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Supply And Distribution Agreement for Philippines

Supply And Distribution Agreement Template for Philippines

A comprehensive legal agreement governed by Philippine law that establishes the terms and conditions under which a supplier/manufacturer authorizes a distributor to sell and distribute specified products within a defined territory. The agreement encompasses crucial elements such as appointment terms, territory rights, ordering processes, pricing structures, quality control measures, and intellectual property rights, while ensuring compliance with Philippine regulations including the Civil Code, Competition Act, and Consumer Protection laws. It provides a framework for the commercial relationship between parties and outlines their respective rights, obligations, and operational procedures.

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What is a Supply And Distribution Agreement?

The Supply And Distribution Agreement is a vital commercial contract used when a business wishes to appoint another entity to distribute its products in the Philippines. This document is particularly important in the Philippine market, where distribution networks play a crucial role in reaching diverse geographical areas across the archipelago. The agreement must comply with Philippine laws, including the Civil Code, Competition Act, and various sector-specific regulations. It typically includes detailed provisions on exclusivity, territorial rights, minimum purchase requirements, pricing structures, quality control, and termination rights. This type of agreement is essential for businesses expanding their market presence in the Philippines while maintaining control over their product distribution and brand reputation.

What sections should be included in a Supply And Distribution Agreement?

1. Parties: Identifies and provides full legal details of the supplier and distributor

2. Background: Outlines the context of the agreement and the parties' intentions

3. Definitions: Defines key terms used throughout the agreement

4. Appointment and Territory: Specifies the nature of appointment (exclusive/non-exclusive) and defined territory

5. Supply Obligations: Details the supplier's obligations regarding product supply, quality, and delivery

6. Distribution Obligations: Outlines the distributor's responsibilities in distributing and marketing the products

7. Ordering and Delivery: Specifies the process for placing orders and delivery terms

8. Prices and Payment: Details pricing structure, payment terms, and any price adjustment mechanisms

9. Intellectual Property Rights: Covers trademark usage, licensing, and IP protection obligations

10. Warranties and Quality Control: States product warranties and quality assurance requirements

11. Term and Termination: Specifies agreement duration and termination conditions

12. Post-Termination Obligations: Outlines obligations and restrictions after agreement termination

13. Confidentiality: Defines confidential information and protection requirements

14. General Provisions: Contains standard legal provisions including notices, amendments, and governing law

What sections are optional to include in a Supply And Distribution Agreement?

1. Minimum Purchase Requirements: Include when the distributor must commit to minimum purchase volumes

2. Marketing and Promotion: Include when specific marketing obligations or cooperative advertising are required

3. Training and Support: Include when the supplier provides technical training or support services

4. Non-Competition: Include when restricting distributor from handling competing products

5. Performance Targets: Include when setting specific sales targets or KPIs

6. Sub-Distribution Rights: Include when allowing or restricting appointment of sub-distributors

7. Product Registration: Include for regulated products requiring local registration

8. Insurance Requirements: Include when specific insurance coverage is mandatory

9. Force Majeure: Include when specific force majeure provisions are needed beyond standard cases

What schedules should be included in a Supply And Distribution Agreement?

1. Product Schedule: Detailed list of products covered by the agreement with specifications

2. Price List: Current prices and any volume-based discounts

3. Territory Map: Detailed definition of the geographic territory with any exclusions

4. Quality Standards: Specific quality requirements and testing procedures

5. Service Level Agreement: Detailed delivery timeframes and performance metrics

6. Trademark Usage Guidelines: Specific rules for using supplier's trademarks and branding

7. Return and Warranty Procedures: Detailed procedures for handling returns and warranty claims

8. Reporting Templates: Standard formats for required periodic reports

Authors

Alex Denne

Head of Growth (Open Source Law) @ Ƶ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Jurisdiction

Philippines

Publisher

Ƶ

Cost

Free to use
Relevant legal definitions


















































Clauses














































Relevant Industries

Consumer Goods

Retail

Technology and Electronics

Pharmaceutical and Healthcare

Food and Beverage

Automotive

Industrial Equipment

Construction Materials

Agricultural Products

Chemical Products

Relevant Teams

Legal

Commercial

Sales

Supply Chain

Operations

Procurement

Business Development

Compliance

Distribution

Logistics

Trade Marketing

Relevant Roles

Chief Executive Officer

Commercial Director

Sales Director

Supply Chain Manager

Business Development Manager

Legal Counsel

Procurement Manager

Operations Director

Channel Manager

Distribution Manager

Compliance Officer

Contract Manager

Regional Sales Manager

Trade Marketing Manager

Logistics Manager

Industries








Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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