产品分销合同书英文

产品分销合同书英文
Product Distribution Agreement
This Product Distribution Agreement ("Agreement") is made and entered into as of [Insert Date], by and between [Insert Distributor's Name], a [Insert Distributor's State of Incorporation] corporation with its principal place of business at [Insert Distributor's Address] ("Distributor"), and [Insert Manufacturer's Name], a [Insert Manufacturer's State of Incorporation] corporation with its principal place of business at [Insert Manufacturer's Address] ("Manufacturer").
WHEREAS, Manufacturer is the owner of the rights to manufacture and sell certain products ("Products"), and desires to appoint Distributor as a non-exclusive distributor of the Products in the territory specified herein; and
WHEREAS, Distributor wishes to distribute the Products in such territory on the terms and conditions set forth herein.
NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, the parties agree as follows:
1. Appointment of Distributor: Manufacturer hereby appoints Distributor as a non-exclusive distributor of the Products in the territory of [Insert Territory] ("Territory").
2. Term: This Agreement shall commence on the date hereof and shall continue in effect for a period of [Insert Term], unless earlier terminated in accordance with the provisions of this Agreement.
3. Sales Commitment: Distributor agrees to use its best efforts to sell and promote the Products in the Territory and to achieve sales targets as mutually agreed upon by the parties.
4. Purchase and Pricing: Distributor shall purchase the Products from Manufacturer at the prices set forth in Manufacturer's price list as in effect from time to time. Manufacturer reserves the right to change prices upon [Insert Notice Period].
5. Payment Terms: Distributor shall pay for all Products ordered within [Insert Payment Terms] from the date of invoice. Late payments may be subject to interest at the rate of [Insert Interest Rate].
6. Intellectual Property: Distributor acknowledges that all intellectual property rights in the Products, including trademarks, patents, and copyrights, are the exclusive property of Manufacturer, and Distributor shall not take any action that would impair such rights.
7. Confidentiality: Distributor agrees to keep confidential all information received from Manufacturer relating to the Products or Manufacturer's business, and to use such information only for the purpose of fulfilling its
obligations under this Agreement.
8. Warranty and Liability: Manufacturer warrants that the Products will be free from defects in material and workmanship for a period of [Insert Warranty Period]. Manufacturer's liability for any breach of warranty shall be limited to replacement or repair of the defective Products. In no event shall Manufacturer be liable for any indirect, special, or consequential damages.
9. Termination: Either party may terminate this Agreement upon [Insert Notice Period] written notice to the other party in the event of a material breach of this Agreement by the other party.
10. Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the state of [Insert Governing Law State], without regard to its conflict of laws provisions.
11. Entire Agreement: This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior negotiations, understandings, and agreements between the parties.
12. Amendments: This Agreement may be amended only in writing signed by both parties.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written.
[Insert Distributor's Name] [Insert Manufacturer's Name]
By: \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_ By: \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_ [Distributor's Authorized Signatory] [Manufacturer's Authorized Signatory]
[Title] [Title]
[Date] [Date]。