DISTRIBUTION AGREEMENT
Important notice
This fictional example is an illustrative commercial contract, not legal advice and not a guarantee of validity in every country. The parties must obtain advice on the law of each sales territory, competition and resale-price rules, product safety, import and labelling requirements, taxes, sanctions, data protection and signing formalities. Mandatory local law prevails if it cannot lawfully be excluded.
1. Parties and appointment
This Agreement is made on 15 September 2026 between LumenField Appliances Ltd, of 14 Foundry Lane, Leeds LS10 1AB, and Harbourline Retail Group Ltd, of 220 King Street, Manchester M2 4ND. LumenField appoints Harbourline as its non-exclusive distributor of the LF-220 compact air purifier, and related replacement filters identified in an accepted price list, in England, Scotland and Wales during the Term. Harbourline may sell to retailers and end users in the Territory, but it may not appoint a sub-distributor without LumenField's written consent.
2. Term and business plan
The Agreement starts on 1 October 2026 and continues for two years. It renews for successive one-year periods unless either party gives 90 days' written notice before the current period ends. The parties will meet each quarter to discuss a reasonable sales forecast, stock levels, customer feedback and marketing plans. A forecast is a planning estimate only and does not create a purchase obligation.
3. Orders and acceptance
Harbourline will send written purchase orders stating product codes, quantities, requested delivery dates and delivery location. LumenField may accept or reject an order within five business days. An order becomes binding only when LumenField confirms it in writing, and this Agreement governs it unless the confirmation expressly states a different term. Harbourline must not cancel an accepted order without LumenField's consent, except where a permitted delay or product withdrawal gives it that right.
4. Prices and payment
The opening distributor price is £86.00 per LF-220 unit and £11.40 per replacement filter, excluding VAT and approved delivery charges. LumenField may change prices on 60 days' notice, but an accepted order keeps its confirmed price. Harbourline will pay undisputed invoices within 30 days of invoice date by bank transfer to LumenField's nominated account. It may not deduct a disputed claim from an invoice without written agreement. Late sums may attract interest at the lower of 4 percent above the Bank of England base rate or the maximum lawful rate.
5. Delivery, title and risk
LumenField will use reasonable efforts to deliver accepted orders to Harbourline's Manchester warehouse within ten business days. Delivery dates are estimates unless expressly agreed as essential. Risk passes when the goods are delivered to that warehouse. Title passes only when LumenField has received payment in full for the relevant goods, to the extent permitted by law. Harbourline must inspect shipments within five business days and notify visible shortages or damage with photographs and a delivery record.
6. Product obligations and returns
LumenField will supply products that conform in all material respects to its published specification at shipment. Harbourline will store them in dry, secure conditions, follow the handling instructions and not alter packaging or safety information. A confirmed defective unit may be repaired, replaced or credited at LumenField's reasonable choice. Returns require a return authorisation. Neither party limits a liability that the law does not permit it to limit.
7. Sales, compliance and marketing
Harbourline will sell honestly, provide accurate product information and ensure its sales staff understand the published instructions. It must not make medical, environmental or performance claims that LumenField has not approved in writing. Each party will comply with anti-bribery, sanctions, consumer protection, product safety, recycling and advertising laws applicable to its activities. Harbourline will promptly report a serious complaint, injury, safety concern or regulator contact and assist with a lawful recall.
LumenField grants Harbourline a limited, non-exclusive, non-transferable licence during the Term to use approved trademarks and product images solely to market and sell the products in the Territory. Harbourline must follow brand guidelines, stop using the materials when asked and must not register a confusingly similar mark.
8. Confidentiality and data
Each party will protect the other's non-public pricing, forecasts, designs, customer information and business plans, use it only for this relationship and disclose it only to people who need it and are bound by confidentiality duties. Each party will use appropriate security and notify the other promptly of a significant data incident. Customer data will be handled under a documented arrangement where required by applicable data protection law.
9. Termination
Either party may terminate for a material breach not cured within 20 business days after notice, insolvency where lawful, or a prolonged force majeure event exceeding 60 days. LumenField may suspend orders for overdue undisputed invoices after notice. On termination, Harbourline must pay for accepted goods, stop representing itself as an authorised distributor, return or destroy confidential information and cease use of the marks. LumenField may, but is not required to, repurchase unopened, current stock at the original net price less reasonable transport costs.
10. Governing law and signing
The parties propose the law of England and Wales and the courts of Leeds for disputes, but local sales laws may override parts of this example. They must confirm whether registration, notarisation, import documents or a local-language version is required in a particular territory. Electronic signatures may be used only if recognised by the applicable law and the parties' internal approval rules.
Signatures
For LumenField Appliances Ltd: Priya Nanduri, Commercial Director Signature: ____________________ Date: 15 September 2026
For Harbourline Retail Group Ltd: Oliver Bennett, Managing Director Signature: ____________________ Date: 15 September 2026