RD Appointment Letter Confidential

[On letterhead of MIFL](date)

Name & Address

of the Redistributor:

Pin Code:Date:

E-mail ID: Mobile No. :

Telephone No.Fax No. :

with S.T.D. Code:

FSSA Licence No.:Valid Upto:

CST / ST / VAT No.:Valid Upto:

Dear Sir,

We have pleasure in appointing you as our Redistributoron a non-exclusive basis for productsmarketed and sold by us (“Products”) from [●] (“Term”) in respect of [●] state (the “Territory”) on the following terms and conditions:

Obligations:

  1. You shall at all times during the Term render and perform, apart from the other obligations hereunder contained, the following:

a)Secure and execute orders for the Products promptly and efficiently;

b)When so desired by us, execute orders secured by us in the Territory;

c)Assist in order quantity finalization at various locations in the Territory;

d)Arrange for adequate and satisfactory cool room facilities for specified product groups/ range as identified on the pack of each individual Product;

e)Arrange for adequate and satisfactory storage and transportation facilities for the Products as may be specified/required by us orunder any law in force;

f)Maintain at your own cost, a suitable office with internet connectivity and desired staff for procuring and executing orders;

g)Arrange for dispatch and delivery of the Products after fulfilling order requirements;

h)All market trade claims to be given through invoices only. The Company shall have the right to audit such claims, including secondary claims and RD stock verification. Any commercial discrepancy in this regard shall lead to appropriate actions by the Company including recovery/termination;

i)To assist us in assessing market demand for our Products, provide statistical and other relevant information to us in relation to the quantum of sales of our Productsas may be required by us from time to time;

j)Render such assistance to our staff as may be necessary from time to time and such other services as we consider reasonably appropriate;

k)Ensure adequate infrastructure and personnel to comply with the above obligations and provide the services necessary under this arrangement.

  1. You shall rotate your stocks of the Products on a First In - First Out basis. We shall be at liberty during the Term to arrange at any time and from time to time for an audit of the stocks of the Products lying with you at all your establishments, depots or godowns. You shall forward to us a list of Products to us periodically as requested by us and extend full co-operation to the auditors appointed by us or our representatives to enable them/us to conduct a proper audit.
  1. You shall inform us in writing immediately upon their occurrence of all material changes in your business set up or legal entity. In the event such change is likely to be detrimental to thisarrangement, we reserve the right to terminate this arrangement.
  1. For the purpose of making sales of the Products, you shall not enter into any contract by act or otherwise to pledge our credit or make any representation or give any warranties other than those from time to time duly authorized in writing in that behalf by us.
  1. You will follow fair and legitimate market trade practices at all time. Any unfair or restrictive trade practice adopted by you shall be a cause for forthwith termination of your appointment.
  1. You agree and undertake that:

(a)you shall at all times, both during the continuance and after termination of this arrangement keep strictly confidential, all secret and confidential information including without limiting the generality of the foregoing, sales, marketing and distribution information and projects and plans relating to the subject matter of this letter which you may receive from us or in any other manner and to ensure that such information shall be made known on a need-to-know basis only to those officers, directors and employees bound by reasonable provisions incorporating the non-disclosure and secrecy obligations set out in this clause;

(b)upon the expiration or earlier termination of this arrangement, you shall make necessary arrangements to deliver to us in accordance with instructions as may be given by us, all written, graphic, electromagnetic, computerized, digital or other materials comprising or containing any information subject to the obligation of confidence hereunder.

  1. You shall use your best efforts to satisfy and fulfill all the terms of a trade discount or price rebate scheme announced by us, particularly in relation to the condition requiring you to pass over the benefit of the trade discount / price rebate schemes to the retailers or ultimate consumers for whom the benefit is intended.The Company shall have the right to audit your godown and verify the bills given by you in the market to check sales/schemes as reported by you as claims. Any discrepancy/foul practice found in this regard shall lead to withholding any incentives payable to you at the discretion of the Company.Such an act may also be a reason to terminate the arrangement at the sole discretion of the Company.

SUPPLY OF PRODUCTS

  1. The Products will be supplied to you through one of our C&F agent's at the Company Invoice Price. Taxesas applicable to sale of goods will be charged separately.
  1. Unless otherwise specifically agreed to by us in writing, all supplies of Products shall be effected only at your address registered with us. Supplies shall be made against the Continuous Replenishment System (CRS) on RD.Net/ Meranet and any exception to this process shall be required to be approved by the relevant Branch Managers. We shall supply the Products on a pro-rata basis in proportion to sales, in the event of short supply of certain products.

