1. Objective
This policy governs the appointment, responsibilities, and conduct of Authorized Distributors representing RUPS Packaging Industry and RUPS Medipack PVT LTD (“RUPS”).
It ensures transparent business practices, compliance with Indian commercial laws, and protection of RUPS’s commercial, reputational, and intellectual interests in the marketplace. It aims to ensure that distributors operate independently yet in close alignment with RUPS’s quality standards, ethical values, and customer retention goals.
2. legal Basis and applicability
This policy is formulated in accordance with the following applicable Indian laws and regulations, as amended from time to time:
- The Indian Contract Act, 1872
- The Sale of Goods Act, 1930
- The Competition Act, 2002
- The Micro, Small and Medium Enterprises Development (MSMED) Act, 2006
- The Legal Metrology Act, 2009 (for packaging, labelling, and weights & measures compliance)
- The Goods and Services Tax (GST) Act, 2017
- Any other statutory guidelines, trade regulations, or industry-specific laws applicable to the products manufactured and sold by RUPS.
This policy applies to all authorized distributors operating within India, irrespective of their geographic zone or customer segment.
3. Nature of Relationship
3.1 Distributors are independent commercial entities, purchasing RUPS products on a principal-to-principal basis for resale.
3.2 The relationship does not constitute agency, employment, partnership, or joint venture under the Indian Contract Act, 1872.
3.3 Distributors are solely responsible for their own business operations, statutory compliances, and tax obligations.
3.4 RUPS bears no liability for the distributor’s financial, tax, or employment obligations.
3.5 All business transactions between RUPS and the distributor shall be governed by duly executed purchase orders, invoices, and this policy.
- 4. Appointment and Authorization
4.1 Distributors are appointed through a formal Authorization Letter issued by RUPS, specifying:
4.1.1 Product categories authorized for sale
4.1.2 Geographic territory or customer segment
4.1.3 Effective date and validity period
4.2 Distributors must strictly adhere to their allocated territory and customer list. Encroachment into another distributor’s assigned area or direct approach to RUPS’s existing customers is prohibited.
4.3 Any potential territorial overlap or customer conflict must be reported to RUPS immediately for resolution.
4.4 Authorization may be revoked, suspended, or amended at RUPS’s sole discretion for reasons including non-performance, non-compliance, or misconduct.
5. Obligations and Responsibilities of Distributors
5.1 Commercial Operations
5.1.1. Purchase RUPS products directly under agreed terms and maintain adequate stock levels for uninterrupted customer supply.
5.1.2. Submit sales and procurement projections at least one quarter in advance to enable effective production planning and supply chain management. Failure to provide timely projections may result in delays in order processing or delivery schedules, for which RUPS shall not be held liable.
5.1.3. Ensure proper storage, handling, and hygiene standards consistent with RUPS’s quality and industry norms.
5.1.4. Sell only genuine and unaltered RUPS products in the original packaging and labelling.
5.1.5. Refrain from reselling products to unauthorized regions or sectors outside the scope of approval.
5.2 Ethical and Legal Conduct –
Conduct business in compliance with all applicable laws including:
5.2.1 GST registration, invoicing, and filing
5.2.2. MSME Act provisions (if registered) ensuring timely payments and fair trade practices
5.2.3. Competition Act, 2002 prohibiting unfair trade or price manipulation
5.2.4. Legal Metrology Act, 2009 for accurate declaration of packaging, weight, and expiry
5.2.5. Avoid any unethical or deceptive marketing practices.
5.2.6. Protect RUPS’s brand image and refrain from misrepresentation or disparagement.
5.3. Reporting & Communication: –
Submit monthly sales and activity reports containing details of:
5.3.1 Orders booked and deliveries made
5.3.2 New customer leads and lost accounts
5.3.3 Market intelligence (competitor activities, pricing trends, etc.)
5.4. Inform RUPS immediately if:
5.4.1 Any customer bars, blacklists, or refuses dealings with the distributor
5.4.2 There are supply chain disruptions, payment issues, or reputation risks
5.4.3. Any government authority issues notices or queries related to RUPS products
5.5. Rejections / Returns / Credit
Shall report any claims or rejections strictly within forty-five (45) days from the date of receipt of material. No returns or rejections shall be accepted thereafter under any circumstances. Prior written approval from RUPS must be obtained before dispatching any rejected material. Any material returned without such prior authorization shall be deemed unauthorized and will not be accepted or credited by the Company. RUPS reserves the right to inspect and verify the basis of any reported rejection before granting approval or issuing any credit or replacement.
5.6. Customer Relationship & Territory Discipline
5.6.1 Respect the boundaries of assigned zones/customers.
5.6.2 Coordinate with RUPS to protect strategic customers or key accounts.
5.6.3. If a distributor is barred or restricted by a customer, they must immediately inform RUPS, enabling RUPS to engage directly and retain the customer relationship.
5.6.4. Engage with customers courteously and always maintain professional conduct.
5.7. Financial Discipline
5.7.1. Make all payments to RUPS as per agreed terms; delays beyond stipulated credit periods if any, may attract interest or supply suspension.
