The Distributor can also be an individual or a business … One renders vendor management service and staffing services to assist clients in their automated staffing management process. Distributor will promptly inspect the Products upon receipt at Distributor’s facility to determine whether any Products included in the shipment are in short supply, defective, or otherwise not in conformance with this Agreement. This Agreement may be executed in any number of counterparts, and by each of the Parties on separate counterparts, each of which, when so executed, shall be deemed an original, but all of which shall constitute but one and the same instrument. As used herein, the term “Proprietary Information” means any information, technical data, or know-how (including, but not limited to, information relating to products, software, services, development, inventions, processes, techniques, customers, pricing, internal procedures, business and marketing plans or strategies, finances, employees and business opportunities) disclosed by one Party (the “Disclosing Party”) to the other (the “Recipient Party”) either directly or indirectly in any form whatsoever, including, but not limited to, in writing, in machine readable or other tangible form, orally or visually. Distributor shall limit its activities with respect to the Products to Customers located within the Territory and refrain from selling or otherwise transferring, directly or indirectly, the Products to any person outside the Territory, without the express written consent of Company. b. There is a limit on how many partnerships suppliers and distributors can enter into. The Parties agree that, in such a circumstance, the Disclosing Party shall be entitled, in addition to such monetary relief as may be applicable, to injunctive relief as may be necessary to restrain any continuing or further breach by the Recipient Party, without showing or proving any actual damages sustained by the Disclosing Party. c. Company warrants and represents that the Products will be free from defects in design, materials and workmanship and conform with any specifications provided. There are many factors that go into creating the ideal distributor arrangement. No single or partial exercise of any such right or remedy by a Party, and no discontinuance of steps to enforce any such right or remedy, shall preclude any further exercise thereof or of any other right or remedy of such Party. The distributor may also terminate this agreement at any time during the agency period, after giving one month’s notice thereof, if the company fails to execute the orders booked by the distributor or if the medicines supplied by it are sub standard or if the company without just cause withhold the payment of the commission due to the distributor under the agreement … Unless otherwise expressly authorized by the Disclosing Party, the Recipient Party agrees that it and any of its personnel receiving Proprietary Information under this Agreement shall treat such Proprietary Information in strict confidence with the same degree of care applied to its own Proprietary Information of like importance, which it does not wish to disclose, publish, or disseminate to third parties. In the event that the parties cannot agree upon an arbitrator within a [Number day period] day period, each party shall designate an arbitrator and those two arbitrators shall choose a third arbitrator, with that third arbitrator serving as the sole arbitrator of the dispute. 8. The sections of specific interest to pharmaceutical manufacturers are shown in bold. c. Products. This Exclusive Distributor Agreement ("Agreement") is made and effective on this, the 30th day of September, 2005, by and between Laser Shot, Inc., a Texas corporation having offices at 12818 Century Drive, Stafford, Texas, 77477, United States of America ("Company") and Lamperd Less Lethal, Inc., a Canadian … d. Terms of Sale. a. If you’re going to use an already existing distribution agreement sample, you will easily notice them in the text. a. Sample Manufacturer distributor agreement. If your intended distributor only has proven success in a small market, it wouldn't make sense to assign it a large territory and hope it works out. Distributor shall not dispute or contest for any reason whatsoever, directly or indirectly, during the term of this Agreement and thereafter, the validity, ownership or enforceability of any of the trademarks of Company, nor directly or indirectly attempt to acquire or damage the value of the goodwill associated with any of the trademarks of Company, nor counsel, procure or assist any third Party to do any of the foregoing. i. And Pro Distributors, herein referred to as the distributor whose address … All such communications shall be sent to the addresses for each Party as first set forth above, or to such other addresses or numbers as any Party may inform the others by giving [Days prior notice to inform] days prior notice. Exclusive Distribution Definition: All You Need to Know. EXCLUSIVE MASTER DISTRIBUTION AGREEMENT BETWEEN ARGISOLAR SOLUTIONS, INC. AND AGRI-TECHNOLOGIESLLC. f. The Recipient Party acknowledges that the Disclosing Party, because of the unique nature of the Proprietary Information, would suffer irreparable harm in the event that the Recipient Party breaches its obligation under this Agreement and that monetary damages would be inadequate to compensate the Disclosing Party for such a breach. There are many factors that go into creating the ideal distributor arrangement. DISTRIBUTION AGREEMENT. Download OEM manufacturing agreement template -PDF/DOC Instead, pick distributors with proven track records in their respective territories. The Distributorship Agreement (Delaware Sample) below is free to download, customize and print to start your distribution agreement in your small business.. Ultimately, they expire. Subject to the terms and conditions of this Distributor Agreement, Company hereby appoints and grants Distributor the exclusive right to sell and distribute the Products to customers located in the Territory (the “Customers”) and to render other services as a distributor for Company as set forth herein. Subject to the terms and conditions of this Exclusive Distribution Agreement, Supplier appoints Distributor, and Distributor accepts such appointment and agrees to act as Supplier’s exclusive distributor of the Supplier Products (defined below) within the geographical territory defined as follows (the “Territory”):PandaTip: You will want to firmly scope the geographical area where the Distributor is permitted ex… f. Resale of the Products. 