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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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A buy-sell reseller agreement under ADGM law with the ADGM Courts (or ADGM-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.
"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.
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 tax (VAT) and any other applicable taxes and duties, which the Reseller must pay in addition on receipt of a valid tax invoice.
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 carry interest at the Late Payment Rate from the due date until the date of payment, to the extent permitted by applicable law.
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.
Each party must comply with all anti-bribery and anti-corruption laws that apply to it, including those of the United Arab Emirates. Neither party may offer, give, request or accept any bribe or other improper payment or advantage in connection with this agreement, including to or from any public official. Each party must maintain adequate policies and procedures to prevent bribery by persons acting on its behalf, and must promptly notify the other of any request for an improper payment it receives in connection with this agreement.
Each party must comply with all sanctions, export control and import laws that apply to the Products and to its activities under this agreement, including the laws of the United Arab Emirates and the United Nations Security Council sanctions as implemented in the United Arab Emirates. The Reseller must not sell, export or re-export any Product to any person, country or territory, or for any end use, where that is prohibited by those laws, and must obtain any export or import licence needed for its own activities.
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 No. 5 of 2020 and all other data protection laws that apply to it in relation to personal data it processes in connection with this agreement. Each party acts as an independent controller of personal data about end customers and the other party's personnel that it receives under this agreement, and may use it only to perform this agreement, provide warranty and support services, manage recalls and comply with law. A party that shares personal data with the other must ensure that it has a lawful basis for doing so and has given the individuals any notice the law requires. If either party is to process personal data on the other's behalf, the parties must first agree written processing terms that meet the requirements of applicable 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.
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 terminate this agreement immediately by written notice if the other party becomes insolvent or unable to pay its debts as they fall due, makes any arrangement with its creditors, becomes subject to any bankruptcy, liquidation, administration or similar proceeding, or ceases or threatens to cease carrying on business, except as part of a solvent reorganisation, to the extent that the law permits termination on that ground.
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 is entitled to any compensation, indemnity or damages for loss of goodwill, clientele, investment or expected profits merely because this agreement expires or is terminated in accordance with its terms, except to the extent that applicable law requires otherwise.
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.
Neither party is liable for any delay or failure to perform its obligations, other than payment obligations, caused by an event beyond its reasonable control. The affected party must promptly notify the other, take reasonable steps to limit the effect of the event, and resume performance as soon as reasonably practicable. If the event prevents performance for more than 90 days, either party may terminate this agreement by written notice.
A notice under this agreement must be in writing and delivered by hand, by reputable courier or by email to the Supplier at [TO BE CONFIRMED — Supplier notice address and email] or to the Reseller at [TO BE CONFIRMED — Reseller notice address and email], or to any replacement address notified in accordance with this clause. A notice is received when delivered by hand or courier or, for email, when it is sent unless the sender receives a delivery failure message; a notice received outside normal business hours in the place of receipt is treated as received at the start of the next business day. This clause does not apply to the service of legal proceedings.
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 entire agreement between the parties about its subject matter and replaces all earlier discussions, arrangements and agreements about it. Each party acknowledges that in entering into this agreement it has not relied on any statement, representation or assurance that is not set out in it, but nothing in this agreement limits liability for fraud.
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 and any non-contractual obligations arising out of or in connection with it are governed by the laws of the Dubai International Financial Centre. The DIFC Courts have exclusive jurisdiction to settle any dispute arising out of or in connection with this agreement or its subject matter or formation.
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