Commercial Agency and Distribution Agreements

Name: Commercial Agency and Distribution Agreements | Law and Practice in the Member States of the European nion
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Law and Practice in the Member States of the European nion

Geert Bogaert(Herausgeber*in)

Kluwer Law International (Verlag)

3. Auflage

Erschienen am 1. August 2000

770 Seiten

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Inhalt

Cover
Half Title Page
Title Page
Copyright Page
Table of Contents
ABOUT AIJA
OFFICERS OF AIJA
A WORD FROM THE PUBLICATIONS COMMITTEE
PREFACE
List of Contributors
PART I EC Law and Jurisprudence
DISTRIBUTION AND COMMERCIAL AGENCY AND EC LAW
1. GENERAL INTRODUCTION TO EUROPEAN COMPETITION LAW
2. ARTICLE 81 EC
2.1 Introduction
2.2 The Definition of an Undertaking
2.3 Agreements Within the Meaning of Article 81(1) EC
2.4 Restriction of Competition Within the Meaning of Article 81(1) EC
2.4.1 General remarks
2.4.2 Rule of reason
2.5 Influence on Trade Between Member States
2.6 Appreciability
3. APPLICATION OF ARTICLE 81(3) EC
3.1 General Remarks
3.2 Block Exemptions
4. ENFORCEMENT OF EUROPEAN COMPETITION LAW
4.1 Direct Effect
4.2 Regulation 17
4.3 Opposition Procedure
4.4 Investigations
4.5 Fines
4.6 Interim Measures
4.7 Final Remark
5. COMPETITION LAW: APPLICATION OF ARTICLE 81 EC TO COMMERCIAL AGENCY AGREEMENTS
6. DIRECTIVE 86/653/EEC RELATING TO SELFEMPLOYED COMMERCIAL AGENTS
6.1 Definition
6.2 Conclusion of the Contract
6.3 The Principal's Duties and Rights
6.3.1 The principal's duties
6.3.1.1 Commission
6.3.1.2 Information
6.3.2 The principal's rights
6.4 The Commercial Agent's Duties and Rights
6.4.1 The commercial agent's duties
6.4.2 The commercial agent's rights
6.5 Liabilities of Principal and Agent During the Term of the Agency
6.6 Term and Termination
6.6.1 Term
6.6.2 Termination
6.7 Indemnity and Compensation for Damages
6.7.1 Indemnity
6.7.2 Compensation for damages
7. DISTRIBUTION AGREEMENTS
7.1 Exclusive Distribution (Regulation 1983/83)
7.1.1 Definition and preliminary remarks
7.1.2 Conclusion of the contract
7.1.3 The supplier's duties and rights
7.1.3.1 The supplier's duties
7.1.3.2 The supplier's rights
7.1.4 The distributor's duties and rights
7.1.4.1 The distributor's duties
7.1.4.2 The distributor's rights
7.1.5 Liabilities
7.1.6 Term and termination
7.2 Exclusive Purchasing (Regulation 1984/83)
7.2.1 Definition and preliminary remarks
7.2.2 Conclusion of the contract
7.2.3 The supplier's duties and rights
7.2.3.1 The supplier's duties
7.2.3.2 The supplier's rights
7.2.4 The distributor's duties and rights
7.2.4.1 The distributor's duties
7.2.4.2 The distributor's rights
7.2.5 Liabilities
7.2.6 Term and termination
7.3 Beer Supply Agreements (Regulation 1984/83)
7.3.1 Definition
7.3.2 Conclusion of the contract
7.3.3 The supplier's duties and rights
7.3.4 The distributor's duties and rights
7.3.4.1 The distributor's duties
7.3.4.2 The distributor's rights
7.3.5 Liabilities
7.3.6 Term and termination
7.4 Service Station Agreements (Regulation 1984/83)
7.4.1 Definition
7.4.2 Conclusion of the contract
7.4.3 The supplier's duties and rights
7.4.4 The distributor's duties and rights
7.4.4.1 The distributor's duties
7.4.4.2 The distributor's rights
7.4.5 Liability
7.4.6 Term and termination
8. SELECTIVE DISTRIBUTION
8.1 General Principles of Selective Distribution
8.1.1 Preliminary remarks
8.1.2 Conclusion of the contract
8.1.3 The supplier's duties and rights
8.1.4 The distributor's duties and rights
8.1.4.1 The distributor's duties
8.1.4.2 The distributor's rights
8.1.5 Liability
8.1.6 Term and termination
8.2 Motor Vehicle Distribution and Servicing Agreements(Regulation 1475/95)
8.2.1 Definition and preliminary remarks
8.2.2 Conclusion of the contract
8.2.3 The supplier's duties and rights
8.2.4 The distributor's rights and duties
8.2.5 Liability
8.2.6 Term and termination
9. FRANCHISE AGREEMENTS (REGULATION 4087/88)
9.1 Definition and Preliminary Remarks
9.2 Conclusion of the Contract
9.3 The Franchisor's Duties and Rights
9.4 The Franchisee's Duties and Rights
9.4.1 The franchisee's duties
9.4.2 The franchisee's rights
9.5 Liability
9.6 Term and Termination
PART II National Rules and the Application of EC Law
AUSTRIA
1. COMMERCIAL AGENCY
1.1 Definition of Various Types of Agencies and Intermediaries
1.1.1 Independent
1.1.2 Employed
1.2 Conclusion of the Contract (Special Conditions)
1.3 The Principal's Duties and Rights
1.3.1 The principal's duties
1.3.1.1 General duty to render support
1.3.1.2 Making material available
1.3.1.3 Providing information
1.3.1.4 Commission
1.3.1.5 Supply of written statements
1.3.2 The principal's rights
1.4 The Commercial Agent's Duties and Rights
1.4.1 The commercial agent's duties
1.4.1.1 General duties
1.4.1.2 Del credere
1.4.1.3 Non-competition
1.4.1.4 Secrecy
1.4.1.5 Duty to comply with instructions
1.4.2 The agent's rights
1.5 Liabilities of Principal and Agent During the Term of the Agency Contract
1.5.1 The principal as against the agent
1.5.2 The principal as against third parties
1.5.3 The agent as against the principal
1.5.4 The agent as against third parties
1.6 Term and Termination
1.6.1 Term of the contract
1.6.2 Termination
1.7 Indemnity
1.7.1 Indemnity for goodwill and/or clientele
1.7.2 Compensation for damages
1.8 Applicable Law and Jurisdiction
1.8.1 Mandatory provisions under Austrian law
1.8.2 Applicable Law
1.8.3 Jurisdiction
2. DISTRIBUTION AGREEMENTS
2.1 Distribution
2.1.1 Definition
2.1.1.1 Exclusive/non-exclusive distribution
exclusive purchasing
2.1.2 Conclusion of the contract (special conditions)
2.1.3 The supplier's duties and rights
2.1.3.1 The supplier's duties
2.1.3.2 The supplier's rights
2.1.4 The distributor's rights and duties
2.1.4.1 The distributor's duties
2.1.4.2 The distributor's rights
2.1.5 Liabilities of supplier and distributor during the term of the distribution agreement
2.1.5.1 The supplier as against third parties
2.1.5.2 The distributor as against the supplier
2.1.5.3 The distributor as against third parties
2.1.6 Term and termination
2.1.6.1 Term
2.1.6.2 Termination
2.1.7 Indemnity
2.1.8 Specific application of EC Law
2.1.8.1 Applicable law and jurisdiction
2.2 Selective Distribution Systems
3. FRANCHISE AGREEMENTS
3.1 Definition
3.1.1 Characteristics
3.2 Conclusion of a Contract (Special Conditions)
3.3 The Franchisor's Duties and Rights
3.4 The Franchisee's Duties and Rights
3.5 Liabilities of Franchisor and Franchisee During the Term of the Franchise Agreement
3.5.1 The franchisor as against the franchisee
3.5.1.1 Pre-contractual
3.5.1.2 Contractual
3.5.2 The franchisor as against third parties
3.5.3 The franchisee as against the franchisor
3.5.4 The franchisee as against third parties
3.6 Term and Termination
3.6.1 Term
