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Sales And Distribution Agreement Template for New Zealand

A comprehensive legal agreement governed by New Zealand law that establishes and regulates the commercial relationship between a supplier/manufacturer and a distributor. The document outlines the terms and conditions for the distribution of products, including territorial rights, pricing structures, performance expectations, and operational requirements. It incorporates key provisions required under New Zealand legislation, including compliance with the Fair Trading Act 1986 and the Contract and Commercial Law Act 2017, while establishing clear frameworks for ordering, delivery, marketing, and dispute resolution.

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What is a Sales And Distribution Agreement?

The Sales and Distribution Agreement serves as a fundamental legal framework for businesses looking to expand their market reach through distribution partnerships in New Zealand. This document is essential when a supplier wishes to appoint a distributor to sell and distribute their products within a specified territory. It addresses crucial aspects such as exclusivity, minimum purchase requirements, marketing obligations, and performance targets, while ensuring compliance with New Zealand's commercial laws. The agreement is particularly important for international companies entering the New Zealand market and local businesses establishing distribution networks. It provides comprehensive coverage of operational details, intellectual property rights, confidentiality obligations, and termination provisions, making it suitable for both straightforward distribution arrangements and complex multi-territory relationships.

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

1. Parties: Identifies and provides full legal details of the contracting parties (Supplier and Distributor)

2. Background: Sets out the context of the agreement, including the Supplier's business, products, and intention to appoint the Distributor

3. Definitions and Interpretation: Defines key terms and establishes interpretation principles for the agreement

4. Appointment and Territory: Specifies the nature of appointment (exclusive/non-exclusive) and defines the geographical territory

5. Term and Renewal: Specifies initial term, renewal conditions, and termination notice periods

6. Distributor Obligations: Details core responsibilities including minimum purchase requirements, marketing efforts, and service standards

7. Supplier Obligations: Outlines supplier's commitments regarding product supply, support, and training

8. Ordering and Supply: Details the process for ordering, delivery, and acceptance of products

9. Prices and Payment: Specifies pricing structure, payment terms, and price revision mechanisms

10. Intellectual Property: Covers trademark usage, licensing, and IP protection obligations

11. Confidentiality: Defines confidential information and protection obligations

12. Termination: Details termination grounds, processes, and consequences

13. Post-Termination: Specifies obligations and rights after agreement ends

14. General Provisions: Includes standard boilerplate clauses like notices, governing law, and dispute resolution

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

1. Performance Targets: Used when specific sales targets or KPIs need to be met by the distributor

2. Sub-Distributors: Include when the distributor is permitted to appoint sub-distributors

3. Marketing and Promotion: Detailed section when specific marketing obligations or cooperative advertising are required

4. Training Requirements: Include when product complexity requires formal training programs

5. Insurance: Detailed insurance requirements when high-value or high-risk products are involved

6. Data Protection: Include when personal data processing is part of the distribution arrangement

7. Import/Export: Required when distribution involves international trade

8. Product Warranty: Detailed warranty terms when standard terms need modification

9. Quality Control: Include for products requiring specific storage or handling conditions

10. Non-Compete: Used when restricting distributor's ability to deal in competing products

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

1. Schedule 1: Products: Detailed list of products covered by the agreement, including specifications and prices

2. Schedule 2: Territory: Detailed description of geographical territory and any excluded areas

3. Schedule 3: Performance Targets: Specific sales targets, KPIs, and measurement criteria

4. Schedule 4: Commission Structure: Detailed pricing and commission calculations

5. Schedule 5: Technical Requirements: Technical specifications, storage requirements, and handling procedures

6. Schedule 6: Trademark Usage Guidelines: Specific rules and guidelines for using supplier's trademarks

7. Schedule 7: Service Level Requirements: Detailed service standards and response times

8. Appendix A: Standard Operating Procedures: Detailed operational procedures and processes

9. Appendix B: Forms and Templates: Standard forms for orders, reports, and other routine communications

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

New Zealand

Document Type

Sales Agreement

Sector

Sales

Cost

Free to use

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