Distribution & Reseller Agreements

A distribution agreement typically involves a manufacturer or supplier granting rights to a distributor to sell their products in a particular geographic area or market segment. The agreement defines the details governing the relationship between the manufacturer and the distributor. A reseller agreement, on the other hand, involves a company (the reseller) purchasing products or services from a manufacturer or distributor and then reselling them to customers. This agreement outlines the terms of the resale and any restrictions or requirements set by the manufacturer or distributor.

Distribution and reseller agreements serve important purposes for both manufacturers (or suppliers) and distributors/resellers and both types of agreements are important in the business world to establish clear expectations and legal protections for all parties involved in the distribution and resale process.

What do you need to consider when engaging a distributor or reseller?

The resulting contract between a manufacturer (or supplier) and a distributor or reseller is a critical document that sets the foundation for their business relationship. Some key things to address include: exclusive rights and territory - clearly specifying if the distributor or reseller has exclusive rights and define the covered geographic area; pricing and payment - being transparent about the pricing details, discounts, payment terms, and any penalties for late payments; termination and transition - addressing the steps to ending the agreement and transitioning out of the partnership; liability and indemnification - clearly defining who is responsible for what and include clauses for mutual protection against legal claims; and dispute resolution - providing steps for resolving disagreements and specifying the applicable laws for interpretation.

Involving legal professionals in the drafting or review process is crucial to ensure the contract is legally sound and protective of both parties' interests. Regular reviews and updates are important to adapt to changing business conditions.

What do you need to consider when you are engaged as a service provider or contractor?

Many of the key considerations remain similar when being engaged as a distributor or reseller. However, the focus shifts from drafting the contract to carefully reviewing and negotiating the terms offered by the manufacturer or supplier. Your attention should be drawn to the exclusive rights and territory - is it clear whether you have exclusive rights and understand the geographic region covered by the agreement? Obviously understanding the pricing structure, available discounts, payment terms, and any penalties for late payments will be essential for you to. In addition to that it's also helpful to understand the procedures for terminating the agreement and transitioning from the partnership, as well as your responsibilities and ensuring both parties are protected from legal claims. Of course, nobody wants to end in a dispute but it's always handy to understand the process for resolving disputes and identifying the governing laws for interpretation in case a sticky situation arises throughout the relationship.

How can we help?

An effective distribution or reseller agreement addresses the needs of both parties, promotes a collaborative working relationship, and sets the stage for a successful partnership. We can help you clear your path to success.

In need of support from commercial contract lawyers in the UK? Get in touch with our team.

How to get started

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