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

mwakili.com

Sales Agreement for a Business Selling Products to a Distributor

Introduction
Definitions
Scope of Agreement
Products and Pricing
Orders and Delivery
Payment Terms
Duties and Responsibilities of the Distributor
Duties and Responsibilities of the Supplier
Confidentiality
Term and Termination
Dispute Resolution
Governing Law
Miscellaneous Provisions
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: