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Becoming a Pipe & Fittings Distributor: How Brand Agency Agreements Work

The draft arrives as an eleven-page PDF on a Thursday afternoon. Your territory is named on page two, the brand name you have been selling informally for a year is finally attached to your company, and the signature block sits on page eleven. Everything in between reads like boilerplate. It is not. Four or five of those clauses decide whether you are building an asset you own or a customer list you are handing over for free, and the words that decide it are ordinary enough to skim past.

This guide walks a pipe and fittings distributorship clause by clause: what each term does, which law or convention actually governs it, and the specific failure it prevents. Where a number belongs to a supplier’s commercial policy rather than to law, you will find the question to ask instead of an invented figure. No agreement here is quoted from IFAN’s own commercial terms, because those are negotiated case by case and publishing a band nobody honours would be worse than silence.

Key Takeaways

  • “Agency agreement” and “distribution agreement” are not synonyms in law. A commercial agent negotiates on behalf of the principal and can claim a termination indemnity capped at one year of average annual remuneration over the preceding five years. A distributor buying for resale sits outside that regime entirely.
  • “Exclusive” no longer means “only me.” Regulation (EU) 2022/720 defines an exclusive distribution system as one where the territory goes to the supplier itself or to a maximum of five buyers. Five in total, so “exclusive” can lawfully mean you and four others.
  • A ban on passive sales voids the protection. Restricting the customers to whom you may sell passively is a hardcore restriction, and it strips the whole agreement of the block exemption.
  • An unrecorded Chinese trademark licence is weak paper. Under Article 43 of the Trademark Law, a licence that has not been filed with the Trademark Office cannot be used against a bona fide third party.
  • Since 8 January 2026 the EU puts verification duties on the distributor personally. Regulation (EU) 2024/3110 Article 25 lists what you must check before a single fitting is sold, and Article 26 turns you into the legal manufacturer the moment you sell under your own brand.
  • A CE mark on plastic pipe is a red flag, not a credential. TEPPFA’s position statement of 21 October 2025 records that no harmonised technical specification exists for plastic piping products, so a CE marking and a declaration of performance cannot lawfully be issued for them at present.
  • Your arbitration clause travels further than your court clause. The New York Convention reaches 172 States parties; a judgment from your home court usually reaches none of them.

Before the clause-by-clause walkthrough, this short explainer from a US contracts marketplace covers the vocabulary you will meet in the draft.

Distribution Agreements Explained: Terms You NEED To Know

What’s inside:

Agent or Distributor? The Word on the Cover Page Decides What You Are Owed

Two partners reviewing a draft distribution agreement on a laptop before signing
The cover page is the first thing to argue about. Whether the document calls you an agent or a distributor changes what you can claim on the day it ends.

Most suppliers use “agent”, “agency” and “distributor” as if they were interchangeable sales words. In law they are two different animals, and the difference only shows up on the day the relationship ends. Council Directive 86/653/EEC defines a commercial agent in Article 1(2) as a self-employed intermediary with continuing authority to negotiate the sale or purchase of goods on behalf of another person. If you buy the pipe, take title, carry the stock and resell in your own name, you are not negotiating on anyone’s behalf. You are a distributor, whatever the header says.

That distinction carries money. A terminated commercial agent can claim a goodwill indemnity under Article 17(2)(a). Two things must be true. The agent brought the principal new customers or significantly increased business with existing ones, and the principal keeps deriving substantial benefits from those customers. Article 17(2)(b) then caps the claim at one year’s indemnity, calculated from the agent’s average annual remuneration over the preceding five years. Work the formula on your own file rather than on an example: whatever your commission averaged across those five years is the ceiling, and not a unit of currency more. It is a cap, not an opening bid, and it is the reason a supplier’s lawyer would rather the cover page said “distributor”.

Notice is treated the same way. Article 15 sets a floor for an agency contract of indefinite duration: one month for the first year, two months for the second year commenced, three months for the third and later years. Member States may extend that to six months from the sixth year. Even at its most generous the statutory floor is short — roughly 90 days for most of the relationship’s life — and a distributor has no such floor at all unless it is negotiated in.

So a distributor who spent three years opening a market and then loses the line has no equivalent statutory claim in most places. Everything recovered has to be written into the contract in advance. A notice period matched to real stock turn, not to the supplier’s convenience. Buy-back at invoice value for unopened goods. Survival of outstanding warranty work. None of this appears by default, and no supplier volunteers it.

