Distribution Agreement - Manufacturer's Version

This Distribution Agreement - Manufacturer's Version regulates and records the relationship between a manufacturer (i.e. the supplier) and its distributor where the manufacturer is appointing the distributor to resell the manufacturer's product/s into a particular territory.  

The data protection provisions in this document have been updated with reference to the UK GDPR.

The template can be used whether you are appointing the distributor on an "exclusive" or "sole" or "non-exclusive" basis. Footnotes explain how to edit the document to cover the option you require. In short you will need to state which option you require in Recital A, Clause 2.1 and Clause 2.3, and then you will need to include all of Clause 2.3 to make the appointment "exclusive", or delete all of Clause 2.3 to make it "non-exclusive", or include all of Clause 2.3 except for Sub-Clause 2.3.3 to make it "sole".  

This template is only suitable for use where both parties are based and operate in the UK, and delivery of products by the manufacturer to the distributor, and by the distributor to its customer, is only in territory comprising (all or part/s of) the UK.

The template is designed to favour the manufacturer/supplier of the product. As such it provides strong legal protection for the manufacturer, and it also allows the manufacturer to set minimum targets to the distributor. A version of this Distribution Agreement which favours the Distributor is also available.

The document contains clauses and a schedule concerned with training and services to be provided by the Manufacturer to the Distributor. These provisions may not be relevant if the products being distributed are, for example, consumables etc. and they can be removed if they are not appropriate.

This Distribution Agreement - Manufacturer's Version contains the following clauses:

1. Definitions and Interpretations
2. Appointment
3. Supply of the Products
4. Minimum Targets     
5. Distributor's Obligations
6. Conditions of Sale
7. Services
8. Support and Training
9. Trademarks and Packaging
10. Payments and Records
11. Duration and Termination
12. Effects of Termination
13. Confidentiality
14. Liability
15. Indemnity
16. Force Majeure
17. Data Protection
18. Nature of the Agreement
19. Costs
20. Notices and Service
21. Relationship of the Parties
22. Set off
23. Arbitration
24. Applicable Law and Jurisdiction

and Schedules:

1. Products

2. Minimum Targets

3. Prices

4. Trade Marks

5. Services

6. Privacy notices

7. Minimum Reordering Quantities

This document is in open format. Either enter the requisite details in the highlighted fields or adjust the wording to suit your purposes.

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