Dr. Reddy’s Laboratories Ltd.

,
Global Distribution Centre,
Survey No: 41, Bachupally Village,
Bachupally Mandal,
Medchal Malkajgiri District,
Hyderabad – 500 090,
Telangana, India

Tel : 91 40 4464 5500 / 5528 / 5543

Fax : 91 40 4464 5555

Date:

Ref. Code:

Name & Address :

of the Stockist
Pin Code :
E-mail ID. :
Telephone No. : Mobile No. :
with S.T.D. Code Fax No. :
Drug Licence No : Valid Up to :
GSTIN : Date :
PAN Card No :
Name of Sole :
Proprietor/ Partner /
Directors
Residential Address of :
Sole Proprietor/
Partner / Directors

Dear Sir(s),

This letter (the “Agreement”) sets out the terms and conditions of the engagement between you and Dr.
Reddy’s Laboratories Limited (the "we/ us/Company/ Dr. Reddy’s") in case you are appointed as our
stockiest. Your acceptance to act as our stockiest of Dr.Reddy’s shall constitute your acceptance of the
terms hereof:

1. APPOINTMENT

At the time of appointment, you shall undergo a KYC Assessment conducted by us or a third party
appointed by us and hereby consent to the sharing and processing of your personal details for the said
purpose. For such assessment, you are required to provide authentication details together with the duly
self-attested supporting documents, the illustrative list of which is set out under Annexure I ("KYC
Documents"). KYC Documents shall include but is not limited to all such material information, data or
documents which verify your details, credentials and authenticity including your bank account details to
onboard you as our stockiest. You have to furnish the requested documents at the time of signing this
Agreement and/or at any time (and/or from time to time) as we may require. Wherever necessary, we
may also request for the original of the KYC Documents for verification purpose. For want of KYC
Documents or for the documents not being as per our criteria, we can suspend, restrict and/or limit the
business transactions, at our sole discretion.

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2. PRODUCTS AND DISCOUNTS

a) Upon appointment as our stockiest, you shall be entitled to sell the products listed in Annexure II
(hereinafter “Products”). The Product List, may be revised by us from time to time. The Products
will be sold to you from one of our C & F agent's or depot F.O.R. You shall sell the Products only
in your town, suburb and/or surrounding areas in the immediate vicinity. The Products provided
in this Agreement is for local sale in your vicinity only and you shall not export/supply the said
Products outside of your assigned area.

b) The Product List mentioned in Annexure II shall also state the current/updated MRP of our
Products. The price of the Products shall be exclusive of excise duty or such commission or
discount as may be permitted under the Drugs and Cosmetics Act 1940 and the Rules there under
as amended from time to time. The prices mentioned in the latest Product Price List issued by us
shall be considered as the governing Product Price List and shall be used by you for conducting
further sales.

c) The Products shall be sold to you on a principal-to-principal basis, offering you discounts as may
be morefully described in Annexure III. The Company reserves the right to withdraw or modify
the discounts offered to you at any time during the subsistence of this Agreement. The Product
Price List shall also be used to calculate the discount structure offered to you in Annexure III and
shall apply to sales to and by you; PROVIDED HOWEVER that you shall be at liberty to sell the
Products at prices lower than the prices in the Product Price List as aforesaid. However, you shall
never tamper with the label of the Products for conducting any sale. Subject to the provisions of
this Agreement, we may issue additional terms and conditions related to your engagement from
time to time.

