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Distribution Agreement
I need a distribution agreement for a New Zealand-based company to distribute our products exclusively in the South Island region. The agreement should include terms for minimum purchase requirements, a 2-year term with an option to renew, and provisions for marketing support and performance reviews every 6 months.
What is a Distribution Agreement?
A Distribution Agreement sets out the legal relationship between suppliers and distributors who handle their products in New Zealand. It spells out how a distributor can sell, market, and deliver products within specific regions or to certain customer groups, while protecting the supplier's brand and business interests.
These agreements typically cover key aspects like territory rights, pricing structures, performance targets, and quality standards under NZ's Fair Trading Act. They also outline important details about stock management, returns policies, intellectual property rights, and how either party can end the relationship. Good distribution agreements help both sides avoid disputes and work together smoothly.
When should you use a Distribution Agreement?
Use a Distribution Agreement when you're ready to expand your product reach through third-party sellers in New Zealand. This becomes essential once you need to control how distributors represent your brand, set pricing, and handle your products across different regions or market segments.
The agreement proves particularly valuable when scaling beyond direct sales, entering new territories, or working with multiple distributors. It helps prevent channel conflicts, protects your intellectual property, and ensures compliance with NZ consumer laws. Many businesses implement these agreements before launching new product lines or when restructuring their distribution networks to maintain quality control and market positioning.
What are the different types of Distribution Agreement?
- Standard Distributor Agreement: Basic framework for non-exclusive distribution relationships, covering essential terms and obligations
- Exclusive Distribution Rights Agreement: Grants sole distribution rights within specified territories or market segments
- Exclusive Reseller Agreement: Focuses on retail-specific terms, including pricing controls and marketing requirements
- Profit Distribution Agreement: Details revenue sharing and commission structures between parties
- Distribution Rights Agreement: Emphasizes intellectual property rights and brand protection measures
Who should typically use a Distribution Agreement?
- Manufacturers/Suppliers: Companies producing goods who need to establish distribution networks while maintaining control over their products and brand
- Distributors: Businesses that purchase products wholesale to resell them within specified territories or market segments
- Commercial Lawyers: Draft and review agreements to ensure compliance with NZ competition laws and Fair Trading Act requirements
- Sales Teams: Help define territory boundaries, sales targets, and performance metrics within the agreement
- Operations Managers: Oversee practical implementation of stock management, logistics, and quality control provisions
- Compliance Officers: Monitor adherence to agreement terms and handle regulatory reporting requirements
How do you write a Distribution Agreement?
- Party Details: Gather full legal names, addresses, and contact information for both supplier and distributor entities
- Product Scope: List all products covered, including specifications, pricing structures, and minimum order quantities
- Territory Definition: Map out exact geographical boundaries or market segments for distribution rights
- Performance Metrics: Define clear sales targets, reporting requirements, and quality control standards
- Commercial Terms: Outline payment terms, delivery conditions, and stock management requirements
- Brand Guidelines: Document marketing restrictions and intellectual property usage rules
- Template Selection: Use our platform to generate a legally-sound agreement that meets NZ regulatory requirements
What should be included in a Distribution Agreement?
- Party Information: Complete legal names, addresses, and authorised representatives of both supplier and distributor
- Product Details: Comprehensive description of goods, pricing structures, and quality standards
- Territory Rights: Clear definition of geographical boundaries and any exclusivity provisions
- Term and Termination: Agreement duration, renewal options, and exit conditions
- Performance Standards: Sales targets, reporting requirements, and service levels
- IP Protection: Trademark usage rules and brand protection measures
- Fair Trading Compliance: Provisions ensuring adherence to NZ consumer protection laws
- Dispute Resolution: Procedures for handling disagreements under NZ jurisdiction
What's the difference between a Distribution Agreement and an Agency Agreement?
A Distribution Agreement differs significantly from an Agency Agreement, though both involve selling products. Here are the key distinctions that matter under New Zealand law:
- Ownership Structure: Distributors purchase and own the products they sell, while agents never take ownership and sell directly on behalf of the principal
- Risk and Reward: Distributors make profit on the margin between purchase and sale prices, bearing inventory risk. Agents earn commissions with no stock liability
- Legal Authority: Agents can typically bind their principal in contracts with customers, while distributors operate as independent businesses
- Tax Treatment: Distributors issue their own invoices and handle GST independently, whereas agents operate under the principal's tax structure
- Liability Exposure: Distributors are directly liable to customers under the Consumer Guarantees Act, while agents generally shift liability to their principal
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