A Distribution Agreement is essential for businesses looking to expand their market reach through third-party distribution channels in New Zealand. This document is particularly relevant when a supplier or manufacturer wants to appoint another business to distribute their products while maintaining control over how their products are marketed and sold. The agreement needs to comply with New Zealand's commercial law framework, including the Fair Trading Act 1986, Commerce Act 1986, and Contract and Commercial Law Act 2017. It should address key commercial terms such as territory rights, minimum purchase requirements, performance targets, and pricing structures, while also covering essential legal aspects like intellectual property protection, confidentiality, and termination rights. The agreement is crucial for establishing clear boundaries and expectations in the distribution relationship, managing risk, and ensuring compliance with relevant regulations.
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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' business relationship
3. Definitions and Interpretation: Definitions of key terms and interpretation rules for the agreement
4. Appointment and Territory: Terms of distributor appointment and defined territory for distribution rights
5. Term and Renewal: Duration of the agreement and conditions for renewal
6. Distributor Rights and Obligations: Core responsibilities and rights of the distributor
7. Supplier Rights and Obligations: Core responsibilities and rights of the supplier
8. Orders and Supply: Process for ordering, delivery, and acceptance of products
9. Prices and Payment: Pricing structure, payment terms, and related financial conditions
10. Intellectual Property: Usage rights and protection of trademarks, patents, and other IP
11. Confidentiality: Protection and handling of confidential information
12. Performance Targets: Minimum purchase requirements and performance metrics
13. Marketing and Promotion: Requirements for marketing activities and brand promotion
14. Warranties and Indemnities: Product warranties and mutual indemnification provisions
15. Termination: Grounds and process for termination of the agreement
16. Post-Termination: Obligations and rights of parties after termination
17. General Provisions: Standard legal provisions including notices, assignment, and governing law
1. Non-Competition: Restrictions on competing activities - include when exclusivity is important
2. Sub-Distributors: Rights and conditions for appointing sub-distributors - include when sub-distribution is permitted
3. Insurance: Insurance requirements - include for high-value or high-risk products
4. Import/Export: International trade compliance - include for cross-border distribution
5. Data Protection: Data handling and privacy requirements - include when personal data is processed
6. Force Majeure: Provisions for unforeseen circumstances - include for long-term or critical supply arrangements
7. Anti-Corruption: Anti-bribery and corruption provisions - include for international distribution or public sector involvement
8. Product Training: Training requirements - include for technical or specialized products
9. Quality Control: Quality assurance requirements - include for regulated products or brand-sensitive goods
1. Products Schedule: Detailed list of products covered by the agreement, including specifications and prices
2. Territory Map: Detailed map or description of the authorized distribution territory
3. Performance Targets Schedule: Detailed annual/quarterly sales targets and performance metrics
4. Marketing Guidelines: Supplier's branding and marketing requirements
5. Service Level Requirements: Detailed service standards and response times
6. Commission Structure: Detailed breakdown of commission rates and calculation methods
7. Returns Policy: Procedures and conditions for product returns and credits
8. Warranty Terms: Detailed warranty terms and claims procedures
9. Approved Sub-Distributors: List of approved sub-distributors if applicable
Relevant legal definitions
Agreement
Approved Sub-Distributors
Business Day
Commencement Date
Confidential Information
Customers
Delivery Point
Distributor Margin
End Users
Force Majeure Event
Initial Term
Intellectual Property Rights
Key Performance Indicators
Minimum Purchase Requirements
Net Sales
Order
Products
Product Specifications
Purchase Price
Quarter
Related Company
Renewal Term
Recommended Retail Price
Sales Report
Supplier Marks
Term
Territory
Trade Marks
Working Hours
Year
Marketing Materials
Performance Targets
Quality Standards
Services
Stock Level Requirements
Technical Documentation
Warranty Period
Wholesale Price
GST
Intellectual Property Rights
Purchase Order
Reporting Period
Special Conditions
Supply Terms
Training Materials
Approved Sub-Distributors
Business Day
Commencement Date
Confidential Information
Customers
Delivery Point
Distributor Margin
End Users
Force Majeure Event
Initial Term
Intellectual Property Rights
Key Performance Indicators
Minimum Purchase Requirements
Net Sales
Order
Products
Product Specifications
Purchase Price
Quarter
Related Company
Renewal Term
Recommended Retail Price
Sales Report
Supplier Marks
Term
Territory
Trade Marks
Working Hours
Year
Marketing Materials
Performance Targets
Quality Standards
Services
Stock Level Requirements
Technical Documentation
Warranty Period
Wholesale Price
GST
Intellectual Property Rights
Purchase Order
Reporting Period
Special Conditions
Supply Terms
Training Materials
Clauses
Appointment
Territory
Exclusivity
Term
Renewal
Supply Obligations
Ordering Process
Delivery
Price and Payment
Performance Requirements
Minimum Purchase Requirements
Marketing and Promotion
Intellectual Property
Confidentiality
Non-Competition
Training
Quality Control
Warranties
Indemnification
Insurance
Record Keeping
Audit Rights
Force Majeure
Termination
Post-Termination
Assignment
Sub-Distribution
Dispute Resolution
Governing Law
Notices
Anti-Corruption
Data Protection
Import/Export Compliance
Product Liability
Brand Protection
Stock Requirements
Returns and Recalls
Service Levels
Reporting Requirements
Commission Structure
Change Control
Entire Agreement
Severability
Third Party Rights
Waiver
Counterparts
Territory
Exclusivity
Term
Renewal
Supply Obligations
Ordering Process
Delivery
Price and Payment
Performance Requirements
Minimum Purchase Requirements
Marketing and Promotion
Intellectual Property
Confidentiality
Non-Competition
Training
Quality Control
Warranties
Indemnification
Insurance
Record Keeping
Audit Rights
Force Majeure
Termination
Post-Termination
Assignment
Sub-Distribution
Dispute Resolution
Governing Law
Notices
Anti-Corruption
Data Protection
Import/Export Compliance
Product Liability
Brand Protection
Stock Requirements
Returns and Recalls
Service Levels
Reporting Requirements
Commission Structure
Change Control
Entire Agreement
Severability
Third Party Rights
Waiver
Counterparts
Relevant Industries
Retail
Consumer Goods
Technology
Pharmaceuticals
Food and Beverage
Automotive
Electronics
Industrial Equipment
Fashion and Apparel
Construction Materials
Medical Devices
Software
Telecommunications
Agricultural Products
Sporting Goods
Relevant Teams
Legal
Commercial
Sales
Business Development
Supply Chain
Operations
Procurement
Compliance
Finance
Distribution
Channel Management
Relevant Roles
Commercial Director
Sales Director
Business Development Manager
Legal Counsel
Contract Manager
Supply Chain Manager
Distribution Manager
Channel Manager
Chief Commercial Officer
Procurement Manager
Operations Director
General Manager
CEO
Regional Sales Manager
Compliance Officer
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