There is a limit on how many partnerships suppliers and distributors can enter into. 8. Relationships between manufacturers and distributors are organic. The Distributor will use best reasonable efforts to distribute the Products in the Territory. Company desires to appoint Distributor as its exclusive distributor of the Products in the Territory, and Distributor desires such appointment subject to the terms and conditions set forth in this Agreement, including any exhibits or schedules attached hereto. Ultimately, they expire. Trade mark licenses and licensing, i.e. An OEM agreement is a formal contract between the buyer and manufacturer. To reduce potential problems, whoever drafts the distributor contract needs to verify that certain phrases are included and that each clause is enforceable. External factors periodically apply pressure to the distributor and manufacturer. The rights and remedies of the Parties hereunder are cumulative and not exclusive of any rights or remedies which the Parties would otherwise have. As an example, you have to be critical with what you will include in the mutual confidentiality agreement that you will incorporate in the manufacturing contract. d. Terms of Sale. Effective Date and Duration. Sample Basic distributor agreement. The rights granted Distributor hereunder are granted for the following geographical areas and markets. b. The Distributor and Company, as applicable, make the following representations, warranties and covenants: a. Those pressures sometimes call for a change in the distributor agreement. Was this document helpful? TREX DISTRIBUTOR AGREEMENT ----- THIS AGREEMENT is made as of _____, by and between TREX COMPANY, LLC ... (for example, accidents or abuse while in Distributor's ... devices utilized by the Company, prices, quotes, suppliers, manufacturers, customers with whom the Company deals (or organizations or â¦ a. Indemnification. Distributor may appoint sub-agents, sub-distributors, sub-representatives or other persons to act on Distributor’s behalf or to otherwise perform any of Distributor’s obligations under this Agreement within the Territory; provided that (i) any compensation to such sub-agent, sub-distributor, subrepresentative or other person to act on Distributor’s behalf or to otherwise perform any of Distributor’s obligations shall be solely Distributor’s responsibility, and (ii) such appointment does not deprive Company of the essential rights to which it is entitled under this Agreement. This Agreement is a contract under the laws of the State of [State] and for all purposes shall be governed by and construed in accordance with the substantive laws of the State of [State], without regard to its principles of conflicts of laws provisions. That the Distributor shall ensure safe and sound custody of goods, so that goods may not be Either Party may terminate this Agreement prior to its expiration upon the occurrence of either of the following: (i) the other Party becomes insolvent, or institutes (or there is instituted against it) proceedings in bankruptcy, insolvency, reorganization or dissolution, makes an assignment for the benefit of creditors or becomes nationalized or has any of its material assets confiscated or expropriated; or (ii) the other Party (in this case, the “breaching Party”) fails to perform any of its obligations hereunder and fails to correct such failure within [Number calendar days] calendar days after receiving written demand therefore from the non-breaching Party, specifying the failure in sufficient detail for the breaching Party to correct such failure; provided, however, that upon a second breach of the same obligation by such Party, the other Party may forthwith terminate this Agreement upon notice to the breaching Party. One of the most serious mistakes to avoid is doing too much too fast. Links to such Third Party Materials are for your convenience and does not constitute an endorsement of such Third Party Materials. Creating a checklist can help you make sure you cover all the necessary bases in your distributor agreement. Notwithstanding anything to the contrary set forth herein, no termination of this Agreement shall relieve any Party from any obligations hereunder which are outstanding on, or relate to matters or claims occurring or arising prior to, the date of such termination or which survive such termination by their own terms or nature. State of Alabama. This Agreement includes the whole contract between the actions with regards to its topic and includes and supersedes all before agreements, representations and understanding of the actions, launched or oral. Unless otherwise specifically provided herein, all notices, consents, requests, demands and other communications required or permitted hereunder: (i) shall be in writing; (ii)) shall be sent by messenger, certified or registered U.S. mail, a reliable express delivery service or telecopier (with a copy sent by one of the foregoing means), charges prepaid as applicable, to the appropriate address(es) or number(s) set forth below; and (iii) shall be deemed to have been given on the date of receipt by the addressee, as evidenced by (A) a receipt executed by the addressee (or a responsible person in his or her office), the records of the Person delivering such communication or a notice to the effect that such addressee refused to claim or accept such communication, if sent by messenger, U.S. mail or express delivery service, or (B) a receipt generated by the sender’s telecopier showing that such communication was sent to the appropriate number on a specified date, if sent by telecopier. We highlight a few of them below. Want High Quality, Transparent, and Affordable Legal Services? Download OEM manufacturing agreement template -PDF/DOC As used herein, the term “Proprietary Information” means any information, technical data, or know-how (including, but not limited to, information relating to products, software, services, development, inventions, processes, techniques, customers, pricing, internal procedures, business and marketing plans or strategies, finances, employees and business opportunities) disclosed by one Party (the “Disclosing Party”) to the other (the “Recipient Party”) either directly or indirectly in any form whatsoever, including, but not limited to, in writing, in machine readable or other tangible form, orally or visually. The purpose is to document the terms of supply of spares by the OEM manufacturer. Any agreement with such sub-agent, subdistributor, sub-representative or other person shall not extend beyond the term of this Agreement. All shipments of Products for Customers in the Territory, and any freight and shipping costs related thereto, will be Distributor’s responsibility. A contract between manufacturer and distributor is known as a distributor agreement. Distributor desires to purchase the Products from Company for resale in the territories or geographic areas as defined in Section 1.b (the “Territory”). It clearly states the terms of their agreement in a concise, formal manner. Use this lodger agreement template to create a legal ground for your next tenant or roommate. That the Distributor will look after all business interest in his assigned territory. They grow. d. Company has all rights, power, and authority to enter into this Agreement, e. Company’s execution of this Distributor Agreement, and Company’s performance of its obligations and duties hereunder, do not and will not violate any agreement to which Company is a party or by which it is otherwise bound, and. THIS EXCLUSIVE MASTER DI STRIBUTION AGREEMENT (this "Agreement") is made as of the last date of signature ("Effective Date"), by and between ARGISOLAR â¦ No such inability to deliver or delay in delivery shall invalidate the remainder of this Agreement. WHEREAS: a) The Seller manufactures certain medical device products â¦ And Pro Distributors, herein referred to as the distributor whose address â¦ EXCLUSIVE MASTER DISTRIBUTION AGREEMENT BETWEEN ARGISOLAR SOLUTIONS, INC. AND AGRI-TECHNOLOGIESLLC. The cosigner acts as a middleman between the manufacturer and the ultimate consumer. Notices. They are born. These are also known as agreement for distribution. e. Counterparts; Telefacsimile Execution. f . Distributor acknowledges that Company has not granted it any authority to make changes to Company’s terms and conditions of sale, grant any warranties in excess of those extended by Company or limit its liabilities or remedies less than Company limits its liabilities and remedies, sign quotations, incur obligations (expressed or implied), or in general enter into contracts on behalf of Company or bind Company in any transaction with customers, governmental agencies or third parties. Communications Pursuant to this Distributor Agreement and Orders. UpCounsel only accepts the top 5 percent of lawyers to its site. This pharmacy services agreement template is intended for use when a company hires an outside vendor to operate a pharmacy on their property. Company shall have [Number days to accept] business days after its receipt to accept (or reject for a legitimate business reason) any order submitted by Distributor. Lawyers on UpCounsel come from law schools such as Harvard Law and Yale Law and average 14 years of legal experience, including work with or on behalf of companies like Google, Menlo Ventures, and Airbnb. All such communications shall be sent to the addresses for each Party as first set forth above, or to such other addresses or numbers as any Party may inform the others by giving [Days prior notice to inform] days prior notice. Apply a document theme that matches your company brand. DISTRIBUTION AGREEMENT. d. Assignment. A contract between manufacturer and distributor is known as a distributor agreement.3 min read. There are many factors that go into creating the ideal distributor arrangement. -2-7. h. Exhibits and Schedules. In the event that the parties cannot agree upon an arbitrator within a [Number day period] day period, each party shall designate an arbitrator and those two arbitrators shall choose a third arbitrator, with that third arbitrator serving as the sole arbitrator of the dispute. YY. how the manufacturerâs logos and other trademarks are to be used during distribution. This Agreement may be amended only by a writing signed by each of the Parties, and any such amendment shall be effective only to the extent specifically set forth in such writing. 1. g. Entire Agreement. b. A contract between manufacturer and distributor is known as a distributor agreement. The Parties shall seek to resolve any dispute, controversy or claim arising out of or in connection with this Agreement, including without limitation, any dispute regarding the enforceability of any provision, through good faith negotiations between them within [Days of notice of dispute] days of any notice of dispute being served or such longer period of time as may be mutually agreed between the Parties. Title to the Products shall pass to Distributor upon delivery. In addition to any other responsibilities stated in this Agreement, Company will: a. provide, at Distributor’s reasonable request and without charge, up to 10 hours of training with regard to any characteristics of the Products that Distributor deems reasonably necessary for Distributor and its employees and agents to fulfill the purposes of Distributor’s appointment. Track opens, views, and time spent on each page. When the supplier signs a contract with a particular distributor, the supplier cannot enter into an agreement with a different distributor. Any such change shall not apply for any order(s) accepted prior to the effective date of the increase. DISTRIBUTION AGREEMENT. a. a. There are many factors that go into creating the ideal distributor arrangement. Distributor shall execute any documents or do any acts that may be required to accomplish the intent of this Section. They mature. In the event that this Agreement is terminated or expires on its own terms, Company shall have no further responsibilities to Distributor except that in the event the Agreement terminates for any reason other than a breach hereof by Distributor, Company shall be obligated to process orders accepted by Company prior to the effective date of such termination or expiration or within [Days after termination] days thereafter. Below is an example of a table of contents for such a standard agreement. Distributor Agreement THIS DISTRIBUTOR AGREEMENT (this “Agreement”) is made and effective as of [Effective date], by and between [Sender.Company], a [Sender.Country] company, with an address located at [Sender.Address] (“Company”), and [Client.Company], a [Client.Country] company, with an address located at [Client.Address] (“Distributor”). Company shall have no control over or any liability in connection with the price at which Distributor resells the Products, and Distributor shall hold Company harmless and indemnify and defend Company from and against any liability resulting therefrom. b. provide to Distributor, without charge, reasonable quantities of promotional literature, brochures and commercial and technical information regarding the Products; c. provide sales support and technical training to Distributor and its personnel as deemed reasonably appropriate by Company. Exclusive Distribution Definition: All You Need to Know. The sections of specific interest to pharmaceutical manufacturers are shown in bold. Distributor shall be free to resell the Products for such prices and upon such terms and conditions as Distributor may see fit in its sole discretion. This product distribution agreement sample is for a partnership between a toy manufacturer and a department store. Governing Law. Distributor is a company duly organized, validly existing and in good standing in Australia, is qualified to do business and in good standing in each jurisdiction located within the Territory and is and will remain in compliance with all applicable laws and regulations in the conduct of its business and, specifically, in its sale of the Products and provision of any services hereunder. c. In no event will the Recipient Party divulge, in whole or in part, such information to any third party without the prior written consent of the Disclosing Party; provided, further, that any third party must also agree in writing to restrictions comparable to those provided in this Section 6. The terms include purchase order, delivery, shipment, title and risk of loss. Company is a corporation, duly organized, validly existing and in good standing in [State or Country], and is and will remain in compliance with all applicable laws and regulations in the conduct of its business and, specifically, in its sale of the Products. Distributor will not institute any proceedings with respect to the trademarks of Company either in Distributor’s own name or on behalf of Company without express written permission of Company. Here is preview of This First Sample Reseller Agreement â¦ e. Relationship of Parties. and. The distributor shall forward to the company the orders booked and enquiries received by it not later â¦ You might be able to find examples through a distributor association for little to no cost. To reduce potential problems, whoever drafts the distributor contract needs to verify that certain phrases are included and that each clause is enforceable. Subject to Company’s right to increase the price only once per year per the terms and restrictions contained in the Agreement, and Company’s right to decrease the price at any time upon notice, the Products shall be sold by Company to Distributor at the following Prices and Volume Discount Prices. Typical elements of a distributor agreement b. Cumulative Remedies. This agreement is made and entered into on Day of Month, Year by and between Seller (the âSellerâ), a company located at Seller' Address and Distributor (the âDistributorâ), a company located at Distributor's Address. c. Disputes. The relationship between Manufacturer and Distributor is that of vendor and vendee. EXECUTION COPY. Should Company fail to timely accept or reject an