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Non Exclusive Sales Agreement for the United Kingdom

Non Exclusive Sales Agreement Template for England and Wales

A Non-Exclusive Sales Agreement under English and Welsh law establishes a commercial relationship where a supplier grants rights to sell products or services to a distributor, while retaining the right to appoint other distributors or sell directly in the same territory. The agreement defines the terms of sale, territory restrictions, pricing structures, and operational responsibilities while protecting both parties' interests under English law.

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Non Exclusive Sales Agreement

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What is a Non Exclusive Sales Agreement?

The Non-Exclusive Sales Agreement is commonly used when a supplier wishes to maintain flexibility in their distribution strategy while establishing formal sales channels. This agreement, governed by English and Welsh law, provides a framework for managing multiple distribution relationships without granting exclusivity to any single party. It typically includes provisions for pricing, territory definition, performance expectations, and operational procedures while maintaining compliance with UK competition law. This document is particularly valuable for businesses expanding their market reach without being restricted to a single distribution partner.

What sections should be included in a Non Exclusive Sales Agreement?

1. Parties: Identification and details of contracting parties

2. Background: Context and purpose of the agreement

3. Definitions: Key terms used throughout the agreement

4. Appointment and Scope: Terms of non-exclusive appointment and territory

5. Products and Pricing: Description of products and pricing structure

6. Orders and Delivery: Process for placing and fulfilling orders

7. Payment Terms: Payment conditions and timing

8. Term and Termination: Duration and termination provisions

What sections are optional to include in a Non Exclusive Sales Agreement?

1. Marketing Obligations: Specific marketing requirements and obligations for the seller

2. Training Requirements: Product training obligations for technical or complex products

3. Minimum Purchase Requirements: Minimum order quantities or values required by supplier

What schedules should be included in a Non Exclusive Sales Agreement?

1. Product Schedule: Detailed list of products covered by the agreement

2. Price List: Current pricing and discount structure

3. Territory Schedule: Detailed description of geographical territory

4. Service Level Agreement: Performance metrics and standards

Authors

Alex Denne

Head of Growth (Open Source Law) @ Ƶ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Jurisdiction

England and Wales

Publisher

Ƶ

Sector

Sales

Cost

Free to use
Relevant legal definitions






















Clauses


































Industries

Sale of Goods Act 1979: Primary legislation governing sale of goods contracts, including implied terms about quality and fitness for purpose, transfer of title, and delivery obligations

Supply of Goods and Services Act 1982: Legislation covering contracts that involve both goods and services, setting out service quality standards and obligations

Consumer Rights Act 2015: Key legislation for business-to-consumer sales, defining consumer rights and business obligations in sales contracts

Competition Act 1998: Ensures compliance with competition law, particularly relevant for non-exclusive arrangements to prevent anti-competitive practices

Common Law Contract Principles: Fundamental contract law principles including contract formation, consideration requirements, and terms and conditions

Unfair Contract Terms Act 1977: Regulates exclusion clauses and applies reasonableness tests to contract terms to protect parties from unfair provisions

Commercial Agents Regulations 1993: Specific regulations governing relationships with commercial agents, including rights and obligations

Data Protection Act 2018 and UK GDPR: Legislation governing the processing and protection of personal data in commercial relationships

Bribery Act 2010: Anti-corruption legislation requiring adequate procedures to prevent bribery in commercial relationships

Modern Slavery Act 2015: Legislation requiring consideration of supply chain obligations and prevention of modern slavery practices

Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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