Article 18 names the conduct that forfeits the claim even for a real agent. Three situations end it:

  • The principal terminated because of the agent’s own default, where that default justified immediate termination.
  • The agent terminated without justification attributable to the principal.
  • Assignment of the contract to someone else with the principal’s agreement. Read that one twice if you plan to sell your business.
Source: Council Directive 86/653/EEC, Articles 1(2), 17 and 18 (EUR-Lex, read 2 September 2026).
QuestionCommercial agentDistributor buying for resale
Who owns the stock?The principal; the agent never takes titleYou do, from the moment of shipment
Who sets the resale price?The principal sets it; you sell on its termsYou do, within the limits below
Who carries the credit risk?The principal carries the buyer’s defaultYou carry it on every invoice you issue
Goodwill claim on termination?Yes, capped at one year of average annual remunerationOnly what the contract gives you

Still deciding which supplier to sign with rather than what to sign? Our guide to sourcing pipe fittings from China covers the selection stage. The factory-versus-trading-company checks matter here too, because a trading company cannot license you a brand it does not own. The full text of the Directive is on EUR-Lex (Directive 86/653/EEC).

What an Exclusive Territory Actually Buys You

Pipe and valve trade exhibition stand in the Middle East where regional distribution territories are negotiated
A territory is worth what the contract says it is worth. Regional trade fairs are where buyers discover that two “exclusive” distributors were appointed for the same market.

One word gets all the attention in these drafts, and it is the one that has quietly changed meaning. For agreements affecting the EU internal market, Commission Regulation (EU) 2022/720 has governed vertical agreements since 1 June 2022 and runs until 31 May 2034. The number is in the definitions. Article 1(1)(h) defines an exclusive distribution system as one where the supplier “allocates a territory or group of customers exclusively to itself or to a maximum of five buyers”. Five in total. Your exclusive territory can lawfully carry four co-appointees besides you, and the agreement still sits inside the block exemption.

Article 4(b)(i) then lets the supplier stop you actively selling into a territory it has allocated exclusively to as many as five other exclusive distributors. Read together, the two provisions say the same thing from opposite ends: exclusivity is a capped sharing arrangement, not a promise of solitude. So the clause to negotiate is not the word “exclusive”. It is the sentence that says how many appointees your territory carries and whether that number can change without your consent. Ask for it in writing, ask for the current appointee count on the day of signature, and ask for a consent right over any addition. A supplier that will not put a number in the clause has told you the answer.

Active and passive selling are defined terms, not sales jargon. Article 1 describes active sales as targeting customers by visits, letters, emails, calls or other direct communication, or through targeted advertising and promotion. Passive sales are sales made in response to unsolicited requests from individual customers, including delivery, where the seller did not initiate contact with that customer. A supplier may stop another distributor from advertising into your market. It may not stop that distributor from filling an order a buyer in your market placed unprompted.

This is where a badly drafted protection clause backfires. Article 4(b) treats a restriction on the territory into which, or the customers to whom, an exclusive distributor may sell actively or passively as a hardcore restriction, subject only to the listed exceptions. A hardcore restriction does not just fail on its own terms; it removes the entire agreement from the block exemption. The clause you asked for to protect your territory can be the clause that leaves the whole contract exposed.

One more condition sits underneath everything above. Article 3(1) applies the exemption only where the supplier’s share does not exceed 30% of the relevant market on which it sells and your share does not exceed 30% of the market on which you buy. For most pipe and fittings importers those thresholds are comfortable, but a dominant regional wholesaler should check rather than assume.

Manufacturer stand at a trade fair where distributors negotiate territory appointments
Four arrangements get sold under one word. Which of them you are being offered is settled by the reservation clause, not by the heading on page one.

Exclusive, sole, non-exclusive and selective are four different deals

Suppliers use these words loosely and buyers pay for the ambiguity. Four arrangements, and the difference between them is not a matter of degree. Pin down which one the draft means:

  • Exclusive. The supplier allocates the territory to you and restricts its other buyers from actively selling into it. Under the EU definition that allocation can run to five buyers in total, so the word alone does not settle the count. Ask for the number.
  • Sole. The supplier appoints nobody else, but reserves the right to sell in your territory itself. Every direct account it opens is one you will never win, and large project tenders are exactly where it will use that right.
  • Non-exclusive. You are one of an unstated number. Fine for a trial year on a new product family; a poor basis for building stock, a service network or a brand.
  • Selective. The fourth arrangement, and the one buyers most often miss. Article 1(1)(g) defines a selective distribution system as one where the supplier sells only to distributors chosen against specified criteria, and those distributors undertake not to resell to unauthorised distributors inside the territory where the system runs. Territory is not what is being allocated here; qualification is. You are protected from grey resellers rather than from other appointees, and Article 4(c) bars the supplier from stopping appointed members supplying each other.

Two of the four can be sold to you under the same word. A draft that says “exclusive” in the heading and reserves direct sales in clause 4.3 has given you a sole distributorship with better branding. Read the reservation clause before the grant clause. If you are stocking on the strength of the word, ask for the supplier to be bound by the same restriction it is placing on you.

Best for, and not for

Exclusivity is a cost as well as a right, because it usually arrives attached to a purchase target. It suits some buyers and punishes others.

