A restaurant master distribution agreement is a contract between a restaurant and a distributor that outlines the terms of the distribution relationship between the two parties. This type of agreement is often used in the food and beverage industry, where a restaurant needs to source its products from a distributor in order to operate.
The agreement should outline the specific products that the distributor will be responsible for providing to the restaurant. This may include a wide range of items, such as food, drinks, and other supplies. The agreement should also specify the terms of delivery, including the frequency and method of delivery, as well as any associated fees.
In a restaurant master distribution agreement, if not the most important, is pricing. The agreement should outline the cost of the products being provided, as well as any discounts or promotions that may be available. It may also include provisions for price adjustments based on market conditions or other factors.
In addition to the terms of the distribution relationship, a restaurant master distribution agreement may also include provisions for the handling of any disputes that may arise between the two parties. This may include provisions for mediation or arbitration, as well as clauses outlining the consequences for breach of the agreement.
A restaurant master distribution agreement provides a clear and formalized relationship between the restaurant and the distributor. This can help to ensure that the restaurant has a reliable source of products and can operate smoothly, as well as helping to minimize the risk of disputes or misunderstandings.
A well-drafted restaurant master distribution agreement can provide protection for both parties in the event of any issues that may arise. For example, the agreement may include provisions for the termination of the relationship in the event that the distributor fails to meet the terms of the agreement, or if the restaurant experiences financial difficulties.
Overall, a restaurant master distribution agreement is an important tool for any restaurant looking to establish a reliable and effective distribution relationship with a supplier. By outlining the terms of the relationship and providing a clear set of guidelines, the agreement can help to ensure that the restaurant has the products it needs to operate and grow, while also helping to minimize the risk of disputes or misunderstandings.
A food and beverage procurement strategy usually centers around a Master Distribution Agreement (MDA). These contracts are central to managing costs and quality and enable the operator to focus on running the restaurant rather than tracking price fluctuations and bidding products.
What Is a Master Distribution Agreement?
As a one-stop-shop for restaurants, broadline distributors offer thousands of products, sometimes as many as 15,000. The immense size of their sales and volume of goods means that they can offer their clients volume discounts and pricing incentives.
Specialty suppliers, on the other hand, represent a limited number of product lines and operate within a particular industry niche. They often specialize in hard-to-find items or locally sourced products.
A Master Distribution Agreement (MDA) is an agreement between an operator and their main broadline distributor. These broadline distributors function as the go-between for foodservice operatorsand the food manufacturers. A typical MDA requires at least 80% of a restaurant’s purchases to be made from the broadline distributor.
Without this important contract, operators are missing out on locking in pricing terms and avoiding extreme cost swings.
How Do Operators Get the Most Out of a MDA?
Like any contract, details found within these agreements can weigh in favor of the distributor or the operator. Operators should pay attention to the following points to ensure the agreement is fair and works to their benefit.
Does your MDA allow for termination for cause and termination for convenience? In order to keep out of courts and arbitration, this clause is vital. Should an operator decide the partnership is not working out, this condition allows them to serve a 60-day notice of termination.
Does your MDA contain fuel surcharges? Fuel surcharges allow distributors to increase prices based on fuel costs. If diesel raises to a certain strike point, the distributor then raises the price on a per-case basis or on the total invoice. These surcharges should be removed or raised to such a point that they will not be implemented.
Does your MDA contain an automatic renewal clause? An automatic renewal clause means that, if a distributor is not notified 180 days before the yearly termination of the contract, the MDA is automatically renewed. The operator misses out on the opportunity to renegotiate and may accrue increased fees they are unaware of.
Does your contract stipulate when the MDA may be audited, or does it carry an open audit clause? Retaining your rights to regularly audit costs and obtain manufacturer’s paid invoices keeps a distributor “honest.” It’s also important to ensure that these audits may be performed by either an outside party or the operator. Don’t lose this right in your MDA.
Does your MDA contain a drop incentive agreement? It is more efficient and less costly for a distributor to drop a larger load than a smaller one. Your costs should go down as well. Make sure your MDA contains an agreement that your product mark-up goes down as drop sizes increase.