5.7.2. Maintain complete and auditable transaction records for all purchases and sales.
5.7.3. Ensure transparent pricing practices consistent with RUPS guidelines.
6. RUPS’s Obligations and Rights
RUPS shall:
6.1. Supply quality-assured products as per agreed specifications and timelines.
6.2.Provide product literature, marketing support, and technical guidance.
6.3. Maintain fair and transparent commercial terms for all distributors.
6.4. Retain the right to engage directly with end customers for key accounts, audits, or service requirements.
6.5. Conduct periodic performance and compliance audits of distributors.
6.6. Take corrective measures, including suspension or termination, for any non-compliance or unethical conduct.
6.7. Make every reasonable effort to ensure uninterrupted supply. However, in situations beyond its control: such as labour strikes, business shutdowns, raw material shortages, natural calamities, or other force majeure circumstances, supply commitments may be suspended until normal operations resume.
6.8. RUPS reserves the unconditional right to revise product prices at its sole discretion, with or without prior notice, in response to fluctuations in raw material costs, currency variations, government levies, or other market factors beyond its control. Such revisions shall be binding on all distributors from the effective date of implementation. RUPS shall not be held liable for any loss, claim, or obligation arising from or related to such price revisions.
6.9. RUPS reserves the absolute right to withhold, suspend, or discontinue supplies, either wholly or partially, in the event of any deviation, breach, or non-compliance with the terms and conditions stipulated under the Distributor Agreement or related company policies. Such action may be taken at the sole discretion of RUPS, without any obligation to provide prior notice or compensation, until the matter is duly rectified to the satisfaction of the Company.
6.10. In cases of unsatisfactory performance, non-compliance, or repeated violations of the Company’s policies or the Distributor Agreement, RUPS reserves the right to issue warnings, suspend supplies, or terminate the distributorship/authorization at its sole discretion. RUPS further retains the unrestricted right to appoint or authorize another distributor or vendor in the affected territory or segment, without any obligation or liability toward the previous distributor. The decision of RUPS in such matters shall be final and binding.
6.11. All finished goods and materials shall be dispatched through transporters designated or approved by RUPS and available at the time of dispatch. In cases where a distributor requests the use of a specific transporter other than those assigned by RUPS, the entire responsibility, risk, and cost of such transportation, including any loss, damage, delay, or claim arising during transit, shall rest solely with the distributor. RUPS shall bear no liability whatsoever for any issues arising from such deviation
7. Data, Confidentiality, and Intellectual Property
7.1 All pricing, product data, specifications, and customer information shared by RUPS are confidential and proprietary.
7.2 Distributors shall not reproduce, disclose, or use such information for unauthorized purposes.
7.3 RUPS retains full ownership of all trademarks, trade names, packaging designs, and marketing materials under the Trademarks Act, 1999.
7.4 Unauthorized use or modification of RUPS branding will constitute infringement and invite legal action.
8. Compliance with MSME Regulations
8.1 RUPS, as a registered MSME, operates under the MSMED Act, 2006, and expects all distributors to respect payment terms accordingly.
8.2 Distributors shall ensure that payments due to RUPS are made as per the credit term specified in the distributor agreement or else within 45 days of invoice date, as prescribed under Section 15 of the MSMED Act.
8.3 In the event of delay, RUPS reserves the right to claim interest as per Section 16 of the MSMED Act, without prejudice to other remedies available under law.
9. Audit and Review Rights
RUPS reserves the right to:
9.1 Request sales data, customer lists, and transaction records for audit verification.
9.2 Conduct periodic reviews to ensure compliance with commercial, ethical, and legal requirements.
9.3 Seek corrective actions where irregularities or policy violations are observed.
10. Dispute Resolution and Jurisdiction
10.1 Any disputes arising under or in connection with this policy shall first be attempted to be resolved amicably through mutual discussion.
10.2 Failing amicable resolution, the matter shall be referred to arbitration under the Arbitration and Conciliation Act, 1996, as amended.
10.3 The venue of arbitration shall be Delhi (NCR), and proceedings shall be conducted in English.
10.4 The courts of Delhi, (NCR) shall have exclusive jurisdiction over all matters arising under this policy.
11. Termination and Consequences
RUPS may terminate or suspend a distributor’s authorization in the event of:
11.1 Breach of territorial, commercial, or ethical terms
11.2 Non-performance or repeated non-compliance
11.3 Insolvency, bankruptcy, or change in ownership without notice
11.4 Misrepresentation or reputational damage to RUPS Upon termination:
11.5 The distributor must cease using RUPS’s name, logo, or identity immediately.
11.6 All pending payments must be cleared within 15 working days.
11.7 Unsold stock may be handled as per RUPS’s written instructions.
12. Policy Review and Amendments
RUPS reserves the right to amend this policy periodically to align with changes in business strategy, market conditions, or statutory requirements. The most recent version issued by RUPS shall supersede all prior versions.
For and on behalf of
RUPS