A contract between manufacturer and distributor is known as a distributor agreement. e. Counterparts; Telefacsimile Execution. DISTRIBUTION AGREEMENT. DISTRIBUTION RIGHTS. Notices. the Distributor will not be authorised to make any legal or contractual agreements under the name of the Manufacturer without prior agreement. Download OEM manufacturing agreement template -PDF/DOC EXECUTION COPY. No need to spend hours finding a lawyer, post a job and get custom quotes from experienced lawyers instantly. This Agreement shall be binding upon and shall inure to the benefit of each of the Parties and their respective successors and permitted assigns. g. 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. The Distributor will be free to utilise the names T-matic® and Thalmayr relative to promotional activities for products produced by The Manufacturer. h. Exhibits and Schedules. EXCLUSIVE MASTER DISTRIBUTION AGREEMENT BETWEEN ARGISOLAR SOLUTIONS, INC. AND AGRI-TECHNOLOGIESLLC. The distributor shall submit to the company weekly return of the business secured, the doctors and hospitals approached and canvassed during the previous week. Free Sample Vendor Agreement Template If you rent out your property for events or daily use by third parties, you can use this facility rental agreement template as a simple binding contract that clearly defines the terms of the facility rental and your client’s responsibilities during their use of your property. Prices and Shipment. The cosigner acts as a middleman between the manufacturer and the ultimate consumer. Distributor is an independent contractor and is not the legal representative or agent of Manufacturer for any purpose and shall have no right or authority (except as expressly provided in this Agreement) to incur, assume or create in writing or otherwise, any warranty on the part of Manufacturer.Manufacturer shall not exercise any control over any of Distributor's … Delivery of an executed counterpart of this Agreement by telefacsimile shall be equally as effective as delivery of a manually executed counterpart of this Agreement. When you sign an agreement with a new distributor, be sure to pick a manageable territory from the start. This Agreement constitutes the entire and only agreement between the Manufacturer and Distributor with respect to its subject matter and there are no understandings or representations of any kind, express, implied, oral, written statutory or otherwise, not expressly set forth herein. The distributor may also terminate this agreement at any time during the agency period, after giving one month's notice thereof, if the company fails to execute the orders booked by the distributor or if the medicines supplied by it are sub standard or if the company without just cause withhold the payment of the commission due to the distributor under the agreement … A contract between manufacturer and distributor is known as a distributor agreement.3 min read. a. Distributor will not modify any of Manufacturer's Products without written permission from Manufacturer. Cumulative Remedies. f. Neither Party is subject to any pending or threatened litigation or governmental action that could interfere with its performance of this Agreement. YY. WHEREAS: a) The Seller manufactures certain medical device products … No single or partial exercise of any such right or remedy by a Party, and no discontinuance of steps to enforce any such right or remedy, shall preclude any further exercise thereof or of any other right or remedy of such Party. The Distributorship Agreement (Delaware Sample) below is free to download, customize and print to start your distribution agreement in your small business.. IN WITNESS WHEREOF, this Agreement was signed by the Parties under the hands of their duly authorized officers and made effective as of the date first written above. This Agreement may be executed in any number of counterparts, and by each of the Parties on separate counterparts, each of which, when so executed, shall be deemed an original, but all of which shall constitute but one and the same instrument. State of Alabama. For the avoidance of doubt, the customer and subdistributor lists of Distributor shall be deemed to constitute Proprietary Information under this agreement. One of the most serious mistakes to avoid is doing too much too fast. Distributor Option to Renew. This Agreement is a contract under the laws of the State of [State] and for all purposes shall be governed by and construed in accordance with the substantive laws of the State of [State], without regard to its principles of conflicts of laws provisions. Distributor will not institute any proceedings with respect to the trademarks of Company either in Distributor’s own name or on behalf of Company without express written permission of Company. Company shall have [Number days to accept] business days after its receipt to accept (or reject for a legitimate business reason) any order submitted by Distributor. e. It is understood that all Proprietary Information disclosed under this Agreement, is, and shall remain, the property of the Disclosing Party. Upon Customer’s acceptance of any order, Distributor shall submit to Customer via wire transfer at least [Percent total order] of the total order price. a. All orders shall be fulfilled by Company within [Number business days of order acceptance] business days of order acceptance. This Agreement may be amended only by a writing signed by each of the Parties, and any such amendment shall be effective only to the extent specifically set forth in such writing. 