This Distribution Agreement (the "Agreement") is entered into as of the date last signed below (the "Effective Date") between:
Supplier: _____________________________________________ (the "Supplier"), incorporated under the laws of _____________ with registered address at _____________________________________________.
Distributor: _____________________________________________ (the "Distributor"), incorporated under the laws of _____________ with registered address at _____________________________________________.
The Supplier and Distributor are referred to individually as a "Party" and collectively as the "Parties."
1. Appointment
The Supplier hereby appoints the Distributor as its _____________ (exclusive / non-exclusive) distributor for the Products in the Territory during the term of this Agreement, and the Distributor accepts such appointment.
The Distributor shall purchase the Products from the Supplier and resell them within the Territory on its own account and at its own risk. The Distributor takes title to the Products upon delivery in accordance with the applicable Incoterms.
The Distributor is an independent contractor. Nothing in this Agreement creates a partnership, agency, employment, or joint venture between the Parties. The Distributor has no authority to bind the Supplier contractually.
Where exclusivity is granted, it shall be subject to the Distributor meeting the Annual Minimum Purchase Commitment set out in Schedule B. Failure to meet the commitment shall entitle the Supplier to convert the appointment to non-exclusive upon _____ days' written notice, without terminating this Agreement.
2. Products and Territory
Products: As described in Schedule A, including any additions or modifications agreed in writing by the Parties from time to time.
Territory: _____________________________________________ (the "Territory"). The Distributor shall not actively market or solicit sales of the Products outside the Territory without the Supplier's prior written consent.
3. Annual Minimum Purchase Commitment
The Distributor commits to purchasing from the Supplier a minimum quantity of Products as set out in Schedule B for each contract year (the "Annual Minimum Purchase Commitment" or "AMPC").
The Distributor shall provide the Supplier with a rolling _____ -month non-binding purchase forecast, updated quarterly.
If the Distributor fails to meet the AMPC for any contract year, the Supplier's remedies shall be as set out in clause 1.4.
4. Purchase Orders and Supply
The Distributor shall place Purchase Orders in writing, specifying quantity, delivery address, and required delivery date. Orders shall be acknowledged by the Supplier within _____ business days.
The Supplier shall use commercially reasonable efforts to fulfil all Purchase Orders within the lead time specified in Schedule A. The Supplier shall promptly notify the Distributor of any anticipated delays.
The Supplier reserves the right to refuse a Purchase Order that, together with other outstanding orders, would require the Supplier to supply quantities exceeding its available capacity, provided such refusal is notified promptly.
5. Prices and Payment
The Distributor shall purchase Products at the prices set out in Schedule A (the "Distributor Prices"). The Distributor shall determine its own resale prices within the Territory, subject to any maximum retail price requirements imposed by applicable law.
Distributor Prices are exclusive of taxes, duties, and shipping costs, which shall be the responsibility of the Distributor unless otherwise agreed.
The Supplier may revise Distributor Prices by giving _____ days' written notice. Price revisions shall not apply to Purchase Orders acknowledged by the Supplier prior to the notice date.
Payment terms: _____________________________________________ (e.g. 30 days net from invoice / Letter of Credit / other). Interest on overdue amounts shall accrue at _____ per cent per annum above _____________ base rate.
6. Delivery
Delivery shall be on the Incoterms specified in Schedule A. Risk of loss passes as per the applicable Incoterms.
All deliveries shall be accompanied by: commercial invoice; packing list; certificate of origin; certificate of conformity or test report; and any other documents required by the regulations of the Territory.
7. Marketing and Promotion
The Distributor shall actively promote and market the Products within the Territory using commercially reasonable efforts, consistent with the Supplier's brand guidelines as notified from time to time.
The Distributor shall not make any representation, warranty, or claim regarding the Products that is not expressly authorised in writing by the Supplier.
The Supplier shall provide the Distributor with reasonable marketing support, including product samples, catalogues, and technical documentation, subject to availability.
The Distributor shall provide the Supplier with market intelligence, customer feedback, and sales reports as specified in Schedule C.
8. Intellectual Property
The Supplier grants the Distributor a non-exclusive, non-transferable, revocable licence to use the Supplier's trade marks, trade names, and product identifiers (the "Marks") solely within the Territory and solely for the purpose of marketing and distributing the Products during the term of this Agreement.