  • Best for importers who already hold warehouse space, run their own delivery, sell to installers rather than to end users, and can absorb a slow first 12 months while the brand becomes familiar in the market.
  • Best for buyers who intend to invest in the brand locally: showroom, technical training, market approvals. That spending only makes sense if nobody else can free-ride on it.
  • Not for project traders who buy against a specific tender, buyers who need to switch supplier when a resin price moves, or anyone whose annual volume is genuinely uncertain. A non-exclusive appointment with no target costs you nothing when a year goes badly.

Outside the EU these rules are not law, and saying otherwise would be wrong. They are still the most useful drafting precedent available. They were written to describe how exclusivity works when it works fairly. A supplier who refuses terms a European regulator considers unproblematic has told you something about how it plans to behave. The regulation is published on EUR-Lex (Regulation (EU) 2022/720).

The Minimum Purchase Clause: How a Sales Target Becomes a Termination Trigger

Sales team reviewing annual purchase targets that a distribution agreement will be measured against
A purchase target is a termination clause wearing a sales hat. How it is measured matters more than how large it is.

Every exclusivity has a price, and the price is usually volume. What almost nobody negotiates is the machinery around the number rather than the number itself. Four questions decide whether a target is a commitment or a trap.

  • In what unit is it expressed? A target in purchase value moves against you every time the supplier raises the price list or the currency shifts. A target in tonnes, containers or line items does not. Ask for volume units, or for a value target with a price-list freeze attached.
  • Over what window is it measured? A single annual figure with one measurement date is the harshest form. A rolling twelve-month calculation reviewed quarterly gives you visibility and time to correct.
  • What happens on a miss? No law sets this, so it is drafting. A reasonable starting position is a stepped remedy: written notice, then a cure period long enough to place and land a corrective order, then loss of exclusivity, and only then termination. On container-freight lead times, something in the region of 90 days is a defensible ask for that cure window, though the right figure is whatever lets one corrective order actually land. A clause that jumps straight from a missed number to termination hands the supplier a costless exit whenever it finds a better appointee.
  • What is carved out? Late shipments, out-of-stock periods, a lapsed certificate that blocks your market, a quality recall. If the supplier’s own failure can push you below target and the clause has no carve-out, the target is not measuring your performance.

Pricing sits next to this and has its own legal boundary. Under Article 4(a) of the same regulation a supplier may impose a maximum resale price or recommend one, provided it does not become a fixed or minimum price through pressure or incentives. A supplier that ties your rebate to holding a floor price has crossed from recommendation into resale price maintenance. That matters to you commercially: the same clause that “protects the brand” also stops you from clearing slow-moving stock at the end of a season.

Note what this section does not do. It gives you no benchmark opening order and no typical annual commitment for a pipe and fittings line, because those figures belong to individual suppliers and vary by product family, territory and container economics. Anyone publishing a single band for them is guessing. Take the four questions above into the conversation, and get the numbers in writing from the supplier you are actually negotiating with. Freight and packing assumptions feed straight into a volume target, and our guide on Incoterms and packaging for pipe imports covers how those are usually allocated.

Brand and Trademark: Owning Your Market Versus Renting It

Branded PPR union produced under an OEM agreement, showing the manufacturer mark moulded into the body
The mark moulded into the body is the asset the licence clause governs. Who may apply it, in which territory, and what happens to it on termination are three separate questions.

A distribution agreement almost always carries a trademark licence, and it is usually the thinnest clause in the document. Two sentences granting you the right to use the brand in your territory look generous until you test them.

Start with the supplier’s side. Where the mark is registered in China, Article 43 of the Trademark Law of the People’s Republic of China (2019 revision) sets three obligations:

  • The licensor supervises the quality of the goods on which the licensee uses the mark.
  • The licensee guarantees that quality, and indicates its own name and the place of origin on the goods.
  • Filing: the licensor puts the licence on record with the Trademark Office, which announces it.

The last sentence of the article is the one to read twice. Without recordal, the licence cannot be used to defend against a bona fide third party. An unrecorded licence is a promise between you and your supplier that a court may decline to notice.

So the clause needs a recordal obligation with a deadline and a copy of the filing receipt delivered to you. Ask for it before the first order, not after, because the incentive to file evaporates once the goods are moving.

Then look at your own territory, where the failure is more common and more expensive. If the supplier has never registered the mark in your country, three things can happen. A local squatter registers it and blocks your imports. A competitor registers it and sells against you legally. Or you register it yourself, which protects the goods today and starts a fight the day the supplier wants the market back.

None of those is a good outcome, and the fix is a single clause. The supplier undertakes to apply for registration in your territory within a stated period, at its own cost, and to keep it renewed for the life of the agreement. Madrid makes that cheap to promise: 116 members covering 132 countries, representing more than 80% of world trade.

