Distribution Agreement - Distributor's Version

This Distribution Contract - Distributor's Version regulates and records the relationship between a manufacturer (i.e. supplier) and its distributor where the manufacturer is appointing the distributor to resell the manufacturer's  product/s into a particular territory.

The data protection provisions in this document have been updated with reference to the UK GDPR.

The template can be used whether you are appointing the distributor on an "exclusive" or "sole" or "non-exclusive" basis. Footnotes explain how to edit the document to cover the option you require. In short you will need to state which option you require in Recital A, Clause 2.1 and Clause 2.3, and then you will need to include all of Clause 2.3 to make the appointment "exclusive", or delete all of Clause 2.3 to make it "non- exclusive", or include all of Clause 2.3 except for Sub-Clause 2.3.3 to make it "sole". 

This template is only suitable for use where both parties are based and operate in the UK, and delivery of products by the manufacturer to the distributor, and by the distributor to its customer, is only in territory comprising (all or part/s of) the UK.

This template is designed to favour the Distributor. Its terms and liability clauses are less onerous on the Distributor than the Manufacturer's version which protects the Manufacturer. It does not provide for the setting of minimum targets. If you wish to include such targets in your Agreement please adopt the relevant clauses from the Manufacturer's version which is also available.

This document contains clauses and a schedule concerned with training and services to be provided by the Manufacturer to the Distributor. These provisions may not be relevant for products such as consumables etc. and can be removed if they are not appropriate.

This Distribution Contract - Distributor's Version contains the following Clauses:

1. Definitions and Interpretations
2. Appointment
3. Supply of the Products
4. Distributor's Obligations
5. Conditions of Sale
6. Services
7. Support and Training
8. Trademarks and Packaging
9. Payments and Records
10. Duration and Termination
11. Effects of Termination
12. Confidentiality
13. Liability
14. Indemnity
15. Force Majeure
16. Data Protection
17. Data Processing
18. Nature of the Agreement
19. Costs
20. Notices and Services
21. Relationship of the Parties
22. Set off
23. Arbitration
24. Applicable Law and Jurisdiction

and Schedules:

1. Products 
2. Prices  
3. Trade Marks 
4. Services  
5. Privacy Notices

This document is in open format. Either enter the requisite details in the highlighted fields or adjust the wording to suit your purpose.

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