Non Resale Agreement Template for Australia

A Non Resale Agreement is a legally binding contract that restricts your ability to resell purchased products, giving suppliers control over their distribution channels while complying with Australian commercial law. This document creates a contractual framework that balances your business needs with the supplier's brand protection and market control requirements under Australian competition regulations.

When do you need this document?

You need a Non Resale Agreement when purchasing products from manufacturers or suppliers who require distribution control. This commonly occurs in specialized industries like medical equipment, industrial machinery, or luxury goods where unauthorized resale could damage brand reputation or violate safety regulations. The agreement is essential when you're an authorized distributor, OEM partner, or commercial customer who needs products for internal use rather than retail sale. You'll also encounter this document when suppliers offer preferential pricing in exchange for resale restrictions, or when purchasing products that require specialized knowledge or certification for proper resale.

Key legal considerations

Your Non Resale Agreement must carefully navigate Australian competition law to avoid anti-competitive arrangements that could violate the Competition and Consumer Act 2010. The restrictions must be reasonable in scope, duration, and geographic coverage to comply with restraint of trade principles. You should ensure the agreement doesn't contain unfair contract terms under Australian Consumer Law, particularly if you're a small business dealing with larger suppliers. The document should clearly define what constitutes permitted use versus prohibited resale, including any exceptions for specific circumstances. Consider including dispute resolution mechanisms and termination clauses that protect your business interests while maintaining compliance with fair trading laws.

Legal requirements in Australia

Under Australian law, your Non Resale Agreement must comply with the Competition and Consumer Act 2010, which prohibits anti-competitive conduct and ensures fair trading practices. The agreement cannot create arrangements that substantially lessen competition in relevant markets, and any territorial or customer restrictions must be commercially justified. You must ensure the contract terms don't mislead or deceive under Australian Consumer Law, and that penalty clauses are proportionate and enforceable. The document should include proper dispute resolution procedures as required by Australian commercial law, and consider state-specific regulations that may apply to your industry. All parties must have the legal capacity to enter the agreement, and consideration must be adequate to create binding obligations under Australian contract law principles.