Does your MDA allow you to release data to a third party or group purchasing organization (GPO)? By releasing data to a GPO, operators receive manufacturer volume allowance funds.
Why Should Restaurant Operators Pay Attention to Their Master Distribution Agreement?
Remaining aware of the many facets of your MDA can greatly affect product costs and limit supply chain disruptions. With regular audits and price comparisons, an operator can stay on top of market fluctuations and ensure their distributor is doing the same. Options included in an MDA can significantly help reduce price volatility. Do you know your distributor’s margin, base price, and backend markup and service costs?
While large leveraged operators may have developed the internal structure to negotiate with broadline distributors, smaller foodservice operators do not carry that same advantage.
Negotiating a proper MDA can require months of complex negotiations. Consolidated Concepts, the leading purchasing partner in the U.S. for restaurants, works with hundreds of brands which allows them to benchmark and compare MDAs. Their software and electronic invoice auditing capabilities as well as their expertise save operators time, money, and potential legal issues.
Master Distribution Agreements are the cornerstone for most
successful operations in the hospitality industry, at least in terms of optimum
pricing and maintaining a solid and reliable supply chain. For restaurants,
they provide a strategic and steady cost-saving agreement with their main broadline
distributor. Or, at least, that’s what they are designed to do.
Once established, many restaurants maintain the same MDA for years, relying on what has developed into a comfortable relationship with their distributor. Yet this day in, day out, consistent steadiness can, like any relationship that has become somewhat stagnant, end up paralyzing a company’s forward movement and cost operators a percentage of their profits. Experts in procurement, and supply chain analysts, all agree that regular audits and assessments are key to long-term financial health and increased margins.
Here are a few key elements in MDAs that operators should pay
Many MDAs will contain an automatic renewal clause that allows distributors to renew a contract for a year, if they are not notified by the operator within 180 days of the contract termination. Know when your contract ends and take advantage of this opportunity to renegotiate. In addition, contracts that automatically renew often have a clause that allows for cost-of-living increases resulting in increased fees that many operators are unaware of.
When negotiating an MDA, ensure that there is a “no cause exit clause” which allows operators to terminate the agreement with a 60 or 90-day notice.
Some contracts will limit the timeframe that a MDA can be audited. It’s important that you maintain the right to audit cost and obtain the actual manufacturer’s paid invoice. Allowances and product discounts should be included in your price. Keep in mind that auditing line-by-line can be extremely time-consuming. A third-party firm, such as Consolidated Concepts, has the software capabilities that make this act effortless, processing and organizing the needed data to accomplish an expert audit readily in real-time.
The bigger a load, the better pricing a distributor can normally
provide. Make sure that your MDA contains this type of agreement. In essence,
it states that as drop sizes increase, your product mark-up decreases. To take
advantage of this, consider increasing your size while decreasing your
frequency of deliveries with certain types of products.
When assessing your MDA, check that it allows you to release
data to a third party or Group Purchasing Organization. GPOs give restaurants
the combined purchasing power of all of their members and can reduce restaurant
costs by up to 30 percent. Dining Alliance is the largest GPO in the industry with a purchasing power of
over $10 billion. They also offer a broadline program that includes fixed
mark-ups, electronic weekly auditing, and over 350 manufacturer deviations and
According to Barry Friends, a food industry
consultant who spent over 20 years as an executive at three of the top five
U.S. foodservice distributors, one of the biggest challenges facing restaurants
in relation to MDAs is the lack of supply chain personnel as well as the disruption
that can occur when sourcing food and operating supplies from just one
broadline distributor. As he describes it, “No matter how much you (the
operator) know, the distributors know more; they have all the power, and they
are excellent at making their customers feel like they have a great deal.” This
“great deal” may be far less than what they can actually offer. While costs are
driven by the market, there are options that can be included in a MDA that can
help reduce price volatility. What is the distributor’s base price, margin, and
backend markup and service costs?
Leveraging an organization that works with hundreds of distributors
across the nation, including specialized and smaller organizations, allows
experts in the field to compare distribution agreements—an ability that makes a
tremendous difference when optimizing a MDA.
