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DISTRIBUTION AGREEMENT

An important distinction must be made between distributorships where the territory is limited to, or
includes, Belgium and those where that is not the case. It is generally accepted that the Belgian
Act of July 27, 1961 on the unilateral termination of exclusive Distribution Agreements of indefinite
duration (hereinafter the 1961 Act) is not of mandatory application to the latter category of
distributorships and, therefore, the parties can validly choose to apply the law of a country other
than Belgium and need not accept the jurisdiction of the Belgian courts. Although slightly less clear,
case law now seems to (hesitantly) accept that the parties to this type of Distribution Agreement
can even opt for the applicability of Belgian law and the jurisdiction of the Belgian courts while
expressly excluding the applicability of the 1961 Act.
There is still a fair amount of uncertainty with regard to the first category of Distribution
Agreements. Most of the literature adheres to the position that the parties to this type of
agreement can validly choose to apply non-Belgian law before another countrys courts, provided
the country whose law governs the Distribution Agreement and the country whose courts have
jurisdiction are signatories to the Brussels Regulation or the Lugano Convention. The case law is
split on this issue. However, it seems to be generally accepted that the parties to the first type of
Distribution Agreement cannot validly opt for the application of Belgian law before the Belgian
courts and simultaneously exclude application of the 1961 Act. If a Belgian court has jurisdiction
over this type of agreement, the 1961 Act automatically applies.
A more theoretical (and in practice less relevant) distinction should also be made between
agreements of indefinite and definite duration and between exclusive and non-exclusive
distributorships. The 1961 Act is theoretically applicable only to exclusive Distribution Agreements
of indefinite duration. However, in practice, many so-called non-exclusive distributorships are in
fact exclusive (because a second distributor was never appointed for the territory or for other
reasons) or quasi-exclusive (i.e., they are subject to obligations akin to those incumbent on an
exclusive distributor). Furthermore, agreements of definite duration often continue after expiry or
are not properly terminated in accordance with the provisions of the Act and therefore become
agreements of indefinite duration. For further details, reference should be made to the provisions
of the 1961 Act.
The model agreement provided hereunder is a Distribution Agreement, exclusive or nonexclusive, of definite or indefinite duration where the territory is (or includes) Belgium. This model
cannot be used for car dealerships, which are governed by the EU Motor Vehicles Block
Exemption.
THIS AGREEMENT IS MADE AND ENTERED INTO
between
__________, a company incorporated and existing under the laws of __________, with its
registered office at __________ [address] and registered with RPR/RPM in __________ [judicial
district] under number __________ (the Manufacturer)
and
__________, a company incorporated and existing under the laws of Belgium, with its registered
office at __________ [address] and registered with RPR/RPM in __________ [judicial district]
under number __________ (the Distributor).
The Manufacturer and the Distributor are hereinafter collectively referred to as the Parties.

WHEREAS the Manufacturer wishes to appoint the Distributor as [an exclusive] [a non-exclusive]
distributor of the Products in the Territory (as defined below), and the Distributor wishes to sell and
promote the Products in the Territory under the terms and conditions set forth hereunder;
NOW, THEREFORE, the Parties have agreed as follows:
Article 1 Object of the Agreement
1.1.

The Manufacturer hereby appoints the Distributor, who accepts, as [its exclusive] [a nonexclusive] distributor for the products [under the brand names] described in Annex I
(hereinafter the Products) in the territory mentioned in Annex II (hereinafter the Territory).

1.2.

The Manufacturer shall, however, continue to be entitled to sell the Products directly to the
customers mentioned in Annex III. The customers listed in Annex III are existing customers
of the Manufacturer at the time of signature of this Agreement 1.

1.3.

If a customer established on the Territory and not mentioned in Annex III wishes, or if the
Distributor is of the opinion for economic reasons (such as the need to guarantee a more
competitive sales price) that it would be preferable for the Products to be sold and delivered
directly by the Manufacturer or any of its subsidiaries, the Distributor shall inform the
Manufacturer to this effect, and the Manufacturer will handle the order as it deems fit 2.

