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A buy-sell reseller agreement under DIFC law with the DIFC Courts (or DIFC-seated arbitration): the Supplier appoints the Reseller (non-exclusively, as sole reseller or exclusively) to buy Products at a discount and resell them in a Territory in its own name, with ordering, pricing, trade mark licence, end-customer terms, warranty and support, and post-termination sell-off.
Dubai International Financial Centre (DIFC)
Highlighted blanks are the details your parties fill in.
This agreement is dated the date on which it is signed by the last of the parties.
This agreement is made between [TO BE CONFIRMED — Supplier legal name and details] (the "Supplier") and [TO BE CONFIRMED — Reseller legal name and details] (the "Reseller").
"Products" means [TO BE CONFIRMED — Products the Reseller may resell].
"Territory" means [TO BE CONFIRMED — Territory in which the Reseller may resell].
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"Renewal Period" means each successive period of 12 months.
"Non-Renewal Notice Period" means three months.
"Discount" means [TO BE CONFIRMED — Reseller discount off the Supplier's list prices].
"Currency" means [TO BE CONFIRMED — Currency of prices and payment].
"Price Change Notice Period" means 60 days.
"Payment Period" means 30 days after the date of the invoice.
"Late Payment Rate" means [TO BE CONFIRMED — Interest rate on overdue amounts].
"Delivery Terms" means [TO BE CONFIRMED — Delivery terms for physical Products (for example an Incoterms rule and place)].
"Minimum Purchase Commitment" means Products with a total net invoiced value of at least [TO BE CONFIRMED — Minimum value of Products to be ordered in each Contract Year] in each Contract Year.
"Supplier Marks" means the trade marks, trade names and logos that the Supplier applies to or uses in connection with the Products from time to time.
"End Customer Terms" means the Supplier's end-user licence, subscription or other terms of use for the Products, as the Supplier makes them available to the Reseller in writing from time to time.
"Warranty Period" means 12 months from the date of delivery to the Reseller.
"Liability Cap" means [TO BE CONFIRMED — Liability cap].
"Cure Period" means 30 days.
"Convenience Notice Period" means [TO BE CONFIRMED — Notice to terminate without cause].
"Sell-Off Period" means the period of three months after the date on which this agreement ends.
"Arbitration Rules" means [TO BE CONFIRMED — Arbitration rules (where disputes go to arbitration)].
The Supplier appoints the Reseller as a non-exclusive authorised reseller of the Products in the Territory for the term of this agreement, and the Reseller accepts that appointment. The Supplier may itself sell the Products in the Territory and may appoint other resellers, distributors and agents there.
The Reseller buys the Products from the Supplier and resells them in its own name and for its own account. Customers to whom the Reseller resells the Products are referred to in this agreement as end customers. The Reseller decides on its own terms of resale, subject only to the express terms of this agreement.
References in this agreement to buying, selling or reselling software or other digital Products are to buying, selling or reselling licences of or subscriptions to them. The Supplier grants the Reseller a non-exclusive, non-transferable right, for the term of this agreement and any Sell-Off Period, to market and resell those licences and subscriptions to end customers in accordance with this agreement, and to distribute the related licence keys, activation codes, download links and documentation to them. The Supplier grants each end customer its licence or subscription directly, on the End Customer Terms, which the Supplier must make available to the Reseller before the Reseller first resells the relevant Product. The Reseller receives no licence to use, copy, modify or sub-license the software itself, except as reasonably needed to deliver, install or support it for end customers in accordance with this agreement.
The Reseller must not actively market or sell the Products to customers located in any territory outside the Territory that the Supplier has reserved to itself or allocated exclusively to another reseller and has notified to the Reseller in writing. This does not prevent the Reseller from responding to unsolicited orders from customers outside the Territory, including orders received through its general website.
While this agreement continues, the Reseller must not manufacture, buy for resale, sell or promote in the Territory any goods or services that compete with the Products, without the Supplier's prior written consent. This restriction ends when this agreement ends.
The Reseller has no authority to make any contract, representation or commitment on the Supplier's behalf or to accept orders in the Supplier's name.
The parties do not intend this agreement to be a commercial agency under Federal Law No. 3 of 2022 Regulating Commercial Agencies. The Reseller buys and resells the Products in its own name and for its own account, and does not represent the Supplier or act on its behalf. This applies whether or not the Reseller sells the Products outside the Dubai International Financial Centre, including in mainland United Arab Emirates.