The other branch is your own brand. Many importers negotiate a private-label right alongside the distributorship, and it changes the risk profile in a way most contracts never mention. Our page on private-label pipe programmes covers the commercial side; the regulatory side appears in the next section, and it is the part that surprises people. The Chinese statute is held by WIPO Lex (Trademark Law of the People’s Republic of China), with the Article 43 text reproduced in full by Unitalen Attorneys at Law. The treaty membership figures come from WIPO’s Madrid System members page.

The Compliance Duties That Come With the Goods, Not the Contract

Standards and certification documents for plastic pipe, the paperwork an EU distributor must verify before selling
Since 8 January 2026 these documents are the distributor’s problem, not only the manufacturer’s. Article 25 of the new EU construction products regulation lists what must be checked before the goods are made available.

Distribution contracts are usually silent about regulatory duties, which leaves buyers assuming the manufacturer carries them. For anyone selling construction products into the EU, that assumption stopped being safe this year. Regulation (EU) 2024/3110 applies from 8 January 2026 under Article 96, and Article 94 repealed Regulation (EU) No 305/2011 with effect from the same date, keeping a listed set of its provisions alive for a further 14 years, until 8 January 2040.

Nobody can say the market was ambushed. A first set of articles took effect on 7 January 2025, so the trade had 366 days of warning before the main body landed. Article 25 puts a verification list on the distributor personally. Before making a product available you must check four things:

  • That it bears the CE marking and the required labelling, where required. Those two words carry more weight in this trade than anywhere else, for the reason set out below.
  • That it comes with a declaration of performance and conformity, or that the declaration is available as the regulation provides.
  • That it carries general product information, instructions for use and safety information, in a language easily understood by end users in that Member State.
  • That the manufacturer and the importer met their own obligations.

Four more duties sit alongside it. You must display that information visibly to customers before they are bound by a sales contract, distance selling included. You may not make a non-conforming product available. Where a product presents a risk you must tell the manufacturer and the competent national authorities. And while the goods are under your control, storage and transport must not jeopardise conformity.

Article 26 is the one that turns a commercial decision into a legal transformation. An importer or distributor is considered a manufacturer, and takes on the manufacturer obligations of Article 22, where it places a product on the market under its own name or trademark. The same result follows where it claims characteristics that deviate from those the manufacturer declared. Article 26(3)(a) confirms the narrow relief: simply adding translations of the manufacturer’s own information does not have that effect.

Read those two articles together and the private-label clause looks different. The moment your logo replaces the factory’s on the carton, you are not a distributor with a branding right. You are the manufacturer of record for that product in the EU, with the declaration of performance in your name and the liability that follows it. That is a defensible business model, and plenty of successful importers run it deliberately. It is not something to accept by accident because the sales manager offered free packaging design.

The CE trap that is specific to plastic pipe

Here the general rule and the pipe trade part company, and a distributor who follows the general rule gets it backwards. CE marking, a declaration of performance and conformity and the coming Digital Product Passport apply only where a product is covered by a harmonised technical specification or a European Technical Assessment. For plastic piping systems, none exists.

TEPPFA, the European Plastic Pipes and Fittings Association, position statement of 21 October 2025:

“As the necessary harmonised technical specifications are not available for plastic piping products, it is currently not possible and not legal to apply a CE marking and issue a DoPC for plastic piping systems under CPR-2024 or CPR-2011 based on harmonised standards.”

The statement names the scope: non-pressure soil and waste discharge, underground drainage and sewerage, buried and above-ground pressure conveyance, and hot and cold water distribution. Those are the four applications most pipe distributorships are built on.

Pipe pressure and performance testing bench, the recognised product standards that govern plastic piping in place of CE marking
With no harmonised specification to CE-mark against, test evidence to a named product standard is what a plastic pipe distributorship actually runs on. Put the standard in the contract, not the letters.

So for PPR, PEX, HDPE and PVC systems the honest position is the reverse of what most buyers assume. A supplier that offers you a CE certificate or a declaration of performance for plastic pipe is not showing you a stronger document than its competitors. It is showing you a document that cannot currently exist on that basis, which tells you something about the rest of its paperwork. What does govern those products is national or European recognised product standards, and that is what the contract should name: the specific standard, the specific approval body, the specific market.

This cuts both ways, and it is worth being blunt about our own side of it. Any manufacturer listing CE among its marks, IFAN included, should be able to say which product line the mark sits on and under which harmonised standard. Ask that question of every supplier you shortlist, including this one. A brass or metal component can sit in a different position from a plastic pipe, and a supplier that cannot tell you which is which has not read its own certificate file.

That makes four questions the contract has to answer: who prepares the declaration of performance, who holds the underlying test reports and for how long, who pays for retesting when a harmonised specification changes, and who indemnifies whom if a market surveillance authority calls. Market access certification is a separate layer again, and our comparison of WRAS and NSF certification explains what each approval does and does not cover. For the incoming goods themselves, the pipe fitting inspection checklist is the operational half of the same duty. Both regulations are on EUR-Lex (Regulation (EU) 2024/3110), and the industry position on CE marking is published by TEPPFA.

