[{"data":1,"prerenderedAt":521},["ShallowReactive",2],{"document-preliminary-acceptance-of-product-for-resale-D1367":3},{"document":4,"label":24,"preview":11,"thumb":25,"thumb600":26,"description":5,"descriptionCustom":6,"apiDescription":5,"pages":8,"extension":10,"parents":27,"breadcrumb":31,"related":39,"customDescModule":175,"customdescription":6,"mdFm":176,"mdProseHtml":520},{"description":5,"descriptionCustom":6,"label":7,"pages":8,"size":9,"extension":10,"preview":11,"thumb":12,"svgFrame":13,"seoMetadata":14,"parents":16,"keywords":23},"[DATE] [CONTACT NAME] [ADDRESS] [ADDRESS 2] [CITY, STATE/PROVINCE] [ZIP/POSTAL CODE] SUBJECT: PRELIMINARY ACCEPTANCE OF PRODUCT FOR RESALE Dear [Contact name], Thank you for giving [YOUR COMPANY NAME] the opportunity to review your [PRODUCT NAME]. The appropriate people within our organization have thoroughly reviewed your product and feel there may be an opportunity for [PRODUCT NAME] within our [category] division. ",null,"Preliminary Acceptance of Product for Resale","1",513,"doc","https://templates.business-in-a-box.com/imgs/1000px/preliminary-acceptance-of-product-for-resale-D1367.png","https://templates.business-in-a-box.com/imgs/250px/1367.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#1367.xml",{"title":15,"description":6},"preliminary acceptance of product for resale",[17,20],{"label":18,"url":19},"Sales & Marketing","/templates/sales-marketing/",{"label":21,"url":22},"Marketing Plan","/templates/marketing-plan/","preliminary acceptance product for resale","Preliminary Acceptance of Product for Resale Template","https://templates.business-in-a-box.com/imgs/400px/1367.png","https://templates.business-in-a-box.com/imgs/600px/1367.png",[28,17,20],{"label":29,"url":30},"Templates","/templates/",[32,33,36],{"label":29,"url":30},{"label":34,"url":35},"Legal Agreements","/templates/business-legal-agreements/",{"label":37,"url":38},"Sales & Purchase","/templates/sales-and-purchase/",[40,44,48,52,56,60,64,68,72,76,80,84,88,102,118,132,147,162],{"label":41,"url":42,"thumb":43,"extension":10},"Submit Product for Distribution or Resale","/template/submit-product-for-distribution-or-resale-D1447","https://templates.business-in-a-box.com/imgs/250px/1447.png",{"label":45,"url":46,"thumb":47,"extension":10},"Acceptance of Resignation","/template/acceptance-of-resignation-D502","https://templates.business-in-a-box.com/imgs/250px/502.png",{"label":49,"url":50,"thumb":51,"extension":10},"Non-Profit Gift Acceptance Policy","/template/non-profit-gift-acceptance-policy-D13367","https://templates.business-in-a-box.com/imgs/250px/13367.png",{"label":53,"url":54,"thumb":55,"extension":10},"Acknowledgment and Acceptance of Order","/template/acknowledgment-and-acceptance-of-order-D1087","https://templates.business-in-a-box.com/imgs/250px/1087.png",{"label":57,"url":58,"thumb":59,"extension":10},"Conditional Acceptance of Non-Conforming Goods","/template/conditional-acceptance-of-non-conforming-goods-D1052","https://templates.business-in-a-box.com/imgs/250px/1052.png",{"label":61,"url":62,"thumb":63,"extension":10},"Product Distribution Agreement","/template/product-distribution-agreement-D14037","https://templates.business-in-a-box.com/imgs/250px/14037.png",{"label":65,"url":66,"thumb":67,"extension":10},"Product Returns and Refunds Policy","/template/product-returns-and-refunds-policy-D13751","https://templates.business-in-a-box.com/imgs/250px/13751.png",{"label":69,"url":70,"thumb":71,"extension":10},"Acceptance of Order With Delivery in Lots","/template/acceptance-of-order-with-delivery-in-lots-D1086","https://templates.business-in-a-box.com/imgs/250px/1086.png",{"label":73,"url":74,"thumb":75,"extension":10},"Product Brief","/template/product-brief-D13473","https://templates.business-in-a-box.com/imgs/250px/13473.png",{"label":77,"url":78,"thumb":79,"extension":10},"Product Roadmap Template","/template/product-roadmap-template-D13168","https://templates.business-in-a-box.com/imgs/250px/13168.png",{"label":81,"url":82,"thumb":83,"extension":10},"Thank You for Evaluation Product, Product Unacceptable","/template/thank-you-for-evaluation-product-product-unacceptable-D1312","https://templates.business-in-a-box.com/imgs/250px/1312.png",{"label":85,"url":86,"thumb":87,"extension":10},"Letter_Purchase Order Issued on Acceptance of Delivery Date","/template/letter_purchase-order-issued-on-acceptance-of-delivery-date-D1408","https://templates.business-in-a-box.com/imgs/250px/1408.png",{"description":89,"descriptionCustom":6,"label":90,"pages":91,"size":9,"extension":10,"preview":92,"thumb":93,"svgFrame":94,"seoMetadata":95,"parents":97,"keywords":96,"url":101},"DISTRIBUTION AGREEMENT This Distribution Agreement (the\" Agreement\"), is made and effective [DATE], BETWEEN: [YOUR COMPANY NAME] (the \"Company\"), a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [DISTRIBUTOR NAME] (the \"Distributor\"), an individual with his main address located at OR a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] WHEREAS the Company wishes to market the Products described in Schedule A (the \"Products\") through the Distributor, it is agreed as follows: DEFINITIONS When used in this Agreement, the following terms shall have the respective meanings indicated, such meanings to be applicable to both the singular and plural forms of the terms defined: \"Agreement\" means this agreement, the Schedules attached hereto and any documents included by reference, as each may be amended from time to time in accordance with the terms of this Agreement; \"Accessories\" means the accessories described in Exhibit A attached hereto, and includes any special devices manufactured by Company and used in connection with the operation of the Goods. Accessories may be deleted from or added to Exhibit A and their specifications and design may be changed by Company at its sole discretion at any time by mailing written notice of such changes to Distributor. Each change shall become effective [NUMBER] days following the date notice thereof is sent to Distributor. \"Affiliate means\" any company controlled by, controlling, or under common control with Company. Affiliate means any person, corporation or other entity: (i) which owns, now or hereafter, directly or indirectly [%] or more of any class of the voting stock of Company or is, now or hereafter, directly or indirectly, in effective control of Company; or (ii) [%] or more of any class of the voting stock of which Company, or a party described in paragraph (i), owns, now or hereafter, directly or indirectly, or of which Company, or a party described in paragraph (i), is, now or hereafter, directly or indirectly, in control. \"Customer\" means any person who purchases or leases Products from Distributor. \"Delivery Point\" means Company's facilities at [FULL ADDRESS]. Delivery point means Distributor's facilities at [FULL ADDRESS]. \"Exhibit\" means an exhibit attached to this agreement. \"Goods\" means those items described in Exhibit B. Goods may be deleted from or added to Exhibit B and their specifications and design may be changed by Company at its sole discretion at any time by mailing written notice of such changes to Distributor. Each change shall become effective [NUMBER] days following the date notice thereof is sent to Distributor. \"Products\" means Goods, Accessories, and Spare Parts. \"Spare Parts means\": (i) all parts and components of the Goods; (ii) any special devices used in connection with the maintenance or servicing of the Goods. Company warrants that a complete list of Spare Parts is set forth in Exhibit C. Spare parts may be deleted from or added to Exhibit C and their specifications and design may be changed by Company at its sole discretion at any time by mailing written notice of such changes to Distributor. Each change shall become effective [NUMBER] days following the date notice thereof is sent to Distributor. \"Specifications\" means those specifications set forth in Exhibit D. \"Territory\" means the following geographic area or areas: [SPECIFY]. \"Trademark\" means any trademark, logo, service mark or other commercial designation, whether or not registered, used to represent or describe the Products of Company, as set forth in Exhibit E. APPOINTMENT OF DISTRIBUTOR Company hereby appoints Distributor as Company's nonexclusive distributor of Products in the Territory, and Distributor accepts that position. It is understood that Company cannot lawfully prevent its distributors located elsewhere from supplying Products for sale or use within the Territory and that it has no obligation to do so. Distributor shall not solicit sales of Product or promote the sale of Products outside the Territory. Distributor shall not establish an office or warehouse outside the Territory for the sale of Products. REFERRALS If Company or any Affiliate is contacted by any party inquiring about the purchase of Products in the Territory (other than Distributor or a party designated by Distributor), Company shall, or shall cause that Affiliate to, refer such party to Distributor for handling. RELATIONSHIP OF PARTIES Distributor is an independent contractor and is not the legal representative or agent of Company for any purpose and shall have no right or authority (except as expressly provided in this Agreement) to incur, assume or create in writing or