Exclusive Territorial Agreement Example
The relationship between a supplier and a distributor may be subject to the prohibition of the agreement. This is particularly the case where the area on which the customer or distributor is able to sell is limited in a distribution agreement. The first two conditions derive directly from the wording of the category exemption and were briefly discussed with the question “What is exclusive distribution?” The importance and practical consequences of the last three conditions, in particular the fourth condition (with regard to parallel taxation), are often overlooked, so that the allocation of exclusive territory remains at odds with the prohibition of cartels. In addition, in 2015, the Dutch Consumers and Markets Authority (ACM) stated that it prioritized vertical agreements that are not covered by the category exemption as part of the application of the ban on cartels. This is also in line with the application by other national authorities, such as the Federal Office for Cartels in Germany. Consequently, the importance of a coherent and prudent distribution of territories and, therefore, the need for parallel taxation and other conditions are again stressed. This article therefore takes into account these last three conditions. (d) Ownership reserve by the supplier. The supplier reserves the right to take the following steps at any time under [insert number] ([insert number]) calendar days prior to written notification to the distributor without any responsibility: (i) add or remove products from Schedule B, (ii) modify or update the design of the products or part of the products, and (iii) exclusively for sale directly or indirectly, to certain types of customers or to certain accounts in the territory.
This agreement constitutes the whole agreement between the parties on this subject and replaces all previous agreements and instruments in this area. If there is a discrepancy between the provisions of the exclusivity distribution contract and the provisions of Schedule A or Appendix B, the terms of the exclusivity distribution contract apply. This agreement can only be amended by a written instrument executed by duly accredited representatives of the parties. A. Subject to the terms of this exclusive distribution agreement, the supplier designates the distributor and the distributor accepts such a designation and undertakes to act as the exclusive distributor of supplier products (defined below) within the following geographical area (the “territory”): second, the French supplier may impose a ban on other parties than the Dutch distributor, only to prevent them from actively acquiring customers in the Netherlands. , also known as “active selling.”