Export marketing agency agreement: sale of goods; agent carries stock

This contract is for use by a manufacturer or retailer that wishes to enter into an arrangement (or to formalise an existing relationship) with a sales agent located outside the UK. More than just handling the local marketing, the agent may also arrange import, ensure local regulations are met, hold stock, take payment from end customers and arrange delivery of the goods.
Suitable for use in: England & Wales and Scotland
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About this document

This is an agency contract for use by any business that wishes to expand abroad by using local agents that can arrange the logistics of import and delivery, have stock storage facilities and possibly means of taking payment.

The precise arrangement can be tailored within the document. Important to the suitability of this agreement is that the agent holds stock of your product.

There are options for all aspects of importation: delivery, transport, insurance, regulations, duties.

The agent may collect sales revenue and bank it locally, or you might collect it as you would do in the UK.

There may be a fine line between a distribution arrangement and one of agency. The only fundamental difference is that the distributor buys from you to sell on, while the agent sells goods to which you retain title.

In this document we have provided crisp, no-nonsense alternative scenarios that will work in practice, but you will have to edit out the options not required.

This contract is suitable for a wide range of businesses, but detailed requirements of exactly how you will work together are for you to choose. You may have a technology or design business where intellectual property rights protection is vital but importation is simple, or you may be selling a traditional food product that requires the agent to acquire licences to sell for you and special storage conditions.

Key features

  • the goods are sold outside the UK, but agent may be in the UK or abroad
  • optional strong protection of intellectual property rights
  • agent paid on a commission basis
  • many options for the level of involvement of each agent in dealing with local regulations and customs duties

The law in this agreement

We have taken account of the Commercial Agents (Council Directive) Regulations 1993. They apply only to an individual agent, not to a company.

Other law is basic contract law, leaving you largely to make what contract you wish.


  • Definitions and interpretation
  • Formation and description of agreement
  • Terms of appointment
  • Commission payment procedure
  • Compliance and regulation
  • Delivery and transportation
  • Products defective or not as ordered
  • Management of stock in agent’s hands
  • Many options for agent’s obligations
  • Marketing plans and reports
  • Products recall
  • Risk and retention of title
  • Termination and what happens after that
  • Intellectual property and confidential information
  • Assignment and sale of business or change of control
  • Many other strong provisions

This document was written by a solicitor for Net Lawman. It complies with current English law.

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