otherwise, any warranty over any of Company's employees, all of whom are entirely under the control of Company, who shall be responsible for their acts and omissions. Distributor shall, at its own expense, during the term of this Agreement and any extension thereof, maintain full insurance under any Workmen's Compensation Laws effective in the state or other applicable jurisdiction covering all persons employed by and working for it in connection with the performance of this Agreement, and upon request shall furnish Company with satisfactory evidence of the maintenance of such insurance. Distributor accepts exclusive liability for all contributions and payroll taxes required under [LAWS] or other payments under any laws of similar character in any applicable jurisdiction as to all persons employed by and working for it. Nothing contained in this Agreement shall be deemed to create any partnership or joint venture relationship between the parties. SALE OF PRODUCTS BY DISTRIBUTOR Distributor agrees to exercise its best efforts to develop the largest possible market for the Products in the Territory and shall continuously offer, advertise, demonstrate and otherwise promote the sale of Products in the Territory. The parties have consulted together and now agree that if Distributor's best efforts are used as provided in this Section, a minimum of [SPECIFY] Products (\"Annual Market Potential\") will be purchased and distributed in the Territory during the first year of this Agreement. At the beginning of each subsequent year hereunder the parties will consult together in good faith and agree on the Annual Market Potential applicable to that year; provided, however, that if they cannot agree, the Annual Market Potential for the immediately Preceding year will apply to the current year. COMPETING PRODUCTS Distributor agrees that it will not distribute or represent any Products in the Territory which compete with the Products during the term of this Agreement or any extensions thereof. ADVERTISING Distributor shall be entitled, during the term of the distributorship created by this Agreement and any extension thereof, to advertise and hold itself out as an authorized Distributor of the Products. At all times during the term of the distributorship created by this Agreement and any extension thereof, Distributor shall use the Trademarks in all advertisements and other activities conducted by Distributor to promote the sale of the Products. Distributor shall submit examples of all proposed advertisements and other promotional materials for the Products to Company for inspection and Distributor shall not use any such advertisements or promotional materials without having received the prior written consent of Company to do so. Distributor shall not, pursuant to this Agreement or otherwise, have or acquire any right, title or interest in or to Company's Trademarks. NEW PRODUCTS","Distribution Agreement","15","https://templates.business-in-a-box.com/imgs/1000px/distribution-agreement-D12544.png","https://templates.business-in-a-box.com/imgs/250px/12544.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#12544.xml",{"title":96,"description":6},"distribution agreement",[98,100],{"label":34,"url":99},"business-legal-agreements",{"label":34,"url":99},"/template/distribution-agreement-D12544",{"description":103,"descriptionCustom":6,"label":104,"pages":8,"size":105,"extension":10,"preview":106,"thumb":107,"svgFrame":108,"seoMetadata":109,"parents":110,"keywords":116,"url":117},"COMPANY NAME:_______________________ Address: _______________________________________ City: ______________________________ State/Province: ___________ Zip/postal code__________ Country: ________________ Phone: _________________ Fax: __________________ Email: _________________________________________ Purchase Order The following number must appear on all related correspondence, shipping papers, and invoices: P.O. NUMBER: Contact: Address: _______________________________________ City: ______________________________ State/Province: ___________ Zip/postal code___________ Country: ________________ Phone: _________________ Fax: __________________ Email: _________________________________________ Ship To:","Purchase Order",49,"https://templates.business-in-a-box.com/imgs/1000px/purchase-order-D1411.png","https://templates.business-in-a-box.com/imgs/250px/1411.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#1411.xml",{"title":6,"description":6},[111,113],{"label":18,"url":112},"sales-marketing",{"label":114,"url":115},"Bids & Quotes","bids-quotes","purchase order","/template/purchase-order-D1411",{"description":119,"descriptionCustom":6,"label":120,"pages":121,"size":122,"extension":10,"preview":123,"thumb":124,"svgFrame":125,"seoMetadata":126,"parents":127,"keywords":130,"url":131},"SUPPLY AGREEMENT This Supply Agreement (the \"Agreement\") is effective [DATE], BETWEEN: [YOUR COMPANY NAME] (the \"Supplier\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [SECOND PARTY NAME] (the \"Purchaser\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] WITNESSETH: WHEREAS [YOUR COMPANY NAME] currently supplies and distributes [SPECIFY] (the \"Product\"); WHEREAS [YOUR COMPANY NAME], for the price and subject to the terms and conditions contained herein, is prepared to sell and deliver to the Purchaser, on an ongoing basis and as its exclusive supplier, and the Purchaser is prepared to buy on this basis from [YOUR COMPANY NAME], all of the Purchaser's Product requirements; NOW, THEREFORE, IN CONSIDERATION OF THE MUTUAL COVENANTS AND AGREEMENTS HERETO CONTAINED AND FOR OTHER GOOD AND VALUABLE CONSIDERATION, DULY RECEIVED, THE PARTIES HERETO AGREE AS FOLLOWS: 1. DEFINITIONS AND INTERPRETATION 1.1 Whenever used in this Agreement, the schedules thereto, or any ancillary document thereto, the following terms, unless the subject matter or context otherwise requires, shall have the following meanings: 1.1.1 \"Agreement\" means or refers to this Agreement as amended from time to time and any indenture, agreement or instrument supplemental or ancillary hereto or in implementation hereof; 1.1.2 \"Business Day\" means any day excluding Saturday, Sunday and any other day which in [STATE/PROVINCE], [COUNTRY] is a legal holiday or a day on which financial institutions are authorized by law or by local proclamation to close; 1.1.3 \"Person\" means any individual, company, corporation, partnership, firm, trust, sole proprietorship, government or entity howsoever designated or constituted; and 1.1.4 \"Product\" means or refers to [SPECIFY] sold pursuant to this Agreement. 1.2 Words importing the singular number include the plural and vice versa and words importing the masculine gender include the feminine and neuter genders. 1.3 The division of this Agreement into articles and insertion of headings is for convenience and reference only and shall not affect the construction or interpretation of this Agreement. 1.4 All dollar amounts referred to in this Agreement are in lawful money of [COUNTRY]. 1.5 The preamble hereto forms an integral part of this Agreement. 2. SALE AND PURCHASE OF PRODUCTS [YOUR COMPANY NAME] hereby agrees and undertakes to sell to the Purchaser, and the Purchaser agrees and undertakes to purchase from [YOUR COMPANY NAME], for the price and subject to the terms and conditions contained herein, the total requirements of Product needed by the Purchaser for its day-to-day manufacturing and distributing activities during the term of this Agreement. At the date of signing of the present Agreement, the Purchaser estimates its requirements for the current year at $[AMOUNT] of Product. 3. ORDERS AND DELIVERY OF PRODUCTS 3.1 Each order for Products purchased pursuant to this Agreement shall be in writing and shall be sent to the address of the party selling the Products by mail or by fax or in such other manner expressly agreed upon between the interested parties. 3.2 Unless otherwise expressly agreed upon between the parties or as provided in Section 4, the party selling the Products shall be responsible and shall pay for the delivery, to the other party at its address hereinabove mentioned, of such Products sold hereunder. 3.3 Unless otherwise expressly agreed upon between the parties, delivery of the Products purchased hereunder shall be completed within seven Business Days of the receipt, by the party selling the Products, of the written order for such Products. 3.4 In the event that a party fails to deliver any Products requested in an order within the period provided in subsection 3.3 hereinabove, the purchasing party shall be entitled to purchase, from any person, a quantity of Products equal to quantity of Products specified in such order. In such a case, the purchasing party shall be entitled to cancel the order for the Products specified in the order. The purchasing party shall, at the same time an order is made to an other person pursuant to this subsection, send to the other party, a copy of such order indicating the quantity and the price of the Products so purchased. 3.5 The title to the Products sold hereunder shall pass from the selling party to the purchasing party upon complete payment of the purchase price of the Products mentioned in Section 4 hereinafter. The risks of lost or damage to such Products sold hereunder shall pass from the selling party to the purchasing party at the date of the delivery of the Products. 