Kaagazaat

Distributor/Dealership Agreement

At a glance

Price: ₹1,499 · GST included
Stamp duty: Chargeable as an agreement.
Registration: Not registrable under the Registration Act, 1908 — it creates no interest in immovable property and is not on the s.17 list.
Witnesses: Not legally required for a document of this kind.

₹1,499

GST included

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Guided questions, full draft on screen, download in Word.

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Also called

Distributorship Agreement
Dealership Agreement
Distributor Appointment Agreement
Channel Partner Agreement
Vitarak Samjhauta
Dealer Niyukti Patra
ਵਿਤਰਕ ਸਮਝੌਤਾ
वितरक करार

Whether you can fill this in here

You can fill this in here

You can fill this one in on this site, and read the whole draft on screen before you decide anything about it. It is a carefully drafted template; it is not advice about your own facts.

Fill this one in

Why you need it

When you need it

A manufacturer or supplier (the Principal) appointing a business in Punjab or Chandigarh to buy and resell its products in a territory (the Distributor or Dealer) — fixes the territory, exclusivity, pricing and discount, payment terms, purchase targets, after-sales service, permitted use of the Principal's brand, and what happens on termination. This is a buy-and-resell relationship: the Distributor buys the Product on its own account and resells it at its own risk and profit, unlike an agent who sells on the Principal's behalf without taking title. Recital C and clause 2 say so expressly, because the label a document uses does not decide this — how it actually operates does, and getting it wrong affects GST treatment, who bears the risk in transit, and whether the Indian Contract Act, 1872 chapter on agency applies at all. Not for: an agent who sells in the Principal's name and never takes title to the goods — that needs a different, agency-based document; a franchise where the Distributor also licenses a business format, operating manual and brand identity beyond ordinary reseller marketing — use the Franchise Agreement instead; or a one-off sale of goods with no ongoing appointment — an invoice or a simple sale agreement is enough for that.

See stamp duty, registration and witnesses

What follows is written for Punjab and Chandigarh. It states the position there rather than describing how it varies, so the amounts below are the ones that apply — worth confirming at the sub-registrar’s office, because rates change. If the property is anywhere else in India, none of this is yours.

Stamp duty

Chargeable as an agreement. PUNJAB: Article 5, Schedule I-A to the Indian Stamp Act, 1899 as applicable in Punjab; where no more specific sub-clause of Article 5 fits, the residuary rate under Article 5(c). Confirm the current figure with the Sub-Registrar or against the Department of Revenue, Rehabilitation and Disaster Management's published table at revenue.punjab.gov.in before the stamp is bought. CHANDIGARH: the equivalent agreement article under the Chandigarh Administration's Rates of Stamp Duty & Registration Fees table at revenue.chd.gov.in; confirm the current figure at the Sub-Registrar's office, 30 Bays Building, before the stamp is bought. BOTH: e-stamp before execution. Individual sale invoices issued under this Agreement are not separately stamped as instruments of sale of goods.

Registration

Not registrable under the Registration Act, 1908 — it creates no interest in immovable property and is not on the s.17 list.

Notarisation

Not legally required. Notarisation is sometimes done to fix the date the appointment began, which can matter for computing the term and any post-termination stock-clearance period.

Witnesses

Not legally required for a document of this kind. Two witnesses are optional and not asked for by this template; add them if either party wants the extra evidentiary comfort.

Talk to a lawyer about this document₹3,539 including GST (₹2,999 + 18% GST), per documentRequest Stamp Paper

Sample preview — placeholder answers, not your data

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DISTRIBUTOR/DEALERSHIP AGREEMENT

This Distributor/Dealership Agreement (this "Agreement") is made at Chandigarh on 1 April 2026.

BETWEEN

Northline Industries Private Limited, an individual, of Plot No. 8, Phase 8-B, Industrial Area, S.A.S. Nagar (Mohali) 160055, acting through Rohit Nair, Director (the "Principal");

AND

Bansal Trading Co., an individual, of Shop No. 22, Sector 22-C, Chandigarh 160022, acting through Kavita Bansal, Proprietor (the "Distributor").

The Principal and the Distributor are each a "Party" and together the "Parties".

