AGREEMENT BETWEEN MANUFACTURER AND DEALER

Updated 3 July 2026

An agreement between a manufacturer and a dealer in India appointing the dealer to sell the manufacturer's goods to retailers on commission, on an exclusive basis. It covers the supply of stock, sale at listed prices and the dealer's commission, return of unsold stock, a minimum annual sales guarantee (with cancellation if sales fall short), mutual exclusivity during the term (the manufacturer appoints no other wholesaler; the dealer handles no competing products), a five-year term with cancellation options, and dispute resolution by a named sole arbitrator.

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AGREEMENT BETWEEN MANUFACTURER AND DEALER

This agreement is made on this ______ day of ____________, 20____, between Mr. ____________________, S/o ____________________, doing business at ____________________ under the name and style of ____________________ (hereinafter called the "Manufacturer", which term shall include its heirs-in-interest) of the One Part;

AND Chin & Chin Co., carrying on business at ____________________ (hereinafter called the "Dealer", which term shall include his heirs and assigns) of the Other Part, to the following effect:

1. The Manufacturer shall supply, and the Dealer shall sell, the whole of the Manufacturer's subsisting stock of ____________________ and other goods as manufactured hereafter, without any exception or retention thereof.

2. The goods so supplied shall be sold by the Dealer strictly at listed prices to retailers, for which he will be entitled to a commission of ______% on all listed prices, exclusive/inclusive of all railway freight (as may be consented).

3. If any part of the goods shall remain unsold for over ______ months after supply/delivery, the Dealer shall return the stock to the Manufacturer.

4. The Dealer guarantees a minimum sale valued at Rs. ____________ annually. If the sale falls short by 25% or more for any consecutive two years or more, this agreement may, at the option of either party, be cancelled.

5. The Manufacturer shall not, during the continuance of this covenant, appoint any other wholesale dealer concerning identical or similar products, nor manufacture, supply or sell any portion thereof to anyone other than the Dealer.

6. Subject to what is stated in paragraph 4 hereof, this covenant shall remain enforceable for five years — subject to the opting of either party as laid down therein, and also subject to the condition that the Dealer shall not, during the currency of this agreement, sell or encourage the sale of identical or similar products of any other manufacturer.

7. Any differences and controversies concerning these presents, or the rights or duties of the parties hereto in relation to the transactions covered by this agreement, or arising out of or in relation to these presents, shall be referred to the sole arbitrator, Mr. ____________________, for settlement, whose award shall be binding and final on the parties.

IN WITNESS WHEREOF the parties hereto have executed these presents on the day, month and year first above-written.

Signed, sealed and delivered by ____________________ (the Manufacturer) and by ____________________ (the Dealer), in the presence of witnesses:

DATE: ____________
PLACE: ____________

WITNESSES:
1. ________________________
2. ________________________

About this template

What is this template?

AGREEMENT BETWEEN MANUFACTURER AND DEALER is a free, ready-to-use Commercial law template you can open, customize, and download on GitLaw. It gives you a professionally structured starting point, so you never have to draft from a blank page. The wording is plain and modern, organized into clear sections that are easy to read, edit, and adapt to your own situation before you share or sign it.

When should you use it?

Reach for this Commercial law template whenever you need a reliable agreement quickly and want to be sure the essentials are covered. It suits individuals, freelancers, startups, and established businesses alike. Instead of paying for a document drafted from scratch, you can start here, tailor the details to your arrangement, and have a polished draft ready in minutes. This version is drafted with India in mind, though you should always review the final wording against the laws that apply to you.

What's typically included?

A well-drafted Commercial law usually sets out the parties involved, the scope of the agreement, and each side's rights and responsibilities. Expect sections covering key terms and definitions, how long the agreement lasts, how it can be ended, and what happens if something goes wrong. This template brings those building blocks together in a sensible order, so you can focus on the specifics rather than worrying about what to include. Open it to read the full document, then sign up to edit, negotiate, and e-sign it directly in GitLaw.