The Agreement Between Supplier And Distributor is a fundamental commercial contract used to establish and govern the relationship between manufacturers/suppliers and their distribution partners in Canada. This agreement is essential when a supplier wishes to expand their market reach through a distribution network while maintaining control over how their products are sold and distributed. The document covers crucial aspects such as territorial rights, pricing, minimum purchase requirements, performance standards, and intellectual property protection, while ensuring compliance with Canadian federal and provincial laws, including the Competition Act and provincial Sale of Goods Acts. It's particularly important for businesses entering new markets or restructuring their distribution channels, and typically requires careful consideration of both commercial and legal aspects to ensure a balanced and effective distribution relationship.
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1. Parties: Identification and details of the Supplier and Distributor, including registered addresses and company information
2. Background: Context of the agreement, including brief description of both businesses and their intention to enter into a distribution relationship
3. Definitions: Defined terms used throughout the agreement
4. Appointment and Territory: Terms of the Distributor's appointment and defined geographic territory for distribution
5. Supply of Products: Terms governing the supply of products, including ordering process, delivery terms, and minimum purchase requirements
6. Prices and Payment: Pricing structure, payment terms, and invoicing procedures
7. Obligations of the Supplier: Supplier's responsibilities including product quality, support, and training
8. Obligations of the Distributor: Distributor's responsibilities including marketing, sales targets, and customer service
9. Intellectual Property Rights: Protection and usage rights of trademarks, patents, and other IP
10. Confidentiality: Protection of confidential information exchanged between parties
11. Term and Termination: Duration of agreement and circumstances for termination
12. Post-Termination: Rights and obligations of parties after agreement termination
13. General Provisions: Standard legal clauses including notices, assignment, and governing law
1. Non-Competition: Restrictions on Distributor's ability to sell competing products
2. Marketing and Promotion: Detailed marketing requirements and cost-sharing arrangements
3. Quality Control: Specific quality standards and inspection rights
4. Insurance: Required insurance coverage and limits
5. Data Protection: Specific provisions for handling customer data and compliance with privacy laws
6. Force Majeure: Provisions for handling unforeseen circumstances
7. Export Control: Required for international distribution arrangements
8. Anti-Corruption: Compliance with anti-bribery and corruption laws
9. Returns and Warranties: Detailed procedures for product returns and warranty claims
1. Schedule A - Products: List of products covered by the agreement with specifications
2. Schedule B - Territory: Detailed description or map of the distribution territory
3. Schedule C - Prices: Price list and discount structure
4. Schedule D - Minimum Purchase Requirements: Detailed purchase targets and requirements
5. Schedule E - Service Level Requirements: Specific performance metrics and service standards
6. Schedule F - Trademark Usage Guidelines: Rules for using supplier's trademarks and branding
7. Appendix 1 - Order Process: Detailed ordering procedures and forms
8. Appendix 2 - Returns Procedure: Process for handling product returns and claims
9. Appendix 3 - Reporting Requirements: Templates and timing for required reports
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