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Non-Exclusive Distributor Agreement

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This Non-Exclusive Distributorship Agreement (“Agreement”) is made and effective this ______________ (Date), by and between (“Distributor”) ________________________ (Name and Address) and (“Manufacturer”) ____________________________________ (Name and Address).  Manufacturer desires to appoint Distributor, and Distributor desires to accept appointment, as a non-exclusive distributor of Manufacturer’s products within a defined area as set forth herein.

Therefore, in consideration of the mutual agreements and promises set forth herein, it is agreed:

1. Rights Granted.

Manufacturer hereby grants to Distributor the non-exclusive right, on the terms and conditions set forth herein, to purchase, inventory, promote and resell “Manufacturer’s Products” (as defined below) within the following area (the “Territory”):  Nothing herein shall prevent or prohibit Manufacturer from selling any of Manufacturer’s Products to other distributors or directly to customers other than the ones as listed as follows:


2. Products.

The term “Manufacturer’s Products,” in this Agreement, shall mean the products, related service parts and accessories manufactured and/or sold by Manufacturer as follows:


3. Terms of Sale.

All sales of Manufacturer’s Products to Distributor shall be made pursuant to this Agreement at such prices and on such terms, as Manufacturer shall establish from time to time with at least thirty (30) days written notice.  All prices are FOB Manufacturer’s plant or warehouse location, unless otherwise stated in this Agreement.   Risk of loss due to damage or destruction of Manufacturer’s Products shall be the responsibility of the Distributor after delivery to the carrier for shipment.  Manufacturer will select the shipper unless Distributor requests a reasonable alternative.  All orders are subject to acceptance by Manufacturer.  Except as otherwise expressly agreed by Manufacturer in advance, this Agreement shall control all aspects of the dealings between the parties with respect to the Manufacturer’s Products and any additional or different terms in any Distributor order are hereby rejected unless the parties specifically agree to them in advance of shipment and mutually sign another agreement to that effect.

4. Payment.

Distributor shall pay all charges due hereunder within thirty (30) days after the date of Manufacturer’s invoice.  Payment shall be made as shown on the invoice.  Manufacturer may impose a late payment charge of one percent (I.5%) per month on any overdue unpaid balances.

5. Marketing Policies.

Distributor will at all times maintain adequate inventories of Manufacturer’s Products and will promote vigorously and effectively the sale of Manufacturer’s Products through all channels of distribution prevailing in the Territory, in conformity with Manufacturer’s established marketing policies and programs.  Distributor will use its best efforts to sell Manufacturer’s Products to aggressive, reputable, and financially responsible dealers providing satisfactory consumer service throughout Distributor’s primary marketing area.  Distributor is authorized to enter into written agreements with its dealers relating to the purchase, resale and service of Manufacturer’s Products on forms approved by Manufacturer for this purpose.  The risk of collection from dealers, however, is entirely the risk undertaken by the Distributor.  The Distributor may not, under any circumstances, chargeback Manufacturer for unpaid invoices by a dealer or dealers.

6.    Distributor’s General Duties.

A. Distributor shall maintain a place of business in the Territory, including suitable
showroom facilities to display Manufacturer’s Products.  Distributor shall provide
maintenance service on Manufacturer’s Products sold in the Territory, using
qualified personnel and subject to service policies satisfactory to Manufacturer.

B.  Distributor shall hire sales personnel or appoint representatives to introduce, promote, market and sell Manufacturer’s Products in the Territory.  Distributor shall adequately train such personnel and/or representatives.  Distributor shall employ sufficient numbers of sales personnel and/or representatives to market Manufacturer’s Products in the Territory.

C. Distributor agrees not to engage in the distribution promotion, marketing or sale
of any goods or products that compete or conflict with Manufacturer’s Products.  Distributor agrees to supply to Manufacturer a list of items handled by Distributor following Manufacturer’s request to ensure that no conflict exists.

7. Sales Policies.

A. Manufacturer may establish sales quotas, giving reasonable regard to past performance and market potential of the manufacturer’s Products, from time to time.  Distributor agrees to employ sales personnel of demonstrated capacity to attain such quotas and consents to rewards directly to such personnel by Manufacturer in recognition of superior performance.

B. Manufacturer will provide Distributor with merchandising assistance from time to time in the form of advertising programs, product and sales training, and field sales assistance.

C. Distributor agrees to use such assistance in carrying out Manufacturer’s merchandising and sales promotion policies.

8. Advertising Policies.

Manufacturer will cooperate with Distributor and its dealers in providing for continuous and effective advertising and promotion of Manufacturer’s Products throughout the Territory, and Distributor agrees at Distributor’s expense to participate in, actively promote and faithfully comply with the terms and conditions of such cooperative advertising and merchandising programs as Manufacturer may establish and offer to Distributor from time to time.  Nothing herein shall prevent Distributor from separately advertising and marketing the Manufacturer’s Products within the Territory, provided the form and content of the advertising or marketing materials are approved by Manufacturer in advance.

9.    Warranty Policies.

If any of Manufacturer’s Products are proven to Manufacturer’s satisfaction to have been defective at time of sale to Distributor, Manufacturer will make an appropriate adjustment in the original sales price of such product or, at Manufacturer’s election, replace the defective product.  Manufacturer shall provide to Distributor information with respect to Manufacturer’s limited warranty extended to the original consumer of Manufacturer’s Products.  MANUFACTURER MAKES NO WARRANTY TO DISTRIBUTOR, OR ITS CUSTOMERS, WITH RESPECT TO THE PRODUCTS, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

10.    Indemnification.

A. Manufacturer agrees to protect Distributor and hold Distributor harmless from any loss or claim arising out of inherent defects in any of Manufacturer’s Products existing at the time such product is sold by Manufacturer to Distributor, provided that Distributor gives Manufacturer immediate notice of any such loss or claim and cooperates fully with Manufacturer in the handling thereof.

B. Distributor agrees to protect Manufacturer and hold Manufacturer harmless from any loss or claim arising out of the negligence of Distributor, Distributor’s agents, employees or representatives in the installation, use, sale or servicing of Manufacturer’s Products or arising out of any representation or warranty made by Distributor, its agents, employees or representations with respect to Manufacturer’s Products that exceeds Manufacturer’s limited warranty.  Further, in the event that any of Distributor’s dealers shall, with respect to any of Manufacturer’s Products purchased from Distributor, fail to discharge the dealer’s obligations to the original consumer pursuant to the terms and conditions of Manufacturer’s product warranty and consumer service policies, Distributor agrees to discharge promptly such unfulfilled obligations.

11. Order Processing and Returns.

A. Manufacturer will employ its best efforts to fill Distributor’s orders promptly on acceptance, but reserves the right to allot available inventories among distributors and end user customers at its discretion.

B. Except for Manufacturer’s products that are defective at the time of sale to Distributor, Manufacturer shall not be obligated to accept any of Manufacturer’s Products that are returned.  In the event such returns are accepted, Manufacturer may impose a reasonable restocking charge.

12. Financial Policies.

Distributor acknowledges the importance to Manufacturer of Distributor’s sound financial
operation and Distributor expressly agrees that it will:

A. Maintain and employ in connection with Distributor’s business and operations under this Agreement ...

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