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MODEL FORM OF INTERNATIONAL SOLE DISTRIBUTORSHIP CONTRACT
MODEL FORM OF INTERNATIONAL SOLE DISTRIBUTORSHIP CONTRACT
ICC Distributorship Contract(Sole Importer-Distributor)
Between
Whose registered office is at
(hereinafter called “the Supplier”)
And
Whose registered office is at
(hereinafter called “the Distributor”)
IT IS AGREED AS FOLLOWS
Article 1 Territory and Products
1.1 The Supplier grants and the Distributor accepts the
exclusive right to market and sell the products listed in
Annex I, §1(hereinafter called “the Products”) in the
territory defined in Annex I, §2 (hereinafter called “the
Territory”).
1.2 If the Supplier decides to market any other products in
the Territory, it shall so inform the Distributor in order to
discuss the possibility of including such other products
within the Products defined under Article 1.1. However, the
above obligation to inform the Distributor does not apply if,
in consideration of the characteristics of the new products
and the specialization of the Distributor, it is not to be
expected that such products may be marketed by the
Distributor(e.g. products of a completely different range ).
Article 2 Good faith and fair dealing
2.1 In carrying out their obligations under this contract the
parties will act in accordance with good faith and fair
dealing.
2.2 The provision of this contract, as well as any statements
made by the parties in connection with this distributorship
relationship, shall be interpreted in good faith.
Article 3 Distributor’s functions
3.1 The Distributor sells in its own name and for its own
account, the Products supplied by the Supplier.
3.2 The Distributor agrees to use its best efforts to promote
the sale of the Products in the Territory in accordance with
the Supplier’s policy and shall protect the Supplier’s
interests with the diligence of responsible businessman.
3.3 The Distributor is not entitled to act in the name or on
behalf of the Supplier, unless previously and specifically
authorized to do so by the latter.
3.4 The Distributor may, in cases in which it does not want to
buy and resell, refer such business to the Supplier for a
direct sale to the customer. For such activity as intermediary
the Distributor will receive a commission as set out in Annex
II, §1(if completed) or otherwise to be agreed upon case by
case, to be calculated and paid according to Annex II, §3. It
is expressly agreed that such activity as intermediary, to the
extent it remains of an accessory character, does not modify
the legal status of the Distributor as trader acting in its
own name and for its own account.
Article 4 Undertaking not to compete
4.1 Without the prior written authorization of the Supplier,
the Distributor shall not represent, manufacture, market or
sell in the Territory any products which are in competition
with the Products, for the entire term of this contract.
4.2 The Distributor is entitled to represent, manufacture,
market or sell any products which are not competitive with the
Products, provided he informs the Supplier in advance of such
activity. However, the above obligation to inform the Supplier
does not apply if, in consideration to inform the Supplier
does not apply if, in consideration of: (i) the
characteristics of the products which the Distributor wants to
represent, and (ii) the field of activity of the supplier for
whom the Distributor wishes to act, it is unreasonable to
expect that the Supplier’s interests may be affected.
4.3 The Distributor declares that it represents (and/ or
manufactures, markets or sells, directly or indirectly) as of
the date on which this contract is signed the products listed
in Annex III
Article 5 Sales organization
5.1 The Distributor shall set up and maintain an adequate
organization for sales and, where appropriate, after-sales
service, with all means and personnel as are reasonably
necessary in order to ensure the fulfillment of its
obligations under this contract for all Products and
throughout the Territory.
5.2 The parties may indicate in Annex IV the names of their
existing customers.
Article 6 Advertising and fairs
6.1 The parties shall discuss in advance the advertising
programmer for each year. All advertising should be in
accordance with the Supplier’s image and marketing policies.
The costs of agreed advertising shall be shared between the
parties in accordance with Annex V (if completed); otherwise
each party will bear the advertising expenses it has incurred.
6.2 The parties shall agree on their participating in fairs or
exhibitions within the Territory. The costs of the
Distributor’s participation in such fairs and exhibitions
shall be apportioned between the parties as indicated in Annex
V, §2.
