EXPORT AGENCY AGREEMENT

This agreement made at Chennai this day ……………………… between Tamilnadu Co-operative Milk Producers’ Federation Limited having its registered office at Aavin Illam, Nandanam, Chennai-600035 hereinafter called “the Federation” (which expression shall unless it be repugnant to the context of meaning thereof, mean and include its successor and assigns) of the first part and M/s…………………… represented by …………………., Proprietor s/o, ………………….., and having their office at ………………………. hereinafter called “the Exporter” (which expression shall unless it be repugnant to the context or meaning thereof, mean and include the partners for the time being and from time to time constituting the said partnership firm, the survivors or survivors of them, the heirs, executors and administrators of such last survivor) of the second part.

WHEREAS, the Federation is marketing the Dairy products manufactured by federated district Co-operative milk producers’ unions and the Exporter dealing in export business have approached the Federation to appoint them as its EXPORTER in the country of ……………………………. for the promotion and sale of Aavin milk products of the principal and its federated unions in the said country.

AND WHEREAS the Federation has accepted to appoint the Exporter as its EXPORTER for the country of …………………………………….. NOW THIS DEED WITNESSES AND THE PARTIES HERETO HEREBY AGREE AS UNDER: 1. The Federation appoints the Exporter and the Exporter agreed to act as EXPORTER for the country of ……………………….. for a period of ...... years for the promotion and sale of the aavin products in the said area. The period of …………. year shall commence with effect from the date of shipment of first consignment.

2. The Exporter shall arrange to submit information pertaining to (i) International Prices of milk products (ii) Market happenings (iii) Packaging (iv) Excise, Import duty structure and (v) Shipping facilities with tariff etc., and shall work conscientiously for the promotion and sale of Aavin products.

3. The Exporter shall procure orders on his own account for milk product from the prospective buyers/importers located in the country for which he is awarded in the agency and place counter order on to the Federation for execution.

4. The Federation will inform the price of the products to the Exporter from time to time. The price will be quoted only on ex-dairy basis.

5. The exporter should place order for the minimum order quantity as specified by the supplying District Union.

6. In case the exporter requires specialized packing with name of the exporter/importer printed on the packs, the entire cost of the minimum lot size of the requisite packing material should be bourne by the exporter and should be paid in advance to the Supplying Union. The above payment will be adjusted in propositions during the course of product supply to the Exporter.

7. The Exporter shall arrange for lifting of stock from dairies, arranging export Inspection & clearance and shipping to the destination.

8. The Exporter shall inspect and lift the product from dairies. The Exporter agrees that the product stock lifted will not be taken back by the dairy at any cost. It shall be the primary responsibility of the Exporter to lift only the good stock. However the producing union will be responsible for the manufacturing defects.

9. The Exporter agrees that the Principal or its Federated Unions will not in general accept any spoilage/damage complaints on the stock supplied to the Exporter in future. However in case the Exporter feels the spoilage / damage is a result of manufacturing defects, then the counter sample available with the producing union and the exporter will be sent to an accredited lab and based on their results the issue would be decided and the Exporter would be fully compensated in case of spoilage / damage of the product due to manufacturing defects.

10. The Exporter shall arrange the payment, for the entire quantity of milk products to be exported, in advance either in the form of Demand Draft in favour of TCMPF Ltd payable at Chennai / its affiliated Unions (or) in the form of Irrevocable Letter of Credit opened in the name of TCMPF Ltd, Chennai/ its affiliated Unions.

11. The Exporter agrees that the product will be released by the Principal or its affiliated unions only after realizing the cost of the stock in Principal’s bank account.

12. The Milk and all the dairy products supplied by the Federation to the Exporter shall fulfill the dairy norms of the respective country.

13. The Federation will be entitled to issue reasonable directions and instructions to the Exporter relating to the sale and Marketing of the product of the Federation and its affiliated unions which the Exporter will Endeavour to follow as would be reasonably possible during the course of Export business.

14. The Exporter shall deposit with the Principal a Security of Rs. One lakhs for the due performance of this agreement.

15. The Federation may terminate this agreement, if the Exporter fails to comply with the terms of this agreement or do not perform satisfactorily. The Federation’s opinion shall be final in this regard.

16. Either party may terminate the agreement by giving ……. months notice in writing to the other party. The accounts between the parties shall be settled and finally adjusted within the three months from the date of termination agency.

17. If the Exporter does not place indent for more than ……… months, the seller has to the right to terminate the Exporter without assigning reasons thereof.

18. The Exporter shall not assign or transfer its right to act as EXPORTER to any other person in any manner without the consent of the Federation in writing.

19. In case of any litigation arising out of this contract, only the courts in Chennai alone will have jurisdiction.

Arbitration:

In case either party to the contract is aggrieved by and breach of the conditions of the contract, either party shall have the right to raise the dispute before the Deputy Registrar (Dairying) Court, Tiruvallore by way of arbitration, under section 90 of the Tamil Nadu Co-operative Societies Act, whose award shall be final and binding on both the parties. To this effect the Exporter shall become an Associate member by paying the required fees.

Territorial jurisdiction:

The parties hereby agree to take recourse to their legal remedies within the territorial jurisdiction of the Deputy Registrar (Dairying) Court.

IN WITNESS the parties have executed these presents on the day and year herein above written and in the manner herein after mentioned.

PARTY OF THE FIRST PART PARTY OF THE SECOND PART

WITNESSES:

1.

2.