This document creates an agreement between a wholesaler or manufacturer and a
company that sells products directly to consumers. This document covers the length of
the agreement, the termination procedure, the products sold, and retail prices. This
document contains numerous standard provisions that are commonly included in these
types of agreements, and may be customized to fit the specific needs of the contracting
parties. This document is ideal for small businesses or other entities that want to enter
into a retail agreement to sell the products of a manufacturer or wholesaler.
THIS RETAILER AGREEMENT (the “Agreement”), made and entered into this __ day of
_________ 201_, by and between __________________with an address at _________________,
hereinafter called “Company”, and ____________________with an address at
_____________________, hereinafter called “Retailer”, collectively referred to as the “Parties”,
hereby agree as follows:
I. GRANT OF RIGHT
1.1 Company grants to Retailer, the non-exclusive right to purchase and resell at retail the
Company's range of products (collectively referred to as “Products”) at Retailer's stores (“Retail
Centers”) all operating under the same name [or, add if name is different]. For the purpose of the
Agreement, the Products to be purchased and resold by Retailer are set forth in the Appendix 1
of this Agreement.
1.2 Nothing in this Agreement grants Retailer an exclusive territory to market and resell the
2.1 Initial Term. This Agreement shall begin on date of execution and shall remain in full
force and effect for ____ ( ) years (the “Term”).
2.2 Renewal Term. This Agreement may be renewed for a period that may not exceed
______ ( ) years or the Term, whichever period is longer (the “Renewal Term”). Renewal
Terms shall be conditional upon satisfactory performance evaluations by the Company. Any
renewal shall be in writing and executed by both Parties and shall be subject to the same terms
and conditions set forth in this Agreement.
3.1 This Agreement may be terminated by the Company or the Retailer prior to expiration
and without cause by providing no less than forty-five (45) days prior written notice to the other
3.1 This Agreement may only be terminated prior to the expiration with cause which shall be
A. A misrepresentation by Company of a product;
B. A failure by Retailer to make timely payments to Company; or
C. Retailer’s violation of its obligations hereunder.
© Copyright 2013 Docstoc Inc. registered document proprietary, copy not 2
3.2 In the event of Company seeks to terminated this Agreement for cause, it will furnish
written notice of termination to Retailer, and Retailer shall at prompt notice return all unsold
Products immediately upon termination. In the event of termination or expiration of this
Agreement, Retailer will be required to immediately return to Company any software,
equipment, unsold Product and merchandising material and will process any credits owed to
Retailer, as appropriate, for the returned, unsold Products. If shipment is not received within
fifteen (15) days of notification, Retailer agrees that Company will be authorized to deem all
unused Products to be sold to Retailer and invoice Retailer for all those unused Products.
IV. DESCRIPTION OF GOODS; SALE AND DELIVERY
4.1 Company shall sell, transfer, and deliver to Retailer the Products at the per unit cost set
forth in paragraph 4.6 herein, and Retailer shall sell the product at the ‘Suggested Retail Price’ as
shown in Appendix 2 unless otherwise agreed in writing by the Parties.
4.2 Company shall have the right, at any time, with ____ ( ) days notice, to decrease or
increase the Suggested Retail Price of Products. In the event the Company decreases the
Suggested Retail Price the Company will give a proportionate credit to the Retailer on the price
already paid by Retailer for a Retailer's unused stock of that type of Product at the time such
decrease is made and subsequently implemented by Retailer.
4.3 Should the Company introduce a new model of Products that has a different Suggested
Retail Price, Company shall notify Retailer of the Suggested Retail Price within 15 (fifteen) days
of the new model’s introduction. Subsequently, the Retailer's purchase price will be negotiated
by the Company with the Retailer.
4.4 Retailer shall have the right to continue selling the old model until its inventory is
depleted or to receive a full refund from the Company for any inventory of the old model that
Retailer has in stock at the time of introduction of new model.
4.5 Company will provide the Retailer the Products packaged for retail in a sealed package
[Instruction: Describe type o