Exclusive distribution
Agreement granting a distributor exclusivity over a territory or a customer base. Governed by the European regulation on vertical restraints (market shares, duration, sales restrictions).
→ Contracts · Sub-expertise
The choice of a distribution model structures your commercial development for years to come: exclusivity, selectivity, franchising, commercial agency — each has its advantages and its legal constraints. We assist suppliers and distributors in designing, drafting and negotiating distribution agreements adapted to French and European competition law.
→ What we cover
Agreement granting a distributor exclusivity over a territory or a customer base. Governed by the European regulation on vertical restraints (market shares, duration, sales restrictions).
Selection of distributors on the basis of objective qualitative criteria (competence, presentation, after-sales service). The preferred model for technical or luxury products.
Replication of a proven concept through a network of franchisees, transfer of know-how, brand and assistance. Framework of the pre-contractual disclosure document (DIP) provided for by the Doubin Act.
Distribution of products under a brand with cross-commitments (targets, exclusivity), often in the automotive or capital-goods sectors.
Articulation with a network of commercial agents (a protective status), sales representatives (VRP) or an integrated sales force, choosing the model suited to the commercial target.
Verification of compliance with competition law: market shares, restrictions on active/passive sales, resale prices, online sales. Avoiding sanctions from the Competition Authority.
→ Our approach
01
Diagnosis of the market, the products and the target, choice of the appropriate model (exclusive, selective, franchise, mixed), definition of the broad terms of the agreement.
02
Drafting of the template agreement (and of the DIP in the case of franchising), the schedules (specifications, targets, operating manual), the brand and intellectual property agreements.
03
Negotiation with distributors or franchisees, harmonisation of agreements, support through to signature, monitoring of the network roll-out.
04
Advice on managing the network, handling contractual changes, dealing with disputes, anticipating exits (termination, non-renewal).
→ Who we help
Structuring a new franchise network: designing the concept, drafting the DIP and the template agreement, gradual roll-out and support in steering the first franchisees.
Setting up selective distribution with qualitative criteria (training, presentation, after-sales service), compliance with European law and framing of online sales.
Exclusive distribution agreement for a foreign country: territorial exclusivity, commercial targets, planned exit, articulation with local law.
Articulation between direct sales (e-commerce, key accounts), selective distribution and local franchises, with management of channel conflicts and a harmonised pricing policy.
→ Q&A
Exclusivity protects the distributor's investment but limits the supplier's flexibility. European law permits territorial exclusivities under conditions (market shares of the supplier and the distributor below certain thresholds). A case-by-case analysis is required.
The pre-contractual disclosure document must be provided to the prospective franchisee at least 20 days before the agreement is signed. It contains detailed information about the franchisor, the network, the market and the financial commitments. Its absence or insufficiency may render the agreement void.
Not in principle: imposing a fixed resale price is a hardcore restriction under competition law, exposing the company to heavy sanctions. Permitted are: maximum prices, recommended prices (without pressure), and certain time-limited practices (product launch).
A selective distributor may be authorised to sell online under conditions: qualitative criteria aligned with the physical point of sale, prohibition of third-party platforms in certain cases (luxury). A total ban on e-commerce, by contrast, is very risky under competition law.
→ Go further
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