Grocery Store Distribution Contract Sample
Grocery Store Distribution Contract Sample
This Grocery Store Distribution Contract ("Contract") is made effective as of [Month Day, Year], by and between [Your Company Name] ("Grocery Store"), with a principal place of business at [Your Company Address], and [Distributor Company Name] ("Distributor"), with a principal place of business at [Distributor Company Address].
RECITALS
WHEREAS, the Grocery Store is engaged in the business of selling various grocery products to consumers; and
WHEREAS, the Distributor is engaged in the business of distributing grocery products; and
WHEREAS, the Grocery Store desires to engage the Distributor to distribute certain grocery products under the terms and conditions set forth herein.
NOW, THEREFORE, in consideration of the mutual covenants and promises herein contained, the parties hereto agree as follows:
1. Definitions
1.1 "Products" shall mean the grocery products listed in [Exhibit A], which is attached hereto and incorporated by reference.
1.2 "Territory" shall mean the geographic area specified in [Exhibit B], which is attached hereto and incorporated by reference.
1.3 "Effective Date" shall mean the date first written above.
1.4 "Confidential Information" shall mean any information disclosed by one party to the other that is marked as confidential or would reasonably be understood to be confidential under the circumstances.
2. Appointment and License
2.1 The Grocery Store hereby appoints the Distributor as its exclusive distributor of the Products in the Territory, and the Distributor accepts such appointment.
2.2 The Grocery Store grants to the Distributor a non-transferable, non-exclusive license to use the Grocery Store’s trademarks, trade names, and logos (collectively, "Trademarks") solely for marketing and distributing the Products in the Territory.
3. Obligations of the Distributor
3.1 The Distributor shall use its best efforts to promote, market, and distribute the Products in the Territory.
3.2 The Distributor shall maintain adequate facilities and personnel for the efficient distribution of the Products.
3.3 The Distributor shall comply with all applicable federal, state, and local laws and regulations in the performance of its obligations under this Contract.
3.4 The Distributor shall not engage in any misleading or deceptive advertising or marketing practices.
3.5 The Distributor shall provide the Grocery Store with regular reports detailing its sales, inventory levels, and marketing activities as reasonably requested by the Grocery Store.
4. Obligations of the Grocery Store
4.1 The Grocery Store shall supply the Distributor with the Products in accordance with the terms and conditions of this Contract.
4.2 The Grocery Store shall provide the Distributor with all necessary marketing materials, product information, and technical support to assist the Distributor in the distribution of the Products.
4.3 The Grocery Store shall ensure that the Products comply with all applicable federal, state, and local laws and regulations.
4.4 The Grocery Store shall indemnify and hold the Distributor harmless from any claims, damages, or liabilities arising out of or related to the Products, except to the extent that such claims, damages, or liabilities are caused by the Distributor’s negligence or willful misconduct.
5. Orders and Pricing
5.1 The Distributor shall submit purchase orders to the Grocery Store specifying the quantities of Products ordered and the requested delivery dates.
5.2 The Grocery Store shall use its best efforts to fulfill all purchase orders submitted by the Distributor.
5.3 The prices for the Products shall be as set forth in [Exhibit C], which is attached hereto and incorporated by reference. The Grocery Store may change the prices for the Products upon sixty (60) days' written notice to the Distributor.
5.4 Payment terms shall be net thirty (30) days from the date of invoice unless otherwise agreed upon in writing by the parties.
6. Delivery and Risk of Loss
6.1 The Grocery Store shall deliver the Products to the Distributor’s designated delivery location, as specified in the purchase orders.
6.2 Title to and risk of loss of the Products shall pass to the Distributor upon delivery.
6.3 The Distributor shall inspect all deliveries of Products and notify the Grocery Store of any damages or discrepancies within five (5) business days of receipt.
7. Term and Termination
7.1 The term of this Contract shall commence on the Effective Date and continue for an initial period of one (1) year. Thereafter, this Contract shall automatically renew for successive one (1) year periods unless either party provides written notice of its intent not to renew at least sixty (60) days prior to the end of the then-current term.
