{"id":2013,"date":"2026-09-07T08:55:32","date_gmt":"2026-09-07T08:55:32","guid":{"rendered":"https:\/\/www.pierrotcare.com\/?page_id=2013"},"modified":"2026-11-01T15:57:16","modified_gmt":"2026-11-01T15:57:16","slug":"distribution-agreement","status":"publish","type":"page","link":"https:\/\/www.pierrotcare.com\/en\/b2b\/distribution-agreement\/","title":{"rendered":"Distribution agreement"},"content":{"rendered":"
\n
\n
\n
\n

Distribution agreement<\/h1>\n

What a distribution agreement contains, clause by clause: territory, exclusivity, minimum purchase, duration and termination. This guide offers general orientation.<\/p>\n

This guide explains how the industry works. It does not constitute legal advice and does not replace the counsel of a lawyer in your country.<\/p>\n

Apply to distribute Pierrot<\/a><\/p>\n<\/div>\n

\"Pierrot<\/div>\n<\/div>\n<\/div>\n
\n
\n

A distribution agreement is the document that formalises a commercial relationship. It establishes which products you may sell, where, for how long, what you are required to purchase and what happens when one of the parties wishes to terminate. Three of its clauses usually deserve particularly careful reading.<\/p>\n

\n
The three key clauses<\/span><\/p>\n

Territory, minimum purchase and termination<\/h2>\n

These three clauses usually have the greatest bearing on how the agreement works for you and on how it may be brought to an end.<\/p>\n<\/div>\n

Not a template<\/span><\/p>\n

General orientation<\/h2>\n

This guide describes how these clauses usually operate in consumer goods; it is not a form to be completed. The document should be drafted and reviewed with your lawyer, and this guide indicates what to look for.<\/p>\n<\/div>\n

Both sides<\/span><\/p>\n

What a brand asks and what you should ask<\/h2>\n

As a brand, we also explain what a brand seeks to protect with each clause.<\/p>\n<\/div>\n<\/div>\n<\/div>\n<\/div>\n

\n
\n

What a distribution agreement contains<\/h2>\n

Twelve clauses are commonly found in consumer goods agreements. The table below sets out the purpose of each one and the points that deserve attention.<\/p>\n

\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n
Clause<\/th>\nWhat it settles<\/th>\nWhat to watch<\/th>\n<\/tr>\n<\/thead>\n
Parties and products<\/td>\nWho signs and exactly which references are covered<\/td>\nWhether it covers the whole catalogue or a defined list, and how new launches are treated<\/td>\n<\/tr>\n
Territory<\/td>\nThe geography and often the channel<\/td>\n\u201cSpain\u201d and \u201cpharmacy channel in Spain\u201d are very different agreements. Ensure that the channel is stated in writing<\/td>\n<\/tr>\n
Exclusivity<\/td>\nWhether anyone else can sell there<\/td>\nExclusive, non-exclusive or sole. As the section below explains, the three are not equivalent<\/td>\n<\/tr>\n
Minimum purchase<\/td>\nWhat you commit to buy per year<\/td>\nWhether failing to reach it ends the contract or only the exclusivity. The second option is usually more protective for the distributor<\/td>\n<\/tr>\n
Prices and terms<\/td>\nThe list you buy at and how it can change<\/td>\nNotice period before a price rise, and whether stock already ordered is protected<\/td>\n<\/tr>\n
Duration and renewal<\/td>\nHow long it runs and how it renews<\/td>\nWhether renewal is automatic or negotiated each year, a point worth reviewing with your adviser<\/td>\n<\/tr>\n
Online and marketplaces<\/td>\nWho may sell on marketplaces in your territory<\/td>\nA clause that is sometimes omitted. We recommend requesting it explicitly<\/td>\n<\/tr>\n
Trademark use<\/td>\nWhat you can do with the brand<\/td>\nPermission to register a domain, run ads and translate packaging. The trademark itself normally remains with the brand<\/td>\n<\/tr>\n
Regulatory registration<\/td>\nWho files the products with the health authority<\/td>\nMost importantly, who owns that file when the agreement ends<\/td>\n<\/tr>\n
Marketing<\/td>\nWho pays for what<\/td>\nPoint-of-sale material, samples, trade fairs and whether there is a defined budget or only a statement of intent<\/td>\n<\/tr>\n
Termination<\/td>\nHow each party may terminate<\/td>\nNotice period, causes for immediate termination and whether there is compensation<\/td>\n<\/tr>\n
Remaining stock<\/td>\nWhat happens to the goods you still hold<\/td>\nBuy-back at cost, a sell-off period or no provision at all. This clause may have a significant financial impact<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/div>\n<\/div>\n<\/div>\n
\n
\n

Exclusive, sole or non-exclusive<\/h2>\n

These three terms are often used as though they were interchangeable. They are not usually equivalent, and the difference affects what you can commit to your own customers. The exact meaning depends on the contract and on the applicable law.<\/p>\n

Non-exclusive.<\/strong> In general terms, the brand may appoint other distributors in your territory and may also sell there directly, so you are one route among several. It is a common arrangement at the outset of a relationship.<\/p>\n

Sole.<\/strong> In general terms, you are the only appointed distributor, but the brand usually retains the right to sell directly, often to specific named accounts. It is advisable to request that those accounts be listed by name in an annex.<\/p>\n

Exclusive.<\/strong> In general terms, no other party sells in the territory, not even the brand. It is the strongest position and one that usually carries a purchase target.<\/p>\n

Whichever arrangement you sign, we recommend asking the same question: what exactly happens if I miss the target?<\/strong> The favourable answer is that exclusivity converts to non-exclusive; the unfavourable one is that the contract terminates.<\/p>\n<\/div>\n

