## Sales Agreement

This Sales Agreement ("Agreement") is made and entered into as of [Date] by and between [Your Full Name], a [Your Business Type] with its principal place of business at [Your Business Address] ("Seller"), and [Distributor Full Name], a [Distributor Business Type] with its principal place of business at [Distributor Business Address] ("Distributor").

### 1. Introduction

1.1. Seller is engaged in the business of [Your Business Description].

1.2. Distributor is engaged in the business of [Distributor Business Description].

1.3. Seller desires to appoint Distributor as its exclusive distributor for the sale of certain products ("Products") in the territory of [Territory] ("Territory").

1.4. Distributor desires to be appointed as the exclusive distributor for the Products in the Territory.

### 2. Appointment

2.1. Seller hereby appoints Distributor as its exclusive distributor for the sale of the Products in the Territory.

2.2. Distributor hereby accepts the appointment as the exclusive distributor for the Products in the Territory.

### 3. Products

3.1. The Products that Distributor is authorized to sell are as follows:

* [Product 1]
* [Product 2]
* [Product 3]

3.2. Seller may, from time to time, add new Products to the list of Products that Distributor is authorized to sell. Seller will notify Distributor in writing of any such additions.

### 4. Territory

4.1. The Territory in which Distributor is authorized to sell the Products is as follows:

* [Territory Description]

4.2. Distributor shall not sell the Products outside of the Territory.

### 5. Sales and Marketing

5.1. Distributor shall use commercially reasonable efforts to promote and sell the Products in the Territory.

5.2. Distributor shall comply with all applicable laws and regulations in connection with the sale of the Products.

5.3. Distributor shall not make any representations or warranties regarding the Products that are not authorized by Seller.

5.4. Distributor shall not use any trademarks or trade names of Seller without Seller's prior written consent.

### 6. Orders and Deliveries

6.1. Distributor shall submit all orders for Products to Seller in writing.

6.2. Seller shall deliver the Products to Distributor at [Delivery Location] within [Delivery Timeframe] of receipt of Distributor's order.

6.3. Distributor shall be responsible for all costs of shipping and handling the Products.

6.4. Title to the Products shall pass to Distributor upon delivery of the Products to Distributor.

### 7. Pricing and Payment

7.1. The price of the Products shall be as set forth in Seller's price list, which may be amended from time to time by Seller upon written notice to Distributor.

7.2. Distributor shall pay Seller for the Products within [Payment Timeframe] of the invoice date.

7.3. All payments shall be made in [Currency] to Seller at [Payment Address].

7.4. Distributor shall be responsible for all taxes and other charges associated with the purchase of the Products.

### 8. Termination

8.1. This Agreement may be terminated by either party upon [Notice Period] written notice to the other party.

8.2. This Agreement may be terminated by Seller immediately upon written notice to Distributor if Distributor:

* Fails to make any payment due to Seller within [Payment Timeframe] of the invoice date.
* Breaches any of the terms and conditions of this Agreement.
* Becomes insolvent or bankrupt.
* Is dissolved or liquidated.

8.3. This Agreement may be terminated by Distributor immediately upon written notice to Seller if Seller:

* Fails to deliver the Products to Distributor within [Delivery Timeframe] of receipt of Distributor's order.
* Breaches any of the terms and conditions of this Agreement.
* Becomes insolvent or bankrupt.
* Is dissolved or liquidated.

### 9. Confidentiality

9.1. Distributor agrees to hold confidential all information relating to Seller's business, including but not limited to, Seller's trade secrets, customer lists, pricing information, and marketing plans.

9.2. Distributor shall not disclose any confidential information to any third party without Seller's prior written consent.

### 10. Warranties and Indemnification

10.1. Seller warrants that the Products will be free from defects in materials and workmanship for a period of [Warranty Period] from the date of delivery.

10.2. Seller's sole liability for any breach of this warranty shall be limited to, at Seller's option, repairing or replacing the defective Products.

10.3. Distributor agrees to indemnify and hold harmless Seller from and against any and all claims, losses, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to:

* Distributor's breach of this Agreement.
* Distributor's negligence or willful misconduct.
* Distributor's use or sale of the Products.

### 11. Governing Law and Dispute Resolution

11.1. This Agreement shall be governed by and construed in accordance with the laws of Kenya.

11.2. Any dispute arising out of or relating to this Agreement shall be settled by binding arbitration in accordance with the Arbitration Act, 1995. The arbitration shall be held in [City, Kenya]. The arbitration shall be conducted in the English language. The decision of the arbitrator shall be final and binding on the parties.

