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1. Parties: Identification and details of the supplier/manufacturer and reseller, including registration numbers and addresses
2. Background: Context of the agreement, business relationship, and purpose of the resale arrangement
3. Definitions and Interpretation: Definitions of key terms and interpretation rules for the agreement
4. Appointment and Territory: Terms of reseller appointment and defined territory for operations
5. Products and Pricing: Description of products covered and pricing structure, including margins and adjustments
6. Orders and Delivery: Process for placing orders, delivery terms, and lead times
7. Payment Terms: Payment conditions, credit terms, and invoicing procedures
8. Obligations of the Supplier: Supplier's responsibilities including product supply, support, and training
9. Obligations of the Reseller: Reseller's duties including marketing, minimum purchases, and customer service
10. Intellectual Property: Protection and usage rights of trademarks, logos, and other IP
11. Confidentiality: Protection of confidential information and trade secrets
12. Term and Termination: Duration of agreement and termination provisions
13. Warranties and Indemnities: Product warranties and mutual indemnification provisions
14. General Provisions: Standard legal clauses including notices, governing law, and dispute resolution
1. Non-Compete: Restrictions on competing activities, used when exclusive arrangements are required
2. Marketing and Promotion: Detailed marketing obligations and cooperative advertising, needed for strategic partnerships
3. Training Requirements: Specific training obligations and certification requirements, used for technical products
4. Performance Targets: Minimum performance requirements and consequences, used for performance-based relationships
5. After-Sales Service: Service and support requirements, important for technical or complex products
6. Insurance Requirements: Specific insurance coverage requirements, used for high-value or high-risk products
7. Data Protection: POPIA compliance provisions, needed when personal information is processed
8. Export Control: Export restrictions and compliance, needed for international resale arrangements
1. Schedule A - Product List: Comprehensive list of products covered under the agreement
2. Schedule B - Price List: Detailed pricing structure, discounts, and margin arrangements
3. Schedule C - Territory Definition: Detailed description of authorized sales territory
4. Schedule D - Service Level Agreement: Support and service standards for both parties
5. Schedule E - Marketing Guidelines: Brand usage rules and marketing requirements
6. Schedule F - Performance Metrics: Specific KPIs and measurement criteria
7. Appendix 1 - Order Form Template: Standard form for placing product orders
8. Appendix 2 - Returns Policy: Procedures for handling product returns and claims
Applicable Laws
Authorized Territory
Business Day
Commencement Date
Confidential Information
Consumer Protection Act
Customer
Delivery Point
Effective Date
Force Majeure Event
Initial Term
Intellectual Property Rights
Minimum Purchase Requirements
Order
Parties
Products
Purchase Price
Recommended Retail Price
Renewal Term
Resale Price
Reseller
Sales Targets
Specifications
Supplier
Term
Territory
Trade Marks
VAT
Warranty Period
Working Hours
Marketing Materials
Payment Terms
Quality Standards
Returns Policy
Service Level Requirements
Shipping Terms
Stock Requirements
Technical Documentation
Training Requirements
Territory Rights
Product Supply
Ordering Process
Delivery Terms
Pricing and Payment
Performance Requirements
Marketing and Promotion
Training and Support
Intellectual Property
Confidentiality
Non-Competition
Warranties
Indemnification
Insurance
Term and Termination
Force Majeure
Dispute Resolution
Governing Law
Assignment
Notices
Entire Agreement
Severability
Consumer Protection
Competition Compliance
Data Protection
Stock Management
Quality Control
Audit Rights
Reporting Requirements
Returns and Refunds
Service Levels
Regulatory Compliance
Brand Protection
Export Control
Retail
Manufacturing
Consumer Goods
Electronics
Automotive
Technology
Pharmaceuticals
Food and Beverage
Telecommunications
Industrial Equipment
Fashion and Apparel
Construction Materials
Medical Devices
Software and IT
Legal
Commercial
Sales
Business Development
Procurement
Operations
Compliance
Supply Chain
Distribution
Channel Management
Contract Administration
Risk Management
Commercial Director
Sales Manager
Legal Counsel
Business Development Manager
Procurement Manager
Operations Director
Contract Manager
Compliance Officer
Distribution Manager
Channel Partner Manager
Chief Commercial Officer
Sales Director
Supply Chain Manager
General Counsel
Head of Business Development
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