7.2 Either party may terminate this Contract for cause upon thirty (30) days written notice to the other party if the other party breaches any material term of this Contract and fails to cure such breach within the thirty (30) day notice period.
7.3 Either party may terminate this Contract for convenience upon ninety (90) days written notice to the other party.
7.4 Upon termination of this Contract, the Distributor shall cease all use of the Trademarks and return to the Grocery Store all marketing materials, confidential information, and any other property belonging to the Grocery Store.
8. Confidentiality
8.1 Each party agrees to maintain the confidentiality of the other party’s Confidential Information and to use such information only for the purposes of performing its obligations under this Contract.
8.2 The obligation of confidentiality shall not apply to information that (i) is or becomes publicly available through no fault of the receiving party; (ii) is rightfully received from a third party without restriction on use or disclosure; (iii) is independently developed by the receiving party without reference to the disclosing party’s Confidential Information; or (iv) is required to be disclosed by law or court order.
9. Indemnification
9.1 The Distributor shall indemnify and hold the Grocery Store harmless from any claims, damages, or liabilities arising out of or related to the Distributor’s breach of this Contract, negligence, or willful misconduct, except to the extent that such claims, damages, or liabilities are caused by the Grocery Store’s negligence or willful misconduct.
9.2 The Grocery Store shall indemnify and hold the Distributor harmless from any claims, damages, or liabilities arising out of or related to the Grocery Store’s breach of this Contract, negligence, or willful misconduct, except to the extent that such claims, damages, or liabilities are caused by the Distributor’s negligence or willful misconduct.
10. Limitation of Liability
10.1 Except for liability arising from a party’s indemnification obligations or breach of confidentiality, neither party shall be liable to the other for any indirect, incidental, consequential, or punitive damages arising out of or related to this Contract, even if advised of the possibility of such damages.
10.2 The total liability of either party arising out of or related to this Contract shall not exceed the total amount paid by the Distributor to the Grocery Store under this Contract in the twelve (12) months preceding the event giving rise to the liability.
11. Miscellaneous
11.1 Governing Law. This Contract shall be governed by and construed in accordance with the laws of the State of [State], without regard to its conflict of laws principles.
11.2 Dispute Resolution. Any disputes arising out of or related to this Contract shall be resolved through binding arbitration conducted by the American Arbitration Association in [City, State]. The arbitration shall be conducted by a single arbitrator and shall be limited exclusively to the issues raised in the dispute. The decision of the arbitrator shall be final and binding on both parties.
11.3 Notices. All notices required or permitted under this Contract shall be in writing and shall be deemed delivered when delivered in person, sent by email with confirmation of receipt, or three (3) days after being sent by certified mail, return receipt requested, to the addresses of the parties set forth above or such other addresses as either party may specify in writing.
11.4 Entire Agreement. This Contract constitutes the entire agreement between the parties regarding its subject matter and supersedes all prior agreements, understandings, and representations, whether oral or written.
11.5 Amendments. This Contract may only be amended or modified by a written agreement signed by both parties.
11.6 Waiver. The failure of either party to enforce any right or provision of this Contract shall not constitute a waiver of that right or provision or any other right or provision.
11.7 Severability. If any provision of this Contract is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.
11.8 Assignment. Neither party may assign its rights or obligations under this Contract without the prior written consent of the other party, except that either party may assign this Contract to a successor in interest in the event of a merger, acquisition, or sale of all or substantially all of its assets.
11.9 Force Majeure. Neither party shall be liable for any delay or failure to perform its obligations under this Contract due to causes beyond its reasonable control, including, but not limited to, acts of God, natural disasters, government actions, labor strikes, or supply chain disruptions.
11.10 Relationship of the Parties. The parties are independent contractors, and nothing in this Contract shall be construed to create a partnership, joint venture, or agency relationship between them. Neither party shall have the authority to bind the other party or incur any obligation on its behalf without the other party’s prior written consent.
11.11 Counterparts. This Contract may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the parties have executed this Grocery Store Distribution Contract as of the Effective Date.
[Your Company Name]
By:
[Your Name]
[Title]
[Month Day, Year]
[Distributor Company Name]
By:
[Full Name]
[Title]
[Month Day, Year]
