Reseller Agreement Template
This Reseller Agreement (“Agreement”) is entered into and made effective as of [Effective Date] (“Effective Date”), by and between [Supplier Legal Name], a [jurisdiction and entity type] with its principal place of business at [Supplier Address] (“Supplier”), and [Reseller Legal Name], a [jurisdiction and entity type] with its principal place of business at [Reseller Address] (“Reseller”). Supplier and Reseller are sometimes individually referred to as a “Party” and collectively as the “Parties.”
WHEREAS, Supplier is engaged in the development, manufacture, and supply of certain products and/or services, as described herein; and
WHEREAS, Reseller desires to market, sell, and distribute such products and/or services within a designated territory, subject to the terms and conditions set forth in this Agreement; and
WHEREAS, Supplier is willing to appoint Reseller as a non-exclusive or exclusive reseller of the products and/or services, as more particularly set forth below;
NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
Appointment of Reseller
Supplier hereby appoints Reseller as its authorized [exclusive/non-exclusive] reseller for the purposes of marketing, selling, and distributing the products and/or services described as follows: [Insert detailed description of products and/or services] (“Products”).
Reseller accepts such appointment and agrees to devote reasonable efforts and resources to promote, market, and sell the Products strictly in accordance with the terms of this Agreement.
Reseller shall not appoint any sub-resellers, agents, or distributors for the Products without the prior written consent of Supplier.
This appointment does not confer upon Reseller any rights or authority to make representations, warranties, or commitments on behalf of Supplier other than as expressly provided herein.
Reseller shall not represent itself as the manufacturer or developer of the Products and shall not remove, alter, or obscure any proprietary notices or branding on or relating to the Products.
Except as expressly provided herein, all rights not specifically granted to Reseller under this Agreement are reserved by Supplier.
The appointment of Reseller hereunder does not constitute a partnership, joint venture, or fiduciary relationship between the Parties.
Scope of Reseller Rights and Obligations
Reseller shall use commercially reasonable efforts to promote, market, and sell the Products in the Territory specified in this Agreement.
Reseller shall comply with all policies, guidelines, specifications, and requirements communicated by Supplier from time to time regarding the promotion and sale of the Products.
Reseller shall provide pre-sales and post-sales support to end customers in accordance with standards established by Supplier.
Reseller shall maintain competent personnel with sufficient knowledge of the Products to effectively market and support them.
Reseller agrees not to make any false or misleading representations concerning the Products or Supplier.
Reseller shall not engage in any activity that detrimentally affects the reputation or goodwill of Supplier or the Products.
Reseller shall promptly notify Supplier of any complaints, claims, or issues relating to the Products or their performance brought to its attention by customers or regulatory authorities.
Territory and Exclusivity
The geographic territory in which Reseller is authorized to market and sell the Products is defined as follows: [Insert detailed description of Territory] (“Territory”).
Reseller shall not market, sell, or actively promote the Products outside the designated Territory, either directly or indirectly, without the prior written consent of Supplier.
If this Agreement provides for exclusivity, Supplier shall not appoint any other reseller or distributor for the Products in the Territory during the Term, subject to the achievement of performance standards as provided herein.
Where the appointment is non-exclusive, Supplier reserves the right to market, sell, and appoint other resellers in the Territory at its sole discretion.
Reseller shall promptly inform Supplier of any actual or threatened infringement, unauthorized use, or misappropriation of the Products or Supplier’s intellectual property within the Territory.
Reseller shall not solicit or accept orders for the Products from customers located outside the Territory.
The Parties may mutually agree in writing to amend the scope of the Territory or the grant of exclusivity at any time during the Term.
Reseller Performance Standards
Reseller shall use its best efforts to meet the minimum purchase and/or sales targets as specified herein: [Insert minimum sales targets, volume, or metrics].
Reseller shall submit periodic sales reports to Supplier, detailing sales activities, inventory levels, and market conditions, on a [monthly/quarterly] basis or as otherwise agreed.
In the event Reseller fails to meet the performance standards for [consecutive period], Supplier reserves the right to modify the terms of exclusivity, adjust discounts, or terminate this Agreement upon written notice.
Reseller shall maintain an adequate inventory of the Products to ensure timely fulfillment of customer orders and to meet anticipated demand.
Reseller shall employ qualified staff and maintain sufficient resources to efficiently perform its obligations under this Agreement.
Reseller shall participate in sales training, product updates, and technical certifications as reasonably required by Supplier.
Supplier may review and assess Reseller’s performance at reasonable intervals and provide written notice of any deficiencies, together with an opportunity to cure such deficiencies within [number] days.
Order Placement and Fulfillment Procedures
All orders for the Products shall be placed by Reseller in writing through Supplier’s designated ordering system or process, specifying quantities, delivery instructions, and requested delivery dates.
Supplier shall confirm acceptance or rejection of each order within [number] business days of receipt, and acceptance shall not be unreasonably withheld.
Delivery of Products shall be made [Incoterms, e.g., FOB, CIF] at [delivery location], within [number] days from order acceptance, subject to availability.
Risk of loss or damage to Products shall pass to Reseller upon delivery at the agreed location.
Reseller shall promptly inspect all shipments upon receipt and notify Supplier in writing of any shortages, damages, or discrepancies within [number] days, failing which the shipment shall be deemed accepted.
Supplier shall use commercially reasonable efforts to fulfill accepted orders in accordance with the terms of this Agreement, but shall not be liable for delays due to causes beyond its reasonable control.
Reseller shall not cancel or modify any order after Supplier’s acceptance without Supplier’s prior written consent.