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Private Label Distribution Agreement Template for Austria

A comprehensive legal agreement governed by Austrian law that establishes the terms and conditions under which a manufacturer will produce products bearing the distributor's private label or trademark. The agreement covers essential aspects including manufacturing specifications, quality standards, intellectual property rights, ordering procedures, and regulatory compliance requirements. It incorporates specific provisions required under Austrian commercial law (UGB) and addresses EU regulatory requirements, particularly for product liability and consumer protection. The document provides a framework for the ongoing business relationship while protecting both parties' interests in the private label arrangement.

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What is a Private Label Distribution Agreement?

The Private Label Distribution Agreement is essential for businesses engaging in private label manufacturing and distribution arrangements under Austrian law. This document is typically used when a distributor wants to sell products under its own brand name or trademark, while having these products manufactured by a third party. The agreement addresses crucial aspects such as product specifications, quality control, intellectual property rights, minimum purchase commitments, and regulatory compliance. It's particularly important in the Austrian and EU context, where specific legal requirements exist regarding product liability, consumer protection, and competition law. The document should be customized based on the specific industry, product type, and distribution arrangement while ensuring compliance with Austrian commercial law (UGB) and relevant EU regulations.

What sections should be included in a Private Label Distribution Agreement?

1. Parties: Identification of the manufacturer/supplier and the distributor, including full legal names and addresses

2. Background: Context of the agreement, including the manufacturer's business, distributor's business, and intention to enter into a private label arrangement

3. Definitions: Definitions of key terms used throughout the agreement

4. Appointment and Territory: Scope of distributor's appointment, territorial limitations, and any exclusivity provisions

5. Private Label Rights: Rights granted for use of private labels, trademark usage, and ownership of intellectual property

6. Product Specifications: Details of products covered, quality standards, and manufacturing requirements

7. Ordering and Delivery: Process for placing orders, delivery terms, and logistics arrangements

8. Prices and Payment: Pricing structure, payment terms, and any price adjustment mechanisms

9. Quality Control: Quality assurance procedures, testing requirements, and acceptance criteria

10. Compliance and Regulations: Obligations regarding regulatory compliance, permits, and certifications

11. Term and Termination: Duration of the agreement and circumstances for termination

12. Confidentiality: Protection of confidential information and trade secrets

13. Warranties and Indemnities: Product warranties, representations, and indemnification obligations

14. General Provisions: Standard boilerplate clauses including governing law, notices, and entire agreement

What sections are optional to include in a Private Label Distribution Agreement?

1. Minimum Purchase Requirements: Required when parties want to establish minimum order quantities or purchase commitments

2. Marketing and Promotion: Optional section for specific marketing obligations and cost-sharing arrangements

3. Non-Compete: Used when parties want to restrict involvement with competing products or businesses

4. Product Development: Required when parties collaborate on new product development or modifications

5. Sales Targets: Optional performance metrics and consequences for not meeting targets

6. Training and Support: Included when manufacturer provides specific training or technical support

7. Insurance Requirements: Detailed insurance obligations beyond standard liability coverage

8. Data Protection: Detailed GDPR compliance measures when personal data processing is involved

What schedules should be included in a Private Label Distribution Agreement?

1. Product List: Detailed list of all products covered by the agreement, including specifications and prices

2. Private Label Specifications: Design specifications, artwork, and guidelines for private label usage

3. Quality Standards: Detailed quality control procedures, testing protocols, and acceptance criteria

4. Territory Definition: Detailed description of geographical territories and any excluded areas

5. Service Level Agreement: Specific performance metrics, response times, and service standards

6. Price List: Detailed pricing structure, including any volume discounts or special pricing arrangements

7. Compliance Checklist: List of required permits, certifications, and regulatory requirements

8. Approved Sub-contractors: List of approved third-party manufacturers or service providers if applicable

Authors

Alex Denne

Head of Growth (Open Source Law) @ Ƶ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents

Jurisdiction

Austria

Publisher

Ƶ

Cost

Free to use

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