Distribution Agreement in New Zealand: Template and Key Clauses (2026)

A distribution agreement in New Zealand is the contract under which a supplier appoints a distributor to buy its products and resell them in a defined market. The distributor usually buys the goods, takes title and sells on its own account, which is different from an agent who sells on the supplier's behalf. The agreement covers the territory, whether it is exclusive, pricing and ordering, marketing, intellectual property and how the relationship ends. This is general information, not legal advice. Competition and consumer law change, and every arrangement differs, so confirm the current position before relying on any clause. ## How New Zealand law shapes a distribution agreement Several laws apply together. The Commerce Act 1986 is the competition law, and it prohibits arrangements that substantially lessen competition and, importantly, resale price maintenance, so a supplier cannot dictate the price at which the distributor resells. The Fair Trading Act 1986 prohibits misleading and deceptive conduct and regulates unfair contract terms, which can affect standard-form distribution terms. The Contract and Commercial Law Act 2017 consolidates much of the general contract and sale-of-goods law. The Consumer Guarantees Act 1993 can reach through to the distributor where goods are sold to consumers. <!-- [VERIFY] exact Commerce Act section on resale price maintenance and the unfair-contract-terms provisions of the Fair Trading Act before citing section numbers --> ## A clause by clause skeleton Use this as a structure to adapt, not a finished document. ``` DISTRIBUTION AGREEMENT Parties: [Supplier] and [Distributor] Date: [date] 1. APPOINTMENT The Supplier appoints the Distributor to buy and resell the Products in the Territory. 2. TERRITORY AND EXCLUSIVITY The Territory is [area]. The appointment is [exclusive / sole / non-exclusive]. 3. PRODUCTS The products covered and how the range can change. 4. ORDERS AND SUPPLY How orders are placed and accepted, lead times and any minimum purchase targets. 5. PRICE AND PAYMENT The price the Distributor pays the Supplier, payment terms, and the fact the Distributor sets its own resale prices. 6. TITLE AND RISK When ownership and risk in the products pass to the Distributor. 7. MARKETING AND BRAND Marketing obligations, use of the brand and approval of materials. 8. INTELLECTUAL PROPERTY The Supplier owns the IP; the Distributor gets a limited licence to promote and sell. 9. WARRANTIES AND CONSUMER LAW Product warranties and how consumer-law obligations are handled between the parties. 10. LIABILITY AND INDEMNITIES The agreed cap, exclusions and any indemnity, subject to law. 11. TERM AND TERMINATION How long it runs, renewal, grounds and notice for ending it, and run-off of stock. 12. GOVERNING LAW AND DISPUTES Governed by New Zealand law; disputes by [arbitration / courts]. Schedule 1: Products Schedule 2: Territory and Targets

- **Fair Trading Act.** Misleading conduct is prohibited, and unfair terms in standard-form contracts can be challenged.
- **Consumer Guarantees Act.** Where products reach consumers, consumer guarantees apply, so allocate responsibility for them between the parties.
- **Online and parallel sales.** Decide how online sales and parallel imports are handled, as they can undercut an exclusive territory. ## Common mistakes to avoid - Setting or controlling the distributor's resale prices, which breaches the Commerce Act.
- Vague territory and online-sales terms that pit distributors against each other.
- Ignoring consumer guarantees, so no one is clearly responsible when a consumer complains.
- No retention of title, leaving the supplier exposed if the distributor does not pay.
- No plan for leftover stock when the agreement ends. ## Keeping distribution contracts in one place A supplier that sells through distributors ends up with many agreements, each with its own territory, targets, pricing, renewal date and liability position, plus order forms and amendments. When these live across email and spreadsheets, it is hard to see which distributor covers which market, whose renewal is due, and where the restrictive clauses sit. Drafting a distribution agreement, reviewing a territory or pricing clause for competition-law risk, editing a target in plain language and holding every contract with its renewal dates in one view can live in a single AI workspace tuned to how your company contracts. Adira is built around that workspace, running on Claude, with per-seat pricing shown up front and a 7-day trial, India-first and built to work across jurisdictions. You can read more at [adiralaw.com](https://adiralaw.com). For a single deal the skeleton above is enough on its own. The point worth keeping is that a distribution network is easier to govern when every agreement, its territories and its renewal dates stay together and current.