<\/div>\n<\/div>\n
\n
\n

What is negotiable in practice and what is not<\/h2>\n

Distinguishing between the two saves considerable time. The following is general orientation, as every negotiation is different.<\/p>\n

    \n
  1. Usually negotiable<\/strong> The minimum purchase in year one, the payment terms, who pays for point-of-sale material, the notice period, and how new references enter the agreement.<\/li>\n
  2. Sometimes negotiable<\/strong> Exclusivity, the extent of the territory and the buy-back of remaining stock. These points usually become negotiable once you can show the results of a first year.<\/li>\n
  3. Almost never negotiable<\/strong> Ownership of the trademark, the formulations, and the right of the brand to set the brand\u2019s international positioning. These points usually remain with the brand.<\/li>\n
  4. Should never be left undefined<\/strong> Who owns the regulatory file and what happens to your stock on termination. If the draft does not address either point, it is advisable to raise it with your adviser before signing.<\/li>\n<\/ol>\n<\/div>\n<\/div>\n
    \n
    \n

    Five things to check before signing<\/h2>\n

    These are practical points that, as general orientation, are worth reviewing with your adviser.<\/p>\n

      \n
    1. The target is a figure stated in the contract<\/strong> Not \u201creasonable efforts\u201d nor a figure agreed by email. If it does not appear in the document, it may become a source of dispute.<\/li>\n
    2. The online clause exists<\/strong> It is advisable for the agreement to state explicitly who may list the products on marketplaces in your territory.<\/li>\n
    3. The registration has an owner<\/strong> It is advisable for the agreement to state who holds any local registration and what happens to it when the contract ends. Different arrangements are workable, provided that they are clearly defined.<\/li>\n
    4. The exit allows sufficient time<\/strong> A short notice period may not be sufficient to sell remaining stock. It is advisable to review the notice period and to consider a sell-off window after termination.<\/li>\n
    5. A local adviser reviews it<\/strong> Distribution and agency law varies from one country to another, and the rights of an agent and of a distributor on termination may differ. It is advisable to review the point with an adviser in your country.<\/li>\n<\/ol>\n

      If you have not yet reached this stage, we recommend starting with the guide on how to become a distributor<\/a>: what a brand requires and what you should ask before these matters are discussed.<\/p>\n<\/div>\n<\/div>\n

      \n
      \n

      How we work at Pierrot<\/h2>\n

      The process starts with the distributor form. The steps below describe it in general terms.<\/p>\n

        \n
      1. Let us know your market and your channel<\/strong> Please use the form on the distributors page. The more information you provide about your market and your channel, the easier it will be for our team to study your application.<\/li>\n
      2. We study your application<\/strong> Pierrot works through local distributors and seeks distributors in new markets. Our team will study your application.<\/li>\n
      3. Next steps<\/strong> The range and the formats suited to your channel are defined during the application process.<\/li>\n
      4. Agreement and launch<\/strong> The initial selection depends on the market and the channel of each distributor.<\/li>\n<\/ol>\n<\/div>\n<\/div>\n
        \n
        \n

        Frequently asked questions<\/h2>\n
        \n
        \nWhat is a distribution agreement?<\/summary>\n
        \n

        It is the contract between a brand and a company that purchases its products in order to resell them in a defined territory. It establishes which products are covered, where they may be sold, for how long, what the distributor undertakes to purchase and how either party may terminate it.<\/p>\n<\/div>\n<\/details>\n

        \nWhat is the difference between exclusive and sole distribution?<\/summary>\n
        \n

        In general terms, under exclusive distribution no other party sells in the territory, not even the brand. Under sole distribution, you are the only appointed distributor, but the brand usually retains the right to sell directly, often to named accounts. The exact meaning depends on the contract, so it is advisable to review it with an adviser.<\/p>\n<\/div>\n<\/details>\n

        \nWhat happens if I do not reach the minimum purchase?<\/summary>\n
        \n

        It depends on how the clause is drafted, and this is a point that merits careful review. In the more protective version, failing to reach the target converts exclusivity into non-exclusivity; in the stricter version, it constitutes a cause for termination. We recommend confirming which version you are signing.<\/p>\n<\/div>\n<\/details>\n

        \nWho registers the products with the health authority?<\/summary>\n
        \n

        It varies by market and by agreement. It is advisable for the contract to state who handles any local registration and who holds it if the agreement ends.<\/p>\n<\/div>\n<\/details>\n

        \nWhat happens to my stock if the agreement ends?<\/summary>\n
        \n

        It depends on what the contract provides, and in some cases it makes no provision at all. Common arrangements include a buy-back by the brand or a sell-off period after termination. We recommend agreeing this before signing.<\/p>\n<\/div>\n<\/details>\n

        \nDo I need a lawyer?<\/summary>\n
        \n

        We recommend it, preferably one based in your country. Distribution and agency law varies from one country to another, and the rights of an agent and of a distributor may differ. This page offers general orientation so that you are well prepared; it does not replace legal advice in your own jurisdiction.<\/p>\n<\/div>\n<\/details>\n<\/div>\n

        If you are assessing Pierrot as an oral care supplier for distributors<\/a>, see the wholesale range.<\/p>\n<\/div>\n<\/div>\n

        \n
        \n

        Would you like to distribute Pierrot?<\/h2>\n

        Please let us know the market in which you operate and the channel you serve through the distributor form, and our team will study your application.<\/p>\n

        Apply to distribute Pierrot<\/a><\/p>\n<\/div>\n<\/div>\n<\/div>\n