Whether the distribution rights are exclusive or not, the achievement of performance targets, i.e. actual sales on the time line during the period of cooperation between the parties, seems to be decisive in verifying the distributor`s performance. Indeed, the introduction of recognized (but creative) legal mechanisms allows the trader to properly construct and exercise the market in question (. B for example, an additional period of time for which exclusivity does not depend on a minimum) and, on the other hand, optimally protects the manufacturer/supplier in the form of a partial or total market loss, since the distributor is not present in this market (for example. B the definition of a rigid minimum for a given period, the presentation of an activity report and a binding sales forecast, the obligation to order a product manager, advertising, etc., the non-compliance with all the above provisions allowing the manufacturer/supplier to terminate exclusivity (or the whole agreement). g. The obligations of the recipient party under this section 6 remain in the event of termination or non-renewal of that contract for a period of [number of years] of years. In order to avoid any doubt, the distributor`s client and negotiator lists are considered protected information under this agreement. In light of all that has been said above, the need for an organized and binding written agreement between the parties – the manufacturer/supplier on the one hand, and the distributor on the other – seems obvious.
In the absence of a written agreement, the intentions and behaviour of a party are interpreted according to the choice of the law in force. A distribution agreement concerns the sale of goods between commercial parties bound by a contract and, therefore, the traditional international rules, including contracts governing those relationships (. For example, the UN Convention on International Contracts for the Sale of Goods, Incoterms and European Directives governing the purpose of compensation for the victim), and the rules of legal choice (contract law, property rights, etc.). We emphasize that these universal rules can vary considerably in the interpretation of the concrete case and interpret differently the initial intentions of the parties in the different aspects of the confrontation between them.