DISTRIBUTOR AGREEMENT
1. Parties
This Distributor Agreement ("Agreement") is made as of __________________ between __________________, having its registered office at __________________ ("Supplier"), and __________________, having its registered office at __________________ ("Distributor").
2. Appointment
The Supplier appoints the Distributor as its authorised distributor for the resale of __________________ (the "Products") within __________________ (the "Territory"), and the Distributor accepts such appointment on a principal-to-principal basis, purchasing Products from the Supplier for resale in its own name and for its own account.
3. Nature of Relationship
The relationship between the Supplier and the Distributor is that of independent contractors on a buy-sell basis. Nothing in this Agreement shall constitute the Distributor as an agent, partner, or employee of the Supplier, and the Distributor shall have no authority to bind the Supplier to any obligation.
4. Pricing and Payment Terms
The Supplier shall sell Products to the Distributor at prices set out in the price list issued by the Supplier from time to time, subject to reasonable prior notice of any change. Payment for Products supplied shall be made by the Distributor within __________________, failing which the Supplier may withhold further supply until outstanding dues are cleared.
5. Minimum Purchase Commitment
The Distributor shall purchase Products of not less than __________________, failing which the Supplier may, at its discretion, convert the appointment to a non-exclusive basis or terminate this Agreement in accordance with Clause 11.
6. Orders and Delivery
The Distributor shall place purchase orders in the form specified by the Supplier, and the Supplier shall use reasonable efforts to fulfil accepted orders within the delivery timelines communicated at the time of order confirmation, subject to product availability and force majeure events.
7. Marketing and Promotion
The Distributor shall use reasonable efforts to promote and market the Products within the Territory in a manner consistent with the Supplier's brand guidelines, and shall not make any representation or warranty regarding the Products beyond those provided by the Supplier in its official literature.
8. Inventory and Returns
The Distributor shall maintain adequate inventory of Products to meet reasonably anticipated demand within the Territory and shall store Products in accordance with any handling instructions provided by the Supplier. Returns of defective Products shall be governed by the Supplier's standard warranty and returns policy as communicated from time to time.
9. Intellectual Property
The Distributor may use the Supplier's trademarks and trade names solely for the purpose of marketing and selling the Products within the Territory, and shall not register or claim any right, title, or interest in such trademarks, all of which shall remain the exclusive property of the Supplier.
10. Non-Compete
During the term of this Agreement, the Distributor shall not, without the Supplier's prior written consent, distribute or sell products that directly compete with the Products within the Territory.
11. Term and Termination
This Agreement shall commence on __________________ and continue for a term of __________________, and may be terminated by either party on __________________ written notice, or with immediate effect on a material, uncured breach by the other party, or insolvency of the other party.
12. Consequences of Termination
On termination, the Distributor shall immediately cease using the Supplier's trademarks in connection with any new marketing activity, settle all outstanding payments due to the Supplier, and the Supplier shall have no obligation to repurchase unsold inventory unless otherwise agreed in writing.
13. Indemnity and Limitation of Liability
The Distributor shall indemnify the Supplier against claims arising from the Distributor's negligence, unauthorised representations, or non-compliance with applicable laws in the course of distributing the Products. Neither party shall be liable to the other for indirect or consequential losses arising out of this Agreement.
14. Dispute Resolution and Governing Law
This Agreement shall be governed by the laws of India. Any dispute shall be referred to arbitration under the Arbitration and Conciliation Act, 1996, seated at __________________, __________________.
15. Miscellaneous
This Agreement constitutes the entire agreement between the parties on the subject matter and supersedes all prior discussions. Neither party may assign this Agreement without the other's prior written consent. This Agreement may be executed in counterparts, and all notices shall be sent in writing to the addresses set out above.
Execution / registration notes
- GST is applicable on the principal-to-principal sale from Supplier to Distributor — ensure invoicing and e-way bill compliance for interstate movement of goods.
- If the appointment is exclusive for the Territory, state this explicitly, as the default position under this format is non-exclusive unless amended.
- Consider adding a schedule listing current price lists and minimum purchase targets that can be updated without amending the main Agreement.
- Have this draft reviewed to align with your specific credit period, security deposit, and product warranty policies before execution.
General-reference format provided by PNPC Global. Not legal advice. Laws and stamp-duty requirements vary by state and change over time — have this document vetted by a qualified professional before execution.