Consumer Law, Warranties International exclusive distribution contract

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seagull

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this contract was sent to me! i want to check=does it has some risk for me!

1. Territory and Products
1.1 The Manufacturer grants and the Distribu¬tor accept the exclusive right to sell the prod¬ucts (hereinafter called "the Products") in the territory________, (hereinafter called "the Territory").

2. Distributor's functions

2.1. The Distributor sells in his own name and for his own account, in the Territory, the Prod¬ucts supplied by the Manufacturer.

2.2 The Distributor has no authority to make contracts on behalf of, or in any way to bind the Manufacturer towards third parties.

2.3 The Distributor agrees to promote in the most effective way, and in accordance to the general directions given by the Manufacturer, the sale of the Products within the whole Territory and to protect the Manufacturer's interests with the diligence of a responsible businessman. He shall especially set up and maintain an adequate organization for sales (and, where appropriate, after-sales service) with all means and personnel as are reasonably necessary in order to ensure the fulfilment of his obligations under this con¬tract for all Products and throughout the Terri¬tory.


3. Undertaking not to compete
3.1 Without the prior written authorization of the Manufacturer, the Distributor shall not, distribute, manufacture or represent any products which are in competition with the Products, for the en¬tire term of this contract. In particular he shall not engage, within the Territory or elsewhere, di¬rectly or indirectly, acting as distributor, commis¬sion merchant, reseller, distributor, agent, or in any other way, for the benefit of third parties who manufacture or market products which are in competition with the Products.
3.2 However, the Distributor may market or manufacture non-competitive products (provided not for the benefit of competing manufacturers) on condition that he informs the Manufacturer in writing in advance (stating in detail the types and characteristics of such products), and that the exercise of such activity does not prejudice the punctual fulfillment of his obligations under this agreement.


4. Advertising and fairs

4.1 The Distributor can make the advertising which can be necessary to promote the Products within the Territory.
4.2 The Distributor can take part, at the manufacturer expense, in the most important fairs and exhibi¬tions in the Territory, under preliminary contract.

5. Conditions of supply - Prices

5.1 Payment will be made, unless otherwise agreed, by means of money transfer or other way, which prefer manufacturer, on the date given by the Manufacturer and brought in the appendix 1**.

5.2 The Distributor agrees to comply, with the utmost care, with the terms of payment agreed upon between the parties.
5.3 It is agreed that, the Products delivered remain the Manufacturer's property until com¬plete payment is received by the Manufacturer.

5.4 The Responsibility for storage and production delivery is born by the Manufacturer, and undertakes within 10 days after payment, to deliver production to the address specified by the Distributor. !!!


6 Resale of contractual Products
6.1 The Distributor agrees not to actively pro¬mote sales (e.g. through advertising, establishing branches or distribution depots) into the territo¬ries reserved by the Manufacturer exclusively for himself or to other distributors or buyers.


7 Manufacturer's trademarks
7.1 The Distributor shall make use of the Manufacturer's trademarks, trade names or any other symbols, but for the only purpose of identi¬fying and advertising the Products, within the scope of his activity as distributor of the Manu¬-facturer and in the Manufacturer's sole interest.

7.2 The Distributor hereby agrees neither to register nor to have registered, any trademarks, trade names or symbols of the Manufacturer (nor any trademarks, trade names or symbols of the Manufacturer that may be confused with the Manufacturer's ones), in the Territory or else¬where. He furthermore agrees not to include the above trademarks, trade names or symbols of the Manufacturer in his own trade or company name.
7.3 The right to use the Manufacturer's trade¬marks, trade names or symbols, as provided for under the first paragraph of this article, shall cease immediately for the Distributor, on expira¬tion or termination, for any reason, of the present contract.
8 Term and termination of the contract

8.1 This contract enters into force on the date on which it is signed and will last for a maximum period of five years. Should it not be terminated before its expiry date, the parties are obliged to discuss in a time three months in advance in order to discuss the possi¬bility of concluding a new contract.

