AGREEMENT

This agreement is made at Chandigarh on this ______day of ______,2010(Year Two Thousand Ten) between the Punjab Agri Export Corporation Limited (PAGREXCO), having its registered office at Plot No.2-A, Sector 28-A, Chandigah (hereinafter called “the Corporation”) and ______(Hereinafter called “the Vendor”).

WHEREAS the Corporation has framed a scheme to popularise natural fruit juices amongst the general public and for that purpose, proposes to set up Refrigerated Juice Vending Machines AND WHEREAS the distributor has offered to market the reconstituted fruit juice/ready-to-serve-drinks by installing the juice vending machines given by the Corporation through Kiosks to be constructed by the Vendor as per the design of the Corporationat ______and hisoffer has been accepted by the Corporation.

D:\My Documents\Lakhvinder\Lakhvinder\Agreement with vendors, Undertaking, To whom , Receipt.doc

Now this Agreement witnesses and it is agreed and declared between the parties as under:

  1. That the Corporation shall, through its authorized suppliers or any other reliable agency designated by it, (hereinafter called “the Supplier”) supply the fruit juice/drink concentrates to the Vendor at the market rate prevailing at the time of supply on regular basis as per the demand of the Vendor.
  2. That the Vendor shall also pay to the Corporation a sum of Rs. ______per kg of juice/drink concentrate as inspection and administrative charges either directly or through the Supplier in cash/draft to be payable along with the cost of fruit juice/drink concentrate in terms of Clause 1 of this Agreement. The price of concentrate includes administrative charges.
  3. That the Vendor shall be bound by all the terms and conditions of the “License Deed” between the Licensor-Site Allotment/Bus Stand authority, on the basis of which the possession of Juice bar site has been granted to the Corporation, and also the Terms & Conditions of renewal of the “License Deed” from time to time.
  4. As per the “License Agreement” between the Site Allotment/Bus Stand Authority the Vendor shall be liable to pay License Fee of Rs. ______ plus House and Water Charges, if any, to the Site Allotment/Bus Stand Authority. Additionally, the Water & Electricity charges, Rs ______ as fixed by the Site Allotment/Bus Stand Authority, will be extra, till an independent and separate meter are installed at the site. The Service Tax, Vat, etc and all other applicable taxes which may be charged/imposed by the State and Central Govt,. from time to time shall be paid by the vendor concerned. All the Fees, Taxes, Charges, etc. as mentioned above shall be paid in advance by 5th day of each month. In case of any increase in the License Fee by State Govt the Vendor shall pay the same.
  5. In addition to the payment of above License Fee and other applicable charges to the Site Allotment/Bus Stand Authority, the Vendor(s) shall be required to deposit a refundable Security amount, at the time of taking possession of the Juice Bar site, equivalent to 3 months License Fee and other fixed charges to the Site Allotment/Bus Stand Authority, which amount together shall be refunded to the Vendor, at the time of termination of “License Deed” or upon the termination of “Vendors Agreement” between the Licensee and the Vendor.
  6. As per the License Deed, the Site Allotment/Bus Stand authority shall have the right to recover advance monthly payments directly from the Vendor. In case of any delay/default in monthly payments on the part of the Vendor of the License Fee and other fixed Dues to the Bus Stand Authority, the said Authority shall issue a 15 days’ Notice’ to the Vendor asking for the clearance of all the outstanding Dues, with a copy of such Notice to PAGREXCO. In case the outstanding dues are still not cleared by the Vendor, the Site Allotment/Bus Stand Authority shall have a right to remove the Juice Bar Kiosk of the Vendor from the site and adjust all the outstanding Dues from the Security amount lying deposited with Site Allotment/Bus Stand Authority. The balance amount, after the adjustment of outstanding dues from the Security Amount, shall be refunded to the Vendor directly by the Site Allotment Authority. In case of any outstanding amount towards the Site Allotment Authority, even after the adjustment of the Security amount, the Vendor shall be liable for recoveries as per law.
  7. In case, the Site Allotment/Bus Stand Authority makes Corporation liable for any recoveries of any outstanding payments/dues of the Vendor towards the said Authority, the same shall be recovered from the Vendor, along with interest @ 12% along with damages and costs of proceedings, if any, after adjusting any such amounts due from the Security amount lying deposited with the Corporation.
  8. That the Corporation shall supply the juice vending machine at a monthly lease of Rs.______which shall be payable in advance. That the Vendor shall furnish in favour of the Corporation a Security Amount to the tune of Rs. ______by way of bank guarantee or by DD payable to Punjab Agri Export Corporation at Chandigarh for the machine and for the satisfactory functioning of the kiosk in terms of this Agreement. That the Vendor shall ensure proper quality of the juice/drink as per the standards of FPO and laid down by the Corporation, and the kiosk shall be open for inspection to the representative of the Corporation and the Authorities of the National Horticulture Board. As the concentrate is to be reconstituted by adding purified water, the Vendor shall install water purifier of AQUAGARD or EQUIVALENT make of suitable capacity at the kiosk at his own cost. If at any time, the quality of dispensed juice/drink is found below standard, the Corporation would be at liberty to destroy the stocks of such sub-standard goods, issue warning and also terminate the Agreement forthwith besides revoking the Bank Guarantee.
