{"id":519,"date":"2024-11-19T14:25:57","date_gmt":"2024-11-19T14:25:57","guid":{"rendered":"https:\/\/azzi-legal.com\/?page_id=519"},"modified":"2025-01-07T21:25:14","modified_gmt":"2025-01-07T21:25:14","slug":"distribution-law","status":"publish","type":"page","link":"https:\/\/azzi-legal.com\/en\/our-expertise\/distribution-law\/","title":{"rendered":"Distribution law"},"content":{"rendered":"
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Distribution law<\/h1>\t\t\t\t<\/div>\n\t\t\t\t<\/div>\n\t\t
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The firm can help you with all aspects of distribution law, from structuring and securing your distribution network to drafting contracts and managing disputes arising from their implementation. With its in-depth expertise, the firm is committed to protecting your interests while promoting the durability and development of your commercial relationships.<\/p>\t\t\t\t\t\t\t\t<\/div>\n\t\t\t\t<\/div>\n\t\t\t\t

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Franchise network <\/div><\/span>\n\t\t\t\t\t\t\t\n\t\t\t<\/path><\/svg><\/span>\n\t\t\t<\/path><\/svg><\/span>\n\t\t<\/span>\n\n\t\t\t\t\t\t<\/summary>\n\t\t\t\t
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Launching a business requires building a concept, creating a brand, a logo, know-how, a reputation and many other ingredients necessary for success.<\/p>

To make it easier to launch a business, some entrepreneurs choose to join a franchise network, which will offer them a recognised, well-established brand and know-how.<\/p>

The entrepreneur will then have to comply with certain obligations imposed by the network head, in particular to ensure the uniformity of all shops franchised under this brand.<\/p>

However, joining a franchise network requires special precautions to be taken, especially as joining the network often involves a substantial initial investment, particularly to finance works and\/or the purchase of stock. The involvement of a lawyer from the outset of the project is vital to avoid any difficulties in executing the contract. In the event of a dispute leading to the termination of the franchise contract, the lawyer will take the necessary steps to ensure that the entrepreneur recovers the amount of his investment and is compensated for the financial losses incurred.<\/p>

On the franchisor's side, the task is equally delicate. Building a franchise network requires consulting a lawyer to ensure that the network can withstand any disputes and that the contracts comply strictly with the public policy provisions of French law. Once the network has been set up, the ongoing assistance of a lawyer should enable you to anticipate the risks of disputes with franchisees and thus protect your network.<\/p>\t\t\t\t\t\t\t\t<\/div>\n\t\t\t\t<\/div>\n\t\t\t\t

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Selective distribution network <\/div><\/span>\n\t\t\t\t\t\t\t\n\t\t\t<\/path><\/svg><\/span>\n\t\t\t<\/path><\/svg><\/span>\n\t\t<\/span>\n\n\t\t\t\t\t\t<\/summary>\n\t\t\t\t
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The selective distribution network enables the supplier of a product or service to ensure that it will be marketed by distributors who meet certain selection criteria.<\/p>

The purpose of these selection criteria may be, for example, to offer consumers a specific advice service (particularly for highly technical products), or to preserve the luxury image of the product or service.<\/p>

The supplier (network promoter) will then be able to refuse to sell its products to distributors who do not meet the required criteria.<\/p>

However, the establishment of a selective distribution network is strictly regulated by competition law (in particular Regulation 2022\/720), which imposes certain conditions to avoid any anti-competitive effect on the market. Suppliers with market shares in excess of 30% will also have to apply for an individual exemption on the basis of Article 101\u00a73 TFEU.\u00a0<\/p>

The lawyer can advise the supplier on setting up its network and, depending on the characteristics of its product or service, can also direct it towards another type of network better suited to the objectives pursued.<\/p>

The lawyer must also enable him to protect his network, in particular by intervening in potential parallel sales made by distributors not integrated into the network.<\/p>

The lawyer also assists distributors, who may be the victims of a refusal by the supplier to grant approval that they consider unjustified or discriminatory, or who may encounter problems during the performance of the contract, linked to unfair competition, a ban on online sales or a breach of contract.<\/p>\t\t\t\t\t\t\t\t<\/div>\n\t\t\t\t<\/div>\n\t\t\t\t

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Commercial agent contract <\/div><\/span>\n\t\t\t\t\t\t\t\n\t\t\t<\/path><\/svg><\/span>\n\t\t\t<\/path><\/svg><\/span>\n\t\t<\/span>\n\n\t\t\t\t\t\t<\/summary>\n\t\t\t\t
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The role of a commercial agent is to negotiate, and possibly sell, products or services in the name and on behalf of another company, on a permanent and independent basis.<\/p>

The sales agent appointed in this way receives a commission on each sale made as a result of his work.<\/p>

He may also receive commissions for sales made without his intervention, provided that they are made in the territory allocated to him under the contract (indirect commissions), or for sales made shortly after the termination of his mandate (sample return commissions).<\/p>

Working as a commercial agent can give rise to a number of legal problems.<\/p>

In addition to problems relating to the 'classification' of the contract - the commercial agent contract may be reclassified as an employment contract if the agent's independence requirements are not met - the performance of the commercial agent contract may give rise to difficulties relating to the payment of commission, compliance with the territorial exclusivity granted, compliance with the exclusivity and non-competition clauses, and the payment of termination indemnities.<\/p>

Lawyers should pay particular attention to the content of the contract, which may have a significant impact on the agent's rights. Although French law contains a number of provisions that are favourable to commercial agents, some of which are of public policy, several of these provisions can be set aside by contractual clauses.<\/p>

The lawyer must also advise the parties if they wish to terminate the contract, as the conditions of termination have important consequences for the payment of the termination indemnity.<\/p>\t\t\t\t\t\t\t\t<\/div>\n\t\t\t\t<\/div>\n\t\t\t\t

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Exclusive concession contract <\/div><\/span>\n\t\t\t\t\t\t\t\n\t\t\t<\/path><\/svg><\/span>\n\t\t\t<\/path><\/svg><\/span>\n\t\t<\/span>\n\n\t\t\t\t\t\t<\/summary>\n\t\t\t\t
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An exclusive concession contract is a distribution contract under which a supplier (the licensor) grants a distributor (the dealer) the exclusive right to resell its branded products in a given territory, while the dealer undertakes to obtain supplies exclusively from the licensor. There is thus a double exclusivity.<\/p>

This contract is used exclusively for the distribution of products, and not for the provision of services. It is common in certain distribution sectors, particularly the vehicle trade.<\/p>

The exclusive concession contract must be concluded before the 1st<\/sup>\u00a0March of each year. It may also be concluded within two months of the start of the marketing cycle for the product covered by the agreement between the supplier and the distributor.<\/p>

The exclusive concession contract is very common in certain sectors (particularly vehicle sales) but is not always ideal depending on the objective pursued by the supplier, which the lawyer could redirect towards a brand licensing contract, or the creation of a franchise or selective distribution network.<\/p>

Furthermore, French law does not specifically govern exclusive concession contracts, which must therefore be carefully drafted by the parties to define their mutual rights and obligations. At the very least, the lawyer drafting an exclusive concession contract should define the following points:<\/p>