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Wholesale Distribution Agreement Template for New Zealand

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Key Requirements PROMPT example:

Wholesale Distribution Agreement

"I need a Wholesale Distribution Agreement for exclusive distribution of medical devices in New Zealand, starting March 2025, with quarterly performance targets and specific provisions for product training and technical support."

Document background
The Wholesale Distribution Agreement is a crucial commercial contract used when a supplier wishes to establish a formal relationship with a distributor for the wholesale distribution of products in New Zealand. This agreement is particularly important for businesses expanding their distribution networks while maintaining control over how their products are sold and distributed. It includes detailed provisions for product supply, territory rights, pricing structures, performance metrics, and brand protection. The agreement must comply with New Zealand law, particularly regarding competition law, fair trading practices, and commercial contracts. It's typically used when establishing new distribution channels, entering new markets, or formalizing existing distribution relationships, and requires careful consideration of both commercial and legal aspects to ensure a balanced and enforceable arrangement.
Suggested Sections

1. Parties: Identifies and provides full legal details of the parties entering into the agreement

2. Background: Sets out the context and commercial intent of the distribution arrangement

3. Definitions: Defines key terms used throughout the agreement for clarity and consistency

4. Appointment and Territory: Establishes the distributor's appointment, whether exclusive or non-exclusive, and defines the territorial scope

5. Term and Renewal: Specifies the initial term of the agreement and any renewal provisions

6. Supply of Products: Details the ordering process, delivery terms, and acceptance procedures

7. Prices and Payment: Specifies pricing structure, payment terms, and any volume-based discounts

8. Obligations of Supplier: Lists the supplier's responsibilities including product supply, support, and training

9. Obligations of Distributor: Details distributor's duties including minimum purchase requirements, marketing efforts, and reporting

10. Intellectual Property: Covers IP ownership, licensing of trademarks, and usage restrictions

11. Confidentiality: Protects confidential information exchanged during the business relationship

12. Warranties and Liability: Sets out product warranties and limitations of liability

13. Termination: Specifies grounds for termination and the process to be followed

14. Post-Termination: Addresses obligations and rights after agreement ends

15. General Provisions: Contains standard boilerplate clauses including governing law, notices, and assignment

Optional Sections

1. Marketing and Promotion: Detailed marketing requirements and cost-sharing arrangements, used when specific marketing obligations are crucial

2. Performance Targets: Specific sales targets and consequences of failure to meet them, used when performance metrics are key to the relationship

3. Training Requirements: Detailed training obligations for distributor's staff, used when products require specialized knowledge

4. Product Support and Service: After-sales service requirements, used when products need ongoing support

5. Insurance Requirements: Specific insurance obligations, used when product liability risks are significant

6. Data Protection: Detailed data handling requirements, used when significant customer or business data is shared

7. Anti-Corruption Compliance: Specific anti-corruption obligations, used in international distribution arrangements

8. Force Majeure: Detailed force majeure provisions, used when supply chain disruption risks are significant

Suggested Schedules

1. Schedule 1 - Products: Detailed list of products covered by the agreement, including specifications and prices

2. Schedule 2 - Territory: Detailed description of geographical territory and any excluded areas

3. Schedule 3 - Minimum Purchase Requirements: Specific purchase targets and timeframes

4. Schedule 4 - Price List: Detailed pricing structure including any volume discounts

5. Schedule 5 - Service Level Requirements: Specific performance metrics and service standards

6. Schedule 6 - Approved Sub-distributors: List of approved sub-distributors if permitted

7. Schedule 7 - Technical Specifications: Detailed technical requirements and compliance standards

8. Schedule 8 - Trademark Usage Guidelines: Specific requirements for use of supplier's trademarks

Authors

Alex Denne

Head of Growth (Open Source Law) @ ¶¶Òõ¶ÌÊÓÆµ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Relevant legal definitions






































Clauses







































Relevant Industries

Manufacturing

Consumer Goods

Electronics

Pharmaceuticals

Food and Beverage

Automotive

Industrial Equipment

Retail

Technology

Medical Devices

Construction Materials

Textiles and Apparel

Relevant Teams

Legal

Commercial

Sales

Operations

Supply Chain

Procurement

Business Development

Compliance

Finance

Logistics

Relevant Roles

Commercial Director

Head of Sales

Chief Operating Officer

Supply Chain Manager

Distribution Manager

Legal Counsel

Procurement Manager

Business Development Manager

Sales Operations Manager

Channel Manager

Compliance Officer

Contract Manager

Chief Commercial Officer

Regional Sales Director

Industries








Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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