4 July 2024

What is a Distribution/Consignment Agreement used for?

Distribution_Consignment Agreement - Related 4

As a startup or small business owner, expanding your reach and increasing sales are likely top priorities for a period of time. One effective strategy and consideration to achieve this is through a Distribution/Consignment Agreement, particularly if your business is product-based. This legal contract allows you to partner with retailers or distributors to sell your products to the public without the upfront costs and risks associated with traditional sales models.

What is a Distribution/Consignment Agreement used for?

A Distribution/Consignment Agreement is a legal document that outlines the terms and conditions under which a supplier (consignor) provides goods to a retailer or distributor (consignee) for sale to the public. The consignee agrees to market, display, and sell the consigned products on behalf of the consignor, typically in exchange for a commission or percentage of the sales price.[1][2]

When do I need a Distribution/Consignment Agreement?

You should consider a Distribution/Consignment Agreement in the following situations:

  • You want to test the market demand for a new product without committing significant resources upfront.
  • You lack the resources or infrastructure to effectively distribute and sell your products directly to consumers.
  • You aim to expand your product’s reach and visibility into other regions and countries by leveraging established local and international retailers or distributors.[2][3]

A well-drafted Distribution/Consignment Agreement helps mitigate legal risks by clearly defining the rights, responsibilities, and obligations of both parties. It addresses crucial aspects such as ownership of the consigned goods, payment terms, delivery and distribution terms, liability for damages or losses, termination conditions, and dispute resolution mechanisms.[4] Without such an agreement, misunderstandings or disputes could arise, potentially leading to costly and lengthy legal battles.

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Why do you need a Distribution/Consignment Agreement?

There are several compelling reasons to have a Distribution/Consignment Agreement in place:

  1. Protect your interests: The agreement safeguards your rights as the consignor, ensuring you maintain ownership of the products until they are sold and receive proper compensation for sales made by the consignee.[1][4]
  2. Minimise risks: By consigning your products, you avoid the upfront costs and risks associated with purchasing inventory, renting retail and storage space, obtaining courier and delivery services, and hiring staff. The consignee almost always bears these expenses.[2][3]
  3. Expand market reach: Partnering with established local and international retailers or distributors allows you to tap into their existing customer base and marketing channels, increasing your product’s visibility and potential sales.[2][3]
  4. Test market demand: Consignment agreements provide a low-risk way to gauge consumer interest in your products before committing significant resources to large-scale production or distribution.[2]

Common pitfalls/inclusions/considerations to note when using a Distribution/Consignment Agreement

When drafting or reviewing a Distribution/Consignment Agreement, be mindful of the following common pitfalls, inclusions, and considerations:

  • Clearly define the consigned products, including descriptions, quantities, conditions, replacement terms and product warranties.[1][4]
  • Specify the consignee’s responsibilities for storage, handling, delivery, orders, and marketing of the consigned goods.[1][4]
  • Outline the payment terms, commission rates, and any additional fees or charges.[1][4]
  • Address ownership rights, risk of loss or damage, and insurance requirements for the consigned products.[1][4]
  • Include provisions for unsold merchandise, such as return policies or disposal procedures.[1][4]
  • Specify the agreement’s duration, renewal terms, and termination conditions.[1][4]
  • Consider including non-compete, non-solicitation, intellectual property and confidentiality clauses to protect your interests.[4]
  • Ensure the agreement complies with relevant laws and regulations in your jurisdiction.[4]


A well-crafted Distribution/Consignment Agreement can be a powerful tool to enable your business to expand its reach, test market demand, and minimise risks associated with traditional sales models. By clearly defining the rights and responsibilities of both parties, such an agreement helps protect your interests while fostering a mutually beneficial partnership with retailers or distributors, both locally and internationally. Seeking professional legal assistance in drafting or reviewing a Distribution/Consignment Agreement is highly recommended to ensure it meets your specific needs and complies with applicable laws.

[1] https://www.genieai.co/blog/components-of-a-consignment-agreement
[2] https://www.suvit.io/post/consignment-agreements
[3] https://www.mrpeasy.com/blog/consignment-inventory/
[4] https://www.highradius.com/resources/Blog/consignment-agreement-sample-guide/
[5] https://www.erplain.com/en/blog-en/everything-you-need-know-about-selling-consignment