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

A reseller agreement lets one business (the reseller) buy a supplier's products or services and sell them on to its own customers in Mexico, usually in its own name and for its own account. It is different from an agency arrangement, where the agent sells in the supplier's name and earns commission. The distinction matters in Mexico because it changes how pricing, risk and tax work. This page is general information, not legal advice. Confirm the current position with a qualified Mexican lawyer before you sign. ## How are resellers regulated in Mexico? Mexico has no single statute dedicated to resellers or distributors, and no mandatory termination-compensation regime of the kind some European countries give to commercial agents. A reseller arrangement is a commercial contract governed by the Commercial Code (Codigo de Comercio), with the Federal Civil Code (Codigo Civil Federal) filling gaps under Article 2 of the Commercial Code. Related figures such as the commercial commission (comision mercantil) are recognised in the Commercial Code and are sometimes used for intermediaries. Key points that shape a Mexican reseller deal: - Freedom of contract, with limits. The parties can largely set their own terms. Choice of governing law is generally respected in commercial contracts.

• Competition law is the real constraint. The Federal Economic Competition Law (Ley Federal de Competencia Economica), enforced by COFECE, restricts certain vertical practices. Fixing the price at which a reseller must sell on (resale price maintenance), or imposing exclusivity and territory restrictions that harm competition, can be challenged. A supplier can set its own wholesale price and can recommend a resale price, but should be careful about mandating a minimum resale price.
• No automatic goodwill payout. Unless the contract says so, a supplier is generally not obliged to compensate a reseller for lost future business on termination. This makes the termination clause important.
• Trademarks. Letting the reseller use the supplier's brand is a licence; industrial property such as trademarks is governed by the Federal Law for the Protection of Industrial Property (Ley Federal de Proteccion a la Propiedad Industrial).
• Tax and language. IVA at 16 percent and CFDI invoicing apply to sales; for enforcement in a Mexican court you will usually need a Spanish version or translation. ## Key clauses in a Mexican reseller agreement - Appointment and exclusivity. Whether the reseller is exclusive or non-exclusive, and for which products.
• Territory. The geographic area, and whether active and passive sales outside it are allowed (watch competition limits).
• Products and supply. What is covered, ordering, delivery, title and risk passing.
• Pricing. The supplier's price to the reseller, and how resale pricing is handled. Recommended prices are safer than mandated minimum resale prices.
• Payment and tax. Terms, currency, IVA and CFDI invoicing, credit limits.
• Trademark licence. Permission to use the brand, quality control, and limits on use.
• Minimum purchase or performance. Targets, and the consequence of missing them.
• Term and termination. Duration, renewal, notice, termination for cause, and post-termination run-off of stock.
• Post-termination. Return or sell-through of inventory, stopping brand use, and (if agreed) any buy-back.
• Warranties, liability and indemnities. Product warranties, liability cap, and IP infringement cover.
• Compliance. Anti-bribery and sanctions undertakings, relevant where the reseller deals with the public sector.
• Governing law, forum and language. ## A simple reseller agreement skeleton you can adapt 1. Parties and recitals

2. Definitions
3. Appointment, exclusivity and territory
4. Products and supply terms
5. Orders, delivery, title and risk
6. Pricing and resale pricing
7. Payment, IVA and invoicing
8. Trademark licence and quality control
9. Minimum purchase and performance
10. Marketing and customer support responsibilities
11. Warranties and product liability
12. Limitation of liability and indemnities
13. Compliance (anti-bribery, sanctions)
14. Term and termination
15. Post-termination obligations
16. Governing law, dispute resolution and language ## Common mistakes in Mexican reseller agreements - Dictating the resale price. Mandating a minimum resale price can breach the Federal Economic Competition Law. Use recommended prices and set only your own wholesale price.

• Assuming EU-style termination protection either way. Mexico has no automatic goodwill compensation for resellers, so a supplier that wants a clean exit, or a reseller that wants protection, must write it into the contract.
• Confusing reseller with agent. A reseller sells in its own name and bears the risk; an agent sells in the supplier's name for commission. Mixing the two muddles tax, liability and competition analysis.
• Loose trademark terms. Without quality control and clear limits, brand use can get out of hand and weaken the mark.
• Ignoring stock on exit. Not saying what happens to unsold inventory at termination causes disputes.
• English only. Harder to enforce in Mexico; agree a controlling language. ## Keeping your channel contracts under control The hard part of a reseller programme is not the first contract. It is running many resellers on consistent terms, tracking territories and renewal dates, spotting a pricing or exclusivity clause that could raise a competition issue, and keeping trademark and termination terms aligned as the programme grows. When this lives in scattered documents, inconsistencies creep in. That is the work an AI contract workspace can hold in one place: draft from your approved reseller template, see per-clause risk flagged against how your company contracts, edit clauses in plain language, and keep a live timeline of territories, renewals and obligations across the channel. Adira is one such workspace if you want to see the idea in practice. Its depth outside India is on the roadmap, so confirm Mexico-specific competition points with local counsel. ## FAQ