1.4.

The Distributor undertakes to refrain from advertising the Products, establishing a sales
office or branch, or keeping a warehouse for distribution of the Products outside the
Territory and, in general, shall not actively solicit orders for the Products from customers
located outside the Territory.

Article 2 Commencement and Duration


[optional] [Definite duration] This Agreement shall commence on __________ [date] [on the date
appearing on the signature page] / [on the date of signature by the last signing Party] (the Date)
and shall, subject to the provisions of article 9, continue in effect for an initial fixed period, ending
on __________ [date].
Unless terminated by either Party by registered mail to the other Party no earlier than 6 months and
no later than three months prior to expiry of the initial period or current term, this Agreement shall
be automatically renewed for successive periods of __________ year(s) 3.
[optional] [Indefinite duration] This Agreement shall commence on __________ [date] / [on the
date appearing on the signature page] / [on the date of signature by the last signing Party] (the
Date) and shall, subject to the provisions of article 9, continue in effect for an indefinite duration.
This Agreement may be terminated by either Party at any time upon prior written notice by
registered mail to the other Party of __________ months, starting the first day of the month
following the date of delivery of the termination letter in accordance with article 12.7. 4
1In an exclusive Distribution Agreement, the manufacturer usually reserves the right to make direct sales. Drafting
a list of existing customers at the beginning of the relationship is hence useful, especially when it comes to
calculating any payment for goodwill due to the distributor upon termination of the agreement.
2As long as direct sales occur only occasionally, it is customary for the distributor to receive a commission on
such sales, although this is not required.
3The requirement that notice of non-renewal be provided between the sixth and third month preceding expiry
of the (current) term applies only to exclusive Distribution Agreements (article 3bis of the 1961 Act). Please
refer to the discussion of exclusivity (and the flexibility inherent therein) in the introduction. Even so,
exclusive Distribution Agreements of definite duration can only be validly renewed twice for a fixed term and
automatically become agreements of indefinite duration as of their third renewal.
4The 1961 Act applies to exclusive distributors active on (any part of) the Belgian territory. The Act does not
set a minimum notice period and only requires that the notice of termination by the manufacturer be

Article 3 Purchase of the Products


3.1.

The Distributor shall purchase the Products only from the Manufacturer or from any other
supplier agreed in writing with the Manufacturer, and the Manufacturer shall sell the
Products to the Distributor subject to availability. The Manufacturer is entitled to refuse, for
any justified reason, including lack of payment on previous deliveries, any order placed by
the Distributor.

3.2.

The current purchase prices for the Products are listed in Annex IV and may be changed by
the Manufacturer at any time, provided the Distributor receives 30 days advance notice to
this effect. Orders accepted by the Manufacturer before the effective date of any change
shall be handled at the lower of the two prices (previous or new).

3.3.

All sales prices payable by the Distributor are exclusive of import duties, VAT and any
similar sales tax, which shall be paid by the Distributor in addition to the sales price.

3.4.

The Parties agree that timely payment by the Distributor of invoices relating to the Products
is essential to the continuation of this Agreement, and in addition to and without prejudice to
the accrual of interest on all late payments as of the due date at __________ per cent
(__________ %), non-payment or late payment by the Distributor shall constitute a material
breach of this Agreement within the meaning of article 9.

3.5.

Unless expressly agreed otherwise between the Parties, each sale of Products by the
Manufacturer to the Distributor is subject to the Manufacturers general terms and
conditions in force at the time. The general terms and conditions of sale currently in force
are set forth in Annex V.
The Manufacturer retains the right to amend its general terms and conditions of sale at any
time. New or amended general terms and conditions shall be applicable as of the 30 th day
following their communication to the Distributor5.

3.6.

