Distribution Agreement (Pro-Supplier, Short Form)

by Practical Law Commercial Transactions

A Standard Document presenting a short-form distribution agreement between a product supplier or manufacturer and a distributor. Drafted in favor of the supplier, this Standard Document provides a versatile framework that can be adapted for either an exclusive or non-exclusive relationship in a designated territory. It addresses core obligations for both parties, such as the distributor's duties regarding marketing and inventory management and the supplier's role in providing marketing support. The agreement details essential terms of sale, including the purchase order process, shipment and delivery logistics, pricing structures, and payment conditions. It also establishes a limited product warranty with significant disclaimers. Key supplier-protective provisions are included, covering confidentiality, unilateral indemnification, and a strict limitation of liability. This Standard Document also outlines term and termination rights, including a strategic option for the supplier to repurchase remaining inventory upon the agreement's expiration or termination, providing crucial post-relationship control.