3.6 Each party shall insure the Products purchased by it hereunder for the period starting on the date of receipt of the Products and terminating when complete payment for such Products is made and, upon request, shall provide the other party with the documents evidencing that the Products are so insured. 4. PRICE OF PRODUCTS 4.1 For the initial term of this Agreement stipulated in sub-section 6.1 hereinafter, the price of the Product sold by [YOUR COMPANY NAME] to the Purchaser hereunder shall be [SPECIFY PRICING SCHEME]. 4.2 The prices of the Products sold pursuant to this Agreement during any subsequent term provided for in sub-section 6.1 hereinafter shall be mutually agreed upon by the parties hereunder. 4.3 The prices of the Products determined pursuant to this section 4 shall be delivered prices and shall be increased by the amount of any taxes or other governmental charges payable with respect to the sale of the Products (other than income tax, business or real property taxes) now in effect or becoming effective after the date thereof. 5. TERMS OF PAYMENT 5.1 Each party shall pay to the other party at its address hereinabove mentioned, within [NUMBER] calendar days from the date of receipt of the Products purchased, the price for such Products as determined pursuant to section 4 hereinabove. 5.2 The price of the Products purchased hereunder will be discounted by [PERCENTAGE %] if complete payment for the Products is made within [NUMBER] calendar days of receipt by the purchasing party. 5.3 The Purchaser agrees to pay a monthly interest charge on overdue amounts for Products purchased hereunder calculated on the basis of an annual rate of interest equal to the prime rate in effect on the due date of payment, plus [PERCENTAGE % IN LETTERS] percent (PERCENTAGE %]). 6. TERM OF AGREEMENT 6.1 Subject to the provisions of sub-sections 6.2 to 6.4 hereinafter, this Agreement shall be in force for an initial term of one year commencing on the date of signature. This Agreement shall be automatically renewed for additional [NUMBER IN LETTERS] ([NUMBER]) year terms unless either party terminates it upon written notice given to the other party at least [NUMBER] calendar days prior to the end of the initial term or of any subsequent terms. 6.2 Notwithstanding the provisions of sub-section 6.1, this Agreement shall be automatically terminated in the event that the parties hereto fail to agree in writing, at the latest on the thirtieth day preceding the beginning of any subsequent term, on the price for the Products to be sold hereunder during such subsequent term as provided for in sub-section 4.3 hereinabove. 6.3 Notwithstanding the provisions of sub-section 6.1 and in addition to Section 6","Supply Agreement","6",62,"https://templates.business-in-a-box.com/imgs/1000px/supply-agreement-D918.png","https://templates.business-in-a-box.com/imgs/250px/918.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#918.xml",{"title":6,"description":6},[128,129],{"label":34,"url":99},{"label":34,"url":99},"supply agreement","/template/supply-agreement-D918",{"description":133,"descriptionCustom":6,"label":134,"pages":135,"size":9,"extension":10,"preview":136,"thumb":137,"svgFrame":138,"seoMetadata":139,"parents":141,"keywords":140,"url":146},"EXCLUSIVE DISTRIBUTION AGREEMENT This Exclusive Distribution Agreement (the\" Agreement\"), is made and effective [DATE], BETWEEN: [YOUR COMPANY NAME] (the \"Company\"), a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [DISTRIBUTOR NAME] (the \"Distributor\"), an individual with his main address located at OR a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] WHEREAS the Company wishes to market the Products described in Schedule A (the \"Products\") through the Distributor, it is agreed as follows: DEFINITIONS 1.1 When used in this Agreement, the following terms shall have the respective meanings indicated, such meanings to be applicable to both the singular and plural forms of the terms defined: 1.2 \"Agreement\" means this agreement, the Schedules attached hereto, and any documents included by reference, as each may be amended from time to time in accordance with the terms of this Agreement. 1.3 \"Accessories\" means the accessories described in Exhibit A attached hereto, and includes any special devices manufactured by Company and used in connection with the operation of the Goods. Accessories may be deleted from or added to Exhibit A and their specifications and design may be changed by Company at its sole discretion at any time by mailing written notice of such changes to Distributor. Each change shall become effective [NUMBER] days following the date notice thereof is sent to Distributor. 1.4 \"Affiliate means\" any company controlled by, controlling, or under common control with the Company. Affiliate means any person, corporation or other entity: which owns, now or hereafter, directly or indirectly, twenty-five percent (25%) or more of any class of the voting stock of Company or is, now or hereafter, directly or indirectly, in effective control of Company; or twenty-five percent (25%) or more of any class of the voting stock of which Company, owns, now or hereafter, directly or indirectly, or of which the Company, or a party is, now or hereafter, directly or indirectly, in control. 1.5 \"Customer\" means any person who purchases or leases Products from Distributor. 1.6 \"Delivery Point\" means Company's facilities at [FULL ADDRESS]. 1.7 \"Exhibit\" means an exhibit attached to this agreement. 1.8 \"Goods\" means those items sold, as described below. \"Products\" means Goods, Accessories, and Spare Parts. 1.10 \"Spare Parts means\": (i) all parts and components of the Goods; (ii) any special devices used in connection with the maintenance or servicing of the Goods. 1.11 \"Specifications\" means those specifications set forth below. 1.12 \"Territory\" means the following geographic area or areas: [SPECIFY]. During the term of this Agreement, Distributor shall have the first right of refusal at its option to expand the Territory in order to distribute the Products on an exclusive basis in [COUNTRIES]. Company shall give Distributor written notice and the terms under which it intends to permit distribution, or the terms of any offer or request from a third party for rights to distribute, any of the Products in any country not then included in the Territory. Distributor shall accept or reject such offer in writing within [NUMBER] days after receipt thereof, and, if Distributor accepts such offer, the Territory shall be appropriately expanded. 1.13 \"Trademark\" means any trademark, logo, service mark or other commercial designation, whether or not registered, used to represent or describe the Products of the Company. APPOINTMENT OF DISTRIBUTOR 2.1 Company hereby appoints Distributor as Company's exclusive distributor of Products in the Territory, and Distributor accepts that position. Company, to the extent that it is legally Permitted to do so, (i) shall not appoint any distributor or agent in the Territory for the Products other than Distributor, (ii) shall not, and shall cause any Affiliate not to, knowingly sell Products to any person other than Distributor or a party designated by Distributor for use or resale within the Territory (except pursuant to any agreement effective at the time this Agreement became applicable to the service so provided), and (iii) shall use its best efforts to prevent any party other than Distributor from seeking customers for the Products in the Territory, from establishing any branch related to the distribution of Products in the Territory, or from maintaining any distribution depot with respect to the Products in the Territory. If Company, or any Affiliate, sells any Product which is eventually resold in the Territory (other than a sale to Distributor or a party designated by Distributor) and Company, or that Affiliate, had reason to know at the time of its sale of that Product that such resale was likely to occur, Company shall, immediately after the trigger sale (which shall be the resale of the Product in the territory or the sale immediately preceding the use of the Product in the Territory) is contracted, pay to the Distributor [PERCENT] % of the price of that Product under this Agreement at the time that the trigger sale was contracted, which payment shall represent a recapture of certain advertising and capital expenditures made by Distributor. Nothing contained in this Section shall affect any other right or remedy which Distributor may have pursuant to this Agreement. Referrals 3.1 If Company or any Affiliate is contacted by any party inquiring about the purchase of Products in the Territory (other than Distributor or a party designated by Distributor), Company shall, or shall cause that Affiliate to, refer such party to Distributor for handling. Relationship of Parties Distributor is an independent contractor and is not the legal representative or agent of Company for any purpose and shall have no right or authority (except as expressly provided in this Agreement) to incur, assume or create in writing or otherwise, any warranty over any of Company's employees, all of whom are entirely under the control of Company, who shall be responsible for their acts and