South Africa
Distribution Agreement
R999
Create a professional distribution agreement that records the appointment of a distributor, territory, products, exclusivity, pricing, orders, delivery, sales targets, marketing duties, intellectual property use, confidentiality, compliance, and termination rights.
A Distribution Agreement is used where a supplier, manufacturer, importer, producer, or brand owner appoints another party to distribute, market, sell, resell, or supply products in a defined territory or channel. It is suitable for wholesale distribution, product reselling, regional distribution, retail channels, online sales, imported goods, manufacturing supply chains, software distribution, equipment distribution, and brand expansion arrangements. The agreement should clearly regulate appointment, territory, exclusivity, product range, orders, pricing, delivery, risk, ownership, warranties, marketing, brand use, sales targets, customer support, compliance, reporting, termination, and post-termination obligations.
South African legal context (2026 checklist)
Distribution agreements should be drafted carefully because they can create competition-law, consumer-law, tax, customs, product-liability, and brand-control risks. Exclusive territories, resale-price controls, restrictions on customers, non-compete clauses, online sales restrictions, and market-sharing provisions should be checked for competition-law compliance. If products are supplied to consumers, the agreement should allocate responsibility for product quality, warranties, returns, recalls, labelling, advertising claims, and complaints in line with consumer-protection law. Where customer or end-user information is shared, POPIA clauses should regulate authorised processing, confidentiality, security safeguards, and breach reporting.
- South African common law of contract
- Consumer Protection Act 68 of 2008
- Competition Act 89 of 1998
- Protection of Personal Information Act 4 of 2013
- Electronic Communications and Transactions Act 25 of 2002
- Companies Act 71 of 2008, where a company is a party and authority to contract is relevant
- Trade Marks Act 194 of 1993, where the distributor uses the supplier’s brand, logos, product names, or marks
- Copyright Act 98 of 1978, where catalogues, manuals, software, images, marketing material, product content, or documents are used
- Customs and Excise Act 91 of 1964, where goods are imported or exported
- International Trade Administration Act 71 of 2002, where import/export controls, permits, or trade measures are relevant
- Value-Added Tax Act 89 of 1991
- Income Tax Act 58 of 1962
- Tax Administration Act 28 of 2011
- National Credit Act 34 of 2005, where credit terms or deferred payment arrangements may be regulated
- Occupational Health and Safety Act 85 of 1993, where products, storage, delivery, installation, or site work create safety risks
- Prescription Act 68 of 1969
- Arbitration Act 42 of 1965, where arbitration is selected as the dispute-resolution mechanism
- Conventional Penalties Act 15 of 1962, where penalties, minimum targets, or liquidated damages are included
Use this as a starting point only. Verify current gazetted amendments, tribunal rules, and SARS / DOL circulars that may apply to your matter.
Typical questions we'll walk you through
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What is the full legal name of the supplier, manufacturer, producer, importer, or principal?
What is the full legal name of the distributor?
What products, goods, stock, equipment, software, or materials will be distributed?
Will the distributor buy and resell the products, or act only as an intermediary?
What territory will the distributor cover?
Will the distributor have exclusive, non-exclusive, or sole distribution rights?
Are there reserved customers, channels, online platforms, tenders, key accounts, or regions excluded from the territory?
What sales targets, minimum purchase quantities, or performance milestones must the distributor meet?
What prices, discounts, rebates, margins, commissions, or recommended resale prices will apply?
May the distributor set its own resale prices?
How will orders be placed, accepted, amended, or cancelled?
What delivery terms, lead times, stock requirements, packaging rules, and risk-transfer arrangements apply?
When does ownership of the products pass to the distributor or customer?
What payment terms, credit limits, interest, and security requirements will apply?
What warranties, product standards, specifications, returns, recalls, repairs, and after-sales support apply?
Who is responsible for marketing, advertising, product training, demonstrations, customer support, and promotional materials?
May the distributor use the supplier’s trademarks, logos, product images, manuals, websites, or marketing content?
Must the distributor comply with brand guidelines?
Will the distributor be allowed to appoint sub-distributors, agents, resellers, dealers, or online sellers?
May the distributor sell competing products?
Will confidentiality, non-circumvention, non-solicitation, restraint, or exclusivity clauses apply?
Will the distributor process customer, lead, supplier, employee, or end-user personal information?
What laws, permits, licences, product registrations, labelling rules, customs, import, export, or safety requirements apply?
What insurance must the distributor maintain?
What reports must the distributor submit, such as sales reports, stock reports, forecasts, customer feedback, or complaints?
What happens if the distributor fails to meet sales targets or damages the brand?
How may either party terminate the agreement?
What happens on termination, including stock buy-back, final orders, outstanding payments, handover, customer records, and stopping use of the brand?
How will disputes be resolved?
Who will sign the agreement on behalf of each party?
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