DISTRIBUTOR/DEALERSHIP AGREEMENT
BETWEEN
__________, __________, of __________, acting through __________ (the "Principal");
AND
__________, __________, of __________, acting through __________ (the "Distributor").
The Principal and the Distributor are each a "Party" and together the "Parties".
RECITALS
A. The Principal manufactures or supplies: __________ (the "Product").
B. The Distributor wishes to purchase the Product from the Principal and resell it within the Territory defined below.
C. The Distributor buys the Product on its own account, and this Agreement is a buy-and-resell appointment and not a contract of agency: title and risk in the Product pass to the Distributor on delivery, the Distributor resells at its own risk and for its own profit, and the Distributor has no authority to bind the Principal or to sell in the Principal's name.
NOW THIS AGREEMENT WITNESSES AS FOLLOWS.
- 1. APPOINTMENT
- 2. NATURE OF THE RELATIONSHIP
2.1 As Recital C states, the Distributor buys the Product as principal, on its own account, and resells it in its own name and at its own risk. This Agreement does not create a relationship of agency, employment, partnership or joint venture between the Parties, and clause 14 applies.
- 3. MINIMUM PURCHASE
- 4. PRICE
4.3 The Principal may revise its price list from time to time on reasonable prior written notice to the Distributor; a revision applies to orders placed after the notice takes effect, and not to an order already accepted.
- 5. PAYMENT
5.4 All amounts under this Agreement are exclusive of goods and services tax, which the Distributor shall additionally pay where chargeable on a purchase from the Principal. Time for payment is of the essence.
- 6. ORDERS AND DELIVERY
6.2 Save as clause 6.1 otherwise provides, the Distributor shall place written purchase orders, the Principal shall confirm or reject each order within a reasonable time, and delivery shall be at the place and on the terms (including as to carriage and insurance) the Parties agree for each order, or, failing agreement, ex-works the Principal's despatching point.
6.3 Risk in the Product passes to the Distributor on delivery in accordance with clause 6.2. Title passes on the later of delivery and payment in full for that Product, and until then the Principal may recover Product remaining identifiable and unsold in the Distributor's hands if the Distributor fails to pay for it when due.
- 7. AFTER-SALES SERVICE
- 8. BRANDING
8.2 The Distributor acknowledges the Principal's ownership of its trademarks and shall not use them, or a confusingly similar mark, beyond what clause 8.1 permits, and shall not register or attempt to register any such mark.
- 9. RESTRAINT ON COMPETING PRODUCTS
- 10. WARRANTIES
10.1 The Principal warrants that the Product, as supplied to the Distributor, will conform to the Principal's published specification and be free from material defect at the time of delivery, and gives no other warranty except as its written warranty policy for the Product separately states.
10.2 The Distributor shall make no representation or warranty about the Product beyond what the Principal's warranty policy and marketing material state, and shall pass on the Principal's warranty terms to its customers without addition.
- 11. TERM
- 12. RECORDS AND INSPECTION
12.1 The Distributor shall keep reasonable records of its purchases and sales of the Product sufficient to verify compliance with clause 3, and shall make them available to the Principal on reasonable request for that purpose.
- 13. TERMINATION
- 14. NO AGENCY OR PARTNERSHIP
14.1 Nothing in this Agreement creates a partnership, joint venture, or a relationship of agency or employment between the Parties. The Distributor has no authority to bind the Principal, to accept an order on the Principal's behalf, or to make a representation on the Principal's behalf, and shall not hold itself out as having such authority.
- 15. CONSEQUENCES OF TERMINATION OR EXPIRY
15.2 On termination or expiry, the Distributor shall stop holding itself out as the Principal's distributor or dealer, and shall cease using the Principal's trademarks under clause 8 except to the extent clause 15.1 allows a sell-off. Termination or expiry does not affect a right or liability that accrued before it, or a clause meant to survive, including clauses 8.2, 10, 16, 17 and this clause 15.
- 16. CONFIDENTIALITY AND INDEMNITY
16.1 Each Party shall keep confidential the other's non-public business information obtained under this Agreement, and use it only to perform this Agreement.
16.2 The Distributor shall indemnify the Principal against a claim, loss or liability arising from the Distributor's own conduct, representations or breach of this Agreement, other than to the extent it arises from a defect in the Product as supplied by the Principal or the Principal's own breach.
- 17. ASSIGNMENT
17.1 Neither Party shall assign or transfer this Agreement without the other's prior written consent, except that the Principal may assign it to a person who acquires the whole or substantially the whole of the relevant part of its business.
- 18. DISPUTE RESOLUTION AND GOVERNING LAW
- 19. STAMP DUTY
- 20. GENERAL
20.1 This Agreement is the entire agreement between the Parties about its subject matter and supersedes all prior discussion, whether oral or in writing.
20.2 No amendment is effective unless made in writing and signed by both Parties.
20.3 If any provision is held invalid or unenforceable, the rest of this Agreement continues in effect.
SIGNED AND DELIVERED by the PRINCIPAL
__________
Through: __________
Signature: ______________________________
SIGNED AND DELIVERED by the DISTRIBUTOR
__________
Through: __________
Signature: ______________________________