make your free sales agency agreement
what we'll cover
what is a sales agency agreement?
a sales agency agreement appoints a sales agent to negotiate and enter into contracts of sale on a principal’s (ie supplier's) behalf. sales agency agreements are legally binding contracts that allow sales agents to be appointed on an exclusive, sole, or non-exclusive basis.
when should i use a sales agency agreement?
use this sales agency agreement:
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if you are business based in england, wales or scotland
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to appoint a sales agent to sell your products in a defined geographical area or territory
sample sales agency agreement
the terms in your document will update based on the information you provide
sales agency agreement
this agreement is made on the date of the last signature set out below.
between
- (the principal); and
- (the agent).
meanings
- these words and phrases have defined meanings:
agreement this document including any amendments; effective date ; confidential information all confidential information (however recorded or preserved) disclosed by either party to the other party concerning the disclosing party's a) business, affairs, customers, clients, suppliers, plans, intentions, or market opportunities; b) operations, processes, product information, know-how, designs, trade secrets or software; and c) any information developed under this agreement; commercial agents regulations the commercial agents (council directive) regulations 1993; intellectual property any patent, copyright, registered design, unregistered design right, trade mark or other industrial or intellectual property owned or used by the principal in the territory and any current applications for any patent, design or trade mark; minimum sales target the minimum sales set out in schedule 3 or as the parties otherwise agree in writing; net price the price for the products actually charged to the customer, excluding any (i) value added or other sales tax and (ii) transport, insurance charges and rebates, included in the price; products the products described in schedule 1 of this agreement and any other products which the principal allows the agent to sell under this agreement; quarter each period of three calendar months ending on march 31, june 30, september 30 or december 31; territory the countries or areas specified in schedule 2; working day any day other than a saturday, sunday or public holiday in england and wales; year the period of 12 months from the effective date and each consecutive period of 12 months for the period of this agreement. - unless the context requires a different interpretation:
- all singular words include plural ones and vice versa;
- all references to paragraphs, sub-paragraphs, schedules or appendices are to the ones in the agreement;
- all references to a person include firms, companies, government entities, trusts and partnerships;
- the term 'including' does not exclude anything not listed;
- all references to statutory provisions include any changes to those provisions;
- no headings or sub-headings form part of the agreement.
basis of appointment
- the principal appoints the agent as its non-exclusive agent to sell the products in the territory on the terms of this agreement and the agent accepts the appointment on these terms. the principal is entitled to appoint other agents, distributors or franchisees to sell the products in the territory.
- the principal is entitled to sell the products directly to customers in the territory, rather than having to refer them to the agent.
duration of agreement
- the agreement commences on the effective date and continues until either party serves a notice to end it as permitted under the agreement.
agent's obligations
- the agent must:
- act conscientiously and in good faith, and follow all reasonable instructions to best promote and sell the products and not allow its own interests to conflict with its duties to the principal;
- use its best endeavours to promote and sell the products in the territory with all due care and diligence. the agent can negotiate and enter into contracts for the sale of the products in the name of, and on behalf of, the principal without prior reference to the principal;
- refer to itself as "an agent" of the principal in all dealings with the products and in any associated promotional material, vehicles and premises;
- maintain, at its own expense, appropriate premises, offices, stores, display and administration facilities and any vehicles and systems necessary to carry out its duties under this agreement;
- employ a sufficient number of suitably qualified, dedicated personnel to carry out its duties under this agreement, including attending trade exhibitions and other sales outlets which the principal considers appropriate, and making regular and frequent calls on customers or potential customers to promote and sell the products;
- attend regular meetings with the principal to discuss the marketing and selling of the products and the collection of debts from customers;
- on request, give the principal access to any books and records relevant to the agent's activities in the territory and send to the principal any information and documents concerning the agent's activities, including:
- the previous, current and anticipated volumes of sales;
- the state of the market;
- any complaints or after-sales enquiries;
- any leads outside the territory;
- up-to-date customer lists;
- any outstanding payments due from customers;
- any individual customer details; and
- any policy of insurance or claims.