### 12. Entire Agreement

12.1. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous communications, representations, or agreements, whether oral or written.

### 13. Severability

13.1. If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be struck from this Agreement and the remaining provisions shall remain in full force and effect.

### 14. Notices

14.1. All notices and other communications hereunder shall be in writing and shall be deemed to have been duly given when delivered personally, sent by certified or registered mail, return receipt requested, or sent by overnight courier service, addressed as follows:

If to Seller:

[Your Full Name]
[Your Business Address]

If to Distributor:

[Distributor Full Name]
[Distributor Business Address]

### 15. Waiver

15.1. No waiver of any breach of any provision of this Agreement shall constitute a waiver of any other or subsequent breach.

### 16. Assignment

16.1. This Agreement may not be assigned by either party without the prior written consent of the other party.

### 17. Counterparts

17.1. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.

**[Your Full Name]**

**[Distributor Full Name]**

### TLDR

This Sales Agreement outlines the terms and conditions for the appointment of [Distributor Full Name] as the exclusive distributor for [Your Full Name]'s products in the territory of [Territory]. The agreement covers aspects such as product details, territory, sales and marketing, orders and deliveries, pricing and payment, termination, confidentiality, warranties and indemnification, governing law and dispute resolution, and other relevant provisions.

### Sources:

* [Kenya Law](http://www.kenyalaw.org)
* [Arbitration Act, 1995](http://www.kenyalaw.org:8181/exist/kenyalex/actview.xql?actid=CAP.%204)

---

### Sample Sales Agreement

This Sales Agreement ("Agreement") is made and entered into as of **[Date]** by and between **[Your Full Name]**, a **[Your Business Type]** with its principal place of business at **[Your Business Address]** ("Seller"), and **[Distributor Full Name]**, a **[Distributor Business Type]** with its principal place of business at **[Distributor Business Address]** ("Distributor").

**1. Introduction**

1.1. Seller is engaged in the business of **[Your Business Description]**.

1.2. Distributor is engaged in the business of **[Distributor Business Description]**.

1.3. Seller desires to appoint Distributor as its exclusive distributor for the sale of certain products ("Products") in the territory of **[Territory]** ("Territory").

1.4. Distributor desires to be appointed as the exclusive distributor for the Products in the Territory.

**2. Appointment**

2.1. Seller hereby appoints Distributor as its exclusive distributor for the sale of the Products in the Territory.

2.2. Distributor hereby accepts the appointment as the exclusive distributor for the Products in the Territory.

**3. Products**

3.1. The Products that Distributor is authorized to sell are as follows:

* **[Product 1]**
* **[Product 2]**
* **[Product 3]**

3.2. Seller may, from time to time, add new Products to the list of Products that Distributor is authorized to sell. Seller will notify Distributor in writing of any such additions.

**4. Territory**

4.1. The Territory in which Distributor is authorized to sell the Products is as follows:

* **[Territory Description]**

4.2. Distributor shall not sell the Products outside of the Territory.

**5. Sales and Marketing**

5.1. Distributor shall use commercially reasonable efforts to promote and sell the Products in the Territory.

5.2. Distributor shall comply with all applicable laws and regulations in connection with the sale of the Products.

5.3. Distributor shall not make any representations or warranties regarding the Products that are not authorized by Seller.

5.4. Distributor shall not use any trademarks or trade names of Seller without Seller's prior written consent.

**6. Orders and Deliveries**

6.1. Distributor shall submit all orders for Products to Seller in writing.

6.2. Seller shall deliver the Products to Distributor at **[Delivery Location]** within **[Delivery Timeframe]** of receipt of Distributor's order.

6.3. Distributor shall be responsible for all costs of shipping and handling the Products.

6.4. Title to the Products shall pass to Distributor upon delivery of the Products to Distributor.

**7. Pricing and Payment**

7.1. The price of the Products shall be as set forth in Seller's price list, which may be amended from time to time by Seller upon written notice to Distributor.

7.2. Distributor shall pay Seller for the Products within **[Payment Timeframe]** of the invoice date.

7.3. All payments shall be made in **[Currency]** to Seller at **[Payment Address]**.

7.4. Distributor shall be responsible for all taxes and other charges associated with the purchase of the Products.

**8. Termination**

8.1. This Agreement may be terminated by either party upon **[Notice Period]** written notice to the other party.

8.2. This Agreement may be terminated by Seller immediately upon written notice to Distributor if Distributor:

* Fails to make any payment due to Seller within **[Payment Timeframe]** of the invoice date.
* Breaches any of the terms and conditions of this Agreement.
* Becomes insolvent or bankrupt.
* Is dissolved or liquidated.

