DEALERSHIP AGREEMENT

THIS AGREEMENT IS MADE AS OF THE 5th July 2012, by and between

NUETECH SOLAR SYSTEMS PRIVATE LIMITED, (COMPANY) a
company registered and existing under the Indian Company Law, 1956, with
its registered office & factory at PB no. 9167,BM Shankarappa Industrial
Estate, Sunkadakatte, Magadi Main Road, Bangalore 560 091, India
AND
M/s. Green Endeavor Eco Projects Pvt Ltd (DEALER) with its registered
office at #1333, Double Road, Indiranagar 2nd Stage, Bangalore and
represented by its Proprietor/Partner/ Managing Director Mr. Babu Prasad
Dorairaj
WHEREAS
The Company is a reputed manufacturer and supplier of Solar Energy
Devices and Components, including Solar Water Heating Systems, Solar
Photovoltaic Modules, SPV systems, etc., (Products).

The Company wishes to market the items manufactured/supplied by it

through a Dealer Network, to ensure that these Products reach a large
section of the society.
The Dealer has represented that it has the capability and desire to
market the Products offered by the Company in the specified
Territory, either directly or through a network of sub-dealers appointed
by the Dealer, and has offered its services which the Company is
agreeable to avail on the following terms and conditions:
ARTICLE 1. APPOINTMENT OF DEALER
Appointment: Company hereby appoints the Dealer as companys
non-exclusive dealer of products in the territory initially identified, and
dealer accepts that position. Dealer is prohibited to sell, wherever the
company has given exclusive dealership to other dealers / distributors
outside his territory.
Company will reserve the right to penalize a particular dealer who
violates above norms. The territory at present is defined as Bangalore

Dealer can apply for becoming companys exclusive dealer

(distributor) in the territory if dealer ensures reasonable annual turn
over (to be mutually agreed between dealer and company) and has
sound financials for keeping sufficient stocks in the territory. Once
company agrees to offer exclusive dealership to
one dealer, the dealer becomes distributor and all other dealers of company in
that territory will automatically become sub-dealers to the distributor. In such
an event the distributors is bound not to increase prices to his other subdealers.

Company may offer dealer exclusive dealership of the products for the given
territory or alternatively can make him as a sub-dealer at later date to another
distributor of company with re-divided sub-territory depending on the market
conditions.
Once exclusive dealership has been offered to one dealer, company will
inform all its dealers/distributors about the exclusivity of distribution in that
particular territory. It is understood that company cant lawfully prevent its
dealers located elsewhere from supplying products for sale or use with the
territory. Exclusive dealership agreement is subject to annual renewal and the
existing exclusive distributor has privilege to continue to be the exclusive
distributor if pre-set sales target has been realized.
Sub dealer appointment Dealer can appoint sub dealers in their territory
and they should enter into tri-party agreement with them signed by the
company, the dealer and the sub-dealer. The security deposit thus
collected should be remitted to the company.
Relationship of Parties: Dealer is an independent entity and is not the legal
representative or agent of Company for any purpose and shall have no right
or authority to incur, assume or create in writing or otherwise, any warranty
(except as expressly provided in this Agreement) on the part of Company,
Dealer shall be solely responsible for the acts and omissions of Dealers
employees. Dealer shall indemnify the Company from any
claims either from any of the Dealers employees or from the statutory
government authorities in relation to maintaining or fulfilling the provisions
of the laws in vogue, pertaining to Dealers employees. Nothing contained in
this Agreement shall be deemed to create any partnership or joint venture
relationship between the parties.
Sale of Products by Dealer: Dealer shall use its best efforts to distribute the
Products and to fully develop the market for the Products within the territory.
The parties have consulted together and now agree that if Dealers best
efforts are used as provided in this Section, a minimum of Ten Lakhs worth
of Products (Annual Market Potential relating to sale price from Company

