All templatesDISTRIBUTION AGREEMENT
THIS AGREEMENT is made on 1 October 2026.
BETWEEN:
(1) BIDCO GHANA OILS LIMITED, of P.O. Box 30115-00100, Nairobi (the "Principal"); and
(2) WESTERN KENYA WHOLESALERS LIMITED, of P.O. Box 1820-40100, Kisumu (the "Distributor").
RECITALS:
(A) The Principal supplies the products described in this Agreement.
(B) The Principal has agreed to appoint the Distributor as its distributor for them in the territory described, on the terms of this Agreement.
IT IS AGREED as follows:
1. Definitions
1.1 In this Agreement, unless the context otherwise requires:
(a) Products means edible cooking oils and margarine under the 'GoldLeaf' brand.
(b) Territory means Kisumu, Kakamega, Bungoma and Busia Counties.
(c) Trade Marks means the trade marks under which the Principal sells the Products.
(d) Business Day means a day other than a Saturday, Sunday or public holiday in Kenya.
1.2 A reference to a clause is a reference to a clause of this Agreement, and the singular includes the plural and vice versa.
2. Appointment
2.1 The Principal appoints the Distributor as its distributor for the Products in the Territory, and the Distributor accepts that appointment.
2.2 The parties agree that this is a distribution arrangement: the Distributor buys the Products from the Principal and resells them, and the relationship is not one of agency.
2.3 The appointment is exclusive. During this Agreement the Principal shall not appoint any other distributor for the Products in the Territory.
2.4 The Distributor is not the agent of the Principal and has no authority to bind the Principal, to make any contract on the Principal's behalf, or to make any representation, warranty or statement on the Principal's behalf.
3. Supply of Products and Price
3.1 The Distributor shall buy the Products from the Principal and shall resell them in its own name and for its own account.
3.2 The Distributor shall place all orders for the Products in writing, and no order shall be binding on the Principal until the Principal accepts it.
3.3 The price payable by the Distributor for the Products shall be the Principal's price for the Products current at the time the Principal accepts the Distributor's order.
3.4 Payment for the Products shall be due on the terms stated in the Principal's invoice.
3.5 Title to the Products shall pass to the Distributor on payment, and risk in the Products shall pass to the Distributor on delivery.
4. Distributor's Obligations
4.1 The Distributor shall use reasonable endeavours to promote and sell the Products in the Territory.
4.2 The Distributor shall store and handle the Products properly, in accordance with any instructions the Principal gives and with good industry practice.
4.3 The Distributor shall sell the Products only in the Principal's packaging and unaltered, and shall not remove, obscure or alter any label, marking or notice on the Products.
4.4 The Distributor shall make no statement, representation or claim about the Products that the Principal has not approved in writing.
4.5 The Distributor shall comply with the law in the Territory in carrying out its obligations under this Agreement.
5. Principal's Obligations
5.1 The Principal shall supply the Products which the Distributor orders under clause 3, subject to availability.
5.2 The Principal shall supply Products that are of merchantable quality.
5.3 The Principal shall give the Distributor the product information and marketing material which the Distributor reasonably needs to promote and sell the Products in the Territory.
6. Trade Marks
6.1 The Principal grants the Distributor a non-exclusive, non-transferable, royalty-free licence to use the Trade Marks for the Products in the Territory.
6.2 The licence may be used only to market and sell the Products and only in the form the Principal approves.
6.3 All goodwill in the Trade Marks belongs to the Principal, and any goodwill arising from the Distributor's use of them accrues to the Principal.
6.4 The Distributor shall not register, or use, any mark that is confusingly similar to the Trade Marks.
6.5 The licence ends when this Agreement ends.
7. Term and Termination
7.1 This Agreement starts on its date and continues for 3 years.
7.2 Either party may end this Agreement at once by written notice to the other if the other commits a material breach of this Agreement and does not remedy that breach within 30 days of written notice requiring it to do so.
7.3 Either party may end this Agreement at once by written notice to the other if the other becomes insolvent, is unable to pay its debts as they fall due, enters liquidation or administration, or has a receiver appointed over any part of its assets.
7.4 Ending this Agreement does not affect any right or obligation of either party that has already accrued at the date this Agreement ends.
8. Stock on Termination
8.1 When this Agreement ends, the Principal may, by written notice given to the Distributor within 14 days, buy back all or any of the Distributor's unsold Products that are in saleable condition, at the price the Distributor paid for them.
8.2 The Distributor may sell any Products not bought back for three months after this Agreement ends, and for that purpose only may continue to use the Trade Marks in the form the Principal approves.
8.3 After the period in clause 8.2, the Distributor shall stop describing itself as the Principal's distributor and shall cease all use of the Trade Marks.
9. Notices
Business and deals
Distribution or agency agreement template (Kenya)
Also called: Distribution / Agency Agreement
What it is for
Appointing someone to sell your products, or selling someone else's.
The Kenyan law it follows
- Law of Contract Act Cap 23
- Competition Act 2010
- Trade Marks Act Cap 506
Who prepares it
You can prepare this yourself. It is still wise to have an advocate read it before you sign, especially where a lot of money or a long commitment is involved.
Fill this in with your own details
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Sample distribution or agency agreement
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This is a sample for general information. It is not legal advice and may not suit your situation. Laws change, and a document has to fit your own facts; have an advocate check it before you rely on it.