Commercial contracts & Competition

In B2B, GTC constitute the sole foundation of the commercial negotiation (Article L.441-1 of the French Commercial Code): they are mandatory and must be communicated to any professional client who requests them. In B2C, they are required by consumer regulations.

Article L.442-1 of the French Commercial Code prohibits the abrupt termination of an established commercial relationship: notice proportionate to the length of the relationship (often 6 to 24 months) must be respected. Formalising the relationship in writing, documenting volumes and history, and anticipating the termination with written notice are essential reflexes.

No. To be valid, it must be limited in time, in space and in the prohibited activity, and proportionate to the protection of a legitimate interest. In employment law, it must in addition provide for financial consideration. A clause that is too broad or without consideration may be annulled by the court.

It binds the distributor to sell only the supplier's products (or, conversely, the supplier to distribute only through this channel). It is governed by competition law: maximum duration (often 5 years), the supplier's market share, and the possibility for the distributor to exit in the event of abuse.

It is placing oneself in the wake of a competitor in order to profit from its investments, its know-how or its reputation, without taking any risk and without making any effort. Even in the absence of infringement, free-riding is actionable and may give rise to damages and prohibition measures.