Article 7 Conditions of supply-prices
7.1 The Supplier shall in principle supply all Products
ordered, subject to their availability, and provided payment
of the Products is adequately warranted. The Supplier may not
unreasonably reject orders received form the Distributor; in
particular, a repeated refusal of orders contrary to good
faith (e.g. if made for the purpose of hindering the
Distributor’s activity) shall be considered as a breach of
contract by the Supplier.
7.2 The Supplier agrees to make its best efforts to fulfill
the orders it has accepted.
7.3 Sales of the Products to the Distributor shall be governed
by the Supplier’s general conditions of sale. The currently
applicable version of which is attached to this Contract(Annex
VI, §1). In case of conflict between such general conditions
and the terms of this Contract, the latter shall prevail.
7.4 The prices payable by the Distributor shall be those set
forth in Supplier’s price list in force at the time the order
is received by the Supplier with the discount indicated in
Annex VI, §2. Unless otherwise agreed, such prices are subject
to change at any time, subject to one month’s notice.
7.5 The Distributor agrees to comply, with the utmost care,
with the terms of payment agreed upon between the parties.
7.6 It is agreed that the Products delivered remain the
Supplier’s property until the Supplier has received payment in
full.
Article 8 Sales targets- Guaranteed Minimum Target
8.1 The parties may agree annually on the sales targets for
the forthcoming year.
8.2 The parties shall make their best efforts to attain the
targets agreed upon, but the non-attainment shall not be
considered as a breach of the contract by a party, unless that
party is clearly at fault.
8.3 In Annex VII the parties may agree on a Guaranteed Minimum
Target and on the consequences of its non-attainment.
Article 9 Sub-distributors or agents
9.1 The Distributor may appoint sub-distributors or agents for
the sale of the Products in the Territory, provided the
Distributor informs the Supplier before the engagement.
9.2 The Distributor shall be responsible for its
sub-distributors or agents.
Article 10 Supplier to the kept informed
10.1 The Distributor shall exercise due diligence to keep the
Supplier informed about the Distributor’s activities, market
conditions and the state of competition within the Territory.
The distributor shall answer any reasonable request for
information made by the Supplier.
10.2 The Distributor shall exercise due diligence to keep the
Supplier informed about: (i) the laws and regulations which
are applicable in the Territory and relate to the Products
(e.g. import regulations, labelling, technical specifications,
safety requirements, etc.), and (ii) as far as they are
relevant for the Supplier, the laws and regulations concerning
the Distributor’s activity.
Article 11 Resale prices
A.
The Distributor is free to fix the resale prices of the
Products, with the only exception of maximum sales prices that
the Supplier may impose.
However, the Supplier may indicate “non binding” resale
prices, provided this does in no way limit the Distributor’s
right to grant lower prices.
B. CHECK ANTITRUST COMPLIANCE
The Distributor agrees to respect the resale prices fixed by
the Supplier and to impose such prices on the Distributors
buyers- resellers.
Article 12 Sales outside the Territory
A.
The Distributor agrees not to actively promote sales (e.g.
through advertising, establishing branches or distribution
depots) into the territories reserved by the Supplier
exclusively for himself or allocated by the Supplier to other
exclusive distributors or buyers.
B. CHECK ANTIRUST COMPLIANCE
The Distributor shall not sell the Products to customers
established outside the Territory or to customers whom the
Distributor should reasonably expect to resell such Products
outside the Territory. The Distributor shall transmit to the
Supplier all enquiries from customers established outside of
the Territory.
Article 13 Supplier’s trademarks and symbols
13.1 The Distributor shall use the Supplier’s trademarks,
trade names or any other symbols. However, the Distributor may
do so only for the purpose of identifying and advertising the
Products within the scope of this contract and in the
Supplier’s sole interest.
13.2 The Distributor agrees neither to register, nor to have
registered, any trademarks, trade names or symbols of the
Supplier (or which are confusingly similar to the Supplier’s),
in the Territory or elsewhere.
13.3 The Distributor’s right to use the Supplier’s trademarks,
trade names or symbols, as provided for under the first
paragraph of this Article, shall cease immediately upon the
expiration or termination, for any reason, of the present
contract. This does not preclude the Distributor’s right to
sell the Products in stock at the date of expiration of the
contract which bears the Supplier’s trademarks.