3.6.2 Termination
3.7 Indemnity
3.8 Specific Application of EC Law
3.8.1 Applicable law and jurisdiction
BIBLIOGRAPHY
BELGIUM
1. COMMERCIAL AGENCY
1.1 Definition of Various Types of Agencies and Intermediaries
1.1.1 Independent
1.1.1.1 Introduction
1.1.1.2 The legal presumption
1.1.1.3 The commercial agent
1.1.2 The commercial representative
1.1.2.1 A 'physical person'
1.1.2.2 Contacting and visiting clients
1.1.2.3 With a view to negotiating or transacting business
1.1.2.4 Under the authority
1.1.2.5 For the account of and in the name of one or more principals
1.1.3 Others
1.1.3.1 The commission agent
1.1.3.2 The 'mandatory'
1.1.3.3 Work by contract
1.1.3.4 The broker
1.1.3.5 Distribution
1.2 Conclusion of the Contract (Special Conditions)
1.3 The Principal's Duties and Rights
1.3.1 The principal's duties
1.3.2 Commission
1.4 The Commercial Agent's Duties and Rights
1.4.1 Del credere
1.4.2 Non-competition
1.4.3 Other duties and rights
1.4.3.1 Duties
1.4.3.2 Rights
1.5 Liabilities of the Principal and Agent During the Term of the Agency
1.5.1 The principal as against the agent
1.5.2 The principal as against third parties
1.5.3 The agent as against the principal
1.5.4 The agent as against third parties
1.6 Term and Termination
1.6.1 Term
1.6.2 Termination
1.7 Indemnity
1.8 Applicable Law and Jurisdiction
2. DISTRIBUTORSHIP AGREEMENTS
2.1 Distribution
2.1.1 Definition
2.1.2.1 Exclusive distributorship
2.1.2.2 Nearly exclusive distributorships in which the distributor sells almost all of the contractual product
2.1.2.3 Distributorships implying onerous obligations from which the distributor would suffer damage in the event of the termination of the distributorship
2.1.1.1 An agreement
2.1.1.2 By which the manufacturer or distributor grants the right to sell the products he manufactured or distributed by himself
2.1.1.3 To one or several distributors
2.1.1.4 In his own name and for his own account
2.1.2 Exclusive/non-exclusive purchasing
2.1.3 Conclusion of the contract (special conditions)
2.1.4 The supplier's duties and rights
2.1.4.1 The supplier's duties
2.1.4.2 The supplier's rights
2.1.5 The distributor's duties and rights
2.1.5.1 The distributor's duties
2.1.5.2 The distributor's rights
2.1.6 Liabilities of supplier and distributor during the term of the distributor agreement
2.1.6.1 The supplier as against the distributor
2.1.6.2 The supplier as against third parties
2.1.6.3 The distributor as against the supplier
2.1.6.4 The distributor as against third parties
2.1.7 Term and termination
2.1.7.1 Term: distributorship agreements of limited duration
2.1.7.2 Termination
2.1.8 Indemnity
2.1.8.1 Compensatory indemnities
2.1.8.2 Supplementary indemnity
2.1.9 Specific application of EC law
2.1.9.1 Applicable law and competency
2.1.10 Legislation
2.2 Selective Distribution
2.2.1 Definition
2.2.2 Conclusion of the contract (special conditions)
2.2.3 The supplier's duties and rights
2.2.4 The distributor's duties and rights
2.2.5 Liabilities of supplier and distributor during the term of the distributorship agreement
2.2.6 Term and termination
2.2.7 Indemnity
2.2.8 Specific application of EC law
3. FRANCHISE AGREEMENTS
3.1 Definition
3.1.1 Characteristics
3.1.1.1 Independence
3.1.1.2 Collaboration
3.1.1.3 Reputation
3.1.1.4 Intuitu personae
3.1.1.5 Licence
3.2 Conclusion of a Contract
3.3 The Franchisor's Duties and Rights
3.3.1 Franchisor's duties
3.3.1.1 Licensing of image
3.3.1.2 Transfer of commercial goodwill
3.3.1.3 Service and assistance
3.3.1.4 Advertising
3.3.1.5 Training of the franchisee
3.3.1.6 Information
3.3.1.7 Supply
3.3.2 Franchisor's rights
3.3.2.1 Control
3.3.2.2 Property rights
3.3.2.3 Non-competition and secrecy
3.4 The Franchisee's Duties and Rights
3.4.1 Franchisee's duties
3.4.2 Franchisee's rights
3.5 Liabilities of Franchisor and Franchisee During the Term of the Franchise Agreement
3.5.1 Pre-contractual liability between franchisor and franchisee
3.5.1.1 Pre-contractual liability of the franchisor
3.5.1.2 Pre-contractual liability of the franchisee
3.5.2 Contractual liability for breach of the franchise agreement
3.5.3 Product liability
3.5.3.1 General rules of contract
3.5.3.2 Tortious liability
3.5.3.3 Law on product liability for defective products
3.5.4 Disclaimer clause
3.6 Term and Termination
3.6.1 Term
3.6.2 Termination
3.7 Consequences of Termination
3.7.1 Compensation
3.7.2 Return of materials
3.7.3 Non-competition
3.7.4 Secrecy clause
3.8 Specific Application of EC Law
3.9 Applicable Law and Jurisdiction
3.9.1 Applicable law
3.9.2 Jurisdiction
BIBLIOGRAPHY
DENMARK
INTRODUCTION
1. COMMERCIAL AGENCY
1.1 Definition of Various Types of Agencies and Intermediaries
1.1.1 Independent
1.1.2 Employed
1.1.3 Others
1.2 Conclusion of the Contract (Special Conditions)
1.3 The Principal's Duties and Rights
1.3.1 The principal's duties
1.3.1.1 Commission
1.3.1.2 Protection of agent, information
1.3.1.3 Written statement
1.3.2 The principal's rights
1.4 The Commercial Agent's Duties and Rights
1.4.1 The commercial agent's duties
1.4.1.1 Trustworthiness, duty to inform
1.4.1.2 Del credere
1.4.1.3 Non-competition
1.4.1.4 Secrecy
1.4.2 The commercial agent's rights
1.4.2.1 Commission
1.5 Liabilities of Principal and Agent During the Term of the Agency
1.5.1 The principal as against the agent
1.5.2 The principal as against third parties
1.5.3 The agent against the principal
1.5.4 The agent against third parties
1.6 Term and Termination
1.6.1 Term
1.6.2 Termination
1.7 Indemnity
1.7.1 Indemnity for goodwill and/or clientele
1.7.2 Compensation for damages
1.8 Specific Application of EC Law
1.8.1 Disputes
1.8.2 Jurisdiction
2. DISTRIBUTORSHIP AGREEMENTS
2.1 Distribution
2.1.1 Definition
2.1.1.1 Exclusive/non-exclusive purchasing
2.1.2 Conclusion of the contract (special conditions)
2.1.3 The supplier's duties and rights
2.1.3.1 The supplier's duties
2.1.3.2 The supplier's rights
2.1.4 The distributor's duties and rights
2.1.4.1 The distributor's duties
2.1.4.2 The distributor's rights
2.1.5 Liabilities of supplier and distributor during the term of the distributorship agreement
2.1.5.1 The supplier as against the distributor
2.1.5.2 The supplier as against third parties
2.1.5.3 The distributor as against the supplier
2.1.5.4 The distributor as against third parties
2.1.6 Term and termination
2.1.6.1 Term
2.1.6.2 Termination
2.1.7 Indemnity
2.1.8 Specific applications of EC law
2.1.8.1 Disputes
2.2 Selective Distribution
2.2.1 Definition
2.2.2 Conclusion of the contract (special conditions)
2.2.3 The supplier's duties and rights
2.2.3.1 The supplier's duties
2.2.3.2 The supplier's rights
2.2.4 The distributor's duties and rights
2.2.4.1 The distributor's duties
2.2.4.2 The distributor's rights
2.2.5 Liabilities of supplier and distributor during the term of the distributorship agreement