The Manufacturer reserves the right at any time to change, reduce or expand the list, range
or portfolio [or branding] of Products and/or to replace previous versions of a Product with a
newer version of the same Product, upon communication of this information to the
Distributor, without the creation of any rights on the part of the Distributor or any liability on
the part of the Manufacturer. While the Distributor automatically becomes the distributor,
under the same terms and conditions, for any new version of a Product that replaces an
existing Product, it does not become the distributor of a new product added by the
Manufacturer to its range of Products, e.g. as the result of an internal development or
acquisition by the Manufacturer [or of different branding of a product], unless explicitly
stated by the Manufacturer.

Article 4 Sale of the Products


4.1.

The Distributor shall sell the Products in its own name and on its own behalf. The
Distributor shall use, at its expense, its best efforts to promote, maintain and increase sales

reasonable. Reasonableness, in turn, will depend on the length and success of the relationship, among other
factors. It is thus not possible to determine what constitutes reasonable notice in advance, but notice of 3 or
6 months is often provided and compensation in lieu of notice is paid to cover the difference between the
contractual notice period and the notice period required by law (which is often longer). In addition, under
certain conditions, an additional payment may also be due to the distributor for goodwill and other items.
5General terms and conditions of sale normally contain provisions on the payment of invoices, late payment
charges, delivery terms, transport and delivery costs (e.g. INCO terms), transfer of title and of risk, retention of
title, etc.

of the Products on the Territory. Where applicable, the Distributor shall assist customers
and provide post-sale and all other standard dealer services.
4.2.

The Distributor undertakes to comply in its own name and at its expense with all formalities
required by any applicable law in promoting and selling the Products on the Territory. If
required, the Manufacturer shall provide the Distributor with all documents and/or useful
information in its possession.
If for any reason whatsoever, an authorization and/or a registration required to promote and
sell the Products in the Territory is not obtained within the first 6 months of the period of
validity of the present Agreement, this Agreement shall be automatically rescinded and
shall be considered never to have existed.

4.3.

The Distributor acknowledges that all information relating to __________ 6 of the Products
to be sold under this Agreement, regardless of whether such information has been provided
by the Manufacturer, is confidential information that belongs to the Manufacturer. Upon the
termination or expiry of this Agreement for any reason whatsoever, the Distributor must
return this information to the Manufacturer.

4.4.

[optional] The Distributor undertakes to purchase each year a minimum quantity of the
Products [Products having a minimum aggregate value in euros], as provided in Annex VI.
This minimum [quantity] / [amount] shall be reviewed each year by the Parties, it being
understood that if the Parties do not reach an agreement by the end of ________ [month]
of the then current year, the [quantity] / [amount] from the previous year shall apply plus
__________ per cent (__________ %). In the event of a change to the Product list, range
or portfolio pursuant to article 3.6., such [quantity] / [amount] shall be adapted accordingly.
The Parties agree that fulfilment by the Distributor of its obligation under this article is
essential to the continuation of this Agreement, and any non-fulfilment by the Distributor of
its obligation, even partially or marginally, shall constitute a material breach of this
Agreement within the meaning of article 9.

Article 5 Other Obligations of the Distributor


5.1.

The Distributor undertakes to:


(a) maintain a place of business with adequate facilities, including [a showroom and]
storage facilities, to strive to ensure maximum sales and timely delivery, to prevent any
deterioration of the Products, and to maintain an adequate and rotating stock of the
Products in light of the orders that could be placed by customers in the Territory;
(b) employ staff with specialised knowledge of or technical training regarding the Products;
(c) not alter, remove or tamper with the marks, trademarks, numbers or other means of
identification on the Products, it being understood that if the Distributor so requests, the
packaging of the Products delivered pursuant to this Agreement shall contain any
specific references required by the laws of the Territory, when and as indicated by the
Distributor. The costs incurred by the Manufacturer in affixing such references shall be
borne by the Distributor (or, as the case may be, by the Manufacturer and subsequently
charged back to the Distributor by means of an invoice);

6 Such as manufacture, assembly or composition instructions, as well as formulae and ingredients.

(d) grant the Manufacturer access to any of its premises during regular business hours so
that the Manufacturer may inspect and verify compliance by the Distributor with its
obligations under this Agreement;
(e) not to appoint any sub-distributor or agent or any other intermediary for the Products
without the prior consent of the Manufacturer, whose consent cannot be unreasonably
withheld;
(f) comply with all laws and regulations regarding the import, sale, promotion and
marketing of the Products within the Territory and, in general, represent the Products
fairly and avoid misleading or unethical business practices.
5.2.

