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

A reseller agreement is the contract between a supplier and a reseller who buys the supplier's products and sells them on to its own customers, in its own name and for its own account. In Sweden there is no single statute that governs reseller (or distribution) agreements. They are shaped by general contract law, competition law and, by contrast, by the one statute that does regulate a related role: the commercial agent. This page explains the legal position in Sweden, how a reseller differs from an agent and why that matters, the clauses that carry the most risk, and a template outline you can adapt. It is general information, not legal advice. ## Is there a reseller agreement law in Sweden? No dedicated one. A reseller (Swedish återförsäljare) buys goods and resells them, taking title and commercial risk. That relationship is governed by: - The Contracts Act (Avtalslagen, SFS 1915:218) for formation, validity and the general rule that unreasonable terms can be adjusted under section 36.

• The Sale of Goods Act (Köplagen, SFS 1990:931) for the supply of goods between businesses, unless the parties agree otherwise. Most of it is default law, so a well-drafted agreement can displace it.
• Competition law (the Swedish Competition Act and EU rules) for anything that restricts the reseller, such as territories, customers or resale prices. Because so much is default law, the written agreement does most of the work. What you do not write down falls back to the Sale of Goods Act and general principles. ## Reseller vs agent: the distinction that changes everything This is the single most important point for Sweden. A commercial agent (handelsagent) promotes or concludes sales in the supplier's name, does not take title to the goods and does not carry the financial risk. Agents are protected by a mandatory statute, the Commercial Agency Act (Lag (1991:351) om handelsagentur), which gives the agent rights the parties cannot contract away, including, on termination, a potential goodwill or indemnity compensation. A reseller buys and resells in its own name and at its own risk. The Commercial Agency Act does not apply to a genuine reseller. But Swedish courts look at substance, not the label. If your "reseller" in practice acts like an agent (no real inventory risk, selling in your name), a court could apply agency rules, including termination compensation, even though your contract says "reseller". Structure the relationship so it matches the label you use. ## Key clauses, and what to watch in each | Clause | What it should do | Watch for | |---|---|---| | Appointment and territory | Define products, territory and whether it is exclusive | Exclusivity plus territory limits can raise competition issues | | Title and risk | State that the reseller buys and takes title and risk | Blurring this invites agency reclassification | | Pricing | The reseller sets its own resale prices | Fixing minimum resale prices is generally prohibited | | Minimum purchase | Volume commitments, if any | Make consequences of a miss clear | | Intellectual property | Licence to use trade marks for resale only | No transfer of brand rights | | Term and termination | Notice period and grounds | A fair notice period reduces dispute risk | | Post-termination | Stock buy-back, run-off sales | Silence causes arguments over leftover stock | | Liability and warranty | Product warranty flow-down and caps | Section 36 can adjust a grossly one-sided cap | | Governing law and disputes | Swedish law; court or arbitration | Specify venue to avoid a forum fight | ## Swedish points that change the drafting - Resale price maintenance is a hard line. Under Swedish and EU competition law, a supplier can recommend or set a maximum resale price but generally cannot fix a minimum or set resale price. This directly limits what a pricing clause can say.
• Exclusivity and territory need care. Vertical restraints (exclusive territories, customer allocation) can be acceptable within the EU Vertical Block Exemption framework, but they are fact-sensitive. Draft them with competition law in mind.
• Termination compensation risk. If the reseller looks like an agent, the Commercial Agency Act's mandatory compensation on termination may be argued by analogy. Swedish case law has declined to extend it to genuine independent resellers, but the risk turns on the facts.
• Default sale-of-goods rules. If the agreement is silent, the Sale of Goods Act fills the gap on delivery, defects and remedies between businesses. Decide deliberately what to keep and what to replace. ## A short reseller agreement outline you can adapt 1. Parties and definitions.

2. Appointment, products and territory; exclusive or non-exclusive.
3. Title and risk: the reseller buys and resells in its own name.
4. Ordering, delivery and the Incoterms used.
5. Prices to the reseller; the reseller's freedom to set resale prices.
6. Minimum purchase or performance targets, if any.
7. Trade mark and marketing licence, limited to resale.
8. Warranties, product liability and recall handling.
9. Confidentiality and data protection.
10. Term, termination and notice periods.
11. Post-termination: stock, run-off, return of materials.
12. Liability and limitation.
13. Competition law compliance.
14. Governing law (Sweden) and dispute resolution (court or arbitration). ## Common mistakes - Calling the relationship a reseller arrangement while running it like agency, then facing a termination-compensation claim.

• Writing a minimum resale price clause that competition law will not allow.
• Leaving delivery, risk and defect remedies to the Sale of Goods Act by accident rather than choice.
• Forgetting post-termination stock and run-off, so leftover inventory becomes a dispute.
• Using a template from another jurisdiction without checking it against Swedish competition and agency rules. ## Keeping a reseller network under control in one place A growing supplier rarely has one reseller agreement. It has a network, each with a different territory, a different margin, a different renewal date and a different set of amendments. The work of drafting from a house template, checking each one against competition and agency rules, keeping versions straight and remembering every notice and renewal date is the work an AI contract workspace can hold in one place: draft from your own standard, flag clauses that drift, keep a live timeline of changes and surface key dates as alerts. If that is useful, Adira is built around that single-workspace idea. Deeper non-India jurisdiction coverage is on its roadmap; India is the deepest today. This article is general information about Swedish commercial contract practice and is not legal advice. Confirm the current statutes and take qualified Swedish advice for a specific agreement.