8.2 This contract may be terminated by either party by a written notice of one month within the first year of duration of the contract, two months during the second year, three months during the third year, four months during the fourth year and five months during the fifth year. The termination notice shall be notified to the other party in writ¬ing by means of communication ensuring evi¬dence and date of receipt.

9 Earlier contract termination
9.1 Each party may terminate this contract with immediate effect, without respecting a period of notice, by notice given in writing by means of communication ensuring evidence and date of receipt, in case of a breach of its contractual obligations by the other party, amounting to a justifiable reason for immediate contract termination (according to article 9.2) or in case of occurrence of exceptional circum¬stances which justify the earlier termination (as set out in article 9.3).

9.2 Any failure by a party to carry out his con¬tractual obligations which is of such importance as to prevent the contractual relationship to con¬tinue, even temporarily, on a reciprocal confi¬dence basis, shall be considered as a justifiable reason for the immediate contract termination for the purpose of article 9.1. The parties further¬more jointly agree that the breach of the provi¬sions under articles 2.2, 3, 6.4, 8 and 9 of this contract is to be considered in any case, whatever the importance of the violation, as a justifiable reason for immediate contract termina¬tion. Also the breach of any other contractual ob¬ligation which is not remedied by the breaching party within a reasonable term after having been invited in writing to do so by the other party shall be considered as a justifiable reason for the im¬mediate contract termination.
9.3 Shall be considered as exceptional circum¬stances justifying the immediate contract termi¬nation: bankruptcy, any kind of composition be¬tween the bankrupt and the creditors, death or incapacity of the Distributor, civil or criminal sen¬tences as well as any circumstances which may affect his reputation or hamper the punctual car¬rying out of his activities; moreover, if the Dis¬tributor is a company, any important change in the juridical structure or in the management of the Distributor Company.


10 Applicable law - Jurisdiction
10.1 The present contract is governed by the laws of ________.
10.2 The competent law courts of the place where the Manufacturer has his registered office shall have exclusive jurisdiction in any action arising out of or in connection with this contract. However, as an exception to the principle here-above, the Manufacturer is in any case entitled to bring his action before the competent court of the place where the Distributor has his registered office.


The Distributor declares that he approves spe¬cifically, with reference to article 1341 of the civil code, the following clauses of this contract:

Art. 3 – Undertaking not to compete
Art. 8 – Term and termination of the contract
Art. 9 – Earlier contract termination
Art. 10 – Applicable law - Jurisdiction
 
I don't think so!

Payment will be made, unless otherwise agreed, by means of money transfer or other way, which prefer manufacturer, on the date given by the Manufacturer and brought in the appendix 1???

What?

I am not sure what this writing is supposed to be, but it certainly isn't a contract and if you are thinking of putting your signature to it, DON'T! It is painfully obvious that this thing was written by a lay person with absolutely not the slightest idea of contract formation and even less about writing one because contracts do not contain words like "However" and "He."

The all encompassing risk involved with such a black-hole of a contract, is putting a signature to it.

fredrikkalw
 
thanks so much

Payment will be made, unless otherwise agreed, by means of money transfer or other way, which prefer manufacturer, on the date given by the Manufacturer and brought in the appendix 1???

What?

I am not sure what this writing is supposed to be, but it certainly isn't a contract and if you are thinking of putting your signature to it, DON'T! It is painfully obvious that this thing was written by a lay person with absolutely not the slightest idea of contract formation and even less about writing one because contracts do not contain words like "However" and "He."

The all encompassing risk involved with such a black-hole of a contract, is putting a signature to it.

fredrikkalw

thanks!i will not put my signiture
 
Inventor

Trying to create an exclusive international distributorship agreement for a patented product and a applicator or manufacturer automated machine. I know hire a lawyer, unfortunately I do not have the money, that simple. Thanks
 
Not sure what the question is!

Fernandoalvarez:

Could you be a bit more specific as to what it is you are looking for and what exactly is the question or inquiry.

Are you, for example, the inventor looking to find a distributor; or are you looking to import someone else's invention into your country on an exclusive basis? Has the product in question been patented yet or is patent pending? Is the exclusivity limited to a single country, continent, or is it worldwide?

(Etc., and so on.)

fredrikklaw
 
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