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Dealer And Distributor Agreement
"I need a Dealer And Distributor Agreement for appointing an exclusive distributor in Austria for our medical devices business, with specific provisions for regulatory compliance and after-sales service requirements, to be effective from March 2025."
1. Parties: Identification of the supplier/manufacturer and the dealer/distributor, including full legal names and addresses
2. Background: Context of the agreement, brief description of the business relationship and parties' objectives
3. Definitions and Interpretation: Definitions of key terms used throughout the agreement and rules of interpretation
4. Appointment and Territory: Terms of dealer/distributor appointment, territorial scope, and exclusivity provisions
5. Products: Description of products covered by the agreement, including specifications and modifications
6. Orders and Supply: Process for ordering products, delivery terms, and supply chain obligations
7. Prices and Payment: Pricing structure, payment terms, and related financial obligations
8. Minimum Purchase Requirements: Required minimum purchase quantities or values, if applicable
9. Marketing and Promotion: Marketing obligations, advertising requirements, and brand promotion duties
10. Training and Support: Training requirements, technical support, and customer service obligations
11. Intellectual Property Rights: Usage of trademarks, patents, and other IP rights
12. Confidentiality: Protection of confidential information and trade secrets
13. Term and Termination: Duration of agreement, renewal provisions, and termination rights
14. Post-Termination Obligations: Obligations and rights of parties after agreement termination
15. Governing Law and Jurisdiction: Austrian law as governing law and jurisdiction for disputes
16. General Provisions: Standard legal provisions including force majeure, notices, and amendments
1. E-Commerce Provisions: Required when online sales are permitted, including website requirements and online sales restrictions
2. Non-Compete Obligations: Include when parties agree to non-competition restrictions, ensuring compliance with EU competition law
3. Product Warranties: Detailed warranty terms when specific product warranties extend beyond statutory requirements
4. After-Sales Service: Include when specific after-sales service obligations are required
5. Data Protection: Detailed GDPR compliance provisions when significant personal data processing is involved
6. Insurance Requirements: Specific insurance obligations beyond standard business insurance
7. Import/Export Compliance: Required for cross-border distribution involving non-EU countries
8. Audit Rights: Include when supplier requires detailed audit rights of distributor's operations
1. Schedule 1 - Products: Detailed list of products covered by the agreement, including specifications and pricing
2. Schedule 2 - Territory: Detailed description of geographical territory, including any excluded areas
3. Schedule 3 - Minimum Purchase Requirements: Detailed targets and minimum purchase obligations by product/period
4. Schedule 4 - Technical Requirements: Technical specifications, quality standards, and certification requirements
5. Schedule 5 - Marketing Guidelines: Detailed marketing requirements and brand usage guidelines
6. Schedule 6 - Service Level Requirements: Performance metrics and service level standards
7. Schedule 7 - Commission Structure: Detailed commission calculations and payment structures if applicable
8. Appendix A - Standard Operating Procedures: Operational procedures and compliance requirements
9. Appendix B - Reporting Templates: Standard forms for regular reporting and performance tracking
Authors
Manufacturing
Automotive
Consumer Goods
Electronics
Industrial Equipment
Medical Devices
Software and Technology
Pharmaceuticals
Food and Beverage
Machinery
Retail
Telecommunications
Construction Materials
Fashion and Apparel
Home Appliances
Legal
Sales
Commercial
Business Development
Operations
Supply Chain
Compliance
Channel Management
Partner Management
Contract Administration
Distribution
International Trade
Commercial Director
Sales Director
Business Development Manager
Legal Counsel
Contracts Manager
Distribution Manager
Channel Manager
Chief Commercial Officer
Sales Operations Manager
Compliance Officer
Supply Chain Manager
Regional Sales Manager
Partner Manager
Account Executive
General Counsel
Chief Legal Officer
Operations Director
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