Wholesale Distribution Partner Agreement

Wholesale Distribution Partner Agreement

This Wholesale Distribution Partner Agreement (the "Agreement") is made and entered into as of , by and between Supplier Name: , a organized under the laws of with a principal place of business at (\"Supplier\"), and Distributor Name: , a organized under the laws of with a principal place of business at (\"Distributor\"). Supplier and Distributor may be referred to individually as a "Party" and collectively as the "Parties."

RECITALS

WHEREAS, Supplier manufactures and/or sources the products described in Section 2 (the "Products") and has the right to appoint distributors for the sale of such Products; and

WHEREAS, Distributor desires to obtain the non-exclusive right to purchase, market and resell the Products within the Territory and Supplier desires to appoint Distributor as a wholesale distributor subject to the terms and conditions set forth herein; and

WHEREAS, the Parties intend to establish terms for ordering, pricing, delivery, returns, intellectual property use, confidentiality and other matters necessary to the commercial relationship.

NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein, the Parties agree as follows:

1. DEFINITIONS

1.1 "Products" means the goods, parts and assemblies identified in Exhibit A and any subsequently agreed product additions. Distributor shall not modify Product specifications without Supplier's prior written consent.

1.2 "Territory" means the geographic area set forth in Section 3. Any expansion of the Territory requires Supplier's prior written consent.

2. APPOINTMENT; PRODUCTS; TERRITORY

2.1 Appointment. Subject to the terms and conditions of this Agreement, Supplier appoints Distributor as a wholesale distributor to market, promote and resell the Products to resellers and end-users within the Territory, and Distributor accepts such appointment on a non-exclusive basis unless otherwise agreed in writing.

2.2 Territory. The Territory shall be:

2.3 Products. The initial Products covered by this Agreement are described below and in Exhibit A. Supplier may add or discontinue Products upon thirty (30) days' prior written notice to Distributor.

3. TERM; TERMINATION

3.1 Term. The initial term of this Agreement shall commence on the Effective Date and continue for years, unless earlier terminated in accordance with Section 3.2. Thereafter this Agreement shall automatically renew for successive one (1) year terms unless either Party provides written notice of non-renewal at least days prior to expiration.

3.2 Termination for Cause. Either Party may terminate this Agreement for material breach by the other Party if the breaching Party fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach. Either Party may terminate immediately for insolvency, bankruptcy or assignment for the benefit of creditors.

4. PRICING, ORDERS AND PAYMENT

4.1 Pricing. Supplier shall provide Distributor with a price list setting forth wholesale prices and recommended resale prices. Distributor shall pay Supplier for Products in accordance with the pricing and payment terms set forth in this Section 4.

4.2 Minimum Purchase Obligation. Distributor agrees to purchase a minimum quantity or dollar volume of Products each in the amount of (USD), unless waived in writing by Supplier.

4.3 Purchase Orders. All purchases shall be by written purchase order specifying Product, quantity, delivery instructions and any applicable purchase order number. Supplier may accept or reject purchase orders in whole or in part in its discretion.

5. DELIVERY; TITLE; RISK OF LOSS

5.1 Delivery. Delivery terms shall be as agreed on each purchase order. Delivery dates are estimates only; Supplier shall not be liable for delay except as expressly provided in this Agreement.

5.2 Title and Risk of Loss. Title and risk of loss shall pass to Distributor in accordance with the agreed delivery terms. Distributor shall be responsible for insurance, duties and taxes as applicable.

6. RETURNS; WARRANTY; INSPECTION

6.1 Inspection. Distributor shall inspect Products promptly upon receipt and shall notify Supplier of any shortages or nonconformities within ten (10) days. Failure to provide timely notice shall constitute acceptance of the Products.

6.2 Warranty. Supplier warrants that Products will conform to Supplier's specifications and be free from material defects in materials and workmanship under normal use for a period of months from delivery. Distributor's sole remedy for breach of this warranty shall be repair or replacement at Supplier's option, or refund of amounts paid for such Products.

