Master distributor agreement template

Following the Initial Term, this Agreement shall renew. Agreement immediately, without prejudice to any other legal rights to which such. A the defaulting party fails to take. B such default is not cured within If either party commits a breach or a default of this Agreement, no. Agreement or now or hereafter existing at law or in equity or by statute. Alliance Wholesalers. ABI shall specify the brand, package and quantity of.

ABI shall not, without the prior written consent of Redhook, sell any Product acquired hereunder outside the Territory or to any party other than an Alliance Wholesaler. Redhook acknowledges that ABI is not guaranteeing any level of Product sales; and that ABI's obligations under this Agreement are limited to making the Products available to the Alliance Wholesalers, it being understood that Redhook assumes full responsibility for creating demand for the Products.

Except for Product shipped directly by Redhook as set forth in Section With respect to any Product, howsoever shipped, the difference between the respective a and b shall be referred to as the "Purchase Price". Redhook shall have the right at any time in its sole discretion to modify such Scheduled Price, such new pricing to become effective for all deliveries to ABI not less than 30 days after date of written notice to ABI of such price modifications. However, ABI shall have the right to re-sell the Product to Alliance Wholesalers at such prices and on such terms and conditions as ABI may, in its sole discretion, determine from time to time.

ABI shall be entitled to set off against such payments any amounts owed to ABI for defective Products including without limitation, any costs of disposing of such defective Product , or which are due ABI from Redhook pursuant to the terms of this Agreement or otherwise. In the event that any Alliance Wholesaler does not pay to ABI the purchase price with respect to any Products purchased by such Alliance Wholesaler within 60 days after delivery thereof, at the option of Redhook, ABI shall assign all of its rights to Redhook against such Alliance Wholesaler relating to the purchase price for such Products.

Under such circumstances, it is the intention of the parties to comply with the requirements of such laws, without such compliance being a breach of this Agreement. Under such circumstances, Redhook and ABI shall in good faith negotiate a periodic adjustment to the Purchase Price, other affected provisions hereof and the procedures set forth herein where it is permissible to do so, in an amount necessary to restore the same economic benefits Redhook and ABI would have received had the above pricing mechanisms been in effect.

In particular, the parties agree that notwithstanding the other provisions in this Agreement, in the State of Washington, AB shall acquire no title to any Product to be sold and Redhook shall sell Product directly to wholesalers pursuant to agreements between such wholesalers and Redhook at prices and on terms determined by Redhook and such wholesalers.

Such payment shall be made contemporaneously with the payment set forth in Section 4. For purposes of determining the Margin, the parties agree that Schedule 4. The parties agree that for purposes of determining Incremental Margin to be paid by Redhook in , the calculations set forth in Section 4.

Company warrants and represents that the Products will be free from defects in design, materials, and workmanship and conform with any specifications provided. Neither Party is subject to any pending or threatened litigation or governmental action that could interfere with its performance of this Agreement.

The terms of this agreement are the binding legal obligation of each Party and are enforceable in accordance with the applicable laws. Distributor agrees that it will diligently perform the services and obligations detailed in this Agreement. The operations of Distributor are under its sole and exclusive control, including without limitation supervision of, and liability for expenses incurred with respect to, employees. The Distributor will use best reasonable efforts to distribute the Products in the Territory.

Unless otherwise expressly authorized by the Disclosing Party, the Recipient Party agrees that it and any of its personnel receiving Proprietary Information under this Agreement shall treat such Proprietary Information in strict confidence with the same degree of care applied to its own Proprietary Information of like importance, which it does not wish to disclose, publish, or disseminate to third parties.

In no event will the Recipient Party divulge, in whole or in part, such information to any third party without the prior written consent of the Disclosing Party; provided, further, that any third party must also agree in writing to restrictions comparable to those provided in this Section 6.

The Recipient Party may disclose the Proprietary Information to the extent required by a valid order by a court or other governmental body or by applicable law; provided, however, that the Recipient Party will use all reasonable efforts to notify Disclosing Party of the obligation to make such disclosure in advance of the disclosure so that Disclosing Party will have a reasonable opportunity to object to such disclosure.

It is understood that all Proprietary Information disclosed under this Agreement, is, and shall remain, the property of the Disclosing Party. Upon completion of this Agreement, or upon written notice from the Disclosing Party, the Recipient Party agrees to return all Proprietary Information in its possession.

The Recipient Party acknowledges that the Disclosing Party, because of the unique nature of the Proprietary Information, would suffer irreparable harm in the event that the Recipient Party breaches its obligation under this Agreement and that monetary damages would be inadequate to compensate the Disclosing Party for such a breach.

