AGREEMENT

This Agreement is made on ( the date of signing up ) by and between M/S. TRUST AUTO (OPC) PVT LTD  having office at No.478 and 474 RED HILLS AMBATTUR MAINROAD,BARATHINAGAR, SHANMUGAPURAM,SURAPET, CHENNAI- 600 066 represented by its Managing Director Mr. R. Suresh Kumar (hereinafter referred to as “ First Part”)

AND

The logged in user (hereinafter referred to as “  Second Part”) both of whom agree to be bound by this Agreement.

The terms First Part and Second Part  wherever they occur, unless repugnant to the context shall mean and include themselves, their respective legal heirs, representatives, executors, successors, owners and assigns. Both “the First Part and the Second Part” shall be collectively referred to as PARTIES.

WHEREAS the “The First Part” is engaged in the business of dealing in Motor Vehicles under the trade name ‘TRUST AUTO (OPC) PRIVATE LIMITED’ and is solely entitled to the exclusive use of the trade name “TRUST AUTO (OPC) PRIVATE LIMITED”.

WHEREAS the “The First Part” is having extensive contacts in the line business for the last few years and established business relationship with individuals, partnership firms, Pvt Ltd companies and Corporate companies in all the fields for purchase of the motor vehicles from them through negotiation or through tender and contract etc.

WHEREAS, the “The Second Part” is interested in purchase of motor vehicles through the First Part for their own use and also for resale to the customers of the Second Part.

NOW, THEREFORE, in consideration of the mutual covenants and promises made by the parties hereto, the Investor and the Owner (individually, each a “Party” and collectively, the “Parties”) covenant and agree as follows:

Both the parties to this agreement agree to the following terms and conditions for carrying on business.

  1. First Part identifies the customer from whom he wants to purchase the Motor Vehicles.
  2. First Part informs the Second Part to inspect the vehicles physically at the First Part’s customer place on its behalf and issue authorisation letter to inspect the motor vehicles.
  3. Second Part after inspection of the vehicles send purchase price of each and every motor vehicle in written confirmation through mail or post. All prices are exclusive taxes and taxes like VAT, GST AND SERVICE TAX are extra.
  4.  First Part after receipt of offer price from Second Part and taking all necessary steps and finalise the price with his customers and send Pro forma Invoice/confirmation mail to the Second Part with terms and conditions. All prices are exclusive taxes and taxes like VAT, GST AND SERVICE  TAX are extra.
  5.  Second Part will send full payment within 24 hours to First part against the Proforma Invoice/confirmation mail from the First Part along with purchase order/acceptance of Proforma invoice or Confirmation mail of First Part.
  6.  First Part will send delivery challan for motor vehicles and also authorisation letter to take  delivery  of the Motor Vehicles from its customers.
  7.  First Part will raise the invoice after receipt delivery challan for the motor vehicles received by Second Part.
  8.  Second Part assures to the First Part that he will ensure copy of RC of vehicles transferred to ultimate customer /owner of the vehicles within 60 days from the date of delivery Challan.
  9.  Second Part assures to the First Part that he is only responsible for all acts and deeds from the time of taking delivery of the motors vehicles from the First Part place or First Part customer Place. Further assures that he will indemnify the losses/claims if any incurred by the Second Part due to non transfer of motor vehicles in the name of Second Part customers and also during the period from time of delivery of the vehicle to delivery to vehicle to second part customers.
  10.  Second Part agrees to keep interest free security deposit of Rs. —– with First Part.

 Confidentiality

It is hereby agreed that the specific terms and conditions of this agreement second part maintain the names of First Part customers including the financial terms and the duration, are strictly confidential, and shall not be divulged to any third parties, unless otherwise required by law. Second party shall, in any fashion, form, or manner, either directly or indirectly:

  1. Disclose or communicate to any individual or entity any information relating to the First Party’s business or the Product including (but not limited to) customer lists, price points, or marketing plans (the “Confidential Information”);
  2. Duplicate any Confidential information of the other Party;
  3. Use any Confidential Information of the other Party; or
  4. Assist a third party in using any Confidential Information of the other Party in any manner.

Indemnification

 Both parties agree to defend, indemnify, and hold harmless the other Party from and against any third party claims (or other actions that could lead to losses and damages by the other Party) that are based upon the Party’s (a) violation of the any law, (b) violation of this agreement, or (c) violation of any third party’s rights.

No Modification Unless in Writing

This Agreement shall supersede all previous negotiations, Memorandum of understandings and commitments, if any between the parties. No modification and alternation to clauses of this Agreement shall be valid unless in writing and agreed upon by both Parties on mutual consent.

Applicable Law

This Agreement and the interpretation of its terms shall be governed by and construed in accordance with the laws of the State of Tamil Nadu and subject to the exclusive jurisdiction of the courts located in Chennai, Tamil Nadu.

Arbitration

All/ any claims, disputes, controversies, and/or differences arising between the parties hereto out of or in relation to or in connection with the Agreement and all the related matters thereof, which cannot be satisfactorily settled by mediation/ conciliation between the parties hereto, shall be referred to adjudication by a Sole Arbitrator to be appointed by mutual consent of all parties hereto and the arbitration proceedings shall be conducted in accordance with the Arbitration and Conciliation Act, 1996 (as amended from time to time).

If the parties fail to agree upon the appointment of a Sole Arbitrator, then any one of the parties to this Agreement can approach the Madras High Court for appointment of an Arbitrator. The Venue of arbitration will be Chennai and the language of arbitration shall be English. The Owner and Investor shall equally contribute towards the costs of arbitration and the arbitrator fees and shall bear their respective legal costs.

All communications in connection with this business Agreement shall be forwarded to the respective addresses mentioned herein below.

 In the case of the PARTY OF THE FIRST PART

M/S. TRUST AUTO (OPC) PVT LTD ,  No.478 and 474 RED HILLS AMBATTUR MAINROAD,BARATHINAGAR, SHANMUGAPURAM,SURAPET, CHENNAI- 600 066

 In the case of the PARTY OF THE SECOND PART

IN WITNESS WHEREOF, each of the Parties has executed this Agreement, both Parties by its duly authorized officer, as of the day and year set forth below.