By signing the Dealer Data Form and/or any amendments issued by Luker, the Dealer confirms that they have read, understood, and agrees to be bound by the Distributor/Dealer Agreement of Luker Electric Technologies Pvt. Ltd., as available and updated from time to time on the Company’s official website. The said Agreement, including all amendments and revisions, shall form an integral part of this document. The following agreement is part and parcel of dealer data form.

DISTRIBUTOR/ DEALER AGREEMENT

By and Between LUKER ELECTRIC TECHNOLOGIES PVT LTD and THE DEALER

1. INTRODUCTION AND BACKGROUND

Luker Electric Technologies Pvt Ltd (herein after referred to as ‘Luker’), a leading Indian manufacturer of electrical products such as LED lighting, fans, and wires, enters into this distributor/dealer agreement to establish structured, lawful, and mutually beneficial commercial relationships with its dealers. This agreement outlines the terms governing the marketing, sales, distribution, and support obligations in alignment with industry norms and statutory requirements.

The Dealer who agreed and signed the Distributor/Dealer data sheet and its terms and conditions for engaging as a potential dealer for marketing and sales of Luker products.

1. DEFINITION AND INTERPRETATIONS
2. Agreement

This Agreement, including all schedules, annexures, amendments, and documents incorporated by reference, constitutes the entire understanding between the Parties regarding its subject matter.

1. Confidential Information

Any non-public, proprietary, technical, financial, or business information disclosed under the agreement. Any technical, financial, operational, or proprietary information disclosed verbally, in writing, or electronically, which is identified as confidential or that which should reasonably be considered confidential given its nature and source. 

1. Dealer

A registered business entity appointed by Luker to market, sell, and distribute its products. A registered business entity appointed by Luker to market, sell, and distribute its products.

1. Effective date

The date on which the Dealer accepts the agreement (for instance, by signing the related data sheet) and the contract comes into force is more specifically the Date of acceptance as per the Data Sheet.

1. Force Majeure

Unforeseeable events beyond a party’s control (e.g., natural disasters, pandemics, strikes, governmental orders) that delay or prevent performance under the Agreement.

1. Indemnity Clause

A clause wherein the Dealer agrees to hold Luker harmless against losses arising from the Dealer’s breach, negligence, or other wrongful conduct.

1.  Intellectual Property Rights

All rights, title, and interest in any patents, copyrights, trademarks, trade secrets, and other proprietary rights, whether registered or unregistered, that are used, developed, or delivered under this Agreement.

1. Modifications and Amendments

Any changes, additions, or deletions to this Agreement must be made in writing and duly executed by both Parties. No oral representations or agreements shall be deemed to modify any terms herein.

1. Non-Exclusive appointment

An appointment that does not confer sole rights on the Dealer; Luker may engage with multiple dealers even within the same territory.

1. Order

An Order is any purchase request submitted by the Dealer or Distributor through our executive.

1. Return/ Refund Policy

Specified timeframes and procedures for initiating and processing returns or replacements (e.g., requests must be made within 7 days of delivery, with processing within 10 working days).

1. Rupees :

The rupees shall mean the rupees of Indian currency.

1. Sub-Dealer

The term Sub-Dealer includes those who have entered into a direct contract with the Dealer and who furnish material worked to a special design as called for in the contract documents, but does not include those who merely furnish materials. Sub-dealer shall be appointed only with the approval of the Luker.

1. Term and Termination

The term of this Agreement shall commence on the Effective Date and continue until terminated by either Party by the termination provisions herein.

1. Territory

The specifically designated geographic area in which the Dealer is authorized to promote, sell, and distribute products.

1. Warranty

The period of responsibility of the contractor for rectifying any defects or issues that arise in the constructed facility is at no additional cost to the client.

1. Working Day:

Working Day shall mean any day from Monday to Saturday (both days inclusive), excluding all National Holidays as notified by the Central/State government.  