  9. That the Vendor shall employ adequate staff at his own cost at the kiosk for the sale of products. He shall also maintain hygienic standards at the kiosk. The responsibility for unhygienic conditions would exclusively fall on the Vendor. The Vendor shall also procure, at his own expense, a refractometer (0º to 32º brix), which shall be kept at the kiosk during all working hours to enable the quality of the juice being dispensed to be checked.
  10. That the supplies of product will be made by the Supplier in returnable containers and the Vendor agrees to deposit adequate security towards the cost of the containers as demanded by the Supplier. This shall become refundable after receipt of containers in safe and sound condition.
  11. That the Vendor agrees to sell the goods as per rates approved by the Corporation from time to time. However, the price will be fixed keeping in view the interest of the Vendor.
  12. During the winter season, the Vendor shall sell Tomato Soup through the kiosk in addition to the juice for which tomato concentrate/paste shall be provided by the Corporation through the Supplier. That the Vendor shall be solely responsible for any lapse on his part with respect to any complaint filed before the Consumer Forum/Any other such Forums and shall be dealt with by the Vendor at his own cost and consequences and the Corporation shall be kept indemnified by the Vendor in this regard.
  13. That the Vendor shall not sell or in any manner deal in the products other than the products supplied by the Corporation.
  14. If the vendor does not want to continue with the business, in that case he shall make a request to the Corporation in writing to get the machine inspected by its engineer/nominees. If, on inspection, the machines are found to be in perfect running condition, the same shall be taken by the Corporation and on recommendation of the Engineer/nominee the Bank Guarantee given by the vendor shall be released, provided all the dues are cleared by the vendor.
  15. The Vendor shall maintain the juice vending machine at his own cost and shall be responsible for any loss to the machine.
  16. That the risk of unforeseen contingencies such as power cuts, break down of machine, etc. shall be the sole responsibility of the Vendor.
  17. That the Vendor shall get the equipment insured in the name of the Corporation against all possible risks and shall also be responsible for timely payment of premium to the Insurance Company.
  18. The Vendor shall attach the Juice Vending Machine with a 3-Step, 1 KVA, 220 V AC Voltage Stabilizer of some reputed brand, besides earthing of machine, socket and board to avoid electric shocks.
  19. The Vendor shall construct the kiosk to house the juice vending machine as per artwork and architectural drawings given by the Corporation for which the vendor shall have to pay a sum of Rs.300/-
  20. The Vendor shall construct the kiosk to house the juice vending machine as per PAGREXCO’s standard design at his own cost. Copy of the artwork can be obtained, if required by paying a sum of Rs.300/-.
  21. The Parties agree that Chandigarh Courts shall alone have territorial jurisdiction to entertain any dispute arising out of this Agreement.
  22. This Agreement shall be binding upon the parties hereto as well as their successors, nominees and assignees.
  23. The Vendor shall retain the juice-dispensing machine for a minimum period of one year from the date of signing of this Agreement. In case the Vendor returns the machine before the expiry of one year, he shall pay lease money at the rate of Rs ______per month for the remaining period.
  24. That the Distributor shall also pay to the Corporation the Service Charges per machine per annum @ Rs.7/- per kg. or Rs.7,000/- per annum which ever is higher for the first 1000 kgs. and over and above 1000 kgs. of supplies Service Charges would be Rs.7,000/- for first 1000 kgs. and Rs.3/- per kg. for supplies over and above 1000 kgs. The Service Charges shall be payable by the first week of September every year. One year, for the purpose of Service Charges, shall be a financial year i.e. from April to March.
  25. The kiosk would remain in the exclusive possession of the Vendor, the Vendor shall not indulge in or carry out any activity other than the one specified above and consequently shall have the sole responsibility in this regard.
  26. The Vendor may its option directly make purchases of the products of Himalayan Vegi Foods Ltd., who are the recognized suppliers of PAGREXCO. In such eventuality, the Vendor shall, within three days, communicate to the PAGREXCO all the details of the purchase made by it from Himalayan Vegi Fruit Limited.
  27. The Vendors shall have the exclusive responsibility for any variation/adulteration etc., if found by any Authority, in the products sold by it. PAGREXCO shall have no liability of any kind whatsoever in this regard.
  28. The Vendor shall not sublet or transfer the juice bar/site to any body without the consent/written approval of the Corporation failing which legal action against the vendor can be initiated.
  29. The Vendor will have to lift the material during the financial year as per target fixed as under:-

A.Drink Concentrates: ______

Tomato Soup: ______

B. Other Products:______

In witness whereof the parties above-named have signed this Agreement on the date and day mentioned above in presence of Witnesses.

Place:Chandigarh

Date:

for and on behalf of CORPORATION PAGREXCO

CHANDIGARH

______

for and on behalf of Vendor

(NAME & ADDRESS)

1) Name & Address

2) Name & Address

UNDERTAKING

I, ______do hereby undertake to abide by all the terms and conditions contained in this Agreement and the provisions of License Deed executed between the Punjab Agri Export Corporation (PAGREXCO), 2-A, Sector 28-A, Madhya Marg, Chandigarh & Site Allotment Authority in respect of PAGREXCO Juice Bar site situated at ______The provisions of the License Deed executed between PAGREXCO and Site Allotment Authority have been explained clearly to me in great detail and a copy of which has also been supplied to me. As per the provisions of this Agreement and the License Deed, I shall also be responsible for the payments of all Dues to be made to Site Allotment Authority and to PAGREXCO as well as undertake to abide by all the terms & conditions contained in this Agreement and the License Deed executed between the PAGREXCO and Site Allotment Authority. In case of breach of any of the Clauses of this Agreement and/or the License Deed executed between

PAGREXCO and Site Allotment Authority, I shall be liable for all recoveries, forfeiture of Security Amounts and for any other appropriate proceedings as per law.

I further undertake that in the event of default on my part towards the payment of License Fee and other fixed Dues towards the Site Allotment Authority (the Licensor) or any other lapse on my part, I indemnify PAGREXCO from any recoveries, legal proceeding, losses, etc. in case any adverse order is passed against PAGREXCO by any Authority or any Court of law.

Further, I undertake that I shall lift the material from PAGREXCO during office hours from time to time for sale in the proposed Juice bar and no other material shall be sold through PAGREXCO outlet at the above site, except as specified in this Agreement.

(Signature of the Vendor)

(NAME & ADDRESS)

D:\My Documents\Lakhvinder\Lakhvinder\Agreement with vendors, Undertaking, To whom , Receipt.doc