NON-EXCLUSIVE DISTRIBUTION AGREEMENT

This Non-Exclusive Distribution Agreement (“Agreement”) is

executed as of this 12th of May of (“Effective Date”),

By and Between:

Vega Industries Ltd., a company incorporated under the Companies

Act, 1956, and having its registered office at
________________________________________________________
________________(hereinafter referred to as the “Supplier”, which
expression shall, unless repugnant to the context, mean and include its
successors and assigns) of the FIRST PART;

AND

ABC Ltd. is a company incorporated under the laws of India and

having its registered office at
________________________________________________________
________________________________________________________
(hereinafter referred to as the “Distributor” which expression shall
unless repugnant to the context or meaning thereof, include its
successors, legal representatives and assigns) of the SECOND
PART.
Distributor and Supplier are individually referred to as “Party” and
collectively as “Parties”. For this Agreement, the expressions
(a) “IPR” means the intellectual property rights owned or licensed,
including copyrights, trademark, service mark, logo, designs, or such
other similar rights (whether or not registered); and
(b) “Material” means all materials, Product information, and/or
content (including but not limited to images, catalog
information/text/video and graphics) in relation to the
Product/Appliances.
(c) “Appliances” means all the hair straighteners, trimmers, curlers,
etc. as shall be manufactured and supplied by the Supplier to the
Distributor…..

RECITALS:

(A) Whereas, the Supplier, is inter alia, engaged in the business of

cosmetics, beauty products and related accessories
(“Products”). including labeling and packaging thereof.

(B) Whereas, the Distributor is engaged in the business of, inter

alia, the sale of Products in and around the areas of Delhi.

(C) Whereas the Supplier is authorized to sell the Products (as

detailed in Annexure A) and is desirous of selling the Products
to Distributor.
(D) Whereas, accordingly, the Parties now wish to enter into this
Agreement to set out detailed terms of the sale and purchase of
Products, for resale to end customers by ABC Ltd.

NOW THEREFORE, in consideration of the mutual covenants,

terms and conditions and understandings set forth in this Agreement
and other good and valuable consideration (the receipt and adequacy
of which are hereby mutually acknowledged), the Parties with the
intent to be legally bound hereby agree as follows:

1. Purpose/Objective:
1.1That the parties hereby mutually agree to enter into this
Agreement. The Supplier hereby agrees that it shall
manufacture the Appliances and shall deliver the same to the
Distributor and the Distributor shall further sell the
Appliances to the end customers, in pursuance of the terms
and conditions as laid down hereinbelow.
1.2It is hereby mutually agreed that the Distributor herein
appointed is a non-exclusive Distributor and the Supplier is
not under an obligation or restriction to appoint another
Distributor for the distribution of its Products.

The parties in this agreement

mutually consent to supply the
products of the suppliers to the
 end customers through the
Distributor.

2. Term:
2.1The Parties hereby agree that the said Agreement shall remain
effective for a period of 3 years unless terminated prior as per
the terms of this Agreement.
2.2The Parties hereby also agree that the terms of the said
Agreement can be extended for the duration, post the expiry
of the term if mutually agreed between the Parties in writing.

The parties agree that this Agreement shall remain

effective for a duration of ______________ year/months.

The parties shall be bound by this agreement from the

date of execution of this agreement i.e. 12th of May
2024 and shall remain bound till the completion of 1
year, i.e. 12th of May 2025 or unless terminated by
mutual consent.

3. Pricing:
3.1The Distributor shall raise the Work Order and the Supplier
shall within a period of not more than 7 days will either accept
or reject the Work Order and shall communicate the same to
the Distributor. In case, the parties have mutually agreed on
the price as given in the Work Order, the Supplier shall be
 obligated to abide by the same and shall deliver the goods to
the Distributor on the said agreed pricing.
3.2In case there is any conflict in terms of the said Agreement
and the Work Order, the terms of the said Agreement shall
prevail.