1. INDUSTRY CONTEXT AND STANDARDS

This agreement conforms to prevailing norms in India's electrical and electronics products distribution industry, including standard practices such as non-exclusivity clauses, mandatory compliance with GST regulations, and credit-based risk assessment for dealerships. Compared to leading OEM agreements, Luker’s agreement reflects a moderate level of legal stringency with a focus on brand integrity and financial due diligence.

1. THEORETICAL AND LEGAL FRAMEWORK

The clauses in this agreement are grounded in Indian Contract Act principles, particularly those related to agency, confidentiality, and indemnification. The confidentiality clause aligns with common law obligations for fiduciaries, while indemnity provisions mirror those found in Sections 124 and 125 of the Indian Contract Act.

1. METHODOLOGY FOR AGREEMENT FORMATION

The terms of this agreement were formulated following internal risk assessments, market evaluations. A non-exclusive dealership was chosen to maintain competitive regional representation, while territory assignments are determined based on sales potential and logistical feasibility. However, the Company reserves the right to review and adjust designated territories periodically based on mutually agreed performance benchmarks, market trends, and logistical considerations. In cases where overlapping territories are identified, periodic performance reviews and sales metrics will guide any necessary adjustments to ensure optimal market representation and conflict resolution

1. SCOPE OF APPOINTMENT

Luker appoints the Dealer on a non-exclusive basis. This appointment remains valid until terminated as per the clauses outlined here or upon revocation of credit facilities.

1. DEALER OBLIGATIONS

The Dealer shall:

• Promote Luker products and endeavour to maintain adequate inventory levels.
• Comply with applicable statutory requirements (GST, labour laws, etc.).
• Maintain Luker’s brand reputation and ensure that all use of its intellectual property, including trademarks, branding elements, and marketing materials, is strictly in accordance with the Company’s approvals and guidelines.
• Any additional commitments, including schemes, discounts, incentives, or gifts, shall be binding on the Company only if expressly approved and communicated in writing on the Company’s official letterhead or through duly authorized written communication or through policies by an employee minimum at the post Sales manager. The Company shall not be liable for any verbal assurances or unauthorized commitments made by any sales executive or representative.
• The Company shall not be responsible or liable for any financial or monetary transactions undertaken between the Distributor and any employee, agent, or representative of the Company in their personal capacity. The Distributor shall ensure that all payments are made only through officially designated Company channels.
• The Company shall have no responsibility for the collection or recovery of payments from end customers. All credit risks, collections, and related follow-ups with end customers shall be solely the responsibility of the Distributor.

1. PRICING, INVOICING & CREDIT TERMS

Product pricing shall be as per Luker’s official lists, which will be shared with the dealer from time to time. Invoices are payable within the agreed credit period. Late payments attract interest at 15% p.a. Credit facilities may be revised or revoked by Luker at its sole discretion.

1. DIGITAL CONDUCT AND E-COMMERCE GUIDELINES

The Dealer shall not list, market, or sell Luker products on online third-party platforms or e-commerce sites without prior written consent from the Company. Digital marketing, product descriptions, and online advertisements must adhere to the current Luker brand guidelines, which will be communicated periodically. Failure to comply with these protocols may result in the revocation of online selling privileges.

1. DELIVERY, WARRANTY & RETURNS

Luker shall deliver goods based on orders. Warranty terms as stated on the product packaging or website apply. Dealers shall assist with warranty claims and follow return protocols. Return or replacement requests must be submitted in writing within 15 days of the product delivery date, failing which the products shall be deemed to have been accepted by the Distributor/Dealer. The Dealer is required to compile and submit all necessary documentation as prescribed by Luker for claim verification. Upon confirmation of the claim’s validity, the Company will process a credit note or replacement. Requests initiated beyond the prescribed timeframe will be subject to review and may be rejected unless an extension is mutually agreed upon in writing

1. INTELLECTUAL PROPERTY

The dealer may use Luker’s trademarks and marketing materials only with prior written approval and in line with brand guidelines.