13.4 The Distributor shall notify the Supplier of any
infringement in the Territory of the Supplier’s trademarks,
trade names or symbols, or other industrial property rights,
that comes to the Distributor’s attention.
13.5 The Distributor is free to promote the Products through
Internet, but he cannot use the Supplier’s trademarks, trade
names or any other symbols without previously agreeing in
writing the details of such use.
Article 14 Confidential Information
14.1 Each party agrees not to disclose to third parties any
Confidential Information (as defined hereunder under Article
14.2) disclosed to him by the other party in the context of
this Contract.
14.2 Confidential Information means information which has been
supplied to the other party with an indication that it is
confidential, provided such information is not in the public
domain.
Article 15 Stock of Products and spare parts – After sales
service
15.1 The Distributor agrees to maintain at its own expense,
for the whole term of this contract, a stock of Products and
spare parts sufficient for the normal needs of the Territory,
and in any case at least as indicated in Annex VIII.
15.2 The Distributor agrees to provide after sales service
according to the terms and conditions set out in Annex IX,
provided such Annex has been completed.
Article 16 Sole Distributorship
16.1 The Supplier shall not, during the life of this contract,
grant any other person or undertaking (including a subsidiary
of the Supplier) within the Territory the right to represent
or market the Products. The Supplier shall furthermore refrain
from selling to customers established in the Territory, except
pursuant to the conditions set out under Article 16 hereafter.
A.
16.2 The Supplier is entitled to sell the Products to
customers outside the Territory, even if such customers intend
to export the Products into the Territory, but may not
actively solicit or otherwise provoke such sales to third
parties with the purpose of circumventing the exclusivity
under Article 16.1.
B. CHECK ANTITRUST COMPLIANCE
16.2 The Supplier shall not sell the Products to customers
outside the Territory, when the Supplier knows, or ought to
know, that such customers intend to resell the Products within
the Territory. The Supplier will also impose on its other
distributors an obligation corresponding to that under this
Article 16.2.B.
Article 17 Direct sales
17.1 The Supplier shall be entitled to deal directly with the
special customers listed in Annex II,
§2; in respect of the sales to such customers the Distributor
shall be entitled to the commission provided for in Annex II,
§2. This article shall not apply if §2 of Annex II (Special
customers commission) has not been completed by the parties.
17.2 Whenever a commission is due to the Distributor, it shall
be calculated and paid according to Annex II, §3.
Article 18 Distributor to be kept informed
18.1 The Supplier shall provide the Distributor free of charge
with all documentation relating to the Products (brochures,
etc.) reasonably needed by the Distributor for carrying out
its obligations under the contract. The Distributor shall
return to the Supplier, at the end of this Contract, all
Documents that have been made available to it by the Supplier
and that remain in its possession.
18.2 The Supplier shall provide the Distributor with all other
information reasonably needed by the Distributor for carrying
out its obligations under the contract including without
limitation any information regarding a material decrease in
its supply capacity.
18.3 The Supplier shall keep the Distributor informed of any
relevant communication with customers in the Territory.
Article 19 Terms of the Contract
A
19.1 This contract enters into force on ………………………………
And shall remain in force until terminated according to
Articles 19.2 or 20, but shall in any case expire (if not
terminated earlier) after a period of five years from the date
of its entry into force. The parties agree to meet at least
three months before the end of the five year’s period in order
to discuss the possibility of entering into a new contract
after its expiration.
19.2 This contract may be terminated by either party at any
time by notice given in writing by means of communication
ensuring evidence and date of receipt (e.g. registered mail
with return receipt, special courier), not less than 6 months
in advance. The end of the period of notice must coincide with
the end of a calendar month.
B.
19.1 This contract is concluded for an indefinite period and
enters into force on …………………
19.2 This contract may be terminated by either party at any
time by notice given in writing by means of communication
ensuring evidence and date of receipt (e.g. registered mail
with return receipt, special courier), not less than six
months in advance. The end of the period of notice must
coincide with the end of a calendar month.
