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INTERNATIONAL DISTRIBUTION CONTRACT SAMPLE

 

 

DATE: ............................................................................................................................................

 

BETWEEN:

................................. [company legal name] whose registered office is at ..................................... [address, city and country] and registration/fiscal number is .............................., represented by ............................................................. [surname and first name, position] (hereinafter referred to as “the Supplier”),

 

AND:

................................. [company legal name] whose registered office is at ..................................... [address, city and country] and registration/fiscal number is .............................., represented by ............................................................. [surname and first name, position] (hereinafter referred to as “the Distributor”). 

 

PREAMBLE [Parties may include a preamble explaining the activities of each and describing the history of their relationship, if for example the contract continues a prior relationship]. 

.........................................................................................................................................................

.........................................................................................................................................................

 

IT IS AGREED AS FOLLOWS: 

 

1.            PRODUCTS AND TERRITORY

Alternative A. The Supplier, by virtue of manufacturing and/or commercializing the products known as ................................................. (hereafter, “the Products”), declares full ownership rights thereto, and grants to the Distributor the right to promote and commercialize them within the territory known as ...................................... (hereafter, “the Territory”). 

Alternative B. The Supplier, by virtue of manufacturing and/or commercializing the products described in Annex 1 of the present Contract (hereafter, “the Products”), declares full ownership rights thereto, and grants to the Distributor the right to promote and commercialize them within the territory specified in Annex 1 (hereafter, “the Territory”).

 

2.            OBLIGATIONS OF THE DISTRIBUTOR

The Distributor shall purchase and sell under its own name and on its own account the Products provided by the Supplier within the Territory. The Distributor shall not act under the name or on the account of the Supplier without the latter’s previous authorization in writing to that end. Similarly, the Distributor shall not make any modification to the products covered by the present Contract.

 

3.            EXCLUSIVITY

Alternative A. For the duration of the present Contract, the Supplier grants the Distributor the exclusive right to commercialize and sell the Products within the Territory. Should the Supplier sell any other product within the Territory, they shall inform the Distributor in order to determine the possibility of including it in the products described in ................... [Clause 1 (for Alternative A of Clause 1) or Annex 1 (for Alternative B of Clause 1)] of the present Contract. 

Alternative B. For the duration of the present Contract, the Supplier grants the Distributor the exclusive right to commercialize and sell the products within the Territory. The Supplier may nonetheless negotiate and sell directly within the Territory to potential clients meeting the requirements established in Annex 2 of the present Contract. 

Alternative C. For the duration of the present Contract, the Supplier may commercialize and sell the Products within the Territory, either directly or through other agents. The Distributor shall not be entitled to receive any sort of payment for such sales.

 

4.            DIRECT SALES

In the case of sales operations with clients located within the Territory, and in which the Distributor does not wish to participate: 

Alternative A. The Distributor shall inform the Supplier and make known the details of the client without entitlement to commission of any kind.

Alternative B. The Distributor may act as an intermediary, thereby being entitled to commission equivalent to .......... % of the value of the sales operation once complete.

 

5.            SALES OUTSIDE THE TERRITORY

The Distributor hereby pledges not to procure clients, advertise, sell or keep stocks outside the Territory. The Distributor shall decline to sell any client located within the Territory when there is reason to believe that the Products may thereby be resold outside the Territory. The Supplier shall also decline to sell to any client located outside the Territory when there is reason to believe that the Products may thereby be resold within the Territory.

 

6.            COMMITMENT NOT TO COMPETE

Alternative A. The Distributor shall not manufacture, distribute or represent any kind of product which may compete directly with the Products without previous authorization in writing from the Supplier. To this end the Distributor declares that on the date of the signing of the present Contract, it acts as an agent or distributor for the companies and products detailed in the Annex 3 of this Contract. The commitment not to compete shall be upheld throughout the duration of the present Contract and for .......... years after its completion. 

Alternative B. For the duration of the present Contract the Distributor may manufacture, distribute or represent products similar to those of the Supplier, on condition that the Distributor informs the Supplier of such activity.

 

7.            MINIMUM SALES TARGETS

Both parties may undertake annually to establish a minimum sales targets for the following year of Contract which shall be explicit in the Annex 4 of the present Contract.

Alternative A. Should the Distributor not have achieved the minimum sales targets on completion of the period in question, the Supplier shall be entitled to choose from the following options: (a) total rescission of the Contract; (b) withdrawal of the right to exclusivity, where such right has been established; (c) reduction of the size of the Territory. The Supplier shall inform the Distributor in writing of the decision to exercise this right within a period of .......... months following the end of the year in which the minimum sales targets has not been achieved.

Alternative B. Should the sales targets not be met, the Contract shall not be considered null and void, except in cases of clear negligence by the Distributor. 

 


 

This is a sample of 2 pages out of 8 of the International Distribution Contract.

To get more information about this contract click here:

INTERNATIONAL DISTRIBUTION CONTRACT TEMPLATE