Distribution Agreement

Distribution Agreement

〔Supplierの名称〕 (the Supplier) and 〔Distributorの名称〕 (the Distributor) agree as of 〔契約締結日〕 as follows.

Article 1. Appointment and Orders

1.1 Supplier appoints Distributor to buy the Products identified in the Schedule and resell them in the Territory in its own name and at its own risk.

1.2 Distributor cannot bind Supplier.

1.3 If the Schedule specifies Exclusive, Supplier shall not appoint another distributor or itself sell Products to customers in the Territory during the term, subject to orders accepted before the effective date and the reserved customers expressly identified in the Schedule. If it specifies Non-exclusive, neither restriction applies.

1.4 An Exclusive Distributor shall buy at least the annual units stated in the Schedule; For a partial contract year the target is prorated by its calendar days compared with a full year and rounded down to whole units. Units Supplier could not supply on accepted orders without Distributor fault are deducted from the target.

1.5 If it misses that adjusted target, Supplier may give notice of the shortfall and, if the shortfall is not remedied within the cure period, convert the appointment to Non-exclusive by further notice.

1.6 Distributor sets its resale prices independently; neither party may impose a resale price contrary to applicable law.

1.7 Distributor's order must identify Product SKU, quantity and requested shipment date.

1.8 Supplier shall accept or reject it in writing within the order-response period in the Schedule; silence is not acceptance.

1.9 An accepted order is binding, states its quantity, applicable Schedule price and shipment date, and is subject to this Agreement.

1.10 Supplier shall promptly notify Distributor of a likely delay; a change to an accepted order requires both parties' written agreement.

1.11 A purchase-order form does not amend this Agreement.

Article 2. Marketing, Brand and Product Safety

2.1 Supplier grants Distributor a non-exclusive, non-transferable licence to use only the marks identified in the Schedule, solely to market and resell genuine Products in the Territory during the term and any permitted sell-off under Article 6, in accordance with Supplier's supplied brand instructions. Supplier retains all rights in its marks and Products; Distributor acquires title only to purchased units.

2.2 Distributor shall not alter Product labels or make unsupported product claims, shall store and trace Products by lot where supplied, and shall provide first-line customer support.

2.3 Supplier shall provide current specifications, available conformity and safety documents, and known material safety updates, and is responsible for conformity of Products as supplied with those specifications.

2.4 Distributor is responsible for importation, local distribution, local-language labeling and obtaining permissions required for its activities in the Territory; Supplier shall reasonably supply the Product information needed for those tasks.

2.5 Each party shall promptly notify the other of complaints, suspected defects and regulator contacts, preserve relevant records, and cooperate in tracing affected lots.

2.6 For Products materially failing the supplied specifications during the warranty period measured from contractual delivery in the Schedule, Distributor shall notify Supplier with available lot and defect evidence within the claim-notice period after discovery, without waiving rights that cannot lawfully be waived.

2.7 Supplier shall elect within 10 calendar days after receipt of reasonable defect evidence to repair, replace or credit the affected units, and complete the agreed remedy within 30 calendar days; if it cannot do so, Distributor may cancel the affected units and receive a refund within a further 10 calendar days.

2.8 Supplier shall pay reasonable return or replacement transport costs; this remedy does not apply to damage caused by Distributor's improper storage, alteration or misuse.

2.9 Distributor shall handle customer communications and ordinary returns at its own cost except for those arising from a Supplier-responsible defect.

2.10 Either party may suspend affected sales immediately on a credible safety concern.

2.11 The parties shall promptly coordinate investigation, customer and regulator notices, and any recall or corrective action, without delaying an action a party is legally required to take.

2.12 Supplier bears reasonable corrective-action and recall costs to the extent caused by a defect in Products as supplied; Distributor bears them to the extent caused by its storage, alteration, labeling or distribution breach; jointly caused costs are allocated according to causation, and the parties shall exchange supporting records.

Article 3. Price, Shipment and Payment

3.1 The Schedule identifies each Product's wholesale unit price and currency, the Incoterms® 2020 rule and named place, shipment lead time, payment period and payment account.

