Can a supplier set the price a distributor resells at in Scotland?
No. A supplier may suggest a resale price or impose a ceiling, but fixing resale prices or imposing a minimum is resale price maintenance, which is unlawful.
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Distribution agreement (Scotland)
Under a distribution agreement, a supplier appoints a distributor that purchases the supplier's products and sells them on within a territory. The agreement deals with the appointment and whether it is exclusive, with orders and supply, pricing, targets, marketing and use of the brand, and with termination. All of this must stay inside competition law, which prohibits resale price fixing and any ban on online selling.
When you need one
You need one when appointing a business to purchase and resell your products, whether in the UK or overseas, or when you act as distributor.
What it should contain
Appointment
Products and territory, plus whether exclusive, sole or non-exclusive.
Supply
Ordering and delivery, retention of title and risk.
Prices
What the supplier charges the distributor.
Resale
The distributor decides its resale prices itself.
Targets
Minimum purchasing targets, which usually accompany a grant of exclusivity.
Brand and marketing
Marketing obligations and how trade marks may be used.
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
- Setting the prices at which the distributor resells, which is unlawful.
- Prohibiting online sales, which is treated as a serious restriction under competition law.
- Exclusivity with no minimum targets.
Read a specimen distribution agreement, a brief example showing the structure and principal clauses in the layout the app uses.
Quick answers
Can I stop my distributor selling online in Scotland?
Generally no. Banning online sales outright counts as a hardcore restriction, although a supplier may impose reasonable quality standards on selling online.
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.