Distribution Agreement

Appoint a distributor to buy and resell your products in a territory, on an exclusive, sole or non-exclusive basis.

Editable Word document
16
10pages
Guidance notes included
aml consultancy solutions

Contracts & terms

Distribution Agreement

About this document

What it’s for

An agreement appointing a distributor to buy your products and resell them, in its own name and for its own profit, in a defined territory or to defined customers. It covers the type of appointment, sales restrictions, marketing duties, purchase targets, pricing, trade marks, quality and termination. A distributor buys the goods and takes the resale risk; if your intermediary will only find customers for you, use this pack’s Agency Agreement instead.

When to use it

  • Appointing a wholesaler, retailer or overseas partner to sell your products in a region or country
  • Granting a distributor exclusivity in return for minimum purchase commitments
  • Formalising an existing informal reselling arrangement

What’s inside

The document is laid out in the sections below. Each one comes with a plain-English guidance note explaining what it does and what to change.

  1. Definitions and interpretation
  2. Appointment
  3. Territory and sales
  4. Distributor’s obligations
  5. Non-competition
  6. Supplier’s obligations
  7. Orders, delivery, title and risk
  8. Prices and payment
  9. Minimum Purchase Targets
  10. Trade marks and intellectual property
  11. Product quality, warranties and recalls
  12. Confidentiality and data protection
  13. Liability and insurance
  14. Competition law compliance
  15. Term and termination
  16. Consequences of termination
  17. General
  18. Governing law and disputes

Also included

  • Step 1 – Market shares
  • Step 2 – Avoid hardcore restrictions
  • Step 3 – Check excluded restrictions
  • Step 4 – Special situations
  • Schedule 1 – Products
  • Schedule 2 – Territory, Customer Groups and online standards
  • Schedule 3 – Prices and discounts
  • Schedule 4 – Minimum Purchase Targets and stock
  • Schedule 5 – Trade Marks

How to complete it

  • Read the competition law guidance at the start of the document before you choose the type of appointment and any sales restrictions
  • Choose exclusive, sole or non-exclusive appointment in clause 2
  • Complete the Schedules: Products, Territory and Customer Groups, Prices and Discounts, Minimum Purchase Targets and Trade Marks
  • Choose the term and termination notice periods in clause 15, and the stock buy-back option in clause 16

Key points to check

  • Never fix or set minimum resale prices – this is a serious breach of competition law
  • Do not ban the distributor from responding to unsolicited customers outside its territory, or from selling online
  • A non-compete must not last longer than five years (or be indefinite) to benefit from the block exemption

Our templates are professionally structured starting points for UK businesses, not legal advice. For anything complex, unusual or high-value, have your final version checked by a solicitor.

Included in the pack

Contracts & terms

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Editable Microsoft Word files

Guidance notes in every document

Written for UK businesses

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