8.3. This Agreement may be terminated by Distributor immediately upon written notice to Seller if Seller:

* Fails to deliver the Products to Distributor within **[Delivery Timeframe]** of receipt of Distributor's order.
* Breaches any of the terms and conditions of this Agreement.
* Becomes insolvent or bankrupt.
* Is dissolved or liquidated.

**9. Confidentiality**

9.1. Distributor agrees to hold confidential all information relating to Seller's business, including but not limited to, Seller's trade secrets, customer lists, pricing information, and marketing plans.

9.2. Distributor shall not disclose any confidential information to any third party without Seller's prior written consent.

**10. Warranties and Indemnification**

10.1. Seller warrants that the Products will be free from defects in materials and workmanship for a period of **[Warranty Period]** from the date of delivery.

10.2. Seller's sole liability for any breach of this warranty shall be limited to, at Seller's option, repairing or replacing the defective Products.

10.3. Distributor agrees to indemnify and hold harmless Seller from and against any and all claims, losses, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to:

* Distributor's breach of this Agreement.
* Distributor's negligence or willful misconduct.
* Distributor's use or sale of the Products.

**11. Governing Law and Dispute Resolution**

11.1. This Agreement shall be governed by and construed in accordance with the laws of Kenya.

11.2. Any dispute arising out of or relating to this Agreement shall be settled by binding arbitration in accordance with the Arbitration Act, 1995. The arbitration shall be held in **[City, Kenya]**. The arbitration shall be conducted in the English language. The decision of the arbitrator shall be final and binding on the parties.

**12. Entire Agreement**

12.1. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous communications, representations, or agreements, whether oral or written.

**13. Severability**

13.1. If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be struck from this Agreement and the remaining provisions shall remain in full force and effect.

**14. Notices**

14.1. All notices and other communications hereunder shall be in writing and shall be deemed to have been duly given when delivered personally, sent by certified or registered mail, return receipt requested, or sent by overnight courier service, addressed as follows:

If to Seller:

**[Your Full Name]**
**[Your Business Address]**

If to Distributor:

**[Distributor Full Name]**
**[Distributor Business Address]**

**15. Waiver**

15.1. No waiver of any breach of any provision of this Agreement shall constitute a waiver of any other or subsequent breach.

**16. Assignment**

16.1. This Agreement may not be assigned by either party without the prior written consent of the other party.

**17. Counterparts**

17.1. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.

**[Your Full Name]**

**[Distributor Full Name]**

---


### Sales Agreement for a Business Selling Products to a Distributor

---

#### Table of Contents

1. Introduction
2. Definitions
3. Scope of Agreement
4. Products and Pricing
5. Orders and Delivery
6. Payment Terms
7. Duties and Responsibilities of the Distributor
8. Duties and Responsibilities of the Supplier
9. Confidentiality
10. Term and Termination
11. Dispute Resolution
12. Governing Law
13. Miscellaneous Provisions
14. Signatures

---

### 1. Introduction

This Sales Agreement ("Agreement") is made and entered into on [Date], by and between [Supplier's Full Name], a company incorporated under the laws of [Country], with its principal place of business at [Supplier's Address] ("Supplier"), and [Distributor's Full Name], a company incorporated under the laws of [Country], with its principal place of business at [Distributor's Address] ("Distributor").

### 2. Definitions

- **"Products"**: Refers to the items listed in Schedule A of this Agreement.
- **"Territory"**: Refers to the geographical area specified in Schedule B where the Distributor is authorized to sell the Products.
- **"Confidential Information"**: Refers to any non-public information disclosed by either party to the other, either directly or indirectly, in writing, orally, or by inspection of tangible objects.

### 3. Scope of Agreement

This Agreement sets forth the terms and conditions under which the Supplier agrees to sell and the Distributor agrees to purchase the Products for resale within the Territory.

### 4. Products and Pricing

- **Products**: The Supplier agrees to sell and the Distributor agrees to purchase the Products listed in Schedule A.
- **Pricing**: The prices for the Products are set forth in Schedule C. Prices are subject to change upon [30/60/90] days' written notice from the Supplier to the Distributor.

### 5. Orders and Delivery

- **Orders**: The Distributor shall place orders for the Products by submitting a purchase order to the Supplier. Each purchase order shall specify the quantity of Products ordered and the requested delivery date.
- **Delivery**: The Supplier shall deliver the Products to the Distributor's designated location within [number] days of receiving the purchase order. Delivery terms shall be [FOB/FCA/CIF] as specified in Schedule D.

