AGREEMENT FOR “BUSINESS ASSOCIATION”

This Agreement is made on this day of , between M/s. Vayave LLP.

Pune & Udadhi Infrastructure, Pune

M/s. VYAVE LLP., a company incorporated under the companies act, 1956 and having its Office
at:  SHOP A-10, GROUND FLOOR, BK AVENUE, D. P. ROAD, OPP. PARANJAPE SCHOOL,
KOTHRUD, Pune 411038. (Hereinafter referred to as “The Company”, which expression shall
unless repugnant to the context or meaning thereof, include its successors in interests and
assigns) of the FIRST PARTY

AND

Udadhi Infrastructure, Vayave Division, Pune, having its office at “Office No A-10, BK Avenue,
S. No. 87/10, DP Road, Opp. Paranjape School, Kothrud, Pune – 411038 (Hereinafter referred
to as “Business Associate” which expression shall unless repugnant to the context or meaning
thereof include its successors in interests and assigns) of the SECOND PARTY

The “The Company” and the “Business Associate” will be individually referred to as “party” and
collectively referred to as “parties”.

WHEREAS, the “The Company” is engaged in the business of Procuring, importing, marketing,
selling & service of “Air Purification Equipment and systems”.

WHEREAS, the “Business Associate” is engaged in the business of trading “Air Purification
Equipment and systems” and has approached the “The Company” to act as a “Business
Associate” for selling of “Air Purification Equipment and systems” on the condition herein set
out.

I. THE RIGHTS AND OBLIGATIONS OF THE PARTIES AND THE GENERAL CONDITIONS OF THE
AGREEMENT ARE AS GIVEN BELOW:
1. “The Company” has agreed to appoint Udadhi Infrastructure, Pune, as a “Business
Associate” for its products mentioned in Schedule 1 of this Agreement.
2. The area of operation of the “Business Associate” Shall be for Pune and surrounding
Areas
3. This appointment is effective from the date the agreement takes into effect for Five
Year and Three Months (i.e. 1st October 2020 to 31st December, 2025) and can be
renewed for further periods by the “The Company” based on the performance of the
“Business Associate”. This agreement supersedes and cancels all previous agreements.
The target for the financial year 2020-2021 is Rs. 25, 00,000/- i.e. 15 units and the sale
 goal for the following year will be re-fixed by considering market conditions and The
Companies Sales Targets. M/s. VAYAVE LLP With its infrastructure and considerable
experience the “Business Associate” has in the field of marketing, selling and services of
“Air Purification Equipment and systems” and Spares, the “Business Associate” is
expected to focus on ultimate customer satisfaction, build a large customer base and
improve our market share for “Air Purification Equipment and systems”.
4. The installation/commissioning of product would be done by the “The Company” as per
installation guideline. “Business Associate” will manage all necessary co-ordination and
site help to installation team.
5. The “Business Associate” will not assign or charge or attempt to assign on charges any
right/ benefit/ obligation nor alteration of any conditions already finalized.
6. The “Business Associate” shall not assign, transfer the rights and obligation under this
Agreement or any part thereof unless agreed by the “The Company” and the “Business
Associate” in writing.
7. The “Business Associate” shall not engage themselves or be concerned or interested in
the manufacture, production, importation, Business Associateship agency, sale,
advertisement or publicity of any products which is like or similar to or capable of being
used in the place of the range of Products similar to our Products & marketed by the
“The Company”.
8. The “Business Associate” will not contact directly of indirectly to any of our product
supplier, contractor, service providers or any associate and transfer any information
with our consent.
9. Sub distribution – we reserve the rights of the approval any future deed / sub deed on
execute / non execute basis in future. However the “Business Associate” can appoint
his “Agent or Resident Engineers” to any cities of his interest within his territory.
10. The “Business Associate” will ensure that the good image of “The Company” ( VAYAVE
LLP) is maintained in the market. The “Business Associate” shall bring to the notice of
the “The Company” immediately any information which will affect the company’s
image in the market including erosion of market share.
11. The “Business Associate” agrees to provide the “The Company” with market
information required from time to time and to comply with instructions issued by the
marketing Department of the “The Company” in connection with marketing of its
products. The “Business Associate” shall use their best endeavors to provide any
customer in the Region with commercial and technical information as may be required
and will actively engage themselves in sales promotion work.
12. The “Business Associate” shall keep sufficient stock so that the delivery of the material
and spares should be timely minimized and should not affect “The Company’s”
reputation with the customers.
13. The “Business Associate” shall comply with all directions and instruction of the “The
Company” and in the absence of any direction or instructions in relation to any matter,
 the “Business Associate” shall act in such manner that will be most beneficial to mutual
interest.
14. The “The Company” will have right to send sales/commercial/technical representative
at the “Business Associate’s” place of business for inspection/reports and
improvements.