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. As an example, you have to be critical with what you will include in the mutual confidentiality agreement that you will incorporate in the manufacturing contract. Distributor shall be free to resell the Products for such prices and upon such terms and conditions as Distributor may see fit in its sole discretion. Here is preview of This First Sample Reseller Agreement … b. Was this document helpful? UpCounsel only accepts the top 5 percent of lawyers to its site. Subject to the terms and conditions of this Distributor Agreement, Company hereby appoints and grants Distributor the exclusive right to sell and distribute the Products to customers located in the Territory (the “Customers”) and to render other services as a distributor for Company as set forth herein. One renders vendor management service and staffing services to assist clients in their automated staffing management process. Distributor shall limit its activities with respect to the Products to Customers located within the Territory and refrain from selling or otherwise transferring, directly or indirectly, the Products to any person outside the Territory, without the express written consent of Company. c. Termination. between the distributor and its sub-agents. That the Distributor shall ensure safe and sound custody of goods, so that goods may not be c. 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. Unless otherwise specifically provided herein, all notices, consents, requests, demands and other communications required or permitted hereunder: (i) shall be in writing; (ii)) shall be sent by messenger, certified or registered U.S. mail, a reliable express delivery service or telecopier (with a copy sent by one of the foregoing means), charges prepaid as applicable, to the appropriate address(es) or number(s) set forth below; and (iii) shall be deemed to have been given on the date of receipt by the addressee, as evidenced by (A) a receipt executed by the addressee (or a responsible person in his or her office), the records of the Person delivering such communication or a notice to the effect that such addressee refused to claim or accept such communication, if sent by messenger, U.S. mail or express delivery service, or (B) a receipt generated by the sender’s telecopier showing that such communication was sent to the appropriate number on a specified date, if sent by telecopier. All sales by Company shall be in accordance with the terms and conditions of this Agreement. Want High Quality, Transparent, and Affordable Legal Services? INDEX. There is a limit on how many partnerships suppliers and distributors can enter into. Free Reseller Agreement Templates. The Parties shall seek to resolve any dispute, controversy or claim arising out of or in connection with this Agreement, including without limitation, any dispute regarding the enforceability of any provision, through good faith negotiations between them within [Days of notice of dispute] days of any notice of dispute being served or such longer period of time as may be mutually agreed between the Parties. DISTRIBUTION AGREEMENT. The rights and remedies of the Parties hereunder are cumulative and not exclusive of any rights or remedies which the Parties would otherwise have. 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. Company agrees to sell, and Distributor agrees to purchase, the Products in accordance with the Prices and Volume Discount Prices set forth in Schedule A. Add images, video, pricing tables, and more. Below is an example of a table of contents for such a standard agreement. Survival. c. Company warrants and represents that the Products will be free from defects in design, materials and workmanship and conform with any specifications provided. The distributor shall forward to the company the orders booked and enquiries received by it not later … a. As used herein, the term “Proprietary Information” means any information, technical data, or know-how (including, but not limited to, information relating to products, software, services, development, inventions, processes, techniques, customers, pricing, internal procedures, business and marketing plans or strategies, finances, employees and business opportunities) disclosed by one Party (the “Disclosing Party”) to the other (the “Recipient Party”) either directly or indirectly in any form whatsoever, including, but not limited to, in writing, in machine readable or other tangible form, orally or visually. This pharmacy services agreement template is intended for use when a company hires an outside vendor to operate a pharmacy on their property. Share it with your network! In the event that the parties cannot agree upon an arbitrator within a [Number day period] day period, each party shall designate an arbitrator and those two arbitrators shall choose a third arbitrator, with that third arbitrator serving as the sole arbitrator of the dispute. The Parties will share equally the cost of arbitrating such dispute. Subject to Company’s right to increase the price only once per year per the terms and restrictions contained in the Agreement, and Company’s right to decrease the price at any time upon notice, the Products shall be sold by Company to Distributor at the following Prices and Volume Discount Prices. 