The budget and the cost of all advertising activities for the Territory shall be determined by
the Parties annually. The Distributor shall bear all advertising costs incurred in accordance
with this paragraph. Either Party may initiate complementary advertising activities or
promotions. The Manufacturer shall provide the Distributor, where useful, with sales
literature, service manuals, etc. in [English]. Any translation into another language shall be
at the sole expense of the Distributor. Additional advertising or promotional materials
prepared by the Distributor for circulation or publication in the Territory must be submitted to
the Manufacturer in advance for comment. In the absence of the Manufacturers express
objection within 5 business days following receipt of the materials, they shall be deemed
accepted.

5.3.

The Distributor shall be liable for and shall hold the Manufacturer harmless against claims
by any third party relating to the Products that are based on or originate in (i) a violation by
the Distributor, through an act or omission, of any of its obligations under this Agreement or
(ii) any event or circumstance that took place after delivery of the Products to the
Distributor.

5.4.

At the Manufacturers request, the Distributor also undertakes to:


(a) provide the Manufacturer, no later than 30 days before the beginning of each quarter,
with a forecast of projected orders (by Product type and quantity) for the coming 3
months; Products will not be delivered within the first 90 days following receipt of the
order;
(b) at the end of November of each year, to provide a budget for the coming year.

Article 6 Intellectual Property Rights


6.1.

The Distributor agrees that all trade names, trademarks, domain names, copyrights, trade
secrets, and all other intellectual property rights related to the Products are and shall
remain at all times the exclusive property of the Manufacturer. Any use by the Distributor of
any such trade name or trademark, domain name, word, logo, sign, or other intellectual
property right related to the Products, whether in connection with the Distributors trade
name, corporate name or otherwise, requires the prior consent of the Manufacturer.

6.2.

The Manufacturer warrants to the Distributor that the Products and their delivery on the
Territory shall not give rise to any claims from third parties on the basis of intellectual
property rights. In the event of a dispute with a third party, the Manufacturer shall ensure
that all measures are taken in order to allow the Distributor to continue distributing the
Products in the Territory. The Parties agree to share any costs incurred in relation to legal
proceedings necessary to allow the Distributor to continue distributing the Products.

6.3.

The Distributor warrants to the Manufacturer that it holds all rights required to make use of
any specific references requested pursuant to article 5.1. and which are affixed to the
packaging of the Products sold under the Agreement in the Territory. The Distributor shall
indemnify the Manufacturer for any claims by third parties following the fixation by the
Manufacturer of these references on the packaging of the Products and shall reimburse the
Manufacturer, at its first request, for all expenses incurred in refuting such claims.

6.4.

The Distributor undertakes to promptly notify the Manufacturer of any act of unfair
competition, illegal trade practices or piracy, or infringement of intellectual property rights
that the Distributor may discover on the Territory. The Distributor shall not take any action
with regard to such acts without the prior consent of the Manufacturer.

Article 7 Non-compete Obligation


For the duration of this Agreement, the Distributor shall not manufacture, sell or offer for sale,
directly or indirectly, or use any other means with a view to marketing, either as principal,
distributor, agent, intermediary or in any other capacity within the Territory, any item or product not
manufactured by the Manufacturer that in any way competes directly with any of the Products
(because they are identical, similar or substitutable). The Parties agree that products originating
from the manufacturers listed in Annex VII 7 shall be deemed competing products for the purposes
of this Agreement8.
Article 8 Confidentiality
8.1.

