Distribution agreement
This agreement is made on 15 December 2027 between:
- Alder Foods Ltd, of 12 Mill Lane, Manchester, M1 2AB, United Kingdom (the "Supplier"); and
- Nordic Fine Foods AB, of Storgatan 4, 111 29 Stockholm, Sweden (the "Distributor").
1. Definitions
In this agreement:
- "Products" means the following, and any changes the Supplier makes to them: The Alder range of olive oils and sauces listed in Schedule A, and any new products the supplier adds to it.
- "Territory" means Sweden, Norway and Denmark;
- "Start Date" means 1 January 2028;
- "Trade Marks" means the names, logos, brands and other marks of the Supplier or of the Products, whether registered or not;
- "Intellectual Property" means copyright, trade marks, designs, patents, know-how and similar rights anywhere in the world;
- "Contract Year" means each period of 12 months starting on the Start Date or on an anniversary of it; and
- "Order" means an order for Products placed under section 5.
2. Appointment
2.1 The Supplier appoints the Distributor, from the Start Date and for the length of this agreement, to buy the Products from the Supplier and to resell them to customers in the Territory.
2.2 Exclusive?
2.3 The Supplier keeps the right to deal directly with the following customers and channels, and the Distributor will not actively seek them: International airlines, cruise lines and the supplier's existing contract with the Nordic Grocers Cooperative
2.4 The Distributor buys and resells the Products as a principal, in its own name and at its own risk, and sets its own resale prices. The Supplier may give recommended prices, but the Distributor is free to choose its resale prices, and nothing in this agreement restricts it.
2.5 The Distributor is an independent business. It is not an agent, partner, franchisee or employee of the Supplier, and cannot bind the Supplier, make any promise on its behalf, or take on any duty in its name.
2.6 Except as stated in this agreement, the Distributor will not sell the Products outside the Territory, or actively seek customers outside it, and will not sell to anyone it knows or has reason to believe will resell them outside the Territory, to the extent the law allows. Passive sales, which are sales that follow an unsolicited request from a customer, are not restricted where the law protects them.
3. Prices and payment
3.1 The Distributor buys the Products at the following prices and on the following payment terms:
The distributor buys at the supplier's price list less 25 percent. Invoices are paid within 30 days in SEK. The supplier gives 60 days' notice of price changes.
3.2 Prices are those of the price list in force on the date of the Order, unless this agreement says otherwise. A change in the price list does not apply to Orders already accepted.
3.3 Prices do not include value added tax, sales tax, customs duties or other taxes, which the Distributor pays where the law makes it responsible for them, and which the Supplier shows separately on its invoices.
3.4 The Distributor will pay without set-off or deduction, except as the law requires. If the Distributor does not pay on time, the Supplier may, after 7 days' notice, stop or delay further deliveries until it is paid, and may charge interest on the late amount as the law allows.
3.5 Each side pays its own costs of performing this agreement, and the Distributor bears the costs of its own business, premises, staff, and sales.
4. Minimum purchases
4.1 The Distributor will use its best efforts to promote and sell the Products in the Territory, and to buy the amounts the targets below require.
The targets for the Distributor's purchases are: Minimum purchases of SEK 1,500,000 in the first year and SEK 2,000,000 in the second year.
4.2 If the Distributor misses a target in a Contract Year for a reason the Supplier is not responsible for, the Supplier may give 30 days' written notice to put it right. If the Distributor still has not done so, the Supplier may end any exclusivity, or end this agreement by written notice.
4.3 A target is reduced by any shortfall caused by the Supplier's failure to supply, or by an event under section 16.