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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.

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