The Manufacturer and the Distributor undertake to keep confidential and not to divulge to
any third party for the duration of this Agreement as well as at any time thereafter any
confidential information, reports, records or other restricted documents concerning the
other Party or its activity which they have received or obtained in the framework of this
Agreement. Each Party shall ensure that its directors, employees, agents and other
intermediaries are bound by a similar duty of confidentiality.

8.2.

Upon termination or expiration of this Agreement for any reason whatsoever, the Distributor
shall immediately return to the Manufacturer any documents containing restricted
information about the Products, the market, sales of the Products, the Manufacturer, or its
business, etc. provided by the Manufacturer in the framework of this Agreement.

Article 9 Termination
Notwithstanding any provisions to the contrary in this Agreement, the Manufacturer has the right to
terminate this Agreement, effective immediately, at any time and without prior notice or
compensation in lieu thereof nor any goodwill indemnity by sending a fax and a registered letter to
the Distributor in the event:
(a) [optional] the Distributor has failed to reach, on the last day of any given twelve-month
period, a [quantity] / [amount] equivalent to [100%] / [75%] / [etc.] of the annual
aggregate [quantity] / [amount] set forth in Annex VI or as agreed between the Parties
or established by contract, pursuant to article 4.4.; the Distributor must be notified of
termination of the Agreement on this basis by registered mail no later than the end of
7It should be noted that a provision forbidding the Distributor from distributing competing products will almost
always increase the amount of potential compensation due the Distributor upon termination.
8Depending on the market share and other factors, it is recommended to limit the non-compete obligation to 5
years. If no time limit is specified, the non-compete clause is likely to be deemed of indefinite duration and
thus not automatically exempt pursuant to article 5(a) of EU Block Exemption Regulation 2790/1999.

the second month following the twelve-month period in question, and the notice must
include the reason for the termination;
(b) the Distributor has committed a material breach (grove tekortkoming/manquement
grave) of this Agreement, including, but not limited to, lack of payment or late payment
of invoices for the Products mentioned in article 3.4., provided, however, in the latter
case, that the Manufacturer has given the Distributor prior written notice of its intention
to terminate the Agreement on this basis and a grace period of 10 calendar days in
which to settle all outstanding balances (including interest and penalties);
(c) the Distributor commits an act of dishonesty, disloyalty or fraud with respect to the
Manufacturer, its business or the Products or commits gross negligence or wilful
misconduct or breach in the performance of its obligations under this Agreement. Wilful
misconduct or breach shall be deemed to exist when the Manufacturer has given the
Distributor prior written notice of the misconduct or the breach and of its intention to
terminate on this basis and the Distributor has not changed that conduct or cured such
breach to the Manufacturers full satisfaction within 30 calendar days following such
notice;
(d) the fact that the Distributor has become insolvent or declared bankrupt, has been
dissolved or entered into liquidation, or has filed a voluntary petition for proceedings in
temporary relief (or composition) of creditors (gerechtelijk akkoord/concordat
judiciaire), provided, however, in the latter case, that the Distributor has not confirmed
within 30 calendar days following a request by the Manufacturer to that effect, that it will
continue this Agreement and honour all of its obligations hereunder 9;
(e) there is a material change in the Distributors management, business, assets or
shareholdings10.
In each case described above, the Manufacturer is entitled, at its sole and exclusive option, to
terminate the Agreement in its entirety or to terminate the Distributors exclusivity in the Territory (if
applicable).
Article 10 Consequences of Termination
Upon the termination or expiry of this Agreement for any reason whatsoever in accordance with the
provisions of this Agreement, at the moment of effective termination or expiration:
(a) the Distributor shall promptly cease to act as a distributor for the Products and promptly
halt the use of any trade names, trademarks, domain names, copyrights and trade
secrets and any other intellectual property rights relating to the Products;
(b) neither Party shall be held liable, without prejudice to any binding provisions of
applicable law, to the other Party for any damage, compensation or indemnification
based on lost profits, expenses incurred, investments made or lost, obligations entered
into, or any other mechanism or calculation11;
9Article 28.2 of the Act of July 17, 1997 on the judicial composition of creditors does not allow for a
mechanism whereby the agreement can be terminated, or is terminated automatically, solely because the
contracting party has filed for proceedings with respect to a composition of creditors. The suggestion
formulated here, that the contracting party confirm continuation of this agreement, failing which the
manufacturer can terminate, is as of yet untested in case law.
10The enforceability of a change of control clause is subject to a number of restrictions and formalities, in
particular the provisions of article 556 of the Belgian Company Code. Legal advice should be sought for
further details.
11 See footnote 4, regarding compensation in lieu of notice and payment for goodwill.

