Legal Document For Our Partners Program

• 2.1 The Supplier appoints the Distributor who shall have the [EXCLUSIVE/NON-EXCLUSIVE] right to distribute the Goods and/or Services in the Territory for the Term.

If non-exclusive include 2.2 below

• 2.2 The Supplier shall be entitled to sell direct to customers and to appoint other persons to act as its distributors of the Goods and/or Services in the Territory.

If exclusive include 2.3 and 2.4 below

• 2.3 The Supplier agrees not to appoint any other person to act as its distributor of the Goods and/or Services in the Territory or supply any Goods and/or Services to any other person, firm or company in the Territory.
• 2.4 The Supplier shall be entitled to terminate the restrictions specified in clause 2.2 or terminate this agreement if in any year of this agreement the invoice value of the Goods and/or Services ordered by the Distributor from the Supplier during that year falls short of the invoice value shown opposite that year in the table shown in schedule 3, unless the Distributor pays a sum equal to the shortfall to the Supplier within 30 days after the end of that year. Where the Supplier is so entitled to terminate the restrictions in clause 2.2 or terminate this agreement it shall give not less than 2 months' written notice to the Distributor within 6 months after the end of that year. A ‘year of this agreement’ means a period of 12 months commencing on [DATE] in one year and ending on [DATE] in the following year, except that the first 12 month period shall commence on the date of this agreement and end on [DATE].

• 3.1 Subject to clause 3.2 the Supplier agrees to supply the Goods to the Distributor in accordance with orders received from the Distributor.
• 3.2 The Supplier shall be entitled to vary the Goods and/or Services either by making such changes in the design production or packaging of the Goods and/or Services as the Supplier shall think fit or by the withdrawal of Goods and/or Services from its range of Goods and/or Services or by the addition to its Goods and/or Services of further Goods and/or Services.
• 3.3 The Supplier must inform the Distributor of the estimated delivery date for the order of the Goods upon receipt of the order and must use all reasonable endeavours to meet that delivery date. The date of delivery specified by the Supplier is an estimate only and time for delivery shall not be of the essence and the Supplier shall not be liable to the Distributor as a result of any delay in delivery.
• 3.4 The Supplier shall provide the Distributor with a copy of its standard terms and conditions of sale which shall apply to all sales of the Goods and/or Services to the Distributor and where any of the conditions is inconsistent with any provisions of this agreement, the provisions of this agreement shall prevail. The Distributor shall be entitled to notice in writing of any change in the Supplier's terms and conditions of sale not less than one month before the change takes effect.

• 4.1 The Distributor shall be responsible for providing the Supplier with all information necessary to allow the Supplier to fulfil each order and for ensuring the accuracy of each order.
• 4.2 The Distributor must comply with all labelling, marketing and other applicable legal requirements in the Territory and obtain any necessary import licences, certificates of origin or other requisite documents, and pay all applicable customs, duties and taxes in respect of the Goods and/or Services in respect of each order.
• 4.3 The Distributor must give the Supplier not less than [NOTICE PERIOD] months' written notice of its estimated requirements for the Goods and/or Services for each month.
• 4.4 Each order for the Goods shall constitute a separate contract and the Distributor shall not be entitled to terminate this agreement as a result of any default by the Supplier in relation to any one order.

• 5.1 The Distributor must not hold himself out as the Supplier's agent for sales of the Goods and/or Services nor bind the Supplier in any way but may refer to himself as the Supplier’s ‘authorised distributor’.
• 5.2 The Distributor must not use a sales agent or a sub-distributor for the sale of any Goods and/or Services without the express written permission of the Supplier.
• 5.3 The Distributor must not without the express written permission of the Supplier be concerned or interested either directly or indirectly in the sale of any goods and/or services which are similar to or competitive with the Goods and/or Services.
• 5.4 The Distributor must not sell directly or indirectly any of Goods and/or Services outside the Territory.
• 5.5 The Distributor must not offer, promise, give, request, agree to receive or accept any bribes and agrees to remain bound by the laws of the UK relevant to countering bribery and corruption, including the Bribery Act 2010.

