Teleone Consumer Product Pvt. Ltd.

DEALER AGREEMENT

This dealer agreement is executed at New Delhi, on this day 25 of Nov- 2023 between

TELEONE CONSUMERS PRODUCT PRIVATE LIMITED (a company incorporated under

AND

MR. PANJKAJ KUMAR Son of Anil Kumar, Village- Akabarpur Angakhedi, Post-
Bahadarpur Sharfuddin Hussain, Mandawar (Rural), Dist - Bijnor (Uttar Pradesh) Pin
Code - 246721. (hereinafter called second party)

The expression of the terms the 'FIRST PARTY' and the 'SECOND PARTY' wherever they
occur in the body of this Agreement shall include them, their legal heirs, successors, legal
representatives, administrators, executors, transferee(s), beneficiary(ies), legatee(s),
nominees and assignee(s).

WHEREAS first party is absolute owner of goods and entitle to sale the goods and hereby
agree to sell the said goods to the second party at mutually decided price.

ANDWHEREAS second party desires to work as dealer and to market the products to its
existing and potential customers on behalf of first party.

NOW THEREFORE, in consideration of the mutual covenants herein and for other good and
valuable consideration, the receipt of which is hereby acknowledged, the parties agree as
follows:
1. INTERPRETATION

SEVERABILITY
In the event a court of competent jurisdiction determines that any part or provision of this
Agreement is invalid or unenforceable, such determination shall not affect the validity or
enforceability of any other part or provision of this Agreement.

HEADINGS
The article and paragraph headings used herein are for reference purposes only, and shall not in
any way affect the meaning or interpretation of this Agreement and the terms and provisions
herein.

ENTIRE AGREEMENT
This Agreement, including any exhibits attached hereto, sets forth the entire agreement and
understanding of the parties hereto and supersedes and merges any and all prior proposals,
negotiations, representations, agreements, arrangements or understandings, both oral and written,
relating to the subject matter hereof.

2. DESCRIPTION OF GOODS :

The first party will provide orders to second party and second party agrees to deliver the products
to customers based on orders given by first party.

3. Discount

Goods will be dispatch at a price which is Maximum Retail Price (inclusive delivery charges ) of
the product less certain % (percentage) mentioned below to second party, after receiving an equal
or more amount as advance from second party in respect of goods to be dispatch to second party.

For per order discount would be 250/-

4. NON REFUNDABLE SECURITY AND INVESTMETN

Second party has deposited Rs…00/-… as Non- Refundable security to the First Party.
This agreement is sent by the first party to second party after this second party will deposit
150000/- as his/her investment..

5. CREDIT NOTE
In case, any customer refuses to pay the full amount of the order to second party , in that case the
difference between order amount and amount actually received from customer by the second
party, will be adjusted/credited to the second party account by the first party .

6. AMENDMENT AND MODIFICATION

This Agreement shall not be valid until signed and accepted by a signatory duly authorized to
legally bind the parties hereto. No change, amendment, modification, termination or attempted
waiver of any of the provisions set forth herein shall be binding unless made in writing and
signed by a duly authorized representative of both parties hereto, and no representation, promise,
inducement or statement of intention has been made by either party which is not embodied
herein

7. ASSIGNMENT

Second party will not assign this Agreement or any rights under this Agreement without the prior
written consent of first party
8. NOTICES

Any notice, approval, request, authorization, direction or other communication under this
Agreement will be given in writing and will be deemed to have been delivered and given for all
purposes upon receipt only when mailed first class mail or by nationally recognized overnight
courier service, duly addressed and with proper postage, to the address set forth below or such
other address as may be provided by the other party in writing for the purpose of receiving such
notices. All notices required under this Agreement shall be addressed as follows:

Notices: Any notice to be given to Second party shall be through the Company’s Web site or E-
mail and shall be deemed to have been given on the same day as which it was posted, Any notice
specific to an second party to contractual breaches shall be mailed. (Email or mail as in Either
party may change its address specified above by giving the other party notice of such change in
accordance with this paragraph.

