Reseller Agreement South Africa – Non-Exclusive

RESELLER AGREEMENT NON-EXCLUSIVE

Summary A Reseller Agreement can help to protect both the reseller and the supplier when a reseller is appointed to distribute or on-sell the supplier’s goods and services. A written agreement helps to set out both parties’ rights and obligations, and to establish agreed permissions and limitations relating to the terms of the distributorship.

Why do I need a Reseller Agreement? A Reseller Agreement assists suppliers and their resellers or distributors to agree upon and set out the terms of their relationship with each other, including the terms of payment and any returns policies, and also provides protection for the innocent party if the other party breaches the agreement. This agreement does not afford the reseller exclusive distribution rights, and accordingly the supplier may appoint multiple distributors in the same territory.

If your business provides goods or services to resellers who on-sell the goods or services to their customers, then you should consider using a written agreement to contract with your resellers / distributors.

Your arrangement is exclusive? Then have a look at our Reseller Agreement for territorial exclusivity.

What does the Reseller Agreement say? The template terms and conditions consist of: Introduction; Appointment; Orders and Delivery; Pricing; Payment; Obligations; Confidentiality; Termination; General; Annexure A: Parties’ details; Annexure B: Product details.

What does the contract look like? The agreement can be printed onto ten pages.

What do you need to do to use the agreement?

• Read the Reseller terms and conditions to ensure that they suits your requirements. Make changes as required.
• Ensure Annexures A and B have been completed.
• Complete the document with the relevant details, get your distributor to sign, and you sign in acknowledgement.

Also viewed: Confidentiality Agreements

Also known as: Reseller Agreement; Reseller Terms and Conditions; Reseller Contract; Distribution Agreement; Distribution Terms and Conditions; Distribution Contract

An in-depth look at our Non-Exclusive Reseller Agreement

Introduction

A non-exclusive reseller agreement is a written contract between a supplier or manufacturer and a reseller. This agreement outlines the terms and conditions under which the reseller can sell or distribute the supplier’s products or services.

Unlike an exclusive reseller agreement, a non-exclusive reseller agreement template allows the supplier to have multiple resellers for the same products or services within a specified territory. This article delves into the key aspects of a non-exclusive reseller agreement, the rights and responsibilities of the parties involved, and the termination provisions.

Parties and Scope of the Agreement

The non-exclusive reseller agreement involves two parties: the supplier or manufacturer and the reseller.

The supplier grants the reseller the right to sell or distribute their products or services, while the reseller agrees to abide by certain terms and conditions set forth in the agreement. The scope of the agreement defines the non exclusive distribution of specific products or services that the reseller is authorized to sell and the territory within which they can operate.

Rights and Obligations

The non-exclusive reseller agreement is a written agreement which outlines the rights and obligations of both the supplier and the reseller for the non exclusive distribution of products. The supplier retains all intellectual property rights related to the products or services being resold.

The reseller acknowledges this and agrees not to claim any ownership over the intellectual property. The reseller’s responsibilities include marketing and promoting the products or services, providing reasonable customer support, and complying with any guidelines or standards specified by the supplier.

The agreement may also address the use of marketing materials, such as logos of the reseller hereunder, trademarks, or press releases, and any restrictions on their use.

Distribution Rights and Sales

The non-exclusive reseller agreement grants the reseller the right to distribute or sell the supplier’s products (independent contractors) or services to end-users or customers. The reseller agrees to act in a professional manner and exercise reasonable care when dealing with customers. The agreement may specify whether the reseller can sell directly to end-users or if they must sell through authorized distributors. It may also address the reseller’s ability to resell the products or services to other resellers.

Termination and Dispute Resolution

The non-exclusive reseller agreement can be seen as somewhat of a joint venture and includes provisions for termination of the reseller agreement. Either party may terminate the reseller agreement or distribution agreement upon prior written notice to the other party, subject to any agreed-upon notice period for such written notice.

The reseller agreement/ distribution agreement may also specify circumstances that constitute a material breach, allowing for immediate termination.

Dispute resolution mechanisms, such as mediation or arbitration, may be outlined in the independently developed agreement to resolve any disagreements or dispute arising from the agreement that may arise between the supplier and the reseller.

Confidentiality and Intellectual Property Rights

Confidentiality and protection of intellectual property are crucial aspects of a non-exclusive reseller agreement.

The written agreement typically includes provisions to safeguard confidential information shared between the parties during the course of their business relationship. The reseller acknowledges that they may have access to confidential information and agrees not to disclose or use it for any unauthorized purposes.

The written agreement also clarifies that the supplier retains all proprietary rights and ownership of the intellectual property associated with the products or services.

Force majeure

This is unforeseen events or circumstances beyond the control of the parties involved that may hinder or prevent the performance of contractual obligations. In the context of a non-exclusive reseller agreement, including a force majeure clause is crucial to address situations such as natural disasters, acts of terrorism, or government actions that may disrupt the reseller’s ability to sell or distribute the supplier’s products or services without prior approval.

The force majeure clause typically specifies the rights and obligations of the parties during such events, including the suspension of performance, extension of deadlines, or termination of the agreement if the force majeure event persists for an extended period as this is a reasonable request.

Conclusion

A non-exclusive reseller agreement is a written agreement which establishes a mutually beneficial relationship between a supplier or manufacturer and a reseller within the entire agreement. It allows the supplier to expand their distribution network while providing the reseller with the opportunity to sell or distribute in-demand products or services. By clearly defining the rights, obligations, and terms of the agreement, both parties can conduct their business in a structured and professional manner. It is crucial for both the supplier and the reseller to review the agreement carefully and seek legal advice if necessary to ensure that their rights and interests are protected.

FAQs (Frequently Asked Questions)

1. Can a reseller have multiple non-exclusive reseller agreements with different suppliers?Yes, a reseller can enter into multiple non-exclusive reseller agreements with different suppliers. However, it is important to ensure that there are no conflicts of interest or contractual obligations that may arise from such agreements.
2. Can a reseller terminate the non-exclusive reseller agreement at any time?The non-exclusive reseller agreement may specify the conditions and notice period for termination. Generally, both parties have the right to terminate the agreement upon prior written notice, subject to any agreed-upon provisions.
3. Can a reseller modify the terms of the non-exclusive reseller agreement?Any modifications or amendments to the non-exclusive reseller agreement should be made in writing and signed by both parties. Prior written approval may be required to ensure that the changes are mutually agreed upon.

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