• 6.1 Full legal title in the Goods shall not pass to the Distributor until the Supplier has received payment in full of all amounts due and owing from the Distributor to the Supplier for the time being (including any interest accruing and owing to the Supplier) and from time to time in respect of all such Goods. Until that time the Distributor shall have the power to deal with or use the Goods as fiduciary bailee of the Supplier and may sell the Goods in the ordinary course of business but must not otherwise sell, mortgage, encumber or part with possession of the Goods or allow any lien or encumbrance to arise over them.
• 6.2 During such time as title in the Goods remains in the Supplier, the Supplier shall be entitled to inspect the Goods or repossess them at any time and may enter the premises where they are stored or are reasonably thought to be stored. The Goods must be stored at the Distributor's premises separately from its own or those of any third party until payment in full has been made to the Supplier.
• 6.3 Risk in the Goods shall pass to the Distributor from the time of delivery to the carrier at the Supplier’s premises.

• 7.1 The prices for all Goods and/or Services to be supplied under this agreement shall be the Supplier’s ex works list prices from time to time (inclusive of packaging costs) less [DISCOUNT]%. All prices are exclusive of any applicable VAT, for which the Distributor shall be additionally liable. The Supplier must provide the Distributor with up-to-date copies of the Supplier's price lists and must give the Distributor not less than [NOTICE PERIOD] months' notice in writing of any alteration in such list prices.
• 7.2 The Distributor shall be liable for the costs of any applicable transport and insurance in addition to the price for the Goods and/or Services and where the Supplier arranges to do this on behalf of the Distributor the Distributor must reimburse the Supplier in full.
• 7.3 On placing an order for the Goods the Distributor shall pay a deposit of [DEPOSIT]% of the relevant list price for each order and the balance of the price shall be invoiced for payment on delivery.
• 7.4 If the Distributor fails to pay the price for any Goods and/or Services within 30 days of receipt of the invoice for them, the Supplier may, without prejudice to any other right or remedy it may have, cancel or suspend any further delivery to the Distributor under any order or sell or otherwise dispose of the Goods that are the subject of any order by the Distributor and apply the proceeds of sale to the overdue payment.
• 7.5 The Supplier shall be entitled to charge interest on overdue invoices from the date when payment becomes due from day to day until the date of payment at a rate of [INTEREST RATE]% per annum above the base rate of the Bank of England in force from time to time.
• 7.5 Payments must be made in sterling to a bank account notified by the Supplier in writing to the Distributor from time to time.

• 8.1 The Distributor shall be responsible for promoting the sale of the Goods and/or Services in the Territory in such manner as it thinks fit and may resell the Goods and/or Services at prices to be determined by the Distributor. The Distributor must provide the Supplier with up-to-date copies of the Distributor's price lists.
• 8.2 The Distributor shall make regular stock checks to ensure adequate stock of the Goods to meet the expected needs of the market.
• 8.3 On placing an order for the Goods the Distributor shall pay a deposit of [DEPOSIT]% of the relevant list price for each order and the balance of the price shall be invoiced for payment on delivery.
  1. comply with all legal requirements relating to the storage and sale of the Goods and/or Services;
  2. provide the Supplier with a monthly sales report in relation to sales made in the preceding month; and
  3. use only such advertising, promotional and selling materials as are approved in writing by the Supplier.

  If exclusive include 8.3.4 - 8.3.6

  4. maintain an active and suitably trained sales force, subject to implementation of clause 9.2;
  5. spend not less than £[AMOUNT] on advertising the Goods and/or Services in the Territory during each year of this agreement; and
  6. provide an after sales service for customers in relation to the Goods and/or Services, to the Supplier's reasonable satisfaction.

If exclusive include “support” following

• 9.1 In order to assist the Distributor in the sale of the Goods and/or Services in the Territory the Supplier must provide the Distributor with any appropriate information, brochures, catalogues or samples reasonably required by the Distributor. Any technical enquiries made by the Distributor should be answered as soon as reasonably practicable by the Supplier.
• 9.2 During the first [PERIOD] of this agreement:
  1. at such time as may be agreed and for a period not exceeding [PERIOD], the Supplier must make available to the Distributor the services of an employee of the Supplier suitably qualified to assist the Distributor in the marketing of the Goods and/or Services, and
  2. at such time as may be agreed and for a period not exceeding [PERIOD], the Distributor may send to the Supplier's premises up to [NUMBER] suitably qualified employees for training by the Supplier in matters relating to the Goods and/or Services and their marketing,

  such services to be provided free of charge, but all expenses, including travelling and accommodation, incurred by the Supplier's employees shall be reimbursed by the Distributor and the Distributor shall be liable for all expenses incurred by its employees sent to the Supplier's premises.

