¶¶Òõ¶ÌÊÓƵ

The Subdistribution Agreement is essential for businesses operating a multi-tier distribution model in Switzerland, where a main distributor extends their distribution network through appointed subdistributors. This document is particularly relevant when companies need to expand their market reach while maintaining control over their distribution chain. The agreement, governed by Swiss law, typically includes detailed provisions on territorial rights, pricing structures, minimum purchase requirements, and quality control measures. It's commonly used in various industries from consumer goods to industrial equipment, and must comply with Swiss competition law and commercial regulations. The document becomes necessary when a main distributor, having rights from a manufacturer, wishes to create a subordinate distribution tier while ensuring proper product representation and market coverage.

1. Parties: Identification of the main distributor and subdistributor, including full legal names and addresses

2. Background: Context of the agreement, including main distributor's authority to appoint subdistributors

3. Definitions: Key terms used throughout the agreement, including Products, Territory, and Intellectual Property Rights

4. Appointment and Scope: Terms of appointment, exclusivity/non-exclusivity, and territorial restrictions

5. Term and Termination: Duration of the agreement, renewal terms, and termination provisions

6. Subdistributor's Rights and Obligations: Core duties, sales targets, marketing requirements, and reporting obligations

7. Main Distributor's Rights and Obligations: Supply commitments, support, training, and marketing materials

8. Prices and Payment Terms: Pricing structure, payment conditions, and currency specifications

9. Ordering and Delivery: Order process, delivery terms, and acceptance procedures

10. Intellectual Property Rights: License to use trademarks, restrictions, and protection measures

11. Confidentiality: Protection of confidential information and trade secrets

12. Warranties and Liability: Product warranties, limitation of liability, and indemnification

13. General Provisions: Standard clauses including notices, amendment process, and entirety of agreement

14. Governing Law and Jurisdiction: Swiss law application and jurisdiction for dispute resolution