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

A reseller agreement in New Zealand lets one party (the reseller) buy a supplier's products or services and sell them on to customers in its own name. It is different from an agency arrangement. A reseller takes title and sells for its own account, sets its own resale terms with customers, and carries its own margin and risk. An agent sells for the principal and earns commission. Getting that distinction right drives who is liable to the end customer and how much control the supplier can impose on resale. New Zealand has no dedicated reseller statute. The agreement rests on the general law of contract and on competition and consumer statutes that limit how far a supplier can control a reseller's pricing and conduct. This guide explains that framework, lists the clauses a reseller agreement should contain, and gives a skeleton you can adapt. It is general information, not legal advice. Confirm the current position with a qualified New Zealand lawyer before you sign. ## The law that governs resale in New Zealand - Contract and Commercial Law Act 2017. It consolidates the general contract law that governs how the agreement is formed and enforced, including rules on the sale of goods.

• Commerce Act 1986. This is the key constraint on resale terms. Resale price maintenance is prohibited, so a supplier cannot require a reseller to charge a minimum resale price or stop it discounting. A supplier can recommend a price if it is genuinely non-binding. The Act also prohibits cartel conduct and anti-competitive agreements, which matters for exclusive territories and customer allocation.
• Fair Trading Act 1986. It prohibits misleading and deceptive conduct in trade and contains an unfair contract terms regime that can reach one-sided terms in standard form small trade contracts. A supplier is also responsible for the accuracy of claims it supplies to resellers.
• Consumer Guarantees Act 1993. Where the reseller sells to consumers, statutory guarantees apply to the goods or services, and the reseller is the consumer's first point of recourse. ## Key clauses in a New Zealand reseller agreement ### 1. Appointment and exclusivity State whether the reseller is exclusive, sole, or non-exclusive, and whether the supplier can sell direct or appoint others. ### 2. Territory and products Define the territory, the products or services covered, and whether online sales are included, taking care that any territory or customer restriction does not breach the Commerce Act. ### 3. Pricing and resale price Set the supply price and ordering process. State that the reseller is free to set its own resale prices, because mandating a minimum resale price is prohibited resale price maintenance. Any recommended price must be clearly non-binding. ### 4. Minimum purchase and targets Set any minimum commitments and the consequences of missing them, such as loss of exclusivity. ### 5. Title, risk and payment State when title and risk pass, payment terms, currency, and GST. ### 6. Trade marks and intellectual property License the supplier's marks for resale only, with brand and usage controls, and confirm the supplier keeps ownership. ### 7. Warranties, support and the Consumer Guarantees Act Set product warranties, who handles support and returns, and how Consumer Guarantees Act claims from end consumers are managed between the parties. ### 8. Fair Trading Act compliance Require the reseller to make only accurate, approved claims, since misleading conduct exposes both parties. ### 9. Term and termination Set the term, renewal, notice, and grounds for immediate termination, and deal with stock on hand and pipeline orders at the end. ### 10. Liability and governing law Allocate liability, and state New Zealand law and a forum. ## A simple clause skeleton 1. Parties and definitions

2. Appointment and exclusivity
3. Territory and products
4. Supply price and ordering
5. Resale pricing (reseller sets its own prices)
6. Minimum purchase and targets
7. Title, risk and payment
8. Trade marks and intellectual property
9. Warranties and support
10. Consumer Guarantees Act and returns
11. Fair Trading Act compliance
12. Term and termination
13. Consequences of termination
14. Liability, dispute resolution and governing law ## One workspace to draft, review and track the agreement A reseller agreement generates ongoing obligations: price lists change, targets reset each year, and renewal and notice dates fall due. Kept across email and folders, the current version drifts and dates slip. Adira is an AI legal operating system that keeps drafting, review, clause-level editing, version history, and key-date tracking in one workspace, so the current reseller agreement, its structure, and its key dates all live in one place. Indian corporate law is deepest today, and wider non-India jurisdiction depth, including New Zealand, is on the roadmap, so treat this page as general guidance and verify New Zealand specifics locally. You can see the product at Adira. ## Frequently asked questions