15. The “Business Associate” agrees to furnish the “The Company” with the details of the
activities of the competitors, in the market place, periodically, and as and when asked
for.
16. The “Business Associate” shall exert themselves to promote the products and shall
maintain sufficient infrastructure facilities at “Business Associate” cost only.
17. The “Business Associate” shall give the company a projection of the requirements for
three months at a time under a rolling plan and agree with the “The Company” on the
monthly targets to be achieved, these targets are subject to periodical review by the
“The Company”. The sales plan will be agreed on the basis of mutual consultations at
least one month in advance of the commencement of each quarter.
18. In respect of all orders procured by or through the “Business Associate” and accepted
and performed by the “The Company”, the “Business Associate” shall be responsible for
clearance of the goods by purchasing parties, payment thereof by purchasing parties as
prescribed by the “The Company” and also for any demurrage, wharf-age overdue
interest and similar charges arising in consequence of any delay or default on the part
of the purchasing parties in taking delivery of such goods or in retiring the documents
relating thereto or in settlement of outstanding.
19. In respect of all orders executed in the area of operation, whether through the
“Business Associate” or directly, the “Business Associate” shall render post order
service overseeing the delivery of the goods to the purchasers and their passing and
acceptance, contacting customers and taking effective steps for realizing all outstanding
dues to the “The Company” in respect of the sales and all such obligation shall be
promptly carried out by the “Business Associate”. For any outstanding not realized in
respect of orders procured by or through the “Business Associate”, the “Business
Associate” shall incur liabilities to the “The Company’s” to the extent of amount
remaining unrealized, notwithstanding the efforts of the “Business Associate”.
 II. RIGHTS, RESPONSIBILTIES AND OBLIGATIONS OF THE “THE COMPANY”
1. The “The Company” shall determine prices from time to time for the supply of its
products along with the spares and the price list & discount will be furnished.
2. The “The Company” will train the “Business Associate’s” representatives as per the
company’s policies.
3. The “The Company” will supply all mailers and literatures required by the “Business
Associate”.
4. Payment terms would be as in Schedule II to this agreement.
5. The goods are available on Ex-warehousepricing basis to the “Business Associate”. The
“Business Associate”, customers are fully responsible after that security of the goods
including insurance and for all the expenses like Demurrage, Wharf-age, Interest etc. as
may be raised relating to that or incidental thereto.
6. Any manufacturing defects in the products and if any discrepancy in quantity and quality
should be reported to the “The Company” within a maximum period of 48 hours by the
“Business Associate”. It is the responsibility of the “Business Associate”, if there is any
external damage & its insurance & liabilities are wholly “Business Associate’s”
responsibilities. “The Company” will give back to back 1 years warranty on the basis of
correct information shared and it is companies whole responsibility whether to give
warranty or not depending upon the actual reports sent by the “The Company”.
7. The “Business Associate” is required to work for promotion of sales exclusively in the
assigned territory; however “Business Associate” may work in other territory, subject to
prior written approval from the “The Company”.

III. OTHER PROVISIONS

1. The “The Company” will be responsible for all advertisement for its product. The
“Business Associate” may at its own cost make advertisement in such mode / form as it
feels necessary. However, the texts/ pictures of such advertisement shall be with the
prior approval of the “The Company”.
2. The “Business Associate” shall not extend / enhance the period of warranty already
provided by the company as declared policy. Apart from product Warranty, AMC is
available from first year.
3. The company agrees to warrantee its products against all manufacturing defects for a
period of 15 months from the date of invoice and 12 months from the date of
installation and agrees to repair or replace, the products, as necessary, if brought to the
notice of the “The Company” within a period not exceeding 15 days from the date of
detection of such defectsduring the overall period of one month from the date of
invoice of supply.
4. The “The Company” may agree to appoint the “Business Associate” to distribute its
products other than mentioned in Schedule I by adding the names of such products to
 this schedule. All the terms and conditions of this agreement would be applicable to
new products allotted and included in Schedule I.
5. In case “The Company” observes that the “Business Associate” does not adhere to the
policies, rules and regulations and do not follow the terms and conditions of this
agreement, the “The Company” reserves the right to terminate this agreement without
assigning any reason thereof.

