Distributor Reseller Agreement Template for South Africa

A comprehensive legal agreement governed by South African law that establishes and regulates the relationship between a supplier/manufacturer and a distributor/reseller for the distribution of products within a specified territory. The agreement covers essential aspects including appointment terms, territorial rights, pricing structures, performance obligations, intellectual property rights, and compliance with South African regulations including competition law and B-BBEE requirements. It provides a framework for the commercial relationship while ensuring protection for both parties and compliance with local legal requirements.

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What is a Distributor Reseller Agreement?

This Distributor Reseller Agreement is designed for use in the South African market where a supplier/manufacturer wishes to appoint a distributor or reseller to market and sell their products. The agreement is particularly important in the South African context as it must comply with specific local regulations including the Competition Act, Consumer Protection Act, and B-BBEE requirements. The document typically includes detailed provisions on territorial rights, performance targets, pricing structures, and compliance obligations. It's suitable for both exclusive and non-exclusive distribution arrangements and can be customized for various industries from consumer goods to technology products. The agreement provides comprehensive protection for intellectual property rights while ensuring clear guidelines for the commercial relationship between parties.

What sections should be included in a Distributor Reseller Agreement?

1. Parties: Identification of the contracting parties including registration details and addresses

2. Background: Context of the agreement and relationship between the parties

3. Definitions and Interpretation: Defined terms and rules of interpretation for the agreement

4. Appointment and Territory: Scope of distributor appointment and defined territorial limits

5. Term and Renewal: Duration of the agreement and renewal provisions

6. Distribution Rights and Limitations: Extent and limitations of distribution rights, including exclusivity provisions if applicable

7. Obligations of the Distributor: Core responsibilities including sales targets, marketing, reporting, and compliance requirements

8. Obligations of the Supplier: Supplier's commitments regarding product supply, support, and training

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

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

11. Intellectual Property Rights: Protection and usage rights of trademarks, patents, and other IP

12. Confidentiality: Protection of confidential information and trade secrets

13. Warranties and Indemnities: Product warranties and mutual indemnification provisions

14. Termination: Grounds and process for termination of the agreement

15. Post-Termination: Obligations and rights of parties after termination

16. General Provisions: Standard boilerplate clauses including notices, assignment, and governing law

What sections are optional to include in a Distributor Reseller Agreement?

1. B-BBEE Compliance: Specific provisions regarding B-BBEE requirements and compliance, necessary when dealing with public sector or B-BBEE sensitive clients

2. Marketing and Promotion: Detailed marketing obligations and cooperative advertising arrangements, used when specific marketing commitments are required

3. Training Requirements: Specific training obligations and certification requirements, included when technical products or services are involved

4. Service Level Requirements: Detailed service levels and performance metrics, necessary for technical or service-intensive products

5. Sub-Distributors: Rights and conditions for appointment of sub-distributors, included when sub-distribution is permitted

6. Data Protection: Detailed POPIA compliance provisions, necessary when personal information processing is involved

7. Import/Export Controls: Specific provisions for international trade compliance, needed for cross-border distribution

8. Insurance Requirements: Detailed insurance obligations, included for high-value or high-risk products

What schedules should be included in a Distributor Reseller Agreement?

1. Schedule 1 - Products: List of approved products for distribution with specifications and pricing

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

3. Schedule 3 - Minimum Purchase Requirements: Specific sales targets and minimum purchase obligations

4. Schedule 4 - Commission Structure: Detailed commission calculations and payment terms

5. Schedule 5 - Technical Requirements: Technical specifications and compliance requirements

6. Schedule 6 - Service Level Agreement: Detailed service level metrics and performance standards

7. Schedule 7 - Trademark Usage Guidelines: Rules and guidelines for use of supplier's trademarks

8. Appendix A - Reporting Templates: Standard forms for required periodic reporting

9. Appendix B - Operating Procedures: Detailed operational procedures and processes

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

South Africa

Publisher

Genie AI

Cost

Free to use

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