ICC Model Contract Distributorship

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

One of the difficulties that traders face when drawing up contracts is the lack of uniform regulations. 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.

The International Chamber of Commerce (ICC) provides the ICC Model Contract Distributorship, a uniform contractual framework to help exporters and their distribution partners establish and maintain a durable and balanced distribution system for goods abroad. It specifically applies to agreements under which the distributors act either as buyers and resellers, or as importers who organise distribution in the country in which they operate. This new revised version takes into account recent developments in the laws affecting distribution and prevailing practice of international trade.

Each ICC Model Contract includes a fully editable version in Microsoft, permitting you to easily adapt the contract to your specific case.

This model contract is available in English, contact your local ICC to enquire about a translated version National committees – ICC – International Chamber of Commerce (iccwbo.org)

Table of contents

Article 14       Sanctions and trade restrictions….. 16

Article 15       Supplier’s trademarks, trade names and symbols…… 16

Article 16       Confidential information….. 16

Article 17       Stock of Products and spare parts—After sales service….. 17

Article 18       Term of the Contract…… 17

Article 19       Earlier termination….. 17

Article 20       Goodwill indemnity….. 18

Article 21       Return of documents and Products in stock…..  18

Article 22       Force majeure…… 18

Article 23       Resolution of disputes…… 19

Article 24       Applicable law…… 19

Article 25       Automatic inclusion under the present Contract….. 20

Article 26       Previous agreements—Modifications—Nullity—Assignment….. 20

Article 27       Authentic text….. 20

Annexes

Annex I          Products, Territory and Customers….. 21

Annex II         Commission on Direct Sales…………… 22

Annex III        Products and Suppliers represented by the Distributor….. 23

Annex IV        Advertising and fairs….. 24

Annex V         Marketing Strategies….. 25

Annex VI       Conditions of supply—Discounts….. 26

Annex VII      Guaranteed Minimum Target….. 27

Annex VIII      ICC Model Confidentiality Clause 2016….. 28

Annex IX       Stock of Products and spare parts…. 30

Annex X        After sales service, repairs, warranty….. 31

Annex XI       Change of control, ownership and/or management of the Distributor company….. 32

Annex XII      Goodwill Indemnity….. 33

About the International Chamber of Commerce (ICC)….. 34

ICC Publications….. 35