6.3 Returns. Returned Products must be authorized by Supplier in writing and returned in accordance with Supplier's return material authorization procedures. Restocking fees may apply.

7. CONFIDENTIALITY

7.1 Confidential Information. Each Party (the "Receiving Party") shall hold in confidence and not disclose or use, except in performance of its obligations under this Agreement, any non-public information provided by the other Party (the "Disclosing Party"), including pricing, customer lists, technical data and business plans ("Confidential Information").

7.2 Exceptions. Confidential Information does not include information that is or becomes publicly available through no breach of this Agreement, was known to the Receiving Party prior to disclosure, is rightfully received from a third party without obligation of confidentiality, or is independently developed.

8. INTELLECTUAL PROPERTY

8.1 Ownership. Supplier retains all right, title and interest in and to its trade names, trademarks, logos, patents, copyrights and other intellectual property ("Supplier IP"). Distributor is granted a limited, non-exclusive, non-transferable license to use Supplier IP solely to market and resell Products in the Territory in accordance with Supplier's branding guidelines.

8.2 Restrictions. Distributor shall not challenge Supplier's ownership of Supplier IP, create confusingly similar marks, or use Supplier IP outside the scope of this Agreement.

9. COMPLIANCE; EXPORTS

9.1 Compliance with Laws. Each Party shall comply with all applicable laws, rules and regulations, including those related to import/export controls, anti-corruption, data protection and product safety.

9.2 Export Controls. Distributor shall not export or re-export Products in violation of any export control laws and shall obtain all required licenses or authorizations.

10. INDEMNIFICATION; LIMITATION OF LIABILITY

10.1 Indemnification by Distributor. Distributor shall indemnify, defend and hold Supplier harmless from and against any claims, liabilities, losses, damages, costs and expenses (including reasonable attorneys' fees) arising out of Distributor's negligent or willful acts, breach of this Agreement, or distribution, marketing or sale of Products.

10.2 Limitation of Liability. Except for a Party's gross negligence, willful misconduct, or indemnification obligations, neither Party shall be liable to the other for incidental, consequential, special or punitive damages, and each Party's aggregate liability shall not exceed the amounts paid by Distributor to Supplier under this Agreement during the twelve (12) month period preceding the claim.

11. INSURANCE

Distributor shall maintain commercial general liability insurance, product liability insurance and any other insurance reasonably requested by Supplier, with limits adequate to cover Distributor's obligations and naming Supplier as an additional insured where appropriate. Distributor shall provide certificates of insurance upon request.

12. NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered by hand, nationally recognized overnight carrier, or certified mail (return receipt requested) to the addresses set forth below or to such other address as a Party may specify by notice.

13. AMENDMENT; WAIVER; COUNTERPARTS

13.1 Amendment. This Agreement may be amended only by a written instrument duly executed by authorized representatives of both Parties.

13.2 Waiver. Failure to enforce any provision shall not constitute a waiver of that provision or any other provision. No waiver shall be effective unless in writing signed by the Party granting the waiver.

13.3 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument. Signatures transmitted by electronic means shall be binding.

14. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

14.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflict of law principles.

14.2 Entire Agreement. This Agreement, together with any exhibits and purchase orders incorporated by reference, constitutes the entire agreement between the Parties with respect to the subject matter and supersedes all prior understandings and agreements, whether written or oral.

14.3 Severability. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect and the Parties shall negotiate in good faith to replace the invalid provision with a valid provision that achieves the Parties' intent.

15. MISCELLANEOUS

15.1 Relationship of Parties. The Parties are independent contractors. Nothing in this Agreement shall be construed to create a joint venture, partnership, agency or employment relationship.

15.2 Assignment. Distributor shall not assign or transfer any rights or obligations under this Agreement without Supplier's prior written consent. Supplier may assign this Agreement in connection with a merger or sale of substantially all assets.

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