To meet this need, icc has published a revised set of its uniform contractual rules, the ICC model distribution contract. The rules apply to agreements under which distributors act either as buyers and resellers or as importers who organize distribution in the country where they operate. Distribution contracts are one of the most widely used means of organising distribution abroad. Almost all companies active in international trade have certain distributors abroad, which means that most exporters will at some point face the development of an international distribution contract. But one of the difficulties faced by distributors in terms of contracting is the lack of uniform rules. This means that the parties must first refer to the rules set out in their agreements, which makes it essential to carefully develop these contracts. Essential elements of a distribution agreement include the duration (period during which the contract is in effect), delivery conditions and distribution areas covered by the agreement (regions located in the United States and/or international markets). The ICC`s standard distribution contract provides a unique contractual framework that integrates the dominant practice of international trade. It applies in particular to agreements under which distributors act either as buyers and resellers or as importers who organise distribution in the country where they operate. This revised version takes into account recent developments in legislation affecting distribution.
It contains a USB stick that contains the full text of the model and its attachments so you can simply tailor the contract to your particular case. If the parties do not have to enter into their own special contract, they can use the entire model designed to be balanced for both parties. Suppliers who use channel partners as part of their distribution network can use a one- or two-step distribution channel. In a one-step distribution system, the provider develops relationships with channel companies such as VARs, System Integrators (SIs) and Managed Service Providers (MSPs) — which sell to end customers. In a two-tier system, the supplier sells products to an independent distributor who in turn supplies products to channel partners who then package solutions for end customers. The two-step model requires dealer agreements to facilitate relationships between distributors and channel partners. Distributors, such as retailers or value-added resellers (VARs), purchase products from merchants who then sell them to their end customers. In the merchant-distributor relationship, the distributor acts as an intermediary between a supplier and a distributor. This relationship therefore requires a contractual agreement different from the one described above. d. Sub-agents.
The distributor may designate sub-agents, negotiators, sub-representatives or others who act on behalf of the distributor or otherwise fulfill the distributor`s obligations under this agreement within the territory; provided that (i) any compensation for these sub-agents, sub-agents, sub-representatives or other persons, to act on behalf of the distributor or to discharge any other of the distributor`s obligations, is exclusively the responsibility of the distributor, and (ii) that appointment does not deprive the entity of the essential rights to which it is entitled under this Agreement.