![]() All orders shall be fulfilled by Company within business days of order acceptance.ī. Should Company fail to timely accept or reject an order from Distributor in accordance with this Section, such order shall be deemed accepted and shall become binding on Company. Company shall have business days after its receipt to accept (or reject for a legitimate business reason) any order submitted by Distributor. Company understands that its timely acceptance of orders from Distributor hereunder is an important element of this Agreement. Communications Pursuant to this Distributor Agreement and Orders. Distributor acknowledges that Company has not granted it any authority to make changes to Company’s terms and conditions of sale, grant any warranties in excess of those extended by Company or limit its liabilities or remedies less than Company limits its liabilities and remedies, sign quotations, incur obligations (expressed or implied), or in general enter into contracts on behalf of Company or bind Company in any transaction with customers, governmental agencies or third parties. Distributor is an independent contractor and is not and shall not be deemed to be an employee, legal representative, dealer, general agent, joint venture, or partner of Company for any purpose. Any agreement with such sub-agent, subdistributor, sub-representative, or other person shall not extend beyond the term of this Agreement.Į. Distributor may appoint sub-agents, sub-distributors, sub-representatives or other persons to act on Distributor’s behalf or to otherwise perform any of Distributor’s obligations under this Agreement within the Territory provided that (i) any compensation to such sub-agent, sub-distributor, subrepresentative or other person to act on Distributor’s behalf or to otherwise perform any of Distributor’s obligations shall be solely Distributor’s responsibility, and (ii) such appointment does not deprive Company of the essential rights to which it is entitled under this Agreement. The Products manufactured and sold by Company to Distributor for distribution hereunder are as follows:ĭ. The rights granted Distributor hereunder are granted for the following geographical areas and markets.Ĭ. Company shall not sell or otherwise supply, directly or indirectly, the Products in the Territory except by sale through the Distributor, and Company shall not contact any of Distributor’s Customers for any reason, without the prior written approval of Company.ī. ![]() Distributor shall limit its activities with respect to the Products to Customers located within the Territory and refrain from selling or otherwise transferring, directly or indirectly, the Products to any person outside the Territory, without the express written consent of Company. ![]() Subject to the terms and conditions of this Distributor Agreement, Company hereby appoints and grants Distributor the exclusive right to sell and distribute the Products to customers located in the Territory (the “Customers”) and to render other services as a distributor for Company as set forth herein. Now, Therefore, in consideration of the foregoing, and of the mutual benefit contained herein, the Parties, intending to be legally bound, agree as follows: Agreement of the Parties 1. Company desires to appoint Distributor as its exclusive distributor of the Products in the Territory, and Distributor desires such appointment subject to the terms and conditions set forth in this Agreement, including any exhibits or schedules attached hereto. Distributor desires to purchase the Products from Company for resale in the territories or geographic areas as defined in Section 1.b (the “Territory”). PreambleĬompany manufactures and sells the products listed in Section 1.c below (the “Products”). ![]() Distributor Agreement THIS DISTRIBUTOR AGREEMENT (this “Agreement”) is made and effective as of, by and between, a company, with an address located at (“Company”), and, a company, with an address located at (“Distributor”). ![]()
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