• 9.3 Each party agrees to indemnify the other party against any direct damage to its property caused by any act or omission of the visiting employee at its premises and the employer must ensure that the visiting employee complies with all regulations in force at the other party's premises.

• 10.1 Either party may terminate this agreement summarily by notice in writing to the other if:
  1. the other party commits any breach of any of the provisions of this agreement and, in the case of a breach capable of remedy, fails to remedy the same within 30 days after receipt of a written notice giving full particulars of the breach and requiring it to be remedied;
  2. the other party makes any voluntary arrangement with its creditors or becomes subject to an administration order;
  3. the other party goes into liquidation, except for the purposes of amalgamation or reconstruction;
  4. a receiver is appointed over any of the property or assets of the other party; or
  5. the other party ceases to carry on business.
• 10.2 For the purposes of clause 10.1, a breach shall be considered capable of remedy if the party in breach can comply with the provision in question in all respects other than as to the time of performance provided that time of performance is not of the essence.
• 10.3 The Supplier shall be entitled to terminate this agreement by giving not less than 30 days' written notice to the Distributor if there is at any time a material change in the management, ownership or control of the Distributor.

• 11.1 On the expiry or other termination of this agreement:
  1. the Supplier may repurchase any stocks of the Product held by the Distributor at their invoice value or the value at which they stand in the books of the Distributor, whichever is lower and the Supplier shall be liable for the costs of and arranging transport and insurance. The Distributor may sell stocks for which he has accepted orders from customers before the date of termination, or in respect of which the Supplier does not, by written notice given to the Distributor within 30 days after the date of termination, exercise its right of repurchase;
  2. the Distributor undertakes within 60 days to return to the Supplier at its own expense or dispose of according to the instructions of the Supplier, all samples, sales, promotional and advertising material relating to the Goods and/or Services which are in the Distributor’s possession and to cease forthwith promoting the Goods and/or Services or using the Trade Marks other than in relation to the sale of stock in respect of which the seller does not exercise its right of repurchase;
  3. all outstanding invoices shall become immediately payable by the Distributor and any invoices not yet submitted for Goods and/or Services ordered before termination shall become immediately payable on receipt of invoice.
• 11.2 The Distributor shall have no claim against the Supplier for compensation for loss of distribution rights, loss of goodwill or any similar loss.

• 12.1 Subject to clause 12.2, during the period of this agreement and after its termination, the Distributor must not disclose any confidential information (whether technical or otherwise) made available to him by the Supplier, unless such information has reached the public domain.
• 12.2 Any confidential information may be disclosed by the Distributor to:
  1. any customers or prospective customers,
  2. any governmental or other authority or regulatory body, or
  3. any employees of the Distributor or of any of the aforementioned persons,

  but only to the extent necessary for the purposes contemplated by this agreement or as is required by law, and subject in each case to the Distributor using its best endeavours to ensure that the person in question keeps the information confidential and does not use it except for the purposes for which the disclosure is made.

• 13.1 The Distributor may use the Trade Marks relating to the Goods and/or Services in the Territory for the purposes of carrying out this agreement and only as expressly authorised by the Supplier and accompanied by an acknowledgement, in a form approved by the Supplier, that the mark is a trade mark (or registered trade mark) of the Supplier. The Distributor must not cause or permit anything which may damage or endanger the Trade Marks or other intellectual property of the Supplier.
• 13.2 The Distributor acknowledges that he has no rights in respect of the Trade Marks or any trade names or other intellectual property of the Supplier except as provided in clause 13.1. Such rights are, and shall remain, vested in the Supplier.
• 13.3 The Distributor must inform the Supplier immediately of any infringement or apparent or threatened infringement in the Territory of the intellectual property of the Supplier that comes to the attention of the Distributor, and of any claim by any third party coming to its attention that the sale of the Goods and/or Services in the Territory infringes any rights of any other person.
• 13.4 The Distributor must take such reasonable action as the Supplier may direct at the expense of the Supplier in relation to any such infringement.

