Terms Of Dealership

1. Rights Granted.

Beth Lifestyle Private Limited (BLPL) grants rights to sell its BETH range of products on a exclusive basis to its dealer. BLPL Reserves the right to grant additional dealership as the market demands. Dealer accepts the responsibility of customer interaction and support on both presales and post sales activities. Dealer also accepts to deal with all warranty related services through parts from BLPL.

Exclusivity: Exclusivity is the center of this appointment. This means Beth Living stores will an exclusive brand display for BETH or its partner brands. No other brands will be displayed or put up( products being part of the display is excluded) . Display of any other brands would be considered violation of the mutual exclusivity clause. Beth Lifestyle on its part would not be appointing another franchisee in its reasonable vicinity which ( 5 km radius in metros and tier 1 cities).

Tier 2/3 and NCR towns and other districts will be exclusive for the franchisee for a radius of 15 kms. BLPL would retain the district completely exclusive for the first dealers in any district for a period of 6 months from the date of appointment. The first franchisee would be offered any new locations in the said district , and will have the right of refusal to operate in any such newly added location. If the franchisee wish to be the franchise right holder of the new location in the district, the same would be evaluated as a new appointment subject to the terms of appointment.Terms of dealership and decision on such application will be subject to the discretion of BLPL as in any appointment. Once the 6 months of his appointment expires the existing franchises may proceed on himself to apply for a new location and BLPL team would respond to the same subject to its appointment process. BLPL on its part , would inform the dealer of a new location and its readiness to appoint a new dealer in the location after the first six month. If the existing franchsiee wishes to proceed with the new location in the said district and the existing franchisee may respond to it within a period of 7 days from any such communication, beyond which BLPL will not be under any obligation to consider any such application/registration.

2. Products BLPL offers all the products under BETH range of products to its dealers for transactions. BLPL also assures to offer all future products under BETH brand to its dealers.

3. Geography: Franchisee will be entitled to promote his business in the reasonable vicinity of his presence. However, he may pursue unsolicited business enquires from any region

Explanation

Local Visible Sales Activities

Any dealer would have exclusive right to do visible campaigns in his territory. Other dealers would not have the right to do visible. activities like leaflet distribution, banner campaigns and other ground level visible sales promotional activities in another dealers territory.

Sub dealers

Dealers would also have right to appoint sub dealer in there territory. How ever exclusivity in this activity is subject to the respective dealers performance in appointment of such sub dealers and BLPL reserves the right to assign the same right to an alternative dealer in the event of poor performance from the said dealer.

Beth Associate Network

The Beth Associate Network is a program to enroll associates on to respective dealers strictly be references. There would be no geographical restrictions for such references. These associates could involve business relationship with Architects, builders, contractors, electricians, plumbers and freelancers.

Demo Displays at any of the references mentioned above may be done in discussions with the sales team. Such displays will be treated as private purpose displays and cannot be having any public purpose displays of brand or product.

The dealer will be eligible for the following supports. (a) Involvement in Sales Promotional Programs Under Taken by BLPL (b) Training to Dealer Staff on Products and Projects (c) Training on service and installation activities. (d) Support from BLPLs Business Development Manager and Service/installation Manager. (e) Dealer shall be entitled to take decision on Warrantee in consultation with Service Department and make onward claim to the BLPL. Warranty shall be bound by Warranty Policy.

5. Dealership Criteria:

BETH Franchisee models, Specification and Cost
Criteria	NCR/T2/T3	Metros/T1	Master franchisee
Non refundable Signup Fee	Rs 1.5 lakhs,(plus GST)	Rs 1.5 lakhs,(plus GST)	Rs 15 lakhs,(plus GST)
Non refundable Software and training fee	Rs 3 lakhs( plus GST)	Rs 3 lakhs( plus GST)	Rs 3 lakhs( plus GST)
Interior and merchandising cost	1.75 to 2 lakhs	3 to 4 lakhs	6,lakhs .
Main Board cost ***	45 to 60 k	85 to 100 k	100 to 150 k
Refundable deposit	Nil	Nil	Nil
Demo Unit display	Demo Unit display	Approx. 8 to 9 lakhs	Approx. 16 lakhs
Total project investment	Rs. 10 to 11 lakhs approx.	Rs. 15 to 16 lakhs approx.	Rs. 40 lakhs approx.

