CONSIGNMENT AGREEMENT

This agreement is made at ______________ on this ____th day of _______ BETWEEN ______________________________________, a registered company under Companies Act, 1956, having its registered office at __________________________________________________________ (herein referred to as Principal) of the first part AND M/s ________________________________ represented by its Partner / Proprietor/ Director, having its place of business at ______________________________________ __________________________ and having its State Trade Tax No. _________________ dated ________________ and CST No. _____________________ dated _____________ respectively (hereinafter called as Consignment Agent) of the other part. The Principal is a Distributor of Brands (_____________________________________________________________) products (________________________________________) and desirous of selling these branded products to Dealers and Retailers throughout the state of ____________ Territory through the Consignment Agent. Now this Deed witnesses as follows: 1. DEFINITION a) Principal means _____________________________. b) Consignment Agent means _______________________. c) Territory means the state of ________________ only. d) Products means the above-mentioned branded products and new products if added by the Principal time to time. e) Dealers & Retailers means appointed channel partners appointed by the Consignment Agent to sell the above products in the state of __________. f) Consignment means the products dispatched by the Principal to the Consignment Agent based upon the requirement/ stocking by way of indent and for further selling in the ____________ state on behalf of the Principal. g) The Consignment Agent will not promote or sell products similar to the products and product lines of the Principal.

2. DISPATCHES a) The Consignment Agent agrees to place his indent based on his weekly/ fortnightly/ monthly requirement/ prospects to the Principal through e-mail, fax, post or courier. b) The Principal on receipt of the indent will dispatch the consignment through surface/ air on Stock Transfer Note (STN) based upon the Principals ruling price at the time of dispatch as fixed by the Principal from time to time or at the mutually agreed/ settled price. c) The consignment Agent will also provide Waybill/ Road Permit, if any for the goods to travel from the Principals go-down to the Consignment Agents destination. d) Normally, freight for the dispatches against STN will be borne by the Principal. However, where STN are made at mutually agreed/ settled price for giving liberty/ freedom to the Consignment Agent or where goods are transferred by air as per the request of the Consignment Agent, freight for these dispatches will be borne by the Consignment Agent or deducted from his due commission.

3. SALE AND COMMERCIAL PART a) The Consignment Agent will obtain necessary Form F from the local commercial tax department of the concerned state and furnish/ issue in favor of the Principal within three months from the end of the quarter to which STNs relates. Normally, one Form F is issued for the full months transactions based upon the goods received on stock transfer notes from the Principal. It will be the duty of the Consignment Agent to provide Form F within prescribed time without waiting for any reminders from the Principal. If Form F is not received by the Principal within prescribed time as above, the Principal will be at his liberty to charge ____% of the STN amount plus any interest/ penalty levied by the concerned commercial tax department of the Principals state. b) The Principal will provide market selling price and list price to the Consignment Agent to enable him sell within his territory. However, on case to case basis, the Consignment Agent will be given free hand to sell the material at the prevailing market rates. c) The consignment Agent will sell to the dealers, retailers or any other customers on behalf of the Principal by charging the local sales tax of the state of _________ over and above the basic selling price charged by the Consignment Agent d) The Consignment Agent will deposit this local sales tax with the concerned Sales/ Trade Tax Authorities of the state within the prescribed time as per the prevailing rules and procedures of the state. All the sales/ trade tax liability in the state will have to be borne by the Consignment Agent only.

e) For the purpose of security, the Consignment Agent will pay the full value of the stock transfer note in advance by way of a Demand Draft payable at New Delhi or at par cheque favouring Advent Infotech Pvt. Ltd. However, after few transactions, the Principal can grant relaxation on this part or extend some credit period. This would be at the sole discretion of the Principal only. f) Consignment Agent shall furnish every month a statement made by him in the approved format called as Account Sale showing all details such as goods sold, qty, sales proceeds, consignment expenses, amount of commission, detail of stock holding with him. The Consignment agent shall also provide the Principal the copies of the sales tax chalans as a proof of depositing the local sales/trade tax. g) Generally, the Commission shall be ___% of the amount of sale proceeds minus any approved consignment expenses. However, the Principal, on case-to-case basis for giving more freedom and incentive to the Consignment Agent, may fix/ settle the amount of the final sale price with the Consignment Agent. In this case, STN (Stock Transfer Note) would reflect this fixed/ agreed/ settled price and the commission amount will be the actual sale proceeds minus already fixed/ agreed/ settled amount as above. The Consignment Agent may retain the amount of the commission out of the sale proceeds and remit the balance amount after adjusting TDS (tax deducted at source) component on commission, if that STN not cleared earlier as security deposit. h) The commission payable to the Consignment Agent will be subject to the provisions of section 194H of the Income Tax Act, 1961.

4. PRODUCT GUARANTEE The Principal agrees to undertake 100% quality guarantee/ assurance in case the products having manufacturing defects and agrees to replace the defective stock with fresh good stock after the Consignment Agent furnishes complete details.

5. VALIDITY This Agreement shall be effective from __________________ and shall remain valid for a period of one year i.e. up to __________________. The agreement may be renewed after the end of the validity period with the consent of both the parties.

Sign & Seal of the Principal

Sign & Seal of the Consignment Agent

Witness

Witness