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Sales And Distribution Agreement Template for United Arab Emirates

A comprehensive legal agreement governed by UAE law that establishes the terms and conditions under which a supplier/manufacturer grants rights to a distributor to sell and distribute specified products within defined territories in the UAE. The agreement complies with UAE Federal Law No. 18 of 1981 (Commercial Agency Law) and related regulations, addressing key aspects such as territorial exclusivity, minimum purchase requirements, marketing obligations, and product warranties. It includes specific provisions required under UAE law for commercial relationships, including agency registration requirements where applicable, and incorporates local commercial practices and regulatory requirements.

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What is a Sales And Distribution Agreement?

The Sales and Distribution Agreement is a crucial commercial contract used when a manufacturer or supplier wishes to establish a distribution network in the United Arab Emirates. It is particularly important given the UAE's position as a major regional trading hub and its specific legal requirements for commercial agencies and distribution relationships. The agreement must comply with UAE Federal Law No. 18 of 1981 (Commercial Agency Law) and related regulations, which provide significant protections for registered commercial agents. This document defines the commercial relationship between parties, including product supply terms, territorial rights, performance requirements, and compliance obligations. It is essential for businesses expanding their market presence in the UAE and must carefully balance commercial flexibility with regulatory compliance, particularly regarding exclusivity provisions and termination rights under local law.

What sections should be included in a Sales And Distribution Agreement?

1. Parties: Identification of the supplier/manufacturer and distributor with full legal names and addresses

2. Background: Context of the agreement and brief description of the parties' business activities

3. Definitions: Defined terms used throughout the agreement

4. Appointment and Territory: Scope of distributor appointment and defined territorial limits

5. Term and Renewal: Duration of the agreement and renewal provisions

6. Products: Description and scope of products covered by the agreement

7. Orders and Delivery: Process for ordering, acceptance, and delivery of products

8. Prices and Payment: Pricing structure, payment terms, and currency provisions

9. Minimum Purchase Requirements: Minimum order quantities or values and consequences of failure

10. Marketing and Promotion: Marketing obligations and brand usage requirements

11. Intellectual Property Rights: Protection and usage of trademarks, patents, and other IP

12. Confidentiality: Protection of confidential information and trade secrets

13. Warranties and Liability: Product warranties and limitation of liability provisions

14. Termination: Termination rights and consequences

15. Post-Termination: Obligations and rights after termination

16. Governing Law and Jurisdiction: UAE law as governing law and jurisdiction provisions

17. General Provisions: Standard boilerplate clauses including force majeure, notices, and assignment

What sections are optional to include in a Sales And Distribution Agreement?

1. Non-Competition: Restrictions on distributor's ability to compete, used when exclusive distribution rights are granted

2. Sub-Distributors: Rights and conditions for appointing sub-distributors, included when sub-distribution is permitted

3. Training and Support: Technical support and training obligations, used for complex products or services

4. Insurance: Specific insurance requirements, important for high-value or high-risk products

5. Compliance with Anti-Corruption Laws: Detailed anti-corruption provisions, essential for international distribution

6. Data Protection: Data handling and privacy requirements, needed when personal data is processed

7. Import/Export Compliance: Specific provisions for international trade compliance, needed for cross-border distribution

8. Quality Control: Detailed quality assurance requirements, important for regulated products or luxury goods

9. After-Sales Service: Service and maintenance obligations, relevant for technical or durable goods

What schedules should be included in a Sales And Distribution Agreement?

1. Schedule 1 - Products: Detailed list of products including specifications and pricing

2. Schedule 2 - Territory: Detailed description of territorial scope including any exclusions

3. Schedule 3 - Minimum Purchase Requirements: Detailed targets and requirements by period

4. Schedule 4 - Trademark Usage Guidelines: Specific requirements for use of supplier's trademarks

5. Schedule 5 - Service Level Requirements: Detailed performance metrics and service standards

6. Schedule 6 - Commission Structure: Detailed commission calculations and payment terms

7. Schedule 7 - Technical Support Requirements: Specific technical support and maintenance obligations

8. Appendix A - Approved Sub-Distributors: List of pre-approved sub-distributors if applicable

9. Appendix B - Marketing Guidelines: Detailed marketing and promotion requirements

Authors

Alex Denne

Head of Growth (Open Source Law) @ tiktok成人版 | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents

Document Type

Sales Agreement

Sector

Sales

Cost

Free to use

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