9. VALIDATION OF AGREEMENT:

Products acquired by Second party on or after the Date of execution of agreement will be
covered by this agreement. This agreement will remain in effect.

10. SECOND PARTY’S OBLIGATION

Second party shall use its best efforts to sell Products to Customers and shall not sell any other
products which are similar to the products provided by First Party.

Second party shall not use any and all trademarks, trade names, service marks, logos or corporate
names of Company or any of its affiliates ("Marks") without Company's express prior written
consent. Such Marks are and shall remain the exclusive property of Company and Second party
has no rights therein.

Second party will be responsible for any damage/es during transportation of goods to customer.

Second party has to update status of orders within 24 hours of the delivery on panel.

Second party has to send sale & on field orders report on daily basis and stock report on weekly
basis. Also have to maintain 50% stock as per investment

No route problem will consider in any order.

If there will be any order in which the total amount of products is more than its Maximum
retailing price(inclusive delivery charges) of mention products so first party will take that much
amount.
11. FIRST PARTY’S OBLIGATION

First party reserves the right to reject any Customer on the basis of it standards of conducting
business to any Customer if it determines, in its sole discretion, that Customer is actually or
allegedly engaged in activities that are illegal, fraudulent or wrongful or which may be harmful
to First party in any way.

First party reserves the right to adjust its rates upon seven (7) days notice to second party. Second
party shall have the right to terminate this Agreement upon Thirty (30) days prior written notice.
Failure to request such termination shall constitute an acceptance of such change in prices by
Second party.

12. TENURE OF THE AGREEMENT :

The initial term of this Agreement shall be one (1) year from the date of signing of this
Agreement. Thereafter this Agreement can be extend by the first party, if first party wants to do
so.

13. TERMINATION

First party may suspend or terminate Agreement, or any portion thereof, or this Agreement may
be terminated upon one of the following events:

If Delivery ratio will less than 45%

Defamation of the brand name of First Party

A material breach of this written Agreement.

A failure by second party to pay any amounts when due to First party.

Upon a determination by any governmental authority with jurisdiction over the parties that the
provision of the Services under this Agreement is contrary to existing laws, rules or regulations.

The passage or adoption of any law, rule or regulation that in the reasonable judgment of
Company will make it materially more expensive or difficult to provide the Services under this
Agreement.
Either party may terminate this Agreement upon 30 days written notice prior to the expiration of
the initial or any renewal term.

Upon the termination of this Agreement for any reason, first party will be entitled to
immediately cease providing Services.

In case of termination of the contract, First Party will take its stock from second party at the
price, it has received from second party for those goods earlier.

14 . CONFIDENTIALITY

Confidentiality Second party acknowledges that during the course of this Agreement, it may
acquire information regarding first party or its affiliates, its business activities and operations or
those of its customers and suppliers, and its trade secrets including without limitation its
customer lists, prospective customers, rates, network configuration, traffic volume, financial
information, computer software, service, processes, methods, knowledge, research, development
or other information of a confidential and proprietary nature (hereinafter “Confidential
Information”).
Second party shall hold such information in strict confidence and shall not reveal the same.
Second party agrees to limit access to such Confidential Information to employees, second party
or representatives who have impending or existing violation of these confidentiality provisions
would cause first party irreparable injury for which it would have no adequate remedy at law,
and agree that first party may be entitled to obtain immediate injunctive relief prohibiting such
violation, in addition to any other rights and remedies available to it.

15 . FORCE MAJEURE.

Either First party or second party shall not be liable for service interruptions, delays, failures to
perform, damages, losses or destruction, or malfunction of any equipment or any consequence
thereof caused or occasioned by, or due to fire, flood, water, the elements, acts of God, war and
threat of imminent war, labor disputes or shortages, utility curtailments, power failures,
explosions, civil disturbances, governmental actions, shortages of equipment for supplies,
unavailability of transportation, acts or omissions of third parties, or any other cause beyond the
first party’s reasonable control.

