Grocery Store Distribution Agreement Format
Grocery Store Distribution Agreement Format
I. Introduction
Parties Involved
This Grocery Store Distribution Agreement ("Agreement") is entered into by and between [Second Party], a [State] corporation with its principal office located at [Second Party Address], and [Your Company Name], a [State] corporation with its principal office located at [Your Company Address]. Both parties agree to the terms for a reliable distribution to promote quality product sales in the designated territory.
Effective Date
This Agreement, effective as of [Effective Date], initiates the distribution relationship between [Second Party] and [Your Company Name], marking the start of all obligations and rights outlined herein.
II. Definitions
Products
"Products" refer to the items listed in Appendix A, which [Second Party] agrees to supply to [Your Company Name].
Territory
"Territory" refers to the geographic area consisting of [Region Name], specifically encompassing the counties of [County 1], [County 2], and [County 3], within which [Your Company Name] will distribute the Products. This area includes urban, suburban, and rural markets, ensuring broad coverage and availability of Products to a diverse customer base.
III. Terms of Sale
Order Placement
Orders will be placed by [Your Company Name] through [online portal]. All orders must be submitted by [5 PM on the last business day of the month] for delivery in the following month.
Pricing
Prices for the Products are listed in Appendix B. Prices are subject to change upon [00] days’ written notice from [Second Party].
Payment Terms
Payment is due within [00] days from the date of invoice. Payments will be made by [bank transfer].
IV. Delivery and Shipping
Delivery Schedule
Deliveries will be made [weekly] on [every Tuesday and Thursday]. [Second Party] will provide a delivery schedule to [Your Company Name] at the start of each quarter.
Shipping Responsibilities
[Second Party] is responsible for shipping costs. Deliveries will be made to [Delivery Location].
Risk of Loss
Risk of loss or damage to the Products passes to [Your Company Name] upon receipt of the Products at the designated delivery location.
V. Quality Control
Product Specifications
Products must meet the quality standards as described in Appendix C. Any deviations must be approved in writing by [Your Company Name].
Inspection and Acceptance
[Your Company Name] will inspect all Products upon delivery. Any discrepancies or defects must be reported to [Second Party] within [00] business days.
Returns and Replacements
Defective or damaged Products will be returned to [Second Party] at their expense, and [Second Party] will provide replacements within [00] business days.
VI. Duration and Termination
Term
This agreement is valid for an initial term of [0] year, starting from the Effective Date. It will automatically renew for additional [one-year] terms unless terminated as provided herein.
Termination for Convenience
Either party may terminate this agreement for convenience with [00] days’ written notice to the other party.
Termination for Cause
Either party may terminate this agreement immediately if the other party breaches any material term of this agreement and fails to cure such breach within [00] days of written notice.
VII. Exclusivity and Non-Compete
Exclusive Rights
[Second Party] grants [Your Company Name] exclusive rights to distribute the Products within the Territory.
Non-Compete Clause
During the term of this agreement, [Your Company Name] agrees not to distribute any competing products within the Territory.
VIII. Confidentiality
Confidential Information
"Confidential Information" includes any business, technical, or financial information disclosed by either party to the other that is marked as confidential or would reasonably be understood to be confidential.
Obligations
Both parties agree to protect the Confidential Information of the other party with the same degree of care as they use to protect their own confidential information, but in no event with less than reasonable care.
Duration of Confidentiality Obligations
The confidentiality obligations will survive the termination of this agreement for a period of [00] years.
IX. Compliance and Regulatory Requirements
Regulatory Compliance
Both parties agree to comply with all applicable federal, state, and local laws and regulations, including but not limited to health and safety standards.
Health and Safety Standards
[Second Party] certifies that all Products meet or exceed the health and safety standards required by law and relevant industry standards.
X. Indemnification and Liability
Indemnification
Each party agrees to indemnify, defend, and hold harmless the other party from any claims, liabilities, damages, and expenses (including reasonable attorney's fees) arising out of the indemnifying party's breach of this agreement or negligence.
Limitation of Liability
Except for liability arising from breaches of confidentiality, neither party will be liable to the other for any indirect, incidental, or consequential damages, even if advised of the possibility of such damages.
XI. Dispute Resolution
Governing Law
This agreement will be governed by and construed in accordance with the laws of the State of [State], without regard to its conflict of law principles.
Dispute Resolution Process
Any disputes arising out of or in connection with this agreement will be resolved through [arbitration] conducted in [Location]. If mediation fails, the dispute will be settled by binding arbitration in accordance with the rules of [Arbitration Association].
XII. Miscellaneous
Force Majeure
Neither party will be liable for any delay or failure to perform its obligations under this agreement due to events beyond its reasonable control, including but not limited to natural disasters, war, or government action.
Amendments
This agreement may only be amended by a written agreement signed by authorized representatives of both parties.
Notices
All notices required or permitted under this agreement will be in writing and will be deemed given when delivered personally, sent by certified mail, return receipt requested, or sent by recognized overnight courier, to the addresses of the parties set forth above.
Entire Agreement
This agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous understandings and agreements, whether written or oral.
Severability
If any provision of this agreement is held to be invalid or unenforceable, the remaining provisions will remain in full force and effect.
Assignment
Neither party may assign its rights or delegate its obligations under this agreement without the prior written consent of the other party.
XIII. Signatures
Authorized Signatories
IN WITNESS WHEREOF, the parties have executed this Grocery Store Distribution Agreement as of the Effective Date.
[Your Name]
[Your Company Name]
[Date]
[Representative's Name]
[Second Party]
[Date]
