A distributor buys products from the supplier and resells them in its own name, taking the stock, credit and price risk and earning a margin. An agent, or indenting agent, finds customers and procures orders for the supplier, which sells directly and pays the agent a commission. The legal consequences differ: an agent's acts can bind the principal, and an agency relationship may create a tax presence for the foreign supplier if the agent habitually concludes contracts. We help clients choose the right model and document it so that the distribution relationship operates as intended.

Bangladesh has no statutory goodwill or indemnity payment for distributors or agents on termination. The position is governed by the agreement and general contract law. If the supplier terminates in line with the agreement's notice and termination provisions, compensation is usually limited to what the contract provides, such as buy-back of stock or unpaid commissions. If the supplier terminates without a contractual basis, or without reasonable notice where the agreement is silent, the distributor may claim damages. Clear drafting of the distribution agreement's term, renewal and exit provisions is therefore the main protection for both sides.

Yes. Exclusive distribution for the whole country, a region or a channel is common and generally lawful, provided the arrangement does not have an anti-competitive effect prohibited by the Competition Act 2012. The supplier usually asks for minimum purchase or performance targets in return, with the right to end exclusivity or terminate if the targets are missed. Distributors should seek protection against the supplier selling directly to key customers or online. We draft exclusivity clauses that are measurable and enforceable, and review the plan for competition risk where either party has a strong market position.

This is one of the most important questions in any distribution arrangement. Where the local distributor holds the product registration, for example with the Directorate General of Drug Administration or another regulator, the supplier may find it hard to change distributor, because the new partner cannot sell until registrations are transferred or reissued. Suppliers should, where the rules allow, hold registrations through their own entity or require the distributor to transfer them on termination. Import registration generally belongs to the importer. We address this in the agreement and in powers of attorney before the first registration is filed.

Suppliers can recommend resale prices and set maximum prices in many cases, but imposing fixed or minimum resale prices may be treated as an anti-competitive agreement under the Competition Act 2012, particularly where the supplier has market power. Some products, such as certain medicines, are subject to government price controls that override contractual pricing. Promotional pricing, rebates and marketing support should be documented carefully. We review pricing provisions in supply and franchise agreements and suggest alternatives, such as recommended price lists and approved promotions, that protect the brand without creating unnecessary competition risk.

Imports are usually paid through letters of credit, documentary collections or other channels permitted by Bangladesh Bank, handled by the importer's authorised dealer bank. Commissions to foreign principals or agents, royalties and franchise fees need supporting agreements, invoices, tax documents and, for some payments, prior approval. Withholding tax and VAT may apply to service and royalty payments. Delays at the bank often come from mismatches between the agreement, the invoices and the import documents. We align these documents and advise on credit terms, retention of title and security for unpaid invoices.

Distribution suits products sold through many retailers, where the brand mainly needs a capable importer, warehousing and sales coverage. Franchising suits businesses where the customer experience must be consistent, such as restaurants, retail stores, education centres and services, because it gives the brand detailed control over operations, standards and premises. Some brands combine both, using a distributor for packaged goods and franchisees for outlets. We compare costs, control, regulatory responsibility and exit for each option, and design the distribution or franchise structure around the brand's long-term plans for Bangladesh.

Many disputes settle once the parties' positions and evidence are clear, often after formal notices. Where they do not, international distribution agreements commonly provide for arbitration in Bangladesh, Singapore, London or another seat, and foreign awards are enforced in Bangladesh under the Arbitration Act 2001. Domestic disputes may go to court, where the Commercial Courts Act 2026 may apply, and some may first require mediation under the Legal Aid Services (Amendment) Act 2026 as it rolls out by district. Urgent injunctions to protect trademarks, registrations or stock may also be sought from the courts.