And whereas the FRANCHISOR has a paid up capital equivalent to Rs. 99,000 crores and has assets worth Rs. 10,00,000 crores and has been making regular profits commensurate to its investment.
And whereas the FRANCHISOR has acquired a reputation for its brand names transvaal and RAND and goodwill for quality of its gold and jewellery.
And whereas the franchisee has several buildings in good localities where existing outlets are situate and where other outlets can be obtained for sale of jewellery.
And whereas the FRANCHISOR has given the lists of franchisee in other countries and in India of the said FRANCHISOR.
And whereas the FRANCHISOR has been given list of companies of other FRANCHISORs for which the franchisee is acting in India and the Trade Marks and service marks under which the franchisee is carrying on business.
And whereas the parties have agreed to act in good faith towards each other and prevent any damage to the interests of the FRANCHISOR or franchisee and continuously work to develop and improve the system of manufacture and sale of jewellery under the existing Trade Marks or new Trade Marks or service marks and to protect the reputation and business of the parties herein.
3. The FRANCHISOR agrees to give practical and theoretical training for six weeks in South Africa to the staff of the franchisee every year. The costs of travel and accommodation shall be shared equally by the parties herein.
6. The FRANCHISOR shall obtain necessary permission from South African Governmental authorities for export of gold and jewellery to India on account of franchisee and get the present agreement duly approved by the concerned authorities.
7. The FRANCHISOR shall have the right to send its representatives to inspect the shops and manufacturing processes of the franchisee and suggest improvements thereon with a view to maximise the sale of gold, gold products and jewellery under the Trade name RAND.
9. The franchisee should sell the product under the trade name in the whole of territory in India and will export to any other countries the gold jewellery and other products under the trade name RAND as it may think suitable under the market conditions.
11. The franchisee shall get the present agreement approved by the Indian Governmental authorities including the Reserve Bank of India for importation of gold and gold products including jewellery, sale thereof in India and export outside India.
13. The franchisee shall have the right to carry on its existing business in the usual manner as also to import gold, gold products and jewellery from the FRANCHISOR and manufacture articles and jewellery from the imported gold under the trade name RAND and sell the same in India and abroad.
15. The franchisee will sell the gold, gold products and jewellery under the trade mark RAND at a price which will get for the franchisee a gross margin of 30% and out of which the Franchisee will pay one-third to the FRANCHISOR as the fee for the licence. Such payment is in addition to the costs of the goods sold and delivered to the Franchisee.
17. The franchisee shall make payment of the price of the goods delivered within 24 hours and will make payment of licence fee up to 10% of the turnover by the first week of a month in respect of sales during the preceding month. The franchisee shall pay and bear all expenses incurred in India in connection with the present agreement entered into and the FRANCHISOR will pay and bear all the expenses that may be incurred in South Africa.
19. In the event the franchisee finds the goods delivered are not according to the standard specifications the franchisee shall immediately report the same with particulars of defects and the FRANCHISOR shall give appropriate credit to the franchisee for such defective goods.
21. It is agreed and declared that both the FRANCHISOR and the franchisee shall comply with all laws rules and regulations governing the transactions covered by the present agreement and that this agreement is entered into subject to obtaining the necessary approval of the authorities concerned.
23. This agreement shall not constitute the franchisee as the agent of the FRANCHISOR or a Partner or a representative or vice versa and that no act of the FRANCHISOR will affect the franchisee and no act of franchisee shall affect the FRANCHISOR.
25. Neither party shall disclose to any third party any information as to the methods of manufacture, operation, publicity, financial plans, present or future plans or the policy of the other which information is not in public domain and is not compulsorily disclosable under any Statute.
27. Both the FRANCHISOR and the franchisee shall jointly act whenever necessary to obtain any permission from the governmental or other authorities in connection with the business under the agreement including payment of the licence fees, registration charges and expenses to be incurred by the representatives of the FRANCHISOR residing in India or the franchisee residing in South Africa.
32. All payments and transactions are to be expressed in Indian Rupees having no connection with the exchange rate of South Africa or any other Currency.
In witness whereof the parties herein have executed these presents on the day, month and year first above-written.