RECITALS

A. The Principal manufactures or supplies: The Principal's range of packaged snack food products, as listed in the Principal's current price list. (the "Product").

B. The Distributor wishes to purchase the Product from the Principal and resell it within the Territory defined below.

C. The Distributor buys the Product on its own account, and this Agreement is a buy-and-resell appointment and not a contract of agency: title and risk in the Product pass to the Distributor on delivery, the Distributor resells at its own risk and for its own profit, and the Distributor has no authority to bind the Principal or to sell in the Principal's name.

NOW THIS AGREEMENT WITNESSES AS FOLLOWS.

APPOINTMENT

1.1 The Principal appoints the Distributor, and the Distributor accepts appointment, to purchase and resell the Product within The districts of Mohali, Chandigarh and Panchkula (the "Territory"), for the Term.

1.2 Exclusive — the Principal shall not appoint another distributor for the Product, or itself sell the Product directly to a reseller, within the Territory during the Term

NATURE OF THE RELATIONSHIP

2.1 As Recital C states, the Distributor buys the Product as principal, on its own account, and resells it in its own name and at its own risk. This Agreement does not create a relationship of agency, employment, partnership or joint venture between the Parties, and clause 14 applies.

MINIMUM PURCHASE

3.1 The Distributor shall purchase at least the value or quantity of Product stated below in each period stated below, failing which the Principal may convert the appointment to non-exclusive, reduce the Territory, or terminate under clause 13

3.2 That target is: Rs 10,00,000 of Product, at list price before discount, per calendar quarter

PRICE

4.1 The Distributor shall purchase the Product at the Principal's price list as published and revised from time to time, less the discount stated below

4.2 That discount is 15% off the Principal's price list current at the date of the order.

4.3 The Principal may revise its price list from time to time on reasonable prior written notice to the Distributor; a revision applies to orders placed after the notice takes effect, and not to an order already accepted.

PAYMENT

5.1 Payment in advance, before dispatch of each order

5.3 As security for that credit, the Distributor shall provide: Post-dated cheques covering the credit outstanding at any time, and a bank guarantee of Rs 5,00,000

What this document is for

A manufacturer or supplier in Punjab or Chandigarh who wants a business to buy and resell its products in a territory uses this to fix that territory, exclusivity, pricing and discount, payment terms, purchase targets, after-sales service, and what happens to unsold stock when the arrangement ends.

The Distributor buys the product on its own account and resells it at its own risk and profit — unlike an agent, who sells on the Principal's behalf without ever taking title — and this Agreement says so expressly, because how the relationship actually operates, not what the document is called, decides its GST treatment and who is liable to the end customer.

Before you use this — the label only holds if the relationship really works that way

This Agreement is written as a buy-and-resell appointment, not an agency, and says so in terms. But a court, or the GST authorities, look past the label to the substance: if in practice the Principal fixes the resale price, controls the customer relationship, or routinely takes back unsold stock regardless of what this Agreement provides, the arrangement can still be treated as an agency after all — with a different GST treatment under Schedule I to the CGST Act, 2017 and different consequences for who is liable to an end customer. Keep how the relationship is actually run consistent with what this Agreement says it is.

Stamp paper and registration

Stamp paper needed

Yes

Typical stamp duty — Punjab

Ask us — Chargeable under the residuary agreement rate, Article 5(c) of Schedule I-A — this Agreement's own drafting note gives the article, not a rupee figure, because the table moves. Confirm the current figure with the Sub-Registrar or against the Department of Revenue, Rehabilitation and Disaster Management's published table before the stamp is bought.

Typical stamp duty — Chandigarh

Ask us — The equivalent agreement article applies, with the same gap. Confirm at the Sub-Registrar's office, 30 Bays Building, before the stamp is bought.

Registration at the Sub-Registrar

No — Not registrable under the Registration Act, 1908 — it creates no interest in immovable property. Individual sale invoices issued under it are not separately stamped either.

Notary or witnesses

Not required by law. Two witnesses are optional and not asked for by this template. Notarisation is sometimes done anyway, to fix the date the appointment actually began, useful for computing the term and any post-termination stock-clearance period.

