COMMERCIAL AGENCY - COMMISSION AGENCY - EXCLUSIVE PURCHASE
SELECTIVE DISTRIBUTION - EXCLUSIVE DISTRIBUTION - FRANCHISE

Direct access to Sale and Purchase, Commented Agreements
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DISTRIBUTION AGREEMENTS

In French and English languages, on internet support - Content of each agreement :
Overview - Comments, clauses and variations - Checklist - Incidental documents - Texts - Bibliography
By Didier FERRIER, Professeur à la Faculté de droit et Science politique de Montpellier (France)

WHAT AGREEMENT TO CHOOSE?

- Commercial Agency Agreement
- Commission Agency Agreement
- Exclusive Purchasing Agreement
- Selective Distribution Agreement
- Exclusive Distribution Agreement
- Franchise Agreement

CONTENTS OF THE WORK DEALING WITH THE 6 AGREEMENTS

  1. Overview
  2. Commercial Agency
  3. Commission Agency
  4. Exclusive Purchasing
  5. Selective Distribution
  6. Exclusive Distribution
  7. Franchise
  8. Formalies
  9. Incidental Documents
  10. Texts
  11. Bibliography
  12. Checklist

CONTENTS OF WORK BY AGREEMENT

  1. Overview
  2. Comments relating to each agreement
  3. The agreement (clauses and variations)
  4. Incidental Documents
  5. Texts
  6. Bibliography
  7. Checklist

SOME EU TEXTS

Regulation (EC) No 593/2008 of the European Parliament and of the Council of 17 June 2008 on the law applicable to contractual obligations (Rome I) (32008R0593).
Commission Regulation (EU) No 330/2010 on the application of Article 101(3) of the Treaty on the Functioning of the European Union to categories of vertical agreements and concerted practices.
Commission Regulation (EU) No 461/2010 of 27 May 2010 on the application of Article 101(3) of the Treaty on the Functioning of the European Union to categories of vertical agreements and concerted practices in the motor vehicle sector.
2010/C 130/01 - Guidelines on Vertical Restraints.
Green paper from the Commission (COM(2010)348 final) on policy options for progress towards a European Contract Law for consumers and businesses
Glossary of terms used in EU competition policy - Antitrust and control of concentrations.

TERMINOLOGY

Competiton : Antitrust and control of concentrations. (fr/en/es)

DETAILED CONTENT

A Supplier may entrust the distribution of its products to an Agent in the context of a Commercial Agency or a Commission Agency Agreement. It may also set up a preferential relationship with a Reseller by means of an Exclusive Purchasing Agreement, a Selective Distribution Agreement, an Exclusive Distribution Agreement or a Franchise Agreement.

Overview ( Contents + )



Incidental Documents ( Contents + )



Commercial Agency ( Contents + )



A representative may be required to intervene as Agent for and on behalf of a Supplier. The contract then usually takes the form of a Sales Agency Agreement. The Supplier has total control over sales and establishes, by means of the Agent, direct relations with resellers or the end client, which becomes its client. The Agent benefits from protective provisos during the course of the contract execution and on termination.

Commission Agency ( Contents + )



A representative may be required to intervene as a Commission Agent. It shall then act in its own name but on behalf of the Supplier-Principal. The relations between the Principal and the Commission Agent are usually unknown by the end clients. The Commission Agent is deemed to be a trader selling the Principal’s products. The Principal controls the sales terms, but does not establish any relations with the end client who remains the Commission Agent’s client.

Exclusive Purchase ( Contents + )



Managing the relationship between a Supplier and a Distributor may be effected by the formula of an Exclusive Supply Agreement (or: Exclusive Purchasing Agreement): the reseller undertakes to purchase solely, or almost exclusively the products from the Supplier to the exclusion of competing products. In return, the Supplier provides certain economic advantages that non-exclusive purchasers do not have. The contract sets the terms under which further sales-purchases shall take place. This kind of arrangement allows a Supplier to set up a stream of business that ensures an outlet for its products.

Selective Distribution ( Contents + )



A Supplier may control the terms of resale for its products (after sales services, warranty, consulting, etc.) thanks to Selective Distribution, so that their quality and reputation is preserved. The Supplier selects the resellers that seem to it to be suitable to market its products, that suitability being assessed based on objective criteria (skills, facilities, etc.) and sometimes quantitative criteria also (limited number of distributors because of catchment areas or production capacities), and any distributor that does not meet those criteria will not be supplied. A selected reseller must undertake in return to comply with the quality demands for the sale of the products that are set by the Supplier.

Exclusive Distribution ( Contents + )



A Supplier-Principal may entrust a Distributor-Concessionaire with a territory where no other distributor shall be supplied. In return the Concessionaire undertakes not only to comply with the quality requirements for marketing the products set by the Supplier but also to market the Supplier’s products only, or at the least, to market set quantities of those products.

Franchise ( Contents + )



A distributor or a Supplier who has know-how in the marketing of products may propose to Distributors that they apply that know-how by marketing the same products under the same terms and using the same brand, to experience the same marketing success as they do, in accordance with a Sales Franchise Agreement (or: Franchise Agreement).