- the agent must not actively market the products or solicit any orders outside the territory.
- to ensure business continuity, in the three months before the agreement ends, the principal can appoint a successor to the agent, introduce the successor to customers and potential customers and allow the successor to market itself as the principal's agent.
- except as may be authorised by the principal, the agent shall not in any way incur any liabilities on behalf of the principal or pledge the credit of the principal.
- the agent must not assign, transfer, charge or deal in any manner with the agreement or its rights under it, nor sub-contract or appoint sub-agents of any of its obligations under the agreement, without the prior written consent of the principal.
the principal's obligations
- the principal must:
- act dutifully and in good faith in its relations with the agent;
- arrange, at its own expense, the delivery of stock to the agent's premises in such volumes as the principal decides and (subject to circumstances beyond the principal's control) replenish this stock as reasonably required by the agent;
- where appropriate, inform the agent within a reasonable time of any problems about being able to meets its obligations under any contract concluded by the agent;
- deal with any complaint, dispute or after-sales enquiry relating to the products raised by a customer in the territory; and
- reimburse the agent for everyday expenses, costs and charges incurred in performing this agreement to a maximum of £ per against production by the agent of appropriate invoices and receipts in support. the agent must seek the principal's prior approval before incurring any expenses above the agreed limit.
minimum sales target
- the parties can agree to amend the minimum sales target in schedule 3 at any time.
- if the agent fails to achieve the minimum sales target, the principal can end the agreement under the paragraph below (termination).
sales and marketing
- the agent must sell the products at the principal's list prices provided by the principal and subject to any discounts or deductions the principal allows. the agent must:
- issue invoices to customers in a form approved by the principal and suitable for value added tax or other sales tax purposes; and
- do business only on the principal's terms and conditions, attached as schedule 4 of this agreement, as such may be updated from time to time.
- unless the principal agrees otherwise, the agent can only make the representations, warranties or other promises about the products contained in the principal's literature and/or terms and conditions.
- the principal and agent will agree any stock levels and target service volumes for the next quarter, so that the agent can meet orders and contracts from customers promptly. any products or other goods delivered to the agent remain the property of the principal.
- the principal must give the agent reasonable notice of any changes in the prices of the products or of its intention to extend the range or discontinue any products.
- the principal must, at its own cost, provide the agent with information on advertising and promotion and any materials, information and support reasonably needed for the agent to carry out its duties under this agreement. the agent must display advertising materials and other signs provided by the principal.
- the principal is entitled to participate with the agent in fairs and exhibitions in the territory.
agent's commission and payment
- in consideration of the obligations undertaken by the agent under this agreement, the principal will pay the agent commission equal to % of the net price of all products sold by the agent on behalf of the principal.
- all sums payable under this agreement are exclusive of any value added tax or other applicable sales tax, which will be added to the sum in question. a vat invoice must be provided against any payment.
- in order to meet its payment obligations and calculate the commission due, the agent must:
- collect and hold as a trustee in a separate bank account, all money due to the principal as a result of sales and account on demand to the principal for any interest earned on credit balances in that bank account;
- within 14 days after the end of each month, send the principal a statement showing (i) the aggregate net price of products sold by the agent on behalf of the principal during that month and (ii) any customs and excise duties paid by the agent on behalf of the principal that month (the agent's statement);
- if applicable, provide details of any expenses incurred and attach to the agent's statement all invoices and supporting documentation;
- remit to the principal in a sum equal to the aggregate net price of products sold by the agent on behalf of the principal during that month, less any customs and excise duties, as specified in the agent's statement; and
- as soon as practicable after receipt of the principal's statement (defined below), issue a valid vat invoice to the principal for the commission due for that month.
- in order to meet its payment obligations, the principal must, within 14 days of receiving the agent's statement (i) send the agent a statement showing the amount of commission due to the agent for that month (the principal's statement) and (ii) remit to the agent in the commission and any expenses due.
compliance with laws, regulations and insurance
- the principal warrants to the agent that the products will comply with any regulations in force in the territory at the date of this agreement.