13. Sample Basic distributor agreement. If you need help with contracts between manufacturers and distributors, you can post your legal need on UpCounsel's marketplace. Relationships between manufacturers and distributors are organic. This Agreement is the entire agreement and understanding between the Distributor and the Seller and no amendment or changes in it shall be binding unless made in writing and signed by the authorized representatives of the … a. All orders shall be fulfilled by Company within [Number business days of order acceptance] business days of order acceptance. Limitation of Liability. Share it with your network! The Distributor will use best reasonable efforts to distribute the Products in the Territory. No need to spend hours finding a lawyer, post a job and get custom quotes from experienced lawyers instantly. e. Counterparts; Telefacsimile Execution. Sample agreement. c. Disputes. Within [Days of receipt] days of receipt of such Products, Distributor will notify Customer of any shortages, defects, or non-conformance, and Customer will promptly replace such Products free of charge. e. Payment. a. In addition to any other responsibilities stated in this Agreement, Company will: a. provide, at Distributor’s reasonable request and without charge, up to 10 hours of training with regard to any characteristics of the Products that Distributor deems reasonably necessary for Distributor and its employees and agents to fulfill the purposes of Distributor’s appointment. Below is an example of a table of contents for such a standard agreement. EXCLUSIVE DISTRIBUTION AGREEMENT This Exclusive Distribution Agreement (hereinafter the “Agreement”) is made effective as of March ___ 2019, BETWEEN: INFINITY SAV Co., Ltd., registration no. Use this lodger agreement template to create a legal ground for your next tenant or roommate. When the supplier signs a contract with a particular distributor, the supplier cannot enter into an agreement with a different distributor. Such Prices and Volume Discount Prices shall only be subject to increase once per year on each anniversary date of this Agreement, provided (i) Company provides Distributor with at least [Days written notice] days prior written notice of any such increase, and (ii) such increase does not exceed [Percent] of the preceding year’s Prices and Volume Discount Prices nor the lowest price charged to others for the same Product. This agreement is made and entered into on Day of Month, Year by and between Seller (the “Seller”), a company located at Seller' Address and Distributor (the “Distributor”), a company located at Distributor's Address. Trade mark licenses and licensing, i.e. Distributor Option to Renew. State of Alabama. TREX DISTRIBUTOR AGREEMENT ----- THIS AGREEMENT is made as of _____, by and between TREX COMPANY, LLC ... (for example, accidents or abuse while in Distributor's ... devices utilized by the Company, prices, quotes, suppliers, manufacturers, customers with whom the Company deals (or organizations or … Distributor may appoint sub-agents, sub-distributors, sub-representatives or other persons to act on Distributor’s behalf or to otherwise perform any of Distributor’s obligations under this Agreement within the Territory; provided that (i) any compensation to such sub-agent, sub-distributor, subrepresentative or other person to act on Distributor’s behalf or to otherwise perform any of Distributor’s obligations shall be solely Distributor’s responsibility, and (ii) such appointment does not deprive Company of the essential rights to which it is entitled under this Agreement. j. Severability. Prices and Shipment. PandaDoc is not responsible for examining or evaluating such Third Party Materials, and does not provide any warranties relating to the Third Party Materials. This Agreement constitutes the entire and only agreement between the parties hereto and supersedes all previous negotiations, agreements, commitments relating to the sale of Products and shall not be released, discharged, changed or modified in any manner, except by instruments signed by duly … Unless otherwise specifically provided herein, all notices, consents, requests, demands and other communications required or permitted hereunder: (i) shall be in writing; (ii)) shall be sent by messenger, certified or registered U.S. mail, a reliable express delivery service or telecopier (with a copy sent by one of the foregoing means), charges prepaid as applicable, to the appropriate address(es) or number(s) set forth below; and (iii) shall be deemed to have been given on the date of receipt by the addressee, as evidenced by (A) a receipt executed by the addressee (or a responsible person in his or her office), the records of the Person delivering such communication or a notice to the effect that such addressee refused to claim or accept such communication, if sent by messenger, U.S. mail or express delivery service, or (B) a receipt generated by the sender’s telecopier showing that such communication was sent to the appropriate number on a specified date, if sent by telecopier. XX. Being able to focus on this can help you ensure that you and the business that you are transacting with are on the same level or phase when it comes to the … They develop. You might be able to find examples through a distributor association for little to no cost. g. The obligations of the Recipient Party under this Section 6 shall survive termination or nonrenewal of this