For distributors and importers checking what a supplier can actually document.

Which product families would your territory carry?

Browse the full pipe and fittings range

Term, Non-Compete and Exit: Three Dates That Decide Your Downside

Suppliers write the entry into a distribution agreement carefully and the exit vaguely. Reverse that priority when you review the draft, because the exit clauses are the ones you will read under stress.

Non-compete obligations have a hard ceiling under the EU regime. Article 5(1)(a) of Regulation (EU) 2022/720 excludes from the exemption any direct or indirect non-compete obligation whose duration is indefinite or exceeds five years. A tacitly renewable obligation that rolls past that horizon is treated as indefinite. If a supplier asks you to stop carrying competing lines for the life of the agreement and the agreement has no end date, the clause is asking for something the regulation will not protect.

After termination the limits tighten further. Article 5(3) allows a post-termination non-compete only where four conditions all hold:

  • It concerns goods or services competing with the contract goods.
  • It is limited to the premises from which you operated during the contract.
  • It is indispensable to protect know-how the supplier transferred to you.
  • It lasts a maximum of one year.

A clause barring you from the whole product category across your country for three years after termination is outside every one of those bounds. Price that clause before you sign it, because it is what stops you replacing the line you just lost.

The third date is notice. Nothing in the regulation sets it for a distributor, so it is pure negotiation. It has to be long enough to do three specific things:

  • Sell down the stock you are contractually holding.
  • Transition warranty obligations you have given to installers.
  • Collect receivables from customers who will hear about the change before you do.

Measure the number against your own stock turn rather than against a round figure. If you carry 120 days of inventory, 30 days of notice is not notice; it is an instruction to dump stock at whatever the market will pay that month. Pair the period with a buy-back at invoice value for unopened goods, or the alternative is a warehouse of a brand you can no longer sell.

Coiled PE pipe held in covered storage, the stock a distributor is left holding when an agreement ends
The notice period is measured against this: how long it actually takes to sell down held stock, not how long the supplier finds convenient.

One asymmetry to watch. Watch for a draft that reserves immediate termination to the supplier for insolvency, change of control or breach of the trademark clause, while giving itself a comfortable cure window for its own delivery failures. If the immediate-termination triggers are one-sided, ask for the mirror. A supplier that will grant it is telling you the relationship is meant to last.

Governing Law and Dispute Resolution: What Happens When It Goes Wrong

The last two clauses in the document are the ones a distributor reads for the first time on the worst day of the relationship. They are also the cheapest to get right while everyone is still friendly.

The instinct is to name your own courts. It feels like home advantage, and against a Chinese manufacturer it is usually worth very little. A judgment from your local court has to be recognised where the assets are, and there is no broad treaty that makes that automatic.

An arbitral award is different. The 1958 New York Convention on the Recognition and Enforcement of Foreign Arbitral Awards has 172 States parties. China acceded on 22 January 1987, and the Convention entered into force for it 90 days later, on 22 April 1987, subject to the reciprocity and commercial reservations. An award rendered in one contracting State is enforceable in another through a defined procedure. A judgment often is not enforceable at all.

There is a second body of law running quietly underneath. Your framework agreement is one contract; every purchase order placed under it is another. The UN Convention on Contracts for the International Sale of Goods governs many of those sales contracts by default, and it has 97 States parties. China is one, with the Convention in force for it since 1 January 1988 and a declaration excluding Article 1(1)(b). The United Kingdom is not a party. So a British importer and a Chinese factory may be operating under different default sales rules than either assumes, and the contract should say plainly whether the Convention applies or is excluded.

How far each instrument behind your distribution agreement reaches04080120160200New York Convention (arbitral awards)Madrid System (trademark)CISG (sales contracts)Reach (countries or States parties)Instrument behind the contractReach (countries or States parties)
Read from the primary status pages on 2 September 2026: UNCITRAL for the New York Convention (172 States parties) and for the CISG (97 States parties), WIPO for the Madrid System (116 members covering 132 countries). The arbitration clause travels furthest, which is why it, not the choice-of-court clause, is the term worth arguing over. The trademark route reaches more territories than the sales-law route, so a mark can usually be protected in a market whose courts would not apply the same sales law to the orders placed there. Method: No computation. Each figure was transcribed from the instrument’s own official status page on 2026-09-02: uncitral.un.org status pages for the New York Convention and the CISG, wipo.int Madrid System members page for Madrid. The Madrid bar plots countries covered (132), not member count (116), because a distributor cares about territories reachable; the member figure is stated in the table and the caption so neither number is hidden.
Instrument behind the contractReach (countries or States parties)
New York Convention (arbitral awards)172
Madrid System (trademark)132
CISG (sales contracts)97

Source: UNCITRAL and WIPO official status pages, read 2 September 2026. Madrid is plotted as countries covered (132) by its 116 members.