Space Required	450 to 500 sft	800 to 1000sft	1500 to 2000sft for showroom 600 sft for store
Working Capital Requirement	Nil	Nil	18lakhs
1. *** To be sourced from approved vendors. 2. Budgetary cost indicated are not including GST. 3. . can vary based on site conditions.

5.1 Role of Dealer:

(a) Setting up of Display/Demo at the dealer showroom,

(b) Sales of products to end user

(d) Helping the customer on site preparation.

(e) Installation of kitchen.

(f) Providing Service support to the customers in the region through Dealer employees.

(g) Assisting customer on online registration of warranty.

(h) dealer will co ordinate with the service department to resolve the any service/warranty issues.

(i)Recruiting maintain of a sales and installation team ( minimum team size one Sales Executive, One Sales co ordinator, and two installation technicians)

5.2 Role of BETH

(a) Support and knowledge transfer from sign up to Go live.

(b) Lead generation for dealership

(c ) Support to dealer sales teams

(d)Training for sales,sales coordinator and installation team.

(e) Adherence to supply and delivery quality

6. Terms of Sale. General terms of sale: 1. Dealer would be expected to place 50% of the order value at the time of placing the order. 2. Dealer is expected to pay the balance 50% of the order against confirmation from BLPL prior to dispatch. 3. Dealer is expected to place his first order for his showroom display once the dealership application is approved. 4. Dealer can also place order with 100% payment availing additional cash discount and faster delivery under the provisions of express deliveries.

7. Payment

Payment Terms would be as below: (a) Prices offered will be EX-Works Bangalore. (b) Non clearing of the consignment by the Customer/dealer would result in placing the balance order in suspended animation and would attract warehousing charges for the manufactured part.(c) All payments are to be made wide RTGS (d) transit insurance and damages thereon will be the responsibility of the dealer

7(a). Prices and margins

BLPL operates on DP ( dealers price-the price at which the dealer buy) RRP ( the recommended dealer price- the price at which the dealer sell). These prices are ex works BANGALORE. The difference between the two is 45% of DP ((RRP-DP)/DP) or 32% of RRP ((RRP-DP)/RRP).The dealer is expected to manage the discounts at his counter knowing this margin levels.The prices will also be periodically updated to dealers via CRM. Any sales /tactical schemes announced by BLPL will be based on this pricing structure .

8.Indemnification.

The BLPL offers assured quality of Manufacture's products supplied to the Dealer, under the warranty policy of the BLPL. Products are offered are on Ex-Works basis, dealer/Customer is entitle for a full inspection of goods prior to dispatch from the BLPLs factory on own cost. 4BLPL in no way be responsible for any defaults of payments statutory or otherwise.

Investment by dealer : In principle the dealer invests money into a his dealership subject to his due diligence. BLPL in no way shares any of the risk involved in the course of business.

9(a) Display at dealerships

The franchisee is expected to invest in the display .This investment is made at dealer price. As and when new products are introduced the dealer is entitled to sell the display with prior approval form BLPL at a discounted price. This discounted amount would be funded by BLPL as a credit note for new replacement display coming in its place.

Important:

1.The sales of display is only with the concent of BLPL

2.Replacement credit cannot be used for new product displays.

9(b) Software License validity

The dealership will be provided with an online login for the use of the software. The software license will be valid as long as the franchisee franchiser relation exist. The license will loose validity as soon as the termination is initiated or the dealer resigns. No claim or refund of the license fee will be entertained .

10. Order processing((a) A qualified ORDER would be uploaded through www.bethliving.com and order acceptance would be provided to the dealer by BLPL upon receiving the necessary financial clearance. (b) Qualified orders will include the following 1. Irrevocable Firm Purchase Order throughbethkitchens.com 2. Advance as per the term vide RTGS c) BLPL will employ its best efforts to fill Dealer's orders promptly and timely as per the requirement of the end customer d) Dealer will be informed well in time to make the balance payable payment.

11.a Use of BETH brand.

Dealer is authorized to use BETH brand name, trademarks and logos in advertising and all promotional activities, on stationery and business cards, or on the dealer website. The logo and the style would be as provided by the BLPL as per its corporate identity. However this usage is subject to the clause 14 and 15 pertaining to termination.

11.b SERVICE POLICY BLPL VERSION 1.2

This document is with detail standard operating procedure for any service and Installation activity of Bethliving products.

11.b.1 SERVICE TEAM AT DEALERSHIP

Every dealership will have two installation technicians and they need to be trained from an authorised Beth living Engineer before the showroom soft launch, in the absence of technicians, the show room display installation will be on WITHHELD.

