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Non Exclusive Distribution Agreement Template for Netherlands

A comprehensive legal agreement governed by Dutch law that establishes a non-exclusive distribution relationship between a supplier/manufacturer and a distributor. The agreement outlines the terms and conditions for the distribution of products within a specified territory, including pricing, minimum purchase requirements, marketing obligations, and intellectual property rights. It incorporates Dutch and EU competition law requirements while providing flexibility for the supplier to appoint other distributors in the same territory. The document addresses key commercial terms, compliance requirements, and risk allocation between the parties.

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What is a Non Exclusive Distribution Agreement?

This Non-Exclusive Distribution Agreement template is designed for use under Dutch law when a supplier wishes to appoint a distributor to sell their products while retaining the right to appoint other distributors in the same territory. The document is particularly relevant for businesses expanding their distribution networks in the Netherlands and other EU countries, incorporating necessary provisions to comply with Dutch civil law and EU competition regulations. It includes comprehensive sections covering commercial terms, product specifications, territory definitions, and compliance requirements. The non-exclusive nature of the agreement provides flexibility for the supplier's distribution strategy while offering the distributor sufficient protection for their business investments.

What sections should be included in a Non Exclusive Distribution Agreement?

1. Parties: Identification and details of the supplier/manufacturer and distributor

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

3. Definitions: Definitions of key terms used throughout the agreement

4. Appointment and Territory: Non-exclusive appointment of distributor and definition of territorial scope

5. Products: Description of products covered by the agreement and conditions for adding/removing products

6. Orders and Delivery: Process for ordering products, delivery terms, and logistics arrangements

7. Prices and Payment: Pricing structure, payment terms, and conditions for price modifications

8. Minimum Purchase Requirements: Any minimum purchase obligations and consequences of non-compliance

9. Marketing and Promotion: Obligations regarding marketing, advertising, and promotion of products

10. Intellectual Property Rights: Usage rights for trademarks, branding, and other IP

11. Confidentiality: Protection of confidential information exchanged between parties

12. Term and Termination: Duration of agreement and grounds for termination

13. Post-Termination: Rights and obligations after termination

14. General Provisions: Standard legal clauses including governing law, notices, and assignment

What sections are optional to include in a Non Exclusive Distribution Agreement?

1. Product Support and Training: Include when distributor requires specific product training or technical support

2. Quality Control: Include for products requiring specific storage, handling, or quality standards

3. Warranty and Returns: Include when specific warranty terms or return procedures are needed

4. Compliance with Laws: Include when products are subject to specific regulatory requirements

5. Non-Competition: Include when restricting distributor from selling competing products

6. Data Protection: Include when personal data processing is involved

7. Insurance: Include when specific insurance coverage is required

8. Force Majeure: Include when specific force majeure provisions are needed beyond standard clause

What schedules should be included in a Non Exclusive Distribution Agreement?

1. Schedule 1 - Products: Detailed list of products, specifications, and prices

2. Schedule 2 - Territory: Detailed description of territorial boundaries and any excluded areas

3. Schedule 3 - Minimum Purchase Requirements: Detailed targets and measurement periods

4. Schedule 4 - Technical Requirements: Product storage, handling, and maintenance requirements

5. Schedule 5 - Trademark Usage Guidelines: Specific rules for using supplier's trademarks and branding

6. Schedule 6 - Service Level Requirements: Performance metrics and service standards

7. Appendix A - Order Form Template: Standard form for placing orders

8. Appendix B - Returns Procedure: Process for handling product returns and claims

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

Jurisdiction

Netherlands

Cost

Free to use

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