Distribution Agreement - New York

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JURISDICTION: New York
LAST UPDATED: 2026-03-18
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DISTRIBUTION AGREEMENT

(STATE OF NEW YORK)

THIS DISTRIBUTION AGREEMENT (this "Agreement") is entered into as of [__/__/____] (the "Effective Date") by and between:

SUPPLIER:

DISTRIBUTOR:

(Supplier and Distributor are each a "Party" and collectively the "Parties.")

TABLE OF CONTENTS

1. Appointment and Territory
2. Products
3. Pricing, Discounts, and Payment Terms
4. Orders, Acceptance, and Delivery
5. Minimum Purchase and Performance Requirements
6. Inventory Management and Returns
7. Marketing, Advertising, and Channel Conduct
8. Intellectual Property and Branding
9. Compliance and Regulatory
10. Warranties
11. Indemnification
12. Limitation of Liability
13. Term and Renewal
14. Termination
15. Effects of Termination
16. Confidentiality
17. Insurance
18. Non-Competition and Non-Solicitation
19. Dispute Resolution and Governing Law
20. Miscellaneous Provisions
21. Execution and Signatures
22. Schedules

1. APPOINTMENT AND TERRITORY

1.1 Appointment. Supplier hereby appoints Distributor, and Distributor accepts appointment, as a:

☐ Non-Exclusive Distributor
☐ Exclusive Distributor
☐ Sole Distributor (Supplier may sell directly but will not appoint other distributors)

for the Products listed in Schedule 1, within the Territory defined in Section 1.2.

1.2 Territory. The territory shall be: [________________________________] (the "Territory").

1.3 Authorized Channels. Distributor is authorized to sell through the following channels:

☐ Retail ☐ E-commerce/Online ☐ Wholesale ☐ Systems Integrators ☐ Government ☐ Other: [________________________________]

1.4 Restrictions. Distributor shall not sell or distribute Products:

(a) Outside the Territory without Supplier's prior written consent;
(b) Through unauthorized channels;
(c) To any customer on Supplier's restricted customer list (if any); or
(d) To any party known or suspected to be on any U.S. government sanctions list.

1.5 Reservation of Rights. Supplier reserves the right to:

☐ Sell directly within the Territory (non-exclusive appointments)
☐ Appoint additional distributors within the Territory (non-exclusive)
☐ Sell to house accounts listed in Schedule 5
☐ Modify the Territory upon [____] days' written notice

2. PRODUCTS

2.1 Covered Products. The products covered by this Agreement are listed in Schedule 1 (the "Products").

2.2 Product Changes. Supplier may:

(a) Add products to Schedule 1 upon [____] days' written notice;
(b) Discontinue products upon [____] days' written notice;
(c) Modify product specifications, provided that such modifications do not materially diminish product quality.

2.3 New Products. Distributor shall have:

☐ Right of first refusal for new products in the Territory
☐ No automatic right to distribute new products
☐ Other: [________________________________]

3. PRICING, DISCOUNTS, AND PAYMENT TERMS

3.1 Pricing. Supplier shall sell Products to Distributor at the prices set forth in Schedule 2 (the "Price List").

3.2 Price Changes. Supplier may modify prices upon [____] days' written notice. Price changes shall not apply to orders already accepted by Supplier.

3.3 Distributor Margin. Distributor's margin shall be as set forth in Schedule 2, currently [____]% of the suggested retail price.

3.4 Minimum Advertised Price (MAP). ☐ MAP policy applies:

Distributor shall not advertise Products below the prices set forth in the MAP Policy (Schedule 2A), to the extent permitted by applicable law.

☐ No MAP policy applies.

3.5 Payment Terms. Distributor shall pay invoices within [____] days of the invoice date. Payment terms:

☐ Net [____] days
☐ [____]% discount if paid within [____] days; net [____] days
☐ Letter of credit required
☐ Prepayment required for initial orders
☐ Other: [________________________________]

3.6 Late Payment Interest. Late payments shall accrue interest at [____]% per annum, or the maximum rate permitted by New York law, whichever is less.

