Sales Distribution Agreement for the United Kingdom

Sales Distribution Agreement Template for England and Wales

A Sales Distribution Agreement is a legally binding contract under English and Welsh law that establishes the relationship between a supplier/manufacturer and a distributor. It outlines the terms and conditions under which the distributor may sell and distribute the supplier's products within a defined territory. The agreement covers crucial aspects such as pricing, minimum purchase requirements, intellectual property rights, and termination provisions, while ensuring compliance with UK competition law and relevant regulatory requirements.

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What is a Sales Distribution Agreement?

The Sales Distribution Agreement is essential for businesses looking to expand their market reach through third-party distributors in England and Wales. This document establishes the framework for a commercial relationship where one party (supplier/manufacturer) grants another party (distributor) the right to sell and distribute its products. It includes critical provisions about territory rights, pricing structures, performance expectations, and brand protection. The agreement must comply with English and Welsh law, including the Commercial Agents Regulations and Competition Act, while protecting both parties' interests and providing clear operational guidelines.

What sections should be included in a Sales Distribution Agreement?

1. Parties: Identification and details of the supplier/manufacturer and distributor

2. Background: Context of the agreement and basic commercial understanding

3. Definitions: Key terms used throughout the agreement

4. Appointment and Territory: Scope of distribution rights and geographic limitations

5. Supply of Products: Terms of supply, ordering process, and delivery

6. Prices and Payment: Pricing structure, payment terms, and invoicing

7. Obligations of the Distributor: Distributor's key responsibilities and commitments

8. Obligations of the Supplier: Supplier's key responsibilities and commitments

9. Intellectual Property: Usage rights and protection of trademarks and other IP

10. Term and Termination: Duration and termination provisions

11. Governing Law and Jurisdiction: Applicable law and dispute resolution

What sections are optional to include in a Sales Distribution Agreement?

1. Non-Compete: Restrictions on competing activities - used for exclusive distribution arrangements

2. Marketing and Promotion: Marketing obligations and guidelines - used when distributor has specific marketing responsibilities

3. Training: Product training requirements - used for technical or complex products

4. Minimum Purchase Requirements: Minimum order quantities or values - used when supplier requires volume commitments

5. Data Protection: GDPR and data handling requirements - used when personal data is processed

What schedules should be included in a Sales Distribution Agreement?

1. Product List: Detailed list of products covered by the agreement

2. Price List: Current pricing structure and any volume discounts

3. Territory Map: Detailed definition of geographic territory

4. Service Level Agreement: Specific performance metrics and standards

5. Marketing Guidelines: Brand usage and marketing requirements

6. Technical Specifications: Product specifications and requirements

Authors

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Jurisdiction

England and Wales

Publisher

Genie AI

Document Type

Sale Agreement

Cost

Free to use
Relevant legal definitions
Clauses
Industries

Commercial Agents (Council Directive) Regulations 1993: Key legislation governing relationships with commercial agents, including rights, obligations, and compensation upon termination. Essential if the distributor acts as a commercial agent.

Competition Act 1998: Ensures compliance with competition law, particularly regarding vertical agreements and restrictive practices. Must be considered in alignment with EU retained law post-Brexit.

Sale of Goods Act 1979: Primary legislation governing sale of goods, including implied terms about quality, fitness for purpose, and defining rights and remedies in sales transactions.

Supply of Goods and Services Act 1982: Legislation governing any services aspects within the distribution arrangement, complementing the Sale of Goods Act.

Consumer Rights Act 2015: Critical legislation when distribution involves consumer sales, affecting terms that can be passed down the supply chain.

Contract Law Principles: Fundamental legal principles including offer, acceptance, consideration, and intention to create legal relations.

Trade Marks Act 1994: Intellectual property legislation protecting trademarks and brand rights in distribution relationships.

Copyright, Designs and Patents Act 1988: Protection of intellectual property rights including copyright, designs, and patents that may be involved in distribution.

UK GDPR and Data Protection Act 2018: Legislation governing the handling and protection of customer and business data in distribution operations.

Import/Export Regulations: Post-Brexit trading rules, international trade terms, and customs requirements affecting distribution across borders.

Product Safety and Metrology Regulations: Regulations ensuring product safety standards, including CE/UKCA marking requirements and sector-specific safety regulations.

Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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