Distribution Agreement Template

DATE: [DD MONTH YYYY]

PARTIES
(1) [PARTY A LEGAL NAME], company number [NUMBER], whose registered office is [ADDRESS] (Party A); and
(2) [PARTY B LEGAL NAME], company number [NUMBER], whose registered office is [ADDRESS] (Party B).

Each signatory confirms authority to bind the relevant party.

1. APPOINTMENT
The Supplier appoints the Distributor on a [NON-EXCLUSIVE / EXCLUSIVE] basis for the products and territory in Schedule 1. Exclusivity is conditional on agreed lawful targets.

2. INDEPENDENT BUSINESS
The Distributor buys and resells as principal, sets resale prices independently subject to applicable law and has no authority to bind the Supplier.

3. ORDERS, PRICES AND PAYMENT
Orders bind the Supplier only when accepted. Purchase prices, currency [GBP / EUR / USD], tax, delivery and payment terms are in Schedule 1 or each accepted order.

4. MARKETING AND BRAND
The Distributor shall use current approved materials and trade marks only for the agreement. It shall not register confusing domains, company names or marks.

5. COMPLIANCE
Each party shall comply with applicable product, sanctions, export-control, anti-bribery, competition, advertising, data and consumer laws in its role.

6. STOCK, FORECASTS AND REPORTING
The Distributor shall provide [MONTHLY / QUARTERLY] forecasts and sales reports and maintain appropriate product traceability and complaint records.

7. WARRANTIES AND PRODUCT ISSUES
Allocate product warranty, returns, recall, regulatory reporting and customer-support responsibilities in Schedule 1.

8. TERM AND TERMINATION
The term is [PERIOD]. Termination rights include material breach, insolvency, compliance risk and failure of conditional targets. Define sell-off, stock repurchase, customer continuity and brand removal.

SCHEDULE 1 — COMMERCIAL TERMS
Territory / channels: [DETAIL]
Products: [DETAIL]
Purchase prices / discount: [DETAIL]
Targets: [DETAIL]
Delivery / Incoterm: [DETAIL]
Warranty / returns / recall: [DETAIL]

GENERAL
Notices must be sent to the addresses and emails stated in Schedule 2. Neither party may assign this agreement without written consent, except as expressly agreed. This agreement and its schedules contain the entire agreement on its subject. A variation must be signed by authorised representatives. If a provision is invalid, the remainder continues. Delay in enforcement is not a waiver. No third party has a right to enforce this agreement unless stated.

GOVERNING LAW AND DISPUTES
This agreement is governed by the law of England and Wales [CHANGE IF REQUIRED]. The courts of England and Wales have exclusive jurisdiction [OR INSERT AGREED ARBITRATION / MEDIATION PROCESS].

SIGNATURES
For Party A: [NAME / TITLE / SIGNATURE / DATE]
For Party B: [NAME / TITLE / SIGNATURE / DATE]

SCHEDULE 2 — NOTICES AND PAYMENT
Party A notice email: [EMAIL]
Party B notice email: [EMAIL]
Payment currency: [GBP / EUR / USD]
Account name: [LEGAL NAME]
Account / IBAN: [DETAILS]
SWIFT / BIC: [CODE]
Payment reference: [REFERENCE]