2.2.5.1 The supplier as against the distributor
2.2.5.2 The supplier as against third parties
2.2.5.3 The distributor as against the supplier
2.2.5.4 The distributor as against third parties
2.2.6 Term and termination
2.2.6.1 Term
2.2.6.2 Termination
2.2.7 Indemnity
2.2.8 Specific applications of EC law
2.2.8.1 Disputes
3. FRANCHISE AGREEMENTS
3.1 Definition
3.2 Conclusion of the Contract (Special Conditions)
3.3 The Supplier's Duties and Rights
3.3.1 The supplier's duties
3.3.2 The supplier's rights
3.4 The Distributor's Duties and Rights
3.4.1 The distributor's duties
3.4.2 The distributor's rights
3.5 Liabilities of Supplier and Distributor During the Term of the Distributorship Agreement
3.5.1 The supplier as against the distributor
3.5.2 The supplier as against third parties
3.5.3 The distributor as against the supplier
3.5.4 The distributor as against third parities
3.6 Term and Termination
3.6.1 Term
3.6.2 Termination
3.7 Indemnity
3.8 Specific Applications of EC Law
3.8.1 Disputes
BIBLIOGRAPHY
CASE LAW
GLOSSARY
FINLAND
INTRODUCTION
1. COMMERCIAL AGENCY
1.1 Definition of Various Types of Agencies and Intermediaries
1.2 Conclusion of the Contract
1.3 The Principal's Duties and Rights
1.3.1 The principal's duties
1.3.1.1 Commission
1.3.1.2 Maturing of the commission
1.3.1.3 The rate of commission
1.3.2 The principal's rights
1.4 The Commercial Representative's Duties and Rights
1.4.1 The commercial representative's duties
1.4.1.1 Diligence
1.4.1.2 Del credere
1.4.1.3 Non-competition
1.4.1.4 Secrecy
1.4.2 The commercial representative's rights
1.4.2.1 Information
1.4.2.2 Statement of commission
1.4.2.3 Right of retention
1.5 Liabilities of Principal and Commercial Representative During the Term of the Agency
1.5.1 The principal as against the commercial representative
1.5.2 The principal as against third parties
1.5.3 The commercial representative as against the principal
1.5.4 The commercial representative as against third parties
1.6 Term and Termination
1.6.1 Term
1.6.2 Termination
1.6.3 Cancellation of the contract
1.7 Indemnity
1.7.1 The right of the commercial representative to goodwill compensation, after the termination of the agency contract
1.8 Jurisdiction and Law
1.8.1 Applicable law
1.8.2 Competent jurisdiction
2. DISTRIBUTION
2.1 Distribution
2.1.1 Definition
2.1.2 Conclusion of the contract
2.1.3 The supplier's duties and rights
2.1.3.1 The supplier's duties
2.1.3.2 The supplier's rights
2.1.4 The distributor's duties and rights
2.1.4.1 The distributor's duties
2.1.4.2 The distributor's rights
2.1.5 Liabilities of supplier and distributor during the term of the distributorship agreement
2.1.5.1 The supplier as against the distributor
2.1.5.2 The supplier as against third parties
2.1.5.3 The distributor as against the supplier
2.1.5.4 The distributor as to third parties
2.1.6 Term and termination
2.1.6.1 Term
2.1.6.2 Termination
2.1.7 Indemnity
2.1.8 Specific applications of EC law
2.2 Selective Distribution
2.2.1 Definition
2.2.2 Conclusion of the contract
2.2.3 The supplier's duties and rights
2.2.4 The distributor's duties and rights
3. FRANCHISE AGREEMENTS
3.1 Definition
3.1.1 Characteristics
3.2 Conclusion of the Contract (Special Conditions)
3.3 The Supplier's Duties and Rights
3.4 The Distributor's Duties and Rights
3.5 Liabilities of Supplier and Distributor During the Term of the Distributorship Agreement
3.6 Term and Termination
3.7 Indemnity
3.8 Specific Application of EC Law
3.8.1 Applicable law and choice of law
BIBLIOGRAPHY
CASE LAW
FRANCE
1. COMMERCIAL AGENCY
1.1 Definition of Various Types of Agencies and Intermediaries
1.1.1 Independent and employed
1.1.1.1 Independent
1.1.1.2 Employed
1.1.2 Other agents and intermediaries
1.2 Formation of the Contract
1.2.1 Legal requirements as to the agency agreements
1.2.1.1 Scope
1.2.1.2 Derogations
1.2.1.3 Choice of law and jurisdiction
1.2.2 Specific legal requirements as to the form of the agreement
1.2.2.1 Written information
1.2.2.2 Registration
1.3 Execution of the Contract
1.3.1 The rights and obligations of the parties
1.3.1.1 The duties of the principal
1.3.1.2 The duties of the commercial agent
1.3.2 Liabilities of the principal and the agent during the term of the agency
1.3.2.1 Liabilities of the principal
1.3.2.2 Liabilities of the agent
1.4 The End of the Contract
1.4.1 Term and termination
1.4.1.1 Term
1.4.1.2 Termination
1.4.2 Consequences of the agreement
1.4.2.1 Termination payments
1.4.2.2 Application of a non-competition clause
2. EXCLUSIVE DISTRIBUTION
2.1 General Overview
2.1.1 Definition
2.1.2 Legislation
2.2 Formation of the Agreement
2.2.1 Legal pre-contractual requirements
2.2.1.1 Obligation to provide written information
2.2.1.2 Specific requirement as to the form
2.2.2 Terms of the agreement
2.2.2.1 The agreement must specify the nature and the price of the goods
2.2.2.2 The agreement must comply with the rules governing the duration of the exclusivity and competition
2.3 Execution of the Contract
2.3.1 The rights and obligations of the parties
2.3.1.1 The duties of the principal
2.3.1.2 The duties of the distributor
2.3.2 Liabilities of the principal and the distributor during the term of the distributorship agreement
2.3.2.1 Liabilities of the principal
2.3.2.2 Liabilities of the distributor
2.4 The End of the Contract
2.4.1 Termination of the agreement
2.4.1.1 Fixed-term agreements
2.4.1.2 Indefinite-term agreements
2.4.2 Consequences of termination
2.4.2.1 Indemnification
2.4.2.2 Inventory and non-competition clause
3. SELECTIVE DISTRIBUTION
3.1 Definition
3.1.1 Selective distribution based on qualitative criteria
3.1.1.1 Criteria corresponding to the necessities of an adequate distribution of the product
3.1.1.2 Quality of distributors, their staff and their facilities
3.1.2 Selective distribution based on quantitative criteria
3.1.2.1 The ban on quantitative selection and its justification
3.1.2.2 The necessity to control the development of the network
3.2 Formation of the Contract
3.3 Execution of the Contract
3.3.1 Rights and obligations of the parties
3.3.1.1 Rights and obligations of the principal
3.3.1.2 Rights and obligations of the distributor
3.3.2 Liabilities of the principal and the distributor during the term of the distributorship agreement
3.3.2.1 Liabilities of the principal
3.3.2.2 Liabilities of the distributor
3.4 The End of the Contract
3.4.1 Term and termination of the agreement
3.4.1.1 Term
3.4.1.2 Termination
3.4.2 Consequences of termination
3.5 Specific Application of EC Law
4. FRANCHISING
4.1 General Overview
4.1.1 Definition
4.1.1.1 French law
4.1.1.2 EC law
4.1.2 Various types of franchise agreements
4.1.2.1 The four principal categories of franchise
4.1.2.2 The six types of franchise agreements arising from franchise
