Adam Frankel
General Counsel · Technology & AI
15+ years as General Counsel to technology, cloud & AI companies
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. ________________________
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About this template
What is this template?
This is an exclusive distribution agreement between a producer and a wholesaler. It contains a minimum sales volume requirement expressed in Rupees and a specific non-compete restriction on the dealer. It is not a retail agency agreement as it focuses on supply to retailers via a single dealer.
When should you use it?
Use this document when a manufacturer wants to appoint one person to handle their entire production output for five years. Use a Sale and Distribution Agreement if the arrangement is non-exclusive or lacks a minimum sales guarantee.
What's inside
| Clause | Name | What it does |
|---|---|---|
| 1 | Supply and Sale | The Manufacturer must supply its entire subsisting stock and future goods to the Dealer for sale without exception. |
| 2 | Commission and Pricing | The Dealer receives a commission of a specified percentage on listed prices for goods sold to retailers. |
| 3 | Return of Unsold Stock | The Dealer must return any goods that remain unsold for more than a specified number of months after delivery. |
| 4 | Minimum Sale Guarantee | The Dealer guarantees a minimum annual sale value in Rupees, with termination rights if sales fall short by 25%. |
| 5 & 6 | Exclusivity and Non-Compete | The Manufacturer is prohibited from appointing other dealers, while the Dealer cannot sell identical products from other manufacturers. |
| 7 | Arbitration | All disputes are referred to a named sole arbitrator whose final award is binding on both parties. |
Who it's for
- a manufacturer seeking an exclusive wholesale distribution channel in India
- a wholesale dealer committing to a minimum annual sales value in Rupees
- parties requiring a fixed five-year term for a supply and distribution arrangement
How long it runs and how it's signed
How long
Runs for a fixed period
Stated duration
five years
Signed by
Manufacturer, Dealer
Witness
Required
Notarisation
Not required
Also needed
seal
Jurisdiction
India
Document info
GitLaw document. Document created on Fri Jun 26th, 2026. Last updated on Fri Jul 3rd, 2026.
This document is public
Licensed under CC BY 4.0 (Attribution).
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