Neither party will apply to register this agreement, or the Reseller as the Supplier's commercial agent or distributor, in the commercial agencies register maintained by the UAE Ministry of Economy or in any similar register, and the Reseller will not hold itself out as the Supplier's registered, exclusive or sole agent. If the Reseller breaches this paragraph, it must at the Supplier's request promptly take every step needed to cancel any registration made, and the Supplier may terminate this agreement immediately by written notice.
The Reseller acknowledges that, because this agreement is not a registered commercial agency, it does not give the Reseller any right that the law regulating commercial agencies gives only to registered commercial agents, including any right to object to imports of the Products by others or to compensation on the expiry or termination of this agreement, except as this agreement expressly provides.
The Supplier may change the specification of any Product, or discontinue any Product, by giving the Reseller at least 90 days' written notice, or any shorter notice that is reasonable where the change is required by law or for safety reasons. The Supplier must either fulfil orders for a discontinued Product that it accepted before the notice, or supply a substitute of equivalent or better quality and functionality on the same terms. Products may be added to the Products only by written agreement between the parties.
The price payable by the Reseller for a Product is the Supplier's list price for that Product in the Territory current on the date the Supplier accepts the order, less the Discount. The Supplier may change its list prices by written notice given at least the Price Change Notice Period before the change takes effect. A change does not affect any order accepted before it takes effect.
The Reseller is free to set its own resale prices for the Products. The Supplier may recommend resale prices, but a recommendation is not binding, and the Supplier must not impose a fixed or minimum resale price, or make the supply of Products, the Discount or any other benefit conditional on the prices at which the Reseller resells the Products.
Invoices for physical Products may be issued once the Products are dispatched, and invoices for digital Products once they are available to the Reseller or end customer. The Reseller pays each invoice in the Currency by transfer of cleared funds within the Payment Period, without set-off. Prices exclude value added tax and any other tax or duty. Where value added tax under the law of the United Arab Emirates is chargeable, the Supplier will issue a tax invoice that meets the legal requirements and the Reseller will pay the tax with the price; where the transaction is subject to a reverse charge, each party will account for the tax as the law requires.
If the Reseller disputes an invoice in good faith, it must notify the Supplier in writing, giving its reasons, within 14 days after receiving the invoice, and must pay the undisputed part when due. The parties must try in good faith to resolve the dispute promptly, and any amount found to be due must be paid within 10 business days after the dispute is resolved.
If the Reseller does not pay an undisputed amount when due, the Supplier may, after giving at least 10 business days' written notice, suspend further deliveries until all overdue amounts have been paid.
A sum that the Reseller does not pay on the due date carries simple interest at the Late Payment Rate for each day from that date to the day it is received. The parties have agreed this rate as their own measure of the Supplier's cost of being kept out of its money, and interest at the same rate continues to run on a judgment debt until it is paid, to the extent the DIFC Courts allow. Payment of interest does not stop the Supplier from suspending deliveries or ending this agreement.
The Reseller may order Products by submitting a written purchase order, including through any ordering system the Supplier makes available, stating the Products, quantities, requested delivery date and delivery address. An order is binding only when the Supplier accepts it in writing or by delivering the Products. The Supplier must not unreasonably refuse or delay acceptance of an order for Products that are generally available.
Each accepted order is a separate contract for the sale of the Products in it, on the terms of this agreement. Terms in or referred to by any purchase order, acknowledgement or other document of either party have no effect unless both parties agree them in writing. The Reseller may not cancel or change an accepted order without the Supplier's written consent.
The Supplier must deliver physical Products in accordance with the Delivery Terms, and risk in them passes to the Reseller as the Delivery Terms provide. Delivery dates are estimates, but the Supplier must use reasonable endeavours to meet them and must promptly notify the Reseller of any expected delay. The Reseller must notify the Supplier of any shortfall or visible damage within 10 business days after delivery. This does not affect the Product Warranty clause.
Title to physical Products passes to the Reseller on delivery in accordance with the Delivery Terms.
Software, licence keys and other digital Products are delivered when the Supplier makes them available for download or activation by the Reseller or the end customer. Software is licensed to the end customer under the End Customer Terms and not sold, and nothing in this agreement transfers ownership of any software or its intellectual property rights.
