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A distribution agreement is one under which a supplier or manufacturer of goods agrees that an independent third party will market the goods.
The distributor buys the goods on their own account and trades under their own name.
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Key IP considerations in vertical agreements鈥攃hecklist This Checklist focuses on the IP aspects of vertical agreements. It covers the key competition law considerations and considers the following issues: the parties to and structure of vertical agreements, identifying the IP, the scope of the licence, restricting the use of the IP, IP ownership, third-party IP, protection of licensor鈥檚 IP and warranties and indemnities. On 10 May 2022, the European Commission adopted the EU Vertical Restraints Block Exemption, Regulation (EU) 2022/720 (EU VBER) and Vertical Guidelines. EU VBER entered into force on 1 June 2022 and will expire on 31 May 2034. See Practice Note: The Vertical Block Exemption Regulation 2022/720. On 9 May 2022, the UK government laid before Parliament the Competition Act聽1998 (Vertical Agreements Block Exemption) Order 2022 (UK VABEO), SI 2022/516. The UK VABEO replaced the UK Retained VBER on 1 June 2022 and will expire on 1 June 2028. See Practice Note: The Competition Act 1998 (Vertical Agreements Block Exemption) Order 2022. Both the UK and EU regime...
Terminating distribution agreements鈥攃hecklist This Checklist outlines some of the key considerations surrounding termination of distribution agreements including issues to consider when drafting a distribution agreement; prior to termination and when effecting the termination of the distribution agreement itself. For a Practice Note addressing these issues, see Practice Note: Terminating distribution agreements. For precedent distribution agreements in a UK-to-UK context, see Precedents: 鈥 Distribution agreement鈥攅xclusive鈥攍ong form 鈥 Distribution agreement鈥攅xclusive鈥攕hort form 鈥 Distribution agreement鈥攏on-exclusive鈥攍ong form 鈥 Distribution agreement鈥攏on-exclusive鈥攕hort form 鈥 Selective distribution agreement鈥攏on-exclusive For precedent distribution agreements in a UK-to-EEA context, see Precedents: 鈥 Distribution agreement鈥攅xclusive (EEA territory) 鈥 Distribution agreement鈥攏on-exclusive (EEA territory) 鈥 Selective distribution agreement鈥攏on-exclusive (EEA territory) For a precedent letter to terminate a distribution agreement, see Precedents: 鈥 Termination letter鈥攎anufacturer to distributor 鈥 Termination letter鈥攄istributor to manufacturer For a summary of information to consider when appointing a distributor, see: 鈥 Appointing a distributor in the UK鈥攃hecklist 鈥 Appointing a distributor abroad鈥攃hecklist For information on distribution agreements generally, see Practice Notes: 鈥 Nature and types of distributorship 鈥...
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ARCHIVED: This Practice Note has been archived and is not maintained. On 10 May 2022, the Commission adopted a new Vertical Block Exemption Regulation 2022/720 (VBER 2022). The VBER 2022 replaced the previous Vertical Restraints Block Regulation 330/2010 (VBER 2010, also referred to as the VRBE in this Practice Note) on 1 June 2022. This Practice Note was drafted for the VBER 2010.NOTE鈥擳he VBER 2010 expired on 31 May 2022 and was replaced by the VBER 2022 with effect from 1 June 2022. Under Article 10 VBER 2022, there was a 12 month transition period (ending on 31 May 2023) to accommodate pre-existing vertical agreements already in force on 31 May 2022 which satisfied the conditions for exemption provided in the VBER 2010 on 31 May 2022 but which did not satisfy the conditions for exemption provided in the VBER 2022. This Practice Note is therefore for background information only.For an assessment of exclusive distribution agreements under Article 101 TFEU, the VBER 2022 and the Commission鈥檚 2022 Guidelines on Vertical...
This Practice Note considers distribution arrangements in general and the different types of arrangements that are commonly used. It considers the difference between sole, exclusive, non-exclusive, and selective distribution agreements, and the relationship between the distributor and the manufacturer.The nature of distributionDistribution is an arrangement under which the distributor buys goods from a manufacturer and resells them on its own behalf. By contrast, in an agency agreement the agent does not buy the goods but arranges sales for the manufacturer. For a summary of the differences between agency and distribution, see Practice Note: Agency and distribution compared.Distribution is commonly used where a manufacturer needs help in bringing products to a particular market; for example, in an overseas territory with which the manufacturer is not sufficiently familiar or connected, or where the nature of the products does not require direct contact with the customer. Distribution arrangements may be entered into by wholesalers of products, who are intermediaries selling to other distributors rather than directly to end users. For convenience, this Practice...
