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Wholesale Distribution Agreement

Wholesale Distribution Agreement Template for Austria

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Key Requirements PROMPT example:

Wholesale Distribution Agreement

"I need a Wholesale Distribution Agreement for my Austrian electronics manufacturing company to appoint an exclusive distributor for our consumer electronics products in Germany and Switzerland, with minimum purchase requirements of €500,000 per quarter starting March 2025."

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Document background
This Wholesale Distribution Agreement template is designed for use under Austrian law when establishing a formal wholesale distribution relationship between a supplier/manufacturer and a distributor. It is particularly relevant when a company wants to expand its distribution network in Austria or neighboring European markets through professional wholesale channels. The agreement comprehensively covers all essential aspects of the distribution relationship, including appointment terms, territory rights, ordering and delivery procedures, pricing mechanisms, and compliance requirements. It incorporates specific provisions required under Austrian commercial law (UGB) and EU regulations, particularly regarding competition law and vertical agreements. This template is suitable for both domestic Austrian distribution arrangements and cross-border relationships where Austrian law is chosen as the governing law.
Suggested Sections

1. Parties: Identification and details of the supplier and distributor

2. Background: Context of the agreement and brief description of the parties' business relationship

3. Definitions: Definitions of key terms used throughout the agreement

4. Appointment and Territory: Scope of distributor's appointment and defined territory

5. Distribution Rights: Nature of distribution rights (exclusive/non-exclusive) and any restrictions

6. Term and Termination: Duration of the agreement and termination provisions

7. Ordering and Delivery: Process for placing orders and delivery terms

8. Prices and Payment: Pricing structure, payment terms, and invoicing procedures

9. Obligations of the Supplier: Supplier's duties including product supply, support, and training

10. Obligations of the Distributor: Distributor's duties including marketing, minimum purchase requirements, and reporting

11. Intellectual Property Rights: Usage rights and restrictions regarding trademarks and other IP

12. Confidentiality: Protection of confidential information and trade secrets

13. Warranties and Liability: Product warranties and limitation of liability provisions

14. Compliance with Laws: Obligations to comply with applicable laws and regulations

15. Governing Law and Jurisdiction: Choice of Austrian law and jurisdiction for disputes

Optional Sections

1. Non-Compete: Restrictions on competing activities, if applicable under competition law

2. Online Sales: Specific provisions for e-commerce if online distribution is permitted

3. Data Protection: GDPR compliance provisions if personal data processing is involved

4. Force Majeure: Provisions for unforeseen circumstances affecting performance

5. Insurance: Insurance requirements if specific coverage is needed

6. Bank Guarantee: Requirements for financial security if needed

7. Post-Termination Obligations: Specific duties after contract termination

8. Change of Control: Provisions dealing with ownership changes of either party

9. Export Control: Specific provisions if products are subject to export restrictions

Suggested Schedules

1. Schedule 1 - Products: Detailed list of products covered by the agreement

2. Schedule 2 - Territory: Detailed description of the geographic territory

3. Schedule 3 - Prices: Price list and discount structure

4. Schedule 4 - Minimum Purchase Requirements: Specific targets and requirements for purchases

5. Schedule 5 - Technical Specifications: Product specifications and technical requirements

6. Schedule 6 - Service Level Agreement: Detailed service levels and support requirements

7. Schedule 7 - Approved Sub-distributors: List of approved sub-distributors if permitted

8. Schedule 8 - Marketing Guidelines: Guidelines for marketing and promoting products

9. Schedule 9 - Reporting Templates: Templates for required periodic reports

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 | Serial Founder & Legal AI Author

Linkedin in social icon imageX social icon image
alex.den.21@genieai.co
Clauses
Definitions
Appointment
Territory
Exclusivity
Term and Termination
Supply of Products
Ordering Process
Delivery Terms
Price and Payment
Minimum Purchase Requirements
Marketing and Promotion
Training and Support
Quality Control
Warranties
Intellectual Property
Confidentiality
Non-Competition
Compliance
Audit Rights
Force Majeure
Liability and Indemnification
Insurance
Assignment
Notices
Governing Law
Dispute Resolution
Severability
Force Majeure
Data Protection
Export Control
Entire Agreement
Relevant Industries

Consumer Goods

Electronics

Automotive Parts

Pharmaceuticals

Industrial Equipment

Food and Beverage

Construction Materials

Medical Devices

Chemicals

Machinery

Textiles

Agricultural Products

Relevant Teams

Legal

Sales

Commercial

Supply Chain

Operations

Procurement

Compliance

Business Development

Distribution

International Trade

Contract Management

Relevant Roles

Commercial Director

Sales Director

Supply Chain Manager

Business Development Manager

Legal Counsel

Procurement Manager

Distribution Manager

Channel Manager

Operations Director

Compliance Officer

Contract Manager

Chief Commercial Officer

Regional Sales Manager

Export Manager

General Counsel

Industries
Austrian Civil Code (ABGB): Provides the fundamental framework for contract law, including formation, performance, and termination of contracts
Austrian Commercial Code (UGB): Governs commercial relationships and transactions between businesses, including specific provisions for commercial contracts
Austrian Commercial Agents Act (HVertrG): While primarily focused on commercial agents, provides relevant principles for distribution relationships and compensation claims
Austrian Cartel Act (KartG): Regulates competition law aspects, including vertical agreements and potential restrictions in distribution agreements
EU Vertical Block Exemption Regulation (VBER): European regulation providing exemptions for certain vertical agreements, directly applicable in Austria
General Data Protection Regulation (GDPR): Regulates the processing of personal data, relevant for customer data handling in distribution relationships
Austrian Consumer Protection Act (KSchG): May be relevant if the distribution chain involves dealings with consumers or if certain protective provisions apply to small businesses
Foreign Trade Act (AußWG): Relevant for international distribution arrangements, governing import/export regulations
E-Commerce Act (ECG): Applicable if the distribution involves online sales or electronic communication systems
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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