As is evident, it takes years of experience in the procurement
field to be able to address these types of issues with confidence. Consolidated
Concepts helps restaurants by leveraging their expertise in supply chain
management, operations, distribution, product management, and spend management,
ultimately reducing costs while improving quality. As your business grows so too
does the ability to negotiate better pricing. Remaining vigilant when it comes
to the agreement with your broadline distributor can dramatically affect
Today’s regional and national restaurant and
foodservice chains are confronted by a surplus of business and organizational
challenges, but none as critical as the direct and indirect impact of
purchasing and supply management.
With over 30% of revenues being spent on food
supply, restaurant operators are increasing focus and resources on developing
more operational and cost-effective ways of purchasing, procuring and managing
supply. This trend is the logical outcome of increased managerial concern to
meet specific supply objectives of quality, quantity, delivery, price, service,
and competitive improvement.
What’s more, negotiations with distributors is
receiving increasing emphasis as opposed to competitive bidding, and
longer-term contracts or master distribution agreements are replacing
short-term buying techniques, placing special emphasis on strategies that
ensure short- and long-term value for funds spent.
In an interview with Barry Friends of
Technomic, a research and consulting firm servicing the food and foodservice
industry, Barry describes the challenges concerning restaurant and foodservice
operators, while providing solutions for managing master distribution
agreements. Barry spent 24 years in executive leadership roles with three of
the top five U.S. foodservice distributors — Sysco, US Foods, and Reinhart —
making him uniquely qualified to share his insight on the complex issues
associated with distributors and distribution agreements.
Q: What are the biggest challenges facing regional and
national restaurant and food service chains when it comes to supply
Regional and national chains are flooded with
distribution related problems. The nature of their problems and challenges vary
wildly on their scale, maturity and business model. Most chains are growing,
and their problems are growth related — resources — operations — capital. In
most cases, growing chains don’t have supply chain resources, they don’t have a
supply chain person (department), and if they do it’s cobbled together or it’s
a shared role between purchasing and operations.
Consequently, there aren’t a lot of
distributors to choose from that can do a great job for growing chains across a
large geography. Depending on scale and density, most chains are stuck dealing
with broadline distributors — a single window approach for sourcing all food
and operating supplies.
However, the most critical issues that supply
chains manage is disruption. Bottom line, in order to manage risk and avoid
stoppage, the operator surrenders quality, quantity, delivery, price, and
service to the distributor, subordinate to the broadliner’s capabilities,
transparency, and responsiveness to fluctuating markets.
Moreover, Barry points out that the biggest
challenge regarding the operator distributor relationship is that operators
“don’t know what they don’t know.”
Barry explains that when “RFPing your
business, you will get a number of offers, and you can choose the best one, but
no matter how much you (the operator) know, the distributors know more; they
have all the power, and they (the distributors) are excellent at making their
customers feel like they have a great deal when that it not be the best they
Q: What factors influence distributor costs?
There are many factors that influence
distributor rates, but in most cases operators are not prepared to nor do they
have the resources to analyze these influences.
To be clear, distributors do not raise costs,
manufactures do. In general terms, costs are driven by the markets. For
example, produce costs change daily while meat costs change weekly. Most
distributors spreadsheet your supply by category and contract a fixed percent
markup on top of their cost.
There are things that can be built into a
distribution agreement to help smooth out price volatility, but costs are
mainly controlled by the market. Once an operator comes to terms with a
distributor, the distributor’s primary focus becomes delivering the service end
of the agreement.
Q: When does it become ideal for a chain to start thinking about doing a
master distribution agreement?
In short, you should do a distributor
agreement as soon as possible.Basically, the moment an account is big enough to
command the attention of multiple distributors, is the ideal time to start
negotiating a master distribution agreement.
The rule of thumb is if a restaurant or food
service chain has a regional and/or national presence, it should be behaving
like a chain with regional and/or national authority. The chain should be
buying at the very least on an honorable cost plus percent markup agreement,
and it should be negotiating special pricing on it’s most important value added
items, for example french fries, hamburgers and butter.
As a unit of measure, most of large
broadliners like Sysco consider a 5 unit chain and above a “chain account.”
Q: How does an operator analyze whether they are getting a good deal?
Unfortunately, operators really can’t.