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Distribution agreement鈥攏on-exclusive鈥攕hort form This Agreement is made on [date] Parties 1 [insert name of party] [of OR a company incorporated in England and Wales under number [insert registered number] whose registered office is at] [insert address] (Manufacturer); and 2 [insert name of party] [of OR a company incorporated in England and Wales under number [insert registered number] whose registered office is at] [insert address] (Distributor); each of the Manufacturer and the Distributor being a party and together they are the parties. Background (A) The Manufacturer manufactures [and supplies] the Products. (B) The Distributor has agreed to distribute the Products on a non-exclusive basis in the Territory in accordance with the provisions of this Agreement. The parties agree: 1 Definitions 1.1 In this Agreement: Active Sales 鈥 has the meaning given in Article 8(7) of VABEO; Affiliate 鈥 means any entity that directly or indirectly controls, is controlled by, or is in under common control with, another entity where 鈥渃ontrol鈥 means the beneficial ownership of...
Mobile app end-user licence agreement (EULA)鈥攆or Google Play We are [app provider鈥檚 name and address], the creators of [app name] (referred to below as the 鈥榓pp鈥). You must be at least [13] years old and resident in the UK to use the app. By downloading the app, you are agreeing to the terms of this agreement which are legally binding. Please read it together with our privacy policy before you download and use the app. Only download the app if you have read the rules and agree to them. If you do not agree to these terms, we will not allow you to use the app and you should not download it. In this agreement, references to 鈥楪oogle Play鈥 means the app distribution platform operated by Google and known as Google Play, and we refer to Google鈥檚 terms of service (and other applicable terms) collectively as 鈥楪oogle鈥檚 rules鈥. 1 This agreement 1.1 This agreement is made between us you and us. Google is not a party to...
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When a distributor sells goods that are subject to a retention of title clause, but with the right to resell those goods in the course of its business, is any onward sale by the distributor as an agent on behalf of the original supplier as title has not passed? In answering your query we have limited our research to cover a sale of goods between two businesses as part of an arm鈥檚 length commercial transaction. Under the Sale of Goods Act 1979 (SGA 1979), property in specific or ascertained goods passes to the buyer when the contracting parties intend it to pass (SGA 1979, s 17) and a seller can, as a term of the contract, reserve the right of disposal (SGA 1979, s 19). A retention of title (ROT) clause allows the seller to retain title to goods which it has delivered to a buyer until the buyer has paid for them in full or, where permitted to do so, sold them on to a...
Under English law, what is the difference between a 'dealer' and a 'distributor'? Neither 鈥榙istributor鈥 nor 鈥榙ealer鈥 are terms which have a specific recognised meaning under English law. The courts will look at the substance of the agreement between the parties to determine the nature of it. Unlike the terms 鈥榙istributor鈥 or 鈥榙ealer鈥, the term 鈥榓gency鈥 does have a particular meaning under English law, see: Agency鈥攐verview. The terms 鈥榙istributor鈥 and 鈥榓gent鈥 are commonly compared and contrasted in commercial arrangements, as they offer manufacturers and other principals two distinct methods of taking their goods and services to market via a third party. See also: Distribution鈥攐verview. Distribution has certain features in common with agency, but the underlying legal principles are significantly different. A distributor would purchase products from a manufacturer and sell those products on to customers as an independent principal, applying a mark-up to the manufacturer's sale price in order to make a profit. For this reason a distributor can be referred to as a 鈥榬e-seller鈥 in some...
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This week's edition of Commercial weekly highlights includes: commentary on the Court of Justice decision in Verbraucherzentrale Hamburg v Bonprix which considered the meaning of 'promotional offer' under the EU E-Commerce Directive, news that the Marking of Retail Goods Regulations 2025, SI 2025/Draft, are due to come into effect on 1 July 2025, and news that the Competition and Markets Authority has secured formal undertakings from Amazon to strengthen its systems against fake reviews and catalogue abuse on its UK online store.
This week's edition of Competition weekly highlights includes, from a UK perspective: (1) the CMA鈥檚 decision to accept Vifor鈥檚 commitments to end an abuse probe into disparaging treatment in the iron treatment market, (2) the Court Appeal judgment dismissing appeal against the CAT鈥檚 judgment on limitation in claim for damages against participants in citalophram 鈥榩ay for delay鈥 cartel, and (3) the CAT鈥檚 rulings on jurisdiction and collateral waive application in abuse of dominance claim against Microsoft. This week鈥檚 highlights also includes, from an EU perspective: (1) an AG鈥檚 opinion concerning a national reference from Romania on retroactive application of an EU Regulation corrected in a State aid dispute.
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