DISTRIBUTION AGREEMENT
This Distribution Agreement ("Agreement") is entered into on [Date] by and between:
Supplier: [Company Name], a company registered under the laws of [Jurisdiction], with its principal place of business at [Address] ("Supplier")
Distributor: [Company Name], a company registered under the laws of [Jurisdiction], with its principal place of business at [Address] ("Distributor")
WHEREAS, Supplier manufactures and/or distributes certain products; and
WHEREAS, Distributor desires to distribute such products within the Territory (as defined below);
NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained, the parties agree as follows:
1. APPOINTMENT
1.1 Supplier hereby appoints Distributor as a [exclusive/non-exclusive] distributor for the Products within the Territory.
1.2 Distributor accepts such appointment and agrees to use its best efforts to promote and sell the Products within the Territory.
2. DEFINITIONS
2.1 "Products" means: [Detailed product description, models, SKUs] as listed in Schedule A attached hereto.
2.2 "Territory" means: [Geographic area or channel description]
3. TERM
3.1 This Agreement shall commence on [Start Date] and continue for a period of [Duration] years, unless earlier terminated in accordance with this Agreement.
3.2 This Agreement shall automatically renew for successive [Period] periods unless either party provides written notice of non-renewal at least [Days] days prior to the end of the then-current term.
4. SALES TARGETS
4.1 Distributor agrees to achieve the following minimum sales targets:
- Year 1: [Amount/Units]
- Year 2: [Amount/Units]
- Year 3: [Amount/Units]
4.2 Initial Order: Distributor shall place an initial order of no less than [Amount] within [Days] days of the Effective Date.
5. PRICING AND PAYMENT
5.1 Prices: The prices for Products shall be as set forth in Schedule B, which may be amended by Supplier upon [Days] days' written notice.
5.2 Payment Terms:
- ☐ Cash on Delivery (COD)
- ☐ Net [Days] from invoice date
- ☐ Letter of Credit
5.3 Credit Limit: Supplier grants Distributor a credit limit of [Amount].
5.4 Late Payment: Late payments shall accrue interest at [Rate]% per month or the maximum rate permitted by law, whichever is less.
6. ORDERS AND DELIVERY
6.1 Orders: Distributor shall submit orders via [Method]. Supplier shall confirm acceptance within [Days] business days.
6.2 Minimum Order: [Amount/Units]
6.3 Delivery: Supplier shall deliver Products within [Days] business days of order confirmation.
6.4 Shipping Terms: [FOB, CIF, or other Incoterm]
7. DISTRIBUTOR OBLIGATIONS
7.1 Distributor shall:
- Use best efforts to promote and sell Products
- Maintain adequate inventory levels
- Provide suitable sales facilities
- Employ qualified sales personnel
- Provide after-sales service as specified
- Submit monthly sales reports
- Comply with all applicable laws and regulations
8. SUPPLIER OBLIGATIONS
8.1 Supplier shall:
- Supply Products meeting quality specifications
- Provide product training
- Supply marketing materials
- Contribute [Amount/Percentage] toward marketing activities
- Provide technical support
9. INTELLECTUAL PROPERTY
9.1 Supplier grants Distributor a non-exclusive, non-transferable license to use Supplier's trademarks solely for the purpose of marketing and selling Products during the term of this Agreement.
9.2 Distributor shall not register any trademarks similar to or confusingly similar to Supplier's marks.
9.3 Upon termination, Distributor shall immediately cease all use of Supplier's intellectual property.
10. TERRITORY RESTRICTIONS
10.1 Distributor shall not sell or solicit sales outside the Territory without prior written consent from Supplier.
10.2 Violation of territory restrictions shall result in [Specify penalties].
11. NON-COMPETE
11.1 During the term of this Agreement, Distributor shall not distribute products that directly compete with the Products.
11.2 "Competing Products" means: [Definition]
12. WARRANTY AND RETURNS
12.1 Supplier warrants that Products shall be free from defects in materials and workmanship for [Period] from date of purchase.
12.2 Defective Products may be returned within [Days] days for replacement or credit.
13. TERMINATION
13.1 Either party may terminate this Agreement:
- For convenience upon [Days] days' written notice
- Immediately upon material breach if not cured within [Days] days
- Upon bankruptcy or insolvency of the other party
13.2 Upon termination, Distributor shall:
- Pay all outstanding amounts
- Cease use of all trademarks
- Return marketing materials
- ☐ Return unsold inventory OR ☐ Sell through existing inventory within [Days] days
14. CONFIDENTIALITY
14.1 Each party agrees to maintain in confidence all confidential information received from the other party.
15. LIMITATION OF LIABILITY
15.1 Neither party shall be liable for indirect, incidental, special, or consequential damages.
16. GOVERNING LAW AND DISPUTE RESOLUTION
16.1 This Agreement shall be governed by the laws of [Jurisdiction].
16.2 Disputes shall be resolved by:
- ☐ Arbitration in [Location]
- ☐ Courts of [Jurisdiction]
17. GENERAL PROVISIONS
17.1 This Agreement constitutes the entire agreement between the parties.
17.2 Amendments must be in writing and signed by both parties.
17.3 This Agreement may be executed in counterparts.
SIGNATURES
SUPPLIER:
By: _________________________
Name: [Name]
Title: [Title]
Date: _____________
DISTRIBUTOR:
By: _________________________
Name: [Name]
Title: [Title]
Date: _____________