Even after operators get their 2 to 3
proposals, at the end of the day, there’s still a margin, and a backend markup
that the chains are not privy to. What is the base price? What are the attached
backend service costs, and how do you (the operator) analyze and compare? Aside
from asking distributors how they make money, the operator is ill prepared and
ill equipped to answer these questions.
The best way to know whether you are getting a
good deal or not is to leverage the expertise, technology and buying power of
Consolidated Concepts — the leading
purchasing partner in the US for restaurants
and food service organizations. They work with hundreds of chains which allows
them to benchmark and compare one distribution agreement with another.
Q: What’s the difference between a fee per case and percent markup?
Either one is fine. Generally speaking, the
distributor will like the percent markup better, and as the product inflates,
the distributor’s profit increases. It prevents them from coming back to the operator
and saying they need a rate increase because their percent markup will float in
respect to inflation.
Commonly, the higher the price volatility, the
riskier the security. For example, 15% markup on produce during a tomato
shortage can raise the price per case from $25 to
$50. However, either option is still better
than autonomous pricing from the DSR (Distributor Sales Representatives).
All in all, it comes down to what the
distributor is willing to offer and what you are able to do to rationalize that
Q: What factors should an operator consider when terminating a 3 to 5 year
Even if the broadliner agreement is sound and
the service level is excellent, a chain experiencing significant growth should
be checking the validity and currency of their agreement with some regularity.
MDA’s have something called an “exit clause,” or common language that says with
60 or 90 day notice, for no cause, the operator can terminate the agreement.
For instance, a 25 unit chain on a 5 year MDA
has grown to 50 units in the last 2 to 3 years and has doubled their purchase
volume or added a third purchasing volume under their broadliner. In this case,
there is no clause that forbids the chain from shopping their current MDA; in
fact, Consolidated Concepts highly recommends shopping for new pricing with an
agreement currently in place.
Q: What common triggers cause an operator to renegotiate their distribution
agreement? What sets them off?
There are many triggers that start the
distribution agreement negotiation process. Usually this is triggered by
something that causes the operator to lose trust in their incumbent
distributor. It could be a matter of price or it could be how the distributor
Another factor that compels renegotiation is
the chains own external state of affairs. Unfortunately, sometimes the problems
associated with growing pains transfer to blame on current purchasing
A great example is a 260 unit chain
experiencing the pain associated with declining revenues, despite years of
loyalty to their distributors, they were urged to turn to Consolidated Concepts
for a more innovative solution to reducing purchase spend.
Q: What is compliance and why is it important?
Compliance is designed to add strength to the
agreement by assuring that both distributors and customers are adhering to the
agreement. For example, if a customer doesn’t pay on time, or is not purchasing
at the frequency or volume described by the key performance indicators in the
agreement, the distributor has the right to call that customer to the carpet.
In other cases, a red flag may be raised
against a distributor who doesn’t call out a customer who is not in compliance
with their key performance indicators. For instance, a distributor accepting
100 cases when 150 cases are in the agreement is an indicator that the
distributor figured out how to profitize that business to their satisfaction
without the 150 cases. This can be a sign that the operator is paying for
something they may not be aware of and did not agree on. This is why compliance
is important for both sides.
Q: What qualifies a chain to ask for additional incentives?
The number one thing that qualifies a chain to
ask for incentives or an improved deal is when a chain starts consistently out
performing or overachieving the parameters of their agreement.
An good example of a chain that deserves a
better deal is a 10 unit chain (paying cost plus 2 dollars and 40 cents a case
with a requirement of 80 cases minimum order and 4 million dollars worth of
supply per year) that grows to 15 units (paying 7.5 million dollars a year and
124 cases per order during the term of their agreement. In this case, the operator should reach out
to the distributor to negotiate better pricing.
At the end of the day, the
distributor will be competitive in situations that make sense. It’s your job as
the operator to get the distributor to think of you as a 15-unit chain with 7.5
million dollars in business. They won your business once; make them win it
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Most operators who have scaled up to multiple locations have found the benefit of pursuing a Master Distribution Agreement, or MDA, with their main broadline or grocery distributor. This vital contract offers operators the opportunity to lock in pricing terms on their order guide items, and avoid drastic swings in costs and terms from their primary distributors. [Read More] via QSR