3. PURCHASE ORDERS

a) You have to periodically provide non-binding 3 months’ forecasts to us for guidance and planning
purposes.

b) In order to keep adequate stocks and prevent scarcities and also for economic convenience of
handling and efficiency of operations, your total order for the Products (“Purchase Order”) shall
be of a value as will be mutually agreed between us from time to time. All orders placed by you,
shall be on your letterhead/purchase order form and shall be duly signed by your authorized person
and affixed with your legal stamp. You can also place your orders through a duly verified and
authentic email id.

c) You will raise a Purchase Order either with us or with the CFA. Acceptance of orders for the
Products placed on us/CFA shall be subject to availability. We/CFA shall issue an invoice to you
only upon acceptance of the Purchase Order.You may modify or cancel Purchase Order before
invoicing of the Products. The Purchase Order, inter alia, must contain Product prices, quantity
specifications, timelines for delivery of the Products, designated place of delivery, etc. You will
keep this information confidential and not share with any third party. All orders for Products shall
be deemed to be an offer by you to purchase such Products pursuant to this Agreement and
acceptance of delivery of the Products shall be deemed conclusive evidence of your acceptance
of the terms of this Agreement.

d) The Products sold to you shall be delivered only at your address registered with us. You shall
make all arrangements necessary to take delivery of the Products whenever they are tendered for
delivery. The risk and title in the Products will be transferred to you from the date of delivery of
Products at your registered address.
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 e) We shall not be held responsible for any loss, damage or other liability suffered or incurred by
you as a result of, or by virtue of this Agreement and in particular due to any failure or delay on
the CFA’s part in effecting delivery of any consignment(s) to you.

4. PRODUCT ACCEPTANCE, RETURNS AND RECALL

a) We shall be responsible for the Products which are Broken/Damaged/Destroyed during the transit
from CFA to your address provided you raise such concern within seven (7) days of receipt of the
goods. Any claim for return/price adjustment for the broken/ damaged/destroyed shall not be
entertained thereafter.

b) Claims pertaining to Expired / Broken / Damaged/ Destroyed Products (including those of cut
strips and loose strips) will be settled subject to the following:

i. Claims will be settled by way of replacement and/or Credit Notes which will be issued at
the average PTS price of the said Expired / Broken / Damaged/ Destroyed Product after
due verification of physical stocks and satisfaction of said claim.

ii. We will accept near expiry/date expired Products two months prior to expiry month and
up to six months after expiry date. No claim for return of expired products will be accepted
thereafter.

c) In the event of a Product recall, you agree to adhere to all product recall instructions issued by us
and will take immediate steps to comply with the same. Recall Guidelines classify the recall into
two categories, (i) Voluntary Recall and (ii) Statutory Recall. We shall carry out the recall at
appropriate levels in the supply chain, monitoring the status of the stock in position and the
progress of recall done through recall notices to the distributors/marketing company
/stockiest/retailers. Recall status will be intimated by us at all these levels right up to the
retailer/customer level and you shall adhere to all proper steps to be taken in this regard to ensure
timely recall. You shall adhere to all statutory and regulatory guidelines including but not limited
to the Guidelines issued by the Central Drugs Standard Control Organisation and the Drugs and
Cosmetics Act on recall and rapid alert system for drugs (Including Biologicals & Vaccines) in
this regard.
d) We may from time to time by a written communication, introduce or offer schemes/ discounts /
benefits to you or withdraw/cancel/amend such schemes/ discounts / benefits for present and /or
for past periods and you agree to abide to such terms and conditions as communicated from time
to time. However, you shall not be entitled to benefits of any specific offer or scheme in the event
of sales return whereby you fall short of qualifying for the scheme or offer and in such event you
shall forthwith return any benefits to the Company and the Company shall be entitled to debit your
account in this regard.

5. STORAGE AND INVENTORY

a) You will maintain at your own cost and responsibility, a suitable establishment with trained
personnel and adequate computer systems to obtain and execute orders for receipt, storage,
sale and dispatch of the Products. You will also ensure that the Products are stored in cool
room facilities and/or under such conditions that may be specified on the pack of each
individual product and/or under applicable law;

b) You shall always maintain adequate inventories of the Products for the purpose of ensuring
that the demand is continually serviced and that scarcities do not develop in the market. In
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 order to minimize transportation costs, make distribution economically viable and avoid
shortages in the market, it has been mutually agreed that you will maintain with you at least
one and a half month’s inventory of the Products at all times.

