Wholesale Distribution Agreement Template for Netherlands

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Key Requirements PROMPT example:

Wholesale Distribution Agreement

"I need a Wholesale Distribution Agreement under Dutch law for my company's exclusive distribution of organic food products in the Benelux region, with specific provisions for cold chain management and compliance with EU food safety regulations."

Document background
The Wholesale Distribution Agreement is a critical commercial contract used when a supplier wishes to appoint a distributor to sell their products to retailers or other businesses within the Netherlands or broader territories. This agreement, governed by Dutch law, provides the legal framework for the distribution relationship, covering essential elements such as territory rights, ordering procedures, pricing structures, and performance expectations. It ensures compliance with both Dutch civil code and EU regulations, particularly regarding competition law and commercial agency provisions. The document is especially important for businesses expanding their distribution networks, entering new markets, or formalizing existing distribution arrangements. It includes comprehensive provisions for protecting both parties' interests while facilitating efficient business operations.
Suggested Sections

1. Parties: Identification and details of the supplier and distributor, including registered addresses and company details

2. Background: Context of the agreement, including supplier's business, products, and distributor's expertise

3. Definitions: Definitions of key terms used throughout the agreement

4. Appointment and Territory: Scope of distributor's appointment, territory definition, and exclusivity status

5. Products: Definition of products covered by the agreement and process for adding/removing products

6. Orders and Delivery: Process for ordering, minimum orders, delivery terms, and acceptance procedures

7. Prices and Payment: Pricing structure, payment terms, and currency provisions

8. Distributor's Obligations: Key responsibilities including marketing, storage, minimum purchases, and reporting

9. Supplier's Obligations: Support, training, and product supply commitments

10. Intellectual Property: Usage rights for trademarks, branding, and other IP

11. Confidentiality: Protection of confidential information and trade secrets

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

13. Post-Termination: Rights and obligations after termination, including return of materials and stock handling

14. Liability and Indemnity: Limitation of liability, warranties, and indemnification provisions

15. Force Majeure: Provisions for unforeseen circumstances preventing performance

16. General Provisions: Standard clauses including notices, assignment, and entire agreement

17. Governing Law and Jurisdiction: Choice of Dutch law and jurisdiction for disputes

Optional Sections

1. Non-Competition: Restrictions on competing activities during and after the agreement - include when exclusivity is granted

2. Performance Targets: Specific sales targets and consequences of failure - include when performance monitoring is critical

3. Marketing and Promotion: Detailed marketing obligations and cost sharing - include when significant marketing efforts are required

4. Training Requirements: Specific training obligations for distributor's staff - include for technical or complex products

5. Insurance: Specific insurance requirements - include for high-value or high-risk products

6. Data Protection: GDPR compliance provisions - include when personal data processing is involved

7. Anti-Corruption: Compliance with anti-corruption laws - include for international distribution

8. Quality Control: Product quality maintenance requirements - include for perishable or regulated products

9. Sub-Distributors: Rights and conditions for appointing sub-distributors - include when sub-distribution is permitted

Suggested Schedules

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

2. Schedule 2 - Territory: Detailed description or map of the territory, including any excluded areas

3. Schedule 3 - Minimum Purchase Requirements: Specific quantities or values of minimum purchase obligations

4. Schedule 4 - Performance Targets: Detailed sales targets and measurement criteria

5. Schedule 5 - Technical Requirements: Storage, handling, and technical requirements for products

6. Schedule 6 - Service Level Agreement: Specific performance metrics and service levels

7. Schedule 7 - Approved Sub-distributors: List of approved sub-distributors if applicable

8. Schedule 8 - Marketing Guidelines: Brand guidelines and marketing requirements

9. Appendix A - Standard Operating Procedures: Detailed operational procedures and requirements

Authors

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 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

Consumer Goods

Electronics

Pharmaceuticals

Food and Beverage

Automotive Parts

Industrial Equipment

Chemical Products

Textiles and Apparel

Construction Materials

Medical Devices

Technology Hardware

Agricultural Products

Luxury Goods

Sporting Goods

Home Appliances

Relevant Teams

Legal

Sales

Commercial

Supply Chain

Operations

Procurement

Business Development

Distribution

Contract Management

International Trade

Compliance

Finance

Logistics

Relevant Roles

Commercial Director

Head of Sales

Legal Counsel

Supply Chain Manager

Business Development Manager

Chief Operating Officer

Procurement Manager

Sales Operations Manager

Distribution Manager

Contract Manager

Commercial Manager

Regional Sales Director

General Counsel

Chief Commercial Officer

Export Manager

Territory Manager

Channel Manager

Logistics 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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