3.7 Robinson-Patman Compliance. Supplier represents that the pricing offered to Distributor does not violate the Robinson-Patman Act (15 U.S.C. § 13), which prohibits price discrimination among competing purchasers of commodities of like grade and quality where the effect may substantially lessen competition.

4. ORDERS, ACCEPTANCE, AND DELIVERY

4.1 Purchase Orders. Distributor shall submit purchase orders via [________________________________] (e.g., Supplier's online portal, email, EDI). Each order shall specify product SKU, quantity, delivery date, and delivery address.

4.2 Acceptance. Supplier shall accept or reject orders within [____] business days. Orders not rejected within that period shall be deemed accepted. Supplier may reject orders for:

(a) Credit concerns (pursuant to N.Y. U.C.C. § 2-702 regarding seller's remedies on discovery of buyer insolvency);
(b) Insufficient inventory;
(c) Non-compliance with minimum order requirements; or
(d) Reasonable commercial grounds.

4.3 Delivery Terms. Delivery shall be made:

☐ FOB Shipping Point (risk passes to Distributor upon delivery to carrier)
☐ FOB Destination (risk passes to Distributor upon delivery at destination)
☐ Incoterms [____] (specify: FCA, CIF, DDP, etc.)

4.4 Lead Times. Standard lead time is [____] business days from order acceptance.

4.5 Inspection and Acceptance. Distributor shall inspect Products within [____] business days of receipt. Distributor must notify Supplier of any defects or non-conformities within that period. Failure to notify constitutes acceptance under N.Y. U.C.C. § 2-606.

4.6 Title. Title to Products shall pass to Distributor upon [________________________________] (e.g., delivery to carrier, delivery at destination, payment in full).

5. MINIMUM PURCHASE AND PERFORMANCE REQUIREMENTS

5.1 Minimum Purchase. Distributor shall purchase a minimum of:

5.2 Performance Metrics. Distributor shall meet the following performance targets:

5.3 Consequences of Non-Performance. If Distributor fails to meet minimum purchase requirements or performance targets:

(a) Supplier shall provide written notice specifying the deficiency;
(b) Distributor shall have [____] days to submit a remediation plan;
(c) If deficiency continues for [____] consecutive quarters, Supplier may:
☐ Convert exclusive appointment to non-exclusive
☐ Reduce the Territory
☐ Terminate this Agreement pursuant to Section 14

6. INVENTORY MANAGEMENT AND RETURNS

6.1 Inventory Requirements. Distributor shall maintain inventory levels sufficient to meet anticipated demand, as set forth in Schedule 6 (if applicable).

6.2 Stock Rotation. Distributor may return up to [____]% of the prior quarter's purchases for credit, subject to:

(a) Products must be in original, unopened, resalable condition;
(b) Distributor must obtain an RMA (Return Merchandise Authorization) from Supplier;
(c) Restocking fee of [____]% applies; and
(d) Shipping costs for returns are borne by Distributor.

6.3 Defective Products (DOA). Defective products discovered upon inspection (dead on arrival) may be returned within [____] days at Supplier's expense.

6.4 Obsolete/Slow-Moving Inventory. For products discontinued by Supplier, Distributor shall have [____] days to return unsold inventory at the original purchase price, less any applicable restocking fee.

6.5 Inventory Reporting. Distributor shall provide inventory reports to Supplier on a [☐ weekly ☐ monthly ☐ quarterly] basis.

7. MARKETING, ADVERTISING, AND CHANNEL CONDUCT

7.1 Marketing Plan. Distributor shall use commercially reasonable efforts to promote and market the Products within the Territory, consistent with Supplier's brand guidelines.

7.2 Marketing Development Funds (MDF). ☐ MDF terms apply (see Schedule 3):

Supplier shall make available $[________________________________] per [☐ quarter ☐ year] for approved marketing activities. MDF shall be disbursed in accordance with Schedule 3.

☐ No MDF program applies.

7.3 Co-Op Advertising. ☐ Co-op advertising terms apply:

Supplier shall reimburse Distributor for [____]% of approved advertising expenditures, up to $[________________________________] per [☐ quarter ☐ year].

☐ No co-op advertising.

