Reseller Agreement Template
Lets a reseller buy at a discount and sell on, with a minimum and brand rules.
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This agreement is made on October 14, 2026 between [supplier] of [address] (“the Supplier”) and [reseller] of [address] (“the Reseller”).
1. Appointment
The Supplier appoints the Reseller as a non-exclusive reseller of the products listed below in [territory]. The Reseller buys the products for its own account and resells them in its own name, at prices it sets itself. The Reseller is not the Supplier’s agent and cannot bind it.
2. Products
[add one product line per line]
3. Price and minimum
The Reseller buys at [discount]. The Supplier may change the published price list on 30 days’ written notice; orders already accepted are unaffected. The Reseller will purchase at least $ [amount] of products in each twelve-month period. Falling short is not a breach, but entitles the Supplier to review the discount or end this agreement on 60 days’ notice.
4. Payment and title
Payment is due 30 days from invoice unless agreed otherwise in writing. Title to the products passes when they are paid for in full; risk passes on delivery.
5. What the Supplier provides
[add one item per line]
6. What the Reseller does
The Reseller will describe the products only as the Supplier describes them, will not make claims the Supplier has not confirmed, will handle first-line customer questions itself, and will pass on defect reports and safety concerns immediately.
7. Use of the Supplier’s name
[what the reseller may and may not do with the brand]
8. Returns and warranty
The Supplier’s warranty to the Reseller is the warranty published with the products. The Reseller gives its own customers whatever warranty it chooses and bears the cost of anything it promises beyond the Supplier’s. Faulty goods are returned under the Supplier’s returns procedure in force at the time.
9. Term and notice
This agreement runs for an initial term of [initial term] and continues afterwards until either side gives three months’ written notice. Either side may end it immediately on a material breach not put right within 30 days of written notice, or on the other becoming insolvent.
10. On ending
The Reseller may sell through stock it already holds for 90 days, on these terms. It will then stop using the Supplier’s name and marks and return marketing material. Orders accepted before the end date are still fulfilled and still payable.
11. Governing law
This agreement is governed by the laws of [jurisdiction].
What is a Reseller Agreement?
A reseller agreement lets another business buy your product at a discount and sell it on under its own invoices. It fixes the discount, the territory, any minimum volume, how the brand may be used, and what happens on termination. Without one, you have a customer who calls themselves a partner, sets their own terms, makes claims about your product you never approved, and owns the end customer relationship instead of you.
Software vendors, hardware manufacturers, consumer goods brands, equipment suppliers and service companies all appoint resellers to reach markets they cannot cover directly. The counterparty may be a value-added reseller bundling your product with installation and support, a regional distributor, or a retailer. The agreement is what a finance team looks at before extending credit, what a partner manager enforces when the discount is being abused, and what a lawyer reads first when a reseller starts selling outside its territory.
Reseller arrangements sit on top of several regimes that differ by country. Competition law limits what you may say about the resale price — resale price maintenance is prohibited or restricted in the EU, UK, US, India and elsewhere, though the analysis differs — and territory and customer restrictions are constrained too. Some jurisdictions give distributors or commercial agents statutory notice or compensation rights on termination. Export control, sanctions, consumer law and local registration duties may also apply. Take advice in each market you appoint into rather than reusing one document everywhere.
A reseller agreement does not make the reseller your agent, and it should say so plainly: they contract with the end customer in their own name, take the credit risk, and cannot commit you to anything. It is not a licence to modify your product, rebrand it or bundle it however they wish unless you have granted that. And it does not transfer your warranty obligations by itself — who supports the end customer, and who bears a defect claim, has to be written down or you will find out during the first serious failure.