- the principal must maintain adequate product liability insurance for any products which it supplies and shall indemnify and hold harmless the agent against any costs, claims, expenses or losses incurred by the agent, arising out of claims made by customers or third parties in connection with the products sold, during the period of the agreement, in the territory.
- the agent is responsible for obtaining any licences, registrations, permits or approvals necessary or advisable for the import, promotion, sale and supply of the products in the territory. the principal must provide the agent with reasonable assistance and support (including technical advice and information) to this end.
- the agent must, at its own expense, insure and keep insured to its full replacement value the principal's property, which is at any time in the agent's possession, custody or control. the agent must maintain an adequate level of insurance in connection with its activities in the territory.
- the agent and its employees and representatives, must comply with all applicable laws, statutes, regulations and codes relating to anti-bribery and anti-corruption, including the bribery act 2010.
- the agent shall indemnify and hold harmless the principal against any costs, claims, expenses or losses incurred by the principal, as a result of the agent, its employees or representatives, breaching any law or other regulation, in force during the period of the agreement, in the territory or acting in default of a term of the agreement.
intellectual property
- the agent acknowledges that the intellectual property in the products and the principal's business and goodwill are the principal's property.
- the agent agrees that it:
- can only use the intellectual property for the purposes of, and during the term of, this agreement, and only as authorised by the principal. it must not do, or fail to do, or authorise anyone else to do, anything which could invalidate the intellectual property; and
- must not use its own, or any other trademarks, trade names or get-up which resemble those of the principal; nor alter, remove, or otherwise tamper with any trademarks, trade names or get-up which would be likely to confuse or mislead the public.
- the agent must notify the principal as soon as it becomes aware of any actual, threatened or suspected infringement of the intellectual property.
- the agent must, at the request and expense of the principal, take all steps during the period of this agreement as the principal reasonably requires to assist in maintaining and enforcing the intellectual property. this may include bringing or defending any court or other legal proceedings concerning intellectual property matters.
confidentiality
- each party must at all times (i) keep confidential and not disclose to any person any confidential information and (ii) only use such confidential information for the purposes of performing its obligations under this agreement.
- a party may disclose confidential information to its employees, officers, sub-contractors, representatives or advisers (permitted disclosees) who need to know such information for the purposes of carrying out the party's obligations under this agreement. the party disclosing confidential information on this basis shall ensure that the permitted disclosees comply with the provisions of this paragraph.
termination
- the principal can terminate this agreement if the agent fails to achieve the minimum sales target set out in schedule 3 for any given period, in which case the principal must give written notice of termination to the agent within of the end of the period in question.
- without prejudice to any rights and remedies under this agreement or by statute, either party can terminate this agreement by giving the following written notice to the other party:
- one month for the first year;
- two months for the second year;
- three months for the third year; and
- three months if the agreement lasts longer than three years.
- either party can terminate this agreement if the other party commits a material breach of the agreement and fails to remedy it within days after being given written notice giving full particulars of the breach and requiring it to be remedied.
- either party can terminate this agreement by written notice to the other if:
- that other party commits a material breach of the agreement which is not capable of remedy; or
- that other party is dissolved, ceases to conduct substantially all of its business or becomes unable to pay its debts as they fall due; or
- where that other party is a company, a receiver is appointed, of any of the property or assets of that other party; or
- that other party makes any voluntary arrangement with its creditors or, being a company, becomes subject to an administration order (within the meaning of the insolvency act 1986); or
- that other party, being an individual or firm, has a bankruptcy order made against it or, being a company, goes into liquidation; or
- there is a change of control of that other party (within the meaning of section 1124 of the corporation tax act 2010); or
- that other party, being an individual, dies or as a result of illness or incapacity becomes incapable of managing their own affairs; or
- that other party suspends or ceases, or threatens to suspend or cease, to carry on all or a substantial part of its business.