3.2 Supplier invoices on shipment unless an accepted order expressly specifies an earlier invoice milestone agreed by both parties.

3.3 Distributor shall pay each undisputed invoice within the Schedule payment period after receipt; it shall promptly identify a disputed amount with reasons and pay the undisputed balance on time.

3.4 The stated Incoterms® rule determines delivery and risk transfer; title passes only when Supplier receives payment in full for the relevant units, without changing risk transfer. Until then Supplier permits lawful resale in Distributor’s ordinary course of business; any title-retention effectiveness against third parties remains subject to applicable law.

3.5 Each party performs the export or import formalities allocated to it by the stated rule, subject to mandatory law.

3.6 A price change applies only to orders accepted after the written change takes effect.

3.7 Distributor is responsible for its own resale prices, customer collections and taxes on its resales.

Article 4. Changes, Priority and Notices

4.1 An amendment, including a change to Products, Territory, exclusivity, prices or shipment terms, is effective only when recorded in writing and signed or otherwise expressly approved in writing by both parties' authorized representatives.

4.2 The Schedule and this Agreement prevail over conflicting purchase-order terms; an accepted order controls only its expressly agreed quantity and shipment date or an expressly identified written deviation.

4.3 A referenced annex is effective only if identified by title, version and date in the Schedule and provided to both parties before signature.

4.4 Formal notices must be sent to the postal or email contacts in the Schedule: courier delivery is effective on documented delivery and email on a non-automated acknowledgment from the recipient; a sender without that acknowledgment must use courier.

4.5 A party may update its contact by notice under this Article.

Article 5. Confidentiality and Compliance

5.1 Each party shall use the other party's nonpublic information only to perform this Agreement, disclose it only to personnel and approved subcontractors who need it and owe equivalent confidentiality duties, and apply reasonable safeguards. These duties do not cover information demonstrably public without breach, already lawfully known, independently developed or lawfully received without restriction.

5.2 Mandatory disclosure is permitted to the extent required, with advance notice when lawful.

5.3 Each party shall comply with laws applicable to its performance, including applicable export controls, sanctions and anti-bribery requirements; neither party must perform a shipment prohibited by applicable law and it shall promptly notify the other of the impediment.

5.4 Confidentiality lasts for three years after termination, or, for trade secrets, while they remain protected as trade secrets under applicable law.

Article 6. Term, Termination and Consequences

6.1 This Agreement begins on 〔契約締結日〕 and expires on 〔契約終了日〕 unless earlier terminated; it renews only by a written agreement of both parties.

6.2 Either party may terminate for the other's material breach not cured within 〔是正期間の日数〕 days after notice describing it, or immediately if a safety-related breach creates an imminent risk that cannot reasonably be cured.

6.3 A party may suspend only affected performance while a legal prohibition or credible safety risk persists and shall cooperate to mitigate it.

6.4 Within 〔精算期間の日数〕 days after expiry or termination, the parties shall list accepted open orders, delivered but unpaid Products, prepaid undelivered Products, stock and pending claims.

6.5 Accepted orders remain binding and are delivered and paid under this Agreement unless the terminating party cancels an affected order because of the other party's uncured material breach or performance is legally prohibited; Supplier shall refund prepaid amounts for canceled, undelivered units within that settlement period.

6.6 Distributor shall pay for delivered units by their existing invoice due dates.

6.7 On expiry or termination other than for Distributor's uncured material breach, Distributor may sell lawfully saleable, paid-for genuine stock in the Territory for 〔在庫販売猶予の日数〕 days, following the brand instructions; after that period, or immediately upon termination for Distributor's uncured material breach, it shall stop using Supplier's marks and stop offering Products for sale.

6.8 There is no general stock buyback; Supplier shall provide the Article 2 remedy for qualifying defective stock, and Distributor shall hold or dispose of other unsaleable stock as required by applicable law at its own cost, except to the extent Article 2 allocates corrective-action costs to Supplier.