6. PAYMENTS
a) You will normally be required to purchase the Products by making full payments for the same
in advance vide a Demand draft or cheque or any other mode, which we may decide from
time to time.
b) We may upon assessing your performance as our stockiests, offer you a credit period in our
sole discretion. If we, at our discretion extend to you the facility of making payments by
cheque, you will ensure that such cheques are of Scheduled Banks only and that such banks
are within the city limits. Demand draft, cheque or any other negotiable instrument issued by
you towards purchase will be presented for payment basis the due date as per the credit days
from the date of dispatch to you. You shall ensure that no cheque is dishonored for any reason
attributable to you. You shall furnish to us when required a certificate of encashment from
your bankers in respect of cheques issued by you. If called upon to do so, such certificate shall
be sent to us before the 10th day of the succeeding month in respect of cheques in the previous
month. We may also at our sole discretion extend you the facility of making payments through
wire transfer. In the event of any of your cheque(s) having being dishonored or you failing to
make the wire transfer within time for any reason whatsoever, you will immediately make
full payment by Demand Draft including bank charges and interest calculated at 18% per
annum from the date of dispatch of the consignment till the date of the Demand Draft. In such
event, continuation of our business relationship and/or subsequent payment terms will be at
our sole discretion.
c) We may, at our option, send through your bankers all documents relating to the consignment
of the Products dispatched for collection against immediate payment. On receipt of intimation
either from us or from the bankers, you shall collect the same from the bankers by making
immediate payment of the invoice to the bankers. If you fail either to make payment as
aforesaid or fail to clear the consignment of Products covered by the documents, you shall be
liable for demurrage charges or such other expense of whatsoever nature arising out of such
default.

d) In the event you fail to make payment and clear the consignment within due date, we reserve
the right without prejudice to our other remedies in law, to recall the consignments.
e) In the event we are called upon to pay demurrage charges or any other charges of whatsoever
nature which arise out of such failure on your part to clear or delay in clearing such documents
from such bankers or failure to clear the consignment after receipt of such documents from such
bankers or from any other failure of whatsoever nature on your part, you shall pay the charges /
costs incurred by us to in that behalf.
f) Our representatives are not authorized to ask for or to receive cash advances and/or Products,
for any purpose and we will under no circumstances accept any responsibility for such cash
advances made and/or Products handed over to our representatives.
g) You undertake and agree to make payment of all monies payable by you from time to time, strictly
in accordance with the terms of payment as provided herein. If desired, a statement of accounts
in respect of our transactions with you will be provided.
h) Without prejudice to our right as provided hereunder or otherwise, it is hereby expressly agreed
between the parties that the aforesaid conditions are the essence of this contract and that the
neglect, failure or omission by you to make payment of any amount or part thereof as above or
otherwise under this Agreement shall entitle us, without prejudice to any other recourse in law,
to: (1) stop further sale of the Products or recall the products until payment in respect of all earlier
sales is made in full by you; or (2) require you to make all future payments by Demand Draft /
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 Crossed Pay Order or as approved by us; or terminate this Agreement forthwith.
i) You shall pay all taxes, duties, excises, assessments or other charges (“Taxes”) of any kind or
nature whatsoever levied by any government or governmental body on or in connection with the
goods with the exception of taxes that are applicable by law on us.
j) Without prejudice to anything contained herein, we shall be entitled to claim from you any monies
payable to us hereunder or otherwise any amount due to us or part thereof, and all other costs,
charges and expenses which may be incurred by us in any manner for effecting the recoveries of
all monies which may be due from you hereunder or otherwise. PROVIDED ALWAYS that the
aforesaid right shall be without prejudice to our right to proceed against you by suit or otherwise
for the recovery of any such costs, charges and expenses or any part thereof.

