC SPV.
Party of Second Part has approached to the Party of the First Part to work as Sub dealer for E
Vehicles and other related supply/services of manufacturers of e Vehicles through platform provided
and facilitated by the party of First Part.
1. APPOINTMENT OF DEALER
CSC SPV/OEM hereby appoints the DEALER as its exclusive AUTHORIZED DEALER at ........................................................... ,
India, the expression DEALER shall mean and include its agents, sub agents, employees and
persons acting under and authorized by the DEALER, for retail sale of the PRODUCTS on the terms and
conditions mutually agreed and covenanted herein and the DEALER hereby accepts such
appointment and agrees to undertake the responsibilities and obligations hereunder.Dealer shallsell,
service and market CSC SPV/OEM products in ……………………. (City) of ………………….….. (State)
only,hereinafter referred to as ‘Territory’.
To induce CSC SPV/OEM to enter into this Agreement, the DEALER represents and warrants to CSC
SPV/OEM thatthe DEALER is:
b) sufficiently knowledgeable in the PRODUCTS, sales and after sales services thereof;
c) has the necessary financial and other resources for carrying out the proposed business;
d) There is no legal impediment, or injunction, or other adverse order or legal prohibition inthe
DEALER carrying out the proposed business of sale of the PRODUCTS.
The DEALER agrees that notwithstanding anything contained in this Agreement, CSC SPV/OEM
shall have the sole discretion to market, sell and carry out after sale services of the PRODUCTS
directlyor through any other dealer, in the same area and locality as the DEALER and at all other
locationsas CSC SPV/OEM deem expedient.
The Dealer shall not export out of India nor shall cause or permit any third party to export the
Products or the Parts. The Dealer shall not sell any Product outside the Territory.
The Dealer shall be solely responsible for handling its affairs and meeting all expense which may be
incurred by it in performing the work in connection with the dealership of the Products and the
(Affidavit/Undertakingmustbeon100Rs.StampPaper)
Parts under this agreement. Dealer shall not directly or indirectly entrust or delegate or assign
thesame in any manner, whatsoever, to any third person.
The Dealer agrees to use its best efforts in the marketing and selling the Products and the Parts of CSC
SPV/OEM under this Agreement.
The Dealer undertakes to maintain protocol of CSC SPV/OEM branded dealership premises for
CSC SPV/OEM products with an obligation to disclose in writing or his existing single/multi-brand
showrooms. The dealer shall only exhibit, market and sell the CSC SPV/OEM products from
such CSC SPV/OEM branded premises and shall not either directly or indirectly exhibit, market
and sell any competitive product(s) fromsuch CSC SPV/OEM branded premises.
Dealer, shall disclose his interest or interest of his relative or his associate/ Affiliate or any other
person having business of Competing Brand from different premises. For such dealer willing
to open dealerships of any competing brand post the execution of this agreement, will
mutually agree with CSC SPV/OEM by taking a NOC before taking up dealership of competing
brand along with CSC SPV/OEMbrand.
CSC SPV/OEM will supply to the DEALER all the relevant data, guidelines and other
informationto effectuate the purpose of the Agreement.
2. ACCEPTANCE OF APPOINTMENT
The DEALER hereby accepts appointment as an AUTHORIZED DEALER of CSC SPV/OEM for retail
sale of the PRODUCTS and SPARE PARTS and provides After Sales Services on the terms and
conditionsprovided for in this Agreement.
The Dealer is mandated to follow the company guidelines on software interventions including
adherence to Dealer management systems in order to drive processes and allow Dealer to build
controls at their dealership.
Further, the company will time to time will come up with interventions to support the lead
generation and customer engagement.
The DEALER is expected to build capabilities in order to have the specialization of the PRODUCTS of
CSC SPV/OEM so that the after sale service could be given to the customers as per CSC SPV/OEM
standards andquality.
The DEALER shall render prompt and efficient after — sale service for the PRODUCTS as per the
guidelines issued by CSC SPV/OEM from time to time.
the showroom suitable for display, storage, sale and service of the PRODUCTS as per the
satisfaction and specifications of CSC SPV/OEM and shall not alter or shift in any manner the
showroomwithout prior written approval of CSC SPV/OEM.
to provide adequately trained staff for marketing and sale of the CSC SPV/OEM PRODUCTS
and all necessary mechanical and engineering infrastructure and skilled manpower to carry
out repairs, replacement and after — sale service of the PRODUCTS, as per the specification of
CSC SPV/OEM. The establishment of the DEALER and the infrastructure therein shall be
subject toperiodical inspection by CSC SPV/OEM.
(Affidavit/Undertakingmustbeon100Rs.StampPaper)
The DEALER shall maintain and display adequate sign boards in order to identify itself as
AUTHORIZED DEALER of the PRODUCTS of CSC SPV/OEM. Each sign shall be of good
appearances, in aprominent and appropriate location and shall be subject to prior approval of CSC
SPV/OEM for such display.
The DEALER shall furnish to CSC SPV/OEM, in formats prescribed by CSC SPV/OEM, detailed
statement of its financial status and its business activity including Secondary Sales reports
and or such otherreports/statements CSC SPV/OEM may ask for, from time to time.
The DEALER shall, at its own cost, maintain a stock of the PRODUCTS and spare parts thereof, as is
deemed adequate by CSC SPV/OEM for effective sale, after sale service and repairs of the
PRODUCTS, tobe carried out as per the guidelines issued by CSC SPV/OEM from time to time.
The DEALER shall at all-time keep available, in good conditions, adequate number of all models of
PRODUCTS for purpose of demonstration to potential customers.
The DEALER shall at all-time keep available sufficient inventory of all the PARTS pertaining to the
current models and in particular for all the service recommended parts.
The DEALER shall, to the satisfaction of CSC SPV/OEM, set up an efficient, effective and speedy
mechanism (within 48 hours) for receipt and disposal of complaints against the PRODUCTS
and queries regarding sale, service spare parts and repairs of the PRODUCTS which will be
inspected by CSC SPV/OEM’sauthorized representatives at regular intervals.
The DEALER shall utilize such spare parts only for servicing repair or replacement as are supplied by
CSC SPV/OEM or so authorized for the said use by CSC SPV/OEM. The DEALER shall not sell
duplicate or spuriousSpare Parts.
The DEALER shall always conduct its business with integrity and with good business sense and
shall not in any situation act in any manner detrimental to the interests and goodwill of CSC
SPV/OEM.
The DEALER shall, at its own expense initiate marketing activities to advertise the PRODUCTS.
However, the advertisement campaign carried out, undertaken or authorized by the DEALER
for the PRODUCTS, shall be subject to prior approval of CSC SPV/OEM in writing and in case the
advertisement is released without the consent of CSC SPV/OEM, the DEALER will be held
responsible for any brand image loss suffered by CSC SPV/OEM due to such release. The
DEALER shall indemnify and keep CSC SPV/OEM indemnified against any such loss caused to
CSC SPV/OEM due to such advertisement.
The DEALER shall permit the authorized representative of CSC SPV/OEM, at all reasonable times, to
inspect its showroom, stocks, books of accounts. The DEALER shall preserve all records for at
least three
(3) preceding years and the records of the DEALER may be examined and audited by authorized
representative of CSC SPV/OEM at such intervals as may be deemed fit by CSC SPV/OEM.
The DEALER shall keep confidential all information, proprietary or otherwise, technical, financial or
otherwise received by the DEALER from CSC SPV/OEM under this Agreement and shall not
disclose the same to anyone, save as necessary to execute this Agreement. The DEALER
shall adopt and implement security procedures acceptable to CSC SPV/OEM for determining
the persons to whom such information is authorized to be disclosed based upon such person's
need to know the same for the purpose of fulfilling his responsibilities in relation to the
Agreement. Confidential and trade secret information shall remain the property of CSC
SPV/OEM and shall be returned to CSC SPV/OEM upon termination of this Agreement in the
manner prescribed by CSC SPV/OEM. The DEALER hereby undertakes and agrees not to retain
and make any copies of the entrusted confidential information.
The provisions of this clause shall survive the termination/expiration of this Agreement.
