Dealer Agreement

A dealer agreement appoints an independent dealer to purchase, promote, resell, install, or service specified products under defined territory, facility, inventory, warranty, and brand standards.

A useful document turns the parties' actual arrangement into measurable duties, approvals, timing, remedies, and a reliable execution record. Its terms should be reconciled to the transaction rather than copied from an unrelated form.

• A manufacturer authorizes local product sales and warranty service
• A dealer must maintain showroom, parts, technicians, or demonstration stock
• The parties set territory, inventory, training, customer, and performance standards

The document name alone does not determine the right structure. Consider a different instrument or qualified legal review when any of these conditions applies:

• Do not treat the dealer as an agent authorized to bind the supplier unless that authority is intended and controlled.
• Do not ignore motor-vehicle, equipment, petroleum, franchise, or other dealer statutes that may limit termination and relationship terms.

Record exact facts before clauses are written. Names, authority, dates, amounts, defined terms, dependencies, and incorporated materials should be verifiable and consistent.

• Supplier, dealer owners, approved locations, territory, products, and channels
• Ordering, floor-plan financing, inventory, pricing, delivery, and title
• Facility, personnel, training, sales, installation, service, and warranty standards
• Customer records, audits, performance, transfer, succession, termination, and inventory repurchase

These decisions shape the allocation of responsibility and should not be left for boilerplate to decide:

• Which locations, products, and customer channels are authorized
• What inventory and facility investment is mandatory
• Who bears warranty labor, parts, recall, and customer-remedy costs
• Which statutory good-cause, notice, transfer, and repurchase rules apply

• Appointment, location, territory, products, and authority limits
• Orders, inventory, financing, price, delivery, and risk
• Facility, promotion, training, installation, and service standards
• Trademark, warranty, customer records, reporting, and compliance
• Performance, transfer, succession, termination, and repurchase

Every provision should use the same parties, dates, standards, defined terms, and document hierarchy. A clause that is reasonable by itself can still create a conflict when it is not reconciled with payment, default, termination, or another exhibit.

1. 01Describe the intended result and the relationship in plain language.
2. 02Confirm parties, authority, governing jurisdiction, dates, money, property, services, and approvals.
3. 03Resolve the key decisions and identify every schedule, exhibit, disclosure, consent, or filing.
4. 04Draft the provisions as one consistent system, then review the complete execution set before signature.

Dealer statutes can override negotiated termination, nonrenewal, transfer, and repurchase terms. Significant brand control and investment can also create franchise-law issues.

The main agreement may establish the framework while schedules, exhibits, disclosures, consents, or operational records supply transaction-specific details.

• Approved location and product schedule
• Facility, training, and service standards
• Inventory finance, warranty, and repurchase procedures

Each incorporated document should be identified precisely, use the same names and effective date, and follow a stated order of precedence if terms conflict.

Confirm licensing and statutory status, approve facilities, document inventory and training, align warranty systems, disclose financing terms, and follow every required notice and repurchase procedure at exit.

• Confirm legal names, roles, capacity, addresses, and signing authority
• Reconcile dates, amounts, definitions, cross-references, schedules, and exhibits
• Confirm that duties, deadlines, approvals, acceptance standards, and payment triggers are measurable
• Check that default, termination, remedies, and surviving obligations work together
• Complete jurisdiction-specific forms, notices, witnesses, notarization, filings, or professional review when applicable
• Deliver and preserve the complete signed package with its incorporated documents

These sources provide federal, state-resource, regulatory, or institutional context. They do not replace checking the law and required forms applicable to the parties, transaction, and governing jurisdiction.

1. Source 1

   Guide to Antitrust Laws

   Federal Trade Commission. Federal competition-law overview for business relationships.

2. Source 2

   Uniform Commercial Code

   Uniform Law Commission. Model state commercial law, including sales of goods under Article 2.

3. Source 3

   Franchise Rule

   Federal Trade Commission. Federal disclosure requirements for covered franchise offerings.

4. Source 4

   Contract

   Cornell Legal Information Institute. General U.S. contract formation, interpretation, breach, and remedy concepts.