7. OBLIGATIONS OF THE STOCKIEST

You shall:-

a) at your own cost, consequence and responsibility obtain, maintain and renew all registrations/
licenses under the provisions of all statutes as applicable to for conducting its activities
including but not limited to the Drugs and Cosmetics Act and other applicable laws.
b) sell the Products under the original packaging and labeling, and under the name, mark, and
trademark under which they are manufactured/ supplied by us.
c) ensure that the price list provided to you shall be displayed in a conspicuous part of your
premises where the business is carried on and also circulate this price list to every retailer with
whom you carry on the business.
d) secure and execute orders from retailers/doctors and other dealers promptly and efficiently;
e) dispatch and deliver the Products to retailers, and other dealers, including co-operative
stores/super bazaars within 48 hours from the receipt of the order(s), holidays being excluded
f) supply Products only to retailers, and other dealers having valid retail drug license and other
applicable documents / approvals for receipt of orders as may be required in law;
g) rotate the stocks of the Products on a First-in- First-out basis
h) ensure that no Products are not sold outside the designated territory mentioned herein.
i) not export the Products outside the territory of India or sell the Product in online trade
channels. This restriction on online sales shall not apply if such sale transactions are made to
customers approved by the Company from time to time.
j) at no cost to us, furnish statistical and other relevant information to us, including submission
of Stock & Sales Statement, Order copies, Invoice copies and a near expiry Stock Statement
together with all Sales data of the Product supplies, PODs every month in the prescribed form
as mentioned in Annexure IV latest by the 5th of the following month. Failure to fulfill this
obligation shall entail us to withhold further supplies to you. You will provide a copy of each
invoice in respect of sales to the company field personnel. As soon as practically possible,
you shall arrange to transmit the above-referred information in an electronic format;
k) permit our authorized representatives to have the stocks and related documents/records
inspected at your premises.
l) be solely responsible for obtaining payments from your customers. Delays or failures in
obtaining such payments will not affect your obligation to make payment to us pursuant to
this Agreement.
m) not knowingly or otherwise, purchase or sell, whether directly or indirectly through any
affiliate or other third party, any products that are counterfeit to the Products covered under
this Agreement whether during the subsistence of your engagement with us or thereafter. Sale
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 of such counterfeit products shall constitute a material breach of this Agreement and we shall
be entitled to terminate this Agreement forthwith and may initiate legal proceedings or take
such actions against you, as we may deem fit, solely at your risk and loss. It is hereby clarified
that you shall not have or acquire any right or interest in full or in part of any label, trade
name, trade mark, copyright or other intellectual property pertaining to our Products, by virtue
of the transaction contemplated under this Agreement. This clause shall survive termination
of the Agreement.
n) forthwith inform us of any change in the name, constitution, address or ownership of your
firm/organization and of any expiry, suspension or cancellation of your Drug License and
other statutory licenses. In the event of expiry, suspension or cancellation of the Drug
License/other statutory licenses, you will refrain from placing orders for the Products, until
you have a valid license.
o) adhere to all statutes including but not limited to the Drugs & Cosmetics Act and Rules framed
there under law relating to your establishment, personnel and receipt, storage, sale and
dispatch of the Products;
p) adhere to all Product recall instructions issued by the Company and take immediate steps to
comply with the same.
q) not engage directly or indirectly in manufacture, possession, sale, purchase, transportation,
warehousing, concealment, use or consumption, of narcotic drugs or psychotropic substances
except as permitted by law.
r) in case you are supplied with drugs at special price or you sell drugs below the discount rate
offered to you, maintain proof of sale and delivery of such drugs in a format as required by
us as morefully stated in Annexure III.
s) not provide any Products nor provide or receive any item of monetary value to any of the
employees of the Company and shall be liable for all losses, damages or claims that we may
incur in this regard.
t) not enter into any contract or by act or otherwise in the sale of our Products, pledge our credit
or make any representation or give any warranties other than those from time to time duly
authorised in writing in that behalf by us.

