franchisee agreement - team target

8/7/2019 Franchisee Agreement - Team Target

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Franchisee Agreement

Prepared By: TEAM TARGET

Mayank Dave Team Leader

Pradip Gadhvi

Ketan Soni


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AGREEMENT

This Agreementmade at Mumbai on Day of April 2011.

BETWEENESSAR OIL LIMITED , a Company incorporated under the provisions of Companies

Act,

1956 hereinafter referred to as the "COMPANY" (which expression shall, unless it

be

Repugnant to the context or meaning thereof,include its successors and assigns)

of the ONE

PART

AND

M/s. Pickmee Petroleum , a proprietary concern and represented by its sole

proprietor Mr. XYZ , hereinafter referred to

as the "FRANCHISEE" (which expression shall, unless it be repugnant to the context or

meaning thereof, include its / his heirs, legal representatives, executors, administrators

and Assigns) of the OTHER PART

Franchisee: Petroleum Retail Outlet (Pickmee Petroleum)

Franchisor: Essar Oil Limited (EOL)

License of Rights:

Franchisor EOL is making an agreement with Franchisee Pickmee for 29 Years for the

Land on lease as per market value. For this duration FRANCHISEE HAVING rights to use

ESSAR brand for sale of MS, HSD & Lubricating Oil.

Design:

FRANCHISOR will provide complete design for constructing the Petroleum retail outlet

at selected site. The franchisee has to purchase the necessary equipments like storage

Tank, Fullers, Tatum, canopy and other furniture items for the retail outlet from

selected vendors chosen by franchisor. For the similarity and standardization specific

design, colour, code and arrangement must be done and to be upgraded with time to

time as per Franchisors instruction.

Operation:

The franchisee can sale the product provided by Franchisor only. No product other than

franchisor can be sale or promoted at Retail outlet in any form. Franchisor will provide

standard operating Procedure for day to day operation of receiving of product from

supply location, unloading, storage and selling of them at retail outlet. The franchisee

strictly adheres to the SOP as the product is highly flammable.


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Purchase, Sale & Promotion:

The product to be purchased from selected supply location with 100 % advance

payment through DD, or electronic fund transfer.

Monthly target will be decided after discussion with Franchisors representative and

Franchisors sales manager and % of commission will be decided on achievement of

target.The Franchisor will announce the promotional offers at various time and franchisee has

to provide the offers to the customers.

Payment of Taxes, Cess, Etc.

The FRANCHISEE agrees and undertakes to pay and discharge all rates, taxes, cess,

duties and other impositions and out-goings levied or imposed by the Municipality,

Government or any other Public Body upon or in respect of the SAID PREMISES and /or

the SAID FACILITIES.

INDEMNIFICATION:

The FRANCHISEE shall at all times indemnify and keep indemnified the COMPANY

against all actions , claims and demands made against it by Central or State

Governments or other authorities and / or by any customer as a result of or in

consequence of any act of omission or commission of whatsoever nature of the

FRANCHISEE.

REMOVAL OR ALTERATION:

It is expressly agreed that the SAID FACILITIES provided by the FRANCHISEE in theSAID PREMISES shall under no circumstances be removed by the FRANCHISEE nor shall

position of any component or part thereof or of the SAID PREMISES shall be changed or

altered without the previous written consent of the COMPANY. The FRANCHISEE agrees

and confirms that during the currency of this Agreement the FRANCHISEE shall be a

bare licencee of the SAID PREMISES on the terms contained in this Agreement, and shall

not claim any right, title or interest therein or do any act or thing which is or would be

inconsistent with the COMPANY's right , title and interest therein.

FRANCHISEE MARGIN:

(a) For the purchases of MS & HSD made by the FRANCHISEE from the Company and

sold from the Retail Outlet the FRANCHISEE shall be entitled to a margin at the rates to

be fixed by the COMPANY and communicated to the FRANCHISEE from time to time.

(b) As and when the need arises , the of issue of margin if any as referred to in clause

(a), shall be settled separately on a quarterly basis as per the policies of the COMPANY

in that regard , that may be in force from time to time.

MEASUREMENT & INSPECTION:

(a) The COMPANY shall deliver the products measured by the COMPANY's measuring

device or means. On receipt of product in tank lorries, the FRANCHISEE will carry outappropriate tests to check the quality and quantity of the product and on ascertaining


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the quality and quantity, decant the product in the correct underground tanks. The

receipt signed by or on behalf of the FRANCHISEE at the time of taking delivery of

COMPANY's products will be conclusive evidence with regard to the Quality and

quantity of the product/s received by / delivered to the FRANCHISEE.

The receipt so signed shall also be the conclusive evidence that the product(s) delivered

by the COMPANY were in accordance with the BIS specification. The FRANCHISEE shallthereafter be precluded from questioning the correctness either of the quantity or of the

quality of the said products and shall have no claim against the COMPANY either on the

ground of short delivery or on the ground of delivery of the product of inferior quality.

