GUIDE TO DOCUMENTS ON THE SUPPLY, DISTRIBUTION AND MARKETING OF GOODS

[Please note that this is a general summary of our supply, distribution and marketing of goods documents and does not constitute legal advice. As each jurisdiction may be different, you may want to speak to your local lawyer.]

SUMMARY OF SALE, DISTRIBUTION AND MARKETING OF GOODS TEMPLATES:

Members are often confused about which document to use for the sale, distribution and marketing of goods and products. The following table is a quick reference guide with more details on each of the documents below: 

Documents	When to Use
Terms and Conditions	Sale or purchase of goods that cover individual sale and purchase transactions. Usually not negotiated or signed – deemed acceptance by entering into the transaction.
Sale of Regular Products Agreement	Regular, continuous or long-term supply of goods. The Buyer usually intends the goods for use as components or reselling under its brand.
Sale of Customised Products Agreement	A Buyer and a Seller agree to develop and supply a Product to meet the Buyer's specific requirements. The Product is customised rather than “off-the-shelf”.
Distribution Agreement	A Distributor purchases products from the Company for their account. It then resells them to customers in a territory and earns margins from the price difference.
Marketing Agency Agreement	The Principal appoints a Marketing Agent in a territory. The Marketing Agent markets/sells/distributes products on behalf of the Principal and earns commissions.
Consignment Agreement	Consignment arrangement for the Consignee to market, display and sell Goods on behalf of the Consignor in consideration of the Consignment Fee.

1. Terms and Conditions

Standard terms and conditions for the sale or purchase of goods provide a framework for individual sale and purchase transactions. These are usually Terms and Conditions of Sales but occasionally Buyers may also have their Terms and Conditions of Purchase. The Terms and Conditions stipulate how the transactions will be dealt with, without the time and cost involved in drawing up conditions for each transaction. By entering into the transaction, the counterparty is deemed to have accepted these Terms and Conditions without signing them (so long as these “Terms and Conditions” have been provided to the counterparty upfront).

In a case where a separate Sale Agreement is signed and there is a conflict, the Agreement should stipulate that “the provisions of this Agreement shall prevail if there is any conflict between this Agreement and the Company's terms of sale”. Similarly, if both parties have terms and conditions which are in conflict, one could include the following: “Any terms appearing on the [Buyer/Seller]'s [purchase/sale] orders, or any other documents issued by the [Buyer/Seller], shall be wholly inapplicable to the sale of Products, and the terms of this Agreement shall prevail.”

In certain jurisdictions, it is illegal to include consumer transaction exclusion clauses or to make statements as to the consumer's rights without also notifying him that his statutory rights are unaffected. This not only renders these clauses void but may also be a criminal offence. Please check with local legal counsel on this issue.

2. Sale of Regular Products Agreement 

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