4.2 Formation of the Contract
4.2.1 Legal pre-contractual requirements of the Loi Doubin
4.2.2 Order (arrêté) of 21 February 1991 relating to consumer information in the franchise sector
4.3 Execution of the Contract
4.3.1 The duties of the franchisor
4.3.1.1 The specific clauses of franchise agreements as to the franchisor's duties
4.3.1.2 The auxiliary clauses of franchise agreements as to the franchisor's duties
4.3.2 The duties of the franchisee
4.3.2.1 The specific clauses of franchise agreements as to the franchisee's duties
4.3.2.2 The auxiliary clauses of franchise agreements as to the distributor's duties
4.3.3 Liabilities of the franchisor and the franchisee
4.3.3.1 The franchisor's liability to the franchisee
4.3.3.2 The franchisor's liability to other members of the franchise network
4.3.3.3 The franchisor's liability to consumers
4.3.3.4 The franchisee's liability to the franchisor
4.3.3.5 The franchisee's liability to consumers
4.4 The End of the Contract
4.4.1 Term and termination
4.4.1.1 Term
4.4.1.2 Termination of the franchise agreement
4.4.2 Consequences of termination
4.4.2.1 Consequences of breach
4.4.2.2 Assignment and transfer of the franchise agreement
BIBLIOGRAPHY
GERMANY
1. COMMERCIAL AGENCY
1.1 Types of Agencies and Intermediaries
1.2 Conclusion of the Contract (Special Conditions)
1.3 The Principal's Duties and Rights
1.3.1 The principal's duties
1.3.1.1 Acceptance of orders
1.3.1.2 Support
1.3.1.3 Non-competition
1.3.1.4 Commission
1.3.2 The principal's rights
1.4 The Agent's Duties and Rights
1.4.1 The agent's duties
1.4.1.1 Representation of interests
1.4.1.2 Prices, terms and conditions
1.4.1.3 Non-competition
1.4.1.4 Secrecy
1.4.1.5 Minimum sales
1.4.2 The agent's rights
1.5 Liabilities of Principal and Agent During the Term of the Agency
1.6 Term and Termination
1.7 Indemnity
1.8 Specific Application of EC Law
1.9 Applicable law and jurisdiction
2. DISTRIBUTORSHIP AGREEMENTS
2.1 Distribution
2.1.1 Definition
2.1.2 Conclusion of the contract
2.1.3 The supplier's duties and rights
2.1.3.1 The supplier's duties
2.1.3.2 The supplier's rights
2.1.4 The distributor's duties and rights
2.1.4.1 The distributor's duties
2.1.4.2 The distributor's rights
2.1.5 Liabilities of supplier and distributor during the term of the distribution agreement
2.1.5.1 The supplier as against the distributor
2.1.5.2 The supplier as against third parties
2.1.5.3 The distributor as against the supplier
2.1.5.4 The distributor as against third parties
2.1.6 Term and termination
2.1.7 Indemnity
2.1.8 Specific application of EC law
2.1.9 Applicable law and jurisdiction
2.2 Selective Distribution
2.2.1 Definition
2.2.2 Conclusion of the contract (special conditions)
2.2.3 The supplier's duties and rights
2.2.3.1 The supplier's duties
2.2.3.2 The supplier's rights
2.2.4 The distributor's duties and rights
2.2.5 Liabilities of supplier and distributor
2.2.6 Term and termination
2.2.7 Indemnity
2.2.8 Specific application of European law
2.2.9 Applicable law and jurisdiction
3. FRANCHISE AGREEMENTS
3.1 Definition
3.1.1 Characteristics
3.2 Conclusion of the Contract (Special Conditions)
3.3 The Franchisor's Duties and Rights
3.4 The Franchisee's Duties and Rights
3.5 Liabilities of Franchisor and Franchisee During the Term of the Franchising Agreement
3.6 Term and Termination
3.7 Indemnity
3.8 Specific Application of EC Law
3.9 Applicable Law and Jurisdiction
GREECE
1. COMMERCIAL AGENCY
1.1 Definition of the Various Types of Agencies and Intermediaries
1.1.1 Commercial agents
1.1.1.1 Commercial agency agreements falling within the scope of PD 219/91
1.1.1.2 General characteristics of commercial agency agreements under Greek law
1.1.2 Others
1.1.2.1 The commission agency
1.1.2.2 The broker
1.1.2.3 The mandatory
1.1.2.4 The distributor
1.2 Conclusion of the Contract (Special Conditions)
1.2.1 Absence of particular requirements
1.2.2 Rights and obligations
1.2.3 The negotiations
1.3 The Principal's Duties and Rights
1.3.1 The principal's duties
1.3.1.1 Commission
1.3.1.2 Protection of agent, information
1.3.1.3 Supply of written statement
1.3.1.4 Obligation to cover exceptional expenses
1.4 The Commercial Agent's Duties and Rights
1.4.1 The commercial agent's duties
1.4.1.1 Trustworthiness, duty to inform
1.4.1.2 Duty to follow the principal's instructions
1.4.1.3 Duty to protect the principal's interests
1.4.1.4 Del credere
1.4.1.5 Non-competition
1.4.1.6 Secrecy
1.4.1.7 Duty to inform
1.4.1.8 Duty to account
1.5 Liabilities of Principal and Agent During the Term of the Agency
1.5.1 The principal as against the agent
1.5.1.1 Contractual liability
1.5.1.2 Pre-contractual liability
1.5.2 The principal as against third parties
1.5.2.1 Contractual liability
1.5.2.2 Liability of the principal for the fault of the agent
1.5.3 The agent as against the principal
1.5.4 The agent as against third parties
1.5.4.1 Contractual liability
1.5.4.2 Tortious liability
1.6 Term and Termination
1.6.1 Commercial agency agreements falling within the scope of PD 219/91
1.6.2 Commercial agency agreement not falling within the scope of PD 219/91
1.7 Indemnity
1.7.1 Commercial agency agreements falling within the scope of PD 219/91
1.7.2 Commercial agency agreements not falling within the scope of PD 219/91
1.8 Specific Application of EC Law
1.9 Applicable Law and Jurisdiction
1.9.1 Applicable law
1.9.2 Jurisdiction
2. DISTRIBUTORSHIP AGREEMENTS
2.1 Distribution
2.1.1 Definition
2.1.2 Conclusion of the contract
2.1.3 The supplier's duties and rights
2.1.4 The distributor's duties and rights
2.1.5 Liabilities of supplier and distributor during the term of the distributorship agreement
2.1.5.1 The supplier as against the distributor
2.1.5.2 The supplier as against third parties
2.1.5.3 The distributor as against third parties (buyers)
2.1.6 Term and termination
2.1.7 Indemnity
2.1.8 Application of Greek competition law
2.1.8.1 Free competition
2.1.8.2 Unfair competition
2.1.9 Applicable law and jurisdiction
2.2 Selective Distribution
2.2.1 Definition
2.2.2 General legal provisions
2.2.3 Application of Greek competition law
2.2.3.1 Free competition
2.2.3.2 Unfair competition
3. FRANCHISE AGREEMENTS
3.1 Definition
3.2 General legal provisions
3.3 Franchise Agreements and Competition Law
IRELAND
1. COMMERCIAL AGENCY
1.1 Definition of Various Types of Agencies and Intermediaries
1.1.1 Independent
1.1.2 Employed
1.1.3 Others
1.2 Conclusion of the Contract (Special Conditions)
1.3 The Principal's Duties and Rights
1.3.1 The principal's duties
1.3.1.1 Commission
1.3.1.2 Protection of agent, information
1.3.1.3 Supply of written statement
1.4 The Commercial Agent's Duties and Rights
1.4.1 The commercial agent's duties
1.4.1.1 Trustworthiness, duty to inform
and complete disclosure to the principal.
