This Exclusive Supply Agreement is an agreement between a supplier of products and a
distributor. This document is drafted from the distributor company's perspective
whereby the distributor appoints the supplier as the exclusive supplier of products to the
company's territory within a specified territory. The agreement provides standard
provisions, such as how the product is ordered and supplied, the method of delivery,
method of payment, supplier and distributor warranties, and a provision on the title and
risk of loss. This agreement can be modified to fit the needs of the drafting parties.
EXCLUSIVE SUPPLY AGREEMENT
This Exclusive Supply Agreement (this “Agreement”) is hereby made and entered into
on this _____ day of ___________________, 20__ (the “Effective Date”) by and between
______________________ having a place of business at _________________________
(“Supplier”) and ___________________ having a place of business at ________________
(“Company”) (collectively, the “Parties” and individually, a or the “Party”).
RECITALS
WHEREAS, Supplier is in the business of selling ____________________________
(the “Products”) as more particularly described in Schedule “A” attached hereto; and
WHEREAS, Company desires to purchase from Supplier all Products listed in
Schedule “A” and Supplier desires to provide same to Company on the terms and conditions set
forth herein.
NOW, THEREFORE, based upon the foregoing, and in consideration of the mutual
promises set forth herein, and other good and valuable consideration, the receipt and sufficiency
of which is hereby acknowledged Company and Supplier hereby agree as follows,
TERMS
I.
GRANT OF RIGHTS
1.1 Appointment
Company hereby appoints Supplier as the exclusive supplier of the Products to
Company’s customers (“Customers”) in _____________________ (the “Territory”). Company
and Supplier agree that so long as Company’s agreements with Customers remain in effect,
Company shall purchase exclusively from Supplier, in accordance with the terms described
herein. The terms and conditions set forth herein shall apply to the purchase order and other
documents of purchase (collectively, the “Purchase Orders”) that Company may place with
Supplier for Products, all order acknowledgments (“Order Acknowledgements”), and other
documents issued by Supplier to Company with respect to the purchase of Products.
II.
OFFER AND ACCEPTANCE
2.1 Issuance of Purchase Order
A Purchase Order, in the format attached hereto as Schedule “B,” shall be deemed an
offer to purchase Products on the terms and conditions set forth in said Purchase Order.
Company may rescind, withdraw, or revoke such offer to purchase at any time prior to
© 2011 by Docstoc®, Inc. registered document proprietary, copy not 2
acceptance by Supplier. Supplier may accept Company’s offer by issuing an Order
Acknowledgment to Company within ___________ (__) days of its receipt of the Purchase
Order. Supplier shall promptly supply such Products to Company on the terms and conditions
described in the Purchase Order. Prior to delivery, Supplier reserves the right to make
substitutions, modifications, and improvements to the Products, provided that such substitution,
modification, or improvements shall not diminish or materially affect the performance of the
Products as they were originally demonstrated to and agreed upon by Company and Supplier.
Any modifications or additional terms and conditions included in the Order Acknowledgment
shall not become effective unless and until Company notifies Supplier in writing that the
proposed modifications and/or additions are acceptable.
2.2 Delays or Non-delivery
If, after Supplier has transmitted an Order Acknowledgment to Company, Supplier
finds that the Products cannot be delivered within the term specified in the Purchase Order,
Supplier will promptly notify Company of the revised delivery date. Company shall have the
option (in its sole discretion) of either canceling the Purchase Order without obligation for
payment or of accepting the revised delivery date. In the event of delays in delivery due to a
cause constituting Force Majeure (as described below), the date of delivery shall be extended for
a period equal to the time lost by reason of such occurrence; provided, however, Company may,
at its option, cancel the Purchase Order, and payment of any appropriate cancellation charges
will be negotiated between the Parties. In the event a delay results from Company’s fault or
negligence, Supplier will also be entitl