Reseller Agreement in Italy: Template, Key Clauses and Local Law (2026)

A reseller agreement lets one party buy a supplier's products or services and resell them, usually in a defined territory. In Italy these arrangements have an unusual legal position: distribution is not a specifically named and regulated contract in the Civil Code, while commercial agency is. Understanding that difference, and the competition law limits on resale terms, is the key to drafting a reseller agreement that holds. This guide explains the local law, the clauses that matter, and a template outline. It is general information, not legal advice. ## Distributor or agent: a decisive distinction Italian law treats these very differently. - A distributor or reseller buys the goods in its own name and for its own account, takes title and risk, and resells at a margin. Distribution is not a named contract type in the Civil Code; it is a contract freely agreed between the parties, governed by the general law of obligations and, where relevant, the rules on supply (somministrazione, Article 1559 and following).

• A commercial agent does not buy or take title. It promotes and concludes sales on behalf of the principal for a commission, and is specifically regulated by Articles 1742 to 1753 of the Civil Code, which implement EU Directive 86/653 and include a goodwill indemnity on termination. Collective economic agreements for agents also apply. The risk is misclassification: if a relationship labelled distribution functions like agency, a court may apply agency rules, including the termination indemnity. Draft so the substance matches the label. ## Competition law limits on resale terms Because a distributor sets its own resale prices and serves its own customers, resale terms are subject to competition law. In Italy that means Article 101 of the Treaty on the Functioning of the EU, the national competition law (Law No. 287 of 1990), and the EU Vertical Block Exemption Regulation (Regulation (EU) 2022/720) with its guidelines. Key points: - Resale price maintenance, fixing or imposing a minimum resale price, is a hardcore restriction and generally prohibited. The supplier can set a maximum or recommended price only.
• Absolute territorial or customer protection that blocks passive sales is restricted; the block exemption allows certain active-sales restrictions but protects passive sales.
• The block exemption generally applies only where each party's market share is 30% or below; above that, individual assessment applies. The Italian competition authority (AGCM) has acted against vertical agreements that fixed resale prices or banned sales through online platforms, so design pricing, territory and online clauses within these limits. ## Key clauses in a reseller agreement | Clause | What it should cover | | --- | --- | | Appointment and status | Distributor buying in its own name and account, exclusive or non-exclusive | | Territory and customers | Territory, permitted active and passive sales, online channels | | Products | Products covered and how changes are handled | | Pricing | Supply price, the distributor's freedom to set resale price, recommended or maximum price only | | Targets | Minimum purchase or performance targets and the consequence of missing them | | Orders and delivery | Order process, Incoterms, title and risk | | Payment | Currency, terms, late payment interest under Legislative Decree 231/2002 | | Trademark licence | Right to use the marks for resale, quality control, no registration of the marks | | Warranties and product liability | Product warranty, recall, allocation of liability | | Term and termination | Duration, renewal, notice, and whether any indemnity applies | | Post-termination | Stock, run-off sales, return of materials | | Governing law and disputes | Italian law, court or arbitration | ## Termination and notice For an open-ended distribution agreement, Italian courts expect a reasonable notice period on termination, even though distribution is not a regulated contract, drawing by analogy on good faith and on agency principles. An agreement should set a clear notice period and address stock on hand and pending orders, rather than leaving termination to be argued after the fact. Specific sectors, such as motor vehicle distribution, have their own statutory minimum terms and notice rules, so check sector law where it applies. ## A template outline you can adapt 1. Parties, recitals and definitions

2. Appointment, status and exclusivity
3. Territory, customers and sales channels
4. Products and product changes
5. Pricing, orders, delivery and payment
6. Performance targets
7. Trademark licence and brand guidelines
8. Warranties, product liability and recall
9. Confidentiality
10. Term, renewal, notice and termination
11. Post-termination obligations and stock
12. Governing law and dispute resolution
13. Specific approval of onerous standard clauses, where applicable ## Common mistakes to avoid - Labelling a relationship distribution while running it like agency, risking the agency indemnity.

• Fixing minimum resale prices, a hardcore competition breach.
• Banning passive sales or online platforms without regard to the block exemption.
• No reasonable notice period for an open-ended agreement.
• Ignoring the specific approval rule for onerous standard clauses under Article 1341. ## Keeping a channel of reseller contracts under control A supplier rarely has one reseller. It has many, across territories, each with its own exclusivity, targets, renewal date and pricing terms. The work repeats: draft from a consistent template, review the risky terms, track renewals and targets, and keep the signed version straight. Done across a growing channel in scattered folders, that control slips. Teams increasingly keep drafting, per-clause risk review, version history and renewal tracking in one connected workspace. Adira is an AI contract workspace built for that. Adira is India-first today, and deeper non-India jurisdiction support, including Italy, is on its roadmap, so confirm Italian and EU competition specifics with local counsel. This article is general information and not legal advice.