What to put in a Reseller Agreement
These are the details this template asks for. Anything left blank is marked in red on the preview so you can see what is still missing.
| Field | What goes in it |
|---|---|
| First party | For example: Barton Supply Co. |
| First party address | For example: Unit 7, Barton Road, Columbus, OH 43212 |
| Second party | For example: Halliwell Interiors Inc. |
| Second party address | For example: 44 High Street, Columbus, OH 43215 |
| Products the Reseller may sell | One per line |
| Reseller discount | For example: 22% off the published trade price list |
| Minimum annual purchase | For example: 40,00,000 net |
| Territory | For example: Central Ohio, Kentucky and Merseyside |
| What the supplier provides | One per line |
| Use of the supplier’s name | For example: The Reseller may describe itself as an authorised reseller and use the supplier’s logo on… |
| Initial term | Free text |
| Governing law | For example: England and Wales |
How to write a Reseller Agreement
Define the products and the discount schedule
List the products covered by name or code and attach the discount as a schedule you can update, rather than burying a percentage in the body of the agreement. State whether the discount is flat or tiered by volume, which price it is calculated from, and how much notice you must give before changing the list price or the schedule itself.
Set the territory and any exclusivity
Name the territory precisely — countries, states, or a defined customer segment — and say whether it is exclusive, sole or non-exclusive, because the three mean different things. Make exclusivity conditional on performance, so a missed minimum converts it to non-exclusive. Check the competition law position in each market before restricting where a reseller may sell.
State the minimum commitment and the consequence
A minimum with no consequence is a hope. Write the volume or value per period, the measurement date, and what happens if it is missed: loss of exclusivity, a reduced discount tier, or termination on notice. Also state whether unsold stock can be returned, because a reseller buying to hit a minimum and then returning it defeats the whole point.
Control brand use, claims and pricing conduct
Grant a limited, non-transferable, revocable right to use your marks for reselling the products, and require approval for adapted marketing material. Prohibit claims you have not substantiated, since the manufacturer usually ends up answering for them. Be careful when addressing resale pricing: in many jurisdictions you may recommend a price but not dictate it, so take advice on the wording.
Write the exit before you need it
Set the term, renewal, notice periods and immediate termination grounds such as insolvency or breach. Then deal with the aftermath: run-off rights for stock in hand, whether you will repurchase inventory, what happens to open customer contracts and support obligations, return of materials, and how long any restrictions last. Some jurisdictions add statutory termination compensation, so check locally.
Common mistakes
- Dictating the price your reseller must charge end customers can breach competition law in several jurisdictions and expose you to penalties well beyond the value of the deal.
- Granting exclusivity without a minimum commitment locks you out of a whole territory while the reseller sells almost nothing in it.
- Leaving warranty and end-customer support undefined means the first serious defect turns into a three-way argument in front of the customer.
- Failing to say who owns the end-customer relationship and data leaves you unable to contact your own users when the reseller walks away.
- Terminating without checking the local rules on distributor or agent compensation can turn a routine exit into a substantial statutory claim.
Frequently asked questions
What is the difference between a reseller and a distributor?
In common usage a reseller sells to end customers, while a distributor buys in bulk and sells on to resellers or retailers rather than to the public. Distributors usually hold stock, carry credit risk and cover a whole territory. Neither word is a defined legal term in most systems, so the agreement should describe what the party actually does rather than rely on the label.
Can I set the price my reseller charges?
Setting a recommended resale price is usually permitted; requiring a minimum price is restricted or prohibited in many jurisdictions including the EU, UK and India, and is analysed under its own rules in the US. Penalising a reseller for discounting can be treated as the same conduct. Wording matters here and the answer differs by market, so take advice before drafting.
Should a reseller agreement be exclusive?
Only if the reseller is committing to something that justifies it — a minimum volume, a marketing investment, a support capability. Make exclusivity conditional and time-boxed, so it converts to non-exclusive if the commitment is missed. Territorial and customer restrictions are also constrained by competition law in most markets, so confirm what you can lawfully restrict where you are appointing.
What happens to stock the reseller still holds at termination?
Whatever the agreement says, which is why it must say something. Common approaches are a sell-off period of a stated number of months on existing terms, a buy-back at a stated price, or a requirement to return unsold stock in resaleable condition. Silence produces the worst outcome: a former partner discounting your product with no obligations left.
Do I need a separate agreement for each country?
Usually you need at least local review. Competition rules, statutory distributor or agent protections, consumer law, tax registration, sanctions and export controls, and language requirements all differ, and a document drafted for one market may be unenforceable or non-compliant in another. Keep a common commercial core and take local advice on each market you appoint into.
This page explains general practice and is not legal advice. Requirements differ between countries and, in some cases, between states — check what applies where the document will be used.