C.
19.1 This Contract enters into force on the …………and shall
remain in force until …………
19.2 This contract shall be automatically renewed for
successive periods of one year, unless terminated by either
party by notice given in writing by means of communication
ensuring evidence and date of receipt (e.g. registered mail
with return receipt, special courier), not less than four
months before the date of expiry. If the contract has been in
force for more than five years, the period of notice will be
six months.
Article 20 Earlier termination
20.1 Each party may terminate this contract with immediate
effect, by notice given in writing by means of communication
ensuring evidence and date of receipt (e.g. registered mail
with return receipt, special courier), in case of a
substantial breach by the other party of the obligations
arising out of the contract, or in case of exceptional
circumstances justifying the earlier termination.
20.2 Any failure by a party to carry out all or part of its
obligations under the contract resulting in such detriment to
the other party as to substantially deprive such other party
of what it is entitled to expect under the contract, shall be
considered a substantial breach for the purpose of Article
20.1 above. Circumstances in which it would be unreasonable to
require the terminating party to continue to be bound by this
contract, shall be considered as exceptional circumstances for
the purpose of Article 20.1 above.
20.3 The parties hereby agree that the violation of the
provisions under ……………. of the present contract is to be
considered prima facie evidence of a substantial breach of the
contract. Moreover, any violation of the contractual
obligations may be considered a substantial breach if such
violation is repeated notwithstanding a request by the other
party to fulfil the contract obligations.
20.4 The parties agree that the following situations shall be
inter alia considered as exceptional circumstance which
justify the earlier termination by the other party:
bankruptcy, moratorium, receivership, liquidation or any kind
of arrangement between debtor and creditors, or any other
circumstances which are likely to affect substantially that
party’s ability to carry out its obligations under this
contract.
20.5 If the parties have completed Annex X, the contract may
also be terminated by the Supplier with immediate effect in
case of change of control, ownership and/or management of the
Distributor [ company ], according to the provisions set forth
in Annex X.
20.6 If a party terminates the contract invoking this Article,
but the reasons (if any) put forward by that party do not
justify the earlier termination, the termination will be
effective, but the other party will be entitled to damages for
the unjustified earlier termination. Such damages will be
equal to the average profits of the sale of the Products for
the period the contract would have lasted in case of normal
termination, based on the turnover of the preceding year,
unless the damaged party proves that the actual damage is
higher (or, respectively, the party having terminated the
contract proves that the actual damage is lower). The above
damages are in addition to the indemnity which may be due
under Article 21.
Article 21 Goodwill indemnity
A.
21.1 The Distributor shall not be entitled to an indemnity for
goodwill or similar compensation (“indemnity”) in case of
termination of the contract.
B.
21.1 In case of termination by the Supplier for reasons other
than a substantial breach by the Distributor, the latter shall
be entitled to an indemnity according to Annex XI.
21.2 The goodwill indemnity under this Article 21
(“Contractual Indemnity”) is in lieu of any goodwill indemnity
or equivalent compensation the Distributor may be entitled to
by virtue of rules of law applicable to the present contract
(“Statutory Indemnity”) and will consequently replace such
Statutory Indemnity (if any). However, in case the
Distributor’s right to the Statutory Indemnity cannot be
validly replaced by the Contractual Indemnity under the
applicable law, Article 21.1 will not apply and the
Distributor will be entitled to the Statutory Indemnity in
lieu of the Contractual Indemnity set out in this Article 21.1
hereabove.
21.3 The above provision does not affect the Distributor’s
right to claim damages for breach of contract as far as the
termination by the Supplier amounts to such a breach, and is
not already covered by Article 20.6.
Article 22 Return of documents and products in stock
22.1 Upon expiry of this contract the Distributor shall return
to the Supplier all promotional material and other documents
and samples which have been supplied to it by the Supplier and
are in the Distributor’s possession.
22.2 At the Distributor’s option, the Supplier will buy from
the Distributor all Products the latter has in stock, provided
they are still currently sold by the Supplier ad are in new
condition and in original packaging, at the price originally
paid by the Distributor. Products not so purchased by the
Supplier must be sold by the Distributor in accordance with
the contract on usual terms.
