Distributor Agreement – Manufacturer Appointed

This agreement ensures that both parties have a clear understanding of their roles, responsibilities, and expectations. This agreement helps both parties establish clear expectations regarding supply, pricing, distribution rights, and responsibilities. It serves as a crucial tool for businesses looking to expand their market presence through third-party distributors while ensuring contractual obligations are met.

Distributor Agreement – Manufacturer Appointed

This Distributor Agreement template is designed for manufacturers appointing a merchant as their exclusive distributor in a specific territory. It sets out the rights and responsibilities of both parties, ensuring clarity in supply arrangements and market operations.

Appointment and Scope

The manufacturer appoints the merchant as its exclusive representative for the concession territory. All enquiries relating to the supply of products must be referred directly to the merchant, giving them control over distribution and sales activity in that region.

Orders and Minimum Commitments

The merchant commits to placing a minimum annual order. Flexibility is built in — if trade restrictions or currency limits prevent full shipment, the order requirement is adjusted to what is legally possible. Payment schedules and urgent order provisions are also covered.

Delivery and Non-Delivery

The agreement accounts for delivery logistics, allowing ex-factory pricing or shipment to a nominated Australian port. If delays or non-delivery occur due to circumstances beyond control, the minimum order value is reduced accordingly, but termination is not automatic.

Credit, Warranties and Representations

The merchant cannot bind the manufacturer’s credit or give warranties without written authority. Product descriptions must follow the manufacturer’s guidance to maintain consistent branding and suitability claims.

Market Research and Local Conditions

The merchant is responsible for monitoring local market conditions, sharing information with the manufacturer, and exploring whether consignment stocks would support stronger turnover.

Consignment Stock

If agreed, products may be provided on a consignment basis. Consignment stock remains the property of the manufacturer until resold. Clear rules cover stock value limits, quarterly sales accounts, and return of goods if the agreement ends.

Termination

The manufacturer may terminate immediately if the merchant breaches the agreement or becomes insolvent. Termination also applies if the manufacturer ceases trading, with notice provisions included.

Dispute Resolution and Notices

Disputes may be resolved through arbitration under the governing state law. Notices can be served by courier, mail, fax, or email, with strict rules on timing and validity.

This template is ideal for businesses formalising exclusive distribution arrangements. It gives manufacturers confidence that their products are marketed responsibly, while giving merchants clear rights within their