The Dealer And Distributor Agreement is a crucial commercial contract used when a manufacturer or supplier wishes to appoint another business to sell and distribute their products in New Zealand. This agreement is essential for businesses looking to expand their market reach without establishing their own direct sales operations. The document comprehensively covers all aspects of the distribution relationship, including appointment terms, territorial rights, ordering procedures, pricing, performance targets, and compliance with New Zealand legislation. It's particularly important in protecting both parties' interests while ensuring compliance with New Zealand's commercial law framework, including the Fair Trading Act 1986 and Commerce Act 1986. The agreement is designed to provide clarity on intellectual property rights, confidentiality obligations, and termination procedures, while establishing clear operational guidelines for the distribution relationship.
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1. Parties: Identifies and provides full legal details of the parties entering into the agreement
2. Background: Sets out the context and commercial intent of the agreement
3. Definitions and Interpretation: Defines key terms used throughout the agreement and establishes interpretation rules
4. Appointment and Territory: Establishes the nature of appointment (exclusive/non-exclusive) and defines the geographic territory
5. Term and Renewal: Specifies the initial term of the agreement and any renewal provisions
6. Dealer/Distributor Obligations: Details the core responsibilities and commitments of the dealer/distributor
7. Supplier Obligations: Outlines the supplier's commitments and support provisions
8. Product Orders and Delivery: Specifies the ordering process, minimum orders, and delivery terms
9. Prices and Payment Terms: Details the pricing structure, payment terms, and any volume discounts
10. Intellectual Property Rights: Covers the use of trademarks, patents, and other IP
11. Marketing and Promotion: Sets out requirements for marketing and promoting the products
12. Reporting and Records: Specifies reporting requirements and record-keeping obligations
13. Warranties and Liability: Details product warranties and limitation of liability provisions
14. Termination: Specifies grounds for termination and the termination process
15. Post-Termination Obligations: Outlines obligations and restrictions after agreement ends
16. Confidentiality: Protects confidential information of both parties
17. General Provisions: Includes standard boilerplate clauses like notices, assignment, and governing law
1. Non-Compete Provisions: Used when restricting dealer's ability to sell competing products
2. Performance Targets: Include when specific sales targets or KPIs are required
3. Training Requirements: Used when specific training or certification is required
4. After-Sales Service: Include when dealer must provide specific after-sales support
5. Insurance Requirements: Used when specific insurance coverage is mandatory
6. Product Returns: Include when specific return policies need to be established
7. Sub-Dealers: Used when appointment of sub-dealers is permitted
8. Online Sales: Include when e-commerce channels are part of the distribution strategy
9. Data Protection: Used when significant personal data processing is involved
10. Force Majeure: Include when specific force majeure provisions are required
1. Products Schedule: Detailed list of products covered by the agreement
2. Price List: Current pricing structure and any volume discount schemes
3. Territory Map: Detailed description or map of the authorized territory
4. Performance Criteria: Specific KPIs, targets, and measurement methods
5. Technical Specifications: Detailed product specifications and requirements
6. Marketing Guidelines: Brand guidelines and marketing requirements
7. Service Level Requirements: Detailed service standards and response times
8. Warranty Terms: Detailed warranty terms and procedures
9. Commission Structure: Detailed commission calculations and payment terms
10. Approved Sub-dealers: List of approved sub-dealers if applicable
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