Reseller and distribution agreement template
A supplier and a reseller: products, territory, exclusivity, prices, orders, brand use, stock and returns. A sample contract you can read in full, edit in QuoteBill and sign online with a secure link.
Sample — review with a lawyer · Simple electronic signature with an audit trail
Who it is for
For a supplier or manufacturer and a business that resells its products in a territory, with products, exclusivity, prices, orders, marketing, stock and the end of the relationship agreed in writing.
Exclusive territories, resale prices and sales restrictions are limited by competition law in many places; the sample leaves the reseller free to set its own prices and to serve customers who come to it unasked.
What it covers
15 clauses, in this order. Each one is in the sample text below, and you can edit, remove or add clauses before you send.
1. Appointment
The Supplier appoints the Reseller to buy the products and resell them in its own name and for its own account in the territory, on these terms.
2. Products
A blank for product names, models and specifications. The Supplier can add or withdraw products with a set number of months’ notice; confirmed orders are still delivered.
3. Territory and exclusivity
Blanks for the territory and for exclusive or non-exclusive. If exclusive, the Supplier appoints no one else there and the Reseller does not actively market outside, but may serve customers who come to it unasked.
4. Prices and discounts
The Reseller buys at the list price, or the price schedule, less a set discount; price changes need notice and confirmed orders keep the old price. The Reseller sets its own resale prices.
5. Minimum purchases
An optional blank for a yearly minimum. If the Reseller misses it for reasons within its control, the Supplier may withdraw exclusivity or end the agreement with notice; nothing else follows.
6. Ordering and delivery
Orders in writing or by email, confirmed or declined within a set number of business days, delivery on the terms you state, risk on delivery and ownership on full payment.
7. Payment
Each invoice is paid on the stated payment terms. If a payment is more than a set number of days late, the Supplier may hold further deliveries and ask for advance payment.
8. Marketing and brand use
The Reseller promotes at its own cost and may use the Supplier’s marks only for the products in the approved form, gaining no rights in them and registering nothing similar.
9. Stock and returns
The Reseller keeps enough stock and returns products only for defects or by agreement. At the end, the Supplier may buy back saleable stock, and the rest may be sold off for a set number of months.
10. Warranty and customer complaints
The Supplier warrants the products for a set number of months and repairs, replaces or credits defective ones. The Reseller handles first-line complaints and promises customers nothing beyond the Supplier’s warranty.
11. Information and compliance
Regular reports on sales, stock and the market; products sold unchanged in their packaging; local resale laws followed; safety issues and infringement claims reported at once.
12. Term and termination
A set initial term that renews unless notice is given in time, termination after a serious breach that is not put right, and what happens to orders, materials and the marks at the end.
13. No agency relationship
The Reseller acts in its own name and for its own account. It is not an agent, franchisee or partner, cannot commit the Supplier and carries its own costs and risk.
14. Liability
Liability for one order is limited to its value, and overall to what the Reseller paid in a set recent period, except for intent, gross negligence, personal injury and where the law allows no limit.
15. Governing law and disputes
The law you name applies. The sides first try to settle a dispute in good faith, and otherwise the courts you name decide.
A price schedule is optional: add one if you want the amounts in a table, or write the agreed amount into the payment clause.
The sample text
The whole sample, as QuoteBill starts it. Text in double square brackets, like [[10]], is a blank to fill in or check, and QuoteBill does not let you send a contract while one is left. The clause text is written in English, Korean, Japanese and German; in other languages a contract starts in English for you to translate.
Read the sample text
Reseller and Distribution Agreement
Parties: Supplier · Reseller
1. Appointment
The Supplier appoints the Reseller to buy the products described below from the Supplier and to resell them in its own name and for its own account in the territory described below. The Reseller accepts the appointment on the terms of this agreement.
2. Products
Products: [[Product names, models and specifications]]
The Supplier may add products to this list or withdraw products from it with [[3]] months’ notice in writing or in electronic form. Orders confirmed before a withdrawal are still delivered.
3. Territory and exclusivity
Territory: [[Country, region or customer group]]. The appointment is [[exclusive or non-exclusive]]. Where it is exclusive, the Supplier does not appoint other resellers for the products in the territory and does not actively sell to customers there itself, and the Reseller does not actively market the products to customers outside the territory. Sales the Reseller makes in response to unsolicited requests from outside the territory remain allowed.
4. Prices and discounts
The Reseller buys at the Supplier’s list price in force on the order date [[or at the prices in the price schedule of this contract]], less a discount of [[Discount in %]]. The Supplier may change its list prices with [[60]] days’ notice; orders confirmed before the change keep the old prices. The Reseller sets its own resale prices freely. The Supplier may publish recommended resale prices, which are not binding on the Reseller.
5. Minimum purchases
[[Optional: minimum order quantity or purchase amount per contract year, or delete this clause]] If the Reseller does not reach the agreed minimum in a contract year for reasons within its control, the Supplier may, after notice, withdraw exclusivity or terminate this agreement with [[3]] months’ notice. No other consequence follows from missing the minimum.
