Simplified Distribution Contract for Philippines

Simplified Distribution Contract Template for Philippines

A streamlined distribution agreement tailored for the Philippine market, designed to establish and govern the commercial relationship between a supplier/manufacturer and a distributor. This document complies with Philippine commercial and distribution laws, including the Civil Code of the Philippines and relevant competition regulations. It outlines the essential terms of the distribution arrangement, including territory rights, ordering processes, pricing mechanisms, and core obligations of both parties, while maintaining a simplified structure that facilitates easy understanding and implementation.

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What is a Simplified Distribution Contract?

The Simplified Distribution Contract is specifically designed for use in the Philippine market where companies need to establish clear but straightforward distribution arrangements. This document is particularly useful for small to medium-sized enterprises or for uncomplicated distribution relationships where a full-scale distribution agreement would be excessive. It covers essential elements required under Philippine law including appointment terms, territory definitions, ordering procedures, and basic obligations of both parties, while omitting complex provisions that might be found in more comprehensive agreements. The contract ensures compliance with key Philippine regulations including the Civil Code, Commercial Code, and Competition Act, while maintaining accessibility and ease of use for businesses operating in the Philippine market.

What sections should be included in a Simplified Distribution Contract?

1. Parties: Identification of the supplier/manufacturer and distributor, including full legal names, addresses, and company registration details

2. Background: Brief context of the agreement and business relationship

3. Definitions: Key terms used throughout the agreement

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

5. Term and Termination: Duration of the agreement and circumstances for termination

6. Distributor Obligations: Core responsibilities of the distributor including sales, marketing, and reporting requirements

7. Supplier Obligations: Core responsibilities of the supplier including product supply and support

8. Orders and Delivery: Process for ordering products and delivery terms

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

10. Intellectual Property: Usage rights for trademarks, logos, and other IP

11. Confidentiality: Protection of confidential information exchanged between parties

12. Governing Law and Jurisdiction: Application of Philippine law and dispute resolution mechanisms

What sections are optional to include in a Simplified Distribution Contract?

1. Minimum Purchase Requirements: Include when specific sales targets or minimum order quantities are required

2. Marketing and Promotion: Include when specific marketing obligations or cost-sharing arrangements are needed

3. Training and Support: Include when the supplier will provide specific training or technical support

4. Non-Competition: Include when restricting distributor from handling competing products

5. Insurance: Include when specific insurance requirements are necessary

6. Product Warranties: Include when specific warranty terms need to be outlined

7. Force Majeure: Include when specific provisions for unforeseen events are needed

8. Assignment: Include when transfer rights need to be specifically addressed

What schedules should be included in a Simplified Distribution Contract?

1. Schedule 1 - Products: List of products covered by the distribution agreement

2. Schedule 2 - Territory: Detailed description of geographic territory and any exclusions

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

4. Schedule 4 - Minimum Purchase Quantities: Details of any minimum purchase requirements or targets

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

6. Schedule 6 - Trademark Usage Guidelines: Guidelines for use of supplier's trademarks and branding

7. Appendix A - Order Form Template: Standard form for placing orders

8. Appendix B - 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

Jurisdiction

Philippines

Publisher

Genie AI

Cost

Free to use
Relevant Industries

Consumer Goods

Electronics

Pharmaceuticals

Food and Beverage

Automotive Parts

Industrial Equipment

Construction Materials

Retail

Medical Devices

Agricultural Products

Cosmetics and Personal Care

Textiles and Apparel

Relevant Teams

Legal

Commercial

Sales

Business Development

Supply Chain

Operations

Procurement

Compliance

Distribution

Contract Administration

Relevant Roles

Commercial Director

Sales Manager

Business Development Manager

Supply Chain Manager

Distribution Manager

Legal Counsel

Procurement Manager

Operations Manager

Country Manager

Regional Sales Director

Contract Administrator

Compliance Officer

Chief Commercial Officer

General Manager

Industries
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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