P. M. CHAUHAN, J. ( 1 ) IN suit for Accounts the learned Judge City Civil Court (Court No. 2) Ahmedabad passed the final decree in favour of the appellant-plaintiff for the amount of Rs. 23 242 ps. with 6 per cent interest on the amount of Rs. 14 143 ps. from the date of the suit till realisation and on the amount of Rs. 9098-68 ps. from the date of the suit till 6/08/1976 as that amount was deposited in the Court as per the previous order by the Court. The appellant is aggrieved by the partial decree as according to the appellant the decree for the amount of Rs. 1 65 190 ps. should have been passed by the trial Judge. The appellant has accordingly preferred the appeal for additional amount of Rs. 1 41 950 ps. which includes Rs. 85 791 ps. for the commission in respect of Government business Rs. 17 935 for the commission disallowed by the trial Court under clause 8 of the contract (Ex. 82) Rs. 12 192 ps. for overriding commission on the Government business allowed by the Court at 22 per cent instead of 5 per cent as per the contract agreement (Ex. 82) Rs. 23 740 amount of the commission disallowed on the grounds that the transaction not related to the agency period for the Government and private business and also for annual commission at the rate of 2 per cent from the private business and Rs. 40. 00 for the mistake in calculation of the commission. ( 2 ) THE admitted facts are that the respondent-defendant M/s. Calama Industries Private Ltd. a company incorporated under the Companies Act was engaged in manufacturing submersible pump units (a pump unit comprises a pump and a motor) at its factory-cum-work shop at Bombay. The appellant-plaintiff M/s. C. Sanghi and Company a sole proprietory concern of Shri Chinubhai Bhogilal Sanghvi was appointed exclusive agent for the said pumps and motors for Gujarat and Saurashtra territories by an agreement dated 6/07/1966 (Ex. 82 ). As per the terms of the contract (Ex. 82) the appellant was entitled to the discount on the pumps motors and cables sold by or through the appellant to the private parties and the overriding commission on the pumps and motors supplied to Government of Gujarat or the Government agencies. 82 ). As per the terms of the contract (Ex. 82) the appellant was entitled to the discount on the pumps motors and cables sold by or through the appellant to the private parties and the overriding commission on the pumps and motors supplied to Government of Gujarat or the Government agencies. Accordingly the said articles were supplied to Government and the private parties. By the letter of termination dated 14/08/1967 which was received by the appellant on 17/08/1967 (Ex. 316) the agency is terminated. The appellant asserted that it was entitled to 17 1/2 per cent commission on the business with the Government or Government agencies while according to the respondent the appellant was entitled to only 5 per cent commission on the pumps and motors supplied to the Government or the Government corporations and no commission was ever agreed for supplying of the cables and subsequently for 74 pumps and motors to be supplied to the Government there was ratification of the contract and the appellant had agreed to only 2 1/2 per cent commission. There was also some dispute regarding 16 pumps which according to the respondent the business was secured prior to the agreement and that was out of the 22 pumps for which the specific reference is made in the contract at Ex. 82 and excluded from the range of commission. There were also some minor disputes about some other pumps. The respondents had agreed for 2 per cent commission for the after sales service and that was paid upto 31/03/1967 as per the contract but according to the respondents the after sales service was not satisfactory and therefore the appellant was not entitled to any after sales service commission at the rate of 2 1 per cent from 1/04/1967 till the date of termination. The appellant also asserted for the discount and commission for certain business for which the preliminary preparation was made or the tenders were submitted before the date of the termination but the goods were supplied subsequently. The appellant also asserted for the discount and commission for certain business for which the preliminary preparation was made or the tenders were submitted before the date of the termination but the goods were supplied subsequently. On considering the rival contentions the learned trial Judge held that the appellant was entitled to only 5 per cent commission on the Government business and that too so far as one tender item of 74 pumps was concerned the parties had agreed for the reduced commission at the rate of 2 1/2 per cent and the appellant was not entitled to 17 1/2 per cent commission as claimed by the appellant. For the private business the learned trial Judge held that the appellant was entitled to 10 per cent discount for the pump units 12 1 per cent discount on the cables and 2 1/2 additional discount on the business upto 31/03/1967 for after sales service etc. About 16 disputed pumps the learned trial Judge held that the appellant was not entitled to the commission as the business was secured prior to the date of the contract and that was specifically mentioned in the contract (Ex. 82 ). The learned trial Judge considered various items and upheld the claim of the appellant for certain items of the pump set etc. as discussed in the judgment. As stated above the appellant being aggrieved by the judgment and decree as the decree for the amount of Rs. 1 41 950 ps. is not passed in the favour of the appellant by the learned Judge preferred the present appeal. ( 3 ) MR. M. D. Pandya learned Counsel for the appellant submist that the contract being in writing only the terms of the contract should be considered and no surrounding circumstances including the oral evidence should be considered for ascertaining the terms of the contract and considering the contract writing it is apparent that there was no distinction for the commission on the Government business and the private business but the