Distributorship contracts are one of the most frequently used means for organising the distribution of goods in a foreign country. Almost every company engaged in international trade has some distributors abroad, which means that most exporters will be faced with drafting an international distributorship agreement at some point.
One of the difficulties that traders face when drawing up contracts is the lack of uniform regulations. This means that parties must refer primarily to the rules set out in their agreements, which in turn makes the careful drafting of such contracts vital.
The International Chamber of Commerce (ICC) provides the ICC Model Contract Distributorship, a uniform contractual framework to help exporters and their distribution partners establish and maintain a durable and balanced distribution system for goods abroad. It specifically applies to agreements under which the distributors act either as buyers and resellers, or as importers who organise distribution in the country in which they operate. This new revised version takes into account recent developments in the laws affecting distribution and prevailing practice of international trade.
Each ICC Model Contract includes a fully editable version in Microsoft, permitting you to easily adapt the contract to your specific case.
This model contract is available in English, contact your local ICC to enquire about a translated version National committees - ICC - International Chamber of Commerce (iccwbo.org)
| Code ISBN : | 978-92-842-0682-7 |
| Number of pages : | 38 |
| Publishing date : | 2024 |
| Language : | English |
| Format in cm : | 21*29.6 |
Foreword..... 3
Introduction..... 6
- A uniform model form for international trade..... 6
- Scope of application..... 6
2.1 International agreements..... 6
2.2 Buyer-reseller..... 6
2.3 Exclusive distributorship..... 6
2.4 Distributor-wholesaler/importer..... 7
2.5 Product liability..... 7
- What is a distributor?...... 7
- Distribution contract and sales contracts..... 7
- The applicable law..... 7
- Countries in which special precautions should be taken..... 8
- The need to comply with antitrust rules..... 8
7.1 EU Rules: Article 101 and Regulation 720/2022..... 9
7.2 National legislation..... 9
- Need to consider sanctions and trade restrictions...... 10
- Recourse to international arbitration...... 10
10. Precautions for use of the model form..... 11
Model Form of International Exclusive Distributorship Contract..... 12
Article 1 Territory and Products..... 12
Article 2 Good faith and fair dealing..... 12
Article 3 Distributor’s functions..... 12
Article 4 Distributor’s exclusive rights...... 13
Article 5 Undertaking not to compete..... 13
Article 6 Sales organization..... 14
Article 7 Marketing strategies—Advertising and fairs—Distributor’s online advertising..... 14
Article 8 Conditions of supply—Prices..... 14
Article 9 Sales targets—Guaranteed Minimum Target.... 15
Article 10 Sub-distributors or agents..... 15
Article 11 Duty of information..... 15
Article 12 Resale prices..... 16
Article 13 Distributor’s sales outside the Territory..... 16
Article 14 Sanctions and trade restrictions..... 16
Article 15 Supplier’s trademarks, trade names and symbols...... 16
Article 16 Confidential information..... 16
Article 17 Stock of Products and spare parts—After sales service..... 17
Article 18 Term of the Contract...... 17
Article 19 Earlier termination..... 17
Article 20 Goodwill indemnity..... 18
Article 21 Return of documents and Products in stock..... 18
Article 22 Force majeure...... 18
Article 23 Resolution of disputes...... 19
Article 24 Applicable law...... 19
Article 25 Automatic inclusion under the present Contract..... 20
Article 26 Previous agreements—Modifications—Nullity—Assignment..... 20
Article 27 Authentic text..... 20
Annexes
Annex I Products, Territory and Customers..... 21
Annex II Commission on Direct Sales............... 22
Annex III Products and Suppliers represented by the Distributor..... 23
Annex IV Advertising and fairs..... 24
Annex V Marketing Strategies..... 25
Annex VI Conditions of supply—Discounts..... 26
Annex VII Guaranteed Minimum Target..... 27
Annex VIII ICC Model Confidentiality Clause 2016..... 28
Annex IX Stock of Products and spare parts.... 30
Annex X After sales service, repairs, warranty..... 31
Annex XI Change of control, ownership and/or management of the Distributor company..... 32
Annex XII Goodwill Indemnity..... 33
About the International Chamber of Commerce (ICC)..... 34
ICC Publications..... 35
Revision of this model contract was under the auspices of the ICC Commission on Commercial Law and Practice, led by Commission Chair Ercüment Erdem (Turkey). and benefited from the active participation of Chair Ercüment Erdem, Fabio Bortolotti (Italy), Valle Garcia de Novales (Spain), Mariaelena Giorcelli
(Italy), Christoph Martin Radtke (France), Steve Sidkin (United Kingdom), and Angelika Zoder (Austria).
As always, the ICC national committees around the world were instrumental in circulating drafts of this contract to their trading communities for comment. ICC Secretariat direction was provided by ICC Director of Trade + Investment, Emily O’Connor (France).