Reach is not the only thing that matters, but it is the thing most contracts get wrong, and the chart above is the argument in one picture. Pick the clause by what you would actually need on the day you use it.

Source: UNCITRAL status pages for the New York Convention and the CISG, read 2 September 2026.
Clause you signWhere it worksWhere it failsBest for
Your home courtsClaims against assets inside your own countryRecognition where the supplier’s assets actually sitSuppliers holding local stock or a local entity
Supplier’s home courtsDirect enforcement against the factory’s assetsCost, distance, language and unfamiliar procedureLarge claims where you can fund local counsel
Institutional arbitration, named seatAny of the 172 New York Convention States partiesSmall claims, where the filing cost outweighs the sumCross-border distributorships of any real size

Name the institution, the seat, the number of arbitrators and the language in the clause itself. Leaving any of the four to be agreed later means agreeing them with a counterparty who no longer wants to agree with you. Treaty status is published by UNCITRAL (New York Convention status) and UNCITRAL (CISG status).

What We Check Before Appointing an Agent, and What You Should Check Back

Pipe trade fair in Dusseldorf where manufacturers and prospective distributors meet before appointment
Appointment starts long before the contract. The survey and the market study come first, and the draft only follows once both are done.

The negotiation reads differently once you know what the other side is evaluating. IFAN publishes its agency criteria rather than describing them in a meeting, which is unusual enough to be worth reading whoever you end up signing with, because it gives you a written standard to hold every other supplier to. Zhuji Fengfan Piping Co., Ltd started in 1993 and was formally established in 2001, and its published agency policy lists four join requirements:

  • Recognition of the company’s culture, together with customer service ability and experience.
  • Familiarity with the geography, urban area, environment and consumption level of the market.
  • Experience in building materials sales.
  • A fixed business place, warehouse and distribution capacity.

The fourth is the one candidates underestimate, and it is checked in the survey rather than taken on trust. A manufacturer granting territory rights is asking who will hold the stock, and an applicant with no warehouse is asking the factory to carry inventory risk it has just contracted away. Sort the physical side before the meeting, not after.

The published joining process runs in seven steps, and the contract sits fifth. Consultation, then the regional manager, then a customer survey that inspects and evaluates the applicant’s office against an evaluation form, then regional market research conducted jointly. Only after those four is a franchise contract negotiated and signed, with online training and follow-up service after it.

Now check it back, because that sequence hands you something. Both steps that produce evidence about your territory happen before the draft exists. If the joint research finds your region supports a certain volume, that finding is the natural anchor for the purchase target, and you were in the room when it was produced. Candidates who skip the survey and ask for a draft on day one give that away. Ask, in writing, to receive the findings yourself; a study you never see cannot anchor anything.

Support commitments follow the same rule as every other clause: they count when they are in the contract. The published list runs to six categories — multilingual service, export service, logistics introductions, OEM and ODM work, marketing material, and regional customer introductions. Ask which of the six become contractual obligations with a defined response time, and which stay goodwill.

Be equally interested in what is not published, here or anywhere. Territory scope, purchase commitments and payment terms are settled in the negotiation and in that seventh step where the price system is formulated. They are not a fixed policy, which is why this article quotes none of them and why anyone who hands you a standard band for them has not spoken to a factory.

Behind the paperwork is the capacity you would be selling, published in the same place. A factory building area of 120,000 m², 600 employees and more than 50 backbone teams. A quality control team of 27 people, on cover 24 hours a day. New product development controlled within 15 days. Those are the figures an agent quotes to a specifier who asks why this brand rather than the one already on the drawing.

What a mature appointment looks like is published too. Agents are named in Morocco, the Philippines, Armenia, India and Congo, and the My Agent page names GRC in Cameroon operating four branches across Douala and Yaoundé. Four branches, not one office with a price list. Ask any supplier that question before you sign: not how many agents it has, but what one of them actually built.

For importers, wholesalers and stocking distributors ready to open a territory.

Want to see the criteria before you ask for a draft?

Read the agency policy and joining process

The Clause-by-Clause Checklist to Take Into the Negotiation

Print this, put it beside the draft, and work down it. Each row names the clause, the instrument that governs it, the failure it prevents and the question that produces a usable answer. Where the answer should be a number, the number comes from your supplier, not from an article.

