This Exclusive Distribution Contract is designed for use when a supplier wishes to appoint a sole distributor for their products in a specified territory within New Zealand's jurisdiction. The document is essential for businesses looking to establish a controlled distribution channel while ensuring compliance with New Zealand's competition laws, particularly the Commerce Act 1986 and Fair Trading Act 1986. It comprehensively addresses crucial aspects such as exclusivity rights, territorial limitations, minimum performance requirements, product supply terms, pricing structures, and marketing obligations. The agreement is particularly valuable for suppliers seeking to maintain brand consistency and market control while expanding their distribution network through a dedicated partner. It includes specific provisions to protect both parties' interests while ensuring the arrangement doesn't breach any anti-competitive regulations under New Zealand law.
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1. Parties: Identification of the supplier and distributor, including full legal names, company details, and registered addresses
2. Background: Context of the agreement, brief description of the business relationship, and the parties' intentions
3. Definitions and Interpretation: Definitions of key terms used throughout the agreement and rules of interpretation
4. Appointment and Territory: Terms of exclusive appointment and clear definition of the territorial scope
5. Term and Renewal: Duration of the agreement and conditions for renewal
6. Supply of Products: Terms governing the ordering, supply, and delivery of products
7. Prices and Payment: Pricing structure, payment terms, and invoicing requirements
8. Minimum Purchase Requirements: Specified minimum purchase quantities or values that the distributor must meet
9. Marketing and Promotion: Obligations regarding marketing, promotion, and brand protection
10. Intellectual Property: License to use trademarks and other IP, and related protections
11. Non-Competition and Exclusivity: Scope of exclusivity and non-compete obligations
12. Compliance and Reporting: Regulatory compliance requirements and reporting obligations
13. Termination: Grounds for termination and termination procedures
14. Post-Termination: Rights and obligations following termination
15. Confidentiality: Protection of confidential information
16. General: Standard legal provisions including notices, governing law, and dispute resolution
1. Product Training: Required when products need specialized knowledge or training for distribution
2. Quality Control: Needed for products requiring specific storage, handling, or quality standards
3. After-Sales Service: Important for technical products requiring ongoing support or maintenance
4. Sub-Distribution Rights: Include when sub-distribution might be permitted
5. Insurance Requirements: Detailed insurance obligations when product liability is a significant concern
6. Performance Guarantees: When parent company or bank guarantees are required
7. Data Protection: Required when personal data processing is involved in the distribution process
8. Force Majeure: Detailed provisions for handling unforeseen events, particularly relevant in international distribution
1. Schedule 1 - Products: Detailed list of products covered by the agreement, including specifications
2. Schedule 2 - Territory: Detailed description of the exclusive territory, including maps if relevant
3. Schedule 3 - Prices: Price list and pricing structure, including any volume discounts
4. Schedule 4 - Minimum Purchase Requirements: Detailed targets and requirements for minimum purchases
5. Schedule 5 - Technical Specifications: Product technical specifications and compliance requirements
6. Schedule 6 - Marketing Guidelines: Brand guidelines and marketing requirements
7. Schedule 7 - Service Level Agreement: Performance metrics and service level requirements
8. Schedule 8 - Reporting Templates: Standard forms for required periodic reporting
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