Distribution Agreement (Pro-Supplier)

by Practical Law Commercial Transactions

A Standard Document for a non-exclusive distribution agreement between a product manufacturer or producer (supplier) and a distributor, drafted in the supplier's favor. This Standard Document establishes the framework for the sale and resale of products within a defined territory. It outlines the key obligations of both the supplier and the distributor, including the distributor's responsibilities for marketing, sales efforts, inventory management, and after-sales services. The agreement details the terms of sale, covering order procedures, purchase orders, shipment and delivery, pricing, and payment. It also provides for a non-exclusive trademark license grant, allowing the distributor to use the supplier's trademarks in connection with promoting and reselling the products. Key protective provisions for the supplier are addressed, such as a limited product warranty, disclaimers, robust indemnification from the distributor, and a limitation of liability. This Standard Document also contemplates practical operational matters, including the appointment of subdistributors, product recalls, and post-termination inventory disposition.