Consignment and distribution agreement

Distributor version
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Document overview

This is an agreement for a distributor who operates a turnkey marketing business, importing goods from many manufacturers on a consignment basis.
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  • England & Wales
  • Scotland
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  • Length:24 pages (9050 words)
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About this document

This is a comprehensive agreement for use by an importer or distributor of any physical product who wishes to set the terms with his supplier. The goods could be of any type, sourced from any country.

We assume that you will want a high level of control over the arrangement, such as deciding which products to take, what prices to charge, which sales channels to use and how the relationship with the supplier or manufacturer will be managed.

Stock is held on a consignment basis - the manufacturer or supplier is paid only when units are sold. Title and returns are covered in detail.

Concessions to the supplier are largely limited to basic provisions without which a sensible supplier would refuse to sign.

The contents of this agreement could be negotiated for a large deal. However, the document is most likely to be used as standard terms and conditions, to which any supplier must sign if he or she wishes to work with the distributor.

The document is suitable for any type of physical goods, but it may be necessary to add product specific terms for some products - for example food, medical products, software products, and products requiring special storage or security.

We provide many commercial and legal options. There are over 200 provisions in the document supported by over 3,000 words of notes, including those supplied in a separate document. Our use of plain English, our business understanding and thorough care help you to write the perfect document for your business.

Similar documents

This is a document contains terms that are more favourable to the distributor. The merchant version contains provisions that favour a manufacturer or supplier instead.

shorter version of the agreement above that can be edited to favour either side.

If the product is a recognised brand, or contains high value intellectual property, our agreement for a high brand value product contains provisions for the protection of the manufacturer's IP.

The law relating to this document

The law relating to this agreement is largely common law, not statute law. That means you have great freedom to make your own deal.

If the distributor operates outside of the UK, there may be additional local laws that must be complied with. We assume that the distributor will take responsibility for all aspects of compliance with local law, whether relating to the product, the customer, importation or duties and taxes.


This agreement includes the following:

  • Basic terms
  • Warranties by merchant
  • Appointment of distributor
  • Liaison
  • Consignment stock management
  • Compliance and regulation
  • Delivery and transportation
  • Price and purchase procedure
  • Payment terms
  • Fees for additional services
  • Stock loss and damage
  • Returns and products defective or not as ordered
  • Right to return stock to merchant
  • Marketing arrangements
  • Stock records
  • Products recall
  • Distributor's reports
  • Disclaimers and limitation of liability
  • Compliance and regulation
  • Mutual indemnities
  • Assignment and change of control
  • Confidential information
  • Intellectual property
  • Duration and termination
  • Other important legal provisions
Sample consignment and distribution agreementSample page from the consignment and distribution agreement

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