Distribution Agreement Template for England and Wales

A Distribution Agreement sets out the legal terms between a supplier who makes or owns products and the distributor who will sell them to customers. It covers how the distributor can market and sell the products, which territories they can operate in, and what targets they need to meet. In England and Wales, these agreements often include specific competition law compliance elements to satisfy UK and EU regulations.

The agreement protects both parties by clearly defining pricing structures, minimum purchase requirements, intellectual property rights, and quality standards. It also outlines important practical details like delivery terms, payment conditions, and what happens if either party wants to end the relationship. Most UK distributors will need these agreements to establish their rights to sell branded products within specific regions.

Use a Distribution Agreement when you're ready to let another company sell your products to customers. This becomes essential if you're expanding into new markets but don't want to set up your own sales operation. It's particularly important in England and Wales when working with distributors who will handle EU trade, as it helps navigate post-Brexit regulatory requirements.

The agreement becomes crucial when you need to protect your brand reputation, control how your products are sold, or maintain specific quality standards. It's also vital when setting up exclusive distribution territories, establishing minimum purchase volumes, or creating complex pricing structures. Many UK manufacturers use these agreements when expanding from direct sales to working with independent distributors.

• Distribution Agreement Contract: Standard template covering basic distribution rights and obligations, ideal for straightforward supplier-distributor relationships
• Exclusive Dealer Agreement: Grants sole distribution rights in specific territories, offering stronger market protection
• Distribution And Licensing Agreement: Combines product distribution with intellectual property rights, suitable for branded or patented products
• Agreement Between Supplier And Distributor: Detailed version focusing on supply chain specifics and performance metrics
• Distribution Deal Contract: Simplified format for short-term or project-specific distribution arrangements

• Manufacturers/Suppliers: Companies that make or own products and want to expand their market reach without direct sales operations
• Distributors: Businesses that buy products to resell them, often adding value through local market knowledge and existing customer relationships
• Commercial Solicitors: Legal professionals who draft and review Distribution Agreements to ensure compliance with UK competition law
• Sales Directors: Key decision-makers who negotiate terms and oversee distribution strategy
• Compliance Officers: Internal specialists who monitor adherence to territory restrictions and trading standards
• Finance Teams: Staff who manage pricing structures, payment terms, and financial reporting requirements

• Business Details: Gather full legal names, addresses, and company registration numbers for all parties
• Product Information: List all products covered, including specifications, pricing structures, and minimum order quantities
• Territory Rights: Define exact geographical areas where distribution is permitted under UK competition laws
• Performance Targets: Set clear sales objectives, marketing requirements, and reporting schedules
• Commercial Terms: Outline payment terms, delivery conditions, and warranty obligations
• Exit Strategy: Plan termination conditions, notice periods, and stock disposal arrangements
• Quality Control: Specify storage requirements, handling procedures, and product standards

• Parties & Definitions: Full legal names, roles, and key terms clearly defined
• Territory Rights: Specific geographical areas and any exclusivity arrangements
• Product Details: Comprehensive list of products, specifications, and pricing structures
• Term & Termination: Duration, renewal options, and grounds for ending the agreement
• Performance Obligations: Sales targets, marketing requirements, and reporting duties
• Intellectual Property: Usage rights for trademarks, logos, and marketing materials
• Governing Law: Explicit statement choosing English law and jurisdiction
• Data Protection: GDPR compliance measures and data handling procedures

A Distribution Agreement differs significantly from an Agency Agreement, though both involve selling products. The key distinctions lie in how products are handled and who bears the commercial risk.

• Ownership and Risk: Distributors buy products outright and resell them, taking on inventory risk. Agents never own the products; they simply facilitate sales on behalf of the principal
• Pricing Control: Distributors set their own selling prices and profit margins. Agents must follow the principal's pricing structure and earn commission
• Legal Relationship: Distributors operate as independent businesses under contract law. Agents have fiduciary duties to their principal under agency law
• Tax Treatment: Distributors handle VAT on sales independently. Agents' commission is typically subject to different tax treatment
• Liability: Distributors are liable for product issues to end customers. Agents generally aren't liable for product performance