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This DISTRIBUTION AGREEMENT is signed in ________ on the ____ day of ______ 2013 by and between _____ represented by _______, a company organised and existing under the laws of ______, hereinafter sometimes called “THE SUPPLIER” and ______, a company organised and existing under the laws of ____, with its registered office at ______, represented by ____, hereinafter sometimes called “THE DISTRIBUTOR” declares that they want to set up a contract for the territory for the distribution of _______ products and/or services to be supplied by THE SUPPLIER. The distributor is engaged in the commercialisation and distribution of _______ products and/or services in the territory, and has a good knowledge of the _______ market in their country. For the distribution of the products, listed in the attached appendix 1 (one), which forms an integral part of this contract, the following has been agreed by the undersigned parties: This contract supersedes any previous arrangements or agreements, between parties. 1.
Territory and Products
The territory to which this Agreement applies is ______ ("The Territory"). The products and scientific information covered by this Agreement are those shown in annex 1. ("The Products"). This appendix may be amended in writing from time to time. 2. Appointments THE DISTRIBUTOR will act as the distributor of _____ , for the sale of the Products, mentioned in annex 1, in the Territory. THE DISTRIBUTOR will register the product in ________ , in the name of the ________. and agrees to devote its best efforts to promote and develop the sale of the Products through the normal channels of trade in the Territory. 3. Exclusivity THE DISTRIBUTOR will not sell or offer for sale within or for delivery to territory, during the term of this Contract, without prior written consent of ________, the products which, in the opinion of _______, are of the same description or likely to compete or interfere with the sale of the Products, or act as agent for the sale of any products as described above within or for delivery to the Territory. _______, will not during the term of this Contract, without prior written consent by the DISTRIBUTOR, sell or offer for sale within of for delivery to territory any Products which, in the opinion of the DISTRIBUTOR, are of the same description or likely to compete or interfere with the sale of the Products, or act as agent for the sale of any products as described above within of for delivery to the Territory. 4. SUPPLIER Brand Name Products Export by the DISTRIBUTOR of all Products is strictly forbidden, unless the supplier gives permission in writing. Such permission will never be given to countries where supplier has an agent or distributor. Undertaking such export without permission will be judged as a breach of contract, and may lead to the immediate termination of such contract, notwithstanding the right of supplier. to claim damages.
Registrations The DISTRIBUTOR will introduce and register, where necessary, the Products with the appropriate authorities in the Territory, in the name of the supplier If not possible then DISTRIBUTOR will act as marketing authorisation holder but the SUPPLIER will at all time remain the owner of the authorisation, supplementary species, trademark and/or confidential information given. The SUPPLIER will provide the DISTRIBUTOR with a full copy of the dossier to be submitted to the _____ Authorities and the Regulatory Office of the SUPPLIER will give full support to DISTRIBUTOR to respond to all questions that the _____ authorities may rise during the registration process. When the DISTRIBUTOR submits to the _____ authorities any documents related to the registration of products, the DISTRIBUTOR has the obligation to send a proof of the delivery, authenticated by the authorities. The national registration fees of the products will be for account of the DISTRIBUTOR but will be paid back by the supplier, LDA after obtaining the final registration. Once the product will be registered and put on the Market the DISTRIBUTOR will provide the supplier with the information related to any adverse event that may occur with the use or misuse of the product. The information will be considered confidential and will be disclosed only to the authorities or to the user if relevant. Information about Registrations of Products, are those shown in annex 2 (“Secrecy Agreement”).
Supply THE DISTRIBUTOR will place a firm order every ____ months or less and these will be confirmed or rejected before any shipment by supplier. The SUPPLIER will, subject to availability, use its best endeavour to supply the product to the DISTRIBUTOR. However all orders accepted are subject to delays or changes occurring in manufacture or shipment.
Price SUPPLIER will notify the DISTRIBUTOR from time to time of the prices, charges and terms of the purchase of products sold under this agreement. Supplier will charge the DISTRIBUTOR for the Products sold under this Agreement and the DISTRIBUTOR will pay according to the prices, charges and terms of purchase in effect at the date of sales confirmation. Any change in prices will be notified to the Distributor. Supplier reserves the right to change prices, charges and terms of purchase of any or all Products sold under this Agreement.
Minimum annual purchase by THE DISTRIBUTOR (to be agreed in annexe 1) Payment The products will be invoiced to DISTRIBUTOR in ____ dollar. Payment is to be understood “L/C through bank IRREVOCABLE, CONFIRMED and NOTIFIED at SIGHT”. (All bank charges including reimbursement outside _______ are for buyer’s account). The DISTRIBUTOR further agrees to maintain sufficient operating capital and adequate credit lines to enable it to fulfil all of this undertaking and obligations hereunder.