to Dealer) will be purchased from the Company and distributed in the

Territory during the first year of this agreement. At the beginning of each
subsequent year the parties will consult together in good faith and agree on
the Annual Market Potential applicable to that year.
Competing Products & Market Intelligence: Dealer agrees that it will not
distribute or represent any Products in the Territory that compete with the
Products during the term of this Agreement or any extensions thereof.
However, the Dealer shall keep the Company informed about the activities
of the competitors in their territory, preferable in writing.
Branding: The Company and the Dealer agree to market the Products in the
Territory under the Companys brand names. The Dealer shall not, under any
circumstance, deface or modify or alter the Product, supplied by the
company, in any manner whatsoever.
Advertising and Promotion: Dealer shall be entitled, during the term of the
dealership created by this agreement and any
extension thereof, to advertise for the products under the companys Brand
and name only. All advertisements and promotion activities will be approved
in advance in writing the company and done according to company
advertisement design. The company and dealer in the territory shall each
bear up to 50% cost of any advertising or promotion campaign, undertaken
by the Dealer or by the company in the territory.
Spare Parts: Dealer shall keep in stock an adequate supply of Spare Parts
for the servicing of Products. No Spare Parts that are not manufactured or
supplied by the Company shall be used in connection with the Products,
unless Company has approved them in writing.
Confidential Information: Written Technical data, drawings, plans,
engineering and technical instructions pertaining to the Products are
recognized by Dealer to be secret and confidential and to be the property of
Company. Those items shall at all times and for all purposes be held by

Dealer in a confidential capacity and shall not, without the prior written
consent of Company, (i) be disclosed by Dealer to any person, firm or
corporation, expecting those salaried employees of Dealer who are required
to utilize such items in connection with the sale, inspection, repair or
servicing of Products during the term of the Dealership created by this
Agreement or any extension thereof, or (ii) be disclosed to any person, firm
or corporation, or copied or used by Dealer, its employees or agents at any
time following the expiration or termination of this Agreement or any
extension thereof.
ARTICLE II. TERMS OF PURCHASE AND SALE OF PRODUCTS
Security Deposit: The Dealer agrees to pay a refundable Security Deposit
of Rs. 25,000/- cash (Rupees Twenty five Thousand) to the Company. This
amount shall not bear any interest and will be refunded only upon due
performance of the terms of the agreement and on termination of this
agreement, after settlement of dues and the expiry of warranty period of the
last supply made to or through dealer.
Purchase of Product: Dealer shall purchase its requirements for the
Products from the Company only. Such requirements shall include
purchasing and maintaining an inventory of Products that is sufficient to
enable Dealer to perform its obligations hereunder, and at least one (1)
demonstration model of the Products and Spare Parts. Company shall supply
to Dealer sufficient Products to enable Dealer to meet the full demand for
Products in the Territory. All orders for Products transmitted by Dealer to
Company shall be deemed to be accepted by Company at the time such
orders are received by Company to the extent that they are in compliance
with the terms of this Agreement and Company at the time such orders are
received by Company to the extent that they are in compliance with the terms
of this Agreement and Company shall perform in accordance with all
accepted orders. Company shall confirm its receipt and acceptance of each
order within two days of receipt of the order.

Cancellation of Orders: All cancellation of orders by Dealer shall be in

writing, or if not initially in writing, shall be confirmed in writing, within 48
hours of the initial intimation. If Dealer cancels an order, which has been
accepted by Company, Dealer shall reimburse Company for any cost
incidental to such order incurred by Company prior to the time it was
informed of the cancellation.
Purchase Price: The prices for all Standard Products and Spare Parts, and
any discounts applicable thereto, are set forth in Annexure I. All prices are
Ex-works, Company. If the Price for any Product is not set forth on Annexure
I and Dealer nevertheless orders such a Product from Company, the parties
hereby evidence their intention thereby to conclude a contract for the sale of
that Product at a reasonable price to be determined by the parties mutually
negotiating in good faith.

