Dealer agreements that allow termination by a single partner are biased. Experience shows that such tilting agreements end more often with litigation. The possibility of both parties terminating the contract avoids certain disputes. The best distribution agreements allow both parties to terminate the contract. a. Exclusive appointment. Subject to the terms of this dealer agreement, the company designates and grants the distributor the exclusive right to sell and distribute the products to customers in the territory (the „customers“) and to provide non-distributor services to the company, as stated here in this section. The distributor limits its product activities to customers within the territory and, without the company`s explicit written consent, forgoes selling or transferring the products directly or indirectly to a person outside the territory. The company is not authorized to sell or deliver products on the territory, directly or indirectly, except through the distributor, and the company cannot address the distributor`s customers without the company`s prior written permission. Problems with distribution agreements are often identified after negotiations and agreements have been signed, even if agreements have been verified by corporate or outside lawyers. How did we get to this point? Too often, lawyers remove incriminating clauses, but are simply not aware of industry standards. They do not understand the most common agreement problems. It is a good practice to have the agreement verified by a lawyer and an industry professional.

If your company lacks an industry expert who knows the distribution agreements, such support should be sought. A legal technical review is necessary for the creation of a large distribution agreement, but it is never sufficient. The supplier has the right to transfer such a buyback option to any other person it can name. The distributor must not be paid to the distributor for loss of earnings, value or good re-account, customers or similar or other similar or non-similar goods, advertising costs, drawing or delivery fees, employee termination fees, employee salaries and similar or other similar or other similar goods. Under no circumstances can the distributor present itself as a distributor or representative, even after the termination of this agreement. The supplier is not liable to the distributor due to a supplier termination. The distributor frees and releases the supplier from any liability, loss, damage and cost (including reasonable legal fees) and the unscathed resulting from a claim by the distributor or a third party that is within the distributor`s right to enjoy a right of law contrary to the express conditions of this section. In the example of the French distributor and the Dutch exclusive distributor, this means, on the one hand, that if, for example, the French supplier prohibits active sales in the Netherlands by German distributors, while this ban is not imposed on distributors in other Member States (European), competition between the German distributor and all other (European) distributors is restricted.

German distributors are the only party to be explicitly denied access to the Dutch market. Since, in this case, the French supplier does not limit the active sale by all (European) distributors, the condition of parallel taxation is not met. A German distributor may invoke the nullity of the active sales ban and claim damages from the French supplier for the damage suffered by the ban. Most distribution agreements involving experienced dealers and manufacturers allow termination for reasons and conveniences (or not at all).