The initial period during which the agreement will be valid before requiring renewal or termination. Typical terms range from 12-36 months.
Determines what happens when the initial term expires. Month-to-month allows for easier termination after the initial term.
General description of the products covered by this agreement. Specific product details can be referenced in an attached Exhibit.
The percentage discount from MSRP (Manufacturer's Suggested Retail Price). Typical wholesale discounts range from 30-60%.
The minimum dollar amount required for the first order. This helps ensure the reseller is serious about the relationship.
The minimum dollar amount required for subsequent orders. Often lower than the initial order minimum.
How many days in advance the Supplier must notify the Reseller of any price changes. Typically 30-90 days.
Determines whether the Reseller has exclusive rights to sell products in a specific geographic area or sales channel.
The maximum discount from MSRP that can be advertised. If MSRP is $100 and MAP discount is 20%, the lowest advertised price would be $80.
Determines whether the MAP policy applies to all advertising or only online advertising. Many policies focus only on online channels where price comparison is easiest.
Determines how violations are handled. A strike system gives warnings before termination, while immediate termination gives the supplier the right (but not obligation) to terminate after any violation.
How many days the Reseller has to correct a MAP violation after notification before it counts as a strike or triggers termination rights.
Specific situations where the MAP policy does not apply. Hold Ctrl/Cmd to select multiple options.
The timeframe and method for payment. "Prepaid" means payment is due before shipping. "Net 30" means payment is due within 30 days after delivery.
The maximum amount of credit extended to the Reseller at any given time. This only applies if payment terms are not prepaid.
The monthly interest rate charged on overdue payments. Typically 1-2% per month (12-24% annually).
The number of business days typically required to process and ship an order after it is received.
The policy for modifying or cancelling orders after they have been placed.
Determines who pays for shipping and when risk of loss transfers. Ex Works means the buyer arranges shipping and bears all risk.
Determines whether the Supplier will ship directly to the Reseller's customers. "With prior approval" means drop shipping is considered on a case-by-case basis.
The number of days the Reseller has to inspect products after delivery and report any defects or discrepancies.
Defines the conditions under which the Reseller can return products to the Supplier.
The number of days after delivery within which returns must be initiated.
The percentage of the purchase price charged as a fee for returned non-defective items. Set to 0 for no restocking fee.
Determines the level of quality control standards imposed on the Reseller's operations.
Determines the level of customer service standards imposed on the Reseller.
The number of months the Supplier's warranty covers the products. Set to 0 for no warranty.
Determines what is covered under the warranty. "Limited warranty" typically covers only manufacturing defects.
Determines the maximum amount the Supplier can be liable for in case of damages. "Purchase price" means liability is limited to the price of the specific products causing damages.
Determines whether the Supplier can be liable for indirect damages such as lost profits or business opportunities. "Excluded" means these types of damages cannot be claimed.
Determines the scope of events beyond reasonable control that excuse performance. "Expanded" includes modern risks like pandemics and cyber attacks.
Determines whether and how parties can terminate the agreement without cause.
The number of days a party has to fix a breach after receiving notice before the other party can terminate the agreement.
The number of days after termination during which the Reseller can continue to sell remaining inventory. Set to 0 to require immediate cessation of sales.
Determines who owns trademarks, copyrights, and other intellectual property related to the products.
How long confidential information must be protected after the agreement ends.
The method used to resolve disputes between the parties. Arbitration is often faster and more private than litigation.
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This document is a template and does not constitute legal advice. Consult with a qualified attorney to ensure this agreement meets your specific business needs and complies with applicable laws.