(c) any financial obligation or liability of either Party to the other Party incurred up to the
point of effective expiration or termination, including the Distributors obligation to pay
all invoices related to purchase of the Products, shall continue in effect until paid or
settled;
(d) the Distributor shall promptly return to the Manufacturer the information mentioned in
articles 4.3. and 8;
(e) the Manufacturer shall repurchase, at the Distributors request, any unsold Products at
[cost price] / [the Distributors original purchase price] / [including transportation costs],
provided, however, that such Products are [not obsolete] / [undamaged] / [not out of
production] / [still in their original packaging] / [have a remaining shelf life of at least
(days) / (months)] / [do not exceed the equivalent of __________ months of purchase
volume by the Distributor].
Article 11 Relationship between the Parties
The Distributor is solely liable for its operating costs and bears alone the risks inherent in its
business. The Distributors relationship with the Manufacturer is that of an independent reseller,
and none of the provisions of this Agreement can be interpreted to mean that the Parties have
agreed to form a company, an association or a joint venture or so as to render the Distributor an
employee or agent of the Manufacturer. The Distributor acts in its own name and on its own behalf
and has no powers to commit or bind the Manufacturer in any way or to incur any liability or
obligations for or on behalf of the Manufacturer.
Article 12 Miscellaneous Provisions
12.1.

This Agreement (and its Annexes) contains the entire agreement and understanding
between the Parties with respect to the subject matter hereof and supersedes and replaces
all prior agreements and understandings, whether written or oral, with respect to the same
subject matter still in force between the Parties.

12.2.

Any amendment to this Agreement, as well as any additions or omissions, can only be
agreed in writing with the mutual consent of the Parties.

12.3.

Neither Party shall assign or transfer any of its rights or obligations under this Agreement,
either in whole or in part, to any third party without the prior written consent of the other
Party. Any such assignment or transfer without the prior written consent of the other Party
shall be deemed null and void. However, the Manufacturer shall be entitled to assign or
transfer this Agreement, in whole or in part, to any other company of the group of
companies to which it belongs or in connection with the sale, transfer, merger,
consolidation, or any other disposition of all or substantially all of its assets or business
upon giving formal written notice thereof to the Distributor, provided such transfer or
assignment does not adversely affect the Distributors rights.

12.4.

Whenever possible, the provisions of this Agreement shall be interpreted so as to be valid


and enforceable under applicable law. However, if one or more provisions of this
Agreement is found to be invalid, illegal or unenforceable (in whole or in part), the
remainder of the provision and of this Agreement shall not be affected and shall continue in
full force and effect as if the invalid, illegal or unenforceable provision(s) had never existed.
Moreover, in this case, the Parties shall amend the invalid, illegal or unenforceable
provision(s) or any part thereof and/or agree on a new provision which embodies as closely
as possible the purpose of the invalid, illegal or unenforceable provision(s).

12.5.

Neither Party shall be liable for any failure to perform under this Agreement (except for the
payment of any sums due hereunder) if such failure is due to causes beyond its reasonable
control (overmacht/force majeure), such as, but not limited to, fire, flood, strikes, labour
disputes or other industrial disturbances, (declared or undeclared) war, embargoes,
blockades, legal restrictions, riots, insurrections, governmental regulations, and the
unavailability of means of transportation.