In this agreement, "Contract Year" means each period of 12 months starting on the date of this agreement or on an anniversary of it. The Reseller must order Products to at least the value of the Minimum Purchase Commitment in each Contract Year.
If the Reseller does not meet the Minimum Purchase Commitment in a Contract Year, the Supplier may, by written notice given within 60 days after the end of that Contract Year, either convert a sole or exclusive appointment into a non-exclusive one or terminate this agreement on at least 30 days' notice. These are the Supplier's only remedies for the shortfall.
The Reseller must use reasonable endeavours to promote and sell the Products in the Territory, and must maintain sufficient trained sales and technical personnel, premises and facilities to market, sell and support the Products effectively.
The Reseller must not make any representation, warranty or promise about the Products other than those in the Supplier's current product documentation or approved by the Supplier in writing, must not engage in any misleading or deceptive practice, and must conduct its business in a way that does not harm the reputation of the Products or the Supplier.
The Reseller must keep complete and accurate records of its sales of the Products, including the identity of end customers where needed to support warranty claims, recalls or licence compliance. Within 15 days after the end of each calendar quarter, it must give the Supplier a written sales report in the form the Supplier reasonably requires and, on reasonable request, a non-binding forecast of its expected orders for the following three months.
The Reseller is responsible, at its own cost, for obtaining and maintaining every licence, registration and permit it needs to import (where it imports), store, market and sell the Products in the Territory.
Neither party, nor any person acting for it, may give, offer, request or accept a bribe or other improper benefit in connection with this agreement, to or from a public official or a private person. Each party must comply with all applicable anti-corruption legislation, including the federal criminal law of the United Arab Emirates that applies in the DIFC, and must maintain written procedures, training and records that are proportionate to its business and sufficient to prevent bribery by those who act for it. A party must inform the other without delay of any suspected breach, and a breach of this clause entitles the other party to terminate this agreement immediately.
Each party must observe the sanctions, export control and import laws that govern the Products and its performance, including the United Nations Security Council sanctions as implemented in the United Arab Emirates and the local lists maintained by the authorities there. The Reseller must not sell, supply, export or re-export Products to a sanctioned person or place or for a prohibited end use, must keep records of its end customers for the period the law requires, and must secure every licence its own activities require. A party is not in breach of this agreement to the extent that it withholds performance because performing would contravene a sanctions law applicable to it, if it tells the other party promptly.
The Reseller must ensure that, before any end customer uses a Product for which the Supplier has made End Customer Terms available, the end customer has been given and has accepted those End Customer Terms in the manner the Supplier reasonably requires. For software, licence keys and other digital Products this applies however they are delivered, including by download, licence key or activation code, and acceptance must be obtained before the end customer first downloads, installs, activates or uses them, unless the Supplier's own download, installation or activation process obtains it. The Supplier may update the End Customer Terms by written notice, and an update applies to sales made after the notice takes effect. The Reseller must promptly notify the Supplier of any breach of the End Customer Terms that comes to its attention.
The Reseller contracts with end customers in its own name and is solely responsible for its terms of sale to them. Those terms must not purport to bind the Supplier, or give any end customer rights against the Supplier beyond those in the Supplier's own warranty and the End Customer Terms.
If the Reseller gives an end customer any warranty, commitment or remedy about the Products that is more extensive than the Supplier's own, it does so in its own name and at its own risk, and the Supplier has no liability for it.
The Supplier grants the Reseller a non-exclusive, non-transferable, royalty-free licence, for the term of this agreement and any Sell-Off Period, to use the Supplier Marks in the Territory solely to identify, advertise and resell the Products, in accordance with any brand guidelines the Supplier gives the Reseller in writing. The Reseller may not sub-license the Supplier Marks.
The Reseller must not alter, remove or obscure any Supplier Mark or other marking on the Products or their packaging; use any Supplier Mark as part of its company, trading or domain name or social media identifier without the Supplier's written consent; or register, or apply to register, any Supplier Mark or any mark, name or domain name confusingly similar to one, in any country. All use of the Supplier Marks by the Reseller, and the goodwill it generates, benefits the Supplier.