Qualification:ITI FITTER with 1-year experience preferably with reasonable communication in local language is an advantage.

Before the first installation i.e. the installation of the display product the technician must undergo minimum of 8 hours of training to handle installations. This should be done in the week preceding installation at Bangalore by Bethliving Engineer.

The complementary lunch will be offered during the training day and allthe other expenses should be borne by the dealer.

11.b.2 INSTALLATION

Installation will consist of two parts.

Pre Sales order: The pre sales order activity of installations include verification of dimension considered and verification of modules considered and its feasibility. At this stage itsalso important to verify the fit and functionality of each of the modules in the said customer project.
Installation: The installation will include receiving of modules at the site, verification of each modules as per stage 1 installation.
As soon as the material received, ensure the acceptance as per the invoice given, if there any physical visible damages, should be reported for the insurance claim directly by the dealer. All transportation /despatches will be the responsibility of the dealer in co- ordination with Beth warehouse person.
NO material will be despatched/ received at Beth without required documents and both the cases, it should be communicated to Beth ware house person prior to the activities and approved.
For all the despatches, arranging the transport is the responsibility of respective dealer.
As a standard practice, requested to make all the despatches are INSURRED by the dealer, all the damages /losses occurring due to transport should be claimed and recovered.
There will be a spare kit for attending services contains regular items like hinges and sliders and the same would be invoiced to the respective dealer and should be maintained a record for the same for the replenishment and all replaced components must be returned to Beth for to claim the warranty.

DEALER TECHNICIAN MUST BE IN UNIFORM WITH BETH LOGO TEE SHIRT, SHOE AND IDENTITY CARD IS A MUST FOR ALL DEALER STAFF AT SITE.

FOR REPORTING THE SITE VISIT AS A PART OF PRE SALES ORDER, A STANDARD CHECK LIST CAN BE USED. ALSO, IF THERE ANY ADDITIONAL MATTERS, IT CAN BE ADDED TO THE REPORT DEPENDS ON EACH SITE CONDITION WHICH IS RELEVANT FOR THE SMOOTH COMPLETION OF THE INSTALLATION.

Every installation to be legitimate and warranty to be valid must be installed by a TRAINED installation technician. The CRM system will eventually develop the ability to bring in traceability of the technician,the training hours he has went through etc.

11.b.3 Borrowing of a technician:

Borrowing of trained technician is acceptable only in case of the borrower technician being loaded by installations. In case of a dealers expects BLPL to co- ordinate with another dealer to arrange a technician, a service charge of INR 7000 will be payable to the borrowing dealer per installation per day. Travelling and lodging expenses should be borne by the parent dealer and ensuring the readiness of the installation at site will be the whole responsibility of the parent dealer, any issues/mismatches due to design and other related reasons/site condition /electric power /supply related issues etc leads to withhold the installation, will not be a reason for not paying the to the borrowed technician.

Payments to be made in advance in borrowing technician cases and it should be directly to the service providing dealers account.Timing for the installation at site will be 10AM TO 6PM.The dealer representative must be present in full time with borrowed technician at site and all the required tools must be available at site for action. The borrowed service person availability will be only for requested dates, all the work requirements should be explained and updated in the CRM and the request to be made in 10 days before the requirements. Also, the confirmation of the technician purely based on the availability only.

Assistance on installation, technical advice or information can be shared by BLPL Engineers to only dealers who has their own installation technician.In the event of any existing technician leaving / resigned, the same should be updated in CRM on priority,the employment with the dealership, a due replacement is expected to be done by the dealer and training may be sought from BLPL.

No support can be provided to the dealer in the absence of a trained service technician.

11.b.4 COMPLETION OF INSTALLATION

1.Upon completion of the installation the installation report must retrieved from the file section in CRM.

2.The installation report must be duly signed by the customer and has to be uploaded to the respective sales order location and the status has to be changed to the installation completed in co-ordination with the service team.

3. Upon the same the warranty card would be issued.

4. warranty card must be reached to the customer as soon as the installation reportgenerated and it should reach by hard copy or by mail,since customer must follow the warranty terms for getting future services. Customer should not say that, they are not aware about the terms and conditions of warranty when they seek for service support.

Note: Beth CRM will soon be upgraded to capture the service technician details with his training code.