(Affidavit/Undertakingmustbeon100Rs.StampPaper)
For OEM branded outlet, the Dealer shall get the Showroom / workshop approved by CSC SPV/OEM in
terms of size, display facilities, the CSC SPV/OEM Products, Brand image, Product
identification Signs,equipment and all other facilities.
The Dealer shall appropriately display CSC SPV/OEM signage's (internal and external) by using CSC
SPV/OEM brand, at its showroom facility. On execution of this Agreement, the Dealer shall
forthwith remove all signage, shingles, posters, name cards and any other advertising material
currently displayed at its showroom facility, with immediate effect. It is agreed that any
investment for the new brandingand signage etc. at City level shall be paid and borne by dealer
himself. All advertisement and marketing cost at Company level shall be done by CSC SPV/OEM
at its cost.
The Dealer may appoint sub-dealer, stockist and spare parts dealer, authorized service centre for sale
or service of Products, Spare parts, dealer-cum-authorized service station for sale, service of the
CSC SPV/OEM Products and Parts with the prior written consent of the CSC SPV/OEM,
within the territory. Further, the term of sub –dealer/ Stockist and spare parts dealer,
authorized service centre shallbe valid till the term of this agreement.
In case of termination of this Agreement, the Dealer shall be obliged to provide after sales serviceand to
continue to cater to the requirements and requests of the customers of CSC SPV/OEM Products
till04 (four) months from the date of termination.
The Dealer shall participate in all the schemes launched by CSC SPV/OEM and take adequate
measures tomake the scheme successful. Incentives (subsidy) to be passed to the dealer on
monthly basis after receiving all requiredcorrect documents of the scheme.
Any breach hereof by the DEALER or its employees, agents or those acting under the authorization from
the DEALER shall constitute a material breach of clause 5.14, except to the extent that such
information is publicly available, previously known to the DEALER from other sources if
rightfullyobtained by such other resources, or disclosures as required by applicable law, or court.
The DEALER will carry out all promotional and advertising activity of the PRODUCTS with prior
written approval of CSC SPV/OEM. The DEALER further undertakes not to offer any promotional
schemes or awards to promote sales, without prior written approval of CSC SPV/OEM. The
DEALER undertakes to ensure that all promotional and advertising schemes are in conformity
with all applicable laws andthe PARTIES agree that any action, claim, damages arising out of or in
connection with the breach of this clause shall be borne absolutely and solely by the DEALER.
The Dealer will ensure that no promotional and advertisement activity shall be done to harm
the business interests of CSC SPV/OEM orthe business Interest of co-dealer in the same location
if any.
The DEALER shall notify CSC SPV/OEM immediately of any threatened or any actual legal action
againstCSC SPV/OEM or the DEALER regarding the PRODUCTS and this Agreement.
The DEALER shall comply with all applicable central, and local laws, ordinances, and regulations in
connection with the DEALER'S performance of this Agreement.
The DEALER shall obtain all licenses, permits, registrations, government approvals, sales tax,
value added tax, excise duties, service tax, GST any and all other licenses required by the DEALER
for performance of this Agreement.
The DEALER shall regularly submit all the statutory forms issued under different Acts, returns and
approvals which may be required and asked for by CSC SPV/OEM without any delay and failure.
In case of any delay or failure by the DEALER in depositing the forms, returns etc. as may be
required by CSC SPV/OEM within the specified time, then CSC SPV/OEM reserves the right to
levy fine, penalty of such amountas it may deem fit and proper.
CSC SPV/OEM may from time to time require the DEALER to carry out customer satisfaction
surveys as decided by CSC SPV/OEM, the cost thereof, if any, will be borne by the DEALER.
(Affidavit/Undertakingmustbeon100Rs.StampPaper)
The DEALER shall, if so desired by CSC SPV/OEM, make alterations, modifications and install
such machines, furniture, fixture and air-conditioning equipment, introduce customer care
hardware, software including computers, operating system etc. as required and mutually
agreed upon, thecost of such alterations, renovation shall be borne exclusively by the DEALER.
The PRODUCTS will be sold at the SHOWROOM by the DEALER and it is clarified:
That the DEALER shall not have any authority to store, sell or transfer or in any waydispose of
the PRODUCTS except as provided in the Agreement,
That CSC SPV/OEM shall not be liable for any loss, pilferage or damage to the PRODUCTS stored
and sold at the SHOWROOM. It shall be the entire responsibility of the DEALER.
5.30.3 That it shall be the responsibility of the DEALER to effect the sales through proper
invoices detailing the material particulars of the PRODUCTS. The DEALER shall keep CSC
SPV/OEM indemnified against claims regarding unauthorized PRODUCTS sold or alleged to
have been sold from the DEALER'S SHOW ROOM, being raised against CSC SPV/OEM by any third
party.
The specifications of work, conduct, requirements, standards and operating procedures will be
specified and communicated to the DEALER by CSC SPV/OEM from time to time.
The DEALER shall recruit and employee the dedicated and required skilled manpower as per theCSC
SPV/OEM requirement to run the part operation and should also ensure to retain and
maintain theskilled manpower at all times.
The Dealer shall have a computer with internet connection, as all the communication will be done
through e-mail's. In case of any discrepancy/loss which may arise due to lack of communication
shall be borne by the Dealer.
5. NOT AUTHORIZED FOR WHOLESALE OR EXPORT
The DEALER understands and acknowledges that in terms of this Agreement the DEALER is
authorized for retail sale of the PRODUCTS and SPARE PARTS to the customers/end users only. The
DEALER is not authorized for wholesale of the PRODUCTS and SPARE PARTS or sale of the
PRODUCTS and SPARE PARTS to sub dealers without executing agreement as per CSC SPV/OEM
guidelines.The DEALER is not authorized to sell the PRODUCTS and SPARE PARTS to brokers (multi
brand outlets) under any circumstances. The DEALER is not authorized for export of the PRODUCTS
underany circumstances directly or indirectly.
The DEALER undertakes to strictly comply with any laws and regulations, national or international, on
security trade control applicable to it in pursuing its activity in any way under this Agreement, and
specifically undertakes NOT to:
(a) Use the Item for the purpose of developing, manufacturing, using or storing any weapon of
any magnitude.
(b) Use the Item for the purpose of developing, manufacturing or using any conventional
weapon.
(c) Supply the Item to any person who intends to use the Item for any of the purpose
described in the above sections (a) and (b).
(d) Supply the Item to any person who is engaged in, or who intends to engage in, any illegal
and/or criminal activity.
(e) Supply the Item to any Armed Force without a prior written consent of CSC SPV/OEM For
the sole purpose of this Clause, if the DEALER becomes aware that Items have been
supplied or transferred whether directly or indirectly, to any such person or country
described in the above sub clause(c), (d) and/or (e), the DEALER agrees to immediately
notify CSC SPV/OEM andcomply with the instructions of CSC SPV/OEM.
(Affidavit/Undertakingmustbeon100Rs.StampPaper)
In case of any breach by the DEALER of any of its undertakings or agreements under this Clause, CSC
SPV/OEM may terminate this Agreement at any time, immediately effective upon a written notice to the
DEALER,and without incurring any obligation whatsoever.
"Item" shall mean PRODUCTS, SPARE PARTS, and any other commodities, technology and software
supplied to the DEALER under or in connection with this Agreement by CSC SPV/OEM, and
"Armed Force" shall mean armed forces in any kind, government-sponsored or not, including without
limitation, army, navy, air force, coast guard and police.
This Clause 7 shall survive after the expiration or termination of this Agreement
The DEALER shall, in a format prescribed by CSC SPV/OEM or via Dealer Management System, when
madeavailable, will submit to CSC SPV/OEM of estimated requirements of the PRODUCTS for the
month as part ofthe forecasting for the month.
CSC SPV/OEM, at its sole discretion, has a right to accept or reject the orders without assigning any
reasons,or incurring any liability whatsoever.
Every order placed by the DEALER shall be accompanied by a Demand Draft or RTGS with UTR
confirmation, to CSC SPV/OEM inclusive of all taxes as payable, of the ordered PRODUCTS, as
intimated by CSC SPV/OEM from time to time without incurring any interest liability in advance
unless there is a MarketingScheme which entitles him to seek reduction on his payment obligation.
