Distribution Agreement in Australia: Template and Key Clauses (2026)

A distribution agreement in Australia is a contract under which a supplier appoints a distributor to buy its products and resell them, usually in a defined territory. The distributor buys the goods, takes title and risk, and makes its margin on resale. This is different from an agency arrangement, where an agent sells in the supplier's name and earns commission without ever owning the goods. Getting that distinction right matters because it changes who carries risk, who sets the resale price, and what each side can do on termination. This is general information, not legal advice. Competition law and consumer law are technical in Australia, so take advice for exclusive or cross border arrangements. ## The law that shapes the deal Two regimes run through every Australian distribution agreement. The first is the Competition and Consumer Act 2010 (Cth), enforced by the Australian Competition and Consumer Commission (ACCC). It restricts anti competitive conduct such as resale price maintenance, certain exclusive dealing, and cartel conduct. The second is the Australian Consumer Law, which sits in a schedule to the same Act and gives buyers consumer guarantees that a contract cannot exclude for goods and services normally bought for personal or household use. A supplier and distributor can allocate risk between themselves, but they cannot contract out of consumer guarantees owed to end customers. ## Key clauses, clause by clause 1. Parties and products. Name the supplier and distributor and define the products, including any future products covered. 2. Territory and exclusivity. State the territory and whether the distributor is exclusive, sole or non exclusive. Exclusivity is powerful and can raise exclusive dealing questions, so be deliberate. 3. Appointment and resale. Confirm the distributor buys for resale in its own name and on its own account, taking title and risk, so the deal is a distribution and not a disguised agency. 4. Minimum purchase or targets. Set minimum purchase volumes or sales targets if you want them, and say what happens if they are missed, such as loss of exclusivity. 5. Pricing and resale price maintenance. The supplier sets the price at which it sells to the distributor. The supplier can recommend a resale price or set a maximum, but fixing or pressuring a minimum resale price is resale price maintenance and is prohibited under the Competition and Consumer Act. 6. Orders, delivery, title and risk. Set out ordering, delivery terms, when title and risk pass, and payment terms. 7. Intellectual property and branding. Licence the trade marks for resale and marketing only, and control how the brand is used. 8. Obligations and consumer guarantees. The distributor's duties on marketing, stock, after sales support and compliance, and how warranty and consumer guarantee claims flow back to the supplier. 9. Compliance with competition law. Avoid conduct that could breach the Act, such as minimum resale price fixing, third line forcing, or exclusive dealing that substantially lessens competition. 10. Term and termination. Set the length and notice. Australia has no statutory termination payment for distributors, so fair notice and sell off rights for remaining stock are the distributor's main protection. 11. Liability, warranties and product. Allocate product liability, warranties and recall responsibilities, keeping in mind the consumer guarantees that cannot be excluded. 12. Governing law and disputes. Choose the governing law, usually the law of an Australian state or territory, and the courts, and for cross border deals consider where disputes will be heard. ## Unfair contract terms If the distributor is a small business and the agreement is a standard form contract, the unfair contract terms rules in the Australian Consumer Law can apply. A term that is unfair, such as a one sided right to vary or terminate, can be struck out, and penalties can follow. Draft one sided terms with care and make key terms mutual where you can. ## Common mistakes to avoid - Confusing a distributor with an agent, so risk and resale pricing are handled the wrong way.

• Fixing the distributor's minimum resale price, which is resale price maintenance.
• Trying to exclude consumer guarantees that the Australian Consumer Law does not allow to be excluded.
• Granting wide exclusivity without checking the exclusive dealing rules.
• No minimum purchase or performance measure, so a passive distributor locks up a territory.
• No sell off period, leaving the distributor with unsellable stock on termination.
• Ignoring unfair contract terms exposure in a standard form contract with a small business. ## Keeping distribution relationships governed A supplier with distributors across several states or countries has to track different terms, exclusivity, targets, renewal dates and compliance exposure for each. The ongoing work is knowing which agreement says what, when each renews or can be ended, and whether targets are being met. Across spreadsheets and email that oversight slips, and a missed renewal or an unnoticed pricing issue is costly. Adira is an AI workspace, built on Claude, where you can draft a distribution agreement from a tuned template, review it for risk such as a resale price clause, sign and stamp it in flow, and track territories, targets and renewal dates in one place, with public per seat pricing and a 7 day trial. It is India first and global capable, and a command centre view of your distribution network is on its roadmap. The essential point is independent of any tool: know whether you have a distributor or an agent, respect the Competition and Consumer Act on pricing, and do not try to exclude consumer guarantees.