omissions. Distributor shall, at its own expense, during the term of this Agreement and any extension thereof, maintain full insurance under any Workmen's Compensation Laws effective in the state or other applicable jurisdiction covering all persons employed by and working for it in connection with the performance of this Agreement, and upon request shall furnish Company with satisfactory evidence of the maintenance of such insurance. Distributor accepts exclusive liability for all contributions and payroll taxes required under Federal Social Security Laws and State Unemployment Compensation Laws or other payments under any laws of similar character in any applicable jurisdiction as to all persons employed by and working for it. Nothing contained in this Agreement shall be deemed to create any partnership or joint venture relationship between the parties. Sale of Products by Distributor 5.1 Distributor agrees to exercise its best efforts to develop the largest possible market for the Products in the Territory and shall continuously offer, advertise, demonstrate and otherwise promote the sale of Products in the Territory. The parties have consulted together and now agree that if Distributor's best efforts are used as provided in this Section, a minimum of [SPECIFY] Products (\"Annual Market Potential\") will be purchased and distributed in the Territory during the first year of this Agreement. ","Exclusive Distribution Agreement","8","https://templates.business-in-a-box.com/imgs/1000px/exclusive-distribution-agreement-D1240.png","https://templates.business-in-a-box.com/imgs/250px/1240.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#1240.xml",{"title":140,"description":6},"exclusive distribution agreement",[142,143],{"label":18,"url":112},{"label":144,"url":145},"Marketing & Sales Contracts","marketing-sales-contracts","/template/exclusive-distribution-agreement-D1240",{"description":148,"descriptionCustom":6,"label":149,"pages":150,"size":9,"extension":10,"preview":151,"thumb":152,"svgFrame":153,"seoMetadata":154,"parents":156,"keywords":155,"url":161},"NON-DISCLOSURE AGREEMENT (NDA) This Non-Disclosure Agreement (the \"Agreement\") is made and effective [DATE], BETWEEN: [YOUR COMPANY NAME] (the \"Disclosing Party\"), a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [RECEIVING PARTY NAME] (the \"Receiving Party\"), an individual with his main address located at OR a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] WHEREAS, Receiving Party has been or will be engaged in the performance of work on [DESCRIBE]; and in connection therewith will be given access to certain confidential and proprietary information; and WHEREAS, Receiving Party and Disclosing Party wish to evidence by this Agreement the manner in which said confidential and proprietary material will be treated. NOW, THEREFORE, it is agreed as follows: NON-DISCLOSURE OF CONFIDENTIAL INFORMATION Both Parties understand and agree that each Party may have access to the confidential information of the other party. For the purposes of this Agreement, \"Confidential Information\" means proprietary and confidential information about the Disclosing Party's (or it's suppliers') business or activities. Such information includes all business, financial, technical, and other information marked or designated by such Party as \"confidential\" or \"proprietary.\" Confidential Information also includes information which, by the nature of the circumstances surrounding the disclosure, ought in good faith to be treated as confidential. For the purposes of this Agreement, Confidential Information does not include: Information that is currently in the public domain or that enters the public domain after the signing of this Agreement. Information a Party lawfully receives from a third Party without restriction on disclosure and without breach of a non-disclosure obligation. Information that the Receiving Party knew prior to receiving any Confidential Information from the Disclosing Party. Information that the Receiving Party independently develops without reliance on any Confidential Information from the Disclosing Party. Each Party agrees that it will not disclose to any third Party or use any Confidential Information disclosed to it by the other Party except when expressly permitted in writing by the other Party. Each Party also agrees that it will take all reasonable measures to maintain the confidentiality of all Confidential Information of the other Party in its possession or control. TERM The term of this Agreement is [number] of [years/months] from the date of execution by both Parties. TITLE The Receiving Party agrees that all Confidential Information furnished by the Disclosing Party shall remain the sole property of the Disclosing Party. DISCLAIMER","Non Disclosure Agreement Nda","3","https://templates.business-in-a-box.com/imgs/1000px/non-disclosure-agreement-nda-D12692.png","https://templates.business-in-a-box.com/imgs/250px/12692.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#12692.xml",{"title":155,"description":6},"non disclosure agreement nda",[157,158],{"label":34,"url":99},{"label":159,"url":160},"Confidentiality Agreements","confidentiality-agreement","/template/non-disclosure-agreement-nda-D12692",{"description":163,"descriptionCustom":6,"label":164,"pages":150,"size":9,"extension":10,"preview":165,"thumb":166,"svgFrame":167,"seoMetadata":168,"parents":170,"keywords":173,"url":174},"[DATE] [CONTACT NAME] [ADDRESS] [ADDRESS 2] [CITY, STATE/PROVINCE] [ZIP/POSTAL CODE] SUBJECT: LETTER OF INTENT-ACQUISITION OF BUSINESS Dear [CONTACT NAME]: This letter (\"Letter of Intent\") sets forth the basic preliminary terms between the Buyer or his nominee and yourselves regarding the purchase of the [SPECIFY] business (the \"Business\") carried on by yourselves. Except as specifically set forth herein, this Letter of Intent shall not constitute an agreement between the parties and no agreement shall be deemed to exist until execution of a definitive purchase agreement. It is proposed that Buyer will acquire certain assets of the Business which Buyer believes to be necessary to the future of the Business, including the warehouse in [CITY/STATE] in which [COMPANY NAME] the Company has invested [AMOUNT] in cash and which has been financed by a mortgage loan of approximately [AMOUNT] granted by the [SPECIFY COMPANY] [CITY/STATE]. Buyer understands that the said warehouse has no other charges or liabilities affecting it other than the said mortgage loan. Buyer may either purchase the warehouse outright or enter into a lease-purchase or instalment transfer of ownership which is satisfactory to both parties. The gross purchase price for the said warehouse will be [AMOUNT]. Buyer may purchase or lease barrels and other equipment currently owned by the Company which are necessary to operate the Business, on a cash or instalment basis agreeable to both parties. The specific assets to be purchased and the amounts to be paid by Buyer in connection with this transaction remain to be negotiated by the parties. This Letter of Intent also evidences the intentions of the parties with respect to the following agreements: Buyer will enter into a [NUMBER]-year employment agreement with [COMPANY NAME], providing for the Company will be responsible for the purchase of [SPECIFY] for Buyer. The agreement will contain the customary terms and conditions found in employment agreements in similar transactions and will provide for the usual non-competition and non-solicitation covenants to be entered into by the Company in favour of Buyer. It is expressly understood that if the contemplated transaction is consummated, the aggregate amount of commission paid or payable to yourselves (net of reasonable expenses acceptable to Buyer) in respect of all purchases of [SPECIFY] made through you from the date of this Letter of Intent to the date of closing, with the exception of commissions earned on the [NUMBER] truckloads of [SPECIFY] to be delivered to Buyer during the week of [DATE] to [DATE], will be applied against remuneration payable to the Company in the first year of his employment agreement. If the contemplated transaction is not consummated, all such commissions paid or payable will be treated as commissions. Buyer will enter into a [NUMBER]-year employment agreement with [EMPLOYEE NAME], providing for the payment of a gross base salary of [ANNUAL SALARY] per year, to be paid weekly, subject to annual review. [EMPLOYEE NAME] will be President of the Business and the employment agreement will provide for health benefits, automobile, expenses and bonus arrangements","Letter of Intent_Acquisition of Business","https://templates.business-in-a-box.com/imgs/1000px/letter-of-intent_acquisition-of-business-D5197.png","https://templates.business-in-a-box.com/imgs/250px/5197.