CSC SPV/OEM shall make all reasonable efforts to fulfill the orders accepted. However,
notwithstanding anything contained herein, CSC SPV/OEM shall not be liable for failure to
execute order, fully or in part, orany delay there in owing to:
Labour disputes or production difficulty of CSC SPV/OEM PLANT or plant of any of its
suppliers/vendors.
Any cause beyond the control of CSC SPV/OEM, including Act of God or that of any law,
rule,regulation or Government or statutory policy
Any other reason, which CSC SPV/OEM finds not in the interest of CSC SPV/OEM in market place.
CSC SPV/OEM will via its Sales Bulletin and Service Bulletin communicate the Pricing and After
Sales processes. However, CSC SPV/OEM expects its DEALER to maintain standard
checklist of charges for handling, RTO, insurance over and above the Ex-Showroom Price for
customer to ascertain On-Roadprice for CSC SPV/OEM products.
The said price effective and payable by the DEALER for a particular order shall be the price as
effective on the date of issuance of invoice by CSC SPV/OEM.
For onward pricing to the Customer, the DEALER is advised not to practice any discriminatory pricing to
under-cut against another DEALER of CSC SPV/OEM products and neither charge a price
exceeding the Ex- showroom Price that may exist on the day of billing to such customer. Any
institutional sales willrequire CSC SPV/OEM’s approval.
CSC SPV/OEM will take strict action against any DEALER found overcharging its customer over and above
thedeclared Ex-showroom price and standard charges as apply over and above the Ex-showroom
price. CSC SPV/OEM will at no way be held responsible for such acts and will be forced to support
the end Customerin case any complaint is brought to its notice from such disgruntled customer(s).
Dispatch of PRODUCTS to the DEALER shall be made by CSC SPV/OEM either from its depot(s) or
PLANT(S).
(Affidavit/Undertakingmustbeon100Rs.StampPaper)
CSC SPV/OEM will only dispatch the PRODUCTS to the DEALER at the address registered with CSC
SPV/OEM and notat any other address.
The ownership in Products and Spare parts invoiced by CSC SPV/OEM will pass to DEALER on
delivery of goods at DEALER’s location since terms of supply are FOR and in no case can such
DEALER refuse unloading of products and spare parts billed to him. Any delay in unloading shall
entail that DEALERis asked to bear such detention charges. The DEALER shall follow the SOP
for maintenance and upkeep of the Products as communicated from time to time by CSC
SPV/OEM.
In case of any emergency order made by the DEALER, the freight for such emergency order shall be paid
by the DEALER itself even though terms of supply being FOR and CSC SPV/OEM shall not be
responsiblefor the payment of freight on such orders.
The DEALER is expected to make 100% payment towards his Sales order for Vehicles and SpareParts
before dispatch as adjusted by any marketing scheme which CSC SPV/OEM may offer as part
of itsMarketing schemes.
In any case, CSC SPV/OEM extends credit to dealer due to institutional sale directly agreed by CSC
SPV/OEM, the DEALER shall adher to such back to back payment terms. On any receipt from
such institutional customer, the DEALER is expected to promptly remit the amount in next
24 hours of the bank working day to CSC SPV/OEM without seeking set off against any credit
pending to be realized from CSC SPV/OEM wrt. any other transaction. Any delay in remitting
such payment will entail an interest liability on the
DEALER at the rate of Sixteen percent per annum (@16% p.a. or as decided by CSC SPV/OEM from time
totime).
Notwithstanding anything contained herein, the DEALER shall pay all demurrage and other charges in
connection with dispatch of all the PRODUCTS including all charges for getting the
PRODUCTS insured for transit. The DEALER agrees that CSC SPV/OEM shall be the
beneficiary under the transit insurance policy. In case the DEALER refuses to accept delivery
of the PRODUCTS for any reasons whatsoever, the DEALER shall return the PRODUCTS, to the
place from where the PRODUCTS weredispatched, at its own cost under transit insurance, within
seven (7) days from the refusal to accept the PRODUCTS, with due written approval from CSC
SPV/OEM. The PARTIES agree that the obligation of theDEALER to return the PRODUCTS to CSC
SPV/OEM is in addition to and without prejudice to other remedies available to CSC SPV/OEM
under the law.
The DEALER represents and warrants that the PRODUCTS ordered by the DEALER are for sale in the
ordinary course of business and the DEALER has complied with all legal pre requisites for such
sales. Such representation shall form part of each order placed with CSC SPV/OEM by the
DEALER.
The DEALER shall provide for adequate capital funds, lines of credit and net worth sufficient to fulfill its
obligations under the Agreement, as per the guidelines established by CSC SPV/OEM and
communicatedto the DEALER from time to time.
CSC SPV/OEM may, in its sole and absolute discretion, require the DEALER to furnish an advance
towards brand usage for the agreed value and the DEALER shall furnish such fee in the form of a
security to CSC SPV/OEM on the terms and conditions to be mutually agreed by the PARTIES
(referred herein as brandfee). CSC SPV/OEM shall have the lien on the said fee with the right
to adjust the same on the dues to be recovered from the DEALER with intimation to the DEALER
in writing.
The value of such Brand fee is INR 200,000 (Two lacs only) and is in lieu of Trade Advance which acts
as a collateral to the Brand usage “OEM” at the dealership of CSC SPV/OEM.
(Affidavit/Undertakingmustbeon100Rs.StampPaper)
OPERATION
Workshop
setup
The complete service workshop of the DEALER shall be as per CSC SPV/OEM's visual identity manual.
The DEALER agrees to purchase and provide to its service personal all tools and equipment, as
prescribed by CSC SPV/OEM, that may be necessary to adequately and properly service the
products.
Service operation
The DEALER shall establish and maintain quality service operations as recommended by CSC
SPV/OEM for the Products at Dealer's Service Centre which will comply with all standards
established by CSC SPV/OEM.The DEALER will provide to customers such general service and
repair as may be necessary. Anyand all service labour charges therefore shall be reasonable
and consistent with the schedule prescribed by CSC SPV/OEM
The DEALER agrees to provide service to all customers who have purchased CSC SPV/OEM
PRODUCTS,regardless of the DEALER from whom the PRODUCT was purchased.
The DEALER agrees that its operations shall be conducted in the normal course of business during
usual business hours. The DEALER also agrees to display the details on business hours,
holidaydetails, contact number of Manager / RSE / Supervisor prominently at the service station.
DEALER shall have requisite appraisal system in place to benchmark the caliber and competence of its
staff. Complaints against any staff of the DEALER attributable to professional incompetence, dis-
courteous behavior etc.,thereby jeopardizing CSC SPV/OEM goodwill shall be treated as an
event of defaultunder this Agreement.
The Dealer shall efficiently perform any repair or maintenance or Service which may be required for the
Products, whether sold by the Dealer or not, at charges which are fair and reasonable and not in
excess of Maximum Recommended Service Charges prescribed by the CSC SPV/OEM from time to
time. The Dealer shall however be free to charge below the maximum Recommended Service
Charges.
The Dealer shall perform, without labour charges, the schedule of free service as may be stipulatedby the
CSC SPV/OEM from time to time for each and every Product sold. Every such Free service coupon
willbe claimed from the company.
The Dealer shall carry out or cause to be carried out promptly and properly any modification to any
Products required or recommended by the CSC SPV/OEM as soon as possible after the Dealer is
informed of such requirement or recommendation. CSC SPV/OEM shall reimburse the Dealer
with material and labour costs incurred by the Dealer in fulfilling the requirement of this sub-
article at rates specified by theCSC SPV/OEM from time to time.
The Dealer shall forthwith notify CSC SPV/OEM of any complaint or any request relating to Products
whichthe Dealer is unable to resolve to the satisfaction of the customer.
The DEALER agrees to maintain a fully qualified service organization as recommended by CSC
SPV/OEM which includes service personal who are trained under various training program
by CSC SPV/OEM and thoroughly familiar with CSC SPV/OEM products and workshop
(Affidavit/Undertakingmustbeon100Rs.StampPaper)
operations. The DEALER, at its expense, shall cause such personnel to attend all such training
for the service of the PRODUCTS as may be provided by CSC SPV/OEM time to time.
The DEALER shall ensure that the receptionist, RSE (Resident Service Engineer) and entire serviceteam
must display an acceptable level of social etiquette.
