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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

  • Arbitration Act, 1995


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]


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