Trade Agreements
Advice and disputes on supply, distribution, agency and franchise agreements and terms of trade for businesses across NSW.
Trade agreements are the contracts businesses use to buy, sell and distribute goods and services with each other, such as supply, distribution, agency and franchise agreements and standard terms of trade. Vamp Law reviews these agreements and acts in disputes over pricing, supply failures, termination and unpaid accounts, with every matter run directly by Kyra Pastrovic.
What is a trade agreement?
A trade agreement is a contract between businesses that sets out how goods or services are bought, sold or distributed. On this page the term means commercial agreements between businesses, not treaties or trade deals between governments. Vamp Law advises on these agreements and acts when they break down, for suppliers, distributors, agents, franchisors, franchisees and business customers across NSW.
The most common trade agreements are:
Supply agreements
what will be supplied, at what price, in what quantities and on what delivery terms.
Distribution and agency agreements
the terms on which one business sells or promotes another's products, often including a territory, exclusivity and minimum purchase obligations.
Terms of trade
the standard terms a supplier attaches to credit applications, quotes and invoices, usually covering payment terms, late payment interest and retention of title.
Franchise agreements
the arrangement between a franchisor and a franchisee, which is also regulated by the Franchising Code of Conduct.
Most disputes are about pricing, late or defective supply, exclusivity, termination or unpaid accounts.
Are standard terms of trade affected by unfair contract terms laws?
Yes, if the terms are a standard form small business contract. Under s 23 of the Australian Consumer Law, which is Schedule 2 to the Competition and Consumer Act 2010 (Cth), that is a contract for goods, services or land where at least one party employs fewer than 100 people or had a turnover under $10 million in its last income year. An unfair term in such a contract is void, and proposing or relying on one can attract a penalty.
A term is unfair if it causes a significant imbalance in the parties' rights, is not reasonably necessary to protect the legitimate interests of the party it benefits, and would cause detriment if relied on (s 24). Vamp Law reviews terms of trade for suppliers drafting them and customers disputing them.
How does retention of title protect a supplier?
A retention of title clause lets a supplier keep ownership of goods until they are paid for, but it only protects reliably if registered on the Personal Property Securities Register (PPSR). Under the Personal Property Securities Act 2009 (Cth), a sale subject to retention of title is a security interest (s 12). If it is unperfected, usually meaning unregistered, when the customer enters liquidation, administration or bankruptcy, it vests in the customer (s 267) and the supplier is generally left as an unsecured creditor.
Timing matters as well. Under s 588FL of the Corporations Act 2001 (Cth), a registration made more than 20 business days after the security agreement came into force can be defeated if the customer company goes into liquidation or administration within six months after the registration. Where a customer is already in financial difficulty, see insolvency.
What rules apply to franchise agreements?
Franchise agreements are regulated by the Franchising Code of Conduct, a mandatory industry code made under the Competition and Consumer Act 2010 (Cth). The Code was remade in 2024 and has applied in its new form since 1 April 2025, with some rules starting on 1 November 2025, so the version that governs an obligation can depend on when the agreement was made, renewed or transferred.
The Code requires the parties to act in good faith in their dealings with each other, imposes disclosure obligations on franchisors, and deals with restraint of trade clauses and compensation for early termination. Vamp Law acts for franchisees and franchisors in disputes over disclosure, termination and the end of a franchise term.
Can a business end a supply or distribution agreement early?
That depends first on the agreement's termination clause, and then on whether the other party's conduct gives a right to terminate under the general law. A serious breach, or conduct showing a party will not perform, can justify ending the contract, as the guides on breach of contract and repudiation explain. Terminating without a proper basis can itself be a repudiation, exposing the terminating party to a damages claim.
Where an agreement has no fixed term and says nothing about ending it, the notice required turns on the agreement as a whole and is often disputed. Post-termination restraints are also common: under s 4 of the Restraints of Trade Act 1976 (NSW), a restraint is valid to the extent it is not against public policy, which allows a court to read down a restraint that goes further than is reasonable.
What happens when a trade agreement crosses borders?
Cross-border sales of goods are often governed by the United Nations Convention on Contracts for the International Sale of Goods, which has the force of law in NSW under the Sale of Goods (Vienna Convention) Act 1986 (NSW). It generally applies to sales between businesses in different countries that have adopted it, unless the contract excludes it.
Dispute resolution clauses matter just as much. Domestic commercial arbitrations seated in NSW are governed by the Commercial Arbitration Act 2010 (NSW), and international commercial arbitration by the International Arbitration Act 1974 (Cth).
How does Vamp Law handle a trade agreement dispute?
Vamp Law starts with the whole paper trail, not just the signed contract, because later correspondence and the parties' conduct can add to or change the terms.
Review the documents
Kyra Pastrovic reviews the agreement, terms of trade, purchase orders, invoices and correspondence to establish which terms govern.
Protect the position
Vamp Law checks PPSR registrations, notice requirements and any dispute resolution steps required before terminating or suing.
Negotiate or mediate
Many trade disputes resolve through negotiation or mediation, which can preserve a supply relationship worth keeping.
Commence proceedings or arbitration
If the dispute does not resolve, Vamp Law commences court proceedings, or arbitration where the agreement requires it, and pursues unpaid accounts through debt recovery.
Kyra has acted for international and national commercial clients during her time at a number of Australian law firms. This page is general information, not advice on a particular agreement: the answer in any dispute depends on the facts and the documents.
Frequently asked questions
No. Here, trade agreements means commercial contracts between businesses. Treaties and trade deals between governments are a separate area of law.
In most cases, yes, if you want the clause to protect you when a customer becomes insolvent. An unperfected retention of title interest can vest in the customer on liquidation, administration or bankruptcy, and registering within 20 business days of the agreement taking effect also avoids the late registration rule in the Corporations Act 2001 (Cth).
Start with the agreement: whether the supplier was obliged to supply and what notice was required. If the supplier has breached, damages can include the extra cost of sourcing the goods elsewhere, and where supply is critical a court can sometimes be asked for urgent interim orders.
Under s 14 of the Limitation Act 1969 (NSW), a claim for breach of contract generally must be brought within six years from when the cause of action first accrues, or twelve years for a deed (s 16).
A damages claim for misleading or deceptive conduct in trade or commerce under the Australian Consumer Law also has a six year limit (ss 18 and 236). The agreement itself may impose much shorter notice periods.
Speak with Vamp Law about a trade agreement
If a supply, distribution, agency or franchise arrangement is under strain, make an enquiry or call +61 431 569 686 to speak with Kyra Pastrovic. For wider business disputes, see commercial litigation.
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