7.4 Prohibited Activities. Distributor shall not:

(a) Make unauthorized claims about the Products;
(b) Bundle Products with competing products without Supplier's consent;
(c) Engage in deceptive marketing practices prohibited by N.Y. Gen. Bus. Law § 349 (deceptive acts and practices) or § 350 (false advertising);
(d) Rebrand, relabel, or repackage Products without consent; or
(e) Sell below MAP prices (if MAP policy applies).

8. INTELLECTUAL PROPERTY AND BRANDING

8.1 License. Supplier grants Distributor a non-exclusive, non-transferable, revocable license to use Supplier's trademarks, trade names, logos, and other intellectual property solely for the purpose of marketing and distributing the Products in the Territory during the Term.

8.2 Restrictions. Distributor shall not:

(a) Modify, alter, or create derivative works based on Supplier's IP;
(b) Remove, obscure, or alter any trademark, serial number, or label;
(c) Reverse engineer, disassemble, or decompile any Product;
(d) Register or attempt to register any of Supplier's marks or confusingly similar marks; or
(e) Use Supplier's IP after termination of this Agreement.

8.3 Ownership. All intellectual property rights in the Products and associated marks remain Supplier's sole property.

9. COMPLIANCE AND REGULATORY

9.1 General Compliance. Each Party shall comply with all applicable federal, state, and local laws, including:

(a) Antitrust and competition laws (Sherman Act, 15 U.S.C. § 1; Robinson-Patman Act, 15 U.S.C. § 13; N.Y. Gen. Bus. Law § 340 (Donnelly Act));
(b) Export control and sanctions laws;
(c) Anti-corruption laws (FCPA, 15 U.S.C. § 78dd-1 et seq.);
(d) Data privacy and security laws; and
(e) Product safety and labeling requirements.

9.2 Export Controls. Distributor shall not export or re-export any Products to sanctioned countries, entities, or individuals.

9.3 Anti-Corruption. Neither Party shall make or offer any bribe, facilitation payment, or other corrupt payment in connection with this Agreement.

9.4 Records and Audit. Distributor shall maintain accurate records. Supplier may audit Distributor's records upon [____] days' notice, no more than [____] time(s) per year.

10. WARRANTIES

10.1 Supplier's Product Warranty. Supplier warrants that Products, at the time of delivery, shall conform to the specifications in Schedule 1 and shall be free from material defects in materials and workmanship for a period of [____] months from delivery (the "Warranty Period"). The specific warranty terms are set forth in Schedule 4.

10.2 Pass-Through Warranty. Distributor shall pass through Supplier's warranty to end customers without modification and shall not make additional warranty representations.

10.3 Warranty Disclaimer. EXCEPT FOR THE EXPRESS WARRANTIES IN SECTION 10.1 AND SCHEDULE 4, SUPPLIER MAKES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY (N.Y. U.C.C. § 2-314) AND FITNESS FOR A PARTICULAR PURPOSE (N.Y. U.C.C. § 2-315), TO THE EXTENT PERMITTED BY N.Y. U.C.C. § 2-316.

10.4 First-Line Support. ☐ Distributor shall provide first-line customer support for warranty claims. ☐ Supplier handles all warranty claims directly.

11. INDEMNIFICATION

11.1 Supplier Indemnification. Supplier shall indemnify, defend, and hold harmless Distributor from Claims arising from:

(a) Product defects existing at the time of delivery;
(b) Infringement of any third-party intellectual property rights by the Products;
(c) Supplier's breach of this Agreement; and
(d) Supplier's negligence or willful misconduct.

11.2 Distributor Indemnification. Distributor shall indemnify, defend, and hold harmless Supplier from Claims arising from:

(a) Distributor's unauthorized claims, representations, or warranties regarding the Products;
(b) Distributor's misuse of Supplier's trademarks or IP;
(c) Sales outside the Territory or to unauthorized customers;
(d) Distributor's breach of this Agreement; and
(e) Distributor's negligence or willful misconduct.

11.3 Procedure. The indemnified Party shall: (a) promptly notify the indemnifying Party; (b) allow the indemnifying Party to control the defense; and (c) cooperate in the defense at the indemnifying Party's expense.