1. TERMINATION

Luker may terminate the agreement for material breach with 30 days’ notice. Upon termination, the Dealer shall immediately cease marketing and sales activities, settle all outstanding dues, and return all proprietary materials, including marketing collateral and digital assets, to the Company within 10 working days. 

LUKER may, by written notice sent to the DEALER, terminate the contract, in whole or in part, at any time for its convenience, without assigning any reasons whatsoever. 

Provisions of this Agreement, which by their nature shall survive the termination of the agreement, such as provisions relating to confidentiality, indemnity, arbitration, etc., shall continue to bind the Parties post termination/expiry of this Agreement.

1. INDEMNITY & LIMITATION

The dealer shall indemnify Luker against any loss due to breach or negligence. The Dealer shall indemnify, defend, and hold harmless Luker and its affiliates, officers, directors, and employees from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable legal fees) arising from or related to:

(i) any breach of this Agreement by the Dealer,

(ii) any negligent or willful misconduct of the Dealer,

(iii) any violation of law or third-party rights by the Dealer.

Under no circumstances shall Luker be liable for any indirect, incidental, special, punitive, or consequential damages, including loss of profits, goodwill, or anticipated savings, even if advised of the possibility of such damages.

1. CONFIDENTIALITY, DATA PRIVACY AND COMPLIANCE

The dealer shall maintain the confidentiality of all proprietary, technical, financial, and business information of Luker Electric Technologies Pvt Ltd (“Confidential Information”) received or accessed in connection with this Agreement. The Dealer shall not disclose such information to any third party without prior written consent from Luker, unless such disclosure is required by law or regulatory order. Dealer shall take all reasonable measures to protect Confidential Information from unauthorized access or disclosure. Both Parties agree to comply fully with all applicable data protection and privacy laws, including the Digital Personal Data Protection Act, 2023. The Dealer shall implement robust security measures—both technical and organizational—to safeguard customer and business data. Customer information collected during the course of the Agreement shall only be used for purposes permitted herein and must not be disclosed to any third party without explicit, written consent, except as legally required. These obligations shall survive the termination of this Agreement for a period of five (5) years

1. FORCE MAJEURE

Neither Party shall be liable for any delay or failure to perform any obligation under this Agreement to the extent such delay or failure is caused by Force Majeure events, including (but not limited to) natural disasters, pandemics, labor strikes, governmental regulations, or other events beyond reasonable control. The affected Party shall notify the other in writing within five (5) business days of the onset of the Force Majeure event, describing the event, its anticipated duration, and the impact on performance. Obligations shall be suspended for the duration of the event, and if the Force Majeure event persists for more than 30 days, both Parties may mutually agree to modify or terminate this Agreement without further liability.

1. ENVIRONMENTAL AND SUSTAINABILITY COMMITMENT

The Dealer is encouraged to implement environmentally friendly practices within its operations. This includes the adoption of sustainable packaging solutions, waste reduction initiatives, and energy-efficient practices. The Dealer shall comply with all applicable environmental laws and may, upon the Company’s request, participate in joint sustainability initiatives to promote corporate social responsibility.

1. RECORD MAINTENANCE & AUDIT RIGHTS

The Dealer shall maintain accurate and complete records relating to the transactions under this Agreement for a minimum of five (5) years from the date of each transaction. Luker or its authorized representatives shall have the right to access and audit such records during normal business hours with prior written notice to verify compliance with the terms of this Agreement.

1. COMPLIANCE WITH LAW & ETHICAL CONDUCT

The Dealer agrees to comply with all applicable laws, including but not limited to GST regulations, consumer protection laws, environmental regulations, and local municipal laws. The Dealer shall adhere to fair trade practices and shall not engage in bribery, fraud, or any other unethical conduct. Luker emphasizes ethical business practices, prohibiting dealers from engaging in deceptive marketing, price manipulation, or unauthorized discounts. The company expects full transparency in customer dealings and encourages adherence to ISO 26000 social responsibility guidelines.

1. GOVERNING LAW & DISPUTE RESOLUTION

This Agreement is governed by Indian law and is subject to the exclusive jurisdiction of courts in Ernakulam, Kerala.

1. DISPUTE RESOLUTION

In the event of any dispute arising out of or relating to this Agreement, the Parties agree to first engage in good-faith negotiations for 15 days following written notice of dispute. If the dispute remains unresolved, the Parties will submit the matter to mediation with a mediator within 30 days. Should mediation fail to resolve the issue within an additional 30 days, the dispute shall be finally settled by arbitration in accordance with the Arbitration and Conciliation Act, 1996, with arbitration proceedings to be held in Ernakulam, Kerala. Notwithstanding the foregoing, either Party may seek interim or injunctive relief from a competent court to prevent irreparable harm

1. BANKRUPTCY OR INSOLVENCY

Without prejudice to any other rights or remedies available under this Agreement or applicable law, if the Dealer (or any entity controlling or owned by the Dealer) becomes insolvent, files a petition in bankruptcy, is the subject of any proceeding under any bankruptcy or insolvency law, or makes an assignment for the benefit of creditors, the Company may immediately terminate this Agreement upon written notice to the Dealer. Upon such termination, the Dealer shall cease all marketing, sales, and promotional activities of the Company’s products, immediately refund any advances or credits outstanding, and settle all amounts due under this Agreement. Any licenses or rights granted to the Dealer under this Agreement, including the right to use the Company’s intellectual property, shall immediately revert to the Company without further notice. The Dealer shall also indemnify, defend, and hold harmless the Company from any losses, damages, or claims arising from its insolvency or breach of this Agreement.

1. NOTICES AND COMMUNICATIONS

Unless otherwise provided in this Agreement, all notices or other communications under or in connection with this Agreement shall be in writing and may be sent by personal delivery, postal mail, or courier. Any notice or communication given or made under this Agreement shall be in the English language. 

Luker address: LUKER ELECTRIC TECHNOLOGIES PVT LTD

2ND FLOOR, JAIN TOWER, NH 66 BYEPASS

EDAPALLY, KOCHI, KERALA - 682024

1. SEVERABILITY

If any provision of this Agreement is deemed invalid or unenforceable by a court of competent jurisdiction, such provision shall automatically be revised to become valid and enforceable to the extent permitted by law, while still reflecting the original intent of the Parties. The remaining provisions of this Agreement will remain in full force and effect, unless the invalid or unenforceable provisions are of such essential importance to this Agreement that it is reasonably assumed the Parties would not have entered into this Agreement without those provisions.

1. ASSIGNMENT

Neither Party shall assign, delegate, or otherwise transfer this Agreement or any of its rights or obligations to a third party without the prior written consent of the other Party. Such consent shall not be unreasonably withheld, conditioned, or delayed.

1. ENTIRE AGREEMENT

This Agreement, including all schedules, appendices, annexures, and exhibits attached to it, as well as any modifications, amendments, alterations, and restatements executed in writing in accordance with the terms herein, constitutes the entire agreement between the Parties. This shall form an integral part of the Dealer Data Form and all other amendments between the parties. In the event of any conflict, the terms of this Agreement shall prevail over all prior or contemporaneous oral or written representations, understandings, or agreements relating to the subject matter hereof.

1. VARIATION & UPDATES

Dealer acknowledges that this Agreement and any annexures are available on Luker’s official website. Luker may update this Agreement as required by law or policy, effective upon publication on the website

1. CONCLUSION

This agreement formalizes the dealer-distributor relationship to ensure compliance, accountability, and strategic market expansion. It is intended to evolve with legal and market developments. Luker anticipates periodic reviews to incorporate new regulatory requirements and technological innovations.