A distribution agreement is a legal agreement between a supplier of goods and a distributor of goods. The supplier may be a manufacturer, or may itself be a distributor reselling another's goods.
Distribution agreements may be categorised as either exclusive or non-exclusive. As well as drafting bespoke agreements for clients, we supply downloadable template versions of both types:
In an exclusive distribution agreement, the supplier will grant to the distributor exclusivity over a particular territory and/or product line and/or sales channel. The usual quid pro quo for exclusivity will be some kind of performance obligations.
Distribution agreements often incorporate terms and conditions of supply, sometimes in the body of the agree and sometimes as a schedule or annex to the agreement. These should cover all the nitty-gritty concerning supplies, including the delivery of goods, the transfer of risk in and title to the goods, inspection requirements, returns, and so on.
Distribution agreements can fall foul of competition law, and some care should therefore be taken with their drafting.
Common issues to consider when drafting an distribution agreement are:
Informal arrangements often lead to misunderstandings. The process of creating and negotiating a contract helps to ensure that the parties really do agree upon the terms of the deal. Equally important, where something does go wrong, a written agreement will usually help.
The following individuals have expertise in distribution contracts and the associated legal issues:
Get a quote for the drafting/negotiation of a distribution agreement by completing and submitting this form:
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