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1. Parties: Identification and details of the supplier and distributor
2. Background: Context of the agreement and brief description of the parties' businesses
3. Definitions: Definitions of key terms used throughout the agreement
4. Appointment and Territory: Scope of distributor's appointment and defined territory
5. Term and Termination: Duration of agreement and termination provisions
6. Distributor's Rights and Obligations: Core responsibilities and rights of the distributor
7. Supplier's Rights and Obligations: Core responsibilities and rights of the supplier
8. Ordering and Delivery: Process for ordering products and delivery terms
9. Prices and Payment: Pricing structure, payment terms, and related conditions
10. Intellectual Property Rights: Usage rights and restrictions regarding trademarks and other IP
11. Confidentiality: Protection of confidential information
12. Warranties and Indemnities: Product warranties and mutual indemnification provisions
13. Force Majeure: Provisions for unforeseen circumstances affecting performance
14. Governing Law and Jurisdiction: Application of Dutch law and jurisdiction
15. General Provisions: Standard boilerplate clauses including notices, amendments, etc.
1. Minimum Purchase Requirements: Include when specific purchase targets are required
2. Marketing and Promotion: Include when specific marketing obligations are imposed on distributor
3. After-Sales Service: Include for technical products requiring maintenance or support
4. Non-Competition: Include when restricting distributor from handling competing products
5. Insurance: Include when specific insurance requirements are necessary
6. Data Protection: Include when personal data processing is involved
7. Anti-Corruption: Include for international distribution or when required by corporate policies
8. Product Training: Include for technical or complex products requiring specific training
9. Stock Requirements: Include when minimum stock levels must be maintained
1. Schedule 1 - Products: Detailed list of products covered by the agreement
2. Schedule 2 - Territory: Detailed description or map of the distribution territory
3. Schedule 3 - Prices and Discount Structure: Detailed pricing information and discount schemes
4. Schedule 4 - Minimum Purchase Targets: Specific targets and measurement periods
5. Schedule 5 - Technical Specifications: Product specifications and technical requirements
6. Schedule 6 - Service Level Agreement: Detailed service requirements and metrics
7. Schedule 7 - Trademark Usage Guidelines: Rules for using supplier's trademarks
8. Appendix A - Order Form Template: Standard form for placing orders
9. Appendix B - Report Templates: Templates for required periodic reports
Affiliate
Business Day
Commencement Date
Confidential Information
Customer
Delivery Point
Effective Date
Force Majeure Event
Initial Term
Intellectual Property Rights
Minimum Purchase Requirements
Net Sales
Order
Products
Product Specifications
Purchase Price
Quarter
Renewal Term
Reports
Sales Forecast
Supplier Marks
Term
Territory
Technical Documentation
Trade Marks
Working Hours
VAT
Warranty Period
Year
Exclusive Territory
Non-Exclusive Territory
Marketing Materials
Service Level Requirements
Stock Requirements
Distribution Channel
Permitted Sub-distributors
Competing Products
Prices
Payment Terms
Quality Standards
Territory
Exclusivity
Term
Termination
Payment
Delivery
Title and Risk
Intellectual Property
Confidentiality
Non-Competition
Warranties
Indemnification
Force Majeure
Assignment
Sub-contracting
Minimum Purchase Requirements
Product Requirements
Marketing Obligations
Training Requirements
Reporting Requirements
Audit Rights
Stock Requirements
Quality Control
Compliance with Laws
Data Protection
Anti-Corruption
Insurance
Notice
Governing Law
Dispute Resolution
Entire Agreement
Severability
Amendment
Waiver
Third Party Rights
Agency Disclaimer
Post-Termination Obligations
Product Returns
Price Changes
Customer Service
Record Keeping
Consumer Goods
Electronics
Automotive
Pharmaceuticals
Food and Beverage
Industrial Equipment
Software and Technology
Fashion and Apparel
Construction Materials
Medical Devices
Chemicals
Telecommunications
Legal
Commercial
Sales
Business Development
Supply Chain
Procurement
Compliance
Operations
Finance
International Trade
Distribution
Channel Management
Commercial Director
Sales Director
Legal Counsel
Contract Manager
Business Development Manager
Supply Chain Manager
Channel Manager
Chief Commercial Officer
General Counsel
Sales Operations Manager
Distribution Manager
Procurement Manager
Head of Legal
Regional Sales Director
Compliance Officer
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