IV. DIRECT ORDER TO THE “THE COMPANY”

In case the “Business Associate” refers any client to The “The Company” and on maturity of
the deal & after realization of the payments from such deals then the “The Company” shall
pay commission to the concerned “Business Associate” as per the Commission structure in
the Price list.The payment of such deals shall be sole discretion of the “The Company”. The
payment shall be paid after deducting the statutory dues / taxes. The “Business Associate”
will be wholly responsible for the warranty service for which 10% of the commission
amount will be retained till the completion of warranty period. This 10% amount will be
released once the warranty period is completed.

V. DURATION AND TERMINATION

1. This Agreement shall commence from 01-10-2020 and would be valid till 31-12-2025
unless renewed / terminated in writing by the company after assessment of the
performance of the “Business Associate”.
2. During the commencement of this agreement, the agreement can also be terminated by
either party by giving to the other party not less than three calendar months’ notice in
writing, or arising out of breach or default of any of the obligations under this
agreement.
3. All notice under this agreement shall be in writing and shall be served by sending the
same by registered post / a reputed courier, addressed to the other party at its
registered office or the address mentioned in this agreement and in proving services it
shall be sufficient to show that the same has been properly addressed and posted.
4. Termination of the agreement by either party shall not absolve the “Business Associate”
from any of the obligations or liabilities incurred or arising out of transactions prior to
the date of such termination or arising out of breach or default during the subsistence
under the Agreement.

VI. FORCE MAJEURE

1. Force majeure shall mean the occurrence of an event beyond reasonable control of
either of the parties and which renders impossible the performance by either of the
parties in the light of their agreed upon obligations. Such an event could include by way
of example, war or civil disorders, acts of Governmental Agencies, Acts of God and /or
 natural catastrophes and significant damages of production facility and labour strikes
etc. for which the party affected shall notify the other party immediately on the
occurrence of force majeure conditions.
VII. JURISDICTION

As this agreement is made and executed in Pune, the jurisdiction will be in the courts at
Pune only and at appropriate appellate courts.

IN WITNESS WHEREOF, the parties have made this agreement at Pune.

VIII. REPORTING UPDATES WEEKLEY BASIS

The “The Company” will send “Business Associate” excel format sheet in which weekly basis
updates need to be send to the company. On implementation of ERP, all “Business
Associates” will get a User Account and he has to input all necessary data on daily basis. All
quotation will be issued from ERP System only.
SCHEDULE I- PRODUCTS COVERED BY THIS AGREEMENT

Product Code Product Family and Description Description

HVLS FANS CRYSTAL RANGE OF FANS

EVAPORATIVE AIR COOLING BREEZAIR / SYMPHONY RANGE OF EAC

HUMIDITY CONTROL CARRIER RANGE OF DEHUMIDIFIERS

DUST COLLECTION AND MEDIA PROPOSED

FILTRATION

ODOR KILLING PROPOSED

SCHEDULE II -PRICE AND TERMS OF PAYMENT

CRYSTAL RANGE OF HVLS FANS

BA  BA  INSTALLATIO
FAN MODEL PRICE MARGIN  CUSTOME N CHARGES  AMC AMC AMC
NUMBER RS. S R PRICE RS. RS. 1ST YR 2ND YR 3RD YR
11505 1500
RE-085 0 10000 125050 20000 5000 10000 0
12155 1500
RE-125 0 10000 131550 20000 5000 10000 0
14755 1500
RE-165 0 10000 157550 20000 5000 10000 0
15535 1500
RE-205 0 10000 165350 20000 5000 10000 0
15925 1500
RE-245 0 10000 169250 20000 5000 10000 0
 Above Price is included of Transportation on Go-Down Delivery to your city.
 Installation does not include scaffolding and boom lifter price. It will be separately bourn by customer.
 All items should be mentioned separately in your Purchase Order with proper HSN & SAC Codes.