(b) The FRANCHISEE may if it so desires, and as often as may be required by the

COMPANY, check the accuracy of the pumps and shall also provide facilities for the

COMPANY's staff for doing so wherever required.

SPECIFICATIONS :

The COMPANY's Motor Spirit and HSD supplied to the FRANCHISEE hereunder shall be

in accordance with the BIS specification laid down therefor . All other products supplied

by the COMPANY to the FRANCHISEE shall be in accordance with the specification

therefore laid down by the COMPANY from time to time . The FRANCHISEE shall take

every possible precaution against contamination of COMPANY's products by water, dirt

or other things injurious to their quality and shall not in any way directly or indirectly

alter the specifications of the said products as delivered . In the interest of the

consumers, the COMPANY shall have the right to exercise at its discretion at any time

and from time to time quality control measures for products marketed by the COMPANY

and lying with the FRANCHISEE.

RECORDS & ACCOUNTS:

(a) The FRANCHISEE shall maintain a register and such other records as may be advised

by the COMPANY from time to time indicating there in the products sold to customers

and money realised therefore and to make records available to the representatives of

the COMPANY at all times during the pendency of this Agreement.

(b) The FRANCHISEE shall maintain a complete account of the products sold by the

FRANCHISEE. In the event of any discrepancy between the quantity of the products

delivered by the Company and the quantity of the products sold by the FRANCHISEE

except to the extent of product loss due to evaporation or leakage, the FRANCHISEE

shall be deemed to have committed breach of this Agreement, which will entitle the

COMPANY to suspend / terminate this Agreement forthwith. Such suspension /

termination will be based on the applicable Company guidelines in that regard and as

amended / modified by the Company from time to time.


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PUMPS - WORKING CONDITION:

(a) The FRANCHISEE shall be responsible to see that full and proper measure is

delivered from the pumps installed on the SAID PREMISES and shall have no recourse

against the COMPANY for any loss, damage, cost, charge or expenses which the

FRANCHISEE may at any time suffer by reason of the pumps delivering wrong measureor by reason of the Motor Spirit or HSD becoming contaminated in any way. If at any

time the pumps shall be delivering wrong measure or shall develop any other defect the

FRANCHISEE shall forthwith report such defect in writing to the COMPANY and subject

to sub-clause (b) hereunder shall not operate the defective pump or pumps further until

the defect shall have been remedied / rectified by the FRANCHISEE to the entire

satisfaction of the COMPANY.

(b) If and so long as a pump is delivering per litre measure a quantity which is within

the tolerance limits of excess or deficiency hereinafter mentioned the pump shall not by

reason merely of the fact that it is delivering per litre measure an amount in excess or

deficient of one litre be deemed to be not in good repair or to be delivering wrong

measure and the FRANCHISEE shall not by reason merely of such fact have any claim

against the COMPANY or be liable to report such fact to the COMPANY or to cease

operating the pump. The tolerances hereinbefore referred to are those permissible

under the law relating to weights and measures for the time being in force in the locality

where the pump is situated.

PRICE & PAYMENT:

(a) The COMPANY will deliver its products to the FRANCHISEE at the rates announced

by the COMPANY from time to time. The COMPANY will make delivery of products to

the FRANCHISEE against payment in cash or by cheque or demand draft. The COMPANYmay, however, at its sole discretion agree to or alter the terms and / or mode of

payment as it deems fit with the FRANCHISEE from time to time and for such period (s)

as the COMPANY considers appropriate.

(b) In addition to any right of lien to which the COMPANY may by law or under this

Agreement be entitled, the COMPANY shall have a first charge or lien and the

FRANCHISEE agrees to give first charge or lien to the COMPANY on all goods and

equipment of the FRANCHISEE for the unpaid price of any goods sold and delivered to

the FRANCHISEE by the COMPANY under this Agreement.

CUSTOMER SERVICES:

(a)The FRANCHISEE shall at all times during the currency of this Agreement upholdthe interest and image of the COMPANY and shall not do any act which will

jeopardise the interests of the COMPANY.

(b)The FRANCHISEE shall provide and maintain standard of courtesy and servicefor the motoring public in all respects as established by the COMPANY from time

to time and at all times to the COMPANY's complete satisfaction.

(c) The FRANCHISEE shall at its own cost employ adequate and competent staff,properly attired in the mode , fashion and uniform as suggested or prescribed by


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the COMPANY , to attend to the work of dispensing the COMPANY's products into

the customer' s vehicles and for providing services including certain free services

to the customers ' satisfaction in accordance with the general instruction given

or laid down by the COMPANY from time to time.

(d)Amongst the services to be provided by the FRANCHISEE in addition todispensing Petrol , HSD, other petroleum products and other products and

services the FRANCHISEE shall ensure the following:

(i) Supply of free air and radiator water to all customers during the hours of

operation of the Retail Outlet.

