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Agreement Between Supplier And Distributor
"I need an Agreement Between Supplier And Distributor for my Swiss medical devices company to appoint an exclusive distributor in the German-speaking cantons, with specific provisions for regulatory compliance and minimum quarterly purchase requirements starting March 2025."
1. Parties: Identification and details of the Supplier and Distributor, including registered addresses and company details
2. Background: Context of the agreement, including brief description of the parties' businesses and their intentions
3. Definitions: Definitions of key terms used throughout the agreement
4. Appointment and Territory: Terms of the Distributor's appointment and definition of the territorial scope
5. Rights and Obligations of the Supplier: Supplier's commitments including product supply, support, and training
6. Rights and Obligations of the Distributor: Distributor's commitments including marketing, sales targets, and reporting
7. Ordering and Delivery: Process for ordering products, delivery terms, and logistics arrangements
8. Prices and Payment Terms: Pricing structure, payment conditions, and invoicing procedures
9. Intellectual Property Rights: Protection and usage rights of trademarks, patents, and other IP
10. Confidentiality: Protection of confidential information and trade secrets
11. Term and Termination: Duration of the agreement and circumstances for termination
12. Post-Termination Obligations: Obligations of both parties after the agreement ends
13. Governing Law and Jurisdiction: Specification of Swiss law as governing law and jurisdiction for disputes
14. General Provisions: Standard boilerplate clauses including notices, amendments, and severability
1. Minimum Purchase Requirements: Used when the supplier requires the distributor to maintain minimum order volumes
2. Marketing and Promotion: Detailed when specific marketing obligations or cooperative advertising are required
3. Training and Support: Include when the supplier provides specific training programs or technical support
4. Product Warranty: Used when specific warranty terms need to be outlined beyond standard terms
5. Insurance Requirements: Include when specific insurance coverage is required from either party
6. Non-Competition: Used when restricting the distributor from handling competing products
7. Data Protection: Include when significant customer data sharing is involved
8. Force Majeure: Optional but recommended for international distribution agreements
9. Bank Guarantee: Include when financial security is required from the distributor
1. Schedule 1 - Products: Detailed list of products covered by the agreement
2. Schedule 2 - Territory: Detailed description of geographical territory and any excluded areas
3. Schedule 3 - Prices and Discount Structure: Detailed pricing information and discount schemes
4. Schedule 4 - Minimum Purchase Quantities: Specific targets and minimum order quantities if applicable
5. Schedule 5 - Technical Specifications: Product specifications and technical requirements
6. Schedule 6 - Trademark Usage Guidelines: Guidelines for using supplier's trademarks and branding
7. Schedule 7 - Service Level Agreement: Details of support services and response times
8. Schedule 8 - Reporting Templates: Standard forms for regular reporting requirements
9. Appendix A - Quality Control Procedures: Procedures for maintaining product quality standards
10. Appendix B - Returns Policy: Procedures for handling product returns and complaints
Authors
Manufacturing
Retail
Consumer Goods
Electronics
Pharmaceuticals
Automotive
Industrial Equipment
Food and Beverage
Chemical Products
Medical Devices
Technology
Luxury Goods
Construction Materials
Telecommunications
Legal
Commercial
Sales
Supply Chain
Operations
Business Development
Procurement
Compliance
Distribution
Channel Management
Contract Management
Commercial Director
Sales Manager
Distribution Manager
Legal Counsel
Contract Manager
Supply Chain Manager
Business Development Manager
Operations Director
Chief Commercial Officer
Procurement Manager
Regional Sales Director
Channel Manager
General Counsel
Compliance Officer
Managing Director
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