In the course of our practice, we have assisted manufacturers, local distributors and agents in these industries

• Medical devices
• Telecommunication products
• Information technology products
• Construction equipment
• rubber glove and nitrile gloves industries
• Automotive and after-market parts
• Payment systems/ payment gateways

Choosing agent/ negotiation/ appointment

Choice of agent or distributor is usually a business decision. But it is not a decision that should be made hastily without crucial legal consideration. In the eagerness to expand overseas market, mistakes are commonly made in not addressing

• Conflict of interest / existing commitment by agent to other competitors
• Not defining territory of sales be it geographical or market segment
• Responsibilities to defective products/ warranty claims
• Government licence/ approval required
• Goods and services tax on price of product/excise duties and import tax
• Responsibilities of agent/ assistance by principal in penetrating new market
• Principal not protecting its intellectual property rights

Our firm is used to guiding client to avoid the above mistakes

Monitoring/ Termination

Agency contract is a long term contract. As principal, the last thing one should do is to sign the contract and put it away. Activities of the agent or distributor may constitute breaches of their obligations in the agency contract or distributor contract. Especially for foreign agent or distributor, if the behavior is left not monitored, the principal may be deemed to have ‘condoned’ the behavior and legally waive a breach of the contract.

It is important that the principal regularly reviews such conduct with its lawyer and decide if breaches are documented and agent/ distributors’ behavior to cease the behavior complaint of. If the breaches are serious enough, whether a termination of the agency or distributorship is warranted. Often, breach takes the form of

• Sales performance falling short of quota/target
• Punctuality of payment and credit standing
• Marketing effort falling short of expectation
• Selling of competing products
• Parallel imports from another distribution territory
• Unsatisfactory customer service /after sale service affecting the goodwill of the brand

As lawyers, we are frequently engaged by client to represent them to dealing with such breaches.