In order that CSC SPV/OEM may achieve its marketing objective, the DEALER shall report to CSC
SPV/OEM all service activities, warranty claims etc. The DEALER shall permit any designated
representative of CSC SPV/OEM, toexamine and audit such records and documents.
CSC SPV/OEM may periodically evaluate the DEALERs service and repair performance in accordance
with the standards recommended by CSC SPV/OEM. Evaluations prepared in pursuant to this
will be dis cussed with and provided to the DEALER, with an expectation that the DEALER will
take such action as may be required to correct any deficiencies in the DEALER's performance and
his/ its responsibilities.
The DEALER shall be responsible for and agrees to perform PDI (Pre delivery inspection) and
delivery obligations as prescribed by CSC SPV/OEM, prior to the delivery of the PRODUCT
to customer thereof. The DEALER agrees that all products sold by them will be in proper
operating conditionprior to delivery to any customer. The DEALER further agrees to provide the
customers of CSC SPV/OEM withinformation concerning proper operation of the products prior to
delivery.
WARRANTY SERVICES
The PRODUCTS supplied to DEALER by CSC SPV/OEM are covered under CSC SPV/OEM warranty
policy which variesfor both Lead acid and Li-ion models. CSC SPV/OEM warranty commitment
to customers forms as integral part of the Owner's Manual which CSC SPV/OEM may be
amend or modify for any prospective sales post such announcements or even offer extended
warranty from time to time by CSC SPV/OEM.
The DEALER shall explain the applicable CSC SPV/OEM warranty to customer and provide the
service andwarranty handbook to customers at the time of sales.
The DEALER agrees to perform all warranty service on all CSC SPV/OEM products brought to the
DEALER, whether or not sold by the DEALER. The DEALER will perform such warranty in
accordance with the policies of CSC SPV/OEM as they may be issued time to time. When
performing warranty service on productsthe DEALER shall use only Genuine CSC SPV/OEM parts
and Lubes supplied or recommended by CSC SPV/OEM.
The DEALER shall carryout the parts replacement / repairs under warranty to the customers whose
vehicles are covered under warranty and fulfilling all terms and conditions of warranty.
The DEALER acknowledges the importance of providing to customers of CSC SPV/OEM product
prompt and skilled warranty service and the need to comply with the warranty rules. The
DEALER agrees to perform all the warranty services in a competent manner. The DEALER agrees
to maintain inventory of genuine CSC SPV/OEM parts and lubes to provide all necessary warranty
services.
The Dealer shall, in accordance with practice and procedure laid down by the CSC SPV/OEM, promptly
and efficiently deal with any claim made by the customer in respect of any Products and Parts
under the provisions of the warranty if in force (whether or not the products were sold by the
Dealer).
Every Product sold by the Dealer shall be subject to the terms of warranty as per CSC SPV/OEM
Service Policy in existence from time to time. The claims under the CSC SPV/OEM warranty
for Products shall be handled by the Dealer in accordance with the procedure laid down by CSC
(Affidavit/Undertakingmustbeon100Rs.StampPaper)
The DEALER shall submit complete and accurate warranty claims to CSC SPV/OEM for
reimbursement of parts and labour cost for performing warranty service on warranty
claims of CSC SPV/OEM with all information required therein. CSC SPV/OEM will reimburse
for such parts and labour in accordance witheffective schedules and rates applicable.
The DEALER shall keep and retain complete and accurate records supporting all warranty claims,
which are subjected to inspection. In the event of discovery of any improper claim or
payment, CSC SPV/OEM may charge back to the DEALER all payments or credits plus interest
thereon as well as thecost for such audit and recovery of such payments or credit.
The DEALER will send all warranty claims and parts to CSC SPV/OEM within 7 days from the date
of replacement. Otherwise CSC SPV/OEM has the right to reject the claim.
a. Labour cost — As per the flat rate time which shall be established by CSC SPV/OEM from time to
timefor different models.
The DEALER must explain the features and benefits of Protection Plus, ex tended warranty to all
customers and sell the Protection Plus policy to the customer.
The DEALER must provide service and warranty as per written policy of Protection Plus to all those
customer to whom said Protection Plus, extended warranty policy is sold.
Regardless of where products covered by a recall or modification program sponsored by CSC SPV/OEM
werepurchased, the DEALER will perform any inspection, recall, or modification service as
may be required from time to time. All such service shall be performed in accordance with the
announcedpolicies and procedures of CSC SPV/OEM
CSC SPV/OEM provides free service coupons (FSC) with each new vehicle sold to customer. This enables
thecustomer to receive free services for his vehicle at any authorized CSC SPV/OEM outlet.
The DEALER will do activities like telephone calling, SMS, email, reminder letters to invite all the
customers to avail the free service at the prescribed kilometer (km) and date.
The DEALER will do all possible efforts to ensure that 100% customers avail all the free services
provided to them.
DEALER will not charge any labour charges for the Service against the free service coupon but can
charge for consumables.
The free service coupon redemption rate will be monitored by CSC SPV/OEM and if found less than
100%,then DEALER will take all necessary action for recovery.
(Affidavit/Undertakingmustbeon100Rs.StampPaper)
The DEALER should send the hardcopy of Free service coupons along with FSCR summary sheet. CSC
SPV/OEM will reimburse the amount for the coupons in accordance with the policies of CSC
SPV/OEM as may bemodified from time to time.
TECHNICAL SUPPORT
CSC SPV/OEM shall supply the DEALER, the first set of service manuals and such other technical information
as CSC SPV/OEM, in its sole discretion decide free of cost. For any additional copies of the above, the
DEALER shallpay and purchase them from CSC SPV/OEM. Notwithstanding, CSC SPV/OEM shall
have no obligation to supply anyinformation with respect to the products, the production of which
had been discontinued for more than5 years.
In the event of any warranty claim arises that the DEALER is unable to perform, CSC SPV/OEM
should be promptly notified and CSC SPV/OEM will use reasonable efforts to resolve such claim.
CSC SPV/OEM is relying upon the DEALER's assurance that it is capable of performing service
obligations for the products. The DEALER agrees to fully protect CSC SPV/OEM from any claims,
liability or loss that may result from the failure of the DEALER to properly perform service for the
PRODUCT as required by CSC SPV/OEM.
CSC SPV/OEM will have Service Engineers, Service Managers available for dealers to consult with, if
necessary,in connection with service problems.
If the DEALER is unable to carryout proper repair or parts replacement service by itself, it shall contact the
designated CSC SPV/OEM official. Under no circumstance shall the DEALER refuse to repair or
replace theparts upon receipt of a request made by the customer with respect to the product.
The DEALER shall use the technical document(s), material(s) and information supplied by CSC SPV/OEM only
for the purpose of repair and part(s) replacement service for the Product(s) hereunder and
shall not provide nor disclose the same to any third party during and after the term of this
Agreement. Upontermination or expiration of this Agreement, the DEALER shall immediately return
to CSC SPV/OEM all technicaldocument/s and material/s supplied by CSC SPV/OEM and in the
possession of the DEALER. The DEALER undertakes to indemnify and keep CSC SPV/OEM
indemnified against misuse/misappropriation of design, cir- cuitry etc. by unauthorized third
parties. This provision shall survive the termination or expiration of thisAgreement.
The Dealer hereby indemnifies CSC SPV/OEM against any claims, damages or losses, whatsoever, by
reasonof any breach of the Dealer's obligations under this Agreement and also against any
claims, damages or losses to any third party including any customer by reason of any act or
omission bythe Dealer and/or any of its employees or agents.
CUSTOMER COMPLAINTS
Customer complaints if any received through area offices, head office or directly from customermust
be resolved as per the policies laid down by CSC SPV/OEM.
Any deficiency in service or damage due to dealer’s personnel mishandling resulting in litigation shall be
solely to the account of the DEALER. Incase such complaints are dragged to Consumer courts
wherein CSC SPV/OEM is served notice, the DEALER shall be liable to pay for all legal
expenses that CSC SPV/OEM may have to incur on account of defending itself including lawyers
fee, damages, costs, interest cost of replacement, compensation that may be awarded by the
competent court of law. CSC SPV/OEM will raisedebit note for the full amount to DEALER.
9. GENERAL
The DEALER shall not make any deviation or alteration from the standard mechanism/ design
and/or make any adaptation modification of the products. The DEALER shall refer to and rely
upon the procedures stipulated in service manuals related to the PRODUCT in question.