1.4.1.3 Non-competition
1.4.1.4 Secrecy
1.4.2 The commercial agent's rights
1.4.2.1 Commission
1.5 Liabilities of the Principal and Agent During the Term of the Agency
1.5.1 The agent as against the principal
1.5.2 Third parties as against the principal
1.5.3 The principal as against the agent
1.5.4 Third parties as against the agent
1.6 Term and Termination
1.6.1 Term
1.6.2 Termination
1.7 Specific Application of EC Law
2. DISTRIBUTORSHIP AGREEMENTS
2.1 Distribution
2.1.1 Definition
2.1.1.1 Exclusive/non-exclusive/exclusive purchasing
2.1.2 Conclusion of the contract (special conditions)
2.1.3 The supplier's duties and rights
2.1.3.1 The supplier's duties
2.1.3.2 The supplier's rights
2.1.4 The distributor's duties and rights
2.1.5 Liabilities of supplier and distributor during the term of the distributors hip agreement
2.1.5.1 The supplier as against the distributor
2.1.5.2 The supplier as against third parties
2.1.5.3 The distributor as against the supplier
2.1.5.4 The distributor as against third parties
2.1.6 Term and termination
2.1.7 Indemnity
2.1.8 Specific application of EC law
2.2 Selective Distribution
2.2.1 Definition
2.2.2 The supplier's duties
2.2.3 The distributor's duties
2.2.4 Duration and termination
3. FRANCHISE AGREEMENTS
3.1 Definition
3.2 Typical Franchisor's Duties
3.3 Typical Franchisee's Duties
3.4 Duration and Termination
3.4.1 Consequences of termination
BIBLIOGRAPHY
CASE LAW AND DECISIONS
LEGISLATION
ITALY
INTRODUCTION
1. COMMERCIAL AGENCY
1.1 Definition of Various Types of Agencies and Intermediaries
1.1.1 The 'commissionario' (commission agent)
1.1.2 The 'procacciatore d'affari' (occasional business promoter)
1.1.3 The 'mediatore' (broker)
1.1.4 The 'viaggiatore' (commercial traveller) and 'piazzista' (salesman)
1.1.5 The 'agente commerciale' (commercial agent)
1.2 Conclusion of the Contract
1.3 The Principal's Duties
1.3.1 Commission
1.3.2 Territory and exclusive right
1.3.3 Powers of representation
1.3.4 Information and assistance
1.3.5 Supply of written statement of account
1.3.6 Social security contributions
1.4 The Agent's Duties
1.4.1 To comply with the principal's reasonable instructions
1.4.2 To inform
1.4.3 Standard of diligence
1.4.4 The del credere provision
1.4.5 Non-competition obligations
1.4.6 The Roll of Agents
1.5 Liabilities of Principal and Agent During the Term of the Agency
1.6 Term and Termination
1.6.1 Term
1.6.2 Termination
1.7 Indemnity
1.7.1 Termination indemnity
1.7.2 Indemnity for goodwill and/or clientele
1.7.3 Damages
1.7.4 Indemnity to the principal
1.8 The EC Directive on Commercial Agents
1.9 Legislation
1.9.1 The Civil Code
1.9.2 The Code of Civil Procedure
1.9.3 Other laws and decrees
1.9.4 Collective bargaining agreements
2. DISTRIBUTORSHIP AGREEMENTS
2.1 Distribution
2.2 Conclusion of the Contract
2.3 The Supplier's and the Distributor's Duties and Rights
2.3.1 The distributor's duties
2.3.2 The supplier's duties
2.3.3 Exclusive selling/purchasing clauses
2.3.4 Selective distribution clauses
2.4 Liabilities of Supplier and Distributor During the Term of a Distributorship Agreement
2.4.2 The liability of the supplier as against third parties
2.4.3 The distributor as against third parties
2.5 Term and Termination
2.5.1 Term
2.5.2 Termination
2.6 Indemnity
3. FRANCHISING AGREEMENTS
3.1 Definition
3.2 Franchising and Italian Law
3.3 Conclusion of the Contract
3.4 The Franchisor's Duties
3.5 The Franchisee's Duties
3.6 Liabilities
3.7 Term and Termination
BIBLIOGRAPHY
LUXEMBOURG
1. COMMERCIAL AGENCY
1.1 Definition of Various Types of Agencies and Intermediaries
1.1.1 Independent
1.1.2 Employed
1.1.3 Others
1.2 Conclusion of the Contract (Special Conditions)
1.3 The Principal's Duties and Rights
1.3.1 The principal's duties
1.3.1.1 Commission
1.3.1.2 Protection of agent, information
1.3.1.3 Supply of written statement
1.3.2 The principal's rights
1.4 The Commercial Agent's Duties and Rights
1.4.1 The commercial agent's duties
1.4.1.1 Trustworthiness, duty to inform
1.4.1.2 Del credere
1.4.1.3 Non-competition
1.4.2 The commercial agent's rights
1.4.2.1 Commission
1.5 Liabilities of Principal and Agent During the Term of the Agency
1.5.1 The principal as against the agent
1.5.2 The principal as against third parties
1.5.3 The agent as against the principal
1.5.4 The agent as against third parties
1.6 Terms and Termination
1.6.1 Term
1.6.2 Exceptional circumstances or default
1.7 Indemnity
1.7.1 Indemnity for goodwill and/or clientele
1.7.2 Compensation/or damages
1.7.2.1 Conditions
1.7.2.2 Calculation of damages
1.8 Specific Application of EC Law
2. DISTRIBUTORSHIP AGREEMENTS
2.1 Distribution
2.1.1 Definition
2.1.1.1 Exclusive/non-exclusive purchasing
2.1.2 Conclusion of the contract (special conditions)
2.1.2.1 General
2.1.2.2 Defining the parties' respective obligations
2.1.3 The supplier's duties and rights
2.1.3.1 The supplier's duties
2.1.3.2 The supplier's rights
2.1.4 The distributor's duties and rights
2.1.4.1 The distributor's duties
2.1.4.2 The distributor's rights
2.1.5 Liabilities of supplier and distributor during the term of the distributorship agreement
2.1.5.1 The supplier as against the distributor
2.1.5.2 The supplier as against third parties
2.1.5.3 The distributor as against the supplier
2.1.5.4 The distributor as against third parties
2.1.6 Term and termination
2.1.6.1 Term
2.1.6.2 Termination
2.1.7 Indemnity
2.1.7.1 Valid termination
2.1.7.2 Invalid termination
2.2 Selective Distribution
3. FRANCHISE AGREEMENTS
THE NETHERLANDS
1. COMMERCIAL AGENCY
1.1 Definition of Various Types of Agencies and Intermediaries
1.1.1 Introduction
1.1.2 Definition and characteristics
1.1.3 Employed agents
1.1.4 Others
1.2 Conclusion of the Contract (Special Conditions)
1.3 The Principal's Duties and Rights
1.3.1 The principal's duties
1.3.1.1 Commission
1.3.1.2 Protection of the agent, duty to inform