11.b.5 CUSTOMER COMPLAINT

Means to register customer complaint

Complaint directly at dealerships: Irrespective of the scale or seriousness the dealer is expected to register the customer complain via CRM with all relevant details. The dealer technician is expected to attend to it and resolve the issue.
Dealer technician would attend the complaint and resolve the issue and there would be no reimbursement of service cost of warranty services for components replacement up to Rs 1000
In the event of the dealer not having service technician, the dealer can recruit and request for training.
However once the complaint is lodged and complaint is not attended and closed within the service level agreed, BLPL may choose to use the services of any of the technician available and a debit of Rs 7500.00 would be affected to the respective dealer who failed to do theservicematerial cost will be added to this , if it in the case of misuse/damage happened at site.

11.b.6 Charges for Service and warranty.

The dealer may charge a visit charges to the customer in case of NON -Warranty services.
**For parts replacement below INR 1000 no service labour reimbursements.
Parts above Rs 1000.00 no reimbursement for dealers having no trained technician.
Parts above Rs 1000.00 dealer labour cost would be reimbursement of 5% of the part cost. Once the service is done the claim has to be formally done by dealer and the credit note to the effect of approved amount will be initiated to the dealer.
For Dealers with service technician all support services both technical as well as facilitation of training would be provided at no cost by BLPL.
In the event a dealer without service technician ask for service assistance, it will be assumed that he is agreeing for the debit of Rs 7500 per day (10 AM to 6 PM) also the travelling and lodging expenses by the dealer.The amount should be paid in advance along with the confirmation for service.
Dealer technician would attend the complaint and resolve the issue and there would be no reimbursement of service cost of warranty services for components replacement up to Rs 1000
Above Rs 1000 parts replacement dealer could claim as per the service charge schedule.
The dealer may charge a visit charges to the customer in case of NON - Warranty services.
For parts replacement above INR 1000 the service labour reimburses.

** Please note: Warranty services cost of any sales is factored into the dealer’s margin for the respective sales.

11.b.7 Warranty and Claim Procedure:

In the event of a customer complaint resulting in the need of a warranty replacement the following procedure will be followed.

The decision of warranty replacement has to be communicated to and consented by BLPL service team via CRM.
The dealers may replace the part from the spares available in his spare parts replacement kit.
In the case of complete module replacement under warranty, the new supply will be containing with only the required parts. Hinges,sliders,accessories, glasses etc should be used from the existing supplied modules for the replacement at site. The remaining rejected body parts to be scrapped at the dealer level after the communication to BLPL.
Once the replacement is done the broken part needs to be send back to BLPL along with the claim of parts cost. A service bill has to be raised to BLPL as per the service schedule (including the parts and labour charges). The amount involved will be purchase credited to the dealers operational account with BLPL (please note “no cash transfer to bank”. It will be purchase credit to the dealers operational account with BLPL and may be used for immediate purchases)
In the event, if the said part is not available in the stock of the dealer, he may immediately place the order with BLPL following step 1.
BLPL will make the part available to the dealer with and be supplied by invoicing it to the dealer. In return the dealer may raise a warranty claim invoice as per the policy.

11.b.8Service Schedule.

Dealer visit charges	Dealer with /without trained technician		Remarks
Visit charges	Warranty 450 credited to dealer by BLPL	Non-warranty 450 payable by dealer	Claim if BLPL to be made.
Warranty replacement charges	Components replacement by BLPL	Non-warranty by customer	Spare price to the customer should be as per the Beth spare parts price
Warranty replacement Labor	15% of components price to be claimed by dealer	Non-warranty 15% components to be paid by customer	If from BLPL to be claimed by the dealer after completion of service
Transportation cost	By BLPL	To be included with the cost	If from BLPL if needs to be claims after service

12. Relationship of the Parties.

The relationship between BLPL and Dealer is that of BLPL and Dealer only and the employees of one party, shall under no circumstances, be deemed to the employees of other party. All communications regarding financial transaction or accepting financial liabilities will be communicated by the Director Marketing of the BLPL. The dealer shall also indicate to the BLPL, in case if there is any change of ownership, address or key roles from what is mention in the dealer application www.bethliving.com

Franchisee will have a one to one relation with the BLPL. The franchisee will have no relation with peer franchisees financial or otherwise without the written consent of BLPL.

13. Non-Solicitation.

During the term of this Agreement and for Twelve (12) months following its termination, BLPL and the Dealer shall not mutually hire or offer any employment or other form of services, directly or indirectly, either alone or through its affiliates to any of the employees, agents or consultants of the Dealer assigned or introduced to BLPL under this Agreement.