8. REPRESENTATIONS AND WARRANTIES

a) Each Party hereby represents and warrants the following: a) it is validly incorporated; b) it is in
compliance with laws, has appropriate licenses and approvals in place to carry out the said
activity; c) it has full capacity and authority to enter into and to perform this Agreement; d) this
Agreement is executed by its duly authorised representative; e) it has all necessary consents and
regulatory approvals to enter into this Agreement; f) it will not infringe, misappropriate or violate
any intellectual property or other right of any person or entity; g) this Agreement constitutes the
legal and binding obligation between the Parties; h) the execution and delivery of this Agreement
will not: (i) result in a breach of any provision of the Memorandum or Articles of Association;
(ii) result in a breach of, or constitute a default under, any agreement or arrangement by which it
is bound; (iii) result in a breach of any order, judgment or decree of any court or governmental
agency to which the party is bound; and (iv) violate any legal requirements.

b) We represent that the Products: (i) are genuine, defect-free; (ii) are not counterfeit, adulterated or
misbranded; (iii) the sale and distribution thereof, do not violate, infringe upon or misappropriate
any third party intellectual property rights; and (iv) the manufacturing, assembling, packaging or
sale thereof, is compliant with all applicable laws.

c) You represent and warrant that all the information and/or documents provided by you, at the time
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 of appointment in Annexure I or in the course of business thereafter are true and accurate in all
material respects, are not misleading and does not omit any material fact, the omission of which
would make any fact or statement therein misleading. You further agree that your obligations
mentioned herein shall form a part of your representations and warranties. You shall at all times
conduct your business in adherence to all laws, statutes including but not limited to the Drugs &
Cosmetics Act and Rules framed there under law relating to your establishment, personnel and
receipt, storage, sale and dispatch of the Products.

9. TERM AND TERMINATION

a) This Agreement shall come into force with effect as on the date mentioned above, and shall be in
force unless terminated by the Company. The Company shall be entitled to terminate this
Agreement with or without cause. The Company shall terminate the agreement forthwith upon
the happening of any of the following events namely:-
i. Upon the breach by you of any terms, conditions or stipulations herein contained, including
dishonor or non-payment of any cheque;
ii. if the Company for any reason whatsoever, ceases to manufacture, market, sell or distribute the
Products;
iii. you fail to make timely payments or act in a manner prejudicial to our interests, or fail to make
adequate sales of the Products, or your performance is found unsatisfactory;
iv. you indulge in distribution of spurious/ counterfeit drugs/ illegal activities.
v. your firm’s name, constitution, address or ownership changes
vi. if your firm/concern shall, at any time, be dissolved or wound-up or any partners thereof be
adjudged insolvent or commit an act of insolvency or a compromise or arrangement shall be
entered into by him/them with his/their creditors or if a distress execution or other process shall
be levied upon or if any third party shall take possession of or a Receiver shall be appointed of
any part of the assets or property belonging to you;
vii. your Drug License and other statutory licenses have expired, suspended or cancelled

b) On determination of this Agreement you shall not deal, act or hold yourself out in any manner
whatsoever as our Stockiest.

c) This appointment may also be terminated without cause by either party at any time by giving one
month's notice in writing in that behalf. In the event of termination by us, you shall not be entitled
to compensation or payment of any kind whatsoever nor shall we be liable to take back any of the
Products sold to you. Termination shall not extinguish or release you from any of your payment
obligations herein.

