Distributor Agreement <Name of Supplier Company>
Disclaimer- SingaporeLegalAdvice.com is owned and operated by First World Problems Pte Ltd.
- First World Problems Pte Ltd is not a law firm. All template documents are provided for reference and information only and do not constitute legal advice. First World Problems Pte Ltd makes no warranty as to the validity or efficacy of any legal document, or to its legal effect. Template legal documents are generic and are not suited or designed for complex or novel situations. In these cases you should seek legal advice from a lawyer. First World Problems Pte Ltd accepts no liability for damage or loss of any kind which results from the use of or reliance on template legal documents provided through SingaporeLegalAdvice.com, howsoever that damage or loss may be caused.
- By downloading and making use of this document, you agree to these terms.
Instructions
- You should alter the terms of the contract to address your specific business needs.
- This document is designed to be a paper form to be signed by hand – users should fill in the ______spaces with the appropriate details prior to printing this document.
- For more information on Distributor Agreements, visit this link to access a handy guide provided by SingaporeLegalAdvice.com.
Page 1 of 6
Distributor Agreement <Name of Supplier Company>
DISTRIBUTOR AGREEMENT
This EXCLUSIVE DISTRIBUTOR AGREEMENT dated <Agreement Date> (“this Agreement”)
BETWEEN:
<Name of Supplier Company>, whose principal place of business is located at <Supplier Company Address>, (hereinafter, “the Supplier”)
and
<Name of Distributor Company>, whose principal place of business is located at <Distributor Company Address>, (hereinafter, “the Distributor”)
(each a “Party” and collectively, the “Parties”)
RECITES:
- The Distributor agrees to be an exclusive distributor of the Supplier for certain products; and
- The Supplier wishes to sell its products through the Distributor on a continuing basis on the terms and conditions set forth below.
NOW, THEREFORE, in consideration of the mutual agreements and covenants, the Supplier and Distributor agree as follows:
- DEFINITIONS
1.1“Confidential Information” means all information, documentation or knowledge in any form, relating to the business and assets of the Supplier, not generally known to the public, disclosed to, or which may be obtained directly or indirectly by the Distributor, or which may be derived in any way by it as a consequence of the performance of its obligations hereunder; including, but not limited to, <Examples of Confidential Information; e.g. product designs, inventions, manufacturing procedures, marketing techniques etc.>
1.2“Customers” means any person or business entity who purchases or leases Products from theDistributor.
1.3“Products” means the finished products manufactured and sold by the Supplier as set forth more specifically in Annex <?>.
1.4“Territory” means the country of Singapore.
1.5“Other terms>” means <Corresponding Definition>.
- APPOINTMENT
2.1 Subject to the terms and conditions of this Agreement, the Supplier appoints the Distributor, and the Distributor hereby accepts such appointment, as the Supplier’s exclusive authorised distributor for sale of the Products to the Customers in the Territory.
- DISTRIBUTOR RESPONSIBILITIES
2
3
3.1Minimum purchase. The Distributor shall order and purchase a minimum of ____ Products from the Supplier in accordance with the Order Procedure under Annex <?>.
3.2Maintaining inventory. The Distributor shall maintain an inventory of Products that is sufficient to enable the Distributor to perform its obligations hereunder. At a minimum, such inventory shall include not less than the quantity of Products necessary to meet Distributor’s reasonably anticipated demands for a ____day period.
3.3Advertising and Marketing. The Distributor shall use its best efforts, consistent with prudent business practice, and devote such resources as may be reasonably necessary, to conduct a marketing and advertising programme to promote the sale of the Products.
3.4Reports. The Distributor shall submit periodical reports of the sales of the Products every ____ months in accordance to Annex <?>.
3.5After-sales service. The Distributor shall provide after-sales service providing repair services and <Other After-sales Services> to the Customers.
3.6Compliance. The Distributor shall comply with all applicable laws and regulations currently operating in the Territory relating to the sale, distribution and promotion of the Products. The Distributor shall not export, directly or indirectly, any Products or related information with obtaining all required license and approvals from the appropriate government agencies.
3.7No modification to Products. The Distributor shall not modify or change the Products in any way without the express prior written consent of the Supplier.
- SUPPLIER RESPONSIBILITIES
4
4.1Supply. The Supplier shall supply the Distributor sufficient Products to enable the Distributor to meet the full demand for the Products in the Territory.
4.2Information on Products. The Supplier shall provide the Distributor with sufficient information, materials, manuals and other technical documents as is reasonably necessary to enable the Distributor to perform its obligations hereunder.
4.3Technical support. The Supplier shall provide the Distributor such technical support as the Distributor may reasonably request throughout the term of this Agreement.
- PRICING TERMS
5
5.1Purchase price. The prices for the Products, and any discounts thereto, are set forth in Annex <?>.
5.2Price modifications. The Supplier reserves the right to change prices or discounts applicable to the Products in its sole discretion. The Supplier shall give the Distributor of any changes in price at least _____ days prior to the effective date thereof.
- PAYMENT TERMS
All payments by the Distributor to the Supplier shall be in Singapore dollars via:
- Bank letter of credit <Details>
- Bank wire transfer <Details>
- <Any other accepted mode of payment>
Payments shall be made by the Distributor within _____ days from the date of delivery to the Distributor’s warehouse.
- PRODUCT RIGHTS
The Distributor acknowledges and agrees that the Supplier owns all of the Intellectual Property (IP) rights and other Proprietary Rights in the Products. The use by the Distributor of the IP rights and the Proprietary Rights is authorised and effective for the term of this Agreement only for the purposes herein set forth:
- Advertising, marketing and promotional activities under the Products’ trademarks, service marks, and trade names
- <Other permitted usage of Product Rights>.
- NON-DISCLOSURE
6
7
8
8.1Non-disclosure. The Parties shall treat as confidential all Confidential Information, and shall not use such Confidential Information except as set forth herein. The Parties shall use reasonable efforts not to disclose such Confidential Information to any third party. The Parties shall promptly notify the other party of any actual or suspected misuse or unauthorised disclosure of the other party’s Confidential Information.
8.2Exceptions. Notwithstanding the above, the Parties shall have liability to the other party with regard to any Confidential Information which the receiving party can prove:
- was in the public domain at the time it was disclosed or has entered the public domain through no fault of the receiving party;
- was known to the receiving party at the time of disclosure;
- <Any other Exceptions>.
- NON-COMPETITION
The Distributor shall not distribute, sell or solicit orders within the Territory for any products which are competitive with the Products without the express written consent of the Supplier.
- TERMINATION
This Agreement may be terminated by either party for any reason or no reason, by giving the other party written notice _____ days in advance.
Upon termination of this Agreement, the Distributor shall make such disposition of price lists, unsold products and other materials as the Supplier may direct.
- GENERAL
9
10
11
11.1Applicable law and governing jurisdiction
This Agreement shall be governed by and construed in accordance with the laws of Singapore.
11.2Entire agreement clause
This Agreement, including all Annexes attached hereto, constitutes the entire agreement and understanding between the Parties with respect to all matters herein and supersedes all prior oral or written agreements and understandings between the Parties with respect thereto.
11.3Prohibition against assignment
Neither this Assignment nor any rights or obligations of the Distributor hereunder shall be assignable or transferable by the Distributor, in whole or in part, by operation of law or otherwise, without the prior written consent of the Supplier.
11.4Amendments
This Agreement may not be modified or amended except by an instrument in writing executed by each of the Parties.
11.5No Waiver
None of the terms of this Agreement shall be deemed to be waived by any act or acquiescence on the part of either Party, their agents or employees, but may be waived only by an instrument in writing signed by the waiving party. No such waiver shall be deemed a waiver of any other existing or subsequent breach.
WHEREFORE, the Parties acknowledge that they have read and understood this Agreement and voluntarily accept the duties and obligations set forth herein.
Signed by <Name of Distributor> OR on behalf of <Name of Authorised Representative of Distributor:
______
Signature/Date
Signed by <Name of Supplier> OR on behalf of <Name of Authorised Representative of Supplier>:
______
Signature/Date
Page 1 of 6