Whether a distribution agreement effectively restricts competition and whether, in this case, cartels predominate often depends on the structure of the market. This in principle requires an individual assessment in each case. However, under EU competition rules, most distribution agreements are granted by a waiver for vertical agreements (often referred to as „vertical class exemption“) which creates a general presumption of the legality of vertical agreements, provided that the market share held by the supplier is less than 30% and that the agreements do not contain specific specific restrictions. How can a supplier protect its intellectual property from violations by its distributors and third parties? Are technology transfer agreements common? If there is no written distribution agreement, but the agreement is subject to the seller`s conditions for the delivery of goods, a termination clause should be verified. If it is a trap, the seller may, subject to this clause and by the necessary notification, terminate the contract. If the terms and conditions do not contain a termination clause, it means that each order is simply subject to the terms and conditions of sale. Sellers often do not have written distribution agreements, but it is dictated by the seller`s conditions for the delivery of goods. Greenaway Scott is considering how to terminate a sales contract subject to the seller`s terms and conditions under UK law. Under the Rome Convention, the treaty will be subject without consent to the law of the country with which it is most closely bound. It is presumed that this is the country in which the party to fulfil the main obligations of the contract is generally established. Their main task will be to market the goods on their territory. You should also have clauses in your distribution agreement requiring the distributor to do so: are there laws that require distribution agreements or intellectual property licensing agreements to be registered with a government authority or approved by a government authority? – The conditions that the supplier and distributor can terminate the agreement and what is their maximum responsibility for the contract.
– The laws and regulations that govern the contract. It should be noted that cross-border distribution networks increase the risk, because in the event of a dispute (for example. B if the party is not able to make a payment to the other party abroad), it would be much more difficult to impose payment abroad. Confidentiality clauses in distribution agreements are common and can normally be enforced. However, it is useful to limit these clauses to what is reasonably necessary to protect confidential information, taking into account the geographical scope and scope of the distribution agreement and the duration of the distribution agreement. Depending on their wording, confidentiality rules may restrict competition, unlike Article 101, paragraph 1, of the Treaty on the Functioning of the European Union (TFUE) or Chapter 1 of the Competition Act 1998.