Reseller Agreement in Finland: Template, Key Clauses and Local Law (2026)

A Reseller Agreement in Finland sets the terms on which a reseller buys a supplier's products or services and sells them on to its own customers, in its own name and for its own account. It is different from an agency arrangement, and that difference changes the law that applies. This guide covers the Finnish rules, the key clauses, a usable skeleton, and the common mistakes. This is general information, not legal advice. Confirm the detail with a qualified Finnish lawyer before you sign. ## Reseller or agent? Why it matters in Finland A reseller buys and resells at its own risk. An agent promotes or concludes sales for a principal and is paid commission. Finnish law treats them differently. The Act on Commercial Representatives and Salesmen (417/1992), which implements the EU Commercial Agents Directive, gives agents a right to indemnity or compensation when the contract ends. A true reseller falls outside that Act, so does not get the statutory agent compensation by default. But a relationship labelled reseller can be reclassified if it works like agency, so draft it to match reality. ## Finnish law that governs a reseller agreement ### Freedom of contract and the Contracts Act (228/1929) Finland follows freedom of contract. The Contracts Act (Laki varallisuusoikeudellisista oikeustoimista, 228/1929) governs formation and validity, and Section 36 lets a court adjust a term it finds unreasonable, even between businesses. Keep termination and liability terms balanced. ### Sale of goods Resale of physical products is a chain of sales, so the Sale of Goods Act (Kauppalaki, 355/1987) supplies default rights and duties between supplier and reseller unless you vary them. ### Competition law Resale pricing and territorial restrictions are constrained by EU and Finnish competition law. A supplier can set a maximum or recommended resale price but generally may not fix a minimum resale price. The EU Vertical Block Exemption Regulation and its guidelines are the reference point. ### Payment terms The Act on Payment Terms in Commercial Contracts (30/2013) applies: a default 30 day payment period, with anything over 60 days allowed only if expressly agreed and not grossly unfair. ## Key clauses to include - Appointment and scope. What products or services, and whether the reseller is exclusive, sole, or non-exclusive.

• Territory and customers. The market the reseller may serve, within competition-law limits.
• Pricing and discounts. Purchase prices, discount tiers, and resale pricing (recommended or maximum, not a fixed minimum).
• Orders and supply. How orders are placed, forecasts, lead times, and stock.
• Trademark and IP licence. Permission to use the supplier's marks for resale, with quality and usage controls.
• Minimum purchase or performance targets. Volume commitments, if any, and the consequence of missing them.
• Warranties and support. Product warranties, who handles end-customer support, and returns.
• Confidentiality. Both ways.
• Term and termination. Duration, notice periods, termination for cause, and run-off rights to sell remaining stock.
• No agency compensation (if intended). State the relationship is reseller, not agency, so the statutory agent indemnity is not assumed.
• Governing law and disputes. Finnish law, and Finnish courts or arbitration. ## A usable reseller agreement skeleton 1. Parties and definitions

2. Appointment and exclusivity
3. Territory and permitted customers
4. Products and services
5. Orders, forecasts, and supply
6. Prices, discounts, and resale pricing
7. Trademark and intellectual property licence
8. Minimum purchase or performance targets
9. Reseller obligations (marketing, quality, compliance)
10. Warranties, support, and returns
11. Confidentiality
12. Term and termination
13. Effect of termination (stock, run-off, trademark use ends)
14. Governing law and dispute resolution
15. Signatures ## Common mistakes to avoid - Blurring reseller and agency. If the deal works like agency, a court may apply the agent compensation rules of the 417/1992 Act despite the label.

• Fixing minimum resale prices. This risks breaching competition law. Use maximum or recommended prices.
• Over-broad trademark use. Without quality and usage controls, the supplier loses control of its brand.
• No run-off rights. On termination, the reseller may be left holding stock it cannot sell. Address remaining inventory.
• Unbalanced termination. A one-sided, immediate termination right can be reopened under Section 36. ## One workspace for your Finnish channel contracts Reseller deals multiply: one supplier, many resellers, each with its own territory, price list, renewal date, and target. Keeping every agreement, its schedules, and its deadlines together, rather than in separate files, is what keeps a channel manageable. Adira is an AI legal workspace built for that: draft, review, and track linked contracts in one place, with clauses modelled so a change stays consistent across documents. Adira is deepest in Indian law today, and wider jurisdiction depth, including the Nordics, is on its roadmap, so treat non-India output as a draft for local counsel to confirm. Get the reseller-versus-agent line right first, respect competition law on pricing, and keep the paperwork in one trail.