10. GENERAL CLAUSES

a) You agree and undertake to treat all written information and documents, business terms, received
or obtained hereunder (collectively “Confidential Information”) as confidential and will not at
any time hereafter make public, disclose or divulge such Confidential Information to any third
party except solely to your employees or agents for the purposes of sale or distribution of the
Products in the designated territory in the ordinary course of trade or business, provided, however,
that:
i. there is a need to know such information by your employees or agents for fulfilling a
contractual, legal, ethical or professional duty provided you ensure that such persons shall
maintain and abide by the terms of confidentiality mentioned herein

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 ii. you may disclose such information as a part of a legal proceeding, to the extent required
by applicable law provided a prior written notice is given to the Company along with all
opportunities to prevent or limit any disclosure of its Confidential Information.

b) You will use the Confidential Information only to fulfill your obligations under this Agreement,
and will promptly return to the other Party or destroy such Confidential Information when this
Agreement expires or terminates. Except with the prior written permission of the other Party,
neither Party will use any trademark, service mark, commercial symbol, or other proprietary right
of the other Party; issue press releases or other publicity relating to the other Party or this
Agreement; or refer to the other Party in promotional materials.

c) Each Party shall retain all right, title and interest in their respective trademarks and logos and that
nothing contained in this Agreement, nor the use of the trademark / logos on the publicity,
advertising, promotional or other material in relation to the Products shall be construed as giving
to any Party any right, title or interest of any nature whatsoever to any of the other Party’s
trademarks and / or logos. You agree that immediately upon the termination of this Agreement in
any manner provided herein, you will cease and desist from all use of our brand names or any of
our other Intellectual Property. You agree and undertake that you will not, at any time, whether
during the Term or after its expiration or termination, adopt, use or register any work or symbol
form combination thereof or any kind of intellectual property whatsoever, that is similar to or
which may be construed to form part of the Intellectual Property belonging to the Company or its
affiliates or subsidiaries.

d) You shall comply with the applicable law including but not limited to Good Distribution Practices,
Drugs and Cosmetics Act and the Company Code of Business Conduct & Ethics while conducting
your business with respect to our Products. Further you shall be held responsible and liable for
any breach of the same. You hereby represent and warrant that you shall comply with, and will
not cause Company and its Affiliates, associates, directors, officers, shareholders, employees,
representatives or agents worldwide to be in violation with any regional applicable anti-corruption
regulation and notably without limiting the foregoing to any provision of the United States
Foreign Corrupt Practices Act (the “FCPA”) and U.K. Bribery Act 2010. In light of the
aforementioned, you shall not, directly or indirectly, pay any money to, or offer or give anything
of value to, any “Government Official” as that term is used in the FCPA, in order to obtain or
retain business or to secure any commercial or financial advantage for the Company or for itself
or any of their respective Affiliates. You undertakes not to bribe government officials or any
private companies or individuals, bribes having the following definition: offering, promising, or
giving a financial or other advantage to another person where: (1) it is intended to bring about the
improper performance of a relevant function or activity, or to reward such “Improper
Performance” (as that term is used in the FCPA); or (2) acceptance of the advantage offered,
promised or given in itself constitutes improper performance of a relevant function or activity.
Also, you should not accept or encourage or insist on the payment of any money directly or
indirectly by or from Dr.Reddy’s employees or others for facilitating any incremental sale which
was not backed by valid orders. You should also not indulge in any practices where Dr. Reddy’s
employees handles goods and cash on your behalf with stockiest/ other pharmacies.

e) Incase you are required to collect personal data for performing your obligations under this
Agreement, you shall collect such personal data only if required and only for the purpose of
fulfilling your obligations and shall strictly comply with all applicable Laws (including
Information Technology Act and Rules, 2011) in collecting, storing, using and handling such
personal data.

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f) You agree to indemnify, keep indemnified and hold harmless the Company and its directors,
officers, employees and agents from and against any and all liabilities, claims, damages, losses,
settlements, penalties, fines, costs and expenses, including attorney’s fees, of whatever kind or
nature arising from any third party demand, infringement, investigation, claim, action, suit or
breach of the terms and conditions of the Agreement or violation of any relevant law. We agree
to be responsible for any adjudged claim or direct loss suffered by you owing to manufacturing
defects of the Products and shall hold you free and harmless from any liability arising from any
claim, suit, charge, allegation and/or indictment arising from such manufacturing defects. Neither
party shall be responsible for any indirect, remote, consequential, punitive damages arising out of
or in relation to this Agreement.

