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Distribution Agreement

Distribution Agreement
Our Price:  $30.00(Exc. 20% VAT)

This pack contains a detailed long-form non-exclusive distribution agreement and a simpler standard-form non-exclusive distribution agreement.

A distributor is a company appointed to distribute the products of a manufacturer or other supplier on an ongoing basis, usually in respect of a particular market or markets. Distributorships form the basis of much national and international trade in goods.

These distribution agreements have been designed for use in the situation where the distributor will not have any form of exclusivity in the market in question - i.e. non-exclusive distributorships. Accordingly, the supplier may continue to distribute its own products in the marketplace, and may appoint other third party distributors in the market.

Two different agreements are provided in this pack:

  • non-exclusive distribution agreement (standard-form); and
  • non-exclusive distribution agreement (long-form).

Both agreements cover the key issues, including the following.

  • Territories: within what area is the distributor appointed to distribute the products?
  • Delivery, risk and title: how will the products be delivered to the distributor, who will be responsible if they are damaged or lost in transit, and when does the distributor gain ownership of the products?
  • Warranties: to what extent does the supplier warrant the quality of the products being supplied, their compliance with local regulations, and so on?

You will need to check whether any applicable law affects the legality and enforceability of the restrictions in the template on the distributor, in particular the restrictions on the distribution of products by the distributor outside the designated territory.

The standard-form agreement is 20 pages long, while the long-form agreement is 27 pages long. The documents are made available to download from this website, immediately following purchase, in a zip file containing Microsoft Word (.docx) files.

Are the distribution contracts designed for distributorships granted in a particular area?

Yes. A definition of the "territory" is used throughout the documents. Of course, the territory is not exclusive to the distributor.

Do the contracts include performance obligations on the distributor?

The contracts include a general obligation for the distributor to use reasonable endeavors to market, distribute and sell the products. They also include a range of specific obligations, covering such matters as: (i) maintenance of stocks; (ii) maintenance of premises; and (iii) maintenance of trained personnel. They do not however include sales targets.

What happens where the supplier gives the distributor credit, and payment is late?

As well as being in breach of contract, the distributor may be liable to pay defined interest on the overdue amount.

Can't find the answer to your question? Then please ask.