The Distributor shall not register, or attempt to register, any Mark or any confusingly similar mark in any jurisdiction without the Supplier's prior written consent.
All goodwill generated through the use of the Marks shall accrue to the Supplier. The Distributor shall promptly notify the Supplier of any infringement of the Marks of which it becomes aware.
On termination of this Agreement, the Distributor shall immediately cease all use of the Marks and shall not thereafter hold itself out as an authorised distributor of the Supplier.
9. Regulatory Compliance
The Distributor is solely responsible for ensuring that the Products comply with all applicable laws, regulations, standards, and import requirements of the Territory, including product registration, labelling, CE marking, customs clearance, and any sector-specific regulatory approvals.
The Supplier shall provide the Distributor with all documentation reasonably required to support regulatory compliance, including test reports, safety data sheets, certificates of conformity, and country of origin documentation.
The Distributor shall promptly notify the Supplier of any product safety issues, regulatory complaints, or recall notices relating to the Products in the Territory.
10. After-Sales and Warranty
The Distributor shall provide first-line customer support and after-sales service in the Territory for all Products sold.
Warranty claims from end customers shall be handled by the Distributor as first-line contact. Where a warranty claim relates to a manufacturing defect in the Products, the Distributor may pass such claim to the Supplier, who shall respond within _____ business days.
The Supplier's warranty obligations to the Distributor are as set out in Schedule A.
11. Confidentiality
Each Party shall keep strictly confidential all non-public information received from the other Party in connection with this Agreement, and shall not disclose such information to any third party without prior written consent.
This obligation shall survive termination of this Agreement for three (3) years.
12. Non-Compete
During the term of this Agreement and for a period of _____ months following its termination, the Distributor shall not, within the Territory, distribute, market, or sell products that directly compete with the Products, without the prior written consent of the Supplier.
13. Term and Termination
This Agreement shall commence on the Effective Date and continue for an initial term of _____ years, and shall automatically renew for successive _____ -year periods unless either Party gives _____ days' written notice of non-renewal before the end of the then-current term.
Either Party may terminate this Agreement immediately on written notice if the other Party: commits a material breach not remedied within _____ days of written notice; becomes insolvent; or ceases to carry on business.
On termination, the Distributor shall: (a) immediately cease promoting, marketing, and selling the Products; (b) cease all use of the Marks; (c) at the Supplier's option, return or destroy all unsold inventory; and (d) provide the Supplier with all customer records and market data accumulated during the term, subject to applicable data protection law.
14. Liability
The Distributor shall be solely liable for any claims arising from its marketing, sale, or distribution of the Products within the Territory, to the extent such claims are attributable to the Distributor's acts or omissions.
The Supplier's liability to the Distributor under this Agreement shall be limited to the aggregate amount paid by the Distributor for Products in the twelve (12) months preceding the event giving rise to the claim. Neither Party shall be liable for indirect or consequential loss.
15. Governing Law and Dispute Resolution
This Agreement shall be governed by the laws of _____________________________________________.
Any dispute shall be resolved by arbitration under the rules of _____________________________________________, seated in _____________________________________________.
16. General
This Agreement is the entire agreement between the Parties on distribution and supersedes all prior discussions.
Amendments must be in writing and signed by both Parties.
The Distributor may not assign this Agreement without the Supplier's prior written consent.
This Agreement may be executed in counterparts. Electronic signatures are valid.
EXECUTION
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date last signed below.
For and on behalf of the Supplier:
Authorised Signatory: _____________________________________________
Full Name: _____________________________________________
Title: _____________________________________________
Date: _____________________________________________
For and on behalf of the Distributor:
Authorised Signatory: _____________________________________________
Full Name: _____________________________________________
Title: _____________________________________________
Date: _____________________________________________
Schedule A — Product Description, Distributor Prices, Lead Times, Incoterms, and Warranty Terms
Schedule B — Territory, Exclusivity Status, and Annual Minimum Purchase Commitment
Schedule C — Reporting Requirements and Market Intelligence Obligations
Doc 16 — Distribution Agreement — Neutral Template