g) We shall be at liberty during the continuance of this Agreement to arrange at any time and from
time to time for an audit and/or inspection of the stocks of the Products and related
documents/records lying with you at all your establishments, depots or godowns including but not
limited to examining records, statements, all statutory compliances required under applicable laws
to maintain your establishment, operate your business and maintain appropriate books and records
in relation to activities conducted during the course of sale of Dr. Reddy’s products and during
the performance of this Agreement and you shall extend full co-operation to the auditors
appointed by us or our representatives to enable them/us to conduct a proper audit to determine
your compliance with this Agreement including provide necessary access to your employees and
agents for responding to any queries or supply of information etc. If such audit establishes non-
compliance on your part, then you shall promptly cure such non-compliance failing which the
Company may in its discretion terminate the Agreement or do such other acts as it may deem fit
and appropriate.

h) Any failure or omission to carry out the provisions of this Agreement, except for failure to pay
monies due, shall not give rise to any claim by either party if such failure or omission arises from
an act of God which shall include natural calamities such as floods, earthquakes, hurricanes or
any other pestilence or from civil strikes, lockouts, riots, embargoes or from any political or other
reasons beyond the control of the parties including war, whether declared or not, civil war or a
state of insurrection.

i) Nothing contained herein shall prevent us from appointing any other person/ firm/ company as
our stockiest or from selling, supplying or distributing the Products directly, if we deem it
necessary to do so. You acknowledge that during your engagement with the Company, you will
become familiar with trade secrets, Intellectual Property and other Confidential Information
concerning our business and therefore agrees that, during the such period of engagement and for
a period of three years thereafter or for so long as such information remains confidential and
proprietary to us, whichever is later (the “Non-compete Period”), you will not use such
information directly or indirectly to own, manage, control, participate in, consult with, render
services for, or in any other manner engage in any business, or invest in or lend money to any
business which constitutes or is competitive with (including, without limitation, by competing for
the same customer base) our business.

j) This appointment is done on a principal to principal basis and any and all contracts or transactions
that may be entered into by you with third parties shall be entered into by you as principal and not
as an agent for or on our behalf.

k) Any notice or request expressly provided for or permitted under this Agreement shall be written
in English, delivered manually or by registered mail or courier and/or email, shall be deemed
sufficiently given if and when properly addressed and sent to the Party to be notified at its address
stated above.
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 l) This Agreement shall not be amended, assigned or transferred or sub-contracted by you, without
the prior written consent of the Company.

m) If any term or provision of these conditions is held invalid, illegal or unenforceable for any reason
by any court of competent jurisdiction, such provision shall be severed and the remainder of the
provisions hereof shall continue in full force and effect as if these conditions had been agreed
with the invalid, illegal or unenforceable provision eliminated.

n) You shall not withhold payment or set off any invoice or other amount due to us by reason of any
right of set-off or counterclaim which you may have or allege to have for any reason whatsoever.

o) This Agreement shall be governed by and construed in accordance with the law of India. This
Agreement shall be deemed to be an agreement made in Hyderabad and the jurisdiction of the
courts other than courts in Hyderabad is hereby expressly excluded by the consent of the parties
hereto.

p) This Agreement is being sent to you in duplicate with a request to sign and return to us at the
earliest, the duplicate copy thereof in token of your having accepted the aforesaid terms and
conditions.
Yours faithfully,

For Dr Reddy’s Laboratories

Limited

Authorised Signatory
The above terms and conditions are hereby accepted by us.
Name of the Stockiest:

Designation:

Signature:

Date:

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 Annexure I

KYC Documents

Annexure II

Product List

Division:

Annexure III

Discount Offered + Template of proof of delivery to be maintained by Stockiest incase of drugs

sold at special discounted prices

Annexure IV

Format of Stock and Sales Statement

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