### 6. Payment Terms

- **Payment**: The Distributor shall pay the Supplier for the Products within [30/60/90] days of the invoice date. Payment shall be made in [currency] by [method of payment].
- **Late Payment**: Any payment not made within the specified period shall accrue interest at a rate of [percentage]% per month.

### 7. Duties and Responsibilities of the Distributor

- **Marketing and Sales**: The Distributor shall use its best efforts to market and sell the Products within the Territory.
- **Compliance**: The Distributor shall comply with all applicable laws and regulations in the Territory.
- **Reporting**: The Distributor shall provide the Supplier with regular reports on sales, inventory levels, and market conditions.

### 8. Duties and Responsibilities of the Supplier

- **Supply**: The Supplier shall ensure a consistent supply of the Products to meet the Distributor's orders.
- **Support**: The Supplier shall provide the Distributor with marketing materials, training, and technical support as necessary.
- **Warranty**: The Supplier warrants that the Products shall be free from defects in material and workmanship for a period of [number] months from the date of delivery.

### 9. Confidentiality

Both parties agree to keep confidential any Confidential Information disclosed during the term of this Agreement and for a period of [number] years thereafter. Confidential Information shall not be disclosed to any third party without the prior written consent of the disclosing party.

### 10. Term and Termination

- **Term**: This Agreement shall commence on the date first written above and shall continue for a period of [number] years unless terminated earlier in accordance with this Agreement.
- **Termination for Cause**: Either party may terminate this Agreement upon [30/60/90] days' written notice if the other party breaches any material term of this Agreement and fails to cure such breach within [30/60/90] days of receiving notice of the breach.
- **Termination for Convenience**: Either party may terminate this Agreement for convenience upon [number] days' written notice to the other party.

### 11. Dispute Resolution

Any disputes arising out of or in connection with this Agreement shall be resolved through [mediation/arbitration] in accordance with the rules of [arbitration/mediation body]. The place of [mediation/arbitration] shall be [location], and the language of the proceedings shall be [language].

### 12. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of [Country], without regard to its conflict of law principles.

### 13. Miscellaneous Provisions

- **Entire Agreement**: This Agreement constitutes the entire agreement between the parties and supersedes all prior agreements and understandings, whether written or oral.
- **Amendments**: Any amendments to this Agreement must be in writing and signed by both parties.
- **Severability**: If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.
- **Waiver**: The failure of either party to enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision.

### 14. Signatures

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written.

---

**Supplier:**

[Supplier's Full Name]  
[Supplier's Title]  
[Supplier's Company Name]  
[Supplier's Address]  
[Supplier's Signature]  
[Date]

**Distributor:**

[Distributor's Full Name]  
[Distributor's Title]  
[Distributor's Company Name]  
[Distributor's Address]  
[Distributor's Signature]  
[Date]

---

### TLDR

This Sales Agreement outlines the terms and conditions under which a Supplier agrees to sell and a Distributor agrees to purchase products for resale within a specified territory. It includes provisions on product pricing, orders, delivery, payment terms, duties and responsibilities of both parties, confidentiality, term and termination, dispute resolution, governing law, and miscellaneous provisions.

### Conclusion

This Sales Agreement is designed to ensure a clear understanding between the Supplier and the Distributor regarding the sale and distribution of products. It aims to protect the interests of both parties and provide a framework for a successful business relationship.

---

Sources:
- [PandaDoc - Distributor Agreement Template](https://www.pandadoc.com/distributor-agreement-template/)
- [Legal GPS - Understanding Distribution Agreements](https://www.legalgps.com/contract-template-blogs/understanding-distribution-agreements-a-comprehensive-guide)
- [Cecil Network - Distributorship Agreement Kenya: Legal Considerations & Guidelines](https://www.cecil.network/distributorship-agreement-kenya-legal-considerations-guidelines/)
- [Masson International - Distribution Agreement: Everything You Need To Know](https://www.massoninternational.com/blog/distribution-agreement-everything-you-need-to-know)
- [Kenya Law Reports - Sale of Goods Act](http://www.kenyalaw.org:8181/exist/rest/db/kenyalex/Kenya/Legislation/English/Acts%20and%20Regulations/S/Sale%20of%20Goods%20Act%20Cap.%2031%20-%20No.%2033%20of%201930/docs/SaleofGoodsAct33of1930.pdf)

Write a Sales Agreement for a business selling products to a distributor.

Ask a lawyer: Write a Sales Agreement for a business selling products to a distributor.

Ask a lawyer:
Write a Sales Agreement for a business selling products to a distributor.