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Distribution Agreement
I need a distribution agreement for a local distributor in Austria to sell our consumer electronics products. The agreement should include terms for a 2-year exclusive distribution right, minimum purchase requirements, and provisions for marketing support and product training.
What is a Distribution Agreement?
A Distribution Agreement sets up the legal framework when one company wants to sell products through another company in Austria. It spells out how a manufacturer or supplier can get their goods to market through authorized distributors, covering key aspects like sales territories, pricing, and minimum purchase requirements.
Under Austrian commercial law, these agreements must clearly define the parties' roles, exclusivity rights, and compliance with EU competition rules. The contract typically includes quality standards, marketing obligations, intellectual property usage, and termination terms. Most Austrian distributors need specific protection clauses due to local commercial agent regulations that may apply to their relationship with suppliers.
When should you use a Distribution Agreement?
Use a Distribution Agreement when expanding your product reach into new Austrian markets through third-party sellers. This becomes essential once you're ready to move beyond direct sales and need a reliable network of distributors to handle local marketing, storage, and customer relationships.
The agreement proves particularly valuable for foreign manufacturers entering Austria, as it helps navigate EU competition laws and local commercial regulations. It's crucial when setting up exclusive territories, implementing specific sales targets, or establishing complex distribution chains that require clear rules about pricing, product handling, and brand representation.
What are the different types of Distribution Agreement?
- Wholesale Distribution Agreement: For large-scale product distribution to retailers, focusing on bulk pricing and volume commitments
- Master Distributor Agreement: Grants rights to appoint sub-distributors, ideal for managing regional distribution networks
- Exclusive Supply Agreement: Gives distributors sole rights in specific territories, common in luxury goods and specialized industries
- Simplified Distribution Contract: Streamlined version for straightforward distribution relationships with fewer complexities
- Profit Distribution Agreement: Focuses on revenue sharing and commission structures between parties
Who should typically use a Distribution Agreement?
- Manufacturers/Suppliers: Austrian or international companies seeking to distribute their products through local channels, typically drafting the initial agreement terms
- Distributors: Local Austrian businesses that purchase and resell products, often negotiating territory rights and sales targets
- Commercial Lawyers: Draft and review Distribution Agreements to ensure compliance with Austrian and EU competition laws
- Sales Directors: Negotiate commercial terms and maintain distributor relationships
- Compliance Officers: Monitor adherence to distribution terms and regulatory requirements
- Financial Controllers: Track sales performance, commissions, and pricing compliance under the agreement
How do you write a Distribution Agreement?
- Basic Details: Gather full legal names, addresses, and registration numbers of all parties involved
- Product Information: List specific products, technical specifications, and any required certifications for Austrian market
- Territory Definition: Map out exact geographical areas for distribution rights within Austria and EU
- Commercial Terms: Define pricing structure, minimum purchase quantities, and payment conditions
- Performance Metrics: Set clear sales targets, reporting requirements, and evaluation criteria
- Compliance Check: Review Austrian competition laws and EU distribution regulations
- Draft Generation: Use our platform to create a legally-sound agreement that includes all mandatory elements
What should be included in a Distribution Agreement?
- Party Details: Full legal names, registration numbers, and authorized representatives of both distributor and supplier
- Product Scope: Detailed description of products, including technical specifications and quality standards
- Territory Rights: Clear definition of geographical areas and any exclusivity provisions under EU law
- Commercial Terms: Pricing structures, payment conditions, and minimum purchase requirements
- Performance Obligations: Sales targets, marketing requirements, and reporting duties
- Term and Termination: Duration, renewal conditions, and termination procedures following Austrian commercial law
- Data Protection: GDPR compliance measures and data handling protocols
- Dispute Reֱ: Choice of Austrian law, jurisdiction, and mediation procedures
What's the difference between a Distribution Agreement and a Broker Agreement?
A Distribution Agreement differs significantly from a Broker Agreement, though both involve intermediaries in commercial transactions. Understanding these differences is crucial for Austrian businesses to choose the right contract structure.
- Ownership and Control: Distributors purchase and resell products under their own name, while brokers never take ownership and only facilitate deals between parties
- Risk and Inventory: Distributors maintain inventory and bear financial risk, whereas brokers have no inventory obligations
- Compensation Structure: Distributors earn through markup on sales, while brokers receive commissions based on successful transactions
- Legal Obligations: Under Austrian law, distributors face stricter regulatory requirements, including product liability and consumer protection obligations
- Market Presence: Distributors actively develop the market and maintain customer relationships, while brokers typically focus on transaction matching only
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