The customers vehicles must be stored in a clean and safe environment. Identification tagsmust
be used to indicate the job reference.
It shall be the responsibility of the DEALER to provide and ensure fool proof security systemslike
(Affidavit/Undertakingmustbeon100Rs.StampPaper)
but limited to iron grills, shutters, security and to subscribe to adequate insurance to coveragainst
all contingencies including damage or theft of the products. The DEALER shall indemnify and keep
indemnified CSC SPV/OEM from all claims of the customers with respect to the product which
may be lost / stolen from the DEALER's premises. All customer claims shall be solely discharged bythe
DEALER.
The DEALER shall observe any applicable law / regulations and shall comply with all
government policies governing and relating to operation of Service Center. It shall be the
responsibility of DEALER to obtain all such licenses, permissions from government and/or local
authorities. All costs for such licenses / permissions shall be on DEALER and CSC SPV/OEM
will not beobliged to reimburse any such costs.
The DEALER shall conspicuously display the labour schedule for non-warranty and out of
warranty jobs in the service station and at billing counter. All the rates must be as per CSC
SPV/OEMapproved list.
The DEALER authorizes CSC SPV/OEM to set off any receivable dues to CSC SPV/OEM against
any payable tothe DEALER.
10. SALE OF SPARE PART
During the term of this Agreement, the DEALER shall issue to CSC SPV/OEM purchase order(s)
for the part(s) periodically. Each purchase order must invariably specify the order number, part
name,part number, part quantity,part description, order date.
The order once made by the DEALER and confirmed by CSC SPV/OEM will not be cancelled and
CSC SPV/OEM shall not be responsible for any kind of mistake, misjudgment of the quantity
or the partordered.
The prices of the Part(s) shall be from time to time be established by CSC SPV/OEM and
notified to the DEALER in writing. All prices shall, unless otherwise specified by CSC SPV/OEM,
be quoted on the basis of delivery at CSC SPV/OEM's designated premises. Under no
circumstances shall the DEALERsell any spare part above the price specified by CSC SPV/OEM.
Freight for the regular orders (for specific amount informed by CSC SPV/OEM) made by
the DEALER and accepted by CSC SPV/OEM will be borne and paid by CSC SPV/OEM. In case
of any emergency order made by the DEALER, the freight for such emergency order shall be paid
by the DEALER itself and CSC SPV/OEM shall not be responsible for the payment of freight on
such orders. CSC SPV/OEM will dispatch the parts to dealer on door to door basis to his head
office only.
The DEALER shall not source spare part(s) either for carrying out warranty or non-warranty
repair(s) from an unauthorized source(s). The part(s) shall at all times be sourced exclusivelyfrom
CSC SPV/OEM for maintenance of quality and to avoid the use of spurious and illegally imported
spare part(s).
The DEALER shall use the parts supplied by CSC SPV/OEM only for rendering the
service(s)covered under this Agreement and shall not use the part(s) for any other purpose
without the priorapproval of CSC SPV/OEM.
All spare part(s) sold by CSC SPV/OEM shall be on a non-refundable basis. CSC SPV/OEM
reserves the right to accept or reject the parts returned by the DEALER. In case CSC SPV/OEM
accept the parts return, then the cost of inspection of those parts at the DEALER showroom and
the freight charges for thetransport of those parts to CSC SPV/OEM warehouse shall be borne
by the DEALER 8.8 To facilitate the dispatch of spare part(s) to the DEALER by CSC SPV/OEM,
the DEALER shall expeditiously send allstatutory document(s), etc. to CSC SPV/OEM.
Any transit damage/mis-shipment of spare part/s received by the DEALER from CSC
SPV/OEMshall beintimated by the DEALER within two (2) working days to CSC SPV/OEM, according to
the guidelines provided from time to time; after which, CSC SPV/OEM shall not obliged to entertain
(Affidavit/Undertakingmustbeon100Rs.StampPaper)
All spare part(s) purchased from CSC SPV/OEM shall carry a Maximum Retail Price and the
DEALER shall be free to sell the Spare Parts at a price below the Maximum Retail Price but not above
theMaximum Retail Price.
In the event of any complaint by customer(s) of overcharging above the stipulated price, the
DEALER shall be liable to refund to the customer(s) the excess charged and all consequential cost(s)
thereto. This is without prejudice to CSC SPV/OEM's right to terminate the Agreement.
No warranty shall be given with respect to the quality or fitness for a particular purpose of anypart.
Except as expressly provided herein above, the DEALER agrees and acknowledges that CSC
SPV/OEMshall not be liable to the DEALER for any consequential or special damages arising from or
in anyrespect relating to the sale or use of the part(s).
CSC SPV/OEM shall make all reasonable efforts to fulfill the orders accepted. However,
notwithstanding anything contained herein, CSC SPV/OEM shall not be liable for failure to execute
order, fully or in part,or any delay there in owing to:
ii. Labour disputes or production difficulty of CSC SPV/OEM PLANT or plant of any of its
suppliers/vendors.
iii. Any cause beyond the control of CSC SPV/OEM, including act of God or that of any law, rule,
regulationor Government or statutory policy.
iv. Any other reason, which CSC SPV/OEM finds not in the interest of CSC SPV/OEM in market place.
The DEALER shall, in a format prescribed by CSC SPV/OEM, submit to CSC SPV/OEM estimated
requirements ofthe SPARE PARTS for three (3) subsequent months from date of submission
of the requirement.
Notwithstanding anything contained herein, the DEALER shall pay all demurrage/storage and
other charges in connection with dispatch of all the SPARE PARTS including all charges for gettingthe
SPARE PARTS insured for transit. The DEALER agrees that CSC SPV/OEM shall be the
beneficiaryunder the transit insurance policy. In case the DEALER refuses to accept delivery of the
SPARE PARTS for any reasons whatsoever, the DEALER shall return the SPARE PARTS, to the
place from where the SPARE PARTS were dispatched, at its own cost under transit
insurance, within seven (7) days from the refusal to accept the SPARE PARTS, with due
written approval by CSC SPV/OEM. The PARTIES agree that the obligation of the DEALER to
return the SPARE PARTS to CSC SPV/OEM is in addition to and without prejudice to other
remedies available to CSC SPV/OEM under the law after receiving written approval from CSC
SPV/OEM.
Notwithstanding anything contained herein, the risk in the PRODUCTS till the SPARE PARTS
reach the DEALER shall remain with the DEALER.
The DEALER represents and warrants that the SPARE PARTS ordered by the DEALER are for
sale in the ordinary course of business and the DEALER has complied with all legal pre
requisites for such sales. Such representation shall form part of each order placed with CSC
SPV/OEMby the DEALER.
The DEALER shall sell all the accessories/apparels/helmets as per and in accordance with the
guidelines issued by CSC SPV/OEM and all these accessories should be displayed at the appropriate
(Affidavit/Undertakingmustbeon100Rs.StampPaper)
All the spare parts, etc. used by the DEALER shall be the one supplied by CSC SPV/OEM.
The DEALER shall not directly or indirectly involve himself/itself in supply of CSC SPV/OEM spare
parts /helmets / accessories or apparels outside India.
The CSC SPV/OEM reserves the right to check and inspect all the inventory and stocks kept
at the dealer showroom, head office/branch office or any other location of the DEALER, which
the authorized officers of CSC SPV/OEM considers necessary to inspect. The DEALER agrees
that it will cooperate with the CSC SPV/OEM team of official as and when they come for the
audit/inspection of stock kept at its location. The DEALER will provide and make available for
inspection all theregisters, records and returns pertaining to the inventory and will provide
every other information required by the designated officer(s) of CSC SPV/OEM. The DEALER will
provide the proper Visual Identification (VI Norms) / storage facility / operating system based
on guidelines of CSC SPV/OEM at its/his own cost during the fixed time as inform by CSC
SPV/OEM.
The CSC SPV/OEM reserves the right to take appropriate action against the DEALER in case
of any discrepancy found during the course of inspection of inventory. The DEALER agrees that in
case any spurious/duplicate/illegitimate spare part is found at its place then the CSC SPV/OEM
reserves the right to levy penalty, as may be decided by CSC SPV/OEM and also to terminate the
dealership.
