Product Distribution and Supply Agreement An agreement governing the distribution and supply of products, specifying production, distribution, pricing, and supply terms.
Subject to the terms and conditions of this Agreement, Manufacturer hereby appoints Distributor as its non-exclusive distributor for the sale, marketing, and distribution of Manufacturer's consumer electronics and accessories products (the "Products") set forth in Exhibit A, to various retailers and online platforms within the territory of the United States (the "Territory").
Distributor shall purchase and sell the Products in accordance with the terms and conditions of this Agreement. Distributor's rights and obligations under this Agreement are non-exclusive, non-transferable, and non-assignable.
Manufacturer shall produce and supply the Products in accordance with the specifications, quality standards, and other requirements set forth in this Agreement or as mutually agreed upon by the Parties in writing from time to time.
Manufacturer shall sell and deliver the Products to Distributor at the prices set forth in Exhibit A, or such other prices as may be mutually agreed upon by the Parties in writing from time to time. All amounts due under this Agreement shall be in United States dollars, and unless otherwise agreed upon in writing, are exclusive of applicable taxes.
2.3. Delivery and Acceptance
Manufacturer shall deliver the Products to Distributor at the location(s) specified in each purchase order issued by Distributor. The delivery of Products shall be made by the Manufacturer on mutually agreed Incoterms. Distributor shall inspect each shipment of Products promptly upon receipt and shall notify Manufacturer in writing of any quantity discrepancies or quality deficiencies within ten (10) business days of receipt. If Distributor fails to provide timely notice, it shall be deemed to have accepted the shipment without any claim or reservation of rights.
2.4. Supply Obligations
Manufacturer shall use its best efforts to ensure the timely and adequate supply of Products to Distributor in accordance with Distributor's reasonable requirements and purchase orders. If Manufacturer is unable to supply all or part of a purchase order, it shall promptly notify Distributor, and the Parties shall in good faith agree upon a modified delivery schedule to meet Distributor's requirements.
3.1. Intellectual Property
Manufacturer grants to Distributor a limited, non-exclusive, non-transferable, and non-assignable license to use Manufacturer's trademarks, trade names, and other intellectual property solely for the purpose of marketing, promoting, and distributing the Products in the Territory during the term of this Agreement. Distributor shall use such intellectual property in accordance with Manufacturer's guidelines and consistent with Manufacturer's rights therein.
Each Party agrees to treat all of the other Party's non-public business and technical information disclosed to it as confidential and to take reasonable precautions to prevent unauthorized use or disclosure of this information. Neither Party shall use or disclose the other's confidential information, except as necessary for the performance of its obligations or the exercise of its rights under this Agreement.
This Agreement shall commence on the Effective Date and shall continue for a period of ____(__) years (the "Initial Term"), unless earlier terminated in accordance with its terms. This Agreement may be renewed for successive ____(__) year periods (each, a "Renewal Term") upon mutual written agreement of the Parties.
4.2. Termination for Cause
Either Party may terminate this Agreement upon written notice to the other Party if the other Party: (i) commits a material breach of this Agreement that is not cured within thirty (30) days after receipt of written notice thereof; (ii) becomes insolvent or is unable to pay its debts as they mature; or (iii) enters into or files a petition for any bankruptcy, insolvency, or similar proceeding.
4.3. Effects of Termination
Upon termination of this Agreement, each Party shall, subject to any payments or other rights or remedies due to it: (i) immediately cease all use of the other Party's intellectual property; (ii) return or destroy all of the other Party's confidential information in its possession or control; and (iii) cooperate in good faith to wind down any obligations and responsibilities arising out of this Agreement, including the fulfillment of outstanding purchase orders.
5.1. Governing Law
This Agreement shall be governed by, and construed in accordance with, the laws of the United States and the laws of the State of ____________, without regard to conflict of laws principles.
5.2. Dispute Resolution
Any dispute arising out of or relating to this Agreement, including any question regarding its existence, validity, or termination, shall be finally resolved by arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules. The place of arbitration shall be ____________, and the language of the arbitration shall be English.
All notices and other communications under this Agreement shall be in writing and shall be deemed duly given when personally delivered or sent by certified mail, return receipt requested, or by email, with confirmation of receipt, to the respective addresses or email addresses of the Parties set forth in this Agreement or such other addresses as may be specified by a Party in writing.
6.2. Entire Agreement
This Agreement, together with any attached exhibits, contains the entire understanding of the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, whether oral or written.
This Agreement may only be amended in writing, signed by both Parties hereto.
6.4. No Waiver
No waiver of any provision of this Agreement by either Party shall be deemed a waiver of any other provision, nor shall any waiver or any default under any provision be deemed a waiver of any subsequent default of the same or any other provision.
This Agreement may be executed in one or more counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument.
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