appellant is entitled to 5 per cent more overriding commission over and above the commission which the appellant would have got for the private business. The grievance is made that the learned trial Judge has considered the surrounding circumstances and oral evidence and has erred in holding that the clause 4 provided only for the discount for the private business and clause 7 only provided for the Government business. Shri A. L. Shah learned Advocate for the respondent submitted that two different terms viz. discount and commission are used in clauses 4 and 7 respectively and therefore it is clear that the discount was to be given only for the private business while the commission was to be given for the Government business. For various reasons which we will record we agree with the learned trial Judge that the appellant was entitled to 5 per cent commission for the Government business. We however do not agree with the learned trial Judge that the commission was reduced to 26 per cent for the business of 74 pumps for which we will record the reasons at the proper stage. ( 4 ) AS the contract was reduced in writing we consider the terms of the contract only for the purpose of ascertaining the percentage of the commission agreed for the private business and the Government business and at this stage we do not consider any surrounding or circumstantial evidence to ascertain the terms of the contract. As provided in Sec. 91 in case the terms of the contract are reduced to the form of a document no evidence shall be given in the proof of the terms of the contract except when the secondary evidence of the contents of the document is admissible under the Evidence Act. Reverting to the contents of the contract (Ex. 82) it is clear that in clause 4 the provision is for the discount of 10 per cent on the price of pump and motor only and for the additional discount 2 per cent at the end of the year provided the respondent was satisfied with the service offered and the sale effected by the appellant. Clause 5 also provides for the discount of 12 per cent on the cable. Clause 7 however refers to the business with the Director of Industries and other Government Departments in the State of Gujarat and territory of Saurashtra and provides for the overriding commission of 5 per cent only on the price of the pump and motor. Clause 5 also provides for the discount of 12 per cent on the cable. Clause 7 however refers to the business with the Director of Industries and other Government Departments in the State of Gujarat and territory of Saurashtra and provides for the overriding commission of 5 per cent only on the price of the pump and motor. It also specifically provides that the commission would be allowed on clear understanding that the appellant would take care of the after sales service in respect of the pumps supplied by the respondent to the Government departments. ( 5 ) THREE terms viz. discount commission and overriding commission are therefore required to be considered. The meaning of word discount as explained in the Lexicon Webster Dictionary is any deduction from the customary price of the goods; a deduction made in the amount due on a bill because of prompt payment of the bill; to deduct a portion of a bill because of the prompt payment or payment in advance to offer for sale at a lower than customary price. In the Oxford English Dictionary the meaning of discount is an abatement or deduction from the amount or from any gross reckoning of value of anything. When used in the commercial transaction the meaning of discount is deduction (usually at a certain rate per cent) made for payment before it is due or prompt payment of a bill or account; a deduction for cash payment from the price of an article usually sold on credit; any deduction or abatement from the normal value of the price. The meaning of discount as explained in the Concise Oxford Dictionary is deduction from the amount due on price of the goods in consideration of it paid promptly or in advance for special class of buyers. The word discount has therefore a specific connotation and when used in business transaction it has a reference to the transaction of sale. The evidence of the parties which will be referred at the later stage is clear that the appellant had to purchase the pumps to be supplied in the contract territory and the bills for the private business had to be prepared in the name of the appellant and the discount was to be given to the appellant on those bills. The word discount was therefore specifically used for the private business. The word discount was therefore specifically used for the private business. For the Government business specific provision was made. Commission according to the Corpus Juris Secundum Volume 58a is commonly used to express the compensation for the services rendered or for the work performed; compensation paid on the results achieved or an amount paid to the third person. The meaning of commission as stated in the Lexicon Webster Dictionary is a sum or percentage allowed to the agent for his services. The meaning of commission as stated in the Oxford English Dictionary is the authority given to act as agent or factor for another in the conduct of business or trade; the system of trading in which a dealer acts as agent for another generally receiving a percentage as his remuneration; a remuneration for service or work done as agent in the form of a percentage on the amount involved in the transaction; a pro rata remuneration to an agent or a factor Override means to ride over or to cross; to slip over to lie over to be super-imposed; (The Oxford English Dictionary ). Override as explained in The Lexicon Webster Dictionary means to supercede to annul. When used as noun it means commission a device installed to check the operation of an automatic device. Overriding does not mean additional or over and above the agreed terms. In clause 7 the term override is used with reference to the commission and therefore it clearly means the super-imposed or overtaking commission. Under any circumstances it cannot be held