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#5197.xml",{"title":169,"description":6},"letter of intent_acquisition of business",[171,172],{"label":34,"url":99},{"label":34,"url":99},"letter intent_acquisition business","/template/letter-of-intent_acquisition-of-business-D5197",false,{"seo":177,"reviewer":189,"legal_disclaimer":193,"quick_facts":194,"at_a_glance":196,"personas":200,"variants":225,"glossary":250,"clauses":284,"how_to_fill":335,"common_mistakes":376,"faqs":401,"industries":429,"comparisons":454,"diy_vs_lawyer":467,"jurisdictions":480,"related_template_ids_curated":501,"schema":507,"classification":508},{"meta_title":178,"meta_description":179,"primary_keyword":180,"secondary_keywords":181},"Preliminary Acceptance of Product for Resale Template (Free Word)","Free preliminary acceptance of product for resale template. Confirms product approval before final purchase commitment. Used in 190+ countries. Free Word and PDF download.","preliminary acceptance of product for resale template",[182,183,184,185,186,187,188],"product acceptance agreement template","resale product approval letter","preliminary acceptance letter template","product for resale acceptance form","vendor product acceptance agreement","reseller product approval document","conditional product acceptance template",{"name":190,"credential":191,"reviewed_date":192},"Bruno Goulet","CEO, Business in a Box","2026-05-02",true,{"difficulty":195,"legal_review_recommended":193,"signature_required":193,"notarization_required":175},"medium",{"what_it_is":197,"when_you_need_it":198,"whats_inside":199},"A Preliminary Acceptance of Product for Resale is a legally binding letter or short-form agreement in which a buyer or reseller conditionally approves a supplier's product for inclusion in their sales channel, pending final verification, testing, or compliance review. This free Word download gives you a structured, signable document you can edit online and export as PDF to formalize the early stages of a resale relationship before a full purchase order or distribution agreement is executed.\n","Use it when a retailer, distributor, or reseller has evaluated a supplier's product samples and is ready to signal approval in principle — but wants to document conditions, quality benchmarks, and any outstanding requirements before committing to volume orders. It protects both parties during the gap between initial evaluation and a signed distribution or supply agreement.\n","Party identification, product description and specification references, the scope of preliminary acceptance and its conditions, quality and compliance requirements, a timeline for final acceptance or rejection, pricing and payment terms placeholders, confidentiality obligations, and governing law with signature blocks for both parties.\n",[201,205,209,213,217,221],{"title":202,"use_case":203,"icon_asset_id":204},"Retail buyers","Approving a new supplier's product line before committing to a purchase order","persona-retailer",{"title":206,"use_case":207,"icon_asset_id":208},"Distributors and wholesalers","Documenting conditional acceptance of a vendor product pending compliance review","persona-distributor",{"title":210,"use_case":211,"icon_asset_id":212},"E-commerce resellers","Formalizing product approval before listing goods on a marketplace or storefront","persona-small-business-owner",{"title":214,"use_case":215,"icon_asset_id":216},"Product manufacturers and suppliers","Securing written confirmation from a prospective buyer that their product meets channel requirements","persona-manufacturer",{"title":218,"use_case":219,"icon_asset_id":220},"Franchise operators","Accepting approved supplier products for resale within a franchise system","persona-franchise-applicant",{"title":222,"use_case":223,"icon_asset_id":224},"Procurement managers","Bridging the gap between product evaluation and a fully executed supply agreement","persona-operations-director",[226,229,232,235,239,243,247],{"situation":227,"recommended_template":90,"slug":228},"Full ongoing resale arrangement with volume commitments","distribution-agreement-D12544",{"situation":230,"recommended_template":104,"slug":231},"One-time bulk purchase of a specific product lot","purchase-order-D1411",{"situation":233,"recommended_template":134,"slug":234},"Granting a third party exclusive rights to resell in a territory","exclusive-distribution-agreement-D1240",{"situation":236,"recommended_template":237,"slug":238},"Supplier providing goods on consignment pending sale","Consignment Agreement","consignment-agreement-D867",{"situation":240,"recommended_template":241,"slug":242},"Buyer evaluating product under a formal trial period before purchase","Product Evaluation Agreement","thank-you-for-evaluation-product-product-unacceptable-D1312",{"situation":244,"recommended_template":245,"slug":246},"Supplier seeking to protect proprietary product details during negotiations","Non-Disclosure Agreement","non-disclosure-agreement-nda-D12692",{"situation":248,"recommended_template":120,"slug":249},"Reseller requiring ongoing supply at fixed pricing terms","supply-agreement-D918",[251,254,257,260,263,266,269,272,275,278,281],{"term":252,"definition":253},"Preliminary Acceptance","A conditional, written approval indicating a buyer's intent to proceed with a product subject to outstanding conditions being satisfied.",{"term":255,"definition":256},"Resale","The act of purchasing goods from a supplier and selling them onward to end customers or other intermediaries, typically for profit.",{"term":258,"definition":259},"Conditions Precedent","Specific requirements that must be fulfilled before a contractual obligation — such as a final purchase commitment — becomes effective.",{"term":261,"definition":262},"Product Specification","A detailed written description of a product's physical characteristics, performance standards, materials, and compliance requirements.",{"term":264,"definition":265},"Final Acceptance","Unconditional written confirmation that a product has met all stated requirements and the buyer is committed to purchasing or listing it.",{"term":267,"definition":268},"Rejection","A formal written notice that a product has failed to meet one or more stated conditions, relieving the buyer of any purchase obligation.",{"term":270,"definition":271},"SKU (Stock Keeping Unit)","A unique identifier assigned to each distinct product or variant that a reseller tracks in their inventory system.",{"term":273,"definition":274},"Certificate of Conformance","A supplier-issued document certifying that a product meets specified standards, regulatory requirements, or contractual specifications.",{"term":276,"definition":277},"Indemnification","A contractual obligation by one party to compensate the other for losses, damages, or liabilities arising from a specified event or breach.",{"term":279,"definition":280},"Governing Law","The jurisdiction whose laws are designated to interpret and enforce the agreement in the event of a dispute.",{"term":282,"definition":283},"Force Majeure","A clause relieving a party from performance obligations when extraordinary events outside their control — such as natural disasters or supply chain disruptions — prevent fulfillment.",[285,290,295,300,305,310,315,320,325,330],{"name":286,"plain_english":287,"sample_language":288,"common_mistake":289},"Parties and Recitals","Identifies the buyer (reseller) and the supplier as legal entities, states the purpose of the document, and confirms both parties' understanding that this is a preliminary — not final — commitment.","This Preliminary Acceptance of Product for Resale ('Agreement') is entered into as of [DATE] between [BUYER LEGAL NAME], a [STATE/PROVINCE] [ENTITY TYPE] ('Buyer'), and [SUPPLIER LEGAL NAME], a [STATE/PROVINCE] [ENTITY TYPE] ('Supplier'). The parties enter this Agreement to document Buyer's preliminary acceptance of the Product described herein for potential resale, subject to the conditions set forth below.","Using a trade name instead of the registered legal entity name for either party. If the entity name on the document does not match the party's corporate registration, enforcing indemnification or product liability provisions against the correct legal person becomes complicated.",{"name":291,"plain_english":292,"sample_language":293,"common_mistake":294},"Product Description and Specifications","Identifies the specific product or product line being considered for resale, references any specification sheets or samples reviewed, and lists the SKUs or model numbers covered.","The product subject to this preliminary acceptance is described as [PRODUCT NAME / DESCRIPTION], bearing SKU(s) [SKU LIST], as further detailed in Supplier's Product Specification Sheet dated [DATE], attached hereto as Exhibit A.","Describing the product in vague, generic terms without attaching a specification sheet. Disputes over whether the delivered product matches the one approved are far easier to resolve when the accepted specifications are a signed exhibit.",{"name":296,"plain_english":297,"sample_language":298,"common_mistake":299},"Scope and Limitations of Preliminary Acceptance","Makes clear that this acceptance is conditional and does not constitute a binding purchase order, exclusivity grant, or guarantee of any purchase volume.","This preliminary acceptance does not constitute a purchase order, a guarantee of minimum order quantities, or an exclusive arrangement. Buyer's obligation to purchase the Product is contingent solely on Buyer's issuance of a separate written Purchase Order following Final Acceptance.","Omitting this clause entirely and treating the preliminary acceptance letter as an implied commitment to buy. Suppliers have successfully argued in court that a signed acceptance letter created a binding purchase obligation when no limiting language was