Distributor Purchase Agreement

In light of all that has been said above, the need for an organized and binding written agreement between the parties – the manufacturer/supplier on the one hand, and the distributor on the other – seems obvious. In the absence of a written agreement, the intentions and behaviour of a party are interpreted according to the choice of the law in force. A distribution agreement concerns the sale of goods between commercial parties bound by a contract and, therefore, the traditional international rules, including contracts governing those relationships (. For example, the UN Convention on International Contracts for the Sale of Goods, Incoterms and European Directives governing the purpose of compensation for the victim), and the rules of legal choice (contract law, property rights, etc.). We emphasize that these universal rules can vary considerably in the interpretation of the concrete case and interpret differently the initial intentions of the parties in the different aspects of the confrontation between them. A distribution contract may be international. The largest distributors of electronics and computing, including Arrow Electronics, Avnet, Ingram Micro and Tech Data, operate subsidiaries in a number of countries for wide geographic coverage. Suppliers who use channel partners as part of their distribution network can use a one- or two-step distribution channel. In a one-step distribution system, the provider develops relationships with channel companies such as VARs, System Integrators (SIs) and Managed Service Providers (MSPs) — which sell to end customers. In a two-tier system, the supplier sells products to an independent distributor who in turn supplies products to channel partners who then package solutions for end customers. The two-step model requires dealer agreements to facilitate relationships between distributors and channel partners.

a. Exclusive appointment. Subject to the terms of this dealer agreement, the company designates and grants the distributor the exclusive right to sell and distribute the products to customers in the territory (the “customers”) and to provide non-distributor services to the company, as stated here in this section. The distributor limits its product activities to customers within the territory and, without the company`s explicit written consent, forgoes selling or transferring the products directly or indirectly to a person outside the territory. The company is not authorized to sell or deliver products on the territory, directly or indirectly, except through the distributor, and the company cannot address the distributor`s customers without the company`s prior written permission.