The firm prepares a variety of agreements dealing with the importation and distribution of beverage alcohol throughout the United States. The agreements are tailored to our clients specific needs which include among the following: minimum sales goals, marketing and funding, product formulation and compliance, terms of sales, intellectual property, franchise law issues.


Below is a general checklist covering foreign supplier concerns when considering an import arrangement.

  • The supplier appointed should specify whether the importer is appointed exclusively or non-exclusively.

  • Importer should provide that it is licensed to import and distribute the alcoholic beverages provided to the territory specified.

  • A specified geographic territory should be reviewed and if the importer is non-exclusive the supplier should direct that the importer will not sell outside its area or sell to another distributor who will in turn sell outside its area.

  • Duration - Generally, the agreements are anywhere from one to several years, which can either be renewed on an automatic basis or renewed if the supplier actively provides for written renewal.

  • Terms of payment - Discuss F.O.B. terms, exchange rate on the US dollar, payment within thirty to sixty days from date of shipment or based on irrevocable letter of credit. Also discuss the passage of title and risk of loss.

  • The contract should provide for distributor obligations including efforts to service the brand, maintaining licensing, cooperating with suppliers’ programs, maintaining inventory, furnishing inventory reports, product liability insurance and conforming to local regulations.

  • Most contracts have supplier obligations, care should be exercised as to any warranties of merchantability or liability.

  • Termination clause may be effected by specific state franchise laws which prohibit termination or cancellation or non-renewal without good cause. The terms of termination and the process of return of product must be reviewed.

  • Intellectual property - Generally, the importer has a non-exclusive right to use the intellectual property and must advise the supplier if issues arise.

  • Choice of law - Supplier must consider which law will govern and whether disputes will be resolved with an arbitration service or in court.

  • Miscellaneous restrictions such as termination of the contract if the importer is sold or if there is a change in key management or officers as well as whether supplier wishes to provide importer with a right of first refusal over any current or future products (addition to product line in the territory).




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