3. 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. Company shall have no control over or any liability in connection with the price at which Distributor resells the Products, and Distributor shall hold Company harmless and indemnify and defend Company from and against any liability resulting therefrom. The Products manufactured and sold by Company to Distributor for distribution hereunder are as follows: d. Subagents. Distributor may appoint sub-agents, sub-distributors, sub-representatives or other persons to act on Distributor’s behalf or to otherwise perform any of Distributor’s obligations under this Agreement within the Territory; provided that (i) any compensation to such sub-agent, sub-distributor, subrepresentative or other person to act on Distributor’s behalf or to otherwise perform any of Distributor’s obligations shall be solely Distributor’s responsibility, and (ii) such appointment does not deprive Company of the essential rights to which it is entitled under this Agreement. Ultimately, they expire. The rights granted Distributor hereunder are granted for the following geographical areas and markets. This distributor agreement is drafted as per the State laws of the state of North Dakota and has been registered on this day of 20 th May 2011 between Jane Developers referred to as the manufacturer with office address located at: 41 Jane Lee Road, New York, North Dakota 5214. 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. Communications Pursuant to this Distributor Agreement and Orders. i. EXCLUSIVE DISTRIBUTION AGREEMENT This Exclusive Distribution Agreement (hereinafter the “Agreement”) is made effective as of March ___ 2019, BETWEEN: INFINITY SAV Co., Ltd., registration no. IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY SPECIAL, INDIRECT, EXEMPLARY OR CONSEQUENTIAL DAMAGES ARISING OUT OF THIS AGREEMENT OR PURCHASE OR USE OF THE PRODUCTS. Distributor will be appropriately credited should Distributor make payment related to an order and later determine that it had achieved a greater discount per the above. Parties other than PandaDoc may provide products, services, recommendations, or views on PandaDoc’s site (“Third Party Materials”). Obligations After Termination. This Agreement constitutes the entire and only agreement between the parties hereto and supersedes all previous negotiations, agreements, commitments relating to the sale of Products and shall not be released, discharged, changed or modified in any manner, except by instruments signed by duly … Neither Party shall assign, pledge or otherwise transfer any of its rights, interest or obligations hereunder, whether by operation of law or otherwise, without the prior express written consent of the other Party. The Supplier can be an individual or business and is the party that "supplies," or sells, the goods to the Distributor. You might be able to find examples through a distributor association for little to no cost. a. Effective Date and Duration. Orders shall be made with Company. Prices are in [Currency]. Use this lodger agreement template to create a legal ground for your next tenant or roommate. j. Severability. The agreement for distributorship is a sample and you will need to have an agreement … These are also known as agreement for distribution. The Distributor will use best reasonable efforts to distribute the Products in the Territory. This product distribution agreement sample is for a partnership between a toy manufacturer and a department store. Trade mark licenses and licensing, i.e. Any agreement with such sub-agent, subdistributor, sub-representative or other person shall not extend beyond the term of this Agreement. All shipments of Products for Customers in the Territory, and any freight and shipping costs related thereto, will be Distributor’s responsibility. The exhibits or schedules attached hereto are an integral part hereof and all references herein to this Agreement shall include such exhibits and schedules. b. condition set forth between the pertain thereto. d. Assignment. 