Distributor or Reseller Agreement (A117)

Who can use this  Reseller Agreement?

Any manufacturer or supplier of products can use this  agreement when appointing a reseller or distributor  in another country.   It can also be called a distributor agreement.

What is this  Reseller Agreement for?

The agreement establishes the contractual terms on which the principal (i.e. manufacturer or supplier) and the distributor/reseller  will do business.  It is particularly important to have a clear written agreement when each party to that agreement is based in a different country.

What are the main issues?

Orders & pricing. A distributor, unlike an agent, buys the principal’s products for resale in the in the distributor’s territory. So, the agreement needs a procedure for placing orders as well as the pricing – e.g. does the distributor get a discount on normal ex-works prices.  Payment terms are also important.

Terms of sale. Also, when reselling, the principal  may require the reseller to include some or all of the principal’s terms of sale.  But be careful, as  it is usually illegal for the principal to fix the price at which the reseller will offer the goods for sale.

Restrictions on a reseller modifying any goods or using the principal’s trademarks and intellectual property rights are also important.

Ending the agreement. There will normally be a termination clause which allows the principal to terminate if the reseller commits any breach of the agreement or does anything to harm the principal’s reputation.  And in the event of termination, the agreement may specify what happens to goods already ordered or in stock with the distributor.

What detailed terms does the Agreement contain?

It contains 7 pages with 9 main clauses including:

• the distributor’s appointment
• procedure for ordering products
• price and payment
• obligations of distributor
• intellectual property and patents
• confidentiality
• termination

This document favours the Ppincipal (the manufacturer). For an agreement favouring the distributor, see our document A118)

For more information on each of these sections, see our Explanatory Notes which you will  receive when you download the document from our website.

For information on signing documents see our Contract Signing page

When I download the document, can I change it and/or use it more than once?

Yes, all ContractStore’s templates are in MS Word and you can use the contract on more than one project. For more information, watch the video on this page of our website or see our FAQs

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