Article 23 Resolution of disputes
23.1 In the event of any dispute arising out of or in
connection with this distributorship contract, the parties
agree to submit the matter to settlement proceedings under the
ICC ADR Rules. If the dispute has not been settled within 45
days following the filing of a Request of ADR or within such
other period as the parties may agree in writing, the parties
will have recourse to the means of resolution of disputes set
out in Article 23.2 hereunder.
23.2.A Arbitration
All disputes arising out of or in connection with this
distributorship contract shall be finally settled under the
Rules of Arbitration of the International Chamber of Commerce
by one or more arbitrators appointed in accordance with the
said Rules.
23.2.B. Litigation (ordinary courts)
In case of dispute the courts of ……………… (place) …………………
(country) shall have jurisdiction.
Article 24 Applicable law
24.1.A.
Any questions relating to this contract which are not
expressly or implicitly settled by the provisions contained in
this contract shall be governed, in the following order:
(a) By the principles of law generally recognised in
international trade as applicable to international
distributorship contracts,
(b) By the relevant trade usages, and
(c) By the UNIDROIT Principles of International Commercial
Contracts,
With the exclusion – subject to Article 24.2 hereunder – of
national laws.
24.1.B.
This contract is governed by the laws of …………………
(name of the country the law of which is to apply).
24.2 In any event consideration shall be given to mandatory
provisions of the law of the country where the distributor is
established which would be applicable even if the contract is
governed by a foreign law. Any such provisions will be taken
into account to the extent that they embody principles which
are universally recognized and provided their application
appears reasonable in the context of international trade.
24.3 Unless otherwise agreed in writing, the sale contracts
concluded between the Supplier and the Distributor within this
distributorship agreement will be governed by the United
Nations Convention on Contracts for the International Sale of
Goods (Vienna Convention of 1980, hereafter referred to as
CISG), and to the extent that such questions are not covered
by CISG, by reference to the rules and principles of law
generally recognized in international trade as applicable to
international contracts of sale.
Article 25 Automatic inclusion under the present contract
25.1 If the parties have not made a choice between the
alternative solutions provided in Articles 11, 12, 16.2, 19,
21, 23.2 and 24.1 under the letters A and B, by deleting one
of the alternatives, and provided they have not expressly made
a choice by other means, alternative A shall be considered
applicable.
25.2 The Annexes attached to this model form an integral part
of the contract. Annexes or parts of Annexes which have not
been completed will be effective only to the extent and under
the conditions indicated in this contract.
Article 26 Previous agreements – modifications – nullity –
assignment
26.1 This contract replaces any other preceding agreement
between the parties on the subject.
26.2 No addition or modification to this contract shall be
valid unless made in writing. However a party may be precluded
by its conduct from asserting the invalidity of additions or
modifications not made in writing to the extent that the other
party has relied on such conduct.
26.3 If any provision or clause of this contract is found to
be null or unenforceable, the contract will be construed as a
whole to effect as closely as practicable the original intent
of the parties; however, if for good cause, either party would
not have entered into the contract knowing the interpretation
of the contract resulting from the foregoing, the contract
itself shall be null.
26.4 The present contract cannot be assigned without the prior
written agreement of the parties.
Article 27 Authentic text
The English text of this contract is the only authentic text.
Made in ………………… on the
The Supplier The Distributor
………………. ………………………
ANNEX I
PRODUCTS AND TERRITORY
(Article 1.1)
§ 1. Products
_____________________________________________________________________________________________________________________________________________________________________________________________________________________________________________
If this paragraph 1 of Annex I has not been filled in,
all products manufactured and/or sold by the Supplier at
present and in the future shall be considered as
“Products” for the purpose of this contract.
§ 2. Territory
_____________________________________________________________________
If this paragraph 2 of Annex I has not been filled in,
the whole territory of the country where the Distributor
has its place of business will be considered as
“Territory” for the purpose of this contract.
