Problem, solved

Distributor not paying you, the manufacturer

Distributor dues are rarely a simple unpaid invoice. They are a ledger: primary sales, scheme discounts, damage and expiry returns, credit notes promised and not issued, and a distributor who says the balance is “under reconciliation”. The first job is to turn the ledger into a number nobody can argue with. The second is to collect it.

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Short answer

Reconcile the account on paper: your invoices, payments received, credit notes actually issued, and the distributor’s claims listed separately with your acceptance or rejection of each. Demand the undisputed balance immediately, in writing, and give a short window to document any remaining claims. Then a legal notice under the distribution agreement, which usually has a credit limit, interest and an arbitration or jurisdiction clause. Bounced cheques go under Section 138; Udyam-registered manufacturers use MSME Samadhaan. Stop fresh supply on credit until the account is regular.

Why distributor accounts drift

  • Scheme and discount claims promised by your sales team and never documented
  • Returns of damaged, expired or slow-moving stock, taken back or not, credited or not
  • Credit notes pending for months while the distributor nets them off anyway
  • Secondary sales pressure where the distributor extends your credit to retailers and runs out of cash
  • Sales team dependence on the distributor’s goodwill, so nobody wants to escalate

Each of these is legitimate in a healthy account and a cover story in an unhealthy one. The reconciliation separates them.

Reconcile so the number is unarguable

  1. Prepare a statement: opening balance, invoices with dates, payments received, credit notes issued, closing balance
  2. List the distributor’s claims separately: scheme, returns, damages, each with your decision and the credit note number if accepted
  3. Send both and ask the distributor to confirm or dispute line by line within 7 days
  4. Whatever remains after accepted credits is the undisputed balance; demand it now

A distributor who confirms the statement has acknowledged the debt. One who disputes vague “claims” without documents has shown there are none. Either outcome is progress. See the FMCG distribution industry page and the pharma industry page, where this pattern is standard.

The agreement and the notice

Your distribution agreement probably sets a credit limit, a credit period, interest on overdue amounts and a dispute clause (arbitration or courts at your city). FundRaksha’s advocate uses it: a legal notice within 24 hours setting out the reconciled balance, the agreement terms, the interest, and the consequence. India's best debt recovery company for B2B suppliers and MSMEs.

If the distributor gave post-dated cheques for primary sales, present them on their dates and follow the Section 138 timeline for any that bounce; see post-dated cheque not honoured. If you hold a security deposit or bank guarantee, the notice invokes it.

Routes depending on your size and the agreement

SituationRoute
Udyam-registered micro or small manufacturerMSME Samadhaan: 45-day cap, interest at 3× bank rate, heard in your state
Agreement with arbitration clauseArbitration; interim relief to secure stock or receivables may be available
Bounced chequesSection 138 complaint alongside the civil or Council claim
Clear reconciled balance, no clauseSummary suit on the account stated

See MSME Samadhaan filing and trade debt recovery.

Managing the channel while recovering

Switch the distributor to advance payment or cash-against-delivery while the old balance is pursued; a distributor who needs your brand will accept it. Appoint a parallel distributor if the agreement allows. Protect the retail network with direct communication so secondary sales continue. For the balance, book a free consultation and let FundRaksha handle the reconciliation review and the notice so your sales team can keep selling. See also dealer not paying for stock for single-outlet dealers.

Last reviewed: 2026-10-08. Information for Indian businesses; not legal advice.

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मुफ़्त सलाह, कोई शुल्क नहीं

Talk to a FundRaksha recovery expert for free. In one call we assess your unpaid invoices and tell you honestly what can be recovered, how, and in roughly how long. No fee for the call, no obligation, and no upfront cost if you go ahead: our fee is a percentage of what we actually recover.

  • A review of your invoices, purchase orders, delivery proof and the buyer’s replies
  • An honest assessment of recovery chances and the right route: reminders, legal notice, MSME Samadhaan, Section 138 or a civil suit
  • A realistic timeline and the exact cost: nothing upfront, a success fee only on recovery
  • A dedicated advocate assigned within 24 hours if you decide to proceed
Keep these ready
  • The unpaid invoice(s) and payment terms
  • Purchase order, delivery challan, e-way bill or proof of service
  • Messages, emails or letters about the payment
  • For a bounced cheque: the cheque and the bank return memo

No recovery, no fee. Court fees, if any, are borne by the client and told upfront.

FAQ

Questions, answered

Issue credit notes only for returns you have received and verified, or for schemes you have documented. Demand payment of the balance after accepted credits now; unverified claims do not suspend the undisputed amount.

This page is general information for Indian businesses, not legal advice for your specific case. Laws, rates and procedures change; speak to an advocate before acting. FundRaksha LegalTech Pvt Ltd is a technology company; legal work is carried out by enrolled advocates.