What you will need before you start

A description of the product covered, and the territory the appointment applies to
Whether the appointment is exclusive within that territory, and whether a minimum purchase target applies
The pricing basis — price list less a standing discount, or terms agreed order by order — and the payment terms
Who handles after-sales service and warranty claims, and any agreed use of the Principal's branding
Whether the Distributor is restricted from dealing in competing products during the term
The term, the termination notice period, and how unsold stock is dealt with when the appointment ends

Common mistakes

Signing an Agreement that reads as buy-and-resell while actually running the relationship as an agency — fixing the resale price, taking back stock as routine, controlling the customer relationship — which risks the substance being read differently from the label.
Leaving "reasonable time" to confirm an order, or the repurchase allowance for returned stock, undefined for the actual product category — perishables and durable goods need very different answers, and general wording suits neither well without being made specific.
Assuming the Distributor's own regulatory licences — FSSAI, a drug licence, BIS certification — are the Principal's problem; this Agreement leaves the Distributor separately responsible for its own category-specific compliance.

Questions people ask before using this document

What is the difference between this Agreement and appointing an agent?

A distributor buys the product outright and resells it in its own name, at its own risk and for its own profit — title passes to it on delivery. An agent never takes title; it sells on the Principal's behalf and in the Principal's name. This Agreement is written for the first kind of relationship, not the second.

Can the Principal fix the price at which I resell the product?

This Agreement uses a price-list-less-discount mechanism, which fixes what the Distributor pays the Principal, not what the Distributor charges its own customers. A rigid instruction dictating the actual resale price is a different, riskier approach — resale price maintenance is a vertical restraint the Competition Act, 2002 assesses on its effect on competition.

What happens to unsold stock when the appointment ends?

Depends which option was chosen when the Agreement was filled in — either the Principal repurchases resaleable stock the Distributor still holds, at the price originally invoiced less an allowance for its condition, or the Distributor is given a further period to sell off existing stock on the same terms, with no obligation on the Principal to buy any of it back.

How much stamp duty does a Distributor/Dealership Agreement attract in Punjab and Chandigarh?

The residuary agreement article applies in both places, but neither this Agreement's own source nor a current dated table fixes a rupee figure. Confirm with the Sub-Registrar, or against the two revenue departments' published tables, before the stamp is bought.

Who is responsible if the product turns out to be defective?

As between Principal and Distributor, the Principal warrants the product conforms to its published specification as supplied, and the Distributor passes that warranty on without adding to it. But the Consumer Protection Act, 2019 can make both a manufacturer and a seller directly answerable to the end consumer regardless of this internal split, so the practical risk allocation is worth checking against the actual product category.

Franchise Agreement
If the Distributor is also meant to licence a business format, operating manual and brand identity beyond ordinary resale — a fuller structure than this Agreement provides.
Non-Disclosure Agreement (NDA)
Before sharing pricing, product specifications or customer data with a prospective Distributor, ahead of this Agreement being signed.
Memorandum of Understanding (General Business)
To record an initial understanding with a prospective Distributor before the territory, pricing and targets in this fuller Agreement are settled.
Legal Notice (General Purpose)
To formally demand payment or performance if the other side falls behind on this Agreement's terms once it is running.

Questions about this document

Does the Distributor/Dealership Agreement need stamp paper or stamp duty in Punjab and Chandigarh?

Chargeable as an agreement.

PUNJAB: Article 5, Schedule I-A to the Indian Stamp Act, 1899 as applicable in Punjab; where no more specific sub-clause of Article 5 fits, the residuary rate under Article 5(c). Confirm the current figure with the Sub-Registrar or against the Department of Revenue, Rehabilitation and Disaster Management's published table at revenue.punjab.gov.in before the stamp is bought.

CHANDIGARH: the equivalent agreement article under the Chandigarh Administration's Rates of Stamp Duty & Registration Fees table at revenue.chd.gov.in; confirm the current figure at the Sub-Registrar's office, 30 Bays Building, before the stamp is bought.

BOTH: e-stamp before execution. Individual sale invoices issued under this Agreement are not separately stamped as instruments of sale of goods.

Does the Distributor/Dealership Agreement need registration in Punjab and Chandigarh?