Sub Distribution Agreement Template for Austria

A Sub Distribution Agreement under Austrian law is a legally binding contract between a main distributor and a sub-distributor, authorizing the latter to distribute products within a specified territory. The agreement operates within the framework of Austrian commercial law (UGB) and EU regulations, particularly concerning competition law and vertical agreements. It details the rights, obligations, and commercial terms governing the relationship, including territory restrictions, minimum purchase requirements, pricing structures, and compliance obligations. The document ensures alignment with both Austrian legal requirements and the main distribution agreement with the principal manufacturer.

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What is a Sub Distribution Agreement?

A Sub Distribution Agreement is essential when a main distributor wishes to expand their distribution network by appointing sub-distributors while maintaining control over the distribution chain. This document type is particularly relevant under Austrian law, where it must comply with both local commercial regulations and EU competition law. The agreement typically includes detailed provisions on territorial rights, product handling, pricing structures, and compliance requirements. It's commonly used in situations where the main distributor has exclusive rights from a manufacturer and needs to create a secondary distribution tier while ensuring compliance with their primary distribution agreement. The document must carefully balance Austrian legal requirements, EU regulations, and commercial practicality, particularly regarding territorial restrictions and pricing policies.

What sections should be included in a Sub Distribution Agreement?

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

2. Background: Context of the agreement, including reference to the main distribution agreement and the authority to appoint sub-distributors

3. Definitions: Key terms used throughout the agreement, including Territory, Products, Principal, and other relevant definitions

4. Appointment and Territory: Scope of sub-distributor appointment, territorial limitations, and exclusivity/non-exclusivity provisions

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

6. Sub-Distributor Obligations: Core responsibilities including sales targets, marketing efforts, reporting requirements, and compliance obligations

7. Main Distributor Obligations: Support, training, product supply, and other obligations of the main distributor

8. Product Orders and Delivery: Ordering process, delivery terms, minimum order quantities, and related logistics

9. Prices and Payment Terms: Pricing structure, payment conditions, currency, and invoicing requirements

10. Intellectual Property Rights: Usage rights for trademarks, branding guidelines, and IP protection obligations

11. Confidentiality: Protection of confidential information and trade secrets

12. Compliance with Laws: Regulatory compliance, permits, licenses, and adherence to applicable laws

13. Limitation of Liability: Scope of liability, indemnification, and insurance requirements

14. General Provisions: Standard clauses including notices, assignment, entire agreement, and governing law

What sections are optional to include in a Sub Distribution Agreement?

1. Marketing and Promotion: Detailed marketing obligations and cooperative advertising - include when specific marketing requirements exist

2. Training Requirements: Specific training obligations and certification requirements - include for technical or complex products

3. After-Sales Service: Service and warranty obligations - include for products requiring technical support or maintenance

4. Non-Compete: Restrictions on competing activities - include when exclusivity is important

5. Data Protection: GDPR and local data protection compliance - include when personal data processing is involved

6. Anti-Corruption: Specific anti-corruption and compliance provisions - include for international distribution

7. Force Majeure: Provisions for unforeseen circumstances - include based on risk assessment

8. Bank Guarantee: Financial security requirements - include when credit risk is a concern

What schedules should be included in a Sub Distribution Agreement?

1. Schedule 1 - Products: Detailed list of products covered by the agreement, including specifications and prices

2. Schedule 2 - Territory: Detailed description of the geographic territory and any excluded areas

3. Schedule 3 - Minimum Purchase Requirements: Annual or quarterly minimum purchase obligations and targets

4. Schedule 4 - Commission Structure: Detailed pricing and commission calculations

5. Schedule 5 - Technical Requirements: Product handling, storage, and technical specifications

6. Schedule 6 - Reporting Templates: Standard forms for regular reporting requirements

7. Appendix A - Main Distribution Agreement Extract: Relevant provisions from the main distribution agreement

8. Appendix B - Brand Guidelines: Trademark usage and marketing guidelines

Authors

Alex Denne

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

Jurisdiction

Austria

Publisher

Genie AI

Cost

Free to use

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