The Supplier must provide the Reseller, free of charge, with reasonable quantities of its standard marketing materials, product information and sales training for the Products. The Reseller may produce its own marketing materials for the Products, but must submit any material that uses a Supplier Mark to the Supplier for approval before first use. The Supplier must not unreasonably withhold or delay its approval.
The Supplier and its licensors own all intellectual property rights in the Products and the Supplier Marks. Except for the licence of the Supplier Marks and the rights to resell the Products granted in this agreement, nothing in this agreement grants the Reseller any right in them.
Each party must promptly notify the other of any actual or suspected infringement of the Supplier Marks or the Supplier's other intellectual property rights in the Territory, and of any claim that a Product infringes a third party's rights, that comes to its attention. The Supplier decides whether and how to act, at its own cost, and the Reseller must give reasonable assistance at the Supplier's expense.
The Supplier warrants to the Reseller that each Product will, on delivery and for the Warranty Period, conform in all material respects to its published specification and be free from material defects in design, materials and workmanship.
If a Product does not comply with that warranty and the Reseller notifies the Supplier within the Warranty Period, the Supplier must, at its option and cost, repair or replace the Product or refund or credit its price, and must reimburse the Reseller's reasonable costs of returning it. The Supplier must provide the same remedy, through the Reseller, for Products resold to end customers.
The Supplier is not liable for a failure to comply with that warranty to the extent it is caused by fair wear and tear, misuse, accident, failure to follow the Supplier's instructions, improper storage or handling by the Reseller or an end customer, or any modification or repair not made or authorised by the Supplier.
The Supplier is responsible for ensuring that the Products, as supplied, comply with the laws of the Territory that apply to their design, manufacture, composition, labelling and safety, and must give the Reseller the information it reasonably needs to market them lawfully. The Reseller is responsible for complying with the laws that apply to its own storage, marketing and resale of the Products.
If the Supplier or a competent authority decides that a Product must be recalled or withdrawn from the market, the Reseller must cooperate promptly, including by contacting affected end customers and following the Supplier's reasonable instructions. The Supplier must bear the reasonable direct costs of the recall, except to the extent that it results from the Reseller's breach of this agreement.
Except as expressly stated in this agreement, and to the fullest extent permitted by applicable law, all other warranties and conditions about the Products, whether express or implied by law, custom or otherwise, are excluded.
The Reseller must provide first-line support to its end customers, meaning receiving and logging enquiries, giving basic product information and resolving routine issues using the Supplier's documentation. The Supplier must provide second-line support to the Reseller, during its normal business hours, for issues the Reseller cannot reasonably resolve, and must use reasonable endeavours to resolve them promptly.
The Supplier must indemnify the Reseller against all losses, damages, costs (including reasonable legal fees) and liabilities arising from any third-party claim that the Products, or the Reseller's use of the Supplier Marks in accordance with this agreement, infringe that third party's intellectual property rights in the Territory. This indemnity does not apply to the extent the claim arises from a modification of a Product not made by or for the Supplier, the combination of a Product with items not supplied or specified by the Supplier, or the Reseller's breach of this agreement.
If a Product is, or in the Supplier's reasonable opinion is likely to become, the subject of an infringement claim, the Supplier may at its own cost obtain the right for the Product to continue to be sold and used, modify or replace it so that it no longer infringes without material loss of functionality, or, if neither is reasonably possible, withdraw it and refund the price paid for any affected units that the Reseller returns.
The Reseller must indemnify the Supplier against all losses, damages, costs (including reasonable legal fees) and liabilities arising from any third-party claim arising from a warranty, representation or commitment about the Products that the Reseller gives without the Supplier's authority, or from the Reseller's breach of the Compliance clause.
A party seeking to rely on an indemnity in this clause must promptly notify the other of the claim, allow the other to conduct the defence and settlement of the claim, give it reasonable assistance at its expense, and make no admission about the claim without its consent. The indemnifying party must not settle a claim in a way that imposes any liability or admission on the indemnified party without its consent, which must not be unreasonably withheld. The indemnified party must take reasonable steps to mitigate its loss.
