+880 17 2051 4565 +880 13 1220 5557
Confidence Center 6A, Kha: 9 Progoti Sharani, Shahjadpur
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Dealership MOU


AUTHORIZED DEALER AGREEMENT

This AGREEMENT hasmade this _______ day of ____________, between STATA LIMITED,hereinafter referred to as “STATA”, having its administrative offices located at Confidence Center : 6A, Kha-9, Progoti Sharoni, Shahjadpur, Gulshan, Dhaka – 1212 and hereinafter referred to as ‘Dealer’, having its offices located at (See appendix A).

BACKGROUND

A. STATA Limited is a Smart lifestyle service provider and distributes IoT device and Solution

B. STATA Limited and Dealer recognize that both the maintenance of quality of STATA and the professionalism of the Dealer are essential to their mutual success.

C. Dealer has demonstrated to the satisfaction of STATA LIMITED that it has the capacity and will to sell STATA’s product to consumers in the manner and subject to the conditions hereafter provided, and by executing this AGREEMENT, Dealer is prepared to warrant and represent that it shall at all times during the effective period hereof continue to maintain such capacity by meeting the qualifications and conditions set forth in this AGREEMENT.

D. Dealer understands that it is critical that STATA establishes and maintains a limited network of highly competent and reputable Dealers of IoT products. Dealer acknowledges that it will be to the advantage of the consumer, Dealer and STATA LIMITED if the products are presented in an environment where they can be displayed, demonstrated, adjusted, and explained by knowledgeable personnel.

In Consideration of the mutual covenants set forth, STATA LIMITED and the Dealer agree as follows:

RETAIL SALES AT AUTHORIZED LOCATION ONLY

A. STATA LIMITED hereby appoints the Dealer, on a non-­‐exclusive basis, to sell and promote the retail sales of STATA’s products upon the terms and conditions hereinafter set forth. The Dealer hereby accepts the appointment as an independent contractor authorized to sell STATA LIMITED’s products.

B. Dealer shall not offer products for sale at any location other than one(s)that have been approved by STATA LIMITED in writing that are attached to this agreement as Appendix B.

OBLIGATION OF DEALER

A. Dealer and its staff shall be intimately conversant with the technical language conventional to STATA’s Smart Lifestyle products in general, and shall possess complete knowledge concerning STATA’s products and their specifications. Dealer shall conduct appropriate sales and installation training of its personnel to ensure that such knowledge is imparted to them and shall cooperate in any product education programs that STATA LIMITED may establish. Dealer’s sales personnel shall be familiar with information concerning STATA’s Product. Dealer should have at least one dedicated carpenter and electrician trained by STATA’s technical team. The dealer must use the ERP software (SALE, INVENTORY & ACCOUNTS) provided by STATA LIMITED.

B. Dealer shall assign minimum 3 sales center, and should have display corner at their office designed by STATA Limited. Dealer shall conduct live demonstrations for its customers as necessary.

C. Dealer shall consistently encourage the purchase of STATA’s products by Dealer’s customers to the best of its ability, and shall at all times represent the products. If a consumer inquires about a competitive product having features and/or specifications similar to STATA’s products, Dealer shall offer to describe and demonstrate the comparable STATA’s products so that consumer can enjoy a full range of choice.

D. Dealer shall comply with all applicable local laws in performing its duties here under and in any of its dealing with respect to STATA LIMITED.

E. If Dealer contemplates a sale of all or any substantial part of its business, or any retail store at an authorized location, whether by sale of stock, assets or otherwise, it shall notify STATA LIMITED in writing not less than forty-five (45) days prior to effecting such sale.

F. Minimum stocking/display requirements: Dealer shall at all times maintain in its inventory at each of its authorized locations no fewer than one (1) Switch board of STATA SMART LIFESTYLE Products in active display.

G. Dealer agrees to make available to STATA such statements of the Dealer’s financial conditions as STATA LIMITED may periodically request. STATA LIMITED reserves the right at all times, either generally or with respect to any specific purchase order of the Dealer, to vary, change or limit the amount or duration of credit to be allowed to the Dealer.

I. Dealer agrees to pay STATA LIMITED for delivery of each consignment shall be deposited 50% in advance of the total value of delivered products/consignment, the rest of the amount of delivered consignment/goods should be paid to the dedicated bank account of STATA LIMITED in every 15 days after keeping their commission (mentioned in appendix A)of case to case sale out of the products.

J. Product returns are subject to prior approval, inspection and acceptance. Dealer must contact STATA LIMITED’s office for approval and for a return authorization number. All returns are subject to 10% restocking charge plus the cost of refurbishing, repairing and repackaging as necessary.If once any products have been sold to the dealer STATA Limited will not be liable if the dealer exercises his power wrongly; (E.g.: If he makes) replicas or does any kind of changes of the products) or misinterprets quality of any products in the sense of selling the products to the customers.

