The Subdistribution Agreement is essential for businesses operating a multi-tier distribution model in Switzerland, where a main distributor extends their distribution network through appointed subdistributors. This document is particularly relevant when companies need to expand their market reach while maintaining control over their distribution chain. The agreement, governed by Swiss law, typically includes detailed provisions on territorial rights, pricing structures, minimum purchase requirements, and quality control measures. It's commonly used in various industries from consumer goods to industrial equipment, and must comply with Swiss competition law and commercial regulations. The document becomes necessary when a main distributor, having rights from a manufacturer, wishes to create a subordinate distribution tier while ensuring proper product representation and market coverage.
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1. Parties: Identification of the main distributor and subdistributor, including full legal names and addresses
2. Background: Context of the agreement, including main distributor's authority to appoint subdistributors
3. Definitions: Key terms used throughout the agreement, including Products, Territory, and Intellectual Property Rights
4. Appointment and Scope: Terms of appointment, exclusivity/non-exclusivity, and territorial restrictions
5. Term and Termination: Duration of the agreement, renewal terms, and termination provisions
6. Subdistributor's Rights and Obligations: Core duties, sales targets, marketing requirements, and reporting obligations
7. Main Distributor's Rights and Obligations: Supply commitments, support, training, and marketing materials
8. Prices and Payment Terms: Pricing structure, payment conditions, and currency specifications
9. Ordering and Delivery: Order process, delivery terms, and acceptance procedures
10. Intellectual Property Rights: License to use trademarks, restrictions, and protection measures
11. Confidentiality: Protection of confidential information and trade secrets
12. Warranties and Liability: Product warranties, limitation of liability, and indemnification
13. General Provisions: Standard clauses including notices, amendment process, and entirety of agreement
14. Governing Law and Jurisdiction: Swiss law application and jurisdiction for dispute resolution
1. Minimum Purchase Requirements: Include when specific purchase quotas are required
2. Marketing and Promotion: Include detailed marketing obligations when significant promotional activities are expected
3. Training Requirements: Include when product complexity requires specific training programs
4. After-Sales Service: Include when technical support or maintenance services are part of the distribution
5. Non-Compete Obligations: Include when restricting subdistributor from competing activities
6. Data Protection: Include when personal data processing is involved
7. Insurance Requirements: Include when specific insurance coverage is mandatory
8. Bank Guarantee: Include when financial security is required from the subdistributor
1. Schedule 1 - Products: Detailed list of products covered by the agreement
2. Schedule 2 - Territory: Detailed description of the authorized territory
3. Schedule 3 - Prices and Discount Structure: Price lists and applicable discount schemes
4. Schedule 4 - Performance Targets: Specific sales targets and performance metrics
5. Schedule 5 - Technical Requirements: Technical specifications and compliance requirements
6. Schedule 6 - Reporting Templates: Standard forms for regular reporting
7. Appendix A - Trademark Usage Guidelines: Rules for using main distributor's trademarks
8. Appendix B - Service Level Agreement: Details of support and service standards
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