Supplier Distribution Agreement Template for Germany

The Supplier Distribution Agreement is a crucial commercial contract used when a manufacturer or supplier wishes to engage a distributor to sell their products in specific markets. Under German law, this agreement type requires particular attention to competition law compliance, commercial agency regulations, and specific provisions of the German Commercial Code (HGB). The document establishes the framework for the business relationship, including territorial rights, exclusivity arrangements, minimum purchase obligations, and performance requirements. It is especially important for companies expanding their distribution networks within Germany or internationally, requiring careful consideration of both German domestic law and EU regulations. The agreement typically includes detailed provisions on product ordering, delivery terms, pricing mechanisms, intellectual property rights, and termination procedures, all structured to comply with German legal requirements while maintaining commercial flexibility.

1. Parties: Identification and details of the supplier and distributor, including legal form and registration details as required under German law

2. Background: Context of the agreement, including the supplier's business, products, and intended distribution arrangement

3. Definitions: Detailed definitions of key terms used throughout the agreement, including Products, Territory, and Intellectual Property Rights

4. Appointment and Territory: Terms of distributor appointment, territory definition, and exclusivity/non-exclusivity provisions

5. Distributor Obligations: Core obligations including minimum purchase requirements, marketing efforts, reporting, and compliance with laws

6. Supplier Obligations: Supplier's commitments regarding product supply, support, training, and marketing assistance

7. Ordering and Delivery: Procedures for ordering, delivery terms, acceptance of goods, and related logistics

8. Prices and Payment: Pricing structure, payment terms, currency, and price adjustment mechanisms

9. Intellectual Property Rights: Usage rights for trademarks, branding guidelines, and IP protection obligations

10. Confidentiality: Protection of confidential information and trade secrets

11. Term and Termination: Duration, renewal provisions, and grounds for termination

12. Post-Termination: Obligations and rights after agreement termination

13. General Provisions: Standard clauses including governing law, jurisdiction, and entire agreement provisions