order from Distributor in accordance with this Section, such order shall be deemed accepted and shall become binding on Company. Company shall not sell or otherwise supply, directly or indirectly, the Products in the Territory except by sale through the Distributor, and Company shall not contact any of Distributor’s Customers for any reason, without the prior written approval of Company. One renders vendor management service and staffing services to assist clients in their automated staffing management process. When you're ready to explore growth opportunities, expand your business gradually. Upon Customer’s acceptance of any order, Distributor shall submit to Customer via wire transfer at least [Percent total order] of the total order price. This agreement, effective from the date of 20 th of May 2011 is entered between Flat Tires, referred to as the manufacturer whose address is: 41 Owen Wilson Road, Mary Land, New Orleans 5124. This Agreement shall become effective on the date first written above and shall continue in effect for a period of [Number of years in effect] years. PandaDoc is not responsible for examining or evaluating such Third Party Materials, and does not provide any warranties relating to the Third Party Materials. Company manufactures and sells the products listed in Section 1.c below (the “Products”). The Distributorship Agreement (Delaware Sample) below is free to download, customize and print to start your distribution agreement in your small business.. Subject to the terms and conditions of this Distributor Agreement, Company hereby appoints and grants Distributor the exclusive right to sell and distribute the Products to customers located in the Territory (the “Customers”) and to render other services as a distributor for Company as set forth herein. These can be good models to use as a baseline to compare with the agreement you are going to sign. barriers to trade between Member States. The agreement is usually between a manufacturer or vendor and a distributor but, in some cases, may involve two distributors or a distributor and some other channel entity.. Distributor shall not dispute or contest for any reason whatsoever, directly or indirectly, during the term of this Agreement and thereafter, the validity, ownership or enforceability of any of the trademarks of Company, nor directly or indirectly attempt to acquire or damage the value of the goodwill associated with any of the trademarks of Company, nor counsel, procure or assist any third Party to do any of the foregoing. DEFINITIONS. No single or partial exercise of any such right or remedy by a Party, and no discontinuance of steps to enforce any such right or remedy, shall preclude any further exercise thereof or of any other right or remedy of such Party. a. The agreement for distributorship is a sample and you will need to have an agreement â¦ Unless otherwise expressly authorized by the Disclosing Party, the Recipient Party agrees that it and any of its personnel receiving Proprietary Information under this Agreement shall treat such Proprietary Information in strict confidence with the same degree of care applied to its own Proprietary Information of like importance, which it does not wish to disclose, publish, or disseminate to third parties. XX. Company agrees to sell, and Distributor agrees to purchase, the Products in accordance with the Prices and Volume Discount Prices set forth in Schedule A. This Exclusive Distributor Agreement ("Agreement") is made and effective on this, the 30th day of September, 2005, by and between Laser Shot, Inc., a Texas corporation having offices at 12818 Century Drive, Stafford, Texas, 77477, United States of America ("Company") and Lamperd Less Lethal, Inc., a Canadian â¦ Distributor agrees that it will diligently perform the services and obligations detailed in this Agreement. All orders shall be fulfilled by Company within [Number business days of order acceptance] business days of order acceptance. For the avoidance of doubt, the customer and subdistributor lists of Distributor shall be deemed to constitute Proprietary Information under this agreement. e. It is understood that all Proprietary Information disclosed under this Agreement, is, and shall remain, the property of the Disclosing Party. Distributor will promptly inspect the Products upon receipt at Distributor’s facility to determine whether any Products included in the shipment are in short supply, defective, or otherwise not in conformance with this Agreement. Within [Days of receipt] days of receipt of such Products, Distributor will notify Customer of any shortages, defects, or non-conformance, and Customer will promptly replace such Products free of charge. The Parties agree that, in such a circumstance, the Disclosing Party shall be entitled, in addition to such monetary relief as may be applicable, to injunctive relief as may be necessary to restrain any continuing or further breach by the Recipient Party, without showing or proving any actual damages sustained by the Disclosing Party. INTERNATIONAL DISTRIBUTOR AGREEMENT THIS INTERNATIONAL DISTRIBUTOR AGREEMENT (this âAgreementâ) is made and entered into on _____, 1999 ... employment shall arise between COMPANY and DISTRIBUTOR, or between COMPANY or any employee or representative of DISTRIBUTOR. Any Party delivering an executed counterpart of this Agreement by telefacsimile