Stocking Keeping Level For all products the DISTRIBUTOR will keep sufficient stock at all times in order to secure the uninterrupted availability of the products in the territory market.
sales. for any purpose whatsoever. suspected or threatened infringement of the trademarks relating to the products and registrations. 16. In the second year of Contract. and local market prices. including any promotion expenses are for the account of the DISTRIBUTOR unless the supplier specifically authorises the DISTRIBUTOR to debit the supplier account or if supplier agrees in advance that specific expenses are for account of the supplier 13. All expenses incurred by the DISTRIBUTOR in distributing the products. such as information about Product registration.11. packaging and labelling of the Products. 14. distribution. make any representation. and the DISTRIBUTOR shall have no authority to and will not enter into any contract. sales turnover. -3- . except to the extent that it is necessary to disclose this information to be able to carry out the obligations under this Contract. Market Data The DISTRIBUTOR will keep the SUPPLIER advised of all laws and regulations in the Territory affecting the importation. Reports The DISTRIBUTOR will submit to the supplier and LDA and a forecast every year (annexe 1). Sales Promotion The DISTRIBUTOR agrees to employ and maintain the number of competent employees to enable the DISTRIBUTOR to carry out successfully all its undertakings and obligations hereunder. The DISTRIBUTOR shall also but only at specific request and at expense of the SUPPLIER take all to protect the supplier’s rights in the Products and in the said trademarks. In the following years. the increase of the forecast will be discussed and accorded between both parts. 15. advertising. Protection of Products During the term of this Contract the DISTRIBUTOR will immediately advise the SUPPLIER of any imitations of the Products or of any actual. Limitation of Authority Nothing in this Contract shall render or be construed as rendering the DISTRIBUTOR as the agent of the supplier. Confidentiality The DISTRIBUTOR will keep strictly confidential at all times all information about the products. 12. price structures and margins. Further the DISTRIBUTOR shall not take or consciously permit any action to be done which shall in any way prejudice the rights of the SUPPLIER in the products. the forecast of first year will increase by 10% in the total value. give any warranty or incur any liability on behalf of the supplier nor will the DISTRIBUTOR pledge the supplier’s credit. prices. The DISTRIBUTOR will also keep the SUPPLIER fully informed of competitive activity and advertising.
unless terminated by either party. 18. or appoint any sub-distributor for the sale of the Products in the Territory. 21. Winding-up If the DISTRIBUTOR compounds or make arrangements with its creditors or goes into liquidation (whether voluntarily or otherwise) or a receiver or manager is appointed in respect of the whole or any part of the business. shall become and/or remain the absolute responsibility of the DISTRIBUTOR and in particular the DISTRIBUTOR shall bear full responsibility for any liability whatsoever to such personnel or agents resulting from the termination of this Contract for whatever reason. whether or not as a consequence of this Contract. then the DISTRIBUTOR may terminate this contract immediately by notice in writing.17. This Contract cannot be terminated during the first 12 months after first shipment. then the DISTRIBUTOR may terminate this Contract by notice in writing. If the SUPPLIER commits any breach of the conditions in this agreement and does not take steps to remedy the breach within 30 days of written notice from the DISTRIBUTOR. Lda. 19. Breach If the DISTRIBUTOR commits any breach of the conditions in this agreement and does not take steps to remedy the breach within 30 days of written notice from the SUPPLIER. General On termination of this Contract for any reason ZOOPAN. It shall continue subject to the provisions of paragraphs 19 and 20 below. then the SUPPLIER may terminate this contract immediately by notice in writing. The name of the product in the territory might/could be changed if required by the _____ authorities and in this case the name of the product will be agreed between the parties but the trademarks shall at all times remain the exclusive property of the supplier. -4- . It shall then automatically continue for another period of three (3) years. 22. If the SUPPLIER compounds or make arrangements with its creditors or goes into liquidation (whether voluntarily or otherwise) or a receiver or manager is appointed in respect of the whole or any part of the business. giving to the other six months written notice. then the SUPPLIER may terminate this Contract by notice in writing. Effective Date and Termination This Agreement shall-come into force and effect as from this day of signing and shall continue for three (3) year. The DISTRIBUTOR will make no alteration to the packaging and labelling of the Products without prior written approval from the supplier. shall not be liable in any way to the DISTRIBUTOR in compensation for such termination and it is expressly understood that any personnel or agents employed by the DISTRIBUTOR. Trademarks and Packaging The DISTRIBUTOR will sell the Products at all times only under the trademarks previously agreed and all such trademarks shall at all times remain the exclusive property of the supplier. Termination of the contract may be required by any of the parties with a written advice of six months before becoming effective. or suffer a change in the beneficial ownership of the company. Subject to the provisions of paragraphs 19 and 20 below. Assignment The DISTRIBUTOR will not without prior consent in writing from the supplier assign the whole or any part of this Contract. or suffer a change in the beneficial ownership of the company. 20. until terminated by either of the parties.
. 24. Any possible legal dispute shall be settled before the court of law in _______. 2013 For _____ For ________ _________________________ ________________________ ___________________ ________ __________________________ ________ -5- . In witness whereof.23. Notices Any notice required to be given under this Contract shall be sent by registered letter and shall take effect from the date of such letter. Laws This Contract and all contracts made under it shall be governed in all respects by the Laws of ______.…. the parties hereto have executed this Agreement this ……day of ………….
Annex 1 Annual Forecast Products Name Volume Annual Forecast -6- .
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