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1. Parties: Identification of the supplier/manufacturer and distributor, including full legal names and addresses
2. Background: Context of the agreement, including brief description of the parties' businesses and purpose of the distribution arrangement
3. Definitions: Definitions of key terms used throughout the agreement
4. Appointment and Territory: Terms of distributor appointment and defined geographic territory for distribution
5. Term and Renewal: Duration of the agreement and conditions for renewal
6. Product Specifications: Description of products covered by the agreement and their specifications
7. Ordering and Delivery: Procedures for ordering products, delivery terms, and lead times
8. Price and Payment: Pricing structure, payment terms, and any volume-based discounts
9. Quality Control: Quality standards, inspection rights, and product handling requirements
10. Regulatory Compliance: Compliance with food safety laws, licensing requirements, and other regulations
11. Storage and Transportation: Requirements for product storage and transportation, including temperature control
12. Warranties and Representations: Product warranties and representations by both parties
13. Liability and Insurance: Allocation of liability and insurance requirements
14. Termination: Grounds for termination and post-termination obligations
15. Dispute Resolution: Procedures for resolving disputes between parties
16. General Provisions: Standard boilerplate clauses including force majeure, notices, and governing law
1. Exclusivity: Terms of exclusive distribution rights, used when distributor is granted exclusive rights in the territory
2. Minimum Purchase Requirements: Minimum order quantities or sales targets, included when specific performance levels are required
3. Marketing and Promotion: Marketing obligations and cost-sharing arrangements, used when specific marketing efforts are required
4. Private Labeling: Terms for private label products, included when distributor will sell products under their own brand
5. Sub-Distribution Rights: Rights and conditions for appointing sub-distributors, used when sub-distribution is permitted
6. Training and Support: Supplier's obligations for training and supporting distributor's staff, included for complex products
7. Non-Competition: Restrictions on distributing competing products, used when exclusivity is important
8. Data Sharing and Reporting: Requirements for sales data sharing and reporting, included when detailed market information is needed
1. Schedule A - Products and Pricing: Detailed list of products, specifications, and pricing structure
2. Schedule B - Territory Definition: Detailed description of geographic territory and any excluded areas
3. Schedule C - Quality Standards: Detailed quality control requirements and testing procedures
4. Schedule D - Service Levels: Specific performance metrics and service level requirements
5. Schedule E - Storage and Handling Requirements: Detailed requirements for product storage, handling, and transportation
6. Schedule F - Recall Procedures: Procedures for product recalls and related responsibilities
7. Schedule G - Insurance Requirements: Detailed insurance coverage requirements for both parties
8. Schedule H - Approved Sub-distributors: List of approved sub-distributors if applicable
9. Appendix 1 - Order Forms: Standard forms for placing orders
10. Appendix 2 - Product Labels and Packaging: Specifications for product labels and packaging requirements
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