15 DEC 2016

To
M/s K SHREYANS ELECTRONICS PVT LTD
SCF-32, 2nd FLOOR, SECTOR-11D,
FARIIDABAD (HARYANA) 121006 Manufacturer Company

M/s M&A Associates INC.

97, IDC, Mehrauli Road,
Gurgaon (Haryana) PIN 122001 Super Distributor

Dear Sirs,

Subject: Dealership for sale and fitment of your product Auto Dipper.

We thank you for offering the dealership for sale and fitment of your product Auto Dipper for
Rohtak district of Haryana. We have gone through all the risks coupled with the business. We also
understand that the product has been made mandatory by Haryana government which may be
withdrawn any time. Accordingly we are willing to work as authorised dealer cum fitter of Auto
Dipper in the Districts of Rohtak We understand that the formal agreement shall be executed at a
later stage as per the terms of the company/ Firm. We have also understood and agreed to the
following terms and conditions.

1. All trademarks, labels, packing, designs or other rights belonging to the company
being the owners thereof shall remain property of all intellectual right and “DEALER” part
shall never claim any right on same during continuance and after termination of
agreement.

2. We will be required to deposit an amount of Rs. 250000 (Rs. Two Lakh Fifty
Thousand only) as a Trade Security Deposit with Super Distributor without any Interest.
Breach of any terms of the appointment by us will make us liable to forfeiture of the Trade
Security. This amount will be refunded back on termination of DEALERSHIP and will be
paid within One month’s from the date of final settlement.

3. We shall keep regular and proper books of account as required under law of the
business as handled by us showing clearly all enquiries, transactions, proceedings relating
to the DEALERSHIP and will permit the authorized officers of Super Distributor to inspect
such records and books of accounts and take abstracts thereof. The Super
Distributor/Manufacturing Company may prescribe particular software for maintenance
of accounts free of cost to us and we shall be under obligation to maintain accounts in
prescribed software at our own cost and provide online access to super distributor
regarding the accounts.
 4. We will be required to strictly operate in our own area of operations and will not
under any circumstances infiltrate or export into other territory nor import any material
from any other territory into our own. Any claim of area will be accepted on the basis of
written permission given by Super Distributor.

5. We understand that the dealership shall forthwith stand terminated upon happening
of any of the following events:

a. In case we commits a breach of any of the terms and conditions of this letter or
acts in any way detrimental to the interests of Manufacturer or Super Distributor.
b. We are found tempering the product of the company or selling duplicate, spurious
products.
c. We are found selling the products of other companies/makes without the previous
approval of Super Distributor.
d. We are found indulging in mall practices such as recycling, issuing bills without
supplying goods or supplying goods without bills.
e. Our Conduct is found detrimental to the interests of the company.

6. We shall strictly follow the operating instructions, circulars and/ or other

communication issued from time to time by “Manufacturing Company” through its
appointed Super Distributor for carrying out the operations and any contravention thereof
shall be treated as contravention of the terms.

7. We understand that there shall occur a change of Maximum Retail Price which would
be informed to us from time to time. We understand that Manufacturing Company or
Super distributor shall not be responsible for any loss occurring to us on account of
reduction in MRP.

8. We understand that super distributor shall send material through transport and it
usually takes 2-3 days to reach the material.

9. It is clear to us that the Super Distributor or Manufacturing Company does not

accept any responsibility for marketability of the product. In the case of any change in
Government policy, if the products of the company become non mandatory or under any
other circumstances, the goods once sold shall not be taken back. The inventory
maintained by us shall be on the basis of calculated risk taken by us.

10. We shall pay all government dues and cess timely and Super Distributor will not be
responsible for our lapses. Any losses occurring due to lapse on our part will be our direct
responsibility. In case if any material is seized or confiscated, we will be required to make
good for the material by compensating on market rates.

11. We understand that our appointment is purely on temporary basis at the will of the
Company. We shall execute the formal agreement as and when deemed fit by the
Company.

For & on behalf of

M/s. Padam Shree Enterprises

(PROP.)