1.3.1.3 Written statement on commission
1.3.2 The principal's rights
1.4 The Commercial Agent's Duties and Rights
1.4.1 The commercial agent's duties
1.4.1.1 Trustworthiness, duty to inform
1.4.1.2 Del credere
1.4.1.3 Non-competition
1.4.1.4 Secrecy
1.4.2 The commercial agent's rights
1.4.2.1 Commission
1.4.2.2 Exclusivity
1.5 Liabilities of Principal and Agent During the Term of the Agency
1.5.1 The principal as against the agent
1.5.2 The principal as against third parties
1.5.3 The agent as against the principal
1.5.4 The agent as against third parties
1.6 Term and Termination
1.6.1 Term
1.6.2 Termination
1.7 Indemnity
1.7.1 Indemnity for goodwill and/or clientele
1.7.2 Compensation for damages
1.8 Specific Application of EC Law
1.9 Applicable Law and Jurisdiction
1.10 EC and Dutch Competition Law
2. DISTRIBUTORSHIP AGREEMENTS
2.1 Distribution
2.1.1 Definition
2.1.1.1 Exclusive/non-exclusive sale/exclusive purchasing
2.1.2 Conclusion of the contract
2.1.2.1 Form of the contract
2.1.2.2 Contract requirements
2.1.2.3 Reasonableness and fairness
2.1.2.4 Dutch competition law
2.1.2.5 European competition law
2.1.3 The supplier's duties and rights
2.1.3.1 The supplier's duties
2.1.3.2 The supplier's rights
2.1.4 The distributor's duties and rights
2.1.4.1 The distributor's duties
2.1.4.2 The distributor's rights
2.1.5 Liabilities of supplier and distributor during the term of the agreement
2.1.5.1 The supplier and the distributor inter se
2.1.5.2 The supplier as against the distributor
2.1.5.3 The supplier as against third parties
2.1.5.4 The distributor as against the supplier
2.1.5.5 The distributor as against third parties
2.1.6 Term and termination
2.1.6.1 Term
2.1.6.2 Termination
2.1.7 Indemnity
2.1.8 Specific application of EC law
2.1.9 Applicable law and jurisdiction
2.1.9.1 Applicable law
2.1.9.2 Jurisdiction
2.2 Selective Distribution
2.2.1 Definition
2.2.2 Conclusion of the contract
2.2.3 The supplier's duties and rights
2.2.3.1 The supplier's duties
2.2.3.2 The supplier's rights
2.2.4 The distributor's duties and rights
2.2.4.1 The distributor's duties
2.2.4.2 The distributor's rights
2.2.5 Liabilities of supplier and distributor during the term of the distributorship agreement
2.2.6 Term and termination
2.2.7 Indemnity
2.2.8 Specific application of EC law
2.2.9 European and Dutch competition law
3. FRANCHISE AGREEMENTS
3.1 Definition
3.1.1 Characteristics
3.1.1.1 Collaboration
3.1.1.2 Independence
3.1.1.3 Distinguishing capacity: uniformity
3.1.1.4 Transfer of know-how, and training support
3.1.1.5 Selection
3.1.1.6 Supervision
3.1.1.7 Royalties, management, service and other fees
3.2 Conclusion of the Contract
3.2.1 Form of contract
3.2.2 Language of the contract
3.2.3 Contract requirements
3.3 The Supplier's Duties and Rights
3.3.1 The supplier's duties
3.3.1.1 Provision of the franchise formula
3.3.1.2 Support for the franchisee
3.3.1.3 Advertising, research, etc
3.3.1.4 Supply of goods to the franchisee
3.3.1.5 Exclusivity
3.3.2 The supplier's rights
3.3.2.1 Supervision of the franchisee
3.3.2.2 Rights over intellectual proper~, etc
3.3.2.3 Non-competition and secrecy
3.3.2.4 Recommending prices
3.4 The Distributor's Duties and Rights
3.4.1 The distributor's duties
3.4.2 The distributor's rights
3.5 Liabilities of Supplier and Distributor During the Term of the Distributorship Agreement
3.6 Term and Termination
3.6.1 Contract term
3.6.2 Term, termination and lease
3.7 Indemnity
3.8 Specific Application of EC Law
3.9 Applicable Law and Jurisdiction
3.10 Dutch Competition Law
BIBLIOGRAPHY
NORWAY
1. COMMERCIAL AGENCY
1.1 Definition of Various Types of Agencies and Intermediaries
1.1.1 Independent
1.1.2 Employed
1.1.3 Others
1.2 Conclusion of the Contract (Special Conditions)
1.2.1 Formation of the contract
1.2.2 Non-mandatory law
1.3 The Principal's Duties and Rights
1.3.1 The principal's duties
1.3.1.1 Commission
1.3.1.2 Protection of the agent, information
1.3.2 The principal's rights
1.4 The Commercial Agent's Duties and Rights
1.4.1 The commercial agent's duties
1.4.1.1 Trustworthiness, duty to inform
1.4.1.2 Del credere
1.4.1.3 Non-competition
1.4.1.4 Secrecy
1.4.1.5 Repayment of commission
1.4.2 The commercial agent's rights
1.4.2.1 Commission
1.4.2.2 Right to information
1.4.2.3 Right to retention and sale of retained goods
1.5 Liabilities of Principal and Agent During the Term of the Agency
1.5.1 The principal as against the agent
1.5.2 The principal as against third parties
1.5.2.1 Liabilities of third parties
1.6 Term and Termination
1.6.1 Term
1.6.2 Termination
1.7 Indemnity
1.7.1 Indemnity for goodwill and/or clientele
1.7.2 Compensation/or damages
1.8 Specific Application of EC Law
1.9 Applicable Law and Place of Jurisdiction
1.9.1 Applicable law
1.9.2 Jurisdiction
2. DISTRIBUTORSHIP AGREEMENTS
2.1 Distribution
2.1.1 Definition
2.1.2 Conclusion of the contract (special conditions)
2.1.3 The supplier's duties and rights
2.1.3.1 The supplier's duties
2.1.3.2 The supplier's rights
2.1.4 The distributor's duties and rights
2.1.4.1 The distributor's duties
2.1.4.2 The distributor's rights
2.1.5 Liabilities of supplier and distributor during the term of the distributorship agreement
2.1.5.1 The supplier as against the distributor
2.1.5.2 The supplier as against third parties
2.1.5.3 The distributor as against third parties
2.1.6 Term and termination
2.1.6.1 Term
2.1.6.2 Termination
2.1.7 Indemnity
2.1.8 Specific application of EC law
2.1.9 Applicable law
2.2 Selective Distribution
2.2.1 Definition
2.2.2 Legislation
3. FRANCHISE AGREEMENTS
3.1 Definition
3.2 Conclusion of the Contract (Special Conditions)
3.3 The Supplier's Duties and Rights
3.3.1 The supplier's duties
3.3.2 The supplier's rights
3.4 The Distributor's Duties and Rights
3.4.1 The distributor's duties
3.4.2 The distributor's rights
3.5 Liabilities of Supplier and Distributor During the Term of the Franchise Agreement
