The order from the distributor`s supplier to Section 1 of this agreement is an exclusive date for the distribution of products in the territory. The supplier is not authorized to promote, recruit and sell supplier products independently, to support supplier products or to designate additional distributors for supplier products in the territory. You can impose a minimum revenue requirement on the distributor to ensure that it tries to sell to as many customers as possible in the market in question. Or you can impose an obligation on the merchant to buy a minimum amount of goods from you. Some of the distributor`s tasks will be similar to those of the representative in an agency agreement. The distribution agreement contains conditions contained in a normal goods sales contract, since the supplier sells the goods to the distributor. The agreement should be fixed on issues such as: Distributor establishes the selling price and royalties, to which supplier products sold or conceded by it in the territory. The distributor is solely responsible for the costs associated with the distribution of supplier products, including distribution fees, import duties, all bank fees, shipping and processing fees, installation or other operating costs, borrowing charges, transfer fees and other payment and tax charges, but which are determined , except that the distributor is not responsible for taxes based on the supplier`s revenues. This agreement and the attached statement (which is expressly included in this reference) contain the full and comprehensive agreement between the parties regarding the purpose of this agreement.
It replaces all previous negotiations, submissions and proposals, in writing or any other means, relating to its purpose. Changes, amendments or amendments to this agreement must be established by a text signed by the authorized representatives of both parties. The distributor recognizes and accepts that any failure of the supplier to impose at any time or for a certain period of time is not considered or interpreted as a waiver of these provisions or as the supplier`s right to apply each of these provisions. This agreement can be concluded in several counter-pieces, each being considered original. The provisions of this contract, which are not fully met by the express terms of this agreement for the duration of the agreement, remain beyond the termination of that agreement, to the extent that this is applicable. In addition, the non-performance of the minimum sales objectives, in accordance with the terms of the contract, could constitute a serious breach of the contract, which provides for the immediate termination of the contract without notice. It found that the distributor`s sales in 2008, 2009 and 2010 were significantly less than the value provided for in the contract and concluded that the supplier was entitled to avail itself of a serious breach by its distributor to terminate the contract without notice. The Paris Court of Appeal dismissed this action for damages. In particular, it drew attention to the existence of a clause allowing the distributor to achieve certain sales objectives and to the existence of another clause stipulating that the performance of the contract could be immediately suspended „in the event of a serious and gross breach of a contractual clause“.
Are you going to name the distributor on an exclusive or non-exclusive basis – is he the only person authorized to sell your products in this area? Even if you agree to an exclusive agreement, you should reserve some existing customers for direct use, in which case you refer to it in the agreement.