K. All prices for STATA’ products sold to Dealer hereunder are mentioned in Appendix B along with the commission rate Per products. STATA LIMITED may change the prices of its product at any time during the term of this Agreement


OBLIGATIONS OF STATA LIMITED

A. STATA LIMITED shall use its best efforts to maintain the high fidelity and reputation of STATA’s products.

B. STATA LIMITED shall provide such dealer support as STATA deems necessary or desirable through advertising, product literature, local training and other promotional programs.

C. STATA LIMITED shall endeavor to make deliveries within a reasonable time in accordance with orders accepted from Dealer.

D. STATA LIMITED retains the right to cancel any or all purchase orders accepted or to delay shipment thereof, if Dealer fails to meet payment requirements established by STATA LIMITED.

DURATION OF AGREEMENT/TERMINATION

A. This AGREEMENT shall remain in effect in accordance with provisions of this article. Either Dealer or STATA LIMITED may terminate this AGREEMENT with or without cause; provided, however, that in the event the termination is without cause, at least thirty (30) days advance written notice must be given to the other party. Termination for cause may be effected forthwith and without any prior written notice. For purpose of this AGREEMENT, ‘cause’ shall exist under the following circumstances:

1. If either party breaches any provision of this AGREEMENT.
2. In the event that STATA LIMITED, in its sole discretion, determines that the
Dealer is not using it’s best efforts to promote the sales of STATA’s products.

3. If any transaction shall occur whereby any major portion or all of the ownership of the Dealer shall be transferred or sold.

4. If the Dealer liquidates, terminates, or petitions for bankruptcy.
5. If the Dealer fails to meet payment obligation by sixty (60) days or more.

B. In the event of termination of this AGREEMENT by STATA LIMITED without cause, STATA may limit shipment to Dealer after the date of it’s notice, but prior to the effective date of termination, to Dealer’s average monthly purchases from STATA LIMITED during the three (3) months prior to the date of its notice of termination.

C. STATA LIMITED shall have the right but not to be required to purchase any or all STATA’s products owned by Dealer at the effective date of termination of the AGREEMENT. Repurchase shall be consumed at the Dealer’s cost for the product in question, less a 10% restocking charge and cost of refurbishing, repairing and repackaging as necessary.

Documents For Dealership

The following documents should be submitted to STATA Limited with the agreement:
1. Copy of valued TIN Certificate
2. Copy of Tax Certificate
3. Copy of NID
4. Copy of Trade License
5. Two copies of passport size color photograph
MISCELLANEOUS PROVISIONS

A. The liability of STATA LIMITED, if any, for damages for any claims of any kind whatsoever and regardless of the legal theory with regard to any order placed by the DEALER hereunder, regardless of the delivery or non-­‐delivery of such products, or with respect to the products covered hereby, shall not be greater than the actual purchase price of the products with respect to which such claim is made, under no circumstances shall STATA be liable to the Dealer for compensation, reimbursement or damage on account of the loss of present or prospective profits, expenditures, investments or commitments, whether in the establishment, development or maintenance of business reputation or goodwill or for any other reason whatsoever, in no event shall STATA LIMITED be liable to the Dealer for special, incidental or consequential damages.

E. This AGREEMENT shall not be subject to change or modification except by execution of another instrument in writing duly executed by both of the parties to this AGREEMENT.

F. Governing Law: This AGREEMENT shall be deemed to have executed in SYLHET and shall be construed under the laws of BANGLADESH Government.

INVALIDITY

A. If and any extent that any provisions of this AGREEMENT shall be determined by any legislature or court to be in whole or in part invalid or unenforceable, the AGREEMENT in its entirety shall be automatically terminated upon such determination.

IN WITNESS WHEREOF, the parties hereto have executed this AGREEMENT as of Date of signing,


APPENDIX “B” DEALER LOCATIONS

Since dealer authorizes sales of its products on a by location basis, only the following locations, in addition to the primary location listed above, shall be authorized to sell STATA LIMITED’s products (for more locations, please include a separate list):

City:

_________________________________________________

Division:

_________________________________________________

Country:

_________________________________________________

Postal Code:

_________________________________________________

Phone:

_________________________________________________

IN WITNESS WHEREOF the parties hereto have executed the Agreement Extension on Date:

DEALER:

__________________________________________________________________
Company Name

__________________________________________________________________
By: (Authorized Representative)

Title: _________________________________

STATA LIMITED

___________________________________________________________________
By: (Authorized Representative)

Title: ___________________________________