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A buy-sell reseller agreement under a governing law chosen by the parties, with courts or international 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.
International / Cross-Border
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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.
"Governing Law" means the law of [TO BE CONFIRMED — Governing law (country or state)].
"Agreed Courts" means the courts of [TO BE CONFIRMED — Courts that hear disputes (where disputes go to court)].
"Arbitration Rules" means [TO BE CONFIRMED — Arbitration rules (where disputes go to arbitration)].
"Seat" means [TO BE CONFIRMED — Seat (legal place) of 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 is not the Supplier's commercial agent, and has no authority to make any contract, representation or commitment on the Supplier's behalf or to accept orders in the Supplier's name. Neither party will register this agreement, or the Reseller as the Supplier's agent or distributor, with any public authority or register unless the law of the Territory requires it, in which case the parties will cooperate to make a registration that reflects the terms of this agreement.
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.
All amounts under this agreement are payable in the Currency. If the Reseller bills its own customers in another currency, it alone bears the exchange rate risk between that currency and the Currency. If the Reseller pays in a currency other than the Currency at the Supplier's request, the amount due is calculated at the Supplier's bank's published selling rate on the payment date, and a shortfall caused by exchange control or bank charges must be made up by the Reseller. Neither party may pay in kind or by setting off a claim from another contract.
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.
The Supplier may invoice Products on or after dispatch or, for Products delivered electronically, when they are made available. The Reseller must pay each invoice in the Currency within the Payment Period, in cleared funds to the account stated in the invoice. Prices are exclusive of value added, sales, goods and services and similar taxes, and of customs duties, which the Reseller must pay in addition. If the law requires the Reseller to withhold tax from a payment, it must increase the payment so that the Supplier receives the amount it would have received without the withholding, unless the Supplier can recover the tax withheld.
If the law requires the Reseller to deduct withholding tax from a payment, it may deduct only the amount the law requires, must pay it to the tax authority on time, and must give the Supplier an official receipt within 30 days. The parties will cooperate in good faith to claim any relief available under a double taxation treaty, and the Reseller must supply the forms the authority needs. Each party bears its own income and corporate taxes and any tax on its own profits.
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.
Overdue amounts bear interest at the Late Payment Rate from the day after the due date until the day of actual payment. The Supplier may charge it only to the extent the law of the place where the Reseller is established, and the Governing Law, permit interest on commercial debts at that rate. If either law caps the rate or requires a statutory minimum, the capped or minimum rate applies instead, and the Supplier's other remedies for non-payment are unaffected.
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.
If the Delivery Terms refer to an Incoterms rule, the rule in the latest edition published by the International Chamber of Commerce on the date of this agreement applies, and the Delivery Terms prevail over it where they differ. Unless the Delivery Terms say otherwise, the Reseller as importer of record must clear the Products through customs, pay import duties, taxes and charges, and hold the import permits and certificates of conformity the Territory requires, and the Supplier must supply commercial invoices, certificates of origin and any other export documents the Reseller reasonably asks for.
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.
Each party must observe the anti-corruption laws that apply to it or to its performance of this agreement, including the laws of the country where it is established, of the Territory and of any country whose laws reach its conduct outside its borders. No money, gift, hospitality or other advantage may be offered or provided to any official, employee or intermediary in order to win business or to obtain an improper advantage under this agreement. Each party must keep books that record its payments accurately, may use an agent or sub-reseller only if that person has accepted equivalent obligations in writing, and must tell the other promptly of a request for an improper payment. Breach of this clause is a material breach that cannot be remedied.
Each party must comply with the export control, import and economic sanctions laws that bind it, including those of the Supplier's country, the Territory, and any country whose jurisdiction attaches to the Products or their technology. The Reseller must check its end customers and ship-to parties against the restricted-party lists published by the competent authorities, must not resell or transfer a Product to a restricted person, a comprehensively sanctioned territory or a prohibited use, and must itself obtain the licences its activities need. A party may stop performing, without liability, to the extent that continuing would put it in breach of such a law, and must tell the other promptly and give reasons.
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 data protection and privacy laws of every country that apply to its handling of personal data under this agreement, including the laws of its own place of establishment and of the place where the individuals concerned are located. Each party decides for itself why and how it uses personal data about end customers and about the other party's people, and may use that data for the purposes of this agreement, for warranty, support and recalls, and for legal compliance. Where personal data is sent from one country to another, the sending party must ensure that the transfer is lawful, using an adequacy decision, standard contractual clauses approved by the relevant authority, or another mechanism the law accepts, and the receiving party must sign any transfer terms needed. Each party must tell the other without undue delay of a security incident affecting data it has shared. If one party is to process personal data for the other, the parties must first agree written processing terms.