12. LIMITATION OF LIABILITY

12.1 Cap. EXCEPT FOR INDEMNIFICATION OBLIGATIONS, IP INFRINGEMENT, CONFIDENTIALITY BREACHES, AND WILLFUL MISCONDUCT, NEITHER PARTY'S TOTAL LIABILITY UNDER THIS AGREEMENT SHALL EXCEED THE FEES PAID OR PAYABLE BY DISTRIBUTOR TO SUPPLIER IN THE [____] MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

12.2 Consequential Damages. EXCEPT FOR INDEMNIFICATION OBLIGATIONS, IP INFRINGEMENT, CONFIDENTIALITY BREACHES, AND WILLFUL MISCONDUCT, NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, REGARDLESS OF THE THEORY OF LIABILITY.

13. TERM AND RENEWAL

13.1 Initial Term. This Agreement commences on the Effective Date and continues for [____] years (the "Initial Term").

13.2 Renewal. ☐ Automatic renewal for successive [____]-year periods unless either Party provides [____] days' written notice of non-renewal.
☐ Renewal by mutual written agreement only.

14. TERMINATION

14.1 Termination for Cause. Either Party may terminate upon:

(a) Material breach by the other Party not cured within [____] days of written notice;
(b) Insolvency, bankruptcy filing, or assignment for benefit of creditors by the other Party;
(c) Material violation of export controls, sanctions, or anti-corruption laws; or
(d) Failure to meet minimum purchase requirements for [____] consecutive quarters (after notice and cure opportunity).

14.2 Termination for Convenience. ☐ Either Party may terminate without cause upon [____] days' written notice. ☐ Termination for convenience is NOT permitted.

14.3 Reasonable Notification. Pursuant to N.Y. U.C.C. § 2-309(3), a contract for indefinite duration may be terminated by either party upon reasonable notification, and an agreement dispensing with notification is invalid if its operation would be unconscionable.

15. EFFECTS OF TERMINATION

15.1 Cessation of Sales. Upon termination, Distributor shall immediately cease holding itself out as Supplier's authorized distributor, except during any sell-off period.

15.2 Sell-Off Period. ☐ Distributor may sell existing inventory for [____] days after termination. ☐ No sell-off period; all inventory to be returned or purchased by Supplier.

15.3 Return of Materials. Distributor shall:

(a) Return or destroy all Confidential Information within [____] days;
(b) Cease all use of Supplier's trademarks and IP;
(c) Remove all signage, advertising, and online references to the distribution relationship; and
(d) Return all marketing materials, samples, and demo units.

15.4 Outstanding Accounts. All outstanding invoices become immediately due and payable. Supplier shall pay any outstanding credits or rebates owed to Distributor.

15.5 Accrued Rights. Termination shall not affect accrued rights, including indemnification obligations and confidentiality provisions.

16. CONFIDENTIALITY

16.1 Definition. "Confidential Information" includes pricing, customer lists, business strategies, product plans, financial data, and any information designated as confidential.

16.2 Obligations. Each Party shall: (a) protect Confidential Information with at least the same care as its own; (b) not disclose to third parties without consent; and (c) use only for purposes of this Agreement.

16.3 Duration. Confidentiality obligations survive termination for [____] years.

16.4 Exceptions. Confidential Information does not include information that is publicly available, independently developed, lawfully received from a third party, or required to be disclosed by law.

17. INSURANCE

17.1 Required Coverage. Distributor shall maintain:

17.2 Evidence. Distributor shall provide certificates of insurance upon request, naming Supplier as additional insured.

18. NON-COMPETITION AND NON-SOLICITATION

☐ This Section applies. ☐ This Section does NOT apply.

18.1 Non-Competition. During the Term and for [____] months after termination, Distributor shall not distribute, sell, or market products that directly compete with the Products within the Territory.

18.2 Non-Solicitation. During the Term and for [____] months after termination, neither Party shall solicit the other's employees.

19. DISPUTE RESOLUTION AND GOVERNING LAW

19.1 Governing Law. This Agreement is governed by the laws of the State of New York, including New York's enactment of UCC Article 2, without giving effect to choice-of-law principles.

