ACME Resources LLC
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Name: Michael Yuan
Title: General Manager
Date:
Name:
Title:
Date:
This Distribution Agreement (the “Agreement”) is entered into as of between ACME Resources LLC, a TX LLC located at (the “Supplier”), and , a located at (the “Distributor”).
The Supplier appoints the Distributor to purchase the Supplier's products described in (the “Products”) for resale within the Territory, and the Distributor accepts the appointment. The appointment is within the Territory. If the appointment is exclusive, the Supplier will not appoint other distributors in the Territory for the Products during the Term, except for the Supplier's pre-existing direct accounts. The Distributor purchases and resells the Products in its own name and for its own account.
The Distributor is authorized to distribute the Products within the following territory (the “Territory”): . The Distributor will not establish a branch or maintain a distribution depot for the Products outside the Territory without the Supplier's prior written consent.
During each contract year, the Distributor will purchase Products with a minimum aggregate value of . If the Distributor fails to meet the minimum, the Supplier may, at its option, convert an exclusive appointment to non-exclusive or terminate this Agreement on thirty (30) days' written notice.
The Supplier will sell Products to the Distributor at the prices set out in , which the Supplier may change on prior written notice; price changes do not affect orders already accepted. The Distributor may set its own resale prices. Payment terms are from the invoice date. Overdue amounts accrue interest at the lesser of 1.5% per month or the maximum permitted by law. Prices exclude taxes, duties, and shipping unless stated otherwise.
The Distributor will submit purchase orders, which become binding when accepted by the Supplier. The Supplier will use commercially reasonable efforts to fill accepted orders. Delivery terms are . Title and risk of loss pass to the Distributor on delivery in accordance with the agreed delivery terms.
The Distributor will: (a) use commercially reasonable efforts to promote and sell the Products throughout the Territory; (b) maintain adequate inventory, sales personnel, and after-sale support; (c) market the Products only with the Supplier's approved materials and representations; and (d) comply with all applicable laws, including anti-corruption and export-control laws.
The Supplier grants the Distributor a non-exclusive, non-transferable license to use the Supplier's trademarks solely to market and resell the Products during the Term, in accordance with the Supplier's brand guidelines. All goodwill inures to the Supplier. The Products and all related intellectual property remain the exclusive property of the Supplier.
The Supplier warrants that the Products will conform to their published specifications and will pass the Supplier's standard warranty through to end customers. EXCEPT AS EXPRESSLY STATED, THE SUPPLIER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
NEITHER PARTY WILL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS. EACH PARTY'S TOTAL AGGREGATE LIABILITY UNDER THIS AGREEMENT WILL NOT EXCEED .
This Agreement begins on the Effective Date and continues for an initial term of , renewing automatically for successive periods of equal length unless either Party gives written notice of non-renewal at least before the end of the then-current term. Either Party may terminate for the other's material, uncured breach following thirty (30) days' written notice, or immediately on the other's insolvency. On termination, the Distributor will cease using the Supplier's trademarks, and the Supplier may repurchase unsold inventory in saleable condition at the price the Distributor paid.
This Agreement is governed by the laws of the State of TX, without regard to conflict-of-laws principles. The Distributor is an independent contractor and not an agent of the Supplier. This Agreement is the entire agreement on its subject matter, may be amended only in a signed writing, and may be executed in counterparts and by electronic signature.
Name: Michael Yuan
Title: General Manager
Date:
Name:
Title:
Date: