|
Distribution agreements play an important role in today’s
business environment. A supplier of goods may benefit from the know-how and
sales & marketing organisation of a distributor in a certain territory, which
enables the supplier to develop new markets or to optimise its sales and
marketing activities. The supplier does not invest in an own sales and marketing
organisation and does not bear the marketing risk. The distributor benefits from
the brand awareness and, in case of an exclusive distribution agreement, of a
lack of competition related to the goods of the supplier. The economical
importance of such contractual arrangements cannot be underestimated, however,
the Swiss Code of Obligation does not provide a specific statutory rules on
distribution agreements. Nevertheless, the Federal Law on Cartels contains
specific rules and restrictions for distribution agreements.
Although, the content of a distribution agreements strongly depends on the
branch of business and the specific market in the territory, the characteristic
elements of a distribution agreements include the subscription right of the
distributor for certain goods of the supplier in a fixed period of time, a right
to distribute certain goods in a certain territory (exclusively or
non-exclusively), a duty to perform sales promotions, the right to use the
trademark or other intellectual property rights and, very often, minimum
purchase requirements. The distributor operates in its own name, on its own
account and bears the collection risk. The agreement can be qualified as a
framework agreement with successive delivery of goods whereby the individual
delivery qualifies as a purchase agreement or a contract for work.
In practise, the legal distinction between distribution and agency agreements
plays an important role. Contrary to the agent, the distributor acts in its own
name and on its own account. Therefore, the distributor creates its own
customers, which does not entitle him to be compensated for in case of
termination of the distribution agreement.
Applicable law
Detailed information
Frequently asked questions
Useful links
This site has been prepared by:
Ulrich Eisenring
Corporate Counsel
Basilea Pharmaceutica Ltd.
Grenzacherstrasse 487
4058 Basel
Switzerland
Tel: +41 61 6061 111
Fax: +41 61 6061 112
www.basilea.com
Related publication:
Distribution Agreement
April 2006 | 