The DEALER shall provide prompt and efficient service to all CSC SPV/OEM customers. Any
deficiency in service, lack of service, damage or mishandling of the product resulting in litigation shall be
solely to theaccount of the DEALER. The DEALER shall be liable to pay for all legal expense/ s that CSC
SPV/OEM may incur on account of lawyer's fee, damages, costs, interests cost of replacement,
compensation thatmay be awarded by competent Court of Law CSC SPV/OEM will raise debit note/s for the
full amount.
12. BUSINESS REPORT
The DEALER shall invariably provide CSC SPV/OEM, on monthly basis, business report from time to
time inthe manner and format stipulated by CSC SPV/OEM.
CSC SPV/OEM shall provide the software in relation to the format of records to be
maintained by the DEALER. All records to be furnished shall be generated in
accordance with the format provided by to the DEALER. The DEALER shall be liable to
pay annual mainte- nance/up gradation fee for the software supplied by CSC
SPV/OEM. The cost whereof will bedebited to the DEALER.
The DEALER shall provide monthly status reports on softcopies. The DEALER shall
ensure that information shall be accurate and duly updated. Submission of softcopy shall
deemed to be authentic record and shall be deemed to be true and correct unless notified in
writing as to the discrepancy if any. The softcopy of the reports shall be forward to the
designated persons only and marked to their attention. Discrepancy, if any, shall be
notified in the first instance over phone, followed by corrected softcopy version within
seven (7) days of the initial submission.
CSC SPV/OEM shall have the right to audit any/all customer/s record/s, processes
either in electronic or physical form, to carry out physical inventory of Products and spare
part/s,to inspect and carryout test/s either at the premises of the DEALER or in CSC
SPV/OEM's facility such defective spare part/s replaced in customers' product/s and all
incidentaland consequential activities there under.
CSC SPV/OEM's officer/s and /or its representative/s shall be granted free access to the
(Affidavit/Undertakingmustbeon100Rs.StampPaper)
DEALER's premises for the purposes of inspection and for quality benchmarking of all
activities.
13. REPRESENTATION AND WARRANTY
The DEALER shall within 24 hours the receipt of the PRODUCTS notify CSC
SPV/OEM of any defect in or damage to the PRODUCTS, failing which the PRODUCTS shall
be deemed to have reached in good condition and free from any damage or defect and
the DEALER shall have no legal or other recourse against CSC SPV/OEM, save as except
expressly providedhereunder.
CSC SPV/OEM shall from time to time notify DEALER of the warranty policy on the
PRODUCTS and the obligations of the DEALER there under and the DEALER shall
comply with thesaid policy both in letter and spirit.
Each PRODUCT shall be dispatched by CSC SPV/OEM along with the warranty
certificate and there shall be no other Warranty on the PRODUCTS whether express or
implied as tothe merchantability or fitness of the PRODUCTS.
The DEALER shall at the time of sale of the PRODUCTS get the Warranty Certificate duly
executed by the end user and shall affix its stamp and signature thereon.
Any claim under the warranty by the end user of the PRODUCT shall be made in the
format prescribed by CSC SPV/OEM and within the time limit prescribed in Warranty
Certificate.
The DEALER shall not extend its own corresponding warranty for the PRODUCT or
make any representation that is contrary to or further to the representation contained inthe
Warranty Certificate issued by CSC SPV/OEM. If the DEALER does so it shall do at its own
risk and in case CSC SPV/OEM suffers any loss due such issuance the DEALER shall
indemnify CSC SPV/OEMagainst any such claims.
The DEALER hereby expressly warrants that the PRODUCTS, as specified herein shall be
efficiently serviced by the DEALER with high quality standards as specified by CSC
SPV/OEM from time to time. The standards and specifications as set by CSC SPV/OEM
shall be strictly adheredto by the DEALER without any fail.
The DEALER, its employees, agents and representatives shall provide services as an
independent "entity" on a non-exclusive basis and nothing contained herein shall be
deemed to create any partnership, joint venture, employment or relationship of principal
and agent between the PARTIES hereto or with the DEALER representatives and
employees or to provide service with any right, power or Authority, or to provide the
DEALER with any right, power or authority, whether express or implied to create any such
duty or obligation.
The Dealer shall appoint employee and create an organization separately for sales,
services, spare parts, customer satisfaction and marketing activity to give best services to
customer of CSC SPV/OEM products. The Dealer to send all employees for training
and education as per guidelines issued by CSC SPV/OEM from time to time.
This Agreement does not in any manner purport to create any labour management
relationship between the DEALER and CSC SPV/OEM or between the DEALER'S employees,
agents and persons acting for and on behalf of the DEALER and CSC SPV/OEM and in no
circumstances will the employees, agents and persons authorized by the DEALER be
considered employees, agents of CSC SPV/OEM.
(Affidavit/Undertakingmustbeon100Rs.StampPaper)
In case the DEALER represent himself as agent of CSC SPV/OEM and in consequence
to that CSC SPV/OEM suffer any loss, CSC SPV/OEM shall be indemnified by the DEALER
against any such loss in addition and without prejudice to any other rights and remedy
available with CSC SPV/OEM.
CSC SPV/OEM shall not be responsible for any act or representation of the agent, sub-agent,
sub-dealer or any other representative of the DEALER including the act of the DEALERitself.
The DEALER represents and warrants that no officer, director, employee of CSC
SPV/OEM or immediate family member thereof (collectively "OEM personnel") has
received orwill receive anything of value of any kind from the DEALER or its officers,
directors, employees or agents in connection with this Agreement. The DEALER further
represents that none of its constituents has a relationship of any kind with the OEM
personnel.
The DEALER shall display a declaration describing the relationship of the DEALER with
CSC SPV/OEM (i.e. principal to principal relationship) at a suitable place inside the
SHOWROOM to enable the customers to understand the same. Notwithstanding anything
contained in this Agreement any failure in doing so shall be considered as a breach of this
Agreement andthis Agreement shall stand terminated forthwith.
The DEALER represents and warrants that the DEALER shall not receive any money from
the customers on behalf of CSC SPV/OEM. It is the duty of the DEALER to inform the
customers/potential customers before accepting any advances or monies towards the
PRODUCTS that the said advances or monies are being received by the DEALER in its
capacity as an independent entity and not as an Agent of CSC SPV/OEM. Notwithstanding
anythingcontained in this Agreement any failure in doing so shall be considered as a breach of
thisAgreement and this Agreement shall stand terminated forthwith.
The DEALER unequivocally agrees and accepts for all purposes that any brand names,
logos, trademarks, other intellectual Property Rights or identifying slogans affixed by
CSC SPV/OEM or any of CSC SPV/OEM's affiliated companies to the PRODUCTS,
whether registered or not, constitute the exclusive property of CSC SPV/OEM or its
affiliated companies and cannot beused except in connection with the promotion and sale
of the PRODUCTS of CSC SPV/OEM. Anyright to use such property does not vest in the
DEALER any right, proprietary or otherwise, in the Intellectual Property Rights of CSC
SPV/OEM. The DEALER shall not contest, at any time, the right of CSC SPV/OEM or its
affiliated companies to any brand names or Logo andany other Intellectual Property Rights
used or claimed by CSC SPV/OEM or such companies.
Not to use the Trademark or Brand names of CSC SPV/OEM or its affiliated companies, in
any manner not so authorized by CSC SPV/OEM and shall use them only as authorized
byCSC SPV/OEM, independent of any other brand name or trade name.
Not to use the Trademark and Brand names of CSC SPV/OEM or its affiliated companies in
any manner detrimental to the name, goodwill or intrinsic value of CSC SPV/OEM's or
itsaffiliated companies’ Trademark and Brand names.
(Affidavit/Undertakingmustbeon100Rs.StampPaper)
Not to tamper with or in any manner alters or modifies the Trademarks and Brand
names affixed to the PRODUCTS.
The DEALER shall be duty bound to immediately notify CSC SPV/OEM as to any
misuse or unauthorized use of CSC SPV/OEM's or its affiliated companies’ Trademark and
Brand names and at its own costs shall assist CSC SPV/OEM, in any manner so required by
CSC SPV/OEM, to contest suchmisuse or unauthorized use.
