Legal agreement for the appointment of a non-exclusive distributor

Extract

[...] Under no circumstances will The Manufacturer be responsible for, or Distributor entitled to, consequential damages arising out of or owing to any detention or delay in delivery TERMINATION OF AGREEMENT 15.1 The Distributor or the Manufacturer may terminate this Agreement upon ninety days' written notice to the other party, and no liability shall run from one party to the other because of such termination The Manufacturer may immediately terminate this Agreement, upon notice to Distributor, in the event of: Any material breach to the provisions contained within this Agreement by Distributor; Death, incapacity, removal, elimination or resignation of Distributor or any person in the employment thereof in reliance upon whom this Agreement was entered into by The Manufacturer; Any sale or transfer of any substantial interest of the managerial control and/or ownership of Distributor; Any dispute, disagreement or controversy between or among partners, managers, officers or stockholders of Distributor which, in the opinion of The Manufacturer, adversely affects the ownership, operation, management, business or interest of Distributor or The Manufacturer; or The insolvency or bankruptcy of Distributor, appointment of a receiver or trustee, and assignment for the benefit or creditors, the entry of a judgment, or the issuance of a warrant of attachment against Distributor's property, or any other event which might affect Distributor's credit and against which distributor has not secured its creditors by adequate bond CONSEQUENCES ON TERMINATION 16.1 Upon the termination of this agreement for any reason: the Manufacturer shall be entitled (but not obliged) to repurchase from the Distributor all or part of any stocks of the Products then held by the Distributor at their Invoice Value or the value at which they stand in the books of the Distributor, whichever is lower; provided that: The Distributor shall be responsible for arranging and for the cost of, transport and insurance; and The Distributor may sell stocks for which it has accepted orders from customers prior to the date of termination, or in respect of which the Manufacturer does not, by written notice given to the Distributor within [seven] days after the date of termination exercise its right of repurchase, and for those purposes and to that extent the provisions of this agreement shall continue in full force and effect; the Distributor shall at its own expense within 30 days send to the Manufacturer or otherwise dispose of in accordance with the directions of the Manufacturer all samples of the Products and any advertising, promotional or sales material relating to the Products then in the possession of the Distributor; outstanding unpaid invoices rendered by the Manufacturer in respect of the Products shall become immediately payable by the Distributor and invoices in respect of Products ordered prior to termination but for which an invoice has not been submitted shall be payable immediately upon submission of the invoice; the Distributor shall cease to promote, market or advertise the Products or to make any use of the Trade Marks other than for the purpose of selling stock in respect of which the seller does not exercise its right of repurchase; The Distributor shall have no claim against the Manufacturer for compensation for loss of distribution rights, loss of goodwill or any similar loss; and Subject as otherwise provided in this agreement and to any rights or obligations which have accrued prior to termination, neither party shall have any further obligation to the other under this agreement CONFIDENTIAL MATERIAL AND TRADE SECRETS In connection with Distributor's performance of Distributor's duties under this Agreement, The Manufacturer shall from time to time furnish to Distributor, manuals, brochures and other documents which may constitute trade secrets or confidential information. [...]

[...] TERMS OF AGREEMENT This Agreement shall become effective on the date first written above and shall automatically renew itself on an annual basis unless terminated as elsewhere provided herein NON-EXCLUSIVITY The appointment hereunder of Distributor as an authorized distributor of The Manufacturer is non-exclusive, and The Manufacturer may, at any time, appoint one or more additional distributors of Products in The Territory GENERAL RESPONSIBILITIES 6.1 The Distributor agrees to: Maintain at each location in the Territory at which it acts as a distributor of The Manufacturer a suitable place of business for the effective sale, distribution and warehousing of Products. [...]