4. Transportation and Packaging:

4.1The Supplier hereby agrees that it shall be solely responsible
for the labeling, packaging, and delivery of goods to the
Distributor’s warehouse within the agreed timeline.

5. Delivery:
5.1The Supplier hereby agrees that time is essence and the delivery of
the appliances/goods shall be made within the agreed timeline. In
case, the Supplier fails to deliver the goods within the agreed
timeline, the Distributor shall have the right to reject the goods or
may charge ___% of the invoice amount as a penalty.

5.2The agreed timeline is only “tentative” and in case of any

inadvertent delays in the delivery of Product, the Distributor
hereby agrees to revise the timeline and shall communicate the
same to the Supplier.

6. Invoicing:
6.1The Supplier will raise its invoice at the time of delivery of
the Products and Distributor shall make payments for all the
 supplies received from Supplier by way of account payee
cheque drawn in favour of the Supplier or by way of
electronic/online transfer of money to the nominated account
of the Supplier on or within 15 days from the date of receipt
of Products at the location specified by Distributor.
6.2The Parties expressly agree that the delivery location for the
Products shall be communicated to the Supplier well in
advance, allowing sufficient time for logistical arrangements.
It is acknowledged that any last-minute changes to the
delivery location if required, may impact the agreed-upon
delivery timelines.
6.3The Supplier will always supply the fresh stock of the
Products to Distributor having the Batch Numbers and
packaging date maintained on monthly basis.
6.4The Supplier shall maintain true standards prescribed under
the relevant provisions of law, rules and regulations and thus
the Products will adhere to proper quality controls.
6.5Notwithstanding the provisions mentioned above, the Parties
hereby agree that the Supplier shall proceed to load and
deliver the next lot of stocks to Distributor, as per the
Purchase Order/Work Order, solely after receiving due
clearance of the preceding invoice. The clearance of invoices
is a prerequisite for the initiation of subsequent deliveries.
Any delay in the payment beyond the reasonable period not
exceeding 15 (fifteen) days from the date of the delivery of
Products and the receipt of the invoice, shall make the
 Distributor liable to pay an additional interest at the rate as
specified in the invoice issued.

7. Title:
7.1Although the title of the Products shall pass to Distributor
when the same is delivered at Distributor’s address, however,
the delivery of Products shall not mean acknowledgment of its
condition, nature, quantity or fitness. In case, there is any
latent defect in the Products delivered or its packaging, the
Distributor shall be obligated to intimate the same to Supplier
within a reasonable time period not exceeding 30 (thirty)
business days from the date of the actual delivery of the
Products.

8. Rejection of Products:
8.1If any Products delivered to the Distributor do not comply
with or are otherwise not in conformity with the applicable
law or with the terms of this Agreement, then, both Parties
shall collaborate and facilitate the issue in the following
manner:

(i) Supplier shall be afforded with a reasonable

period, not less than 10 days to address and
rectify any non-conformities in the
delivered Products, or replace the rejected
Products. Such replacements and
rectifications shall be at the Supplier’s risk
 and expense and on being requested by
Distributor to do so;

(ii) Distributor, recognizing the Supplier’s

commitment to product quality, agrees to
consider the Supplier’s efforts in rectifying
non-conforming Products before seeking
the alternate remedy(ies) as stated
hereinafter;

(iii) Require the Supplier to repay the price of

the rejected Products which shall be subject
to a fair assessment of the circumstances,
with due consideration given to the
Supplier’s willingness and ability to
promptly rectify or replace the non-
conforming delivered Products;

(iv) Failure on the part of the Supplier to

comply with the remedies laid down under
Clause __, ___, ____within the reasonable
period, may provide a right to the
Distributor to claim damages for any other
costs, expenses or losses resulting from the
Supplier's delivery of Products that are not
in conformity with the terms of this
Agreement. Any claim of damages under
this clause will be independent of obligation
 under clauses ___& ____of this Agreement.