that the reference to the overriding commission was for the additional commission than normally agreed. On behalf of the appellant the meaning of the word overriding commission as explained in American Heritage Dictionary is elied. It means a sale commission collected by an executive in addition to the commission received by the salesman. According to Webster it means to extend or pass over; commission to Sales Manager on the sales made by his Salesmen. The learned Counsel for the appellant also referred the Accountancy of William Pickles Third Edition on page 888 it is stated a special commission is sometimes paid to underwriters (in addition to the underwriting commission) for placing blocks of the underwriting with their clients. The learned Counsel for the appellant also referred the Accountancy of William Pickles Third Edition on page 888 it is stated a special commission is sometimes paid to underwriters (in addition to the underwriting commission) for placing blocks of the underwriting with their clients. Just as the underwriting commission is paid direct to the underwriters themselves leaving them to make their own arrangements with sub-underwriters so is the special commission paid direct to the underwriters. This special commission is called overriding commission. In view of the learned trial Judge the use of the phrase overriding commission does not mean the additional commission and the said observations in the book are not applicable to the facts of the instant case. As in clause 7 only expression overriding commission is used with special reference to the business with the Government it does not indicate that the special commission should be paid or the additional commission should be paid for the Government business. In clauses 4 and 5 the specific word discount is used in contra-distinction to the word overriding commission in clause 7. Clauses 4 and 5 specifically refer to the discount and the clause 7 specifically deals with the Government business and the specific phrase overriding commission is used. Mr. M. D. Pandya learned Counsel for the appellant submits that no hair splitting is warranted emphasising the use of the expressions discount and commission as the respondent itself had used the said expressions interchangably and synonimously in certain credit notes. Justifying the commission at the rate of 172 per cent Shri Pandya stated that the appellant was appointed as the exclusive agent of the respondent in connection with the sales arrangement in specified territory and therefore the fact as to who secured the order of the product was not much relevant. The Government was the main stay of the respondents business and if at all as a policy matter the respondent handled the enquiry emanating from the Government that by itself would not affect or alter the express terms of the contract (Ex. 82) in the matter of providing the discount or commission payable in respect of the supplies to the Government. 82) in the matter of providing the discount or commission payable in respect of the supplies to the Government. In submission of Shri Pandya the purpose behind retaining the handling of the Government enquiries was to secure the business at competitive rate as the respondent only would know the real price of the goods and by filling the tender it could secure bulk orders regularly on most profitable basis. As such for the Government business the appellant could do more effective work and had to make strenuous efforts at all stages for securing and preserving the continuous flow of Government business which included prolonged and continuous negotiations pursuading tender enquiries satisfying several enquiries from various offices etc. The appellant had also to give constant time and attention by way of follow up after the acceptance of the Government business. In submission of Shri Pandya the purpose of overriding commission was to provide an extra incentive since the appellant was required to take care of the after sales service not only in respect of the pumps supplied during appellants agency period but in respect of the pumps supplied by the respondent to the Government departments prior to that. Ultimately it is submitted that it is not for the Court to enquire into the wisdom of providing the particular terms of the contract hut the Court has to enforce the terms as they are agreed upon and has not to consider its propriety from any ideal practical logical or commercial stand point that may appeal to the Court. It is also submitted that the stock which the appellant was under obligation to maintain could also be used for the Government business. Submissions of Shri Pandya cannot be accepted for the various reasons. ( 6 ) AS discussed above the expressions discount and commission and overriding commission are used purposely indicating definite purpose and meaning and not in vain or loosely. It is evident that different procedure was adopted for the Government business and the private business. It also cannot be accepted that much streneous efforts were required to be made by the appellant for securing the Government business. No extra incentive therefore could have been agreed by the respondent. We therefore hold that the clauses 4 and 5 are applicable only for the private business and clause 7 is applicable only for the Government business. It also cannot be accepted that much streneous efforts were required to be made by the appellant for securing the Government business. No extra incentive therefore could have been agreed by the respondent. We therefore hold that the clauses 4 and 5 are applicable only for the private business and clause 7 is applicable only for the Government business. If at all the intention of the parties to the contract would have been to allow the commission for the Government business as provided in clauses 4 5 and 7 that would have been specifically stated in clause 7. Interpreting the agreement as it is we therefore hold that for Government business for pumps and motors the appellant was entitled to overriding commission at the rate of 5 per cent