Source: Regulation (EU) 2022/720; Directive 86/653/EEC; Regulation (EU) 2024/3110; PRC Trademark Law (2019 revision); New York Convention. All read 2 September 2026.
ClauseWhat governs itFailure it preventsAsk for this
Status of the partiesDirective 86/653/EEC, Art. 1(2)Assuming an agent’s indemnity you never hadOne sentence stating who takes title to the goods
Territory and exclusivityReg. (EU) 2022/720, Art. 4(b)(i)Discovering the territory was allocated to five appointees, not oneThe appointee count in writing, plus a consent right over additions
Passive salesReg. (EU) 2022/720, Art. 4(b)A protection clause that voids the whole exemptionActive-sales wording only, never a passive-sales ban
Purchase targetPure negotiationA costless exit for the supplier on one missed quarterVolume units, rolling measurement, cure period, supplier-fault carve-outs
Resale pricingReg. (EU) 2022/720, Art. 4(a)A rebate that quietly fixes your floor priceMaximum or recommended pricing only, with no linked incentive
Trademark licencePRC Trademark Law, Art. 43A licence a court will not weigh against a third partyRecordal within a stated period, with the filing receipt
Local registrationMadrid System, national lawA squatter blocking your own importsSupplier files in your territory, at its cost, before first shipment
Own-brand rightsReg. (EU) 2024/3110, Art. 26Becoming manufacturer of record without deciding toWho prepares the declaration of performance, and who indemnifies
Compliance documentsReg. (EU) 2024/3110, Art. 25Stock you may not lawfully make availableDocuments in the destination language before the container ships
CE and DoP wordingTEPPFA position statement, 21 Oct 2025Demanding a document that cannot lawfully exist for plastic pipeNamed product standard and approval body, not a CE promise
Non-competeReg. (EU) 2022/720, Art. 5(1)(a), 5(3)A restriction that outlives the relationshipFive-year ceiling during the term, one year and one site after
ExitPure negotiationA warehouse of a brand you can no longer sellMirrored termination triggers and stock buy-back at invoice value
Dispute resolutionNew York Convention 1958A judgment nobody will enforce where the assets areInstitution, seat, arbitrator count and language, all named
Overview of a pipe fittings catalogue range a first distribution territory would stock
The clause work decides what you keep; the range decides what you sell. Settle the first before committing to the second.

Budget 30 minutes with the draft and a pen. Thirteen rows, and only two of them depend on a number the supplier has to give you. That ratio is the point of doing the reading: most of what protects a distributor is drafting, and drafting is free. The product side of the same conversation starts with the range you would actually stock, and the PPR pipe and fittings catalogue is where most first territories begin.

Four clauses you can put in front of a lawyer

Most people searching for a distributor agreement want wording, not theory. These four are the ones the sections above say do the work, written plainly enough to paste into a redline and hand to a commercial lawyer in your own jurisdiction. They are a drafting starting point rather than legal advice, and the bracketed parts are the ones only you and your supplier can fill.

1. Appointee count.

“The Territory is allocated exclusively to the Distributor and to no more than [number] other appointed distributors, being [names or ‘none’] as at the date of this Agreement. The Supplier shall not appoint an additional distributor for the Territory without the Distributor’s prior written consent, and shall notify the Distributor in writing of any change within [number] days.”

2. Purchase target and remedy.

“The Annual Target is [quantity] expressed in [tonnes / cartons / line items], measured on a rolling twelve-month basis and reviewed quarterly. Any shortfall attributable to the Supplier’s late delivery, stock-out, recall, or lapse of a certification required for the Territory shall be excluded from the calculation. On a shortfall, the Supplier’s sole remedy for a first occurrence is written notice and a cure period of [number] days, after which exclusivity may be converted to non-exclusive appointment; termination is not available for a first shortfall.”

3. Trademark, recordal and local registration.

“The Supplier grants the Distributor a licence to use the Marks in the Territory for the term. The Supplier shall record this licence with the competent trademark authority in its own jurisdiction within [number] days of signature and shall deliver a copy of the filing receipt to the Distributor. The Supplier shall, at its own cost, apply to register the Marks in the Territory before the first shipment and shall maintain those registrations for the term. The Distributor shall not apply to register the Marks in its own name.”

4. Dispute resolution.

“Any dispute arising out of or in connection with this Agreement shall be finally settled under the rules of [named arbitral institution] by [one / three] arbitrator(s). The seat of the arbitration shall be [city, country]. The language of the arbitration shall be [language]. The award shall be final and binding on both parties.”

Four clauses, four blanks each, and every blank is a question the earlier sections told you how to ask. Take the exit terms from the term-and-notice section and the compliance allocation from the construction-products section, and the redline is most of the way written.

A worked scenario: one country, one product family

A wholesaler in a single African market wants the PPR line for his country. He already imports PVC from two sources and runs one warehouse with delivery vans. The factory offers exclusivity against an annual purchase commitment. Here are the same thirteen rows applied in order.

He takes title, so he is a distributor and gets no statutory indemnity. That means the exit terms have to be built. He asks for a notice period matched to his stock turn, and a buy-back at invoice value for unopened goods. Next he tests the grant clause and finds the supplier reserved direct sales for projects above a certain size, which makes it a sole appointment. He asks for that reservation to be limited to named tenders he is told about in advance.