Price Changes: Company reserves the right, in its sole discretion, to change
prices or discounts applicable to the Products. Company shall give written
notice to Dealer of any price change at least 15 days prior to the effective
date thereof. The revised price shall come into effect for all supplies made
after the effective date, regardless of the date of the order.
Delivery: Title and Risk of Loss: All deliveries of Products sold by
Company to Dealer pursuant to this Agreement shall be made Ex-Works.
Company may agree to take the responsibility for arranging transportation of
Products, if requested by Dealer. The Company shall however arrange for
transit insurance for the Products.
Inspection and Acceptance: Promptly upon the receipt of a shipment of
Products, Dealer shall examine the shipment to determine whether any item
or items included in the shipment are in short supply, visible defective or

damaged in transit. Within 3 days of receipt of the shipment, Dealer shall

notify Company in writing of any shortages, visible defects or transit
damages, which dealer claims existed at the time of delivery. Within 7 days
after the receipt of such notice, Company will investigate the claim, inform
Dealer of its findings, and arrange to deliver, replace or repair the Products,
which Company determines were in short supply or visibly defective.
Regarding the transit pilferage and damages, the Dealer shall arrange to claim
damages from the insurance company that provided the transit pilferage and
damages, the Dealer shall arrange to claim damages from the insurance
company as provided in transit insurance. Unless the notice is given as
provided in this Section, Dealer shall be deemed to have accepted such
products and to have waived all claims for shortages and visible defects. It is
further agreed that the Company also will not be responsible for providing
service and for deficiency in service to the end user and it shall be the sole
responsibility of the Dealer and for any reason pursuant to any
Court/Consumer forum, the Company is made liable for the same, the same
shall be refunded by the Dealer forthwith on compliance of such an
order/direction by Company and for the delay in making such payment, will
make the Dealer liable to pay counter interest at 6% p.a. over and above the
rate awarded.
Payment: Upon receipt of the purchase order from the Dealer, the Company
will submit a Performa invoice for the items as per delivery schedule. The
Dealer shall then remit the amount to the company as mentioned in the
Performa invoice, prior to the shipment from the Companys premises. The
Company shall ship the Products within 7 days of realizing the payment.
Alternatively, the Company may accept payment terms by way of an
irrevocable and confirmed letter of credit from a reputed bank.
Cheque Payments: The Dealer agrees to honor all the cheques issued by
him in favor of the Company, on the date of presentation to the bankers of the
dealer. The Dealer promises not to issue Stop Payment Instructions to their
bankers, and also not to close their bank account without the prior permission

of the Company. In the unlikely event of returning the cheque, the Dealer
understands that it is punishable offence under the Negotiable Instruments
Act. In such an event, the Dealer promises to pay cheque bouncing charges,
as determined and demanded by the Company, along with the returned
amount by DD within seven(7) days of cheque returning along with penalties
&/or interest as demanded by the Company. If the Dealer fails to pay as per
the agreement, then he agrees that he will have no objection in the Company
taking legal action against him and cancel the agreement at the discretion of
the Company and forfeit the security deposit available with the company or
invoke the Bank Guarantee.
Clean Development Mechanism: The Company intends to participate in
the Clean Development Mechanism (CDM), and the Dealer undertakes that
he will take the responsibility to collect the Customer Authorization Forms
(CAF) as and when required by the Company and also assist the Company
in fulfilling the requirements under the CDM. The Dealer also undertakes not
to parallel to participate in the CDM with any other party(s) and/or assign the
Carbon Credits to any other entity, without the written permission and
approval of the Company. The dealer also acknowledges that all Carbon
Credits accrued due to the activities of the Dealer shall remain in favor of the
Company.
Term of the Agreement: This agreement shall remain valid for a period of
one year from the date of signing, and would be extended for a further period
of two years or more, on terms that would be mutually agreed upon at lease
one month prior to the end of the term of this agreement.
Termination: Both parties to this agreement can terminate this agreement
by giving a three months notice in writing to the other party. All accounts
must be settled before the end of the notice period.

Jurisdiction: All disputes arising out of this agreement shall be referred to an

Arbitrator, acceptable to both the Dealer and the Company. The decision of
the Arbitrator shall be binding on both parties. The arbitration process will be
conducted in Bangalore, India, in accordance with international trading laws.

For Nuetech Solar Systems Pvt. Ltd.,

(
Witnesses:
1.
2.

Dealersignature