10.You shall inspect the Products immediately upon receipt and immediately inform us in writing, if there is any damage, shortage or defect in the Products. The title in the Products shall immediately transfer on delivery of such Products at your premises. In the event of any claim or rejection of supplies thereafter from Retailers or in the event theFood & Drugs Authorities takes action for defective stock which is identified as arising out of bad storage conditions at your warehouse, you shall be solely responsible for the cost and consequences therefor and shall indemnify us from all such claims/losses/damage/legal consequences.

  1. (i) All damaged stocks claims will be settled by the Company subject to the following:

(a)claimsare submitted with Damaged Stock Reports (“DSR”) to reach our office regularly after certification from our representatives;

(b)such stocks shall be subject to verification or audit;

(c) the damaged stock is stored in your warehouse in a separate defined area that shall be marked as “Damaged Stock Storage Area”.

(d)the damaged stock shall be physically destroyed only in the presence of our Company authorized representatives and pre-approved third party/ external auditors, after verification of the DSRs.

(ii) Damages/expiry Products shall not be accepted if they have occurred in your warehouse. Further any damage to Products due non adherence of company norms shall not be accepted.

(iii) damaged Products entry to be done on regular basis and audit to be conducted through ERODS and e-claim to be raised for the damages.

  1. Sales tax ‘C’ Forms, wherever applicable should be submitted on monthly or quarterly basis, as applicable, to the branch office of the Company. Any tax or penalty demanded by the VAT/ Sales Tax authorities due to the non-availability of ‘C’ Forms will be recovered from you.

PRICING AND PAYMENT

  1. You will be entitled to a margin of ____% on the Company Invoice Priceof the Products.Wereserve the right to revise the mark up basis market conditions on giving you 30 days’ prior notice in writing.Your selling price to customers shall not exceed the Company Recommended Selling Price.You are however at a liberty to resell the Products at prices lower than the Recommended SellingPrice.
  1. You will make payment for Products ordered by you by demand draft/RTGS at the time of placing your order. At our sole discretion and subject to your credit rating, we may allow you the facility of making payment by cheques drawn on a Bank recommended by Mondelez India Foods Limited (MIFL) or a bank of your choice where core banking facilities are available. In the event you propose to change suchBank, you shall intimateusin writing prior to effecting the change. If the new banking arrangement is not suitable or convenient for the operation of our business then you will accept alternative banks or revert back to demand drafts for payment of Products ordered by you.
  1. Considering your association with the Company and in the event of no bad debts during such association and zero outstanding as on date, we may recommend you for Channel Financing with a bank of our choice. All invoices which are discounted with such bank will be held in our custody in behalf the bank and can be referred by them.
  1. For clarity, it may be noted that any dispute between you and us with respect to the loss of Products in transit and/or short delivery of Products and /or non-receipt of Products and/or damage in transit or any dispute existing, arising or likely to arise with respect to the quantity or quality of Products or on any other matter whatsoever, post delivery of the Products to you or your agent shall be settled between us and yourselves, without in any way affecting your liability to pay to such bank as per terms of the agreements entered into between you and the bank.
  1. In the event of any defaults or in the event of any of the cheques issued by you gets dishonoured, we shall be entitled to stop all supplies to you with immediate effect, on written request from the bank, even if you make alternative payments for the next tranche of purchases. Further we shall be entitled to forfeit all payments due to you including the security deposit (if any) and are entitled to pay to the bank directly. You shall not be entitled to terminate this arrangement without due notice to the bank.
  1. You (including your heirs or successors in business) shall honour all your cheques furnished to us against orders placed by you. In the event of any of your cheques being dishonoured by your Bank for any reason whatsoever, you shall immediately pay us by demand draft/RTGS, the dishonoured amount,together with charges levied by the bank for such dishonor.Upon dishonour of any cheque, you be required to make payment for future orders by demand draft/RTGS. All amounts outstanding against your account due to dishonour ofcheque/s by your Bank will suffer a penal interest of [•] % p.a. untilrealization of the dishonoured cheque amount and other charges.
  1. All expenses incurred by you relating to or incidental to your obligations herein contained shall be borne and paid by you, unless we expressly and in writing undertake the responsibility for any such expense. You will submit all legitimate reimbursement claims to ourauthorized representativein the specified formatwithin 45 days from the date of incurring of such expenditure. We may atour sole discretion accept any delayed claims.
  1. On periodic basis you will reconcile your records with our records and differences if any, will be brought to our notice in writing for an amicable resolution.
  1. Without prejudice to our right as provided hereunder or otherwise, it is hereby expressly agreed between the parties that the aforesaid conditions are the essence of this contract and that the neglect, failure or omission by you to make payment of any amount as above or otherwise under this Appointment Letter shall entitle us without prejudice to any other recourse in law to (a) stop supplies of the Products until payments are made in full by you; and/or (b) immediate termination of your appointment as a Redistributor.

