checklist distribution agreement spl

7/29/2019 Checklist Distribution Agreement Spl

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Cre ated by Peter English, Surry Pa rtners Lawyers, for the Australia n Design Unitwww.surrypartners. com.au

Surry Partners Lawyers 20 09

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Who are the pa rties to this a greement? (ind ivid ual,company or trust)

Contact details Is the agreement to d istribute:

- A selection of the suppl iers pro ducts;- All of the supplie rs pr oducts.

Is the distributorship to be:- Non-exclusive;- Exclusive. Can the agreement be assigned?

Is the distribution agreement for:- A fixed peri od;- An in definite period;- Subject to sales figures.

Where can the products be distrib uted:- Everywhere;- Defined territory;- Only in specific markets/locations. Will the supplier be restricted from s upplyin g products in

the territory?

What a bo ut onl ine/web sales? Who is respons ible for marketing and promotion?

Will mark eting a nd promotions costs be s hared ? Will a pro portion of the sa les pr ofits be used fo r marketing

and promotions?

Who pays f or, o r supplies b roch ures and manuals? How are bud gets agreed?

Who is respons ible for com pliance with lo cal reg ulatio nsrelating to:- Safety;- Labelling;- Product liability;


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- Import/export permits. Who is respons ible for costs in relat ion to

- Sales;- Warranty and service;- Storage.

What a re the paym ent terms for the pro duct? Is set-off and deduction available?

How will orde rs be placed for the prod uct? Is there any minimum quantity requirements? Product delivery location?

When does title/risk pass to the distrib utor?

Does the supplier retain ownership of the goods until soldby the distri butor?

Is the distributor insured for loss or damage? Warranties with respe ct to merc hantab le quality a nd

fitness for purpose?

Prod uct testing? Warranties that the intell ectual pro perty r ights in the

product does not infringe third party rights?

Who is respons ible for after sales issues? Will the supplier indemn ify the distrib utor for any inj ury

resulting from the use of the product?

Is product liability insurance available? Are there any min imum sales targ ets imposed?

Can the distributor distribute competing products?

Do the parties want an option for renewal?

What criteria must be present befo re an option can beexercised?

Is renewal automatic if pre-agreed sales targets are met?

What in demn ities are t o be p rov ided by the parties? Fo rexample injury resulting from use of the product.

Any othe r r isk issues that may arise?


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How will disputes be resolved:- In relation to payment?- If theres a breach of the distribution agreement? Mediation and ar bitration first resort? Who pays the costs

or parties share equally?

What j urisd iction can the d isputes be heard in? How will the distribution agreement end?

Can a party terminate without giving a reason? What ha ppens if there is b reach by either party? Will the

parties be given an opportunity to remedy a breach?

What ha ppens if the a greement is termin ated:- Will the d istributor be a llowed to se ll- off stock and for

what period ?

- What ha ppens to confidential information?- Is confidential information an agreed term?- Will there be a ny restraint provisions after termination?

checklist distribution agreement spl

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