6.9 The parties shall coordinate required customer notices and continue Article 2 warranty, safety and recall cooperation for Products already supplied.

6.10 Within 30 calendar days after expiry or termination each party shall return the other's confidential materials if requested before that deadline or otherwise securely delete them, except legally required copies whose grounds and retention period shall be notified.

6.11 Routine backups must be deleted within 90 calendar days after expiry or termination. All retained copies remain protected and unavailable for other use.

6.12 Accrued payments, the settlement and surviving product obligations, confidentiality, retained intellectual-property rights, liability and disputes provisions survive as needed to give them effect.

Article 7. Liability and Disputes

7.1 Each party is liable for proven direct losses caused by its breach.

7.2 Each party's aggregate liability under this Agreement is limited to 〔責任上限額〕 〔通貨〕; this limit does not apply to unpaid purchase prices, express refund duties, fraud, willful misconduct, gross negligence, reasonable recall and corrective-action costs allocated under Article 2, death or personal injury caused by its Products or conduct, or liability that applicable law does not permit to be limited.

7.3 Neither party is liable for indirect or consequential loss, except to the extent exclusion is prohibited by applicable law; the exclusions do not reduce the expressly allocated recall costs.

7.4 The parties shall first refer a dispute to their designated business leads for 〔紛争協議期間の日数〕 days, without preventing urgent protective relief.

7.5 The law of 〔準拠法〕 governs, excluding its conflict-of-laws rules and, to the extent exclusion is permitted, the UN Convention on Contracts for the International Sale of Goods. The courts at 〔専属管轄裁判所の所在地〕 have exclusive jurisdiction, subject to mandatory jurisdiction rules.

【Schedule of Commercial Terms】

Complete the factual entries before signature. If there are several SKUs, attach a dated, versioned Product and price list approved by both parties; it must specify each SKU, specification, unit price and currency and is part of this Schedule. No other annex is incorporated unless its title, version and date are entered below and both parties have received it.

Products: SKUs, specifications and intended use：〔製品の品目・仕様〕

Territory: countries or defined area：〔販売地域〕

Appointment: enter exactly Exclusive or Non-exclusive：〔販売権の独占区分〕

Reserved customers and pre-existing orders if Exclusive; enter None if none or Non-exclusive：〔対象外顧客・既存注文〕

Minimum units per contract year if Exclusive; enter 0 if Non-exclusive：〔年間最低購入数量〕

Licensed Supplier marks and brand-instruction version：〔使用許諾商標・ブランド指示〕

Wholesale unit prices by SKU, in currency below：〔製品別卸売単価〕

Currency for prices and liability cap：〔通貨〕

Incoterms® 2020 rule and named delivery place：〔インコタームズ規則・指定地〕

Shipment lead time after order acceptance, in days：〔出荷所要日数〕

Written order-response period, in days：〔注文回答期間の日数〕

Invoice payment period after receipt, in days：〔請求書支払期間の日数〕

Supplier payment-account details, provided securely：〔Supplierの支払口座情報〕

Product warranty period after delivery, in months：〔製品保証期間の月数〕

Defect claim-notice period after discovery, in days：〔不具合通知期間の日数〕

Supplier notice postal address and email：〔Supplierの通知先〕

Distributor notice postal address and email：〔Distributorの通知先〕

Effective date and fixed expiry date：〔契約締結日〕; 〔契約終了日〕

Breach cure period, in days：〔是正期間の日数〕

Settlement period after end, in days：〔精算期間の日数〕

Permitted stock sell-off period, in days：〔在庫販売猶予の日数〕

Aggregate liability cap, in currency above：〔責任上限額〕

Business-lead dispute escalation period, in days：〔紛争協議期間の日数〕

Governing law: country or territorial legal system：〔準拠法〕

Exclusive court location：〔専属管轄裁判所の所在地〕

Incorporated annex title, version and date; enter None if none：〔組込み別紙の特定情報〕

Date: 〔契約締結日〕

First party: 〔Supplierの名称〕 Signature: ____________________

Second party: 〔Distributorの名称〕 Signature: ____________________