To,

…………………………………….
…………………………………….
…………………………………….

Sub: Clearing and Forwarding Agency Agreement,

Dear Sir,

We have pleasure in appointing you as our C&F agent with effect from …………… on
the following terms and conditions:

1. You shall act as one of our C&F agent for the state of …………………………….
for all the products marketed by us and/ or to be introduced in future. You shall
undertake to provide a furnished office which office facility which shall include
Telephone, Furniture, Computer, Electrical fittings, such as Fan, Lighting and
also a Warehouse for our exclusive use to stock the products dispatched to you for
pending invoicing. You will also provide for maintenance of our stock and
financial accounting records in a manner required by the company.

2. You shall also provide the necessary manpower to carry out the day-to-day
functions entrusted to you as a clearing and forwarding agent more effective &
efficiently.
3. You will also agree to do the billing/ invoicing of the products being dispatched
and also the banding of the cheques and the related work thereof of follow up
with the banks from time to time. Invoicing also means either manual billing
[only in inevitable situation] or sales order processing and Financial Accounting
System in Computer.

4. You shall receive, accept, verify, unload and stock the products consigned to you
by us from time-to-time, in accordance with company practices.

5. You shall keep the stock sent to you in your custody and provide for a secured
Godown and keep the stock away from hazardous and inflammable goods that
you may otherwise store and ensure safe keeping of the stock. Stock lying with
you will be insured by you for all risks at our cost. Risks will include fire, floods,
riots, theft & earthquake etc. You will take necessary steps to safeguard our
interests. Failing so it will be your sole responsibility for any eventual situation.

6. You shall be issued stock transfer note in respect of all stocks consigned to you by
us from time-to-time and it is understood that the sale to the stockists /
Distributors shall be on a principal to the purchaser thereof and in accordance
with the prevailing price list provided to you from time to time.

7. Company’s transfer cost or transfer rate has nothing to do with sales rate. You
will be held responsible to make good to the company it any sales is made on
lesser rate then the prevailing price list provided to you from time to time.

8. You shall receive dispatch instructions for consigning the stocks to the stockists
from time to time and you shall deliver stocks on our behalf and distribute the
same in the original packaging with the labels affixed to it and you shall not
remove or mutilate the markings and stampings made on the stocks sent to you,
until & unless necessary for the purpose of packing by our writer instruction.

9. You shall keep the necessary records as regards the receipt, storage, packing,
dispatch, invoicing, banking and sales tax according to our instruction and shall
keep us duly informed in the format and at the periodically decided by us and
conveyed to you from time to time. You shall provide us the floppy of computer
concerning overall transactions on fortnightly basis.
10. You shall maintain necessary register as required by law and submit sales tax
returns on our behalf by the due date and in accordance with the Law/ Rules
relating to such returns and forward the same to our office to arrange transfer ST
payment to on monthly basis.

11. You shall send us such statements as may be required and asked to you to provide
from time to time. You will provide us floppy of monthly transactions, as per the
F.A.S. programme provided to you by us to avoid any unwarranted expenses of
stationary and time.

12. You shall accept all the stocks consigned to you by us and dispatch the same on a
first in first out [FIFO] basis and stock keeping should be in a manner so as to
facilitate inspection, physical verification and examination at any time by our
authorized representative/ auditors.

13. You will keep one blank security cheque along with party’s letter before initiating
dispatch. Failure of so, responsibility will lie with you.

14. In case of stocks received in damaged condition, without waiting for our approval,
you will immediately arrange survey of the goods by approved marine surveyor
and survey report of the approved marine surveyor must be forwarded to us in a
stipulated time for a marine insurance claim with our Insurance company at
………………………..……..

15. You shall not enter into any contract on our behalf without any written approval.

16. You are not authorized to issue the samples from the saleable goods without prior
& written approval from higher authority (H. O.). The marked samples will be
provided from (H. O.) which will be stored separately and distributed according to
instruction by operational manager of the territory at our cost.

17. You will not be entitling for any extra commission than the existing commission
structure on goods supplies to any Govt., Semi-Govt., & institutional supply.
18. The company agrees to indemnify C&F agent & inform them about all the direct
supplies made from …………………. On which you will get commission as per
annexure – II.

19. This agreement will remain in force up to…………..…. Further extension would
be granted for a period of one year at any time subject to mutual consent in
writing. This agreement can be terminated by either part giving one month notice
in advance. This agreement is only becomes effective and enforceable when
………………………. Indore does comply following pending issues as under:

A) That …………………….... Indore clears its overdue outstanding dues

payable to the company on or before ……………. (additional extended
date) which he has confirmed and assured vide their letters no. ……….
and ………. dated …………respectively, and Minutes of Meeting dated
…………… or as per the additional extended date given by the company.

B) That …………. Indore will provide all forms to the company on or before
…………………. Which they have confirmed and assured vide their
letters no. ……… and …… dated …………….. respectively and minutes
of meeting dated ………………..

C) That letter no. ….... and …… dated …. …. And ………. Respectively and
minutes of meeting dated ……………….. are the forming part of this
agreement for compliances and attached as “Annexure”.

D) This agreement is executed and handed over only to comply the

formalities with sales tax authorities and drug authorities at Madhya
Pradesh State.

E) This agreement expire automatically and will be treated as null and void if
the compliance of all Para clauses of 19 are not complied on its stipulated
time mentioned therein which they have confirmed and assured vide their
letter no. ……………………..respectively and minutes of meeting
date……..…
20. Upon termination of the agreement, we shall make and prepare a final accounts in
respect of our dealings with you under this agreement and all the dues payable
shall be cleared by us within 15 days subject to return of all the stocks lying with
you, the relevant books, papers, documents, remaining stationary, our F.A.S.
computer programme, samples etc from your possession and custody prior to
payment date.

21. In case of violation of the terms of this agreement we will have all rights to
terminate you without any notice. Terms of violation are specified in Annexure –
I.

22. If any dispute arises for various clauses of the agreement and other dispute
relating to operation of business, then instead of approaching to courts of Law it is
decided to refer the disputes to the Arbitrator. The sole Arbitrator shall be
appointed to finalist the dispute with mutual consent as per the provisions of the
Arbitration and conciliation act, 1996. The venue of Arbitration proceeding shall
be at ………... and any award decisions taken by the Arbitrator shall be binding
on us.

23. You will not change the constitution of the firm without our prior consent.

24. This agreement has two “Annexures”, “Price list”, a “ Distribution Operating
Manual”, a Proforma for account confirmation to be sent to all the parties on
quarterly basis, Minutes of meeting held on ……………. & letters no.
…………….dated …………..& …………. Respectively written by
………………….., Indore, and minutes of meeting dated ………………which
shall be considered a forming part of this agreement. Any changes in the price list
will be forwarded to you from time to time .
 25. In witness whereof the parties hereunto have subscribed their respective
signatures on this agreement.

Please sign the duplicate copy of this agreement as a token of your acceptance of the
above terms and appointment.

For, B.G. Bioceutical Pvt. Ltd.

Indore (M.P.)

Satish Bhardwaj
M.D.

Witness: ……………………
………………………………………..
TERMS OF VIOLATION:

Any breach of clause of DISTRIBUTION OPERATING MANUAL.

For, B.G. Bioceutical Pvt. Ltd.

Indore (M.P.)

Satish Bhardwaj
M.D.