- the agent can terminate this agreement if the principal stops producing or supplying the products.
- termination of this agreement will not affect either party's accrued rights (including the rights of the agent to be paid) as at the date of termination.
consequences of termination
- other than as set out in this agreement, neither party will have any further obligation to the other under this agreement upon termination.
- unless regulation 18 of the commercial agents regulations applies, the agent will have the right to be indemnified as provided in regulation 17 of those regulations. the agent shall have no right to any compensation under those regulations on termination of this agreement.
- on termination the agent must immediately stop:
- promoting, marketing or selling the products;
- describing itself as an agent of the principal; and
- using any trademarks, trade names and brand names of the principal (including on stationery, premises and vehicles).
- the agent must, at its own expense within 30 days, return to the principal all stocks of the products (other than any for which it has accepted orders from customers before the date of termination), samples and any advertising, promotional or sales material in its possession. the agent must destroy any material as directed by the principal.
circumstances beyond the control of the parties
- neither party will be liable for any failure or delay in performing an obligation (including a delivery delay or failure) resulting from any cause beyond its reasonable control, but it must as soon as reasonably practicable notify any unaffected party who can then suspend or terminate the obligations of the agreement on notice taking effect immediately on delivery.
entire agreement
- the agreement contains the whole agreement between the parties relating to its subject matter and supersedes all prior discussions, arrangements or agreements that might have taken place about the agreement.
general
- the contracts (rights of third parties) act 1999 does not apply to the agreement and no third party will have any right to enforce or rely on any provision of the agreement.
- unless otherwise agreed, no delay, act or omission by a party in exercising any right or remedy will be deemed a waiver of that, or any other, right or remedy.
- provisions which by their intent or terms are meant to survive the termination of the agreement will do so.
- if any court or competent authority finds that any provision of the agreement (or part of any provision) is invalid, illegal or unenforceable, that provision or part-provision will, to the extent required, be deemed to be deleted, and the validity and enforceability of the other provisions of the agreement will not be affected.
- unless specifically provided by the parties, nothing in the agreement will establish any partnership or joint venture between any of the parties, or mean that any party becomes the agent of another third party, nor does the agreement authorise any party to enter into any commitments for or on behalf of any other third party.
- any notice (other than in legal proceedings) to be delivered under the agreement must be in writing and delivered by pre-paid first class post to or left by hand delivery at the registered address or place of business of the notified party, or sent by email to the other party's main business email address as notified to the sending party. notices:
- sent by post will be deemed to have been received, where posted from and to addresses in the united kingdom, on the second working day and where posted from or to addresses outside the united kingdom, on the tenth working day following the date of posting;
- delivered by hand will be deemed to have been received at the time the notice is left at the proper address;
- sent by email will be deemed to have been received on the next working day after sending.
governing law and jurisdiction
- this agreement shall be governed by and interpreted according to the law of england and wales and all disputes arising under the agreement (including non-contractual disputes or claims) shall be subject to the exclusive jurisdiction of the english and welsh courts.
the parties have signed this agreement on the date(s) below:
schedule 1 - the products
schedule 2 - territory
schedule 3 - minimum sales targets
schedule 4 - principal's terms and conditions of sale
about sales agency agreements
learn more about making your sales agency agreement
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how to make a sales agency agreement
making a sales agency agreement online is simple. just answer a few questions and 2022世界杯32强抽签时间 will build your document for you. when you have all of the details prepared in advance, making your document is a quick and easy process.
to make your sales agency agreement you will need the following information:
parties
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what are the principal’s details (eg their legal structure, name and address)? this is the person appointing the sales agent.
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if the principal is a company, llp or partnership, who will sign the agreement on its behalf?
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what are the sales agent’s details (eg their legal structure, name and address)?
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if the sales agent is a company, llp or partnership, who will sign the agreement on its behalf?
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what is the date of the agreement?
appointment
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is the agent appointed on an exclusive basis, a sole basis, or a non-exclusive basis?
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in what territory can the sales agent operate?
