Product Reseller Agreement

by Practical Law Commercial Transactions

A Standard Document that provides a party-neutral framework for a non-exclusive product resale agreement between a product supplier and a reseller. This Standard Document outlines the terms and conditions under which the reseller is appointed to market and sell the supplier's products to end-user customers within a specific territory. Key provisions address the scope of the non-exclusive appointment, reseller and supplier obligations, competitive product considerations, and the process for ordering and purchasing products, including forecasts and purchase orders. It also covers critical commercial terms such as pricing, payment, shipping and delivery, inspection and acceptance, and limited product warranties under the Uniform Commercial Code (UCC). Furthermore, this Standard Document includes clauses for the use of trademarks, confidentiality, indemnification, and limitation of liability. It can be adapted for negotiations to favor either the supplier or the reseller, making it a versatile tool for structuring business-to-business resale arrangements in the US.