Distribution Agreement
This Distribution Agreement is made between [Supplier name] (the "Supplier") and [Distributor name] (the "Distributor") as of the date of the last signature below.
1. Appointment
The Supplier appoints the Distributor as its [non-exclusive / exclusive] distributor of [products] in [territory].
2. Orders and prices
The Distributor buys products at the Supplier’s distributor price list, which may change on [60] days’ notice, and resells them at prices it sets itself. Payment is due [30] days from invoice.
3. Duties
The Distributor will promote the products, keep adequate stock, and use the Supplier’s trademarks only as the Supplier allows. The Supplier warrants the products as stated in its standard warranty.
4. Independent contractor
The Distributor is an independent contractor, not an employee, partner or agent of the Supplier, and is responsible for its own taxes, insurance, tools and workers.
5. Liability
Each party's total liability under this agreement is limited to the amounts paid or payable under it, and neither party is liable for indirect or consequential loss. Nothing here limits liability that cannot be limited by law.
6. Ending this agreement
Either party may end this agreement on [30] days' written notice, or immediately if the other materially breaches it and does not fix the breach within [10] days of notice. Amounts due for work done up to the end date remain payable.
7. General
This agreement is governed by the laws of [state]. It is the entire agreement between the parties on its subject and may be changed only in writing signed by both. It may be signed electronically and in counterparts.