• 14.1 The Supplier warrants that all Goods supplied under this agreement will be of satisfactory quality and will comply with any legal or other specification agreed for them.
• 14.2 The Supplier is not aware of any rights of any third party in the Territory that would or might render the sale of the Goods and/or Services, or the use of any of the Trade Marks on or in relation to the Goods and/or Services, unlawful.

• 15.1 Where the Supplier is in breach of the warranty contained in clause 14 above for whatever reason, the Supplier’s liability shall be limited to replacement of the Goods in question, or at the Supplier’s discretion, repayment of the price where this has been paid.
• 15.2 Except in respect of death or personal injury caused by the negligence of the Supplier, in no event shall the Supplier be liable to the Distributor for any loss of business, loss of opportunity or loss of profits or for any other indirect or consequential loss or damage whatsoever, whether occasioned by the negligence of the Supplier or its employees or agents or otherwise, arising out of or in connection with any act or omission of the Supplier relating to the manufacture or supply of the Goods and/or Services, their resale by the Distributor or their use by any customer
• 15.3 Nothing in this agreement shall seek to exclude any liability for fraudulent misrepresentation.
• 15.4 Except in the case of fraudulent misrepresentation, the only remedy available in respect of any misrepresentation or untrue statement made to either the Distributor or the Supplier shall be a claim for breach of contract.

• 16.1 The Supplier shall be entitled to assign the rights and obligations under this Agreement at any time to any other party by notice in writing to the Distributor.
• 16.2 The Distributor may not assign the rights and obligations under this Agreement without the prior written consent of the Supplier.

Nothing in this agreement shall create, or be deemed to create, a partnership or the relationship of Supplier and agent or employer and employee between the parties.

This agreement contains the entire agreement between the parties relating to the subject matter and supersedes any previous agreements, arrangements, undertakings or proposals, oral or written. Unless expressly provided elsewhere in this agreement, this agreement may be varied only by a document signed by both parties.

Failure by the Supplier to enforce at any time or for any period any one or more of the rights conferred under this agreement shall not be a waiver of them or of the right at any time subsequently to enforce all or any of the rights hereunder.

If any provision of this agreement is held invalid, illegal or unenforceable for any reason by any Court of competent jurisdiction such provision shall be severed and the remainder of the provisions herein shall continue in full force and effect as if this agreement had been agreed with the invalid illegal or unenforceable provision eliminated. If the elimination of any offending provision will in the Supplier’s opinion adversely affect either the Trade Marks or its right to receive payment under this agreement, he may terminate this agreement by 30 days' written notice to the Distributor.

The Distributor agrees to indemnify and keep indemnified the Supplier from and against any and all loss, damage or liability suffered by the Supplier resulting from a breach of this agreement by the Distributor.

This agreement shall be suspended in the event of national emergency, war, prohibitive governmental regulations or if any other cause beyond the reasonable control of the parties renders performance of this agreement impossible. If such period of suspension exceeds 180 days, then either party may upon giving written notice to the other require that this agreement be terminated forthwith, and all money due to the Supplier must be paid immediately.

The parties to this agreement do not intend that any term of it shall be enforceable by a third party.

Any notice required to be given for the purposes of this agreement may be served by email, fax, personal service or by post to the relevant address shown in this agreement or such other address as has been notified in accordance with this clause by the party concerned as being the address for the purposes of this clause, and if sent by email shall unless the contrary is proved be deemed to be received on the day it was sent, if sent by fax shall be deemed to be served on receipt of an error free transmission report, if given by letter shall be deemed to have been served at the time at which the letter was delivered personally or if sent by post shall be deemed to have been delivered in the ordinary course of post.

This agreement shall be governed by and construed in accordance with the law of [England OR Scotland] and the parties hereby submit to the exclusive jurisdiction of the [English OR Scottish] courts.

Schedule 1

The territory
[TERRITORY]

Schedule 2

The marks
None
If exclusive include schedule 3

Schedule 3

Targets

In witness whereof this agreement is executed as follows:

Signed by the supplier

or

1. Signed for and on behalf of the supplier
2. Signature of director
3. Signature of director/secretary

1. At on
2. Before this witness:
3. Witness signature:
4. Witness name:
5. Witness address:

Signed by the distributor

Signed by the supplier

or

1. Signed for and on behalf of the distributor
2. Signature of director
3. Signature of director/secretary

1. At on
2. Before this witness:
3. Witness signature:
4. Witness name:
5. Witness address: