Product Distribution Agreement Specifies the distribution of products, including territories, pricing, marketing support, and delivery terms.
This Product Distribution Agreement (the "Agreement") sets forth the terms and conditions between StellarTech Electronics Inc, a [State] corporation, located at [Address] ("Manufacturer") and Horizon Distribution Group LLC, a [State] limited liability company, located at [Address] ("Distributor"). The purpose of this Agreement is to establish the terms and conditions under which Distributor shall distribute, promote, and market electronic devices under the NovaGadgets Series, including, but not limited to, smartphones, tablets, and smartwatches, manufactured by Manufacturer (the "Products").
Manufacturer hereby appoints Distributor as its non-exclusive distributor of the Products within the distribution territories defined herein. Distributor shall use its commercially reasonable efforts to distribute, promote, and market the Products in accordance with the terms and conditions of this Agreement.
2.2. Distribution Territory
The distribution territory shall be the United States of America and its territories (the "Territory").
3.1. Marketing Support
Distributor shall actively and professionally promote, market, and advertise the Products within the Territory. Distributor shall use its best efforts to maximize the sales of the Products. This shall involve, but is not limited to, making presentations, giving product demonstrations, participating in trade shows, and providing training and technical support to dealers and customers within the Territory.
3.2. Sales Efforts
Distributor shall maintain a sales force with adequate knowledge, skill, and experience to effectively sell and support the Products within the Territory. Distributor shall provide Manufacturer with periodic reports detailing its sales efforts, the number of Products sold, and other relevant sales information as reasonably requested by Manufacturer from time to time.
Manufacturer shall provide Distributor with the prices of the Products, as well as any discounts, rebates, or other incentives available to Distributor (collectively, the "Prices"). The Prices are subject to change upon  days' prior written notice from Manufacturer to Distributor.
4.2. Payment Terms
Distributor shall pay Manufacturer for the Products in accordance with Manufacturer's payment terms, as may be amended from time to time upon written notice. Any amounts not paid by Distributor when due shall accrue interest at a rate equal to the lesser of [1.5%] per month or the maximum rate allowed by law.
Manufacturer shall deliver the Products to Distributor FOB (Free on Board) at Manufacturer's designated facility. Title to the Products, other than any software contained therein, and risk of loss shall pass to Distributor upon delivery to the carrier for shipment to Distributor. Distributor shall bear all costs of transportation and insurance.
Distributor shall promptly inspect all delivered Products and give written notice to Manufacturer of any shortage, damage, or other nonconformity within  days after receipt. Any such notification shall specify the nature of the nonconformity and whether Distributor is seeking repair, replacement, or refund for the nonconforming Products. Failure to give such notice within the specified time period shall constitute an irrevocable acceptance of the Products.
Manufacturer warrants to Distributor that the Products, under normal use, shall be free from defects in materials and workmanship for a period of one (1) year from the date of original purchase. Manufacturer's sole obligation under this warranty shall be, at its option and expense, to repair or replace the defective Products.
Distributor may return any defective Products to Manufacturer for repair, replacement, or refund, as appropriate, in accordance with the Manufacturer's standard warranty terms and conditions.
Manufacturer grants to Distributor a limited, non-exclusive, non-transferable license to use the Manufacturer's trademarks, trade names, and other intellectual property rights solely in connection with the advertising, promotion, and sale of the Products within the Territory during the term of this Agreement, subject to Manufacturer's prior written approval of all such uses.
This Agreement shall commence on the Effective Date and shall continue for a period of  years unless terminated earlier in accordance with the terms herein (the "Term"). This Agreement shall automatically renew for additional -year periods unless either party gives written notice of non-renewal at least  days before the end of the then-current Term.
8.2. Termination for Cause
Either party may terminate this Agreement upon written notice to the other party in the event the other party materially breaches this Agreement, and such breach has not been cured within  days after receipt of written notice thereof.
This Agreement shall be governed by and construed in accordance with the laws of the United States of America and the State of [Governing State], without regard to conflicts of law principles. Each party agrees to comply with all applicable laws, regulations, and export restrictions in connection with its performance under this Agreement.
10.1. Entire Agreement
This Agreement, along with any attachments and exhibits hereto, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior negotiations, understandings, and agreements, whether written or oral. This Agreement may only be amended by a written document signed by both parties.
Neither party may assign any of its rights or obligations under this Agreement without the prior written consent of the other party, except that Manufacturer may assign its rights and obligations under this Agreement without consent in connection with a merger, acquisition, or sale of substantially all of its assets.
All notices, requests, and other communications hereunder must be in writing and will be deemed duly given and received when delivered personally, sent by certified or registered mail, return receipt requested, or sent by overnight courier to the addresses of the parties set forth in this Agreement or to such other addresses as either party may designate by notice to the other party in the manner provided herein.
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