3.6 Term and Termination
3.6.1 Term
3.6.2 Termination
3.7 Indemnity
3.8 Specific Application of EC Law
BIBLIOGRAPHY
PORTUGAL
1. COMMERCIAL AGENCY
1.1 Introduction
1.2 Commercial Agency
1.2.1 Definition
1.2.2 Conclusion of the agreement (special conditions)
1.2.3 The principal's and agent's duties and rights
1.2.3.1 The principal's duties and agent's rights
1.2.3.2 Principal's rights and agent's duties
1.2.3.3 Limits of contractual freedom
1.2.4 Liabilities of principal and agent during the term of the agency
1.2.5 Term and termination
1.2.5.1 Term
1.2.5.2 Termination
1.2.5.3 Cogent reasons
1.2.5.4 Compensation
1.2.5.5 Indemnity for goodwill and/or clientele
1.2.6 Applicable law and jurisdiction
1.2.6.1 Applicable law
1.2.6.2 Applicable jurisdiction
1.2.7 Specific application of EC law
1.2.7.1 Harmonisation of the national laws on commercial agency
1.2.7.2 Competition law
2. DISTRIBUTORSHIP AGREEMENTS
2.1 Distribution
2.1.1 Definition
2.1.2 Exclusive and non-exclusive distribution and purchasing
2.1.3 Conclusion of the agreement (special conditions)
2.1.4 The supplier's duties and the distributor's rights
2.1.4.1 Supply of goods
2.1.4.2 Exclusivity
2.1.4.3 Non-discrimination
2.1.4.4 Territorial protection
2.1.4.5 Prices
2.1.4.6 Use o/third parties
2.1.5 The supplier's rights and the distributor's duties
2.1.5.1 Product policy
2.1.5.2 Unilateral amendments to the agreement
2.1.5.3 Promotion
2.1.5.4 Minimum purchases
2.1.5.5 Exclusive purchasing
2.1.5.6 Territorial restrictions
2.1.5.7 Non-competition clause
2.1.5.8 Customer service
2.1.5.9 Secrecy
2.1.6 Liabilities of supplier and distributor during the term of the distributorship agreement
2.1.6.1 The supplier as against the distributor
2.1.6.2 The supplier as against third parties
2.1.6.3 The distributor as against the supplier
2.1.6.4 The distributor as against third parties
2.1.7 Term and termination
2.1.7.1 Term
2.1.7.2 Termination
2.1.7.3 Repurchase of distributor's inventory
2.1.8 Indemnity
2.1.9 Applicable law and jurisdiction
2.1.9.1 Applicable law
2.1.9.2 Applicable jurisdiction
2.1.10 Specific application of EC law
2.2 Selective Distribution
2.2.1 Definition
2.2.2 Conclusion of the agreement (special conditions)
2.2.3 The supplier's duties and the distributor's rights
2.2.4 The supplier's rights and the distributor's duties
2.2.5 Liabilities of supplier and distributor during the term of the distributors hip agreement
2.2.6 Term and termination
2.2.7 Indemnity
2.2.8 Applicable law and jurisdiction
2.2.9 Specific application of EC law
3. FRANCHISE AGREEMENTS
3.1 Definition
3.2 Conclusion of the Agreement (Special Conditions)
3.3 The Franchisor's Duties and the Franchisee's Rights
3.4 The Franchisee's Duties and the Franchisor's Rights
3.5 Liabilities of the Franchisor and Franchisee During the Franchise Agreement
3.6. Term and Termination
3.7 Indemnity
3.8 Applicable Law and Jurisdiction
3.9 Specific Application of EC Law
SPAIN
1. COMMERCIAL AGENCY
1.1 Definition of Various Types of Agencies and Intermediaries
1.1.1 Independent agents
1.1.2 Employed agents
1.1.3 Others
1.2 Conclusion of the Contract (Special Conditions)
1.3 The Principal's Duties and Rights
1.3.1 The principal's duties
1.4 The Commercial Agent's Duties and Rights
1.4.1 The commercial agent's duties
1.4.1.1 Trustworthiness, duty to inform
1.4.1.2 Non-competition clause
1.4.1.3 Del credere
1.5 Liabilities of Principal and Agent During the Term of the Agency
1.6 Term and Termination
1.7 Indemnity
1.8 Specific Application of EC Law
1.8.1 EC law
1.8.2 Applicable law and jurisdiction
1.8.2.1 Applicable law
1.8.2.2 Jurisdiction
1.9 Legislation
1.10 Case Law
2. DISTRIBUTORSHIP AGREEMENTS
2.1 Distribution
2.1.1 Definition
2.1.1.1 Exclusive/non-exclusive! resale and exclusive purchasing
2.1.2 Conclusion of the contract (special conditions)
2.1.3 The supplier's duties and rights
2.1.3.1 The supplier's duties
2.1.3.2 The supplier's rights
2.1.4 The distributor's duties and rights
2.1.4.1 The distributor's duties
2.1.4.2 The distributor's rights
2.1.5 Liabilities of supplier and distributor during the term of the distributorship agreement
2.1.5.1 The supplier as against the distributor and vice versa
2.1.5.2 The supplier and/or the distributor as against third parties
2.1.6 Term and termination
2.1.6.1 Term
2.1.6.2 Termination
2.1.7 Indemnity
2.1.8 Specific application of EC Law
2.1.9 Applicable law and jurisdiction
2.1.9.1 Applicable law
2.1.9.2 Jurisdiction
2.2 Selective Distribution
2.2.1 Definition
2.2.2 Conclusion of the contract (special conditions)
2.2.3 The supplier's duties and rights
2.2.4 The distributor's duties and rights
2.2.4.1 The distributor's duties
2.2.4.2 The distributor's rights
2.2.5 Liabilities of supplier and distributor during the term of the distributorship agreement
2.2.6 Term and termination
2.2.7 Indemnity
2.2.8 Specific application of EC law
2.2.9 Applicable law and jurisdiction
2.2.10 Case law
3. FRANCHISE AGREEMENTS
3.1 Definition
3.1.1 Characteristics
3.2 Conclusion of the Contract (Special Conditions)
3.3 The Franchisor's Duties and Rights
3.3.1 The franchisor's duties
3.3.2 The franchisor's rights
3.4 The Franchisee's Duties and Rights
3.4.1 The franchisee's duties
3.4.2 The franchisee's rights
3.5 Liabilities of Franchisor and Franchisee During the Term of the Franchise Agreement
3.5.1 The franchisor as against the franchisee
3.5.2 The franchisor as against third parties
3.5.3 The franchisee as against third parties
3.6 Term and Termination
3.6.1 Term
3.6.2 Termination
3.7 Indemnity
3.7.1 Indemnity for goodwill and/or clientele
3.7.2 Compensation for damages
3.8 Specific Application of EC Law
3.9 Legislation
3.10 Case Law
BIBLIOGRAPHY
SWEDEN
INTRODUCTION
1. COMMERCIAL AGENCY
1.1 Definition of Various Types of Agencies and Intermediaries
1.1.1 Independent
1.1.2 Employed
1.1.3 Others
