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Reseller Distribution Agreement

A Reseller or Distribution Agreement governs how products are marketed and sold through intermediaries, defining territories, pricing, and performance expectations. This playbook explains negotiation levers around exclusivity, revenue targets, and brand protection.

Payment Terms

Why This Matters: Unclear payment terms can cause cash flow problems and disputes. Clear terms protect both parties from delays and unexpected costs.

Negotiation strategy

If you're the Manufraturer:

Ensure payment terms align with internal cash flow requirements. Negotiate for net 30 terms with interest on late payments to maintain liquidity.

If you're the Distributor:

Propose flexible payment terms that accommodate the supplier's cash flow needs. Include interest on late payments to deter delays.

Essential elements

1

Payment Schedule

Defines timing of payments.
2

Invoicing Procedures

Details invoice submission process.
3

Late Payment Penalties

Outlines interest on overdue amounts.

Action framework

ACCEPT

Propose edits if payment terms do not align with company policy or industry standards.

EDIT

Reject if terms are overly restrictive or non-compliant with legal requirements.

ADD

Add provisions for interest on late payments and remedies for non-payment.

PRO TIP

Always ensure payment terms are clear and enforceable to avoid disputes and maintain cash flow.

Example clauses

FAVORABLE

Preferred Terms

"Net 30 payment terms with a 1.5% monthly interest on late payments."
NEUTRAL

Standard Terms

"Payment is due within 30 days of invoice receipt."
UNFAVORABLE

Unclear Terms

"Payment terms to be agreed upon at a later date."

Fallbacks

International Transactions

Ensure currency exchange rates and international payment methods are addressed. Specify the currency of payment and any conversion responsibilities.

High-Risk Projects

Include stricter payment terms and penalties to mitigate financial risk.

Long-Term Contracts

Consider flexible payment schedules to accommodate project phases and milestones.
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