A merchant agreement generally defines the terms of sale of products purchased by the distributor, the expected obligations and responsibilities of the distributor, and the circumstances under which the contract may be terminated. A merchant contract can also determine the means of payment, the date of delivery and the extent of the merchant`s territorial rights. If the product is branded, what right does the distributor have to use the mark? Can he just put a sign in his window, on which we can see the mark? Can he use the mark on his header or other written documents? Can he use the brand in his name? If you are the distributor, you wish to assert all your rights, because without a contract or trademark license, the general rule is that you do not have the right to use the trademark, except as expressly granted by the trademark holder. From the manufacturer`s point of view, the key is to make sure that you retain all rights to your brand. It is acceptable for the distributor to use it, but you certainly do not want to lose your exclusive rights to the brand by granting these rights to the distributor. (c) restrictions on the supplier`s activity. Subject to Article 2, point (d), this article, the supplier may not obtain from its distributors any obligation for territories other than the territory: (i) set up a storage or point-of-sale office for products in the territory, (ii) carry out promotional activities concerning products intended primarily for customers present in the territory and (iii) request orders for products from potential customers in the territory. It is important that the distribution agreement defines the products to be obtained. If you are the distributor, it is not a good idea to base the product description on a brand. What happens if the manufacturer changes its brand? Below are a few questions that need to be taken into account when developing the provisions of the product agreement. If the merchant is expected to call customers at a specific frequency, this should be clarified. Recent court proceedings have ruled that a manufacturer can impose a compromise clause in a distribution contract, even though the distributor`s basic right includes federal cartel laws.
To some extent, this is a departure from previous legislation, which stipulated that requests for federal agreements were not deviating. In the past, it was thought that because antitrust laws are part of our public policy, the distributor must have the right to have such an application challenged in a federal court and that the courts must enforce those laws, regardless of the existence of an arbitration agreement.