1.2 Conclusion of the Contract (Special Conditions)
1.3 The Principal's Duties and Rights
1.3.1 The principal's duties
1.3.1.1 Commission
1.3.1.2 Protection of agent, information
1.3.1.3 Supply of a written statement
1.3.2 The principal's rights
1.4 The Commercial Agent's Duties and Rights
1.4.1 The commercial agent's duties
1.4.1.1 Trustworthiness, duty to inform
1.4.1.2 Del credere
1.4.1.3 Non-competition
1.4.1.4 Secrecy
1.4.2 The commercial agent's rights
1.4.2.1 Commission
1.5 Liabilities of Principal and Agent during the Term of the Agency
1.5.1 The principal as against the agent
1.5.2 The principal as against third parties
1.5.3 The agent as against the principal
1.5.4 The agent as against third parties
1.6 Term and Termination
1.6.1 Term
1.6.2 Termination
1.7 Indemnity
1.7.1 Indemnity for goodwill and/or clientele
1.7.2 Compensation for damages
1.8 Specific Application of EC Law
1.8.1 Applicable law and jurisdiction
1.8.1.1 Applicable law
1.8.1.2 Competent jurisdiction
2. DISTRIBUTORSHIP AGREEMENTS
2.1 Distribution
2.1.1 Definition
2.1.1.1 The distributor
2.1.1.2 The supplier
2.1.2 The conclusion of the contract (special conditions)
2.1.3 The supplier's duties and rights
2.1.4 The distributor's duties and rights
2.1.5 Liabilities of supplier and distributor during the term of the agreement
2.1.5.1 The supplier as against third parties
2.1.5.2 The distributor as against the supplier
2.1.5.3 The distributor as against third parties
2.1.6 Term and Termination
2.1.6.1 Term
2.1.6.2 Termination
2.1.7 Indemnity
2.1.8 Specific application of EC law
2.2 Selective Distribution
2.3 Checklist
3. FRANCHISE AGREEMENTS
3.1 Definition
3.2 Conclusions of the Franchise Agreement (Special Conditions)
3.3 The Duties and Rights of the Parties
3.3.1 The franchisor's duties
3.3.2 The franchisor's rights
3.3.3 The franchisee's duties
3.3.4 The franchisee's rights
3.4 Liabilities of Franchisor and Franchisee During the Term of the Franchise Agreement
3.5 Term and Termination
3.6 Indemnity
3.7 Specific Application of EC Law
3.8 Disputes
LEGISLATION
CASE LAW
BIBLIOGRAPHY
SWITZERLAND
1. COMMERCIAL AGENCY
1.1. Definition of Various Types of Agencies and Intermediaries
1.1.1 Independent agent
1.1.2 Employed agents
1.1.3 Others
1.2 Conclusion of the Contract (Special Conditions)
1.3 The Principal's Duties and Rights
1.3.1 The principal's duties
1.3.1.1 Commission
1.3.1.2 Protection of the agent, information
1.3.1.3 Supply of written statements
1.3.2 The principal's rights
1.4 The Commercial Agent's Duties and Rights
1.4.1 The commercial agent's duties
1.4.1.1 Trustworthiness, duty to inform
1.4.1.2 Del credere
1.4.1.3 Non-competition
1.4.1.4 Secrecy
1.4.2 The commercial agent's rights
1.5 Liabilities of Principal and Agent During the Term of the Agency
1.5.1 The principal as against third parties
1.5.2 The agent as against the principal
1.6 Term and Termination
1.6.1 Term
1.6.2 Termination
1.6.3 Termination for legitimate grounds
1.7 Indemnity
1.7.1 Indemnity for clientele
1.7.2 Compensation for damages
1.7.3 Compensation based on a clause of prohibition to compete
2. DISTRIBUTORSHIP AGREEMENTS
2.1. Distribution
2.1.1. Definition
2.1.1.1 Distributorship agreement: a 'contractus innominatus'
2.1.1.2 Distributorship agreement and antitrust legislation
2.1.1.3 Exclusive/non-exclusive purchasing
2.1.2 Conclusion of the contract (special requirements)
2.1.3 The supplier's rights and duties
2.1.3.1 The supplier's duties
2.1.3.2 The supplier's rights
2.1.4 The distributor's duties and rights
2.1.4.1 The distributor's duties
2.1.5 Liabilities of supplier and distributor during the term of the distributorship agreement
2.1.5.1 The supplier as against the distributor
2.1.5.2 The supplier as against third parties
2.1.5.3 The distributor as against the supplier
2.1.5.4 The distributor as against third parties
2.1.6 Term and termination
2.1.6.1 Term
2.1.6.2 Termination
2.1.7 Indemnity
2.1.7.1 Compensatory damages
2.1.7.2 Supplementary indemnities
2.1.8 Specific application of Article 23 of the Free Trade Treaty between the European Union and Switzerland
2.2 Selective Distribution
2.2.1 Definition
2.2.1.1 The Swiss Federal Act on Cartels and Competition
2.2.1.2 Cause of action against third parties
3. FRANCHISE AGREEMENT
3.1 Definition
3.2 Conclusion of the Contract (Special Conditions)
3.3 The Franchisor's Obligations
3.4 The Franchisee's Obligations
3.5 Liabilities of the Franchisor and Franchisee During the Franchise Agreement
3.6 Term and Termination
3.7 Indemnity
UNITED KINGDOM
1. COMMERCIAL AGENCY
INTRODUCTION
1.1 Definition of Various Types of Agencies and Intermediaries
1.2 Conclusion of the Contract (Special Conditions)
1.2.1 Express authority
1.2.2 Implied authority
1.2.3 Agency without agreement
1.2.4 Agency by ratification
1.3 The Principal's Duties and Rights
1.3.1 The principal's duties
1.3.2 The principal's rights
1.3.2.1 General law
1.3.2.2 Where the Regulations apply
1.4 The Commercial Agent's Duties and Rights
1.4.1 The commercial agent's duties
1.4.1.1 General law
1.4.2 The commercial agent's rights
1.4.2.1 General law
1.4.2.2 Where the Regulations apply
1.5 Liability of the Principal and Agent During the Term of the Agency
1.5.1 The principal as against the agent
1.5.2 The principal as against third parties
1.5.3 The agent as against the principal
1.5.4 The agent as against third parties
1.6 Term and Termination
1.7 Indemnity
1.8 Specific Application of EC Law
2. DISTRIBUTORSHIP AGREEMENTS
2.1 Distribution
2.1.1 Definition
2.1.1.1 Exclusive/non-exclusive/exclusive purchasing
2.1.2 Conclusion of the contract (special conditions)
2.2 Selective Distribution
2.2.1 Definition
2.2.2 Conclusion of the contract (special conditions)
3. FRANCHISE AGREEMENTS
3.1 Definition
3.2 Conclusion of the Contract (Special Conditions)
3.3 Competition Law Issues
INDEX
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