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Product ID: UK-MADdis01

(3 customer reviews)

This agreement has been written for a merchant or a manufacturer appointing a distributor who buys the goods and re-sells on his own account at home or abroad.

Although the document favours the merchant, it can be edited easily to favour the distributor.

We provide many options in areas that will be important to you such as:

  • Marketing by the distributor: obligations and reporting
  • Payment: terms, and optionally, credit arrangements
  • Process for product recall and defective goods
  • Warranties and service policies
  • Disclaimers and limitation of liability
  • Protection of intellectual property
  • Confidentiality
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Product ID: UK-MADdis09

Distribution agreement: short version

This is a shorter version of our standard distribution agreement. It has been drawn to prefer the interest of the manufacturer, importer or merchant.

Although referred to as short, it is a full version, protecting the merchant’s products, intellectual property and business and providing an excellent framework for this important relationship.

The document can be used for any business selling goods of any type - but does not cover export provisions.

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Product ID: UK-MADdis07

Distribution agreement: high brand value product

You are a manufacturer or importer, whose products have a high brand or intellectual property value. For example, you may produce or import FMCG, a branded consumer durable product, or a patent protected industrial product.

This document sets out the terms under which a distributor will work with you. It could be used to record a negotiated agreement with each distributor separately, but it is better used as a standard terms document, to which any merchant must sign.

The distributor is responsible for all aspects of compliance with local law, whether relating to the product, the customer, importation or duties and taxes.

The structure of the document is a “joined up” procedure taking in: order > acceptance > delivery > risk > title > payment > returns. The document also includes:

  • a complete set of licence terms to cover use of your intellectual property, and full trade mark protection
  • practical and legal provisions relating to: product recall, minimum sales requirement, marketing and reporting by the distributor

This is a comprehensive agreement. In all, there are over 200 provisions in the document supported by over 3000 words of guidance notes, including those supplied in a separate document.

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Product ID: UK-MADdis06

Consignment and distribution agreement: distributor version

This is a comprehensive agreement for use by a substantial distributor operating a turnkey marketing business in the UK or abroad.

Goods are bought on a consignment basis - that is, when the distributor sells them. The document covers title and returns in detail.

The terms of this contract could be negotiated deal by deal, but its best purpose is to use as a standard terms and conditions document, to which any supplier must sign if he wishes to use your services.

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

The agreement provides the distributor with a high level of control, such as deciding which products to take, what prices to charge, and which sales channels to use.

It 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.

This document contains over 200 provisions in the document supported by over 3,000 words of notes, including those supplied in a separate document.

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Product ID: UK-MADdis08

Promotion and publicity agreement: sport, concert or other event

This agreement provides a complete framework for the deal you make with an event promoter or publicist to take on some or all of the marketing for an event.

The event could be of any type, for example: a sports competition or tournament, a concert, or a show. It could take place on one day or over many weeks.

The organiser could be an individual, or a company or professional body.

The promoter may be a large marketing organisation or a single experienced professional, in the UK or elsewhere.

The promoter could take on all the marketing, or some particular aspect, such as online promotion, or promotion in a particular geographic area.

We provide options for the commercial deal, such as how to base the payment and protection of intellectual property, as well as the legal provisions you need.

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Agreements to suit many types of distribution arrangement

A “distribution agreement” could cover a wide range of possible marketing arrangements. These documents cover many angles. We include many options to cover the elements of your deal that are important to you, and allow you to add any industry-related terms or special compliance you want the other side to follow.

These agreements can be used for any business selling goods of any type at home or abroad.

Favourable to one party, acceptable to both

The first point you should consider is who is setting the terms.

Each document has been drawn to favour one particular party. However, it will not help your long term relationship if you ride rough shod over your business partner. So every document takes some account of what the other side will want.

Generally, it is the producer or owner who sets the terms of what he wants from the distributor, but this can change as the distributor becomes more powerful. Our consignment and distribution agreement has been drawn for a large, modern distributor whose marketing strength and reach justifies terms of which a smaller distributor can only dream.

A final contract or a basis for negotiation of heads of terms

Whether you are the distributor or the merchant, there will be many areas where you would like the other of you to do things your way. As a result there will be a lot to negotiate. By setting everything down in a document like one of these, before you start to talk, you have a head start and the agenda is yours.

Each of these is a comprehensive agreement, but as always with Net Lawman documents, you can reduce it easily to the exact terms you need.

Relevant law in these documents

The law relating to these agreements 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 with which he must comply. This document assumes 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.

Particular terms covered

The documents provide the following terms.

  • setting up the agreement
  • obligations of each party
  • compliance and regulation
  • product recall
  • minimum sale requirements
  • distributor's marketing obligations
  • distributor's liaison and reports
  • the price, orders and acceptance
  • delivery and transportation
  • payment terms, including payment on running credit account and payment by letter of credit
  • risk and retention of title
  • products defective or not as ordered
  • warranty and service policy
  • disclaimers and limitation of liability
  • mutual indemnities
  • assignment and change of control of business
  • confidential information
  • intellectual property
  • duration and termination
  • warranties by one or both sides
  • liaison arrangements - is there a single source of communication the parties can rely on?
  • consignment stock management - if appropriate
  • compliance and regulation
  • fees for additional services
  • stock loss and damage
  • specially agreed promotions and marketing arrangements
  • stock records

Why choose Net Lawman

Immediate delivery of the document template by e-mail after checkout
DocX file format compatible with all popular PC & Mac word processing software. We can convert into other formats for you
Use of plain English makes our documents easy to edit and understand
Detailed guidance notes explain the purpose of each paragraph and how to edit
Review service available - a Net Lawman lawyer can check your edited document
Full money back guarantee if the document isn't right for you
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