Distribution agreement template
A distribution agreement appoints a business to buy a supplier's goods and resell them in an agreed territory. It covers whether the distributor is exclusive, how orders, delivery and prices work, any minimum purchases, and what happens to stock when the agreement ends. A supplier uses one for each distributor, with the products, prices and territory in schedules.
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What changes each time
16 values. Everything else is your wording, kept exactly.
The parties
- Date of this agreement
- Supplier's company name, number and registered office
- Distributor's company name, number and registered office
The appointment
- Territory of appointment
- Exclusive or non-exclusive
- Reserved accounts
Orders and delivery
- Delivery terms
- Order lead time in days
- Payment days
Term and liability
- Initial period
- Notice period
- Liability cap
- Sell-off period for stock
Products and minimums
- Product code and description
- Price to distributor
- Minimum purchase per year
The rules it usually needs
Written in plain English when the template is set up.
- One of several wordings
“Appoint the distributor as exclusive or non-exclusive.”
The appointment clause reads as the chosen option.
- Only when…
“Include the exclusivity clause only when the distributor is exclusive”
The clause stopping the supplier appointing others in the territory appears, with an optional exception for reserved accounts.
- One of several wordings
“For a non-exclusive appointment, say that the supplier may appoint others and sell itself.”
The non-exclusive wording appears instead of the exclusivity clause.
- One of several wordings
“Deliver ex works, deliver to the distributor's warehouse, or use an Incoterm and named place.”
The delivery clause reads as the chosen option.
- Only when…
“Include the minimum purchases clause only when the distributor is exclusive”
The clause appears, with the percentage of the minimum below which the supplier may end exclusivity.
- Only when…
“Include a restriction on competing products only when it is agreed”
The clause appears, limited to five years from the date of the agreement.
- One of several wordings
“Limit liability to the price of products bought in the period, or to a fixed sum.”
The liability clause reads as the chosen option.
- One of several wordings
“Run for an initial period then until notice, or for an indefinite period until notice.”
The term clause reads as the chosen option.
- Only when…
“Include the supplier's right to end for missed minimums only when the distributor is exclusive with minimum purchases”
The clause appears with the notice period and percentage.
- One of several wordings
“Let the supplier buy back remaining stock at the price paid, or leave stock with the distributor to sell off.”
The end-of-agreement clause reads as the chosen option.
- Once for each item
“One row for each product in the schedule.”
The schedule gets a row per product with its code, description, price and (if exclusive) minimum.
- Only when…
“Include the reserved territories and accounts list only when the distributor is exclusive”
The list appears in Schedule 2.
Questions people ask
What is a distribution agreement?
A contract under which a supplier sells goods to a distributor, who resells them in an agreed territory. The distributor buys the goods and carries the resale risk.
What is the difference between a distributor and a reseller?
In ordinary use they are close. A distributor usually handles physical goods and stock; a reseller often sells software or services. DocuWeave has a separate reseller agreement for software and IT services.
Does the distributor have to be exclusive?
No. The agreement supports exclusive and non-exclusive appointments, and the exclusivity clauses appear only when you choose exclusive.
Can a supplier stop a distributor selling competing products?
The agreement has an optional clause for this. It lasts for no more than five years and ends with the agreement.
Can a supplier set the distributor's resale prices?
The agreement deals with resale prices, and competition law limits how far a supplier can go. You should check the clause before relying on it.
Use this template
It opens in DocuWeave as a template you can check, change and publish. Nothing is used until you do.