PACAGED DE-HUMIDIFIERS :

BA
PRICE  BA  CUSTOMER  INSTALLATION  AMC AMC AMC
DH MODEL NUMBER RS. MARGINS PRICE RS. CHARGES RS. 1ST YR 2ND YR 3RD YR
VVDH-10L 11100 5000 16100 1000
VVDH-16L 13500 5000 18500 1000
VVDH-20L 15500 5000 20500 1000
VVDH-30L 22500 5000 27500 1000
VVDH-50L 30000 5000 35500 1000
 Above Price is included of Transportation on Go-Down Delivery to your city.
 Installation does not include scaffolding and boom lifter price. It will be separately bourn by customer.
 All items should be mentioned separately in your Purchase Order with proper HSN & SAC Codes.
EVAPORATIVE AIR COOLING RANGE OF PRODUCTS

BA
EAC MODEL PRICE  BA  CUSTOMER  INSTALLATION  AMC AMC AMC
NUMBER RS. MARGINS PRICE RS. CHARGES RS. 1ST YR 2ND YR 3RD YR
SYMPHONY PAC-20U 70000 5000 75000 10000 5000 7500 10000
SYMPHONY PAC-25U 85000 5000 90000 10000 5000 7500 10000
SYMPHONY PAC-32i 145000 10000 155000 20000 5000 7500 10000
MOVICOOL XL200i 85000 5000 90000 2500 5000 7500 10000
MOVICOOL DD-125 32000 5000 37000 2500 5000 7500 10000
MOVICOOL XL-100G 45000 5000 50000 2500 5000 7500 10000
TBQ-500 BREEZAIR 115000 10000 125000 10000 5000 7500 10000
TBS-580 BREEZAIR 140000 10000 150000 10000 5000 7500 10000
TBSi-580 BREEZAIR 165000 10000 175000 15000 5000 7500 10000
 Above Price is included of Transportation on Go-Down Delivery to your city.
 Installation does not include scaffolding and boom lifter price. It will be separately bourn by customer.
 All items should be mentioned separately in your Purchase Order with proper HSN & SAC Codes.
 Ducting and other accessories and their installation is not included.

TERMS OF PAYMENT :

 There would be 50% advance along with PO. On receipt of the advance PO will be
confirmed. And material will be taken for manufacturing
 40 % with all Taxes and Duties, before dispatch of goods from factory.
 10 % on Completion of Installation.
 Freight would be inclusive for all the models, but extra for all spares.
 Guidelines to “Business Associate”

 Do ‘s

1. Comply with all the instruction and policies issued by the “The Company”.
2. Ensure that the sale of the products in the specified area of operation only.
3. To take prior written permission from the “The Company” for appointing agent or
resident representative in the area other than our specified area.
4. Ensure usage of Logos as per approved design / specification only and ensure proper
printing of approved Logos in the Letter Heads / Visiting Cards, etc. with prior approval
only.
5. Seek written approval from the “The Company” before undertaking wall painting, fixing
of flex Boards, advertisement, conducting van campaign & any further such type of
activities etc.
6. Ensure proper presentation while addressing various customers.
7. Ensure proper display of products in showroom / shop and use necessary stands, display
material, etc.
8. Collect and update correct details / information about the company, in various
communications.
9. Ensure display of Authorized “Business Associate” Certificate at a prominent place.
Issued by the “The Company”.
10. Update information about change of address, telephone number, etc. as and when
necessary.
11. Inform the “The Company” on issues like, pricing, complaints, market feedback,
customer demand, competitor activities, etc. as and when required. On weekly /
periodical basis
12. Ensure maintaining secrecy of new products before launch and relevant company
information.
13. Be open and share with the “The Company”, new suggestion, and ideas for further
improvement.
14. Extend support and co-operation in building the image of the organization. The brand
and the product.
15. To communicate to the “The Company” the information, which affect the organization
or the brand including erosion of our market share.
16. Taxes like GST/ Service Tax etc shall be collected by the “The Company” during the
course of business from “Business Associate” / customers as applicable. Taxation Forms
should be sent within stipulated period.
  Dont’s

1. Not to engage in the business, advertisement, and publicity of products, which are in
competition to the our products.
2. Ensure the goods are not sold outside the area of operation without prior permission.
3. Avoid wrong usage of Logo’s at customer end.
4. Ensure that the products are not used for any unintended purposes.
5. Not to disclose confidential information / details to competitors which are provided by
the “The Company”

SIGNED, SEALED AND DELIVERED by M/s. VAYAVE LLP Pvt. Ltd. With witness and Udadhi
Infrastructure, Vayave Division, Pune

Place: Pune Date:

Witnesses:-

1.

For VAYAVE LLP Pvt. Ltd.

Witnesses:-

1.

2.

For Udadhi Infrastructure, Pune