Reasonable Notice Termination Distribution Agreement

Despite the absence of specific legislation on distribution agreements, Dutch jurisprudence is taking a fairly strict approach to a number of specific issues. The principle of “adequacy and fairness” that permeates Dutch contract law requires the parties to treat each other in a reasonable and fair manner. A merchant buys products from the supplier and resells them on his own behalf and on his own behalf to third parties. A distribution agreement must be distinguished from an agency agreement. As part of an agency agreement, the agent sells the product in the name and on behalf of the client. This difference has a significant impact on the parties` relative rights, obligations and commitments. The termination of distributors/resellers can be a difficult subject for manufacturers, and the case gives a useful checklist of facts to consider when deciding what an appropriate notification is. However, it is likely that each case will take its own action and that, in the present circumstances, delays of 6 and 3 months have been deemed “reasonable”. Distribution agreements can provide food and beverage companies with a low-risk way to open up profitable new markets. Many distribution agreements are becoming long-standing and successful agreements for suppliers and distributors. But if it is necessary or desirable to end a distribution relationship, it is important to ensure that this is done effectively and effectively.

Article 5, paragraph 3, Regulation (EC) No. 44/2001 of the Council of 22 With regard to the competence, recognition and enforcement of civil and commercial decisions, December 1, 2000 must be interpreted in the sense that an action for damages based on a sudden breach of a long-standing business relationship, such as the termination at issue in the principal, is not a matter of unlawful act, infringement or quasi-infringement within the meaning of this regulation, where there was a tacit contractual relationship between the parties, which the referring court must consider. Evidence of such an unspoken relationship must be based on a series of concurring evidence that may include, among other things, the existence of a long-standing business relationship, good faith between the parties, the regularity of transactions and their evolution over time, expressed in quantity and value, any agreement regarding the prices charged and/or the discounts granted and the exchanges. If the behaviour of the parties refers to a distribution report (for example. B if exclusivity had been agreed orally), this would mean that a distribution agreement could be considered and that termination rules would be governed by the common law for unspoken contracts. In the absence of a breach on the part of the distributor, the common point of law for termination of contracts is the tacit delay of reasonable termination. The arguments in favour of this implied term are strong if it can be argued that the seller and trader cannot have the intention that the contract was eternal (and there is no other way to terminate the contract).