Quote:
Originally Posted by Ksunya  Oh, maybe the previous clause can help you 
In case of termination the Buyer shall be allowed to sell all the contractual articles within a period of three months. After this time it is prohibited to the Buyer to sell any of the contractual articles. The Buyer assures that he avoids any action that damages image of the brands and market price situation.
And
The Seller can cancel this contract without any term to give notice in case of...
Does this phrase mean without explanation?
Thank you very much in advance!
Faithfully yours,
Ksu |
This is worded very much in favour of the manufacturer (Seller). The Seller can cancel this contract without any term to give notice in case of...
You did not finish this sentence. You stopped at a critical part.
without any term to give notice means that the termination will be done
without any warning. The "in case of..." are the conditions under which this might be done. Perhaps they might be:
non-payment for the goods they purchased from the seller, not working hard enough in their territory (perhaps there is a quota for sales) or some other performance/illegal problem.
If I were the distributor (he should not be called the "buyer"), and I was terminated in such a manner I would want a clause saying I could return the goods I purchased from the seller and receive my money back. As it stands the seller has 3 months to get rid of his stock but there is no mention of what happens to the leftover stock that cannot be sold in this time period as he is forbidden to sell it anymore.
Usually in such an agreement there is an "
escape clause" whereby
either party can terminate their relationship with notice given in a certain time period (three month or six months). There may be situations where the "Buyer" may want to stop selling the "Seller's" product (it may be inferior and too much trouble for what it is worth for example)
The Buyer assures that he avoids any action that damages image of the brands and market price situation.
This sentence means that the buyer cannot run to all his customers and tell them that the Seller is canceling their agreement and try to get them (the customer) to buy a substitute product. He cannot talk about the "Seller" in a way that seems (from the Seller's point of view) to damage the Seller's good name and that of his products. (in reality this is hard to do because you as the distributor may be selling other products to the customer and the person/company replacing you may not do a good job servicing this customer...perhaps the customer is loyal and doesn't want to deal with the new person....such situations are messy)
There may even be a non-competition clause in this agreement later on saying that the "Buyer" cannot sell a competing product for say 1 to5 years after termination.
There may even be a clause where the Buyer may be forced to tell them who his customers are for the Seller's products.
Personally I don't think I would like such clauses. I purchased the goods from the Seller for resale. As long as I perform my duty and sell a sufficient quantity of the product the customers' names are my property.
As I said this document is worded very much in favour of the Seller.
Quote:
But could , please,you explain me what does to find mutual agreement in good faith mean?
Thanks,
|
hahaha....this is legal jargon meaning that both parties will be nice to each other and negotiate to a mutually beneficial agreement.
Remember we talked about
risk earlier on the part of the Buyer?
The risk for a distributor includes:
Responsible for maintaining sufficient stocking levels for his clients (to provide timely delivery)
Responsible for the costs of promotion and sales associated with representing the Seller's products.
Responsible for billing the customers for the goods and collection of the amounts due from their sale.
Responsible for maintenance and warranty repairs to the products if this is applicable (sometimes this is the responsibility of the Seller...but what if they do a poor job of this...it affects the Buyer's business)
These are risks to a distributor.
A
sales agent assumes none of these risks.
in its own name and risk 
Re: in its own name and risk 
, I think it is because the contract's draftter is not a native-speaker so he composed this contract relying on his country realies.
Linear Mode
