How to Review House Accounts in a Channel Partner Agreement

Friday 9 October 2026 is the signature date. Ceri reviews a 14-person UK brand of boiled-wool hot-water bottle covers from a Newcastle Emlyn workshop. English law. Courts of England and Wales.

The packet — the papers you will actually sign — is a channel partner agreement with Severn Hearth Ltd in Shrewsbury. Clause 2.1 says exclusive for independent home shops in Wales. Clause 2.4 is sole discretion and no commission. Schedule 3 has no rows.

For example, Abergavenny Hearth has bought direct since March 2024 and is not named. Brecon Wool: letter 18 September 2026, sample 22 September 2026, no order. Wool & Wick Ltd buys from London for Cardiff and Bristol. The website is not named.

Slack on 6 October 2026 is the pressure: a blank schedule is normal, and the site is already a house account. In practice the heading and the empty schedule point different ways. The typical mistake is treating “supplier may designate” as the norm.

A public exhibit dated 16 July 2024 names house accounts at signing and still allows sole discretion to rewrite the list. Not the law of England and Wales.

Disclaimer: Checkory provides AI support, not legal advice. Consult a qualified lawyer for binding decisions.

Which names belong on the house-account schedule at signing?

Write every name on Schedule 3 on the signature date. A heading with no rows is empty, not a reserved set. The risk is a later letter that pulls Abergavenny Hearth, a direct buyer since March 2024, out of the exclusive grant. Sole discretion in clause 2.4 is this packet, not a norm.

One Law Insider house-accounts sample requires prior written consent after signing. Another sample on that page allows a change at any time. Business-in-a-Box says a missing list can be filled in later. A template, not this case.

Do write “Schedule 3 is empty.” Don't treat a blank schedule as normal.

How do you add or remove a house account?

Clause 2.4 does not say notice, consent, or a window. Brecon Wool has a sample and no order. Do not copy ninety days from another exhibit onto that sample.

The 16 July 2024 Scientist Home exhibit lists names on an exhibit — the attached schedule — and still lets the list change at sole discretion. Making the distributor's own customer a house account waits ninety days after notice. That wait is that contract, not Wales.

The 18 December 2024 SU Group agreement changes the list by written notice and pays nothing unless agreed in writing. Public names are [***]. A redaction is not a blank schedule. High-Tech Sales (1991), a Massachusetts appeal, held that a 3 April 1984 letter lost to an all-parties amendment clause. Not England and Wales. A Law Insider sample allows ninety days and three business days for a pending deal. Those clocks are that sample, not Brecon Wool.

Do write “no notice, no consent, no window for Brecon Wool.” Don't borrow ninety days.

What does commission on house-account sales actually say?

Clause 2.4 says no commission on these sales inside the territory. Record zero as this packet, not as a market rate.

Commission on house account sales is zero here. A Crocs sample pays 7% of gross sales on shipments into the territory, wants notice within 30 days of the first shipment, and says an account that arises in the territory is not a house account. That 7% is that sample. LegalClarity mentions an override commonly 15 to 30 days. That range is their draft. The December 2024 agreement pays nothing unless a later writing says so. This packet does not.

Do write “no commission, this packet.” Don't copy 7% or 15 to 30 days.

How do house accounts hollow out an exclusive appointment?

Clause 2.1 says exclusive. Clause 2.4 lets the supplier designate house accounts in its sole discretion. The list can hollow the heading. Do not let the title stand in for the carve-out.

A UK note published on 1 August 2026, Sprintlaw, separates exclusive, sole, and non-exclusive. Name reserved customers, online sales, and national accounts. Silence on a direct website leaves two readings.

A US guide, MC Law, wants the seat written out: other distributors only, or the supplier's own sales too. Do not import a US comment on construing against the drafter. GTsetu rejects “exclusive, except when the supplier decides otherwise.” Clause 2.4 is that formula.

Kamco Industrial Sales, Inc. v. Lovejoy, Inc., on govinfo, is a 2011 Pennsylvania case, not England and Wales. Six accounts became 125 on 19 January 2009, including the original six. The court did not treat “redefine” as a right to take all or substantially all. Not a cap here.

Do write “the list hollows the heading.” Don't use six names as an English limit.

Which national account and website lines are missing?

Wool & Wick Ltd buys from London for shops in Cardiff and Bristol, and it is not on Schedule 3. The brand website is not named. Silence is not a carve-out, and it does not make the site a house account. Name both, or leave both inside the exclusive grant.

Name accounts that cross regions. The December 2024 headquarters clause, paying no commission even when use is inside the territory, is that agreement, not this packet. Global Law Experts leaves a worldwide website if there is no active geotarget. That is New York colour, not a ruling on this site.

Do write “Wool & Wick is not on the schedule. The website is not a carve-out.” Don't record silence as “the site is already a house account.”

Before you sign, do you freeze, demand consent, or walk?

Freeze the names on the signature date and require written consent to add one, or write a window and a commission in this packet, or do not sign on 9 October 2026. “A blank schedule is normal” is not the sentence that stops Friday. Name Abergavenny Hearth now, or that March 2024 buyer stays inside the grant.

If the buyer must take all needs from one seller, read the exclusive-supplier review and stop. If the fight is commission after exit, read the commission-tail review and stop. This page is who gets carved out while the contract is alive.

Open the packet → quote 2.1 → quote 2.4 → empty Schedule 3 → Abergavenny Hearth, Brecon Wool, Wool & Wick → unnamed website → no window → freeze, consent, or walk.

The success bar is one sentence that would stop Friday. Before you sign, verify the three names. Escalate what fails. Negotiate consent, or pause if the only support is Slack.

A first-pass — the machine's first read of this uploaded file — can mark those words. You still fill the log. The distribution agreement review does not choose freeze, consent, or walk.