present.",{"name":301,"plain_english":302,"sample_language":303,"common_mistake":304},"Conditions for Final Acceptance","Lists the specific, measurable conditions the supplier must satisfy before the buyer will issue final acceptance — such as passing quality inspections, delivering regulatory certifications, or meeting labeling requirements.","Final Acceptance is conditioned upon Supplier's satisfaction of the following within [X] days of the date hereof: (a) delivery of a Certificate of Conformance for [APPLICABLE STANDARD]; (b) approval of product labeling by Buyer's compliance team; (c) successful completion of a [X]-unit quality inspection at Buyer's facility; and (d) [ANY ADDITIONAL CONDITION].","Writing conditions that are vague or subjective, such as 'product must meet our quality standards.' Without objective, measurable benchmarks, either party can dispute whether a condition has been satisfied.",{"name":306,"plain_english":307,"sample_language":308,"common_mistake":309},"Timeline and Acceptance Deadline","Sets specific deadlines by which the supplier must satisfy the conditions and by which the buyer must issue either final acceptance or written rejection.","Supplier shall satisfy all conditions set out in Section [X] no later than [DATE]. Buyer shall issue written notice of Final Acceptance or Rejection within [X] business days of Supplier's notification that all conditions have been met. Failure by Buyer to respond within this period shall be deemed a Rejection.","Leaving the timeline open-ended. Without a deadline, the preliminary acceptance can linger indefinitely, creating ambiguity about whether either party is still bound by its terms.",{"name":311,"plain_english":312,"sample_language":313,"common_mistake":314},"Pricing and Payment Terms","States the agreed unit pricing or pricing formula, currency, payment terms, and any conditions that could adjust the price before a final purchase order is issued.","The anticipated purchase price for the Product is $[UNIT PRICE] per unit, [CURRENCY], subject to confirmation in any Purchase Order issued by Buyer. Payment terms: Net [30/60] days from invoice date. Pricing is valid through [DATE] and is subject to revision if conditions materially change.","Treating pricing as locked in this document without a review clause. Market costs, tariffs, and input prices can shift between preliminary acceptance and the first purchase order — a price validity window prevents either party from being locked into stale terms.",{"name":316,"plain_english":317,"sample_language":318,"common_mistake":319},"Confidentiality","Prevents both parties from disclosing product specifications, pricing, or negotiation details to third parties during and after the preliminary acceptance period.","Each party agrees to keep confidential all non-public information received from the other party in connection with this Agreement, including product specifications, pricing, and commercial terms. This obligation survives termination or expiration of this Agreement for a period of [X] years.","Omitting a confidentiality clause on the basis that the parties will sign a separate NDA. If the NDA is not executed before this document, specifications and pricing shared during the evaluation process are unprotected.",{"name":321,"plain_english":322,"sample_language":323,"common_mistake":324},"Intellectual Property and Branding","Clarifies that the buyer's preliminary acceptance does not transfer any IP rights in the product, and sets out any limited license granted to the buyer to use the supplier's branding for evaluation or marketing preparation purposes.","Supplier retains all intellectual property rights in the Product, including patents, trademarks, trade dress, and copyrights. Buyer is granted a limited, non-exclusive, non-transferable license to use Supplier's trademarks solely for the purpose of [internal evaluation / preparing marketing materials] during the term of this Agreement.","Not addressing IP at all. If the buyer creates product listings, packaging mockups, or marketing materials during the preliminary period and the deal falls through, ownership of those materials can become disputed.",{"name":326,"plain_english":327,"sample_language":328,"common_mistake":329},"Indemnification and Product Liability","Allocates responsibility between supplier and buyer for product liability claims, recalls, or regulatory actions arising from defects in the product.","Supplier shall indemnify, defend, and hold harmless Buyer and its officers, directors, and employees from any third-party claims, losses, or expenses arising from defects in the Product, including product liability claims, regulatory actions, or recalls, except to the extent caused by Buyer's mishandling or modification of the Product.","Omitting indemnification at the preliminary stage on the assumption that liability only matters once goods are sold. If the buyer sustains a loss during the evaluation or inspection process — for example, a defective sample injures a tester — no protection exists without this clause.",{"name":331,"plain_english":332,"sample_language":333,"common_mistake":334},"Governing Law and Dispute Resolution","Specifies which jurisdiction's law governs the agreement and how disputes will be resolved — litigation, arbitration, or mediation.","This Agreement is governed by the laws of [STATE / PROVINCE / COUNTRY], without regard to conflict-of-law principles. Any dispute arising under this Agreement shall be resolved by [binding arbitration administered by [AAA / JAMS] in [CITY] / litigation in the courts of [JURISDICTION]], except claims for injunctive relief which may be brought in any court of competent jurisdiction.","Selecting a governing law jurisdiction with no connection to where either party operates or where the product will be sold. Courts may decline to apply a chosen governing law if the selection is purely opportunistic and another jurisdiction's law has a substantially stronger connection to the dispute.",[336,341,346,351,356,361,366,371],{"step":337,"title":338,"description":339,"tip":340},1,"Identify both parties with full legal entity names","Enter the buyer's and supplier's complete registered legal names, entity types, and principal business addresses. Confirm these match each party's corporate registration exactly.","Request a certificate of good standing or corporate registry extract from the supplier before signing — it confirms you are contracting with the correct legal entity.",{"step":342,"title":343,"description":344,"tip":345},2,"Attach and reference the product specification sheet","Describe the product clearly in the body of the agreement and attach the supplier's signed product specification sheet as Exhibit A. List all relevant SKUs, model numbers, and variants covered.","If the product comes in multiple configurations, create a table of SKUs in the exhibit rather than listing them in the body — it makes amendments easier if the product line changes.",{"step":347,"title":348,"description":349,"tip":350},3,"Define the scope limitations explicitly","Insert the clause confirming that this document is not a purchase order, does not grant exclusivity, and creates no minimum order obligation. Review this language carefully before signing.","Have a second person who was not involved in the negotiation read this clause to confirm the limitation is unambiguous — proximity bias often makes negotiators blind to language gaps.",{"step":352,"title":353,"description":354,"tip":355},4,"List conditions for final acceptance in measurable terms","Write out each condition the supplier must satisfy before final acceptance, with objective benchmarks — pass/fail inspection criteria, specific certifications, labeling standards, or test results.","For each condition, specify who performs the verification (buyer's team, a third-party lab, or a regulatory body) to avoid disputes about whether the standard has been met.",{"step":357,"title":358,"description":359,"tip":360},5,"Set deadlines for compliance and buyer response","Enter the date by which the supplier must satisfy all conditions and the number of business days within which the buyer must issue final acceptance or rejection after being notified.","Build in buffer time — if supplier compliance typically takes 30 days, set a 45-day deadline. Missing a deadline through no fault of the supplier can create legal complications.",{"step":362,"title":363,"description":364,"tip":365},6,"Confirm pricing and currency with a validity window","Enter the agreed unit price, currency, and payment terms, and add a clause stating the price is valid only through a specific date. Reference the mechanism for adjusting price if conditions materially change before a purchase order is issued.","If there is any possibility of tariff changes or raw material cost fluctuations, include a price escalation or renegotiation right with a 10-day notice period.",{"step":367,"title":368,"description":369,"tip":370},7,"Complete the governing law and dispute resolution clause","Choose the jurisdiction whose law will govern the agreement — typically where the buyer is located or where the product will be primarily sold. Decide between arbitration and litigation and specify the venue.","For cross-border transactions, arbitration in a neutral venue (e.g., ICC arbitration in New York or