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Distribution partners · territory, targets and termination published before you apply
Exclusivity is easy to grant and very hard to take back. Here is precisely what ours covers.
Most distribution agreements are generous on the first page and quiet on the last one. This page starts at the last one: what the territory actually includes, what happens if we sell into it, what keeps it yours, and what gets bought back when either of us walks away.
90 daysNotice, the same in both directions
100%Of unsold current stock bought back at what you paid
1Distributor per territory, and it means one
0Direct sales by us into a granted territory
Put your own terms in, and if the last number cannot honestly be zero, write the real carve-out into the territory section rather than leaving it here as a promise.
What exclusive actually covers
A territory described in a word is a dispute waiting for a reason. Ours is an appendix with a list in it, and the list is agreed before anything is signed rather than referred to afterwards.
Territory is a list, not an adjective — Named countries, regions or postcode ranges, written down. "The north" and "the south-east" have started more channel arguments than price ever has
Exclusive on the channel too, or it is not exclusive — If we can appoint a second partner selling the same range to the same kind of customer in the same place, you do not have exclusivity — you have a head start
House accounts are carved out by NAME, before you sign — Not by category and not by size. A named list you have read is fair; "major accounts reserved" is a clause we could drive anything through later
An online order shipping into your territory is yours — Web sales cross every border ever drawn on a map. Say who owns that order before it happens — we credit it to the territory it ships to, at your margin
Marketplaces and shows need their own line — A third-party marketplace listing reaches everybody. Ours are either shut off or credited to the territory, and which one it is written down rather than assumed
A customer who buys through another partner — Happens, usually innocently, usually because somebody moved sites. The margin follows the delivery address, we tell both partners, and nobody has to police it themselves
Exclusive on the channel too, or it is not exclusive — If we can appoint a second partner selling the same range to the same kind of customer in the same place, you do not have exclusivity — you have a head start
House accounts are carved out by NAME, before you sign — Not by category and not by size. A named list you have read is fair; "major accounts reserved" is a clause we could drive anything through later
An online order shipping into your territory is yours — Web sales cross every border ever drawn on a map. Say who owns that order before it happens — we credit it to the territory it ships to, at your margin
Marketplaces and shows need their own line — A third-party marketplace listing reaches everybody. Ours are either shut off or credited to the territory, and which one it is written down rather than assumed
A customer who buys through another partner — Happens, usually innocently, usually because somebody moved sites. The margin follows the delivery address, we tell both partners, and nobody has to police it themselves
Three names, not a shared inbox
[M
[Channel manager]Your first call for anything commercial
Owns the territory, the target and the price list. Replace this with a real person — a partner page with no names on it is asking you to trust an organisation, which is not a thing that answers the phone.
[E
[Applications engineer]For anything technical, before the quote
Answers specification questions directly rather than through the commercial team, because a specification relayed twice is a specification that changed. Available to your customers with you on the call.
[O
[Credit and orders]Limits, statements and anything on an invoice
A named person rather than a queue, because credit conversations go badly when nobody owns them. Will call before a limit is ever reduced, which is the whole point of naming them here.
Swap in your own people and keep the roles separate. One name against three jobs is a shared inbox with a photograph on it.
The target, and what actually happens if you miss it
A target exists because exclusivity has a cost to us. It is not a stick, and the sequence below matters more than the number does.
Agreed, in units or value, and reviewed with you annually — Not issued. A number you had no part in setting is a number you have no reason to defend, and both of us can see that from the start
Missing it does not end anything automatically — It opens a conversation. If the market moved, we would rather know than be right about a forecast written eighteen months ago
Three steps, in order, with notice at each — A review meeting, then non-exclusive on the territory, then termination. Nobody arrives at step three without having sat through step one, and none of them happen by email alone
We do not set next year's target from your best year — A one-off project that will not repeat is taken out of the baseline before the target is set. Ratcheting a number off an exceptional year is how good partners are quietly lost
A target built on a discontinued line gets reset — If we stop making something you were selling, that is our decision and its effect on your number is ours to absorb, not yours to explain
Stock is sold when you buy it, not when your customer does — Your target counts what you took, which means you are never penalised for holding inventory that serves your market. It is also why the buy-back below has to be real
Missing it does not end anything automatically — It opens a conversation. If the market moved, we would rather know than be right about a forecast written eighteen months ago
Three steps, in order, with notice at each — A review meeting, then non-exclusive on the territory, then termination. Nobody arrives at step three without having sat through step one, and none of them happen by email alone
We do not set next year's target from your best year — A one-off project that will not repeat is taken out of the baseline before the target is set. Ratcheting a number off an exceptional year is how good partners are quietly lost
A target built on a discontinued line gets reset — If we stop making something you were selling, that is our decision and its effect on your number is ours to absorb, not yours to explain
Stock is sold when you buy it, not when your customer does — Your target counts what you took, which means you are never penalised for holding inventory that serves your market. It is also why the buy-back below has to be real
When it ends, whoever ends it
Written here because the only useful time to read a termination clause is before you have invested in the brand. A partner who has seen this and still applies is a partner worth having.
Ninety days, the same in both directions — If we can leave in ninety days, so can you. A notice period that is longer one way is a clause designed for a fight rather than for a business
Unsold current stock bought back at what you paid — Current, saleable, in original packaging. Not at a discount, not as a credit against a debt you no longer owe, and collected at our cost
What we will not buy back, said now — Discontinued lines you over-ordered after we advised against it, anything damaged or repackaged, and stock more than twenty-four months old. Three exclusions, listed, rather than a general clause we interpret later
Your customer list stays yours — We do not receive it, we do not ask for it, and nothing in the agreement transfers it. What you built is what you keep, and that is the actual reason to invest in a territory
We will not approach your customers during notice — Not for a handover, not for a transition, not for a courtesy call. If they contact us we tell them to speak to you until the last day
Warranty on units already sold continues — For the full term, honoured by us directly if you are gone. An end user is not collateral in a disagreement between two companies they never signed anything with
If we go direct, that is a termination and we pay for it — Selling into a territory we granted is the same act as ending the agreement, and it triggers the same notice and the same buy-back. Naming that here is the reason the zero in the numbers above is believable
Unsold current stock bought back at what you paid — Current, saleable, in original packaging. Not at a discount, not as a credit against a debt you no longer owe, and collected at our cost
What we will not buy back, said now — Discontinued lines you over-ordered after we advised against it, anything damaged or repackaged, and stock more than twenty-four months old. Three exclusions, listed, rather than a general clause we interpret later
Your customer list stays yours — We do not receive it, we do not ask for it, and nothing in the agreement transfers it. What you built is what you keep, and that is the actual reason to invest in a territory
We will not approach your customers during notice — Not for a handover, not for a transition, not for a courtesy call. If they contact us we tell them to speak to you until the last day
Warranty on units already sold continues — For the full term, honoured by us directly if you are gone. An end user is not collateral in a disagreement between two companies they never signed anything with
If we go direct, that is a termination and we pay for it — Selling into a territory we granted is the same act as ending the agreement, and it triggers the same notice and the same buy-back. Naming that here is the reason the zero in the numbers above is believable
Apply
Two weeks to a straight answer, and a no arrives with the reason. We would rather have four partners who sell than eleven who hold a territory, so most applications are declined and it is not personal.
Apply to distribute
The last question is on the form because an existing agreement with a competitor is usually workable and always fatal if it surfaces later. Say it now and it is a conversation.
Live preview — every color, word and block is editable after you pick it.