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Basic Distributor Terms

  • Appointment During the effective period of the Agreement, Supplier hereby grants to Distributor the right to sell Products in Territory and Distributor accepts and assumes such appointment for the sale and distribution of Products in Territory.
  • Privity The relationship hereby established between Supplier and Distributor, during the effective period of the Agreement, shall be solely that of Seller and Buyer, and Distributor shall under no circumstances be considered to be the agent or legal representative of Supplier and shall have no right or authority to contract in the name of, or to create a liability against, the Supplier.
  • Products The products covered under the Agreement shall expressly be confined to products supplied by Supplier with the registered trademark "Miller"(hereinafter referred to as Products).
  • Territory Distributor shall resell Products only in assigned Territory and shall not resell or export Products outside assigned Territory during the effective period of the Agreement.
  • Initial Order and Minimum Purchase The agreement shall become effective after a trial period of 1 year from the date of receipt of the first order as per agreed upon. Distributor shall, during the effective period of the Agreement, purchase from Supplier not less than the agreed volume within one year, and Products are considered purchased when payment received and shipped by Supplier. In case Distributor fails to attain the minimum yearly purchase amount, Supplier reserves the right to cancel the Agreement unconditionally or appoint another distributor in the territory.
  • Distributor requirements Distributor shall demonstrate the availability of a warehouse space, reasonable office space and hire at least one quality Sales Person for the promotion and marketing of the products.
  • Information and Report Both Supplier and Distributor shall from time to time and /or on the request of either party furnish each other with information and market reports to promote the sale of Products as much as possible. Distributor shall give Supplier such reports as inventory, market conditions and other activities of Distributor.
  • Sales Promotion Distributor shall appoint a full time Sales Person for the promotion of the products on his own account. Distributor shall exert his best efforts in advertising and promoting the sale of Products throughout Territory in an effective manner on his own account. The Distributor shall maintain sufficient stocks at all times to be able to cater to the local demands and be able to operate a trading Division for the sale of the products.
  • Duration The Agreement shall be valid and remain in force for a period of one (1) year commencing from the date of the signing of Agreement by both Supplier and Distributor subject to the receipt of the first minimum order as per agreed upon along with the advance payment required.
  • Cancellation of Termination In case there is any breach of the provisions under the Agreement by either party during the effective period of the Agreement, the parties shall first of all try to settle the matter in question as soon and amicable as possible to mutual satisfaction. Unless settlement is reached within thirty (30) days after the notification in writing of the other party, such other party shall have the right to cancel the Agreement and the loss and damage sustained thereby shall be indemnified by the party responsible for such breach.

    Further in the event of bankruptcy, insolvency, dissolution, modification, consolidation, receivership proceedings affecting the operation of business or discontinuation of business for any reason and/or reorganization by the Distributor, The Seller hereto shall have the absolute right to terminate the Agreement.
  • Force Majeure Neither party shall be liable to the other for the failure of delay in the performance of any of his obligations under the Agreement when such failure or delay is due to fire, flood, strike, riots, wars, embargoes, governmental laws, orders or regulations, storms or other similar or different contingencies beyond the reasonable control of the respective parties. If, as a result of legislation or governmental action, any party or parties are precluded from receiving any benefit to which they are entitled hereunder, the parties shall review the provisions of the Agreement so as to try the best possible efforts to restore the party or parties to the same relative positions as previously obtained hereunder.
  • Assignments Neither party shall assign transfer or otherwise dispose of the Agreement in whole or in part or any right hereunder to any person, firm or corporation without the prior written consent of the other party.
  • Secrecy All information made available under the Agreement shall be kept in strict confidence from any third party without prior consent in writing of the other party. The only exception, however, shall be the disclosures forced by the laws, orders or regulations of Governments or Organizations having the necessary authorities and such disclosures shall not be deemed to constitute a violation of this Article under the Agreement.
  • Arbitration All disputes arising out of the performance of, or relating to the Agreement, shall be settled amicably through negotiation, In case no settlement can be reached through negotiation, the case shall be finally settled by arbitration to be held in U.A.E as per the laws of the country. The award rendered by the arbitrator(s) shall be final and binding upon both parties.