London) is generally more enforceable internationally than domestic court selection.",{"step":372,"title":373,"description":374,"tip":375},8,"Execute before sharing product data or samples","Both parties should sign the agreement before the supplier discloses detailed specifications, costing data, or proprietary product information to the buyer.","Use a timestamped e-signature platform so the executed date is unambiguous — this establishes the start of any confidentiality obligations and conditions-precedent timelines.",[377,381,385,389,393,397],{"mistake":378,"why_it_matters":379,"fix":380},"Treating the preliminary acceptance as a binding purchase commitment","Suppliers have successfully claimed in contract disputes that a signed acceptance letter obligated the buyer to purchase, resulting in claims for lost profits and carrying costs when the buyer walked away.","Include an explicit scope-limitation clause stating the document creates no purchase obligation and that only a separately issued purchase order constitutes a commitment to buy.",{"mistake":382,"why_it_matters":383,"fix":384},"Using vague or subjective acceptance conditions","Conditions like 'product must meet our quality expectations' are impossible to enforce because they rely entirely on the buyer's subjective judgment, inviting disputes about whether the threshold was ever reached.","State every condition in objective, measurable terms — pass rates, certification numbers, specific test standards, and named third-party verification bodies.",{"mistake":386,"why_it_matters":387,"fix":388},"Omitting a confidentiality clause","Pricing, product specifications, and supplier cost structures shared during the evaluation period are unprotected if no NDA or confidentiality clause is in place, leaving either party exposed to competitive misuse of the information.","Include a mutual confidentiality clause in the body of this agreement rather than relying on a separate NDA that may never be signed.",{"mistake":390,"why_it_matters":391,"fix":392},"Leaving the preliminary acceptance period open-ended","Without a deadline, the supplier cannot plan production capacity or commit to other buyers, and the buyer may be in an ambiguous quasi-committed state that complicates negotiations with competing suppliers.","Set a fixed expiry date for the preliminary acceptance — typically 30 to 90 days — and state that it automatically terminates if final acceptance is not issued by that date.",{"mistake":394,"why_it_matters":395,"fix":396},"Failing to address product liability during the evaluation period","If a product sample causes injury or damage during the buyer's inspection or testing process and no indemnification clause exists, the injured party has no contractual recourse and must rely on tort law alone.","Include an indemnification clause covering both the preliminary and post-acceptance periods, and require the supplier to carry product liability insurance with the buyer named as an additional insured.",{"mistake":398,"why_it_matters":399,"fix":400},"Not specifying which SKUs or product variants are covered","Accepting a product 'line' without specifying individual SKUs can lead to disputes about whether a new variant introduced after signing requires a separate acceptance process or falls under the existing document.","List all covered SKUs explicitly in an attached exhibit and include a clause stating that new variants not listed require a separate written acceptance.",[402,405,408,411,414,417,420,423,426],{"question":403,"answer":404},"What is a preliminary acceptance of product for resale?","A preliminary acceptance of product for resale is a written, signed document in which a buyer or reseller conditionally approves a supplier's product for inclusion in their sales channel, subject to specific conditions being met before a final purchase commitment is made. It creates a structured framework for the evaluation period between initial product review and a fully executed supply or distribution agreement. It is binding in the sense that both parties are obligated to act in good faith under its terms, but it does not typically create an obligation to purchase unless the document explicitly says so.\n",{"question":406,"answer":407},"Is a preliminary acceptance letter legally binding?","A properly executed preliminary acceptance is generally enforceable as a contract in most jurisdictions, provided it contains the essential elements of offer, acceptance, and consideration. However, whether it creates a purchase obligation depends entirely on its language — a well-drafted document will explicitly state that no purchase commitment exists until a separate purchase order is issued. Courts have found implied purchase obligations in preliminary letters that lacked clear limiting language, so the scope clause is critical.\n",{"question":409,"answer":410},"What is the difference between preliminary acceptance and a purchase order?","A preliminary acceptance documents the buyer's conditional approval of a product for resale, subject to outstanding conditions. It does not commit the buyer to any specific quantity or delivery. A purchase order is a binding commercial document that specifies exact quantities, pricing, delivery dates, and payment terms — and obligates the buyer to pay and the supplier to deliver. The preliminary acceptance comes first and paves the way for the purchase order once all conditions are satisfied.\n",{"question":412,"answer":413},"What conditions are typically included in a preliminary acceptance?","Common conditions include delivery of regulatory certifications or certificates of conformance, successful completion of a product quality inspection at the buyer's facility, approval of packaging and labeling by the buyer's compliance team, proof of product liability insurance, and satisfaction of any applicable import or customs requirements. Each condition should be stated with an objective benchmark so both parties agree on what satisfies it.\n",{"question":415,"answer":416},"Can a supplier use a preliminary acceptance to enforce payment?","Not on its own — a preliminary acceptance is typically not sufficient to enforce payment because it does not specify quantities or delivery obligations. To collect payment, the supplier would need a separately issued purchase order or an invoice tied to a final acceptance. However, if the supplier can show the buyer induced them to manufacture or reserve stock in reliance on the preliminary acceptance and then walked away without cause, they may have a claim for reliance damages in many jurisdictions.\n",{"question":418,"answer":419},"How long should the preliminary acceptance period last?","The standard range is 30 to 90 days depending on the complexity of the conditions to be satisfied. If regulatory certification is required, 60 to 90 days is more realistic. For products with straightforward inspection requirements, 30 days is usually sufficient. The document should include both a supplier compliance deadline and a buyer response deadline after the supplier notifies completion, so neither party is left waiting indefinitely.\n",{"question":421,"answer":422},"Do I need a separate NDA if this document has a confidentiality clause?","If the preliminary acceptance includes a well-drafted mutual confidentiality clause covering all information exchanged during the evaluation period, a separate NDA is generally not required for the same transaction. However, if the parties began sharing information before the preliminary acceptance was signed, a retroactive NDA or a confidentiality clause with a backdated effective date may be needed to cover that earlier period. Consider whether any third parties — such as freight forwarders or testing labs — also need to be bound by confidentiality obligations.\n",{"question":424,"answer":425},"What happens if the supplier fails to meet the conditions by the deadline?","If the document is properly drafted, the buyer is entitled to issue a written rejection and the preliminary acceptance terminates without any purchase obligation on the buyer's side. The buyer should act promptly and in good faith — a buyer who ignores the deadline or continues requesting samples after it passes may be found to have waived the condition or impliedly extended the acceptance period. Always issue rejection in writing and retain a copy with a timestamp.\n",{"question":427,"answer":428},"Should both parties sign this document?","Yes. Both the buyer and the supplier should sign the preliminary acceptance for it to be enforceable as a bilateral agreement. A document signed only by the buyer functions as a unilateral letter of intent and may not bind the supplier to keep the product available, maintain pricing, or satisfy the stated conditions. Mutual signatures also establish that both parties reviewed and agreed to the conditions and timelines, which matters significantly if a dispute reaches arbitration or court.