No Warranties or Guarantee. All products provided by first party are provided “as is.” Company
makes no warranties, express or implied, including without limitation warranties of
merchantability, no infringement or fitness for a particular use or purpose.

Limitation of Liability. In no event shall Company be liable to Second party or Customer or any
third party in any respect including without limitation for any direct, indirect, incidental,
consequential, exemplary, punitive, reliance or special damages, or for any loss of revenue,
profits, use, data, goodwill or business opportunities of any kind or nature whatsoever, arising in
any manner from this Agreement and the performance or non-performance of any obligations
hereunder whether based in contract, tort or other legal theory.

16. INDEMNIFICATION.

Second party shall indemnify and hold first party harmless for any and all claims or damages
which may arise out of (i) any fraudulent usage of the products provided by Second party or
Customers including without limitation under applicable law, rule or regulation, (ii) any misuse
of first party’s Marks as defined herein; (iii) any and all acts or omissions which in any way
misrepresent or harm first party’s or any first part’s products; or (iv) breach of any provision of
this Agreement. In addition, Second party shall indemnify and hold first party harmless for any
and all claims and damages arising out of claims by its Customers. Furthermore, Second party
agrees to defend, indemnify and hold first party and it's other Second party and contractors
harmless from and against all claims and demands for Second party’s or sub-Second party’s
misrepresentations of products or services, fraud or any unlawful act, obligations, and liabilities
for injury and death of persons. Loss or damage to property, and all expenses and cost in
connection therewith, including attorney's fees, and court costs arising out of Second party's
negligent acts or omissions under this agreement. Further, Second party holds Company
harmless and assumes complete responsibility for all subcontractors, marketing Second party,
sales representatives, and employees utilized by Second party in the sales and support of the sale
and maintenance of second services and products, including the payment of commission, fees,
bonuses, and salaries to persons not contracted with Company shall be the sole responsibility of
Second party.

17.WAIVER

The failure of either party to give notice of default or to enforce compliance with any of the
terms or conditions of this Agreement, the waiver of any term or condition of this Agreement, or
the granting of an extension of time for performance, will not constitute a permanent waiver of
any term or condition of this Agreement, and this Agreement and each of NOT FOR PUBLIC
DISTRIBUTION. its provisions will remain at all times in full force and effect until modified by
both parties in writing.

18. EXCHANGE OF INFORMATION

This Agreement, any notice, approval, request, authorization, direction or other communication
under this Agreement will be given in writing and will be deemed to have been delivered and
given for all purposes upon receipt only.

19. JURISDICTION
 Whereas it is agreed between the parties that all the disputes arising in future in relation to this
agreement between the parties will be subject to the exclusive jurisdiction of Delhi Court .

20. PROBIHITION ON USE OF TRADEMAK:

This Agreement does not grant either wholly or partly the right to use the first party's
trademarks, trade names or service marks.

21. MAINTAIN OF ACCOUNTS:

Second party shall liable to provide (to first party upon frequency of period) relevant accounting
records to support invoices under this Agreement.

22. ARBITRATION CLAUSE :

That, all disputes and differences that may arise between the parties including the interpretation
of any of the clauses of these presents or in relation to any of the matter (s) whatsoever
touching the affairs of the business contemplated under this Agreement, the same shall be
referred to Arbitration under the provisions of the Arbitration and Conciliation Act,
1996 as amended from time to time and each party shall appoint its own Arbitrator and shall
inform the other party about such appointment. The Arbitrator (s) so appointed by the
parties hereto in difference and the Arbitrator / Arbitrators shall before proceeding with
the reference appoint an Umpire. The decision of the Sole Arbitrator or the Arbitrators
appointed by the parties hereto as the case may be shall be final and binding on the parties in
differences. The Arbitration proceedings will be conducted at Delhi only.

IN WITNESS WHEREOF the Parties have signed the agreement on the day and year first above
mentioned.

TELEONE CONSUMERS PRODUCT PRIVATE LIMITED

( )
(Second Party)

Witness : 1.

2.