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									                    SOLE DISTRIBUTION AGREEMENT

B E T W E E N:

                                                           , a company duly
                      incorporated in the State of ______________, having its
                      head office located at ______________________,

                      (hereinafter referred to as the “Manufacturer”)

                      - and –


                                                           , a company duly
                      incorporated in the State of ______________, having its
                      head office located at ______________________,

                      (hereinafter referred to as the “Distributor”)



RECITALS:

The parties declare as follows:

         WHEREAS the Manufacturer operates a business specialized in _____________________ and
it has all promotion, distribution, sales and marketing rights for the Products in the Territory;

        AND WHEREAS the Manufacturer wishes to increase and strengthen the promotion,
distribution, sale and marketing of the Products throughout the Territory;

        AND WHEREAS the Distributor is an independent intermediary specializing in the promotion,
distribution, sales and marketing of products;

      AND WHEREAS the Distributor wishes to promote, distribute, sell and market the Products of
the Manufacturer throughout the Territory;

       AND WHEREAS the parties wish to set up a business relationship between them for such
purpose;
                                                   2



The parties agree as follows:

   1.     GENERAL

   DEFINITIONS AND INTERPRETATION

   1.01     The following terms and expressions, when the first letter is capitalized, shall be
   interpreted in accordance with the following definitions:

   (a)      AReceiving Point of the Distributor@: ________________________ (enter
   address)

   (b)      APrice List@: means the prices set out in Schedule AA@ hereto.

              The Manufacturer may revise the prices at any time. When it does so it shall send the
   Distributor a new Schedule AA@, which shall come into effect ________ (___) weeks/months
   after its receipt by the Distributor, provided that the Manufacturer agrees and undertakes to
   adjust the price for all other distributors at the same time. The Manufacturer shall give the
   Distributor the reasons for any price increase, where applicable.

   (c)     AProducts@: means ___________________________(enter description of Products)
   and accessory components outlined on Schedule AA@ hereto.

   (d)     The Manufacturer may revise the Products at any time, to add new products or
   withdraw Products, provided that the Manufacturer agrees and undertakes to maintain the
   same Products list in effect for all distributors. When it does so it shall send the Distributor a
   new Schedule AA@, which shall come into effect upon its receipt by the Distributor.

   (e)       ATerritory@: means the                                           as more specifically
   illustrated and described on Schedule AB@ hereto and, where applicable, includes any
   extension to such Territory which may be agreed to in writing by the parties.

   1.02     All amounts referred to herein are in ___________________ dollars.
GOVERNING LAW

1.03     The interpretation, performance, application, validity and effects hereof are subject to
the applicable laws of the State of ____________________.

REPRESENTATIONS OF PARTIES

1.04     The provisions of this contract have not been imposed upon either party and, on the
contrary, have been freely agreed to by them.

1.05     Each party, after obtaining appropriate explanations on the nature and extent of each
provision of this contract and being advised as to their meaning, declares itself satisfied and
waives its right to invoke the nullity of any provision hereof.

2.     GRANTING OF DISTRIBUTION

2.01      Subject to the terms and conditions herein and for the duration of this Agreement, the
Manufacturer appoints the Distributor as the sole and exclusive Distributor to distribute and
sell the Products within the Territory during the term of this contract.

2.02     The Manufacturer represents and warrants that during the continuance of this
Agreement it shall have and maintain the legal right and title to market the Products and that
the Distributor shall have the right, subject to compliance with this Agreement, to use any
trademarks or identifying features in promoting and effecting the sale of the Products.

2.03     It is understood that the rights of the Distributor within the Territory shall be
exclusive and that the Manufacturer agrees and undertakes to procure and enforce an
agreement with other distributors that for the duration of the Term of this Agreement neither
the Manufacturer (or any associate company) will appoint
								
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