Neither party excludes or limits its liability for fraud or wilful misconduct, for death or personal injury caused by its negligence, for gross negligence where the law does not allow that to be limited, or for any other liability that cannot lawfully be excluded or limited under the Governing Law or under mandatory law in the place where the claim is brought.
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.
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.
If the other party is insolvent, or is the subject of bankruptcy, winding-up, administration, receivership, reorganisation or other collective proceedings in any country, or has made a composition with its creditors, or stops trading, a party may end this agreement by notice taking effect when it is received. The right is exercisable only if the insolvency law that governs the other party's proceedings, and the Governing Law, allow a supply contract to be ended for that reason, and it does not defeat any right of set-off, retention of title or security that the party exercising it already holds.
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.
Neither party may claim compensation, an indemnity or damages merely because this agreement expires, is not renewed or is terminated as its terms allow, whether for goodwill, customer base, investment or lost future profit. The parties have set their prices and commitments with that in mind. If dealer, distributor or agency legislation in the Territory gives the Reseller a payment on termination that the parties cannot lawfully exclude, the Reseller may claim only what that legislation requires, and the Supplier may deduct from it amounts the Reseller owes under this agreement.
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.
An event that neither party could reasonably control or avoid, including natural disaster, epidemic, war, terrorism, embargo, government order, port or border closure, and failure of public networks, excuses a party from the performance it prevents, other than from paying money due, for as long as the event lasts. The party affected must notify the other at once with details of the event and the expected duration, must keep the delay to a minimum, and must carry out the affected obligations as soon as it can. If the event goes on for more than 90 days, either party may terminate this agreement by notice.
Notices under this agreement are to be sent in English to the Supplier at [TO BE CONFIRMED — Supplier notice address and email] and to the Reseller at [TO BE CONFIRMED — Reseller notice address and email], by hand, by internationally recognised courier or by email, or to the replacement address that a party has notified. A notice delivered by hand or courier is received on delivery. An email is received on the next business day at the destination after it is sent, unless the sender gets a failure message. Business days are determined by the law of the country where the recipient has its notice address. The service of legal proceedings is governed by the rules of the court or tribunal and not by this clause.
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 is the complete statement of the parties' arrangement on its subject matter and supersedes all earlier negotiations, proposals and agreements about it. A party has not relied on a statement or assurance that is outside this agreement. Liability for fraud is not excluded. Trade usages, courses of dealing and the terms printed on either party's forms do not add to or alter this agreement.
This agreement is made in English, and the English text controls in all circumstances. Any translation is for information only. Notices, orders, invoices, warranty claims and reports between the parties must be in English unless the parties agree another language in writing for a particular document.
Changes to this agreement must be in writing and signed for both parties. A waiver is only effective if written and signed, and covers only the case for which it is given; a delay in exercising a right is not a waiver of it. If a provision is invalid or unenforceable in a country, it is replaced there by a valid provision that comes closest to its commercial purpose, and the remainder is unaffected. No one other than the parties and their permitted assignees has a right to enforce this agreement, unless the Governing Law gives third parties a right that cannot be excluded. The parties may sign separate counterparts and use electronic signatures that the law of the place of signing recognises.
The United Nations Convention on Contracts for the International Sale of Goods does not apply to this agreement or to any order under it.
The Governing Law decides every question about the formation, meaning, performance and ending of this agreement, and every non-contractual claim linked to it. The Agreed Courts alone may hear a dispute between the parties arising from this agreement, and each party submits to them and waives any objection that they are an inconvenient forum. That submission does not prevent a party from asking a court in any country for interim measures to protect its position, or from enforcing a judgment of the Agreed Courts wherever the other party has assets.
Each party agrees that this agreement is a commercial transaction, and that if it, or any of its assets, has or later claims immunity from suit, enforcement or other legal process in any country, it waives that immunity to the extent the law allows. A party established outside the country of the Agreed Courts or the Seat must appoint, and keep in place for the life of this agreement, an agent in that country to receive documents in any proceedings, and must tell the other party of the agent's name and address.
If a rule of law of a country in the Territory applies to this agreement despite the Governing Law, because it protects distributors, resellers or agents, or because it limits exclusivity, minimum purchase or termination terms, the parties will give effect to that rule to the extent it cannot be excluded, and will otherwise apply this agreement as written. A party that relies on such a rule must tell the other in writing, and the parties will then meet within 15 days to decide whether any term must be adjusted to keep the arrangement lawful.