Free non-exclusive distribution agreement
A distributorship is a contractual arrangement whereby one business is permitted to market and sell the products of another business. Typically, a distributorship will be granted in respect of a particular market, often a geographically-defined market.
As this is a non-exclusive distribution agreement, the grant of the distributorship does not preclude the supplier (or a third party appointed by the supplier) from distributing the products in the relevant market.
A set of T&Cs of sale/supply are included with the agreement. These cover delivery, risk, title and similar matters.
This free document is substantially identical to our standard non-exclusive distribution agreement, except that this document includes a textual credit (ie attribution). Purchase the standard document if you would like to use this document without the textual credit.Ask about this document
Free non-exclusive distribution agreement contents
- Definitions: definitions.
- Credit: docular credit; free documents licensing warning.
- Term: commencement of term; end of term.
- Non-exclusive distributorship: appointment of non-exclusive distributor; distribution restrictions on the Distributor.
- Distributorobligations: distribution obligations;Distributornot agent etc; general second party obligations; second party responsible for third party co-operation;Distributormust not give product warranties etc;Distributormust comply with laws etc; protection of first party reputation and goodwill.
- Supplierobligations: marketing support; protection of second party reputation and goodwill.
- Order procedure: pre-order negotiations for the supply of products; order procedure for products; products supply subject to terms and conditions.
- No assignment of
Intellectual Property Rights: no assignments of intellectual property rights.
- Charges: obligation to pay charges; amounts inclusive or exclusive of VAT; increases in charges for products; variation of charges.
- Payments: issue of invoices for products; time for payment of charges following invoice; payment methods; interest on late payments.
- 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 delete confidential information following termination; confidentiality obligations after termination.
- Warranties: first party warranty of authority; second party warranty of authority; exclusion of implied warranties and representations.
- SupplierIndemnity: first party indemnifies second party (products); conditions upon first party indemnity; limitations of liability vs indemnities.
- 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.
Force Majeure Event: obligations suspended for force majeure; force majeure notification and information; mitigation of effects of force majeure.
- Termination: termination without cause (optionally asymmetric); termination by either party without cause; termination upon breach; termination upon insolvency.
- Effects of termination: surviving provisions upon termination; termination does not affect accrued rights.
- Anti-corruption: mutual assurance of compliance with anti-corruption laws; mutual obligation to notify anti-corruption law breaches; Supplieranti-corruption obligations for associated persons; parties to maintain books and records relating to payments and benefits;Supplierto comply withDistributoranti-corruption policy;Supplierto maintain anti-corruption policies; mutual co-operation with anti-corruption exercises; document does not prevent of reporting anti-corruption breaches; breach of section constitutes material breach.
- Anti-slavery: mutual assurance of compliance with anti-slavery laws; Supplieranti-slavery obligations for associated persons;Supplierto comply withDistributoranti-slavery policy;Supplierto maintain anti-slavery policies; breach of section constitutes material breach.
- Notices: methods and deemed receipt of contractual notices; contact details for contractual notices; substitute contact details for notices.
- General: no waiver; severability; variation written and signed; no assignment without written consent; no third party rights; entire agreement; governing law; exclusive jurisdiction.
- Interpretation: statutory references; section headings not affecting interpretation; calendar month meaning; no ejusdem generis.
SCHEDULE 1 (DISTRIBUTION PARTICULARS)
- Specification of
Products: specification of products prompt.
- Financial provisions: financial provisions prompt.
SCHEDULE 2 (TERMS AND CONDITIONS OF SUPPLY)
- Preamble to terms and conditions (products) .
- Supply: products to be delivered; products to be collected; product supply by instalments; are product supply dates of the essence?; postponement of product supply.
- 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.
- Warranties: first party product warranties; exclusion of implied warranties and representations.
- Breach of warranty: customer rights on breach of product warranty; procedure for returning products on breach of warranty.