Distributorship Agreement: It is a type of agreement between the manufacturer / exporter company and the company that will distribute or market the products of this company abroad. The essence is that the goods purchased from the supplier are resold under the agreement rules.
Agency Agreement: It can be summarized as the execution of the commercial business of the exporter company on behalf of the company in return for a profit. It is based on providing a service within the framework of an agreement made with the exporter company.
Within the framework of general practice, the agency is authorized to sign the agreements that will bind the supplier company. On the other hand, the agreements made by the distributor do not put the supplier company under any obligation. In this context, while the contracts made for the sale of products in the agency are between the supplier and the customer, the distributors make the product sales agreements on their own behalf. Generally, the agency does not enter into any obligation under the sales agreement made on behalf of the supplier. For example; The seller, that is, the supplier company, bears the risk of uncollected receivables. The exporter is obliged to pay commission to the agency over the sale. The distributor makes the sale independent of the supplier (on his behalf). While there is a control authority over the price in the sales made through the agency, the price control of the supplier may be limited in the distributor sales. The supplier company determines the suitable agreement type for it, depending on the current / planned business volume for the country, price policy, market information, risk preferences and personnel structure.
The purpose of the agency / distributorship agreement is basically; To define the relationship between the two organizations, to establish this relationship on a legal basis, to determine commercial goals and working methods, to show how to resolve any disputes that may arise.
It should be stated that in such agreements to which companies will be a party, the definition of the agreement, ie the agreement made, is a distributorship / agency agreement. Since these agreements require a more detailed regulation in terms of purpose and scope than other agreements, the subject of which is purchase and sale, it is recommended that the terms of the agreement be carefully examined and determined by the parties. It is important that the agreement is written down in as much detail as possible in order to avoid possible disputes.
Once the deal has been reached, it may be a good idea to test the broker's performance before a binding contract is signed. It will be easier to end the relationship if the performance of the agent is not satisfied. When signing a brokerage agreement, it is helpful to learn about the laws in force in the broker's country and to consult a lawyer. It is useful to be particularly careful with cancellation clauses. A text of thirty days notice of the cancellation is sufficient. No one wants to be legally bound by a potentially hostile distributor or agent after a warning. In some countries, as per the legislation, you cannot cancel the distribution contract just because you want it. Local laws may require you to take back unsold goods and refund shipping. In the event of a cancellation, local laws governing distributor compensation should be reviewed in advance. If a single distributor is used for distribution to many countries, the country with the most appropriate laws regulating distribution relations should be selected. It is helpful to sign the contract after it has been approved by a lawyer or an expert.
Anlaşma Tarafları / Contracting Parties / Vertragsparteien
Ürün Tanımı / Product Description / Produktbeschreibung
It should also be explained whether the distributor has the right to market the new products to be issued by the exporter and whether he is free to market similar products.
The exporter should retain the right to discontinue production by providing reasonable justification to the seller / agent. Representation of competitor products can only be released or completely canceled under certain conditions. Therefore, the concept of competitive, non-competitive product should be clearly stated.
Es sollte auch erläutert werden, ob der Händler das Recht hat, die vom Exporteur auszustellenden neuen Produkte zu vermarkten, und ob er ähnliche Produkte vermarkten kann.
Der Exporteur sollte das Recht behalten, die Produktion einzustellen, indem er dem Verkäufer / Vertreter eine angemessene Begründung gibt. Die Vertretung von Konkurrenzprodukten kann nur unter bestimmten Bedingungen freigegeben oder vollständig storniert werden. Daher sollte das Konzept eines wettbewerbsfähigen, nicht wettbewerbsfähigen Produkts klar festgelegt werden.