Each party must keep confidential all non-public information about the other party's business, products, prices, customers and plans that it receives in connection with this agreement (Confidential Information), and use it only to perform this agreement. A party may disclose Confidential Information to its employees, professional advisers, insurers and subcontractors who need to know it and are bound by duties of confidentiality, or where disclosure is required by law, a court or a regulator. Confidential Information does not include information that the receiving party can show is or becomes public other than through its breach, was lawfully known to it without restriction, is independently developed, or is lawfully received from a third party without restriction. This clause continues for three years after this agreement ends, and for as long as any trade secret remains a trade secret.
Each party must comply with the DIFC Data Protection Law (DIFC Law No. 5 of 2020) and any other data protection law that binds it in respect of personal data it handles for the purposes of this agreement. When a party receives personal data about end customers or about the other party's staff, it receives it as a controller, and it may use it only to carry out this agreement, provide warranty and support, manage recalls, and satisfy legal duties. Each party must notify the DIFC Commissioner of Data Protection and the individuals concerned of a personal data breach where the Law requires, must respond to data subject requests that concern data it holds, and must not transfer personal data out of the DIFC unless the Law's conditions for transfers are met. Before either party processes personal data on behalf of the other, the parties must sign a written processing agreement that meets the Law.
Nothing in this agreement limits or excludes either party's liability for fraud, wilful misconduct or gross negligence, for death or personal injury caused by its negligence, or for any other liability that cannot be limited or excluded under applicable law.
Except for the liabilities described in the first paragraph of this Liability clause, neither party is liable to the other, whether in contract, tort, under statute or otherwise, for loss of profit, revenue, business, goodwill or anticipated savings, or for any indirect or consequential loss, and each party's total aggregate liability arising out of or in connection with this agreement is limited to the Liability Cap. These limits do not apply to the Reseller's obligation to pay for Products, or to either party's obligations under the Indemnities clause.
The parties agree that the remedies available to them for breach of this agreement are damages, the price of Products that were delivered, and, where the DIFC Courts or the tribunal think it appropriate, an order for specific performance or an injunction. No party may claim damages for a loss it could have avoided by acting reasonably after learning of the breach, or for loss that was not foreseeable when this agreement was signed. This clause does not enlarge the exclusions and the cap in the Liability clause.
This agreement starts on the date of this agreement and continues for the Initial Term. It then renews automatically for successive Renewal Periods unless either party gives the other written notice of non-renewal at least the Non-Renewal Notice Period before the end of the Initial Term or the current Renewal Period.
Either party may terminate this agreement immediately by written notice if the other party commits a material breach of this agreement that cannot be remedied, or that can be remedied but is not remedied within the Cure Period after written notice describing the breach and requiring it to be remedied.
Either party may end this agreement at once by written notice if the other party (i) has a liquidator, receiver, administrator or similar officer appointed, or a winding-up order or resolution is made, under the insolvency legislation in force in the DIFC or the equivalent law of its home jurisdiction; (ii) makes a general assignment for the benefit of, or enters a composition with, its creditors; (iii) is unable to pay its debts when they fall due; or (iv) ceases to operate its business, other than for a solvent restructuring. This clause gives a termination right only where the insolvency law that governs the party concerned allows one.
Either party may terminate this agreement without cause by giving the other written notice of at least the Convenience Notice Period.
When this agreement ends, the Reseller's appointment ends, the Reseller must stop holding itself out as an authorised reseller of the Products, and its licence to use the Supplier Marks ends, in each case except as the Sell-Off and Inventory clause allows. All unpaid invoices become due immediately, and each party must on request return or destroy the other's Confidential Information, subject to any legal duty to retain it.
Orders accepted before this agreement ends must be fulfilled and paid for on the terms of this agreement, unless the Supplier terminated this agreement for the Reseller's material breach or insolvency, in which case the Supplier may cancel any undelivered order by written notice.
The parties agree that the end of this agreement by expiry, non-renewal or termination in accordance with its terms creates no entitlement for either of them to be paid for goodwill, customer connections, investment or lost profit. Each party has priced its commitment on that footing. If a mandatory rule of a country where the Reseller trades nevertheless gives it a payment on termination, that rule applies only as far as it cannot be excluded.
The end of this agreement does not affect any rights and remedies that have accrued by then, or the continued force of any provision intended to survive it, including the provisions on payment, product warranty, indemnities, confidentiality, liability, notices and disputes.