The DEALER shall, forthwith, stop use of any or all Trademarks and Brand names of
CSC SPV/OEM or its affiliated companies, upon termination/expiry of this Agreement.
As long as this Agreement remains in force but not thereafter, subject to terms and
conditions set out in this Agreement, the DEALER may identify itself as an AUTHORIZED
DEALER of CSC SPV/OEM, but shall not use the brand names, logos and trademarks of
CSC SPV/OEM orits affiliated companies as part of its corporate or partnership name
or otherwise indicate to the public that it is an affiliate or agent of CSC SPV/OEM.
CSC SPV/OEM reserves the right of prior review and approval of the DEALER'S use of CSC
SPV/OEM's or its affiliated companies’ brand names, logos and trademarks and all relevant
advertisement material. The DEALER will not publish, nor cause to be published, any
advertising, or make any representations oral or written, which might confuse, mislead or
deceive the public or which are detrimental to the name, trademarks, goodwill or
reputation of CSC SPV/OEM or itsaffiliated companies. Any advertising by dealer should
be done only after prior writtenpermission is obtained.
CSC SPV/OEM shall allow the DEALER to use its logo/trademark to be displayed on the sign-
boardto be placed at the DEALER'S SHOWROOM and on each memos and/or bills issued by
the DEALER towards the sales of the PRODUCTS and services affected from the
SHOWROOM. However, the intellectual property rights associated with such brand
names, logos and trademarks are and shall remain the sole property of CSC
SPV/OEM or itsaffiliated companies.
The DEALER shall not use any name, emblem, logo or trademarks of its own.
In case the DEALER does not comply with the above said conditions causing any
damages or loss to CSC SPV/OEM or its affiliated companies, CSC SPV/OEM or its affiliated
companies willbe indemnified by the DEALER in addition to and without prejudice to any
other rightsand remedy available with CSC SPV/OEM or its affiliated companies.
16. INDEMNIFICATION
The DEALER undertakes to indemnify and hold harmless CSC SPV/OEM against any
losses, damages, penalties, third party liabilities arising out of any proceedings or
actionsarising out of or in connection with:
Any act or omission or failure on part of the DEALER or otherwise to obtain any
requisite permit/permission or to comply with any mandate of law, in force from
time to time
Any damage, loss arising out of any act of omission or commission on the part of
DEALER, its employees, agents, servants or persons acting under and authorized by
the DEALER;
Any damage, claim, loss arising out of any breach of any of the terms of this
Agreement;
Any third party claim or liability arising out of or in connection with any act of
omission or commission on part of the DEALER, its agents, employees and persons
authorized by the DEALER; and
Any breach of the confidentiality clause contained herein. The remedy of
indemnification under this clause is in addition to and not in derogation of any other
(Affidavit/Undertakingmustbeon100Rs.StampPaper)
Any damage or loss incurred by CSC SPV/OEM or its group companies in case the
DEALER will indulge in any manner whatsoever in any kind of activities related with
whole sale and export of the Products (directly or indirectly) within or outside
India.
The DEALER hereby unequivocally agrees and covenants that it shall have no claim
against CSC SPV/OEM, save as expressly provided herein.
The DEALER hereby agrees to well and sufficiently protect and keep harmless and
indemnifies CSC SPV/OEM, against all type of embezzlement, misappropriation or
misapplication of money.
The DEALER agrees to fully indemnify and keep indemnified CSC SPV/OEM against
all lossesor any claims for damages or any other claims of whatsoever nature, which
are brought against CSC SPV/OEM by any third party owing to deeds or misdeeds
attributable tothe DEALER. CSC SPV/OEM shall be vested with the sole discretion to
determine such damages/claims and have the right to adjust the same from any
dues payable to the DEALER or recover the same from the dealer.
CSC SPV/OEM shall not be liable to the DEALER or any other party consequent upon
termination of the Agreement for any reason whatsoever for any claim for loss or
profits or for any anticipated booking for the PRODUCTS or on account of any
expenditure, investments, leases or any other commitments made by the DEALER in
connection with the Agreement made in reliance upon or by virtue of the DEALER'S
appointment under the Agreement.
CSC SPV/OEM's acceptance of any booking from the DEALER after the
termination/expiry of this Agreement shall not be construed as a renewal or
extension of the Agreementnor as a waiver of termination
This Agreement shall come into effect on the date mentioned in the heading of the
Agreement. The Agreement shall be valid for a period of five (5) years from the date
of its commencement. After expiry of the initial validity period of this Agreement,
this Agreement shall continue in full force and effect on a year-to-year basis unless
either party terminates this Agreement by giving prior written notice of sixty (60)
days, without incurring any liability and without assigning any reasons.
In case, any future statutory provision warrants variation in the Agreement, in any
material way, the PARTIES will in good faith use their best endeavor to agree to
such terms and conditions as may be necessary. However, in case no such
agreement can be reached, the PARTIES shall have the right to withdraw from this
Agreement.
The effect of withdrawal from the Agreement under Clause 15.2 would be that the
Agreement shall stand terminated with immediate effect.
CSC SPV/OEM shall have a right to terminate this Agreement on occurrence of following:
if the DEALER is in material breach of any of the terms of this Agreement by giving a
(Affidavit/Undertakingmustbeon100Rs.StampPaper)
thirty (30) days written notice specifying the breach, to the DEALER. The
termination shall be effective from end of thirty (30) days from date of receipt of
notice;
if the DEALER fails to maintain its/his financial and credit worthiness as per the
standards of CSC SPV/OEM, by giving a thirty (30) days prior written notice;
The DEALER agrees that CSC SPV/OEM have a right to forthwith terminate this
Agreement bygiving written notice without incurring any liability in case
The DEALER goes into liquidation or proceedings for declaring the DEALER
insolvent/bankrupt an instituted by any person or proceedings for winding of the
DEALER or proceedings for appointment of a receiver over assets of DEALER are
initiated in any Court or any other Court of competent jurisdiction or any internal
management dispute or mismanagement which in the opinion ofCSC SPV/OEM adversely
affects the operations and business of the DEALER.
The DEALER fails to maintain any or all permits and licenses required under law to
operate the dealership or fails to keep its SHOWROOM open and functional during
normal business hours or submits any false, fraudulent or materially incorrect
statement, report or claim.
The DEALER in any manner acts in a way detrimental to the interest of CSC SPV/OEM
and for determining such acts, CSC SPV/OEM shall be the sole and absolute authority;
Forthwith in case it comes to conclusion that the DEALER has violated any of theclauses of
the Agreement which has resulted in loss to CSC SPV/OEM or may cause damage to the
business of CSC SPV/OEM. The decision of CSC SPV/OEM shall be final in this regard.
If the DEALER found indulging in any manner whatsoever in any kind of activities
related with whole sale and export of the Products (directly or indirectly) within or outside
India. CSC SPV/OEM shall also take legal action against the DEALER for losses suffered
on account of such unauthorized sale or export.
The DEALER shall upon termination/expiry of this Agreement cease to use any and all
signs, boards, and posters identifying itself as the AUTHORIZED DEALER of CSC
SPV/OEM. The credit of dealer if any, will be returned only after sufficient proof is
provided to CSC SPV/OEM of removal of all sign, Board identifying itself as the authorized
dealer.
The DEALER shall upon the termination or expiry of this Agreement forthwith cease to
use any and all Trade names, Brand names and Intellectual Property of CSC
SPV/OEM or itsaffiliated companies.
The DEALER shall upon the termination or expiry of this Agreement forthwith return to
CSC SPV/OEM without any delay or demur all properties of CSC SPV/OEM held by the
(Affidavit/Undertakingmustbeon100Rs.StampPaper)
Upon expiry/termination of this Agreement the DEALER shall submit to CSC SPV/OEM a
detailed list of existing customers and that of potential customers registered with the
DEALERawaiting delivery of the PRODUCTS and a detailed list of pending orders.
CSC SPV/OEM shall be entitled to injunctive and equitable relief for any violation of the terms
and conditions. The DEALER shall pay all costs and expenses including reasonable advocate fee
borne by CSC SPV/OEM for enforcing any provision of the Agreement. The provisions of this
clauseshall survive the termination of this Agreement.