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is the sales agent prevented from selling competing products?
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if so, how long will the restriction last for?
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products and sales
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what are the products sold under the agreement?
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will the agent personally guarantee payment for the products sold?
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what is the agent’s expense limit?
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what minimum sales targets is the principal setting?
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if the sales agent doesn't meet a minimum sales target:
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if the principal wants to end the sales agency agreement, how long after the failure do they have to do so?
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can the principal:
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supply direct to customers in the agent's territory?
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appoint another agent to sell in the agent's territory?
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remove or add products to the list of those that the agent is authorised to sell?
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payment
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what is the agent's commission?
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in what currency will the agent and the principal make payments to each other?
ending the agreement
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how long does a party have to remedy a remediable material (eg serious) breach that they’ve committed, before the other party can end the agreement?
jurisdiction
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if either party is based in scotland, will england and welsh law or scottish law apply to this agreement?
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common terms in a sales agency agreement
sales agency agreements allow businesses to appoint agents to sell their products on their behalf. to achieve this, this sales agency agreement covers:
between
this sales agency agreement starts by clearly identifying the parties to the agreement (ie the principal and the agent).
meanings
this section provides the meanings for certain defined terms used throughout the sales agency agreement. for ease of identification, all defined terms are capitalised throughout the agreement. examples of the defined terms include ‘commercial agents regulations’, ‘minimum sales target’, ‘products’ and ‘territory’.
basis of appointment
this section provides details on the sales agent’s appointment, including whether they are appointed on an exclusive, sole, or non-exclusive basis.
duration of agreement
this section details when the sales agency agreement starts and when it will end.
the agent's obligations
this section sets out obligations the agent has under this sales agency agreement, for the duration of the agreement. for more information, read our guide on the commercial agents regulations.
the principal's obligations
this section sets out the principal’s obligations under this sales agency agreement. for more information, read our guide on the commercial agents regulations.
minimum sales target
this section references the minimum sales target (which is detailed in schedule 3) and sets out what happens if the agent fails to meet this target.
sales and marketing
this section details how the agent must sell and market the principal’s goods. it also clarifies that the principal must provide the agent with information on advertising and promotion and any materials, information and support reasonably needed for the agent to carry out its duties under this agreement.
agent's commission and payment
this section details the agent’s fees (as a commission), exclusive of any value added tax (vat). it also details when the principal shall pay the agent and in what currency.
compliance with laws, regulations and insurance
this section sets out the compliance obligations of both the principal and the agent. specifically, it sets out that:
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the principal must ensure that the products comply with the laws and regulations in the territory and must maintain product liability insurance
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the agent must obtain all necessary licences and must maintain insurance for the principal's property
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both parties must comply with anti-bribery and anti-corruption laws
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the agent is liable for breaching any laws or terms of the agreement and must indemnify the principal against any losses arising from the agent’s actions
intellectual property
this section sets out how any relevant intellectual property (ip) is owned. it specifically states that the ip in the products is owned by the principal only and that the agent can only use the ip as authorised by the principal.
confidentiality
this section explains that the parties may have access to each other’s confidential information during the course of the sales agency agreement. it sets out that this information must only be used by the parties to meet their respective obligations under the agreement.
termination
this section sets out how the sales agency agreement can be brought to an end and how much notice must be given.
consequences of termination
this section details what happens when the sales agency agreement is brought to an end. this includes the specific obligations of the principal (if any) and the sales agent (eg promoting, marketing or selling the products).
circumstances beyond the control of the parties
this section, which constitutes a ‘force majeure clause’, details what happens if circumstances beyond the control of the parties occur. it clarifies that neither the principal nor the sales agent is liable for a failure or delay in performing their obligations where this was caused by something outside of their reasonable control. it also sets out what options are available to the parties in such situations.
entire agreement
this clause is a standard ‘boilerplate clause’ that sets out that this sales agency agreement contains the complete agreement between the parties and replaces any prior discussions, arrangements, or agreements related to the agreement.
