DISTRIBUTION AGREEMENT
This Distribution Agreement (the "Agreement") is entered into as of [Effective Date] (the "Effective Date"), by and between:
[Party A], a corporation ("Supplier"), and
[Party B], a corporation ("Distributor").
The Distributor will buy the Products and resell them on an ongoing basis. This is not a one-time sale of a stated lot, and it is not a contract for the Distributor to perform services as a vendor.
1. Products and territory. The products are [products] (the "Products"). The territory is [territory]. The appointment is not exclusive. The Supplier may appoint others and may sell directly in the territory.
2. Purchase orders. The parties will handle purchase orders as follows: [how purchase orders are placed and accepted]. The Distributor orders by purchase order. The Supplier may accept or reject an order. An accepted order is a sale under this Agreement. A printed term on the Distributor's form does not apply unless the Supplier signs it.
3. Price. The price the Distributor pays is the Supplier's then-current wholesale list price, unless the parties agree in writing on a different price for an order. The Distributor sets its own resale price.
4. Title and risk. Title and risk of loss pass to the Distributor when the Supplier delivers the Products to the carrier or other point named in the accepted order. Until then, risk stays with the Supplier except for loss the Distributor causes.
5. Forecasts. Each quarter the Distributor will give the Supplier a good-faith forecast of expected orders for the next quarter. The forecast is for planning only. It is not a commitment to buy.
6. Inventory. [inventory practice] The Distributor will keep the Products in saleable condition, store them safely, and keep them identifiable as the Supplier's products.
7. Trademarks. [permitted use of the marks] The Distributor does not own the Supplier's marks. Use is limited to resale in the territory and ends when this Agreement ends, except to sell inventory the Supplier does not buy back.
8. Marketing. The Distributor will use reasonable efforts to market the Products in the territory and will follow brand guidelines the Supplier provides. The Supplier will supply current product information.
9. Returns. [returns the supplier will accept] The Supplier may refuse a return of Products that are not defective, unless this section or an accepted order allows that return.
10. Compliance. Each party will follow the laws that apply to its own sale, import, and marketing of the Products, including sanctions and anti-bribery laws. The Distributor will not sell into a place the Supplier states in writing is prohibited.
11. Warranties. The Supplier warrants that the Products will materially match the published specifications at delivery and will be free of material defects in materials and workmanship for 90 days after delivery. The Distributor's remedy is repair, replacement, or a refund of the price of the affected units, at the Supplier's option.
12. Recalls. If the Supplier recalls a Product, the Distributor will follow reasonable written instructions, stop sale of affected units, and help notify customers it sold to. The Supplier will pay the Distributor's reasonable out-of-pocket costs of a recall caused by the Supplier's product.
13. Insurance. Each party will carry commercial general liability insurance appropriate to its role and will provide a certificate on request.
14. Indemnity. The Supplier will indemnify the Distributor against third-party claims for product defect or intellectual property infringement in the Products as supplied. The Distributor will indemnify the Supplier against claims arising from the Distributor's storage, marketing, or resale conduct. The protected party will give prompt notice and reasonable cooperation.
15. Termination and inventory. Either party may end this Agreement on 60 days' written notice, or on 15 days' notice if a material breach is not cured. The Supplier will buy back unsold Products that are in good and saleable condition, at the Distributor's cost, if the Distributor offers them in writing within 30 days after termination. The Supplier will not buy back damaged, opened, or obsolete units, or units the Distributor cannot show it bought from the Supplier.
16. Governing Law. This Agreement is governed by the laws of Delaware, without regard to conflict of laws principles. Any legal suit, action, or proceeding relating to this Agreement must be instituted in the state or federal courts located in Delaware, and each Party irrevocably submits to the exclusive jurisdiction of those courts.
17. General. This Agreement is the entire agreement on its subject. It may be amended only in a writing signed by the Parties, and it may be signed in counterparts, including electronic copies. If a part is unenforceable, the rest stays in effect.
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date.
Supplier: [Party A]
By: ________________________________
Name: [Signatory]
Title: [Title]
Distributor: [Party B]
By: ________________________________
Name: [Signatory]
Title: [Title]
