UK Distribution Agreement - Editor

Distribution Agreement Editor

Fill in the details below to generate your customized UK distribution agreement

🏢 Parties to the Agreement

Optional - Find at Companies House

📋 Agreement Details

? The initial length of this distribution agreement. After this period, the agreement typically renews automatically unless either party gives notice to terminate.
? Whether the agreement automatically renews at the end of the term. If yes, specify notice period for termination. Most commercial agreements include automatic renewal with 90-day notice.

📦 Products and Territory

List all products, models, and SKUs covered by this agreement
? The geographic area where the Distributor is authorized to sell. This can be UK-wide, specific regions, or international territories.
? Exclusive: Only this Distributor can sell in the territory. Non-exclusive: Supplier can appoint other distributors. Exclusive agreements typically require minimum sales targets.

📊 Minimum Requirements & Targets

? The minimum quantity per order. This ensures economical shipping and production runs. Leave blank if no minimum applies.
Optional - Specify quantity or value
? Required for exclusive agreements. The distributor must meet this target to maintain exclusivity. Failure may result in territory reduction or agreement termination.
Required for exclusive agreements

💷 Pricing & Payment Terms

? How will the Distributor pay the Supplier? Can be fixed per-unit pricing, tiered volume discounts, or wholesale percentage off RRP.
% discount off Recommended Retail Price
? UK statutory rate is Bank of England base rate + 8%. You can specify a different rate or use statutory default.
% per annum

📢 Marketing & Promotion

? What marketing activities must the Distributor undertake? Can include advertising spend, trade show attendance, maintaining stock displays, etc.
? Who provides brochures, images, product descriptions, etc.? Typically Supplier provides materials and Distributor can use/adapt them with approval.

©️ Intellectual Property

? Can the Distributor use your brand name and trademarks? Usually allowed for marketing the products, but must follow brand guidelines and not suggest endorsement beyond distribution relationship.
? Must the Distributor follow your brand guidelines when using your trademarks? This protects your brand image and ensures consistent presentation.

✓ Quality Standards & Warranties

? The warranty period offered to end customers. Distributor typically handles first-line support, but Supplier honors warranty replacements.
? Who handles warranty claims? Typically Distributor does initial troubleshooting, Supplier provides replacements. Clear processes protect both parties.
? Can Distributor return unsold stock? Usually only defective items accepted. Some agreements allow stock rotation or seasonal returns with restocking fees.

🔒 Confidentiality & Non-Compete

? Protection for pricing, customer lists, business plans, and trade secrets. High level includes stricter protections and longer post-termination periods.
? Can Distributor sell competing products? Non-compete during term is common. Post-termination restrictions must be reasonable in scope and duration to be enforceable.

📋 Termination & Notice

? How much notice must either party give to terminate the agreement? Longer notice periods provide stability but reduce flexibility. 90 days is common for distribution agreements.
? What happens to remaining stock after termination? Options: Distributor must return (Supplier pays shipping), Distributor can sell off existing stock, or Supplier buys back at agreed price.

🛡️ Liability & Insurance

? Maximum amount either party can be liable for. Typically set at contract value or fixed amount. Excludes fraud, personal injury, and IP infringement (which are unlimited).
? What insurance must the Distributor maintain? Product liability insurance is essential. Public liability and professional indemnity may also be required depending on products.
Product liability insurance minimum

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