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The Dealer Sales Agreement is a fundamental commercial contract used to establish and govern the relationship between suppliers/manufacturers and their authorized dealers in New Zealand. This agreement is essential when a supplier wants to distribute their products through independent dealers while maintaining control over how their products are sold and their brand is represented. The document covers crucial aspects such as territory rights, performance requirements, pricing structures, warranty obligations, and termination provisions. It ensures compliance with New Zealand's legal framework, including the Contract and Commercial Law Act 2017, Fair Trading Act 1986, and Commerce Act 1986. The agreement is particularly important for businesses establishing or expanding their distribution networks, as it provides clear guidelines and protections for both parties while ensuring alignment with local commercial practices and regulatory requirements.

1. Parties: Identification of the supplier and dealer, including full legal names, company numbers, and registered addresses

2. Background: Context of the agreement, brief description of the business relationship, and general commercial intent

3. Definitions and Interpretation: Definitions of key terms used throughout the agreement and rules for interpreting the agreement

4. Appointment and Territory: Terms of dealer appointment, territory definition, and exclusivity provisions if applicable

5. Term and Renewal: Duration of the agreement, commencement date, and renewal provisions

6. Dealer Obligations: Core responsibilities of the dealer including sales targets, service standards, and business conduct

7. Supplier Obligations: Core responsibilities of the supplier including product supply, support, and training

8. Ordering and Supply: Process for ordering products, delivery terms, and inventory management requirements

9. Prices and Payment: Pricing structure, payment terms, and invoicing procedures

10. Intellectual Property: Usage rights for trademarks, logos, and other IP, and protection obligations

11. Marketing and Promotion: Requirements for marketing activities, advertising standards, and brand guidelines

12. Warranty and Returns: Warranty terms, product return procedures, and customer service requirements

13. Confidentiality: Protection of confidential information and trade secrets

14. Termination: Grounds for termination, notice requirements, and consequences of termination

15. Post-Termination: Obligations and rights of parties after termination

16. General Provisions: Standard legal provisions including notices, assignment, governing law, and dispute resolution