Online Catalogue | Goods Contracts | Distribution Agreements | Distribution Agreement (non-exclusive, premium)
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We created this premium distribution contract for use in relation to non-exclusive distribution deals. Under a non-exclusive distribution agreement, the supplier remains free to appoint other distributors within the relevant territory, and may itself supply the products that are the subject of the distribution agreement within that territory. In addition, the distributor may be prohibited from actively supplying the products in territories that are reserved to the supplier and its exclusive distributors.The fundamental obligation of the distributor under this contract is to use reasonable endeavours to market, distribute and sell the products of the supplier. This obligation is limited in space (to the defined territory) and of course in time (to the period the contract remains in force).You can review a sample version of one of our distribution contracts by clicking the link below. Note that the sample is based on our standard / exclusive document, so there will be variations between that document and this one:Sample Distribution ContractTh distribution agreement (non-exclusive, premium) is an expanded version of our standard non-exclusive distribution agreement. This premium agreement includes all of the provisions of the standard agreement. In addition, this one includes a licence of trade marks, confidentiality undertakings, forecasting provisions, provisions concerning after-sales support, provisions dealing with IPR infringements, a data processor clause, a publicity clause and a non-solicitation clause.If you need an long-form agreement that grants distribution rights on an exclusive basis see this template. If you need a short-form exclusive agreement, see this one.In full, this distribution contract includes the following clauses:> Definitions and interpretation> Appointment and Term> Territories> General obligations> Marketing> Trade mark licence> Reporting> Forecasts, Orders and Contracts> Delivery, risk and title> Price and payment> Interest> After-sales support> Warranties> Intellectual Property Rights indemnity> Product Liability Claims> Limitations and exclusions of liability> Legal compliance> Data protection> Confidentiality> Publicity> Force majeure> Termination> Effects of termination> Non-solicitation> Notices> GeneralThis template distribution contract is 24 pages long (including the cover page and footnotes), and is supplied in Word (.doc) format making editing easy.
What after-sales support is the distributor supposed to provide under this document?The (entirely optional) support clause provides that the distributor will provide "first line" support to customers, while the supplier will provide "second line" support to the distributor. The precise content of these different levels of support will vary dramatically with the nature of the products. For this reason, very abstract definitions are used. First line support is defined as "support in relation to the use of the Products and in relation to defects in the Products"; whereas second line support is defined as "support in relation to defects in the Products only". If you use the after-sales support clause, you will probably want to add some flesh to these skeletal definitions.What happens under the distribution contract if products are defective?In clause 13, the supplier warrants to the distributor that the products will be of satisfactory quality. If they are not, then the distributor has a right to return the products for a credit of the price or replacements, plus in either case a credit of the return costs. The choice of remedy may be granted to either party. This contractual right may be specified to be subject to any other legal rights the distributor has in the circumstances.
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