Commercial Lawyers for Manufacturing Businesses
Supply and distribution agreements, terms of trade, PPSR and retention of title, contract manufacturing, product liability and recall, IP protection, factory leases and acquisitions — for manufacturers managing risk across a supply chain.
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Who we help
Manufacturers sit between suppliers and customers with capital tied up in plant, stock and receivables. The legal work follows the money: terms of trade that actually secure payment, PPSR registrations that survive a customer's insolvency, supply agreements that deal with input cost movement and delay, and distribution arrangements that protect the brand and the margin without breaching competition law.
Product risk adds another layer. The Australian Consumer Law imposes guarantees and mandatory recall and reporting obligations on manufacturers and importers. Contract manufacturing for other brands raises questions about who owns the tooling, the specifications and the IP. Long-term leases of industrial premises with heavy fit-out and make-good obligations tie the business to a site.
Envision Legal acts for food and beverage producers, component and industrial manufacturers, contract manufacturers, FMCG brands and equipment makers on the commercial documents that run the business, and on acquisitions, restructures and shareholder arrangements as they grow.
How we help
Legal services we provide
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Terms of trade and credit
Terms of trade, credit applications and director guarantees that support debt recovery, limit liability and are enforceable against trade customers.
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PPSR and retention of title
Retention of title clauses and PPSR registrations for goods supplied on credit, consignment stock and tooling held by customers, so your security survives an administrator.
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Supply agreements
Long-term supply and offtake agreements with pricing mechanisms, forecasts, minimum volumes, quality, delivery, delay and force majeure terms.
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Distribution and agency agreements
Distributor, agent and reseller agreements covering territory, exclusivity, targets, pricing and termination, with competition law in mind.
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Contract manufacturing agreements
Toll and contract manufacturing agreements dealing with specifications, tooling ownership, IP, quality, recalls, exclusivity and pricing.
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Product liability and recalls
Consumer guarantee obligations, safety standards, recall and mandatory reporting procedures, and allocation of product risk through the supply chain.
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Intellectual property
Trade marks, designs, confidential know-how and licensing of manufacturing processes, plus protection when working with overseas manufacturers.
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Industrial leases and premises
Factory and warehouse leases with fit-out, plant installation, environmental, make-good and option terms that fit the investment.
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Acquisitions, structures and shareholders
Buying or selling manufacturing businesses, asset versus share sale structures, shareholder agreements and succession.
Businesses we support in this industry
Pick your type of business for a tailored view of how we help.
Common legal issues
Situations we are usually brought in on
“A major customer enters administration owing $400,000 with your stock on their floor.”
If your terms of trade include retention of title and you registered a PMSI on the PPSR in time, you can recover the goods or their proceeds ahead of secured creditors. If not, you are an unsecured creditor.
“Input costs have risen 30 per cent and your supply agreement fixes prices for two more years.”
Whether you can pass through cost increases depends on the pricing clause, any hardship or review mechanism and force majeure provisions. Agreements should build in a mechanism before signing.
“A distributor in another state is selling below your recommended price and into a neighbour's territory.”
Resale price maintenance is prohibited in Australia, so you cannot enforce minimum prices. Territory and channel restrictions can be managed contractually within competition law limits.
“A brand you manufacture for wants to move to another factory and take the tooling.”
Ownership of tooling, moulds and specifications should have been agreed at the outset. If the contract is silent, disputes about who paid for what and who owns the IP follow.
“A product defect requires a recall across three retailers.”
Manufacturers have mandatory reporting obligations and may face compulsory recall orders. Your supply and distribution agreements should allocate recall costs and cooperation obligations.
“You are selling the business and the buyer wants an asset sale to avoid legacy liabilities.”
Asset sales require assignment of contracts, leases and licences and transfer of employees. The structure affects price, tax and what liabilities stay with you.
Documents we can help with
- Terms of trade and credit application
- Retention of title clause and PPSR registration
- Supply or offtake agreement
- Distribution, agency or reseller agreement
- Contract or toll manufacturing agreement
- Tooling and specification ownership agreement
- Quality, warranty and recall procedures
- Trade mark and design applications
- Manufacturing process licence or know-how agreement
- Factory or warehouse lease
- Business sale or purchase agreement
- Shareholders agreement
When to involve a commercial lawyer
- When setting up or refreshing terms of trade and credit processes
- Before supplying significant stock on credit or consignment
- Before signing long-term supply, offtake or distribution agreements
- When entering contract manufacturing arrangements or taking on a new brand
- When a product safety issue or recall arises
- Before signing or renewing an industrial lease
- When planning an acquisition, sale or ownership change
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
- Does a retention of title clause protect a manufacturer without PPSR registration?
- Not reliably. Under the Personal Property Securities Act, a retention of title arrangement is a security interest that must be registered on the PPSR to be enforceable against an administrator or liquidator. Registration timing matters: for a purchase money security interest in inventory, registration is needed before the customer takes possession.
- Can a manufacturer set minimum resale prices for distributors?
- No. Resale price maintenance is prohibited under the Competition and Consumer Act. You can recommend prices and, within limits, set territories, channels and brand standards. Distribution agreements should be drafted with these rules in mind.
- What recall obligations do manufacturers have?
- Under the Australian Consumer Law, suppliers must report within two days of becoming aware that a product they supplied caused or may have caused serious injury, illness or death. Voluntary recalls must be notified to the ACCC, and the Minister can order compulsory recalls. Contracts should allocate recall costs and cooperation obligations through the chain.
- Who owns the tooling in a contract manufacturing arrangement?
- Whoever the agreement says. Commonly the brand pays for and owns the tooling, the manufacturer holds it under a bailment, and the agreement addresses maintenance, insurance and return. Silence leads to disputes. Specifications and process improvements need similar treatment.
- How should a supply agreement deal with cost increases?
- With a pricing mechanism agreed up front: indexation, pass-through of defined input costs, periodic review, or a hardship clause with a renegotiation process. Force majeure clauses generally do not cover price increases unless drafted to do so.
- Asset sale or share sale when selling a manufacturing business?
- Buyers often prefer asset sales to leave legacy liabilities behind; sellers often prefer share sales for tax reasons and simplicity. The answer depends on the business, the contracts that need assignment, the lease, employees and tax advice. We work with your accountant on the structure.
- Do you offer fixed fees for manufacturers?
- Yes. Terms of trade, PPSR set-up, supply and distribution agreements and lease reviews are quoted as fixed fees. Businesses with continuous contract flow often use a fractional general counsel arrangement.
Talk to us
Need commercial legal support for your manufacturing 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.