VIEWS: 0 PAGES: 8 CATEGORY: Business and Corporate Agreements POSTED ON: 9/24/2011
A company can choose between hiring its own sales people to distribute its products or it can use distributors to provide the same function. Most small businesses use distributors because it is less expensive, facilitates cash flow and because distributors have more knowledge and experience in the market area. The distribution agreement is the contract between a company in need of having its products distributed and the distributor that specializes in providing that function.
The non-exclusive distribution agreement lets the company appoint multiple distributors within a geographic territory, by market segmentation or by whatever distribution criteria deemed relevant. Typically, distributors bound to non-exclusive distributor agreements can carry products from competing companies.
A company can choose between hiring its own sales people to distribute its products or it can use distributors to provide the same function. Most small businesses use distributors because it is less expensive, facilitates cash flow and because distributors have more knowledge and experience in the market area. The distribution agreement is the contract between a company in need of having its products distributed and the distributor that specializes in providing that function. The non-exclusive distribution agreement lets the company appoint multiple distributors within a geographic territory, by market segmentation or by whatever distribution criteria deemed relevant. Typically, distributors bound to non-exclusive distributor agreements can carry products from competing companies.
Nonexclusive Distributorship Agreement Distributorship Agreement made this the (date), between (Name of Manufacturer), a corporation organized and existing under the laws of (Name of State), with a place of business at (street address, city, state, zip code), hereinafter called the Manufacturer, and (Name of Distributor), of (street address, city, state, zip code), hereinafter called the Distributor. Whereas, Manufacturer has offered to appoint Distributor as an authorized (Name of Manufacturer) Distributor for certain products in accordance with the terms and conditions set forth in this Agreement, and for the period as provided in this Agreement; and Whereas, Distributor has expressed its willingness to become an authorized (Name of Manufacturer) Distributor for certain products for resale in accordance with the terms and conditions set forth in this Agreement; Now, therefore, for and in consideration of the mutual covenants contained in this Agreement, and other good and valuable consideration, the parties agree as follows: 1. Appointment Manufacturer appoints Distributor as an authorized (Name of Manufacturer) Distributor for the period, and in accordance with the terms and conditions set forth in this Agreement. 2. Products Distributor agrees that the products for which it is appointed an authorized Distributor are limited to those products set forth in Exhibit A, which is attached to this Agreement, and, by this reference, incorporated in it. 3. Material to be Furnished by Manufacturer Manufacturer will furnish to Distributor technical and sales promotional material, brochures, bulletins, and specification data on the products. Such material will be furnished in reasonable quantities at no cost to Distributor. 4. Purchase of Products Distributor is authorized to purchase for resale products manufactured and offered for sale by Manufacturer, as subsequently provided in this Agreement. 5. Training Distributor agrees to make available to Manufacturer appropriate personnel at reasonable times and places for training on the products and the application of the products. Such training to be provided by Manufacturer is designed to help Distributor fulfill his obligations under this Agreement. 6. Applicability of Manufacturer’s Warranty A. Distributor acknowledges and agrees that each product sold to Distributor is subject to Manufacturer's warranty for such product, as set forth in Exhibit A, which is attached to and made a part of this Agreement. The provisions of such product warranty may be extended by Distributor to Distributor's customers. Such warranty shall survive termination of this Agreement. B. Any defective product or part approved by Manufacturer for repair or exchange under the provisions of the applicable product warranty will be repaired or exchanged without charge to Distributor or Distributor's customer. C. Manufacturer reserves the right to change the terms of its product warranty applicable to a product from time to time. D. Manufacturer's sole obligation under its product warranty will be limited to either, at Manufacturer's option and expense, repairing or replacing the product or parts of a product returned to Manufacturer by Distributor or Distributor's customer F.O.B. Manufacturer's plant, and which Manufacturer reasonably determines did not conform to the applicable Manufacturer product warranty. E. Manufacturer's product warranty is exclusive and in lieu of all other warranties, whether express, implied, or statutory, including, but not limited to, any warranty of merchantability or fitness for any particular purpose. F. Distributor's or Distributor's customer's exclusive remedy for breach of Manufacturer's product warranty will be the enforcement of Manufacturer's obligations under the warranty. G. Distributor is not authorized to assume, on behalf of Manufacturer, any other or additional warranty obligation or liability in connection with products. Distributor agrees to indemnify and hold Manufacturer harmless with respect to any other or additional warranty obligation or liability granted by Distributor. 