DISTRIBUTORSHIP AGREEMENT
KNOW ALL MEN BY THESE PRESENTS:
This DISTRIBUTORSHIP AGREEMENT made and entered into this ___ day of
__________________ 2020, in _________ City, by and between:
__________________., is a domestic corporation, duly organized and
existing under the laws of the Philippines, with office address at
_______________________ City, and duly represented herein
by__________________, Director hereinafter referred to as the
“COMPANY”
—and—
____________________, Filipino, of legal age and with postal address
at _________________________, hereinafter referred to as the
“DISTRIBUTOR”
WITNESSETH That:
WHEREAS, the COMPANY is engaged in the business of buying, importing,
exporting, selling, distributing, marketing at wholesale food products;
WHEREAS, the DISTRIBUTOR desires to be granted a right to sell and distribute the
products of the COMPANY;
WHEREAS, the COMPANY is willing to grant the DISTRIBUTOR, the right to sell and
distribute the products of the COMPANY subject to certain conditions;
NOW, THEREFORE, in consideration of the foregoing premises and the reciprocal
rights and obligations of the parties hereinafter set forth, it is hereby agreed and covenanted
that:
ARTICLE I
PRODUCTS
“PRODUCTS” shall mean seafood, meats, cold cuts, pasta, cheese, oil and vinegar and
more particularly enumerated and described in the attached list marked as Annex “A”
hereof. In case of the entry of new products and/or product variants, said new products
and/or product variants shall automatically form part of Annex “A”.
ARTICLE II
TERM
This Agreement shall be effective for a period of one (1) year from the date of
execution and may be renewed by the PARTIES under terms and conditions that may be
mutually agreed upon in writing prior to expiration.
ARTICLE III
ACCOUNT COVERAGE
The DISTRIBUTOR is authorized to distribute the Products within the Philippines.
It is understood and agreed that COMPANY has granted the DISTRIBUTOR the
exclusive right to distribute and sell the Products of the COMPANY.
ARTICLE IV
DISTRIBUTOR’S RESPONSIBILITIES
The following are the responsibilities of the DISTRIBUTOR:
i. Diligently market, sell and distribute the Products of the COMPANY;
ii. Ensure the quality of the Products by maintaining it in a good and
sanitary condition to preserve the quality of the products;
iii. Assist the COMPANY in promoting its Products including participating
in sale related activities of the COMPANY;
iv. Sell and distribute the Products in accordance with the price agreed upon
by the DISTRIBUTOR and the COMPANY as discussed below;
v. Refrain from engaging directly or indirectly in the sale and distribution
of other Products similar to that of the COMPANY;
vi. Make and submit a written report to the COMPANY every 30 th day of the
month of the customer’s information and product purchases including
the date of order and delivery of the Products;
ARTICLE V
RELATIONSHIP WITH THE COMPANY
It is understood that the DISTRIBUTOR is an independent contractor and neither it nor
any of its officers, employees or agents may, in any way, be construed to be an agent, a
representative or an employee of the COMPANY.
The actual supervision and control of the conduct of the marketing, sale and
distribution of the COMPANY’s products shall be strictly the sole responsibility of the
COMPANY.
ARTICLE VI
PRICES AND TERMS OF PAYMENT
It is hereby agreed that the COMPANY shall charge the DISTRIBUTOR such prices
and other fees and charges enumerated in Annex “A” hereto attached.
It is understood that such prices are subject to change upon at least thirty (30) days
prior written notice.
ARTICLE VII
EFFECTIVITY
This Agreement shall take effect beginning ________________. Any all other
modifications/amendments mutually agreed upon from time to time during the effectivity of
this Agreement shall take effect upon the signing thereof by the parties.
This Agreement shall continue in force for a period of ONE (1) YEAR and in the
absence of a termination pursuant to Article VIII, shall continue thereafter under the same
terms and conditions except for such modifications as may be agreed upon by the parties in
writing, or unless sooner terminated by either party upon sixty (60) day written notice.
ARTICLE VIII
TERMINATION
Either party may cancel or terminate this Agreement upon immediate notice to the
other if it is established that a material breach of any of the conditions contained herein
brought to the attention of the other has not been explained satisfactorily and/or remedied
immediately after receipt of written notice of such breach.
ARTICLE IX
EFFECTS OF TERMINATION
1. Obligations of the DISTRIBUTOR
Upon expiration, termination or cancellation of this Agreement, the DISTRIBUTOR
shall, within fifteen (15) days:
a. Deliver all of the COMPANY’s products still in its custody to such points and/or
consignees as the COMPANY may instruct in writing;.
b. Settle in full all outstanding accounts with the COMPANY, if any;
c. Cease and desist from further representing itself as the DISTRIBUTOR for the
COMPANY;
d. Return and deliver to the COMPANY all forms and documents of the COMPANY in
any media or format;
e. Submit to the COMPANY’s office a final inventory of COMPANY products in its
custody as of the effective date of termination, expiration or cancellation.
2. Obligations of the COMPANY
Upon expiration or cancellation of this Agreement, the COMPANY shall within fifteen
(15) days:
a. Settle in full all outstanding accounts with the DISTRIBUTOR.
b. If requested by the DISTRIBUTOR, certify in writing that the DISTRIBUTOR is no
longer connected with the COMPANY as of the effective date of termination,
expiration or cancellation.
ARTICLE X
SEVERABILITY OF PROVISION
If any provision of this Agreement is held invalid or unenforceable, for any reason, by
any court, government agency, body or tribunal, the other remaining provisions hereof
unaffected thereby shall remain in full force and effect.
ARTICLE XI
ENTIRE AGREEMENT
This Agreement and the annexes hereto represent the entire understanding between
the parties and supersedes all prior agreement, oral and written, made in the course of
dealing between the parties with respect to the subject matter hereof. This Agreement may
not be changed or modified unless such changes or modifications are in writing and signed
by the duly authorized representatives of both parties.
IN WITNESS WHEREOF, the parties hereto have hereunto set their hands at ________
City, Philippines
__________________ ____________________________
(COMPANY) (DISTRIBUTOR)
Mr.______________________ Printed Name & Signature)
Director (Designation)
ACKNOWLEDGMENT
Republic of the Philippines)
City of ) s.s.
BEFORE ME, a Notary Public personally appeared before me the following this _____
day of ________________ 2020.
Name Gov’t. Issued I.D. No.
known to me to be the same persons who executed the foregoing instrument and they ac-
knowledged that the same is their free act and voluntary deed.
The foregoing Distributorship Agreement, consists of ___ (__) pages including the
page on which this acknowledgment is written, has been signed by the parties and their wit -
nesses at the left hand margin on pages _____ and on the space provided for their names on
page ___ and affixed with my notarial seal.
WITNESS MY HAND AND NOTARIAL SEAL on the date and place first above
written.
NOTARY PUBLIC
Doc. No. ______;
Page No. ______;
Book No. ______;
Series of 2020.
ANNEX “A”
PRODUCT/S LIST PRICE
Other products as the COMPANY may market during the effectivity of the AGREEMENT
and its renewal/s.
