Commercial Lawyers for Importers & Distributors
Exclusive distribution agreements, overseas supplier contracts, terms of trade, PPSR, product compliance and retail supply terms — for importers and distributors whose business is the contract between a foreign brand and the Australian market.
Know what you need? Request a fixed-fee quote and upload your documents. Not sure of scope? Book a short call with a senior lawyer instead.
Who we help
An importer's most valuable asset is usually a distribution agreement with a foreign brand — and it is often the least secure. Distribution rights granted informally, or on the supplier's standard form, can be terminated on short notice after the importer has built the market. Exclusivity is promised but not documented. Minimum purchase targets are set in a currency the importer does not control. The supplier's terms choose a foreign law and forum.
On the Australian side, the importer is treated as the manufacturer under the Australian Consumer Law for products with no local manufacturer, which brings consumer guarantees, safety standards and recall obligations. Retail and wholesale customers demand trading terms, rebates and returns. Stock is supplied on credit and needs PPSR protection. Parallel imports and grey-market competitors undermine the exclusivity that was paid for.
Envision Legal acts for importers, wholesalers, distributors and Australian arms of overseas brands on distribution and supply agreements, terms of trade and PPSR, product compliance, trade mark and brand protection, retail supply and rebate arrangements, logistics contracts, structures and acquisitions.
How we help
Legal services we provide
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Distribution agreements with overseas suppliers
Negotiating exclusive and non-exclusive distribution agreements: territory, exclusivity, minimums, pricing and currency, marketing obligations, term, termination and compensation for goodwill built in the market.
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Supplier and purchase terms
Purchase agreements and supplier terms addressing Incoterms, title and risk transfer, quality, inspection, defects, delivery and dispute resolution across borders.
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Terms of trade for Australian customers
Wholesale and trade terms, credit applications, guarantees, retention of title and returns terms for retail, trade and online customers.
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PPSR and stock security
PPSR registrations over goods supplied on credit or consignment to retailers and trade customers, and reviewing what your own suppliers have registered against you.
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Product compliance and consumer law
Deemed manufacturer obligations, mandatory safety and information standards, labelling, consumer guarantees, warranties against defects and recall procedures.
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Trade marks and brand protection
Securing Australian trade mark rights or licences from the brand owner, dealing with parallel imports and enforcing against counterfeit or grey-market sellers.
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Retail supply and rebate arrangements
Supply agreements with major retailers and marketplaces, including rebates, promotional funding, returns, delisting and payment terms.
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Logistics, warehousing and 3PL contracts
Freight forwarding, customs broker and third-party logistics agreements with liability, insurance and stock reconciliation terms.
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Structures, acquisitions and exits
Structuring the import business, shareholder agreements, acquiring distribution businesses and selling to the brand or a competitor.
Common legal issues
Situations we are usually brought in on
“After five years building the brand in Australia, the overseas supplier gives 90 days' notice and appoints a competitor.”
Your rights depend entirely on the distribution agreement: term, termination provisions, and any compensation or stock buy-back obligations. Australian law does not imply goodwill compensation for distributors, so it has to be negotiated in.
“The supplier's standard terms choose their home law and courts and cap their liability at the invoice value.”
Foreign law and forum clauses are generally enforceable. Negotiating Australian law or neutral arbitration, and liability terms that cover recall and defect costs, is worth doing before signing.
“A grey-market importer is selling the same brand online at 20 per cent below your price.”
Parallel importing of genuine goods is largely lawful in Australia. Your options depend on trade mark ownership, the supplier's export controls in other markets and your agreement's exclusivity mechanics.
“A retailer deducts $60,000 in unagreed rebates and promotional charges from your invoices.”
Whether the deductions are recoverable depends on the supply agreement, the retailer's trading terms and any course of dealing. Retail supply terms should be reviewed before onboarding.
“A product you import fails a mandatory safety standard and the ACCC makes contact.”
As the deemed manufacturer you carry the compliance and recall obligations. Your supplier agreement should allocate the cost, but the regulator will deal with you.
“A trade customer goes into liquidation holding $150,000 of your stock supplied on credit.”
A registered PPSR purchase money security interest lets you recover the stock or proceeds. Without registration, you join the unsecured creditors.
Documents we can help with
- Exclusive or non-exclusive distribution agreement
- Supplier purchase agreement or terms
- Incoterms and title and risk provisions review
- Wholesale terms of trade and credit application
- Retention of title clause and PPSR registration
- Retailer supply agreement and trading terms review
- Consignment stock agreement
- Trade mark licence from brand owner or Australian trade mark application
- Warranty against defects wording and recall procedure
- Freight forwarding, customs and 3PL agreements
- Shareholders agreement
- Business sale or acquisition agreement
When to involve a commercial lawyer
- Before signing or renewing a distribution agreement with an overseas supplier
- When negotiating exclusivity, minimums or territory changes
- Before onboarding a major retailer or marketplace
- When setting up terms of trade and PPSR processes for trade customers
- When a compliance, safety or labelling issue arises
- When parallel importers or counterfeit sellers appear
- When the supplier signals termination, acquisition or direct entry into Australia
Why Envision Legal
Commercial context, not just legal risk
- Senior commercial lawyers do the work — you deal directly with the person advising you, not a rotating cast of juniors.
- Our lawyers have worked inside businesses as well as in law firms, so advice is framed around the commercial decision, not just the legal risk.
- Fixed fees for scoped work, agreed before we start, so legal spend is predictable.
- Plain-English drafting and advice that your team and your customers can actually use.
- A technology-enabled service model — secure document upload, client portal and fast turnaround — without the overhead of a large firm.
- Ongoing support is available through fractional general counsel arrangements when a business needs more than one-off documents.
Related legal services
FAQs
- Is an Australian importer treated as the manufacturer under consumer law?
- Often, yes. Where the actual manufacturer has no place of business in Australia, the importer is deemed the manufacturer under the Australian Consumer Law. That brings responsibility for consumer guarantees relating to quality and fitness, safety standards, recalls and warranties against defects.
- Can a distributor claim compensation when an overseas supplier terminates?
- Not under Australian law generally — unlike some European jurisdictions, there is no statutory goodwill compensation for distributors. Compensation, notice periods, stock buy-back and transition obligations must be written into the distribution agreement.
- Can we stop parallel imports of the brand we distribute exclusively?
- Usually not by trade mark law alone; parallel importing of genuine goods is largely permitted in Australia. Practical protection comes from the supplier controlling exports in other markets, your agreement's exclusivity terms, and differentiation through warranty and service. Counterfeit goods are a different matter and can be stopped.
- What should we look for in an overseas supplier's terms?
- Governing law and forum, Incoterms and when risk passes, quality and inspection rights, defect and recall cost allocation, liability caps, exclusivity and territory, minimum purchase consequences, currency, payment security and termination. Standard forms rarely favour the importer.
- Do we need PPSR registrations against our retail customers?
- If you supply on credit with retention of title, or place consignment stock, yes. Registration is what makes your interest enforceable in an insolvency. Timing rules for inventory are strict.
- How do retailer trading terms affect importers?
- Major retailers impose their own terms covering rebates, promotional contributions, returns, delisting and payment. These override or sit alongside your terms of trade and materially affect margin. They should be reviewed before supply commences.
- Do you offer fixed fees for importers and distributors?
- Yes. Distribution agreement review and negotiation, terms of trade, PPSR set-up and supplier terms are quoted as fixed fees once we understand the arrangement.
Talk to us
Need commercial legal support for your import or distribution business?
Send us a note about what you're working on. We'll respond within one business day and, if we're a fit, book a free 15-minute consultation with a senior lawyer.