__________________________
ANNEX II
COMMISSION ON DIRECT SALES
§ 1. Normal commission (Article 3.4)
When acting as an intermediary, according to Article 3.4., the
Distributor is entitled to a commission of _______%.
§ 2. Special customers commission (Article 16)
On all direct sales to the following customers the Distributor
is entitled to the following commission:
%
%
%
%
%
%
%
§ 3. Calculation and payment of commission
3.1 The commission shall be calculated on the net amount of
the invoices, i.e. on the effective sales price (any discount
other than cash discounts being deducted) clear of any
additional charges (such as packing, transportation,
insurance) and clear of all duties or taxes (including value
added tax) of any kind, provided that such additional charges,
duties and taxes are separately stated in the invoice.
3.2 The Distributor shall acquire the right to commission
after full payment by the customers of the invoiced price. In
case of partial payment made in compliance with the sales
contract, the Distributor shall be entitled to a proportional
advance payment.
3.3 Should any governmental authorization (e.g. due to
exchange control regulations in the Supplier’s country) be
necessary for the Supplier to transfer abroad the commission
(or of any other sum the Distributor may be entitled to
receive), then the payment of the amount shall be made after
such authorization has been given. The Supplier shall take in
due time all necessary steps for obtaining the above
authorizations.
3.4 Except as otherwise agreed, the commission shall be
calculated in the currency of the sales contract in respect of
which the commission is due.
3.5 Any taxes imposed on the Distributor’s commission in the
Territory are for the Distributor’s account.
ANNEX III
PRODUCTS AND SUPPLIERS REPRESENTED
BY THE DISTRIBUTOR (Article 4.3)
The Distributor hereby declares that it represents (and/or
manufactures, markets or sells, directly or indirectly) on the
date on which this contract is signed, the following products
for the following suppliers:
SUPPLIER
PRODUCTS
------------------------------
--------------------------------
--------------------------------
------------------------------
--------------------------------
--------------------------------
------------------------------
--------------------------------
--------------------------------
ANNEX IV
NAMES OF EXISTING CUSTOMERS
（Article 5.2）
§ 1. The Distributor hereby declares that, before entering
into this contract, it was selling products of the same range
as the Products to the following customers within the
Territory:
------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
§ 2. The Supplier hereby declares that, before entering into
this contract, it was selling (directly or through others) the
Products to the following customers within the Territory:
--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ANNEX V
ADVERTISING, FAIRS AND EXHIBITIONS
(Article 6)
§ 1. Advertising (Article 6.1)
Except as otherwise agreed in writing, the costs of agreed
advertising shall be shared between the parties as follows:
Supplier ______%
Distributor ______%
If the spaces left blank in the above paragraph are not
filled in by the parties, each party will bear the
advertising expenses it has incurred.
§ 2. Fairs and Exhibitions (Article 6.2)
Except as otherwise agreed in writing, the costs for
Participation in fairs and exhibitions shall be shared between
the parties as follows:
Supplier ______%
Distributor ______%
If the spaces left blank in the above paragraph are not
filled in by the parties, each party will bear the
expenses it has incurred.
ANNEX VI
CONDITIONS OF SALE – DISCOUNTS
(Article 7)
§ 1. Supplier’s general conditions of sale.
To be annexed to the contract.
The Supplier’s conditions of sale shall apply only if
they have been annexed to this document, or if they have
been otherwise transmitted in writing to the distributor
for the purposes of this contract.
§ 2. Discounts and/or prices granted to the Distributor.
The Distributor is granted a discount of ______% on the list
prices referred to in Article 7.4.
If the space left blank in the above paragraph is not
filled in by the parties, and provided there is no
special list price for distributors, the Distributor
will be entitled to the discount normally granted by the
Supplier to distributors being in the same situation for
similar quantities of Products.
ANNEX VII
GUARANTEED MINIMUM TARGET
(Article 8.3)
This Annex VII is applicable only if the parties have
fixed the minimum target by filling in one of the
alternatives hereafter.