shall also deliver a manually executed counterpart of this Agreement, but the failure to deliver a manually executed counterpart shall not affect the validity, enforceability or binding effect of this Agreement. Such Prices and Volume Discount Prices shall only be subject to increase once per year on each anniversary date of this Agreement, provided (i) Company provides Distributor with at least [Days written notice] days prior written notice of any such increase, and (ii) such increase does not exceed [Percent] of the preceding year’s Prices and Volume Discount Prices nor the lowest price charged to others for the same Product. IN WITNESS WHEREOF, this Agreement was signed by the Parties under the hands of their duly authorized officers and made effective as of the date first written above. Instead, pick distributors with proven track records in their respective territories. 3. b. between. The Distributor will be free to utilise the names T-matic® and Thalmayr relative to promotional activities for products produced by The Manufacturer. b. The operations of Distributor are under its sole and exclusive control, including without limitation supervision of, and liability for expenses incurred with respect to, employees. If the Parties are unable to resolve the dispute within this timeframe, and one or both parties one or both parties desire to pursue the dispute, the complaining party must submit the dispute to binding arbitration in accordance with the rules and regulations of the American Arbitration Association. Distributor is an independent contractor and is not the legal representative or agent of Manufacturer for any purpose and shall have no right or authority (except as expressly provided in this Agreement) to incur, assume or create in writing or otherwise, any warranty on the part of Manufacturer.Manufacturer shall not exercise any control over any of Distributor's â¦ Size: 41 KB; Downloads: 4503; Filename: Product-Distribution-Agreement.docx; Uploaded: 2015-11-16 10:49:00 / 8519 Being able to focus on this can help you ensure that you and the business that you are transacting with are on the same level or phase when it comes to the â¦ i. Distributor will not modify any of Manufacturer's Products without written permission from Manufacturer. The Products manufactured and sold by Company to Distributor for distribution hereunder are as follows: d. Subagents. Now, Therefore, in consideration of the foregoing, and of the mutual benefit contained herein, the Parties, intending to be legally bound, agree as follows: a. Distributor shall limit its activities with respect to the Products to Customers located within the Territory and refrain from selling or otherwise transferring, directly or indirectly, the Products to any person outside the Territory, without the express written consent of Company. EXCLUSIVE DISTRIBUTION AGREEMENT This Exclusive Distribution Agreement (hereinafter the âAgreementâ) is made effective as of March ___ 2019, BETWEEN: INFINITY SAV Co., Ltd., registration no. g. This Agreement is the binding legal obligation of each Party and is enforceable in accordance with its terms. All sales by Company shall be in accordance with the terms and conditions of this Agreement. e. Payment. All shipments will be made EXW Company’s facility (Incoterms 2010). Manufacturer in accordance with the preceding subsection shall be paid in full within Ten (10) days after Distributor's receipt of an invoice covering such Product. This Agreement contains the entire agreement of the Parties with respect to the transactions contemplated hereby and supersedes all prior written and oral agreements, and all contemporaneous oral agreements, relating to such transactions. g. The obligations of the Recipient Party under this Section 6 shall survive termination or nonrenewal of this Agreement for a period of [Number of years] years. Use this free prenuptial agreement as a sample to customize after marrying. [Number business days of order acceptance]. This Agreement constitutes the entire and only agreement between the parties hereto and supersedes all previous negotiations, agreements, commitments relating to the sale of Products and shall not be released, discharged, changed or modified in any manner, except by instruments signed by duly â¦ : XXX, registration office: XXX, Gangnam-gu, Seoul, Republic of Korea (hereinafter the âSupplierâ) They decay. The Supplier can be an individual or business and is the party that "supplies," or sells, the goods to the Distributor. INDEX. GENERAL COOPERATION IN DISTRIBUTIONâ¦ the Distributor will not be authorised to make any legal or contractual agreements under the name of the Manufacturer without prior agreement. The distributor shall submit to the company weekly return of the business secured, the doctors and hospitals approached and canvassed during the previous week. This Agreement may be executed in any number of counterparts, and by each of the Parties on separate counterparts, each of which, when so executed, shall be deemed an original, but all of which shall constitute but one and the same instrument. [Client.FirstName] [Client.LastName][Client.Company], [Sender.FirstName] [Sender.LastName][Sender.Company]. Get a Sample Distributor Agreement and Distributor Checklist available free to download for your business.
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