- +91 80768 85539
- info@expertvuw.com
- Pan-India service available.
Home / Contracts & Documents / Distribution Agreement
Last updated: 2 October 2026
Distributors and dealers take your products to market, and the agreement decides territory, targets, pricing, credit and exit. Expertvuw’s team drafts distribution, dealership and stockist agreements that protect your brand and stay within competition law.
A distribution agreement appoints a distributor, dealer or stockist to buy and resell your products in a defined territory or channel. It typically covers appointment and exclusivity, territory and channels, minimum purchase or sales targets, pricing and discounts, credit limits and payment terms, stock and returns, marketing support, use of trademarks, reporting, and termination and post-termination stock handling.
Competition law matters in distribution. Section 3(4) of the Competition Act, 2002 covers vertical agreements such as exclusive supply or distribution, tie-in arrangements, refusal to deal and resale price maintenance, which are assessed for an appreciable adverse effect on competition. Resale price maintenance — fixing the price at which distributors must resell — is particularly risky, whereas recommended or maximum prices are generally lower risk.
Where the distributor uses your brand, the agreement should include a trademark licence with quality controls, and GST, e-invoicing and credit note mechanisms should be addressed.
Basis: Indian Contract Act, 1872; Sale of Goods Act, 1930; Competition Act, 2002 (section 3(4) – vertical agreements); Trade Marks Act, 1999 (licensing); CGST Act, 2017. Last updated: 27 September 2026.
Covered by section 3(4) of the Competition Act.
Fixing resale prices is high-risk.
Recommended or maximum prices are generally lower risk.
Allowed but assessed for competitive effect.
Needs a trademark licence with quality controls.
Post-termination stock and receivables should be addressed.
Distribution disputes usually arise at termination.
n
o
r
Distribution agreements connect with these services.
Franchise arrangements.
Competition compliance.
Supply contracts.
Protecting your brand.
Understand your distribution model.
Prepare the agreement.
Review vertical restraints.
Parties review and negotiate.
Execute and stamp.
Monitor targets and renewals.
Manage distributors against the contract.
e
e
u
a
Share your query and our team will reply during business hours.
Appointment, territory, exclusivity, targets, pricing, credit, returns, brand use and termination.
Yes, but it is assessed under competition law for appreciable adverse effects.
Resale price maintenance is high-risk under competition law; recommended or maximum prices are safer.
The agreement should set buy-back or sell-off rules.
Where it uses your brand, yes, with quality controls.
ACS – Director, Expertvuw Management Pvt Ltd
Agreements and policies are drafted by Expertvuw’s team for your review and negotiation. Where you need a legal opinion, dispute advice or representation, it is provided by independent advocates. Expertvuw is a corporate services company, not a law firm.