The target is quoted in purchase value. He asks for it in tonnes instead, or for a price-list freeze, then for a rolling twelve-month measurement, a cure window long enough to land a corrective container, and a carve-out for months when the factory ships late. The trademark is registered in China but not in his country, so he asks the supplier to file locally at its own cost before the first container, and for the licence recordal receipt. He plans his own carton branding for a second-tier range, reads Article 26, and decides to keep the factory’s mark on the goods for now rather than become manufacturer of record.

Finally he replaces the litigation clause with institutional arbitration, naming the institution, the seat, one arbitrator and English. Total legal spend: a few hours of a local commercial lawyer’s time. Value at risk if he had signed the draft as written: the market he is about to spend three years building.

For wholesale buyers and distributors with a territory and a warehouse in mind.

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Conclusion: Your Next Three Moves

A distributorship is bought with drafting, not with enthusiasm, and the reading above turns into three concrete actions before you reply to that PDF.

  1. Settle your status in one sentence. Find the clause that says who takes title to the goods. If it says you do, delete every reference to “agency” that implies a statutory indemnity you will not have, and negotiate the notice period and stock buy-back that replace it.
  2. Turn “exclusive” into a number. Ask how many exclusive appointees the territory currently carries, ask for a consent right over additions, and check that the protection wording restricts active selling only.
  3. Fix the brand before the first container. Get the trademark licence recorded and get the mark registered in your own territory at the supplier’s cost, and decide deliberately whether you want to be the manufacturer of record for your own label.

If the supplier meets you on all three, the commercial terms are worth negotiating in detail. If it will not move on any of them, the commercial terms will not save the relationship, and no discount is worth a territory you cannot defend. A first territory is easier to open than to reopen, and the difference between those two jobs is written into the eleven pages in front of you. Read them once more before Thursday.

About the author. Written by the IFAN technical and export team. IFAN has manufactured pipe and fittings in China since 1993, and works with appointed agents and distributors across Africa, the Middle East, Asia and Europe. Company background and the published agency criteria are on the agency policy page. This article summarises legal instruments in force on 2 September 2026 and is general information, not legal advice for a specific contract.

Frequently Asked Questions

Is an agency agreement the same as a distribution agreement?

No. Under Article 1(2) of Directive 86/653/EEC a commercial agent negotiates the sale or purchase of goods on behalf of another person and never takes title. A distributor buys the goods and resells them in its own name. The label on the cover page does not decide it; the clause about who takes title does.

Can a supplier appoint more than one exclusive distributor in the same country?

Yes. Article 1(1)(h) of Regulation (EU) 2022/720 defines an exclusive distribution system as one where the supplier allocates the territory to itself or to a maximum of five buyers, so an exclusive appointment can lawfully include you and four others. Ask for the current appointee count to be stated in the contract, and for a consent right over any addition.

What minimum order or annual purchase target should I expect?

That figure belongs to the individual supplier and varies by product family, territory and container economics, so no honest published band exists. What you can settle in advance is the machinery: the unit the target is expressed in, the measurement window, the cure period before any remedy bites, and the carve-outs for the supplier’s own delivery or certification failures.

Does a Chinese trademark licence have to be registered?

Article 43 of the PRC Trademark Law requires the licensor to file the licence with the Trademark Office for record, and states that without recordal the licence cannot be used to defend against a bona fide third party. Put a recordal deadline in the contract and ask for a copy of the filing receipt.

Should my contract require CE marking on the pipe?

Not on plastic pipe. TEPPFA’s position statement of 21 October 2025 records that the harmonised technical specifications plastic piping products would need do not exist, so a CE marking and a declaration of performance and conformity cannot lawfully be applied to them under either construction products regulation. Name the recognised national or European product standard and the approval body for your market instead, and treat a CE certificate offered for plastic pipe as a question to ask rather than a credential to accept.

If I sell pipe under my own brand in the EU, am I still a distributor?

Not in law. Article 26(1)(a) of Regulation (EU) 2024/3110 treats an importer or distributor as the manufacturer where it places a product on the market under its own name or trademark, with the manufacturer obligations of Article 22. Adding translations of the manufacturer’s information alone does not have that effect.

Should the contract name a court or an arbitration institution?

For a cross-border distributorship, arbitration usually travels further. The 1958 New York Convention has 172 States parties and China acceded in 1987, so an award rendered in a contracting State can be enforced in another through a defined procedure. Name the institution, the seat, the number of arbitrators and the language in the clause.

How long can a supplier stop me from carrying competing lines?

Article 5(1)(a) of Regulation (EU) 2022/720 excludes any non-compete obligation that is indefinite or exceeds five years, and a tacitly renewable one beyond that horizon counts as indefinite. After termination, Article 5(3) allows at most one year, limited to your former premises and only to protect know-how the supplier transferred.

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