Sample Exclusive Distribution Agreement

(a) appointment. Subject to the terms of this Agreement, including but not limited to the Terms and Conditions of Sale, Supplier shall appoint Distributor as its exclusive distributor of products within the Territory, and Distributor hereby agrees to such appointment. The distributor undertakes not to market products through negotiators without the prior written consent of the supplier. (a) expiry period. Upon termination or expiration of this Agreement, distributor has the right to sell its remaining inventory of products and spare parts on a non-exclusive basis as long as such inventory exists; provided, however, that the distributor complies with all the conditions of this Agreement, including those that limit the distributor`s activities. The distributor`s rights referred to in this Article 10 (a) shall be expressly subject to the possibility for the Supplier to repurchase the distributor`s inventory of products and spare parts in accordance with Article 10(b) of this Agreement. Each supplier and distributor acknowledges that a breach of Articles 3 or 7 would result in immediate and irreparable harm for which a loss of money would be insufficient. Therefore, the injured party is entitled to omission in the event of a breach by the other party of any of its obligations under these articles, without proof of actual harm and without the deposit of security or other security. Such a remedy is not considered an exclusive remedy for such an offence, but in addition to all other remedies available under the law or equity. This is an agreement that ensures that only a distributor for a specific region, market, product or other activity has the exclusive rights to distribute that product in that market. This Agreement is in all respects governed by the laws of the State, of the United States, which apply without reference to conflict of laws rules that might otherwise apply to other laws. The United Nations Agreement on Contracts for the International Sale of Goods shall not apply to purchases or transactions carried out in accordance with this Agreement.

The court having jurisdiction over all actions brought against each other by the Parties to this Agreement in respect of or as a result of this Agreement shall be appropriate only in the case of a [State] State Court or the United States District Court for the District of [State]. The distributor thus submits to the exclusive jurisdiction of these courts and accepts the service of the trial by sending confirmed fax or commercial mail (with written confirmation of receipt to the sender). . . .

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