Agreement for a period of [Number of years] years. Use this free prenuptial agreement as a sample to customize after marrying. This Agreement shall become effective on the date first written above and shall continue in effect for a period of [Number of years in effect] years. Title to the Products shall pass to Distributor upon delivery. UpCounsel only accepts the top 5 percent of lawyers to its site. When you sign an agreement with a new distributor, be sure to pick a manageable territory from the start. Judgment on the award rendered by the arbitrator(s) may be entered by any court having jurisdiction over the dispute. Company is a corporation, duly organized, validly existing and in good standing in [State or Country], and is and will remain in compliance with all applicable laws and regulations in the conduct of its business and, specifically, in its sale of the Products. A contract between manufacturer and distributor is known as a distributor agreement. The Parties will share equally the cost of arbitrating such dispute. Distributor is an independent contractor and is not and shall not be deemed to be an employee, legal representative, dealer, general agent, joint venturer or partner of Company for any purpose. : XXX, registration office: XXX, Gangnam-gu, Seoul, Republic of Korea (hereinafter the “Supplier”) 1. All shipments will be made EXW Company’s facility (Incoterms 2010). Communications Pursuant to this Distributor Agreement and Orders. The agreement is usually between a manufacturer or vendor and a distributor but, in some cases, may involve two distributors or a distributor and some other channel entity.. [Client.FirstName] [Client.LastName][Client.Company], [Sender.FirstName] [Sender.LastName][Sender.Company]. Now, Therefore, in consideration of the foregoing, and of the mutual benefit contained herein, the Parties, intending to be legally bound, agree as follows: a. The Supplier can be an individual or business and is the party that "supplies," or sells, the goods to the Distributor. Distributor is a company duly organized, validly existing and in good standing in Australia, is qualified to do business and in good standing in each jurisdiction located within the Territory and is and will remain in compliance with all applicable laws and regulations in the conduct of its business and, specifically, in its sale of the Products and provision of any services hereunder. Any agreement with such sub-agent, subdistributor, sub-representative or other person shall not extend beyond the term of this Agreement. They grow. Prices are in [Currency]. DISTRIBUTION RIGHTS. b. DISTRIBUTION AGREEMENT. Distributor will be appropriately credited should Distributor make payment related to an order and later determine that it had achieved a greater discount per the above. When you're ready to explore growth opportunities, expand your business gradually. Company understands that its timely acceptance of orders from Distributor hereunder is an important element of this Agreement. The Distributor will be free to utilise the names T-matic® and Thalmayr relative to promotional activities for products produced by The Manufacturer. [Number business days of order acceptance]. h. Exhibits and Schedules. d. Company has all rights, power, and authority to enter into this Agreement, e. Company’s execution of this Distributor Agreement, and Company’s performance of its obligations and duties hereunder, do not and will not violate any agreement to which Company is a party or by which it is otherwise bound, and. The Distributor shall not assign this Agreement without the prior written consent of the Seller. Free Reseller Agreement Templates. The rights granted Distributor hereunder are granted for the following geographical areas and markets. Upon Customer’s acceptance of any order, Distributor shall submit to Customer via wire transfer at least [Percent total order] of the total order price. Distributor shall assign to Company, without charge, any rights in the trademarks of Company that may inure to the benefit of Distributor pursuant to this Agreement or otherwise. The relationship between Manufacturer and Distributor is that of vendor and vendee. Upon completion of this Agreement, or upon written notice from the Disclosing Party, the Recipient Party agrees to return all Proprietary Information in its possession. the Distributor will not be authorised to make any legal or contractual agreements under the name of the Manufacturer without prior agreement. WHEREAS: a) The Seller manufactures certain medical device products … Company manufactures and sells the products listed in Section 1.c below (the “Products”). You may also see Work Agreement Templates. The agreement for distributorship is a sample and you will need to have an agreement … Parties other than PandaDoc may provide products, services, recommendations, or views on PandaDoc’s site (“Third Party Materials”). One of the most serious mistakes to avoid is doing too much too fast. This Agreement may be amended only by a writing signed by each of the Parties, and any such amendment shall be effective only to the extent specifically set forth in such writing. IN WITNESS WHEREOF, this Agreement was signed by the Parties under the hands of their duly authorized officers and made effective as of the date first written above. and. As an example, you have to be critical with what you will include in the mutual confidentiality agreement that you will incorporate in the manufacturing contract. Company desires to appoint Distributor as its exclusive distributor of the Products in the Territory, and Distributor desires such appointment subject to the terms and conditions set forth in this Agreement, including any exhibits or schedules attached hereto. Distributor shall submit to Customer via wire transfer the remaining balance upon receipt of the Products at Distributor’s facility. Any such change shall not apply for any order(s) accepted prior to the effective date of the increase. 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