The DEALER shall upon the termination or expiry of this agreement forthwith return to
CSC SPV/OEM without any delay or demur all properties of CSC SPV/OEM held by the
DEALER in trust, for and on behalf of CSC SPV/OEM including but not limited to
Branding related material, POS forthe experience zone as and when installed.
All product/s received by the DEALER till the date of expiry of this Agreement, shall be
duly serviced and at the time of settlement of accounts, there should be no customer's
vehicles pending for repair/service with DEALER. In the case of termination of the
Agreement all Product/s received till date of receipt of the communication, shall be duly
attended and delivered back to the customer/s after providing the requisite service.
However, after the day, immediately following the date of the communication of termination of
the Agreement, DEALER shall not receive any product/s for service as OEM'S
AUTHORIZED DEALER. The Agreement shall be valid for a period of five (5) years from
the date of its commencement. After expiry of the initial validity period of this Agreementthis
Agreement shall continue in full force and effect on a year-to-year basis unless either party
terminates this Agreement by giving prior written notice of sixty (60) days, withoutincurring
anyliabilityandwithoutassigninganyreasons.
In the event of termination of this Agreement or in the event of default on the part of the
Dealer, CSC SPV/OEM shall be entitled to adjust all the amounts outstanding against the
Dealer, till the final date of settlement including the notice under termination period
including Demo Vehicle cost, out of the Brand fee security and refund the balance to the
Dealer subject to compliance with entire clauses of handover of both data and tangible
goods as may beapplicable.
The DEALER shall maintain the database of its customers and shall not part with the
records to any third party. Such records shall be made available to CSC SPV/OEM as
may berequired from time to time and handed over to CSC SPV/OEM on termination
of this agreement. The DEALER shall under no circumstances create copies or fictitious
recordsor tamper with the customer database.
20. A M E N D M E N T
This Agreement contains the entire understanding between the PARTIES on the
subject matter and this Agreement shall not be amended or modified unless agreed by
both PARTIES in writing.
21. A S S I G N M E N T
The DEALER agrees and undertakes that it cannot and shall not assign its rights,
obligations and interests under this Agreement to any party unless written consent of
CSC SPV/OEM is obtained. The DEALER hereby agrees that in the event the
shareholding, or ownership control, or interests, in the constitution of the business of
the DEALER are changed, for any reason whatsoever, it shall be incumbent upon the
(Affidavit/Undertakingmustbeon100Rs.StampPaper)
DEALER to seek prior written approval of CSC SPV/OEM, so as to continue the business
with such new constitution. It shall be the sole discretion of CSC SPV/OEM to accept or
reject such new constitution and CSC SPV/OEM may, if it so desires terminate the
Agreement.
It is further agreed between CSC SPV/OEM and DEALER that the liabilities of the
DEALER, towards CSC SPV/OEM, under this Agreement shall be joint and several of the
DEALER and itsowners/promoters/shareholders/interest-holders and in the event in change
in constitution of the DEALER by virtue of change of shareholding, or control, or business
interest, etc., all of such persons who were shareholders, owners, partners, business
interest owners, promoters, etc. shall continue to be liable for all liabilities towards CSC
SPV/OEM, incurred till thedate of such change being approved and accepted by CSC SPV/OEM.
Such persons shall be absolved from all liabilities only upon a written confirmation from CSC
SPV/OEM.
22. W AI V ER
Except or otherwise provided in the Agreement, no waiver by any PARTY, whether express or
implied of any of the provisions of this Agreement or of any breach or default of the
PARTIES shall constitute a continuing waiver of such provision or a waiver of any other
provisions of this Agreement.
Notwithstanding anything contained herein, the DEALER expressly agrees that nothing in this
Agreement imposes any liability on CSC SPV/OEM on account of or for the
DEALER'S operations; credits availed by the DEALER or other financial operations of
DEALER.
2 4 . NOTICE
Any notice to be given hereunder shall be in writing and shall either be delivered personallyor
sent by registered post, telex, facsimile transmission, electronic mail or other means of
telecommunication in permanent written form.
or such other address, telex number, e mail or facsimile number as may be notified by that
Party to the other Party from time to time, and shall be deemed to have been made or
delivered (i) in the case of any communication made by letter, when delivered by hand, by
recognized international courier or by mail (registered return receipt requested) at that
address and (ii) in the case of any communication made by telex or facsimile, when
transmitted properly addressed to such telex number or facsimile number. In case any Party
changes its address, communication numbers, or directed attention as set forth above, it
shall notify the other Party in writing prior to the adoption thereof.
If any provisions of this Agreement are declared to be invalid, unenforceable or illegal by any
competent arbitral tribunal or court, such invalidity, unenforceability or illegality shall not
prejudice or affect the remaining provisions of this Agreement which shall continue in full
force and effect.
26. RECONCILIATION OF ACCOUNTS
The DEALER should reconcile its account of payments and stocks with CSC SPV/OEM as
required from time to time. CSC SPV/OEM shall, at the end of each fiscal year issue a
statement of account to the DEALER. In the event the DEALER does not dispute the
amounts stated in such statement of account, within fifteen (15) days of the receipt of
such statement of account, the sums reflected therein shall be construed to be acceptable
and binding upon the DEALER. It is further agreed that in the event the DEALER is
required to issue any sales tax, or other tax forms, or declarations, to CSC SPV/OEM
for the previous year, in accordance with the statement of account such forms, or
declarations, shall be issued within sixty (60) days of the said statement of account being
(Affidavit/Undertakingmustbeon100Rs.StampPaper)
accepted and in case of any failure by the DEALER to do so, the sums due and payable
on account of such non submission shall become a liability of the DEALER, as if no
benefit pursuant to the said forms/declarations, was available, and the sums due shall
become immediately payable.
31. INTERPRETATION
All the item headings are for reference purposes only and must not be used in the
interpretation of this Agreement. The headings are for convenience only and shall not
affect interpretation of a clause. Where a word or phrase is defined, other parts of
speech and grammatical forms of that word or phrase shall have corresponding
meanings.
32. JOINT AND SEVERAL
All agreements on the part of the parties which comprise more than one person or
entity shall be joint and several and singular gender throughout this agreement shall
include all genders and the plural and the successors in title to the parties.
The DEALER, its agents and employees will not be the legal representatives, employees or
agents of CSC SPV/OEM for any purpose and have no right or authority to incur any
expenseson behalf of CSC SPV/OEM or to create, in writing or otherwise, obligations of any
kind, express orimplied, in the name of or on behalf of CSC SPV/OEM excluding the rights
and duties under thisAgreement. The DEALER shall make no representations inconsistent
with the foregoing, but so long as this Agreement remains in force, the DEALER shall be
entitled to describeitself as the "AUTHORIZED DEALER" of CSC SPV/OEM.
The remedies granted to CSC SPV/OEM will be cumulative and are not intended to be
exclu-sive of any other remedies to which it may be lawfully entitled in case of any breachor
threatened breach of the terms and provisions. Failure of CSC SPV/OEM to insist on strict
(Affidavit/Undertakingmustbeon100Rs.StampPaper)
performance of any of terms and provisions of the Agreement or to exercise any right or
remedy shall not be construed as a waiver of any such rights.
The PARTIES shall forthwith give each other notice in the event of any one or more of the
foregoing occurrences. Upon such notice the PARTIES may cancel or delay performance
hereunder for so long as such performance is prevented or delayed by such occurrenceand
in such an event no PARTY shall have any liability to the other.
It is a term of this Agreement that in the event of such an Arbitrator to whom the matter has
been originally referred is unable to act for any reason including but not limited to healthreason,
the Managing Director/Chief Executive Officer of CSC SPV/OEM shall appoint another person
to act as Arbitrator. Such person shall be entitled to proceed with the reference from the
stage at which it was left by his predecessor.
The venue of Arbitration Proceedings shall be New Delhi. and shall be conducted in
English. The clause 36.1, 36.2 and 36.3 shall survive even after expiry/termination of the
Agreement so long as the disputes if any amongst the PARTIES in relation to this
Agreement are not resolved in terms of this clause.
IN WITNESS WHEREOF, the PARTIES hereto have executed this agreement, including ANNEXURE-I andduplicate copy
thereof on the day and year hereinabove written.
Name: Name:
Annexure I
(Affidavit/Undertakingmustbeon100Rs.StampPaper)