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Non-exclusive distribution agreement (standard)

This is a standard-form non-exclusive distribution agreement. Under this agreement, the supplier grants to the distributor the right to distribute products in a particular marketplace. The grant is non-exclusive as the supplier may appoint others to distribute the products in the same marketplace, and may indeed itself act as a distributor within that marketplace.

Terms and conditions of supply, setting out the basis upon which products are supplied to the distributor, are included as a schedule. They cover delivery, transfer of risk and title, and product-specific warranties.

This document is a shorter version of our premium non-exclusive distribution agreement. It omits a number of the optional provisions contained in that document (including provisions relating to forecasting, after-sales support and trade mark licensing).

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Non-exclusive distribution agreement (standard) contents

  1. Definitions: definitions.
  2. Term: commencement of term; end of term.
  3. Non-exclusive distributorship: appointment of non-exclusive distributor; distribution restrictions on 
    the Distributor
    .
  4. Distributor
    obligations:
    distribution obligations;
    Distributor
     not agent etc; general second party obligations; second party responsible for third party co-operation;
    Distributor
     must not give product warranties etc;
    Distributor
     must comply with laws etc; protection of first party reputation and goodwill.
  5. Supplier
     obligations:
    marketing support; protection of second party reputation and goodwill.
  6. Order procedure: pre-order negotiations for the supply of products; order procedure for products; products supply subject to terms and conditions.
  7. No assignment of Intellectual Property Rights: no assignments of intellectual property rights.
  8. Charges: obligation to pay charges; amounts inclusive or exclusive of VAT; variation of charges; increases in charges for products.
  9. Payments: issue of invoices for products; time for payment of charges following invoice; payment methods; interest on late payments.
  10. Confidentiality obligations: first party confidentiality undertaking; second party confidentiality undertaking; disclosure of confidential information to certain persons; exceptions to confidentiality obligations; disclosures of confidential information mandated by law etc; parties to stop using confidential information upon termination; parties to return or destroy confidential information following termination; confidentiality obligations after termination.
  11. Warranties: first party warranty of authority; second party warranty of authority; exclusion of implied warranties and representations.
  12. Supplier
    Indemnity:
    first party indemnifies second party (products); conditions upon first party indemnity; limitations of liability vs indemnities.
  13. Limitations and exclusions of liability: caveats to limits of liability; interpretation of limits of liability; no liability for force majeure; no liability for loss of profits; no liability for loss of revenue; no liability for loss of use; no liability for loss of opportunities; no liability for loss of data or software; no liability for consequential loss; child contract liability cap; aggregate liability cap upon services contract.
  14. Force Majeure Event: obligations suspended for force majeure; force majeure notification and information; mitigation of effects of force majeure.
  15. Termination: termination without cause (optionally assymetric); termination by either party without cause; termination upon breach; termination upon insolvency.
  16. Effects of termination: surviving provisions upon termination; termination does not affect accrued rights.
  17. Notices: methods and deemed receipt of contractual notices; contact details for contractual notices; substitute contact details for notices.
  18. General: no waiver; severability; variation written and signed; no assignment without written consent; no third party rights; entire agreement; governing law; exclusive jurisdiction.
  19. Interpretation: statutory references; section headings not affecting interpretation; calendar month meaning; no ejusdem generis.

SCHEDULE 1 (DISTRIBUTION PARTICULARS)

  1. Specification of Products: specification of products prompt.
  2. Financial provisions: financial provisions prompt.

SCHEDULE 2 (TERMS AND CONDITIONS OF SUPPLY)

    Preamble to terms and conditions (products) .
  1. Supply: products to be collected; products to be delivered; product supply by instalments; are product supply dates of the essence?; postponement of product supply.
  2. Title: passage of title to products; products held by bailee; obligations during title retention; recovery of products where title retained; action for charges notwithstanding title retention.
  3. Warranties: first party product warranties; exclusion of implied warranties and representations.
  4. Breach of warranty: customer rights on breach of product warranty; procedure for returning products on breach of warranty.
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