12.6.

Any failure or delay by a Party in exercising any right under this Agreement, the exercise or
partial exercise of any right under this Agreement, or any reaction or absence of reaction by
a Party in the event of breach by the other Party of one or more provisions of this
Agreement shall not operate or be construed as a waiver (either express or implied, in
whole or in part) of its rights under this Agreement or under said provision(s) or preclude
the further exercise of any such rights. Any waiver of a right must be express and in writing.
If there has been an express written waiver by one Party following a specific failure by the
other Party, this waiver cannot be invoked by the other Party in favour of either a new
failure, similar to the prior one, or a failure of another nature.

12.7.

All notices and other forms of communication required under this Agreement shall be in
writing and must be delivered or sent to the recipient (i) in person through a reputable
courier service, (ii) by fax with a confirmation slip, or (iii) by registered mail (with
acknowledgement of receipt), to the address indicated hereunder:
To the Manufacturer: __________
To the Distributor: __________
Any notice shall be deemed to have been delivered to the recipients address on the date of
delivery if delivered in person, 3 working days following the mailing date if sent by
registered mail, and the next working day if sent by fax.
Any Party may change the address to which notices are to be delivered or transmitted by
giving the other Party written notice in the manner set forth herein.

12.8.

Each Party shall bear its own costs (including lawyers fees and other expenses) incurred in
the preparation and negotiation of this Agreement.

12.9.

This Agreement is executed in separate copies, each of which is deemed an original and all
of which taken together constitute one and the same agreement. Translations into any
language other than English may be made but are for convenience purposes only, even
when executed by one Party or both Parties.

12.10. Articles 8 and 10 shall survive and continue in full force and effect in accordance with these
terms notwithstanding the expiration or termination of this Agreement.
Article 13 Applicable Law and Jurisdiction
13.1.

All issues, questions and disputes concerning the validity, interpretation, enforcement,
performance or termination of this Agreement shall be governed by and construed in
accordance with the Belgian law, without giving effect to any other choice of law or conflictof-laws rules or provisions (Belgian, foreign or international, including the United Nations
Convention on Contracts for the International Sale of Goods (1980) (Vienna Convention)
(if applicable)), that would cause the laws of any jurisdiction other than Belgium to be
applicable.

13.2.

Any dispute concerning the validity, interpretation, enforcement, performance or termination


of this Agreement shall be submitted to the exclusive jurisdiction of the __________
[judicial district] courts12,13.

Executed in __________ [place], on __________ [date], in two original copies, each party
acknowledging receipt of one.
FOR AND ON BEHALF OF THE MANUFACTURER
______________________________ [name]
______________________________ [title]
______________________________ [date]14
______________________________ [signature]
FOR AND ON BEHALF OF THE DISTRIBUTOR
______________________________ [name]
______________________________ [title]
______________________________ [date]Error: Reference source not found
______________________________ [signature]
LIST OF ANNEXES
Annex I.
Annex II.
Annex III.

Annex IV.
Annex V.
Annex VI.
Annex VII.

Product(s) [and brand names]


Territory
Customers to which the Manufacturer reserves the right to sell directly and/or which
are existing customers of the Manufacturer at the time of signature of this
Agreement
List of purchase prices
The Manufacturers general terms and conditions of sale
Minimum purchase [quantities] / [amounts in euro] for the first __________ years
Competing products

12 Under the 1961 Act, the judicial district in question must ordinarily be in Belgium.
13This agreement, contrary to others in this publication, does not contain an arbitration clause, because the
validity of arbitration clauses in the context of exclusive Distribution Agreements concluded for an indefinite
duration is highly uncertain, in particular in instances where the validity of such arbitration clause would lead to
the application of another law than the Belgian act of July 27, 1961 (as most recently confirmed by the Belgian
Supreme Court in its decision of October 15, 2004).
14Only if Parties do not sign on the same date and in article 2, the date of signature by the last party signing
is chosen as the date on which the contract commences.

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