DISTRIBUTION AGREEMENT THIS DISTRIBUTION AGREEMENT ("Agreement") is entered into as of [DATE] between:
1. Acme Electronics Private Limited , having its address at Supplier address (GSTIN: 29AABCA1234C1ZX ), represented by Priya Sharma, Director — Sales (hereinafter "Supplier"); AND
2. Northern Distribution LLP , having its address at Distributor address (GSTIN: 07AABCN5678D1ZY ), represented by Rahul Gupta, Managing Partner (hereinafter "Distributor").
1. Appointment
The Supplier hereby appoints the Distributor as its exclusive distributor for the following products ("Products"): All SKUs under the 'AcmePro' range of consumer electronics — see Product List (Schedule A) , in the following territory ("Territory"): States of Punjab, Haryana, Delhi NCT, and Himachal Pradesh .
During the term of this Agreement, the Supplier shall not appoint any other distributor for the Products in the Territory, provided the Distributor meets the minimum purchase commitments set out in Clause 4.
2. Term
This Agreement is effective from [DATE] and shall continue for 2 (two) year(s). Either Party may give 90 days' written notice of non-renewal before the end of the term. Upon renewal, terms will be as mutually agreed in writing.
3. Pricing and Margins
The Supplier shall sell the Products to the Distributor at the trade prices published from time to time, less a distributor discount of 0%. All prices are exclusive of applicable GST. The Supplier may revise prices by giving 30 days' written notice.
Resale Pricing: The Distributor may sell the Products at such prices as it deems appropriate, subject to not exceeding the Maximum Retail Price (MRP) printed on the product. The Supplier may provide suggested resale prices as a reference only — these are not binding and the Distributor is free to discount at its discretion. The Parties acknowledge that fixing minimum resale prices is prohibited under s.3(4)(e) of the Competition Act 2002.
4. Purchase Commitments and Minimum Offtake
The Distributor shall purchase Products in such quantities as it deems appropriate. No minimum purchase commitment is imposed.
5. Payment Terms
All purchases shall be on net 30 days from invoice terms.
Late payments attract interest at 18% per annum. The Supplier may suspend supplies if any undisputed invoice remains unpaid for more than 30 days after the due date.
6. Distributor Obligations
(a) Maintain adequate stocks of Products and appropriate warehousing and distribution infrastructure;
(b) Actively promote and market the Products within the Territory;
(c) Not sell the Products outside the Territory without prior written consent;
(d) Not distribute or represent competing products without the Supplier's written consent;
(e) Comply with all applicable laws including GST, consumer protection, product labelling, and import/export regulations;
(f) Maintain all statutory licences required for distribution of the Products;
(g) Provide quarterly sales reports to the Supplier.
7. Intellectual Property
The Supplier grants the Distributor a limited, non-exclusive, non-transferable licence to use the Supplier's trade marks, trade names, and logos solely for the purpose of marketing and distributing the Products in the Territory during the term. The Distributor shall not modify, reverse-engineer, or create derivative works from any Product or IP.
8. Warranty and Product Liability
The Supplier warrants that the Products comply with applicable specifications and quality standards. The Distributor shall pass through the Supplier's warranty terms to end customers. The Supplier shall indemnify the Distributor against product liability claims arising from manufacturing defects. The Distributor shall indemnify the Supplier against claims arising from improper handling, storage, or representation by the Distributor.
9. Termination and Stock Buyback
Either Party may terminate this Agreement by giving 90 days' written notice. Either Party may terminate immediately for: (a) material uncured breach; (b) insolvency or winding up; (c) assignment without consent.
On termination:
(a) The Supplier shall repurchase, within 60 days of termination, all unsold marketable stock of the Products held by the Distributor, at the original invoiced price (excluding GST), provided the stock is undamaged and within its shelf-life.
(b) The Distributor shall immediately cease using the Supplier's IP and return all marketing materials;
(c) All outstanding invoices shall be settled within 30 days.
10. Governing Law
This Agreement is governed by the laws of India. Disputes shall be subject to the exclusive jurisdiction of the courts at Delhi , [State].
IN WITNESS WHEREOF the Parties have executed this Agreement as of the date first written above.
Supplier
__GAP[da_sup_name|Acme Electronics Private Limited]__
__GAP[da_sup_signatory|Priya Sharma, Director — Sales]__
[Signature & Seal]
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Distributor
__GAP[da_dist_name|Northern Distribution LLP]__
__GAP[da_dist_signatory|Rahul Gupta, Managing Partner]__
[Signature & Seal]
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