14.Non-Compete Clause.

The BLPL and Dealer agrees mutually that it will not contact, work or use, directly or indirectly, the clients/Staff/associates of the BLPL/Dealer for any business purpose without the written permission of the BLPL/Dealer during the tenure of this contract. The breach of this clause shall attract suitable monetary compensations and the affected party is entitled to seek other remedies as it deems fit for the loss or damages of financial as well as reputation of the BLPL/Dealer. However in the even to of written permission mutually agreed by either party this clause may be overlooked.

This appointment, its acceptance and engaging in business with BLPL will make it binding on dealer, not to deal with any other brand which directly competing or not with BLPL. Any violation of this term will lead to termination of agreement subject to the terms 14 and 15 of this document.

15. Term and Termination.

(a) Parties may terminate this agreement at any time by written notice given to the other party not less than ninety (90) days prior to the effective date of such notice.

16. Obligations on Termination.

On termination of this Agreement, Dealer shall cease to be an authorized dealer. All the orders duly placed on the BLPL on or prior to the date of termination shall have to be executed by the BLPL as per the terms of this agreement. During the period of notice, both BLPL/Dealer will not enter into fresh contracts under this agreement. BLPL will have no financial obligation on any termination under any circumstances.

BLPL acknowledges all payments made towards signup fee and Software cost , however the same will be non refundable and no request on any refund or discount can be entertained under any circumstances.

On termination of this appointment , Dealer shall cease to be an authorized dealer. All the orders duly placed on the BLPL on or prior to the date of termination shall have to be supplied to the dealer by the BLPL as per the terms of this agreement. During the period of notice, both BLPL/Dealer will not enter into fresh contracts or book new orders through the same franchisee in question, under this agreement. Upon termination the dealer would stop using BETH style and brand with in a period of 30 days.

17. Notices.

Any notice required by this Agreement or given in connection with it, shall be in writing and shall be given to the appropriate party through e-mail/fax or recognized courier services.

Beth Lifesyle Private Limited,

71/2, Sai Arcade, 2nd Floor ,

Jaraganahali,

Banglaore-560076

Email: dealer@bethkitchens.com

At the official address of the dealer.

18. No Waiver.

The waiver or failure of either party to exercise in any respect any right provided in this agreement shall not be deemed a waiver of any other right or remedy to which the party may been titled.

19. Force Majeure.

No Party shall be liable for any failure to perform its obligations where such failure is as a result of Acts of Nature (including fire, flood, earthquake, storm, hurricane or other natural disaster),war, invasion, act of foreign enemies, hostilities (whether war is declared or not), civil war, rebellion, revolution, insurrection, military or usurped power or confiscation, terrorist activities, nationalization, government sanction, blockage, embargo etc. Any Party asserting Force Majeureas an excuse shall have the burden of proving that reasonable steps were taken (under the circumstances) to minimize delay or damages caused by foreseeable events, that all non-excused obligations were substantially fulfilled, and that the other Party was timely notified of the likelihood or actual occurrence which would justify such an assertion, so that other prudent precautions could be contemplated.

20. Entirety of Agreement.

The terms and conditions set forth herein constitute the entire agreement between the parties and supersede any communications or previous agreements with respect to the subject matter of this Agreement. There are no written or oral understandings directly or indirectly related to this Agreement that are not set forth herein. No change can be made to this Agreement other than in writing and signed by both parties.

The digital acceptance on www.bethliving.com would be binding on both the parties would remain the terms of the business association.

21. Governing Law.

If any term of this Agreement is held by a court of competent jurisdiction to be invalid or Unenforceable, then this Agreement, including all of the remaining terms, will remain in full force and effect as if such invalid or unenforceable term had never been included.

22. Severability.

23. Formal Sign off

Formal acceptance of this term done by the dealer on www.bethliving.com will be binding. The dealer appointment letter issued to the dealer will be in reference to the same and needs to be duly accepted by the dealer.

Disclosure

BLPL is in no way assuring any returns to its franchisee right holder. BLPL offers its ecosystem of products, brand and support as detailed in this document so as to enable the franchise right holder to do business. It is entirely the onus of the franchisee team to generate business thorough sales and sales conversion activities. BLPL expects franchisee to do his own due diligence on the risk and returns associated with the business. Singing of the LOI.

Terms Of Dealership

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