Model contracts and clauses

ICC Model Distributorship Contract

Best-selling model template to help exporters and their distribution partners establish and maintain a durable and balanced distribution system for goods abroad

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What are the main features of this model?

An international business transaction requires a precise and detailed underlying contract. However, it can be expensive and time-consuming to draft such a contract oneself. The ICC Model International Distributorship Contract responds to the market’s need for a reliable and equitable template, providing a set of clear and concise standard provisions to organize a distribution structure for selling goods abroad.

Distributorship contracts are one of the most frequently used means for organizing the distribution of goods in a foreign country. Almost every company engaged in international trade has some distributors abroad, which means that most exporters – regardless of company size — will be faced with drafting an international distributorship agreement at some point.

But one of the difficulties that traders face when drawing up contracts is the lack of uniform rules for agreements of this type. In most countries, distribution agreements are not governed by specific statutory provisions; where such rules are established by the courts, their decisions often refer to distributors acting as retailers at a local level, which implies that they may not always be adequate for distributors-importers. This means that parties must refer primarily to the rules set out in their agreements, which in turn makes the careful drafting of such contracts vital.

This model provides a uniform contractual framework which incorporates the prevailing practice of international trade regarding the distribution of goods. It specifically applies to agreements under which the distributors act either as buyers and resellers, or as importers who organize distribution in the country in which they operate. It covers a range of issues including the definition of a distributor, the relation between sale contracts and distribution contracts, and anti-trust considerations.

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ICC Model Contract on Distributorship

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