6. Ordering and delivery
The Reseller orders in writing or by email, stating products, quantities and requested delivery dates. The Supplier confirms or declines an order within [[5]] business days; a confirmed order is binding. Delivery is made [[Delivery terms, e.g. an Incoterms rule and the place of delivery]]. Risk passes to the Reseller on delivery, and ownership passes when the Reseller has paid for the goods in full. The Supplier tells the Reseller without delay about expected delays.
7. Payment
The Reseller pays each invoice on the payment terms stated in this contract. If a payment is more than [[7]] days late, the Supplier may, after notice, suspend further deliveries until the overdue amount is paid and require payment in advance for later orders.
8. Marketing and brand use
The Reseller promotes the products in the territory at its own cost and keeps the Supplier informed of its main marketing activities. The Supplier provides product information and marketing materials [[free of charge or at cost]]. The Reseller may use the Supplier’s trademarks and product names only to identify and promote the products, in the form the Supplier approves, and acquires no rights in them; it does not register similar marks or domain names. Goodwill arising from this use belongs to the Supplier.
9. Stock and returns
The Reseller keeps a stock sufficient to serve customers in the territory [[Optional: minimum stock level]] and stores the products as the Supplier instructs. Products are returned only because of defects or with the Supplier’s prior agreement. When this agreement ends, the Supplier may buy back unopened, saleable stock at the price the Reseller paid; stock the Supplier does not buy back may be sold off for [[6]] months on the terms of this agreement.
10. Warranty and customer complaints
The Supplier warrants to the Reseller that the products are free from defects and match their specifications for [[12]] months from delivery; defective products are repaired, replaced or credited at the Supplier’s choice. The Reseller handles first-line customer complaints, passes defect reports to the Supplier within [[7]] days and gives customers no warranties beyond the Supplier’s published ones. Rights under the applicable law that cannot be excluded remain unaffected.
11. Information and compliance
The Reseller reports to the Supplier [[quarterly]] on sales, stock and market developments. It sells the products unchanged and in their original packaging, complies with the laws that apply to their resale in the territory, and informs the Supplier without delay of safety issues or infringement claims it learns of.
12. Term and termination
This agreement starts on the effective date and runs for [[2]] years. It then renews for [[1]] year at a time unless either party gives notice in writing or in electronic form at least [[3]] months before the end of a period. Either party may terminate it if the other party seriously breaches it and does not remedy the breach within [[30]] days of being asked to. Confirmed orders are still performed, marketing materials are returned, and the Reseller stops using the Supplier’s marks when the sell-off period ends.
13. No agency relationship
The Reseller buys and resells in its own name and for its own account. It is not an agent, franchisee or partner of the Supplier, may not make commitments on the Supplier’s behalf and bears the costs and the risk of its own business. Each party is responsible for its own staff, taxes and permits.
14. Liability
Except for intent, gross negligence, personal injury or where the law does not allow a limitation, each party’s liability for a single order is limited to the value of that order, and its total liability under this agreement to the amounts the Reseller paid for products in the [[12]] months before the claim.
15. Governing law and disputes
This agreement is governed by the law stated under Governing law. The parties will first try to settle any dispute in good faith. Otherwise the courts stated under Jurisdiction decide, unless mandatory law provides otherwise.
Payment terms
[[When and how payment is made, if any: e.g. within 30 days of each invoice for an order, by bank transfer to the account stated on the invoice]]
Governing law
[[Country or state whose law applies]]
Jurisdiction
[[Courts that decide disputes, e.g. the courts of your city]]
How to use it
Choose the template
Press the button to use this template. If you are not signed in, you first sign in or sign up for free and then come straight back to it.
Start a draft
The new-contract page opens with this template marked. Press its card to create a draft. Your company details fill in Party A, and you fill in the blanks, the other party and, where the template has one, the price schedule.
Send it for signature
You sign first, then send each signer a secure link and, by another route, an access code. Signers need no account.
Next steps
Your client opens the link on any device and needs no account. See what the signing looks like on the E-Contracts page, and read which kind of electronic signature is enough for which document.
Already signed? Make the invoice from the signed contract: the parties and the price lines carry over, in full or for a deposit. The guide on turning a quotation into an invoice shows how to review the new draft, its dates and the PDF.
What it is, and what it is not
QuoteBill creates a simple electronic signature with an audit trail. In the EU, the UK, the US and Korea a signature is not denied legal effect only because it is electronic, and in Japan most contracts need no particular form at all. What a simple electronic signature proves in a dispute depends on the evidence behind it, and some documents need another form.
It is not a qualified or advanced electronic signature, and QuoteBill does not verify who the signers are. It records the use of the link and access code you delivered, so anyone who has both can sign. The signature certificate lists every link issued and, for each action by the sender or a signer, its IP address and browser where they could be read.
Some documents need another form. Wills, many real-estate transfers, guarantees and some employment documents must, in some countries, be handwritten, notarised or signed with a qualified signature. The templates are samples, not legal advice: review them with a lawyer.
Other contract templates
Sales and supply agreement
Goods, orders, delivery, inspection, warranty and payment.
Simple general contract
What each party does, payment, term and termination.
Master services agreement
Standard terms for repeated work, with each job agreed in its own statement of work.
Statement of work
One piece of work under a master agreement: scope, milestones, acceptance, fees and dependencies.