( ii) Clean drinking water facilities to be provided at all times.

( iii) Toilets to be kept clean and odour free.

(iv) As and when required by the COMPANY, the FRANCHISEE shall set up on the

SAID PREMISES such other facilities to render services to the customers inclusive of

but not limited to eatery , provision store, so as to ensure total customers'

satisfaction.

FORCE MAJEURE:

Neither party shall be liable for any default or delay in the performance of its

obligations when such default or delay is due to any events beyond its reasonable

control, including act of God , strikes Labour dispute , epidemic , cyclone, flood ,

earthquake , drought, fire, explosion , atmospheric disaster, war, riot, revolution , act ordecision of any Governmental Authority, change of Law which adversely affect the

performance of the parties (Force Majeure Events ). The party affected by a Force

Majeure Event shall promptly and in any case within two days of occurrence or

knowledge thereof inform the other party of the nature, probable duration and impact

thereof and both parties shall take all reasonable measure to limit the consequences of

the underlying Force Majeure Event to a minimum.

TERMINATION:

(I) The COMPANY shall be at liberty to suspend/terminate this Agreementforthwith upon or at any time on the happening of any of the events

following:

(a)The FRANCHISEE being an individual, if judged insolvent or if an encumbrancetakes possession of or a receiver is appointed of any part of the assets or

property of the FRANCHISEE.

(b)The FRANCHISEE, being a firm, if any member of the FRANCHISEE id adjudgedinsolvent or if an encumbrance takes possession of or a receiver is appointed of

any part of the assets or property of the FRANCHISEE.

(c)The FRANCHISEE, being a COMPANY or Co-operative Society, goes intoliquidation whether voluntarily or compulsorily or if an encumbrance takes


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possession of or a receiver is appointed of any part of the property of the

FRANCHISEE.

(d)If the storage licence of petroleum products is/are cancelled or revoked by theauthority granting it or any authority authorised to do so;

(e)If the FRANCHISEE for any reason other than due to the COMPANY's default failsto maintain supply of Petroleum products or Lubes to the public through theSAID FACILITIES for any period exceeding 24 hours;

(f) If the FRANCHISEE fails to make payment of any amount due and payable to theCompany and such unpaid amount or part thereof remains overdue for payment

for more than 30 days.

(g)If the FRANCHISEE deliberately contaminate / adulterate / tamper with thequality of any of the COMPANY's products or sells contaminated / adulterated

product(s).

(h)If the FRANCHISEE is in breach of any of its obligations and stipulationscontained in this Agreement.

(i) If the FRANCHISEE shall commit or suffer to be committed any act which in theopinion (which shall be final and binding on the FRANCHISEE) of the Marketing

Director of the COMPANY for the time being in Mumbai or any other person

nominated for this purpose by the COMPANY is prejudicial to the interest or

good name of the COMPANY or its products.

(j) If the FRANCHISEE either by itself or by its servants or agents commits or suffersto be committed any act, which is prejudicial to the interest or good name of the

COMPANY or its products.

(II) In the event of any such termination pursuant to clause (l) hereinabove, the

COMPANY shall have the first option to purchase the SAID FACILITIES at the written

down market value of the SAID FACILITIES on the date of such purchase. For workingout the written down value of the FACILITIES a deduction of 12.5% per annum on the

total cost of the FACILITIES on reducing balance basis every year, shall be considered.

ARBITRATION :

(a) All disputes and differences of any nature whatsoever or any claim, cross claim,

counter claim or any dispute arising under or out of this Agreement or any breach or

alleged breach of any of the covenants thereof or as to the interpretation of any clause

/provision of this Agreement or any of the provisions contained herein shall be referred

to a sole arbitrator to be appointed by the COMPANY and the Franchisee hereby

consents to the same and the proceedings shall be governed by the provisions of the

Arbitration and Conciliation Act, 1996 or any statutory modification or re-enactment

thereof, from time to time in force.

(b) The venue of such arbitration shall be Mumbai and the language of the proceedings

will be in English.

JURISDICTION:

The parties hereby agree that the Courts in the city of Mumbai alone shall have

jurisdiction to entertain any application or other proceedings in respect of anythingarising under this Agreement.


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ENTIRE AGREEMENT:

This Agreement with annexures hereto constitutes the entire agreement among the

parties hereto and supersedes all prior agreements and understandings, oral or written

in respect of any aspect covered by the Agreement. In the event, there is any conflictbetween such other agreements and understandings and any term or condition

contained in this Agreement, the terms of this Agreement shall prevail.

IN WITNESS WHEREOF the parties hereto have executed these presents the day, month

and year first above written.

{SIGNED AND DELIVERED}

By the within named COMPANY}

ESSAR OIL LIMITED}

Through its authorised signatory

SIGNED AND DELIVERED

By the within named FRANCHISEE

Pickmee petroleum

Through its sole Proprietor

Mr. XYZ

In Presence of

.

franchisee agreement - team target

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