general
this section covers certain boilerplate clauses that are included in most sales agency agreements. boilerplate clauses cover various points of law that govern how this agreement operates. they include:
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excluding the contracts (rights of third parties) act 1999 or the contract (third party rights) (scotland) act 2017. this means that third parties (ie parties that aren’t the principal or the sales agent) who would otherwise have the ability to enforce obligations under this agreement are not able to do so
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setting out how any notices (or other communications) should be served (ie delivered) under the agreement
governing law and jurisdiction
this section establishes the jurisdiction of the sales agency agreement. this is the legal system that must be utilised to settle any conflicts. this is necessary because the legal system of england and wales differs from that of scotland.
schedule 1 - the products
schedule 1 to the sales agency agreement provides a list of the products sold under the agreement. a brief description should be provided for each product to assist in identifying it.
schedule 2 - territory
schedule 2 to the sales agency agreement provides a list of the territories (ie geographical areas) in which the product(s) can be sold. the territories should be appropriate to the specific circumstances and may, for example, be a country, a county, a city or a specific postcode.
schedule 3 - minimum sales targets
schedule 3 to the sales agency agreement sets out the agent’s specific sales target. for more information on setting these, see the faq ‘can i set a minimum sales target?’.
schedule 4 - principal's terms and conditions of sale
schedule 4 to the sales agency agreement includes a copy of the principal’s terms and conditions of sale. these must be attached before the agreement is signed by both parties.
you can edit your document if you want your sales agency agreement to include further or more detailed provisions. however, if you do this, you may want a lawyer to review or change the sales agency agreement for you, to make sure it complies with all relevant laws and meets your specific needs. ask a lawyer for assistance. -
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legal tips for making a sales agency agreement
consider whether you want to appoint an exclusive, sole, or non-exclusive sales agent
depending on your specific circumstances, you may wish to appoint a sales agent who has exclusive rights to sell your product(s) in a given area. alternatively, you may wish to appoint several sales agents to operate in the same area. factors for you to bear in mind when making this decision include:
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market saturation - if your product’s market is already saturated with competitors, it may be beneficial to appoint non-exclusive sales agents. doing this may allow you to reach a wider audience and potentially increase sales
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the uniqueness of your product - if your product is unique and has little competition, it may be beneficial to appoint an exclusive or sole sales agent. doing this gives the agent greater sales volumes, potentially allowing them to focus solely on selling your product, which may lead to better sales results
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sales targets - if you have specific sales targets that your agent needs to meet, it may be beneficial to appoint an exclusive or sole sales agent. doing this can allow you to monitor the agent's performance more accurately and to ensure that they are meeting your targets
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the degree of control you have - if you wish to maintain tighter control over your branding and messaging, it may be beneficial to appoint an exclusive or sole sales agent. doing this makes it easier to ensure that your brand is being represented in the way that you want
for more information, see the faq ‘what is the difference between exclusive, sole, and non-exclusive agents?’.
determine what would constitute a reasonable minimum sales target
which minimum sales target you wish to set for your sales agent will depend on several factors, including the nature of your business, the products or services you are selling, and the sales cycle for your industry. when setting the agent’s targets, you may wish to consider:
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historical sales data - review your business’ past sales performance and try to identify any patterns or trends. this can help you to set realistic sales targets based on past performance
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industry benchmarks - to get a sense of what is considered average or above average performance for your industry, you should research industry benchmarks for sales performance. this can help set targets that are achievable and in line with industry norms
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sales cycle length - consider the length of your sales cycle and how it may impact your sales targets. if your sales cycle is longer than average, you may need to set lower targets to account for the longer timeframes required to close deals
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market opportunities - look at the size of your market and the potential demand for your products or services. this can help set targets that are ambitious but also realistic based on market opportunities
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available resources - consider the resources you have available to support your sales agent (eg marketing materials and sales training). these resources can impact the sales targets you set for your agent
understand when to seek advice from a lawyer
ask a lawyer if:
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this sales agency agreement doesn’t meet your needs
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you wish to appoint a distributor who buys goods before reselling them
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you wish to appoint a franchisor who has a licence to offer similar products
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you wish to appoint a marketing agent who cannot conclude contracts on your behalf
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you wish to appoint an agent to sell services
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you wish to appoint an agent to sell mixed goods and services
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sales agency agreement faqs
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what is included in a sales agency agreement?
