Can a supplier set the price a distributor resells at?
No. It can recommend a resale price or set a maximum, but fixing or imposing a minimum resale price is unlawful resale price maintenance.
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Distribution agreement (Scotland)
A distribution agreement appoints a distributor to buy a supplier's products and resell them in a territory. It covers the appointment and any exclusivity, ordering and supply, prices, targets, marketing and brand use, and termination — within the limits of competition law, which forbids fixing resale prices or banning online sales.
When you need one
Use one when you appoint a business to buy and resell your products, in the UK or abroad, or when you are the distributor.
What it should contain
Appointment
Products, territory and exclusive, sole or non-exclusive status.
Supply
Orders, delivery, risk and retention of title.
Prices
The supplier's prices to the distributor.
Resale
The distributor sets its own resale prices.
Targets
Minimum purchase targets, usually where exclusivity is granted.
Brand and marketing
Use of trade marks and marketing obligations.
Points specific to Scotland
- UK competition law, including the Vertical Agreements Block Exemption Order 2022, applies in Scotland in the same way. A retention of title clause is effective in Scots law for the goods themselves.
Different rules can apply elsewhere in the UK: see the England and Wales version of this guide.
Common mistakes
- Fixing the distributor's resale prices, which is illegal.
- Banning online sales, which competition law treats as a serious restriction.
- Exclusivity with no minimum targets.
See a specimen distribution agreement — a short illustration of the structure and key clauses, laid out as the app produces them.
Quick answers
Can I stop my distributor selling online?
Generally no. An outright ban on online sales is a hardcore restriction. Reasonable quality standards for online selling are permitted.
Draft your distribution agreement now
Be Contract Wise (Scotland)'s powerful, carefully prepared drafting tools turn a short set of plain-English questions into a distribution agreement under Scots law, laid out to a professional standard, with an explanation of every clause. Simple or complex, export to Word or PDF.
Start drafting — freeBrowse all guidesReviewed 2026-09-24. General legal information about Scots law, not legal advice.