7. Distributor to Promote Sales Distributor agrees that it will actively promote the sale of products, and to this end will: A. Promote the sale of the products through a sales program including personal and mail solicitation, and provide prompt and reliable service and product demonstrations. B. Maintain a representative inventory of products, as mutually agreed between Manufacturer and Distributor, and employ technically qualified personnel to assure prompt delivery and installation for its customers. C. Maintain suitable displays of the products on its premises and offer demonstrations of the products to its potential customers. 8. Records Distributor will keep records of its sales that shall include name of customer, date of sale, product description and part number, and product serial number. This obligation to maintain records shall survive termination of this Agreement. 9. Terms and Condition of Sale A. Distributor will accept and pay for products ordered in accordance with the prices set forth on Manufacturer's published Distributor price lists as in effect on the date Distributor's order is received by Manufacturer. B. All of Distributor's purchase orders under this Agreement shall be governed by the provisions of this Agreement and the standard terms and conditions of sale of Manufacturer in effect at the time of sale. None of the provisions of Distributor's purchase orders, except those specifying the quantity and types of products ordered, dates of shipment, invoice information, and shipping instructions shall be considered applicable to its purchase of products under this Agreement. C. Manufacturer's standard terms and conditions of sale are attached to this Agreement as Exhibit B, and incorporated in this Agreement by this reference. In the event of ambiguity between a term of this Agreement and a term in Manufacturer's standard terms and conditions, the term of this Agreement shall be controlling. 10. Credits A. Distributor shall not take any credit against payment due Manufacturer without a written credit memorandum authorizing such credit that has been issued in advance by Manufacturer. B. Distributor shall not return any product for credit except in accordance with Manufacturer's consent obtained in advance. 11. Claims If Distributor has any reason to believe that it has any claim against Manufacturer arising out of any transaction undertaken pursuant to this Agreement, it shall notify Manufacturer of such claim, in writing, within (number of days) days from the date it knows, or has reason to know, of any claim. Failure to give notification within such period shall relieve Manufacturer of any liability or obligation with respect to such claim. This obligation to provide notice shall survive termination of this Agreement. 12. Price A. Manufacturer and Distributor agree that prices applicable to the products may be changed, from time to time, during the term of this Agreement, and that such price changes may be made without prior notice. B. Manufacturer will furnish Distributor with revised and amended price lists from time to time and with reasonable promptness following any changes by Manufacturer. C. Manufacturer reserves the right to reject or cancel any unfilled order or part of an order for products for which prices have been changed unless the order is amended to reflect the prices as changed. 13. Delay in Delivery A. In spite of any other provisions contained in this Agreement, Manufacturer shall not be liable for any delay or failure to deliver products during the term of this Agreement, where such delay or failure to deliver results from circumstances beyond the control of, and without the fault or negligence of, Manufacturer. B. Manufacturer reserves the right, in its sole discretion, to allocate its inventory or current production among purchasers or to discontinue any product or product model without incurring any liability to Distributor. C. In no event shall Manufacturer be liable for any incidental, consequential, or special damages for any delay or failure to deliver products. 14. Payments A. All payments under this Agreement shall be in United States dollars to Manufacturer at (street address, city, state, zip code). B. Unless otherwise confirmed in writing, payment terms for products purchased by Distributor shall be net (number of days) days; provided, however, that Manufacturer may, at its discretion, establish limitations and requirements for the extension of credit to Distributor and may withhold shipments on credit if at any time the financial condition of Distributor, in the opinion of Manufacturer, does not warrant extension of credit. 15. Independent Contractor A. Distributor is, and shall remain, an independent contractor, purchasing from Manufacturer and selling to customers for its own account. Distributor, alone, shall be answerable for any loss or damage caused by it or its employees or agents. B. Distributor may indicate in its advertising and on its stationery that it is an authorized (Name of Manufacturer) Distributor and that products promoted or sold by it were manufactured by Manufacturer. Manufacturer does not appoint Distributor as its agent or authorize Distributor to hold itself out as its agent, nor does Manufacturer authorize Distributor to pledge the credit of Manufacturer or enter into any contract for Manufacturer. Manufacturer does not convey to Distributor any property interest in Manufacturer's corporate name, trademarks, or patents. What
Pages to are hidden for
"Nonexclusive Distributorship Agreement"Please download to view full document