this sales agency agreement template covers:
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the basis of the sales agent’s appointment
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the duties of the principal and of the sales agent
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the sales agent’s minimum sales targets
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the agent’s commission amount and process for payment
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ending the agreement
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why do i need a sales agency agreement?
you need a sales agency agreement when you want to appoint an exclusive, sole, or non-exclusive agent to sell your products in a defined geographical area or territory.
by entering into a formal and binding contract, you protect yourself and your business in situations where you are appointing an agent to sell your products or are being appointed as a sales agent. having a written record of the agreed-upon terms helps provide clarity and prevents future disputes.
this straightforward sales agency agreement contains everything needed to protect a principal with a product to sell as well as the appointed sales agent, ensuring that both comply with the law. it covers the basis of appointment, the geographical areas (or territory) for sales, duties of the principal and agent, minimum sales targets, commission and how to end the agreement.
for more information, read our guide on the commercial agents regulations.
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what is the difference between a distributor and a sales agent?
an agent is someone who acts on the supplier's (ie principal’s) behalf. an agent may arrange sales and physically form contracts for sales, but the contract for the sale of the goods will be between the supplier and the end customer (ie an end-user of the product).
a distributor is a supplier's customer. a distributor can sell products to a distributor (eg in bulk). the distributor can then sell the products on to their own customers (here the contracts of sale will be between the distributor and their (ie the end) customers. a distributor is appointed using a distribution agreement.
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what is the difference between exclusive, sole, and non-exclusive agents?
exclusive agency gives an agent exclusive rights to sell the principal's products in the territory and the principal agrees not to appoint other agents in the same territory. this means that the agent is the only business allowed to sell the principal’s products in this area. if an agent is granted exclusive agency, even the principal cannot actively make sales in their territory.
a grant of sole agency gives the same rights as exclusive agency (ie no other agents can actively sell in the agent’s territory), but the principal itself can also sell within the territory.
in a non-exclusive agency arrangement, the principal can appoint other agents in the territory and the agent will need to compete with others to promote and conclude sales. normally, the territory will be defined as the geographical area the agent is appointed to operate within.
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what restrictions can a supplier place on an agent?
a supplier can prevent an agent from selling competing products from other businesses in the set territory. this can be for the duration of the agreement and/or for a period of time after the agreement ends. a supplier can also restrict the agent from exceeding an expense limit in the specified period of time and may require an agent to provide a guaranteed payment that protects the supplier in case a buyer fails to make a payment.
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can i set a minimum sales target?
minimum sales targets are the amounts of sales that agents need to meet. it is commercially prudent to have a mechanism in place to measure the output of an agent to evaluate whether they are effective. this is particularly important if the agent is appointed on an exclusive basis.
under this sales agency agreement, you can set a minimum sales target. the minimum sales target should be realistic or it will have to be amended. the target can be measured over one or two successive quarters or a year.
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what can i do if an agent does not meet their target?
if an agent does not meet a target, a principal can choose to take steps such as:
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supplying their products directly to customers in the territory
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appointing another agent to promote and sell the products in that territory
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removing or adding products to the list of those that the agent is authorised to sell
you can also choose to end the relevant agency agreement if you feel that this is appropriate.
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how can this sales agency agreement be ended?
this agreement can be terminated:
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by giving notice to an agent if they fail to meet the minimum sales target
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for no reason, by giving appropriate notice (eg 1 month for the first year of the agreement or 2 months for the second year of the agreement)
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by either party, when the other commits a material breach of the agreement and fails to remedy it within a specified period of time
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when either party is dissolved or is at risk of bankruptcy
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