Legislation checked · 26 June 2026 Not yet advocate-reviewed Execution steps not yet documented

Drafted by:: Lekha editorial team
Version:: v0.1
Last checked against current law:: 15 May 2026
Next scheduled review:: 15 November 2026

Statutory sources (5)

Indian Contract Act, 1872Official statuteofficial source
Micro, Small and Medium Enterprises Development Act, 2006Official statuteofficial source
Sale of Goods Act, 1930Official statuteofficial source
Code of Civil Procedure, 1908Official statuteofficial source
Arbitration and Conciliation Act, 1996Official statuteofficial source

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Generate a Distribution / Reseller Agreement for India, free. Distribution and reseller agreement appointing a distributor or reseller for products in a defined territory. Covers exclusive and non-exclusive distribution, minimum purchase commitments, pricing and margins, prohibited resale price maintenance (Competition Act 2002 s.3(4)(e)), IP licence, warranty, product liability, stock buyback on termination, and dispute resolution. Fill a guided online form and download as PDF or DOCX — no signup, no watermark, no cost.

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Supplier / manufacturer details

Supplier / manufacturer legal name *

Supplier address *

Supplier GSTIN

Supplier authorised signatory *

Distributor / reseller details

Distributor / reseller legal name *

Distributor address *

Distributor GSTIN

Distributor authorised signatory *

Distribution terms

Products / product lines covered *

Distribution territory *

Exclusivity *

Agreement date *

Initial term (years)

Minimum annual purchase commitment (₹, net of taxes)

Stock and termination

Stock buyback on termination

Yes — supplier to buy back unsold marketable stock at invoice priceNo — distributor responsible for stock disposal

Product warranty period (months)

Jurisdiction city *

Jurisdiction state *

11 required fields left.

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Template verified May 2026 — checked against applicable central Acts and current state rules. Legal requirements can change; for property transactions above ₹5 lakh, employment disputes, or business agreements above ₹10 lakh, have a lawyer review it before signing →. Run Lekha Audit on any document you receive →

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1 of 12 essentials added · +2 optional

DISTRIBUTION AGREEMENT

THIS DISTRIBUTION AGREEMENT ("Agreement") is entered into as of [DATE] between: 1. , having its address at (GSTIN: ), represented by (hereinafter "Supplier"); AND 2. , having its address at (GSTIN: ), represented by (hereinafter "Distributor").

1. Appointment

The Supplier hereby appoints the Distributor as its exclusive distributor for the following products ("Products"): , in the following territory ("Territory"): . During the term of this Agreement, the Supplier shall not appoint any other distributor for the Products in the Territory, provided the Distributor meets the minimum purchase commitments set out in Clause 4.

2. Term

This Agreement is effective from [DATE] and shall continue for 2 (two) year(s). Either Party may give 90 days' written notice of non-renewal before the end of the term. Upon renewal, terms will be as mutually agreed in writing.

3. Pricing and Margins

The Supplier shall sell the Products to the Distributor at the trade prices published from time to time, less a distributor discount of 0%. All prices are exclusive of applicable GST. The Supplier may revise prices by giving 30 days' written notice. Resale Pricing: The Distributor may sell the Products at such prices as it deems appropriate, subject to not exceeding the Maximum Retail Price (MRP) printed on the product. The Supplier may provide suggested resale prices as a reference only — these are not binding and the Distributor is free to discount at its discretion. The Parties acknowledge that fixing minimum resale prices is prohibited under s.3(4)(e) of the Competition Act 2002.

4. Purchase Commitments and Minimum Offtake

The Distributor shall purchase Products in such quantities as it deems appropriate. No minimum purchase commitment is imposed.

5. Payment Terms

All purchases shall be on net 30 days from invoice terms. Late payments attract interest at 18% per annum. The Supplier may suspend supplies if any undisputed invoice remains unpaid for more than 30 days after the due date.

6. Distributor Obligations

(a) Maintain adequate stocks of Products and appropriate warehousing and distribution infrastructure; (b) Actively promote and market the Products within the Territory; (c) Not sell the Products outside the Territory without prior written consent; (d) Not distribute or represent competing products without the Supplier's written consent; (e) Comply with all applicable laws including GST, consumer protection, product labelling, and import/export regulations; (f) Maintain all statutory licences required for distribution of the Products; (g) Provide quarterly sales reports to the Supplier.

7. Intellectual Property

The Supplier grants the Distributor a limited, non-exclusive, non-transferable licence to use the Supplier's trade marks, trade names, and logos solely for the purpose of marketing and distributing the Products in the Territory during the term. The Distributor shall not modify, reverse-engineer, or create derivative works from any Product or IP.

8. Warranty and Product Liability

The Supplier warrants that the Products comply with applicable specifications and quality standards. The Distributor shall pass through the Supplier's warranty terms to end customers. The Supplier shall indemnify the Distributor against product liability claims arising from manufacturing defects. The Distributor shall indemnify the Supplier against claims arising from improper handling, storage, or representation by the Distributor.

9. Termination and Stock Buyback

Either Party may terminate this Agreement by giving 90 days' written notice. Either Party may terminate immediately for: (a) material uncured breach; (b) insolvency or winding up; (c) assignment without consent. On termination: (a) The Supplier shall repurchase, within 60 days of termination, all unsold marketable stock of the Products held by the Distributor, at the original invoiced price (excluding GST), provided the stock is undamaged and within its shelf-life. (b) The Distributor shall immediately cease using the Supplier's IP and return all marketing materials; (c) All outstanding invoices shall be settled within 30 days.

10. Governing Law

This Agreement is governed by the laws of India. Disputes shall be subject to the exclusive jurisdiction of the courts at , [State].

IN WITNESS WHEREOF the Parties have executed this Agreement as of the date first written above.

Supplier __GAP[da_sup_name|Acme Electronics Private Limited]__ __GAP[da_sup_signatory|Priya Sharma, Director — Sales]__

[Signature & Seal]

Distributor __GAP[da_dist_name|Northern Distribution LLP]__ __GAP[da_dist_signatory|Rahul Gupta, Managing Partner]__

[Signature & Seal]

Connected legal intelligence

Everything on Lekha that relates to this document — the clauses inside it, what to do next, the law to learn, and the risks to watch. Educational, not legal advice.

Clauses inside, explained

Payment terms Representations & warranties Limitation of liability Indemnity Termination for cause Liquidated damages Change control Survival Governing law & jurisdiction Dispute resolution (arbitration)Entire agreement Severability Notices Force majeure

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Acts this document touches

Trace each Act to the clauses and other templates connected to it.

Indian Contract Act, 1872 Micro, Small and Medium Enterprises Development Act, 2006 Sale of Goods Act, 1930 Code of Civil Procedure, 1908 Arbitration and Conciliation Act, 1996

Common risks to watch

Limitation of liability. Caps how much one party can be made to pay if things go wrong.
Indemnity. Allocates who bears the cost if a third party brings a claim.
Governing law & jurisdiction. Fixes which State's courts and which body of law decide any dispute under the document.

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Applicable compliance

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GST registration

GST returns (GSTR-1 & 3B)

TDS deduction & returns

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Distribution / Reseller Agreement

After you download

Frequently asked questions

Supplier / manufacturer details

Distributor / reseller details

Distribution terms

Stock and termination

📎Attachments

Connected legal intelligence

💡 Suggested next documents

⚖️ Clauses inside, explained

🏛️ Acts this document touches

⚠️ Common risks to watch

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✅ Applicable compliance

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