During the Sell-Off Period, the Reseller may continue to sell, in the ordinary course of its business and on the terms of this agreement, any Products it holds in stock or has ordered when this agreement ends, and may use the Supplier Marks for that purpose only. This right does not apply if the Supplier terminated this agreement for the Reseller's material breach or insolvency.
After this agreement ends, the Supplier must continue to honour its warranty for Products sold by the Reseller, and the parties must cooperate reasonably to transfer any continuing support of end customers in an orderly way.
If an event that a party could not reasonably have prevented or foreseen, such as war, natural disaster, government action, a general strike or the failure of public utilities, stops or delays its performance, that party is relieved of the affected obligations (other than payment) for the period the event lasts, on condition that it promptly notifies the other, takes reasonable steps to continue, and resumes full performance when it can. Either party may terminate this agreement by notice if the event lasts for more than 90 consecutive days. Each party keeps any right that the DIFC Contract Law gives it that cannot be excluded.
Notices under this agreement must be in writing in English. They may be handed over, sent by international courier, or emailed, to [TO BE CONFIRMED — Supplier notice address and email] for the Supplier and [TO BE CONFIRMED — Reseller notice address and email] for the Reseller, or to the replacement address most recently notified. A hand or courier delivery is effective on delivery. An email is effective at the time it is sent, unless the sender receives an error message, and a notice sent after 5 pm or on a non-working day in the recipient's place is effective on the next working day. Service of a claim form or other court document in the DIFC Courts follows the Rules of the DIFC Courts.
Neither party may assign, transfer or subcontract any of its rights or obligations under this agreement without the other party's prior written consent, which must not be unreasonably withheld or delayed, except that either party may assign this agreement on written notice to a successor to all or substantially all of the business to which this agreement relates.
Nothing in this agreement creates a partnership, joint venture, franchise, employment or fiduciary relationship between the parties.
This agreement, with the documents it expressly incorporates, records the whole of the parties' arrangement on its subject matter and takes the place of everything said or written before it signs. Neither party relies on, or has any remedy in respect of, any promise or statement that is not included in it, apart from a remedy for fraud. The parties agree that the DIFC Contract Law is to be applied with regard to this clause when interpreting what was agreed.
Each party represents that it is lawfully established and holds the licences and registrations it needs to buy, sell, import or support the Products as this agreement requires, and that if it is established in the DIFC it is registered and licensed by the DIFC authorities for that purpose. Each party must keep those licences in force and must tell the other within 5 business days if one is suspended or withdrawn.
A variation of this agreement is effective only if it is in writing and signed by authorised representatives of both parties. A waiver is effective only if it is in writing and applies only to the circumstance for which it is given. If any provision of this agreement is invalid or unenforceable, the rest of this agreement remains in force. A person who is not a party to this agreement has no right to enforce any of its terms. This agreement may be signed in counterparts and by electronic signature.
This agreement is made in English, and the English text is the authoritative one. A party may, at its own expense, have the agreement translated into Arabic for submission to a court or authority outside the DIFC, and the translator must be one that the receiving authority accepts. The translation is for convenience, and if its meaning differs from the English text, the English text prevails between the parties.
The laws of the Dubai International Financial Centre, including the DIFC Contract Law (DIFC Law No. 6 of 2004), govern this agreement and any non-contractual obligation that arises from or relates to it. The parties submit every dispute about this agreement to the exclusive jurisdiction of the DIFC Courts, and each of them agrees that this submission is effective even if neither party is established or has assets in the DIFC. A party may still go to another court to enforce a DIFC Courts judgment or to preserve assets located there.
Before starting court proceedings or arbitration, a party that has a dispute must send the other a written notice describing it. Senior executives of each party who have authority to settle must then meet, in person or by video, within 15 days after the notice and try in good faith to resolve the matter. If they have not resolved it within 30 days after the notice, either party may start proceedings or an arbitration under this agreement. A party may skip this step where it needs urgent interim relief or where a limitation period is about to expire.
The parties acknowledge that a DIFC Courts judgment, or an award recognised by those courts, may be put into effect against the other party's assets in Dubai outside the DIFC, in other emirates and in other countries. Each party agrees to cooperate with that process and not to resist it on the ground that it chose the DIFC as forum. A party relying on a judgment or award abroad must pay for translating and legalising the documents the enforcing court demands, and may add those costs to its claim against the other party.