[...] The Manufacturer shall give to the Distributor notice in writing of any change in such standard conditions of sale not less than one month prior to such change taking effect for the purposes of this agreement PRICES 8.1 The Manufacturer agrees to sell Products to Distributor at prices indicated on The Manufacturer's Standard Distributor Price List from time to time in effect (“Standard Prices”), and Distributor agrees to purchase Products from The Manufacturer at such prices The Manufacturer shall issue an invoice for the Products on a monthly basis and the Distributor shall make payment on the date specified in the invoice (“Payment If the Distributor fails to pay the price for any Products on the Payment Date, the Manufacturer shall be entitled (without prejudice to any other right or remedy it may have) to: cancel or suspend any further delivery to the Distributor under any order; sell or otherwise dispose of any Products which are the subject of any order by the Distributor, whether or not appropriated thereto, and apply the proceeds of sale to the overdue payment; and charge the Distributor interest on the price at the rate of 4 per cent per annum above base rate of the Bank of England in force from time to time from the date the payment became due until actual payment is made (irrespective of whether the date of payment is before or after any judgment or award in respect of the same) All prices for the Products are exclusive of any applicable value added or any other sales tax, for which the Distributor shall be additionally liable All payments shall be made by the Distributor in [sterling] by transfer to such bank account as the Manufacturer may from time to time notify in writing to the Distributor PRICE CHANGES Whenever practical, in its sole discretion, The Manufacturer will endeavor to give Distributor reasonable advance notice of any change in The Manufacturer's Standard Prices PURCHASE ORDERS 10.1 As of the date of this Agreement, a minimum amount of any purchase order which may be submitted by Distributor to The Manufacturer is and the minimum line item value shall be equal to or greater than or the standard package quantity, whichever sterling value is greater, based on The Manufacturer's Standard Distributor Price List. [...]

[...] The headings in this agreement are for convenience only and shall not affect its interpretation PRODUCTS AND CONTROLLING DOCUMENTS The Manufacturer hereby appoints the Distributor as its non-exclusive distributor for the resale of the Products in the Territory, and the Distributor agrees to act in that capacity, subject to the terms of this agreement APPOINTMENT 3.1 The Manufacturer hereby appoints Distributor as an authorized distributor of The Manufacturer in the Territory, and Distributor hereby accepts such appointment, subject to the terms and conditions of this Agreement The Distributor shall be entitled to describe itself as the Manufacturer's “Authorized Distributor” for the Products, but shall not hold itself out as the Manufacturer's agent for sales of the Products or as being entitled to bind the Manufacturer in any way The Distributor shall not sell any of the Products, which it purchases from the Manufacturer through a sales agent or to a sub- distributor without the express written permission of the Manufacturer Nothing in this agreement shall entitle the Distributor to: any priority of supply in relation to the Products as against the Manufacturer's other distributors or customers; or any right or remedy against the Manufacturer if any of the Products are sold in the Territory by any person, firm or company outside the Territory other than the Manufacturer If in any year of this agreement the aggregate Invoice Value of the Products ordered by the Distributor from the Manufacturer falls short of the aggregate Invoice Value shown opposite that Year of this Agreement in column of the table below in relation to Year 1 and as adjusted for subsequent Years of this Agreement pursuant to clause [ 2.8 Year Aggregate Invoice Value then, unless the Distributor pays a sum equal to the shortfall to the Manufacturer within days after the end of that Year of this Agreement, the Manufacturer shall be entitled, by giving not less than months' written notice to the Distributor within months after the end of that Year of this Agreement, to: 4. [...]

[...] However, if the invalid, void or unenforceable term, provision, covenant or condition adversely affects The Manufacturer's right to terminate this Agreement, then such a change shall be deemed “good cause for termination” and shall permit The Manufacturer to terminate this Agreement upon notice to Distributor The headings to Sections and paragraphs of this Agreement are to facilitate reference only, do not form a part of this Agreement, and shall not, in any way, affect the interpretation hereof This Agreement may be executed in counterparts, each of which shall be deemed an original and taken together shall constitute one and the same agreement Any dispute arising out of or in connection with this Agreement shall be referred to the arbitration in London of a single arbitrator appointed by agreement between the parties or, in default of agreement, nominated on the application of either party by the President for the time being of The Law Society The dispute resolution mechanism in 18.9 shall be without prejudice to the rights of either party to institute court proceedings NOTICES 19.1 Any notice or other information required or authorized by this agreement to be given by either party to the other may be given by hand or sent (by first class pre-paid post, cable, facsimile transmission, e-mail or comparable means of communication) to the other party at the address referred to in this agreement 19.2 Any notice or other information given by post under clause [ 19.1 ] which is not returned to the sender as undelivered shall be deemed to [...]