COMPLIANCE WITH LAW AND POLICIES

22.It shall be your responsibility to ensure that all consents, registrations, licenses and approvals necessary for complying with your obligationshave been obtained and are valid at all times during the tenure of this arrangement. In the event of any change in the status thereof, you shall notify us immediately. In particular, you shall obtain a license for storage and sale of food articles under the Food Safety and Standards Act 2006 including all rules/ regulations made thereunder,the Legal Metrology Act and the Sales Tax/VAT Actsand such other laws, rules or regulations as may be in force from time to time to the extent they are applicable to you. We shall in no way be responsible for any claim/loss/ damage/legal consequence arising out of bad or improper storage or due to any act of omission or commission on your part not expressly authorized in writing by us and/or for non-compliance of the laws applicable to you.

  1. You shall act at all times in a proper manner and in compliance with local laws and comply with MIFL policies annexed as Annexure B (the “Policies”) while performing under this Agreement, and will cooperate with MIFL’s reasonable efforts to assess your compliance. MIFL may change or add to the Policies at any time and you will comply with the changed or added Policies. Any breach of this clause shall entitle usto terminate this arrangement immediately and without any compensation or other payment to you. You specifically covenant that you shall not engage in acts of bribing public officials and/or private individuals and shall not make any facilitation payments, nor lend favours in this regard in relation to or in connection with this arrangement.You agree and undertake to abide by our Storage and Hygiene Standards annexed hereto as Annexure C. You agree and undertake to indemnify and keep indemnified us, our directors, officials and our associate companies from and against all and any costs, damages, expenses, claims or demands made on any or all of them for acts done by you contrary to this clause. Non-compliance of this clause is a material breach of your appointment and shall result in your appointment being terminated immediately.
  1. You shall not engage in any activity that would expose Cadbury or any of its affiliates to a risk of penalties under laws and regulations applicable to them including without limitation all laws and regulations of any relevant jurisdictions prohibiting improper payments to officials of any government or of any agency, instrumentality or political subdivision thereof, to political parties or political party officials or candidates for public office, or to any employee of any customer or supplier.

FORCE MAJUERE

  1. Any failure or omission to carry out the provisions herein, except for failure to pay monies due, shall not give rise to any claim by either party if such failure or omission arises from an act of God which shall include natural calamities such as floods, earthquakes, hurricanes or any other pestilence or from civil strikes, lockouts, riots, embargoes or from any political or other reasons beyond the control of the parties including war, whether declared or not, civil war or a state of insurrection.
  1. We shall not be held responsible for any loss, damage or other liability suffered or incurred by you as a result of or by virtue of this appointmentand in particular due to any failure or delay on our part in effecting delivery of any consignment(s).

NO AGENCY

  1. Nothing contained herein shall be deemed to constitute you as our agent or imply or infer any authorization whatsoever to you to contract in any manner whatsoever for or on our behalf or subject us to any pecuniary or other liability whatsoever and it is expressly agreed that this arrangement is entered into on a principal-to-principal basis and any all contracts or transactions to be entered into by you with third parties shall be entered into by you as principal and not as an agent for or on our behalf.

NO PRIVITY

  1. It is expressly agreed and understood that all the staff and personnel employed by you, shall at all times be and remain your employees. Such persons engaged by you in connection with the performance of the obligations under this letter, shall at no time become or be deemed to become Cadbury’s employees, agents, representatives or servants. You shall have exclusive liability and responsibility for compliance of requirements under various laws and other obligation with regard to those employees. You shall keep the company harmless and indemnified against any claim or demand being made on Cadbury by your employees or being fastened on Cadbury by an award of the competent court on account of such employees.

Termination and consequences of termination

  1. Your appointment shall expire automatically upon termination. We reserve the right to add, amend or alter the terms and conditions herein to serve the exigencies of business.
  1. This arrangement may be terminated by either Party without assigning any reason upon giving 30 days’ notice in writing to the other in that behalf.
  1. We shall be entitled to terminate your appointment forthwith upon the happening of any of the following events namely:

a)Upon the breach by you of any terms, conditions or stipulations herein contained;