\n",[430,434,438,442,446,450],{"industry":431,"icon_asset_id":432,"specifics":433},"Retail and Consumer Goods","industry-retail","Retail buyers use preliminary acceptance to approve new supplier product lines before committing to shelf space, with conditions covering packaging compliance, labeling standards, and minimum order quantities.",{"industry":435,"icon_asset_id":436,"specifics":437},"Manufacturing and Wholesale","industry-manufacturing","Distributors and OEM buyers use this document to conditionally approve component suppliers, with conditions tied to ISO certifications, material conformance testing, and factory audit results.",{"industry":439,"icon_asset_id":440,"specifics":441},"E-commerce and Marketplace Selling","industry-ecommerce","Online resellers and marketplace aggregators use preliminary acceptance to vet new product suppliers before creating listings, with conditions covering product photography standards, hazmat compliance, and return policy alignment.",{"industry":443,"icon_asset_id":444,"specifics":445},"Food and Beverage","industry-food-beverage","Grocery buyers and distributors require preliminary acceptance with conditions tied to FDA or CFIA registration, nutrition label approval, allergen declarations, and shelf-life certifications before committing to a listing.",{"industry":447,"icon_asset_id":448,"specifics":449},"Healthcare and Medical Devices","industry-healthtech","Medical product resellers require CE marking, 510(k) clearance, or Health Canada authorization as conditions precedent, along with product liability insurance minimums, before any preliminary acceptance is granted.",{"industry":451,"icon_asset_id":452,"specifics":453},"Technology and Electronics","industry-saas","Technology resellers and VAR channels use preliminary acceptance to approve hardware or peripherals subject to FCC or CE compliance certification, firmware version approval, and warranty pass-through confirmation.",[455,458,460,464],{"vs":90,"vs_template_id":456,"summary":457},"distribution-agreement-D157","A distribution agreement is a comprehensive, long-form contract establishing the full terms of an ongoing resale relationship — territory, exclusivity, minimum purchase commitments, marketing obligations, and termination rights. A preliminary acceptance is a short-form document used before the distribution agreement is negotiated, confirming the product meets initial requirements. The preliminary acceptance comes first; the distribution agreement follows once both parties are ready to commit.",{"vs":104,"vs_template_id":231,"summary":459},"A purchase order is a binding commercial document committing the buyer to a specific quantity, price, and delivery date. A preliminary acceptance explicitly avoids creating that commitment — it conditionally approves the product but defers any purchase obligation to a future purchase order. Using a purchase order before product conditions are verified exposes the buyer to acceptance of non-compliant goods.",{"vs":461,"vs_template_id":462,"summary":463},"Letter of Intent","letter-of-intent-D13226","A letter of intent expresses a general intention to enter into a future agreement and is typically non-binding on its core commercial terms. A preliminary acceptance of product for resale is more specific and operationally focused — it targets a defined product, sets measurable acceptance conditions, and creates enforceable confidentiality and indemnification obligations even before the main agreement is signed. LOIs are broader; preliminary acceptances are narrower and more actionable.",{"vs":120,"vs_template_id":465,"summary":466},"supply-agreement-D13270","A supply agreement governs an ongoing relationship between a buyer and a supplier for the recurring purchase of goods at agreed pricing and terms. It assumes the product has already been approved. A preliminary acceptance precedes the supply agreement, serving as the mechanism by which that approval is formally documented and conditioned before the long-term supply commitment is made.",{"use_template":468,"template_plus_review":472,"custom_drafted":476},{"best_for":469,"cost":470,"time":471},"Small businesses and independent resellers approving straightforward consumer goods from domestic suppliers with standard compliance requirements","Free","30–60 minutes",{"best_for":473,"cost":474,"time":475},"Importers, distributors handling regulated products, or resellers with cross-border supplier relationships where product liability exposure is material","$300–$700","2–4 days",{"best_for":477,"cost":478,"time":479},"Enterprise retail buyers, medical device or food resellers, or situations involving complex IP, significant financial exposure, or multi-jurisdiction compliance requirements","$1,500–$4,000+","1–3 weeks",[481,486,491,496],{"code":482,"name":483,"flag_asset_id":484,"note":485},"us","United States","flag-us","US courts apply the Uniform Commercial Code (UCC) Article 2 to contracts for the sale of goods, which may imply acceptance, rejection, and revocation rights even when the written agreement is silent. Courts in several states have found that a signed preliminary acceptance created an implied obligation to deal in good faith, which can limit a buyer's right to walk away without cause. State product liability laws vary significantly — California, New Jersey, and New York impose strict liability standards that make supplier indemnification clauses especially important.",{"code":487,"name":488,"flag_asset_id":489,"note":490},"ca","Canada","flag-ca","Canadian provincial Sale of Goods Acts govern product transactions and imply conditions of merchantability and fitness for purpose that supplement the written agreement. Quebec's Civil Code applies different contract formation principles than common-law provinces — a preliminary acceptance executed with a Quebec supplier should be reviewed for compliance with Civil Code requirements. Consumer protection legislation in Ontario, Quebec, and British Columbia may impose additional disclosure obligations when the ultimate end-buyer is a consumer.",{"code":492,"name":493,"flag_asset_id":494,"note":495},"uk","United Kingdom","flag-uk","The UK Sale of Goods Act 1979 and the Consumer Rights Act 2015 imply terms of satisfactory quality and fitness for purpose into contracts for the sale of goods. Post-Brexit, CE marking is no longer sufficient for UK market access — products may require UKCA marking depending on the category. The Unfair Contract Terms Act 1977 limits the ability of parties to exclude liability for negligence or fundamental breach, which can affect indemnification clauses in this document.",{"code":497,"name":498,"flag_asset_id":499,"note":500},"eu","European Union","flag-eu","EU product safety directives and CE marking requirements are conditions precedent that should be explicitly listed in the acceptance conditions for any product sold into the EU market. GDPR applies if any personal data — such as end-customer contact information — is shared between supplier and reseller in connection with the transaction. Member state contract law varies: German law (BGB) and French civil law each imply good-faith dealing obligations that can override purely bilateral contractual terms, making governing law selection especially consequential.",[228,231,249,234,246,502,238,503,504,505,505,506],"letter-of-intent_acquisition-of-business-D5197","vendor-agreement-D13292","product-launch-plan-D12799","sales-invoice-D383","service-agreement-D12711",{"emit_how_to":193,"emit_defined_term":193},{"primary_folder":99,"secondary_folder":509,"document_type":510,"industry":511,"business_stage":512,"tags":513,"confidence":519},"sales-and-purchase","agreement","general","growth",[514,515,516,517,518],"resale","product-acceptance","distribution","buyer-seller","channel-partner",0.85,"\u003Ch2>What is a Preliminary Acceptance of Product for Resale?\u003C/h2>\n\u003Cp>A \u003Cstrong>Preliminary Acceptance of Product for Resale\u003C/strong> is a signed legal document in which a buyer, retailer, or distributor formally confirms that a supplier's product has passed an initial evaluation and is approved — subject to stated conditions — for inclusion in their resale channel. It occupies the critical gap between a first product review and a fully negotiated supply or distribution agreement, giving both parties a written record of the approval, the conditions that must still be met, and the timeline for final commitment. Unlike a letter of intent, it is operationally specific: it names the product by SKU, lists measurable acceptance conditions, allocates product liability during the evaluation period, and sets a deadline by which the supplier must comply and the buyer must decide.\u003C/p>\n\u003Ch2>Why You Need This Document\u003C/h2>\n\u003Cp>Without a preliminary acceptance document, the evaluation period between product review and first purchase order is legally uncharted territory — and that gap creates real risk for both sides. Suppliers who share cost structures, formulations, or proprietary specifications during informal negotiations have no confidentiality protection if the deal falls through. Buyers who signal approval verbally or by email — and then walk away — have faced claims for lost profits and production costs under implied contract theories in US and Canadian courts. A signed preliminary acceptance closes both exposures: it documents exactly what was approved, on what conditions, and for how long, so that neither party is left guessing about their obligations. It also creates the paper trail that banks, auditors, and supply chain compliance teams expect to see before a new vendor relationship is entered into the buyer's approved supplier register.\u003C/p>\n",1781185984732]