9. Complaints:

10.1 In case there is any customer complaint then the Supplier

shall be solely liable for the same to the extent such complaint
is regarding the manufacturing defect or packaging defects.
However, in cases where the customer raises a complaint for
delay in delivery of the product, the same shall be solely dealt
by the Distributor.

10.Arbitration:
11.1 In event of any dispute, controversy, or claim arising out
of or in connection with this Agreement, including without
limitation the breach, termination or validity hereof
(‘Dispute’); the Parties shall try to settle such dispute by
mutual agreement.
11.2 If however, the Parties are unable to settle such Dispute
mutually within 30 days of a Party giving the other Party a
notice that such a dispute has arisen, then the Dispute shall be
finally settled in accordance with Arbitration & Conciliation
Act, 1996. The Award of the arbitrator shall be final and
binding on both the Parties. The Parties will bear their own
cost of any such Arbitration including fees of the Arbitrator.
11.3 The Arbitration shall be conducted in the English
language.
 11.4 The seat and venue of the Arbitration proceedings shall
be held at Delhi only.

11.Governing Law and Jurisdiction:

12.1 This Agreement shall be governed by and construed
and enforced according to the laws of India. This Agreement
contains the entire, integrated Agreement between the
Parties, and shall be binding upon both Parties and their
respective heirs, successors and permitted assigns.
12.2 The Parties irrevocably agree that the courts of New
Delhi shall have exclusive jurisdiction to settle any dispute
or claim that arises out of or in connection with this
Agreement or its subject matter or formation.
12.Counterparts:
13.1 The Agreement may be executed in any number of
counterparts, each of which shall be deemed an original, but
all of which taken together shall constitute one and the same
agreement and when executed shall be binding on the
Parties.
13.Entire Agreement:
14.1 This Agreement constitutes the entire agreement
between the Parties relating to the services described
hereinabove, and it supersedes all previous communications,
representations, or agreements, either oral or written, with
respect to the subject matter hereof. No representations or
statement of any kind made by any representative of the
 Parties, which are not stated herein, shall be binding on the
Parties.
14.Amendment:
15.1 No addition or modification of any provisions of this
Agreement shall be effective unless made in writing and
signed by duly authorized representative of the Parties. No
course of dealing, usage of trade, or course of performance
shall be relevant to explain or supplement any terms
expressed in this Agreement.
15.No continuing waiver:
16.1 A waiver (whether express or implied) by one of the
Parties of any of the provisions of this Agreement, or of any
breach or default by the other in performing any of those
provisions, shall not constitute a continuing waiver.
Furthermore, that waiver shall not prevent the waiving party.

(a) from subsequently enforcing any provision of this

Agreement not waived; or
(b) from acting on any subsequent breach of or
default under any provision of this Agreement

16.Severability:
17.1 The invalidity, illegality or unenforceability of any of
the provisions of this Agreement shall not affect the validity,
legality and enforceability of the remaining provisions of this
Agreement. If a provision of this Agreement is declared to be
invalid, illegal or unenforceable, it shall, to the extent practicable,
 be limited or construed in such a manner so that it is valid, legal
and enforceable and reflects, to the greatest extent possible, the
original intent of the Parties or, if not practicable, be severed
from this Agreement.

17.Survival:
18.1 In addition to those provisions expressly stated to
survive termination or expiration of this Agreement, those
provisions which by their nature survive termination or
expiration shall also survive termination or expiration of this
Agreement.
18.2 In the event of any contradiction between the terms
of this Agreement and the terms of the Work Order and
Invoices as raised by either of the party respectively from
time to time, the terms of the Agreement shall prevail.

IN WITNESS WHEREOF, the Parties hereto have caused this

Agreement to be executed in their respective names by their duly
authorized representatives as of the date first above written.

Supplier
Distributor

Witnesses