Distribution / Reseller Agreement

What this is

A distribution, dealership or reseller agreement between a supplier or brand and the party that sells its products - territory, exclusivity, pricing and margins, minimum purchase or sales targets, ordering and delivery, stock and returns, warranty and after-sales, brand use and marketing, reporting, non-compete and termination - drafted for either side. It is for manufacturers, importers and brands and for distributors, dealers, stockists and resellers. Our panel advocate drafts and reviews the agreement and delivers it signed on letterhead; stamping is a separate step we explain.

What you get

A distribution or reseller agreement drafted, reviewed and signed by our panel advocate on letterhead, covering the parties, appointment and territory, exclusivity and its conditions, products and their addition or withdrawal, pricing, discounts, credit and payment terms, ordering, delivery and title, minimum targets and consequences, stock, returns and expiry, warranty, defects and after-sales, brand and trade mark use, marketing and promotional support, reporting and audit, online sales and pricing rules within competition law, confidentiality, non-compete, term, termination and the treatment of stock and receivables on exit, indemnity and dispute resolution. Delivered ready for execution, with a note on stamp duty. Stamp duty is not included.

How it works

1. 1Tell us the arrangementWho supplies what to whom, territory, exclusivity, margins and targets. Upload the term sheet or the other side's draft.
2. 2Confirm the commercial termsPricing, credit, targets, returns, warranty and term.
3. 3Answer the advocate's questionsWhether the brand is registered, whether pricing rules are being imposed, what happens to stock on exit, and whether online sales are covered.
4. 4PayPay the fee.
5. 5Advocate drafts and signsOur panel advocate drafts the agreement and signs it on letterhead.
6. 6Agreement is deliveredYou receive the agreement for execution, with the stamping note.

What to have ready

• Term sheet, proposal or the other side's draft (if you have it)If any.
• ID and PAN of every partyAadhaar and PAN of each person signing; incorporation documents if an entity.
• Authority letter or board resolution (if you have it)If signing for a company or firm.
• Trade mark registration certificate of the brand (if you have it)If registered.
• Price list and product list (if you have it)Current.
• Existing distribution agreement (if you have it)If replacing one.
• Product licences or registrations (if you have it)If regulated goods.

What this is based on

• Contract Act 1872 (1872)
• Competition Act 2002 (2002)
• Sale of Goods Act 1930 (1930)
• CGST/IGST Acts 2017. (2017)