The Distributor undertakes, during each year, to place orders
for not less than:
口__________________________________ (amount in money)
口__________________________________ (amount in Products)
口____________% of the target agreed upon in
accordance with Article 8.1.
if at the end of the year the above Guaranteed Minimum Target
has not been attained, unless the Distributor shows that it
cannot be held responsible for such non – attainment, the
Supplier shall be entitled, subject to giving one month’s
notice, at its choice, to terminate this contract, or to
cancel the Distributor’s exclusivity, or to reduce the extent
of the Territory. This right must however be exercised in
writing not later than two months after the end of the year in
which the Guaranteed Minimum Target has not been attained.
Unless the parties hereafter agree on different figures, the
Guaranteed Minimum Target indicated above shall also be
applicable for each year of the duration (including the case
of renewal) of this contract.
ANNEX VIII
STOCK OF PRODUCTS
AND SPARE PARTS
(Article 15.1)
The Distributor agrees to maintain the following minimum stock
of Products and spare parts:
--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
If the Annex here – above is not filled in by the
parties, the minimum stock will be determined according
to the reasonable requirements for the Territory.
ANNEX IX
AFTER SALES SERVICE,
REPAIRS, WARRANTY
(Article 5.2)
This Annex shall be applicable only if signed by the
parties.
1. The Distributor agrees to provide, at its expense and with
its own personnel and technical means, suitable after sales
service, which shall extend to all the Products in respect of
which such assistance may be required in the Territory. Such
after sales service shall be provided in accordance with the
standards indicated by the Supplier.
2. The Supplier shall provide the Distributor with the
training necessary to enable the latter’s personnel to provide
the above services. The Distributor agrees that, at its own
expense, its technical and sales personnel will participate in
such relevant training and updating of courses as the Supplier
may decide to organize.
3. The Distributor shall carry out free of charge all repairs
and replacements provided for in the warranty conditions of
the Supplier and shall bear all the expenses of such service.
The Supplier shall supply the Distributor with the items or
parts needed to replace defective items or parts under the
warranty conditions.
4. After expiration for whatever reason of this Contract the
Distributor shall discontinue any after sale or warranty
service, unless otherwise agreed upon in writing between the
parties. Any request from the customers shall be transmitted
by the Distributor to the persons indicated by the Supplier.
The Supplier The
Distributor
_______________________________
___________________________________
ANNEX X
CHANGE OF CONTROL, OWNERSHIP
AND/OR MANGEMENT IN THE DISTRIBUTOR [COMPANY]
(Article 20.5)
The Supplier may terminate the contract with immediate effect,
if:
口 Mr______________ ceases to own more than _________% of the
shares of the Distributor company.
口 Mr______________ ceases to be the ____________ of the
Distributor company.
ANNEX XI
GOODWILL INDEMNITY
(Article 21.B)
This Annex shall be applicable only if signed by the
parties.
§ 1. In case of contract termination by the Supplier for
reasons other than a breach by the Distributor, justifying
earlier termination under Article 20, the latter shall be
entitled to an indemnity equal to 50% or ______% of the annual
gross profit made with customers introduced by the Distributor
or with customers with whom the Distributor has significantly
increased the volume of business, to be calculated on the
average of the preceding five years (or, if the contract has
lasted less than five years on the average of such duration).
§ 2. The Distributor undertakes to make its best efforts to
have the existing customers transferred to the Supplier or to
the new distributor (or agent) of the Supplier. In pursuance
of the above obligation the Distributor agrees to refrain, for
a period of 12 months from contract termination, directly or
indirectly, from selling, distributing or promoting any
products which are in competition with the Products to
customers to which it previously sold the Products or promoted
the sale of the Products under this contract.
§ 3. The indemnity shall be paid in three instalments of equal
amount respectively 4,8 and 12 months after contract
termination. The payment of the indemnity id made conditional
upon the performance, by the distributor, of the obligation
under § 2, hereabove.
§ 4. The Distributor has the option to waive its right to
indemnity at any time. In this case the non – competition
clause under § 2 above as well as the obligation to encourage
the transfer of existing customers to the Supplier or new
distributor (or agent) will cease to apply. Exercising this
option shall not require the Distributor to reimburse any
instalment which has already been paid.
The Supplier The Distributor
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