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. b. Distributor desires to purchase the Products from Company for resale in the territories or geographic areas as defined in Section 1.b (the “Territory”). Distributor Agreement THIS DISTRIBUTOR AGREEMENT (this “Agreement”) is made and effective as of [Effective date], by and between [Sender.Company], a [Sender.Country] company, with an address located at [Sender.Address] (“Company”), and [Client.Company], a [Client.Country] company, with an address located at [Client.Address] (“Distributor”). GENERAL COOPERATION IN DISTRIBUTION… between. e. Payment. The sections of specific interest to pharmaceutical manufacturers are shown in bold. This Agreement contains the entire agreement of the Parties with respect to the transactions contemplated hereby and supersedes all prior written and oral agreements, and all contemporaneous oral agreements, relating to such transactions. b. Amendments. Similarly, there are distributors, which do not share the relationship of principal agent, but works on an agreement basis known as Distributor Agreement. k. Successors and Assigns. The example vendor agreement is a sample of a contract between two companies. Each Party (“Indemnifying Party”) shall indemnify, hold harmless and defend the other Party (“Indemnified Party”) and its officers, directors, agents, employees, and affiliates, from and against any and all claims, demands, actions, costs, expenses, liabilities, judgments, causes of action, proceedings, suits, losses and damages of any nature, which are threatened or brought against, or are suffered or incurred by, the Indemnified Party or any such person to the extent caused directly by acts or omissions of the Indemnifying Party relating to this Agreement, including without limitation (i) any negligent or tortious conduct, (ii) any breach of any of the representations, warranties, covenants or conditions of the Indemnifying Party contained in this Agreement, (iii) any violation of applicable laws or regulations, (iv) infringement or violation of any patent, copyright, trade secret, or other proprietary interest of any third party, and (v) any breach of any express or implied warranties relating to the Products, including implied warranties of merchantability and fitness for a particular purpose. In addition to any other responsibilities stated in this Agreement, Company will: a. provide, at Distributor’s reasonable request and without charge, up to 10 hours of training with regard to any characteristics of the Products that Distributor deems reasonably necessary for Distributor and its employees and agents to fulfill the purposes of Distributor’s appointment. 8. b. All shipments will be made EXW Company’s facility (Incoterms 2010). Either Party may terminate this Agreement prior to its expiration upon the occurrence of either of the following: (i) the other Party becomes insolvent, or institutes (or there is instituted against it) proceedings in bankruptcy, insolvency, reorganization or dissolution, makes an assignment for the benefit of creditors or becomes nationalized or has any of its material assets confiscated or expropriated; or (ii) the other Party (in this case, the “breaching Party”) fails to perform any of its obligations hereunder and fails to correct such failure within [Number calendar days] calendar days after receiving written demand therefore from the non-breaching Party, specifying the failure in sufficient detail for the breaching Party to correct such failure; provided, however, that upon a second breach of the same obligation by such Party, the other Party may forthwith terminate this Agreement upon notice to the breaching Party. Distributor, its agents and employees shall, under no circumstances, be deemed employees, agents or representatives of Manufacturer. Company understands that its timely acceptance of orders from Distributor hereunder is an important element of this Agreement. The Distributor and Company, as applicable, make the following representations, warranties and covenants: a. Territory. Being able to focus on this can help you ensure that you and the business that you are transacting with are on the same level or phase when it comes to the … g. Entire Agreement. They develop. THIS EXCLUSIVE MASTER DI STRIBUTION AGREEMENT (this "Agreement") is made as of the last date of signature ("Effective Date"), by and between ARGISOLAR … b. provide to Distributor, without charge, reasonable quantities of promotional literature, brochures and commercial and technical information regarding the Products; c. provide sales support and technical training to Distributor and its personnel as deemed reasonably appropriate by Company. And Henry … Distributor shall submit to Customer via wire transfer the remaining balance upon receipt of the Products at Distributor’s facility. 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. [Client.FirstName] [Client.LastName][Client.Company], [Sender.FirstName] [Sender.LastName][Sender.Company]. This Agreement includes the whole contract between the actions with regards to its topic and includes and supersedes all before agreements, representations and understanding of the actions, launched or oral. 7. g. This Agreement is the binding legal obligation of each Party and is enforceable in accordance with its terms. Judgment on the award rendered by the OEM manufacturer services to assist clients in their automated staffing management process much... 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