Vertragshändler-Vertrag | DE-German

Authorized dealer agreement - can be used for contracts within Germany and for international contracts worldwide.

ORGALIME 2023
20 pages

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Delivered as a download

Can be used as a non-exclusive authorized dealer agreement and as an exclusive distribution agreement, as well as for distribution territories within and outside the EU/EEA.

The model contract is intended for distribution agreements with distributors abroad. It is suitable for contracts with distributors who carry out their activities within the member states of the European Union (EU) and the other states of the European Economic Area (EEA) as well as for those who carry out their activities outside this area. For this reason, some clauses contain so-called EU/EEA variants and non-EU/EEA variants that are tailored to the business in question.

This Orgalim contract template has been in existence for many decades and has always been one of Orgalim's most frequently used templates. It is updated whenever necessary to take account of legal developments. This new version reflects the changes in EU competition law resulting from the new rules adopted by the European Commission in 2022 (in particular the Block Exemption Regulation on the application of Article 101(3) of the Treaty on the Functioning of the European Union to categories of vertical agreements and concerted practices (Commission Regulation (EU) No 2022/720)). This new Block Exemption Regulation replaces Regulation No. 330/2010.

The various topics covered in this publication include the scope of exclusivity of the distributor, the scope for out-of-territory sales, the duration of the agreement, restrictions of competition, minimum quantities, trade secrets and intellectual property rights. The model agreement is based on an exclusive distribution agreement, but contains instructions for converting it into an authorized dealer agreement without exclusive distribution.

Non-exclusive authorized dealer agreements
This model contract is primarily intended for exclusive distribution agreements. According to Regulation 2022/720, exclusivity can be up to 5 distributors with distribution rights for a given territory, but this model contract is based on the idea that exclusivity means only one distributor for the territory in question. The parties may enter into a distribution agreement on a non-exclusive basis, i.e. the supplier may appoint other distributors for the same territory. The distributors would then operate in competition. This model agreement can easily be converted into a non-exclusive distributor agreement. Instructions for the conversion are attached after the text of the model contract.