The Parties agree that, in such a circumstance, the Disclosing Party shall be entitled, in addition to such monetary relief as may be applicable, to injunctive relief as may be necessary to restrain any continuing or further breach by the Recipient Party, without showing or proving any actual damages sustained by the Disclosing Party. The obligations of the Recipient Party under this Section 6 shall survive termination or nonrenewal of this Agreement for a period of [ Number of years] years.

For the avoidance of doubt, the customer and subdistributor lists of Distributor shall be deemed to constitute Proprietary Information under this agreement. Effective Date and Duration. This Agreement shall become effective on the date first written above and shall continue in effect for a period of [Number of years in effect] years.

Distributor Option to Renew. Distributor shall have the option to renew this Agreement for an additional [ Additional number year] year period by providing prior written notice to Company within [ Number days end of period] days of the end of the initial period of this Agreement.

Obligations After Termination. In the event that this Agreement is terminated or expires on its own terms, Company shall have no further responsibilities to Distributor except that in the event the Agreement terminates for any reason other than a breach hereof by Distributor, Company shall be obligated to process orders accepted by Company prior to the effective date of such termination or expiration or within [ Days after termination] days thereafter.

Notwithstanding anything to the contrary set forth herein, no termination of this Agreement shall relieve any Party from any obligations hereunder which are outstanding on or relate to matters or claims occurring or arising prior to, the date of such termination or which survive such termination by their own terms or nature. Limitation of Liability. No such inability to deliver or delay in delivery shall invalidate the remainder of this Agreement. Trademarks Distributor shall not dispute or contest for any reason whatsoever, directly or indirectly, during the term of this Agreement and thereafter, the validity, ownership, or enforceability of any of the trademarks of Company, nor directly or indirectly attempt to acquire or damage the value of the goodwill associated with any of the trademarks of Company, nor counsel, procure or assist any third Party to do any of the foregoing.

Distributor shall assign to Company, without charge, any rights in the trademarks of Company that may inure to the benefit of Distributor pursuant to this Agreement or otherwise.

Reference Exhibit 1 for quarterly purchase requirements. Dollars 5. Price and Terms of Sale A. Price of Products. Master Distributor shall purchase the Product at the prices set forth on the Price Schedule attached as Exhibit 2 the "Price Schedule". The Price Schedule does not include Master Distributor taxes, duties, licenses, excises and tariffs, which shall be paid by the Master Distributor.

Change in price of Products. Manufacturer may, from time to time, change the Price Schedule in its sole discretion after providing Master Distributor with sixty 60 days written notice of such change.

Payments Free of Taxes, Withholding, etc. Master Distributor shall pay any and all taxes and any other surcharges, fees, licenses and other amounts charged or payable in connection with the importation of the Products into, and the sale of Products within, the Territory. Payment Terms. The Master Distributor shall pay for the Product by wire transfer the purchase price prior to Manufacturer making the shipment available to Master Distributor EXW Manufacturer's shipping dock, Boynton Beach, Florida, or by Letter of Credit initially at 30 days after shipment and at some later period, 7 days after shipment.

The Carrier will be selected and shipment scheduled by PFTI, unless Master Distributor requests a reasonable alternative which does not negatively affect or delay shipment. PFTI will employ its best efforts to fill Master Distributor's orders promptly on acceptance, but reserves the right to allot available inventories among Master Distributors at its discretion.

PFTI will accept returns of products that are defective at the time of sale to Master Distributor or prove defective during the warranty period. PFTI will also allow Master Distributor to return salable goods to The Company, but only within the policy established for returned goods, shown below. Maintain and employ in connection with Master Distributor's business and operations under this Agreement such working capital and net worth as may be required to enable Master Distributor properly and fully to carry out and perform all of Master Distributor's duties, obligations and responsibilities under this Agreement; B.

Shipments and contract may be suspended at PFTI's discretion in the event that Master Distributor fails to promptly and faithfully discharge any obligation in this Section.

Termination A. Create your profile today and gain access to free marketing and practice management tools. Once your profile is complete, you will be reviewed for the UpCounsel Marketplace where approved attorneys can find and manage new or existing clients, backed by the UpCounsel guarantee. If you do not see an email from UpCounsel in the next few minutes, please check your spam box.

Add: noreply upcounsel. This will help ensure future email delivery. Distribution Agreement A distribution agreement defines the terms and conditions that a distributor follows for selling products provided by a supplier. Share this document Download for free. In consideration of the foregoing, and of the mutual benefit contained herein, the Parties, intending to be legally bound, agree as follows: Products 1. Territory 2.

Pricing 8. Terminating the Agreement The Supplier has the right to terminate this Agreement with 60 days written notice in the event that the Distributor: a. Changes or is affected by a change in the majority ownership of its business Upon the Agreement's termination, the Supplier can repurchase or cause its successor to purchase the Distributor's existing inventory of Supplier's Products at the Distributor's laid-in cost, providing the Distributor has stored and maintained the Products in a saleable condition General Clauses Was this document helpful?

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