19.2 Escalation. Disputes shall first be escalated to senior management of each Party for resolution within [____] days.

19.3 Dispute Resolution. If not resolved through escalation:

☐ Litigation: Exclusive jurisdiction in the courts of the State of New York, [________________________________] County, or the U.S. District Court for the [☐ Southern ☐ Eastern ☐ Northern ☐ Western] District of New York.

☐ Arbitration: Binding arbitration under the rules of [☐ JAMS ☐ AAA ☐ Other: ____] in [________________________________], New York, pursuant to N.Y. CPLR § 7501 et seq.

19.4 Jury Waiver. TO THE FULLEST EXTENT PERMITTED BY NEW YORK LAW, EACH PARTY WAIVES ANY RIGHT TO TRIAL BY JURY.

Supplier Initials: [____] Distributor Initials: [____]

20. MISCELLANEOUS PROVISIONS

20.1 Entire Agreement. Supersedes all prior agreements. In the event of conflict between this Agreement and any purchase order, this Agreement controls.

20.2 Amendments. Written instrument signed by both Parties.

20.3 Severability. Invalid provisions modified to minimum extent necessary.

20.4 Waiver. Failure to enforce does not waive future enforcement.

20.5 Assignment. No assignment without consent, except to successors.

20.6 Notices. Written, deemed delivered upon personal delivery, overnight courier, three (3) business days after certified mail, or confirmed email.

20.7 Force Majeure. Neither Party is liable for failure to perform due to events beyond reasonable control (natural disasters, war, government action, pandemic, supply chain disruption).

20.8 Independent Contractors. The Parties are independent contractors. Nothing creates an agency, partnership, or joint venture.

20.9 Order of Precedence. In case of conflict: (1) this Agreement; (2) Schedules; (3) purchase orders.

20.10 Counterparts and Electronic Signatures. Valid per N.Y. Electronic Signatures and Records Act (ESRA) (N.Y. State Tech. Law § 301 et seq.) and the E-SIGN Act (15 U.S.C. § 7001 et seq.).

21. EXECUTION AND SIGNATURES

SUPPLIER:

Signature: [________________________________]

Printed Name: [________________________________]

Title: [________________________________]

Date: [__/__/____]

DISTRIBUTOR:

Signature: [________________________________]

Printed Name: [________________________________]

Title: [________________________________]

Date: [__/__/____]

22. SCHEDULES

Schedule 1: Products

Schedule 2: Prices and Discounts

Schedule 3: Marketing Development Fund (MDF) / Co-Op Terms

[________________________________]

Schedule 4: Warranty Terms and IP Indemnity Summary

[________________________________]

Schedule 5: Territory / Channel Map / House Accounts

[________________________________]

Schedule 6: Inventory Requirements

[________________________________]

SOURCES AND REFERENCES

• N.Y. U.C.C. Article 2 — Sales (including §§ 2-102, 2-201, 2-302, 2-309, 2-314, 2-315, 2-316, 2-606, 2-702, 2-703, 2-711)
• N.Y. Gen. Oblig. Law § 5-501 — Usury
• N.Y. Gen. Oblig. Law § 5-701 — Statute of frauds
• N.Y. Gen. Oblig. Law § 15-108 — Release of joint tortfeasors
• N.Y. Gen. Bus. Law Article 33 — Franchise Sales Act (§§ 680-695)
• N.Y. Gen. Bus. Law § 340 — Donnelly Act (antitrust)
• N.Y. Gen. Bus. Law § 349 — Deceptive acts and practices
• N.Y. Gen. Bus. Law § 350 — False advertising
• N.Y. CPLR § 7501 et seq. — Arbitration
• N.Y. State Tech. Law § 301 et seq. — Electronic Signatures and Records Act (ESRA)
• 15 U.S.C. § 1 — Sherman Antitrust Act
• 15 U.S.C. § 13 — Robinson-Patman Act
• 15 U.S.C. § 78dd-1 et seq. — Foreign Corrupt Practices Act
• 15 U.S.C. § 7001 et seq. — E-SIGN Act