only and not at the rate of 171 per cent and no commission for cables was provided for Government business. ( 7 ) RELYING on the provisions of Secs. 91 and 92 Evidence Act Shri M. D. Pandya learned Counsel for the appellant submitted that trial Court should not have considered surrounding circumstances for interpretation of the contract (Ex. 82 ). As discussed above the terms of the contract are only considered and from that also we have held that the contract provided distinctly for the discount for the private business and overriding commission for the Government business. If at all it is accepted that the terms of the contract are ambiguous then the recourse may be taken to the external evidence with a view to determining the intention of the parties. If at all the intention of the parties appear to be unambiguous from the terms of the contract then that should be the sole criterion of the intention of the parties but in case of ambiguity such external evidence should be considered for the limited purpose of ascertaining the intention of the parties and interpreting the terms of the contract. Extraneous evidence is permissible and admissible to clarify the intention of the statement made in the recital in the document when the statement made in the contract are capable of different interpretation. For the purpose of proper construction upon the terms of the contract and finding out the real intention of the parties in using the particular expressions in the terms of the contract the extraneous relevant circumstances and the evidence are permissible to be considered under the Act. For the purpose of proper construction upon the terms of the contract and finding out the real intention of the parties in using the particular expressions in the terms of the contract the extraneous relevant circumstances and the evidence are permissible to be considered under the Act. In support of their contentions the appellant as well as the respondent relied on and referred to several circumstances and not only that but have led evidence before the trial Court for that purpose. For the abovesaid limited purpose therefore the evidence on the record is to be considered. . . . . . . . . . . ( 8 ) ANOTHER main dispute between the parties is about the commission for 74 pumps and 74 cables supplied to the Government by order No. SP/b/643 Part I and II. According to the appellant it was entitled to the commission on the Government business at the rate of 177 per cent while according to the respondent by subsequent agreement the appellant had agreed to accept the commission at the rate of 2 per cent as the Government business was on such a large scale. The learned trial Judge after appreciation of the evidence accepted the contention of the respondent and held that the appellant was entitled to the commission at the rate of 22 per cent on that business. In view of our finding that the appellant was entitled to 5 per cent commission on the pumps and motors supplied to the Government the claim of the appellant for 17 per cent commission on that business should be outrightly rejected. We however cannot agree with the finding by the learned trial Judge that the contract terms were subsequently varied and the appellant had agreed to 2 per cent commission-on that business. It is submitted by Shri M. D. Pandya learned Counsel for the appellant that no oral evidence is permissible as the contract agreement was entered into in writing and therefore any variation in the terms of the contract should never have been accepted by the learned trial Judge. The broad proposition of law tried to be asserted by Shri Pandya cannot be accepted. The broad proposition of law tried to be asserted by Shri Pandya cannot be accepted. It is true that under Sec. 92 of the Evidence Act when the terms of any contract are reduced in the form of a document and that is proved then in that case no evidence of any oral agreement or statement can be admitted for the purpose of contradicting varying adding to or subtracting from the terms. However proviso 4 of Sec. 92 Evidence Act clearly provides that distinct subsequent oral agreement to rescind or modify any such contract can be proved except in case in which such contract is by law required to be in writing. Oral agreement to modify the terms of the contract can be entered into and can be proved. The question however in the instant case is whether such oral agreement is entered into and agreed by the appellant. ( 9 ) THERE is therefore no cogent evidence to accept that the commission was reduced to 2 per cent from 5 per cent agreed. As the contract was entered into in writing it is necessary that for the purpose of Establishing the variation in the terms of the contract the convincing evidence should be placed by the party contending the variation. As such in the instant case there was no convincing evidence to establish any such variation in the contract but the circumstances discussed above and the evidence of Chinubhai clearly establish that there was no such variation in the contract or reduction in the rate of commission. The learned trial Judge has awarded Rs. 12 192 ps. for 74 pumps at the rate of 2 per cent. The appellant is entitled to Rs. 12 192 ps. more at the rate of 5 per cent commission on the said business. ( 10 ) APPEAL is partially allowed. The decree by the trial Court is modified and instead of the final decree for the amount of Rs. 14 143 ps. with interest on that amount at 6 per cent per annum from that date the decree for the amount of 34 334 ps. with the interest on that amount at 6 per cent per annum from the date of the suit till the realisation is passed. The decree for the amount of Rs. 9 98 ps. with 6 per cent interest upto 5th August 1976 is confirnfirmed. with the interest on that amount at 6 per cent per annum from the date of the suit till the realisation is passed. The decree for the amount of Rs. 9 98 ps. with 6 per cent interest upto 5th August 1976 is confirnfirmed. Rest of the appeal is dismissed. Parties to bear their own costs of the appeal. Appeal partially allowed. .