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ICC Model Distributorship Contract
Almost every company engaged in international trade has at least some agents abroad and so most exporters will at some stage be faced with drafting an international distributorship agreement.
Distributorship contracts are one of the most frequently used means for organizing the distribution of goods in a foreign country. But like commercial agency agreements, distributorship agreements suffer from the absence of a set of uniform rules governing the rights of the parts.
The revised edition takes into account important changes since the publication of the first model, particularly concerning the EC antitrust rules on vertical restraints, and the need to harmonize with the ICC Short Form Model Contract, published in 2001.
This publication is an invaluable aid to business people engaged in international trade and to the lawyers assisting them in drafting and negotiating contracts.
Table of contents
| Foreword |
5 |
| Introduction |
7 |
| 1. A uniform model form for international trade |
7 |
| 2. Scope of application |
7 |
| 2.1 International agreements |
8 |
| 2.2 Buyer-reseller |
8 |
| 2.3 Distributor-wholesaler/importer |
8 |
| 2.4 Product liability |
8 |
| 3. What is a distributor? |
9 |
| 4. Distribution contract and sales contracts |
9 |
| 5. The applicable law |
10 |
| 6. Countries in which special precautions should be taken |
11 |
| 7. The need to comply with antitrust rules |
11 |
| 7.1 EU Rules: Article 81 and Regulation 2790 |
11 |
| 7.2 National legislations |
12 |
| 8. Recourse to international arbitration |
12 |
| 9. Precautions for use of the model form |
13 |
| Model Form of International Sole Distributorship Contract |
15 |
| Annexes |
27 |
| Annex 1: Product and territory |
29 |
| Annex 2: Commission on direct sales |
30 |
| Annex 3: Products an suppliers represented by the distributor |
31 |
| Annex 4: Names of existing customers |
32 |
| Annex 5: Advertising, fairs and exhibitions |
33 |
| Annex 6: Conditions of sale - discounts |
34 |
| Annex 7: Guaranteed minimum target |
35 |
| Annex 8: Stock of products and spare parts |
36 |
| Annex 9: After sales service, repairs, warranty |
37 |
| Annex 10: Change of control, ownership and/or management in the Distributor |
38 |
| Annex 11: Goodwill Indemnity |
39 |
| Appendices |
41 |
| Appendix 1: EC Regulation 2790/1999 of 22 December 1999 |
43 |
| Appendix 2: UNIDROIT Principles of International Commercial Contracts |
50 |
| ICC at a Glance |
66 |
| Selected ICC publications |
67 |
Foreword
By Maria Livanos Cattaui, former Secretary General of ICC
Distributorship contracts are - together with commercial agency agreements - the most frequently used means for organizing the distribution of goods in a foreign country. Almost every company engaged in international trade has at least some distributors abroad, which means that most exporters (whether large or small) must face the problem of drafting an international distributorship agreement.
In order to assist business people engaged in international trade (and the lawyers aiding them in drafting and negotiating contracts), the ICC has prepared this model form of international distributorship contract.
The publication is the result of extensive discussion and commentary by the ICC's Commercial Practices Commission and particularly by its working Party on '' Agency and Distributorship contracts,'' chaired by Professor Fabio Bortolotti (Italy). The English text was reviewed by Mrs. Valerie Roberts (University Kingdom) and the French translation was prepared by Maitre Didier Matray (Belgium).
The other working party members were as follows: Maitre Didier Matray (Belgium), Professor Didier Ferrier (France), Mr. Giuliano Votta (Italy), Professor Ole Lando (Denmark), Mr. Peter Klaus Meyer Swantee (The Netherlands), Mrs. Valerie Roberts (United Kingdom), Mr. Peter R. Sternberg (The United States) and Mr. Guillermo Jimenez (ICC HQ).
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