Selective distribution (Commercial) meaning

This Checklist sets out the key considerations when evaluating non‑compete provisions in vertical arrangements (such as supply contracts) under the UK’s vertical block exemption: The Competition Act 1998 (Vertical Agreements Block Exemption) Order 2022, SI 2022/516 (VABEO). For a general overview of the VABEO, see Introduction to the application of Chapter I to vertical agreements and, for full guidance (including on non‑compete clauses), see The Competition Act 1998 (Vertical Agreements Block Exemption) Order 2022. For a checklist covering non‑compete provisions under the EU’s corresponding regime, the Vertical Block Exemption Regulation 2022/720, see Assessing non–compete clauses in vertical agreements under the EU’s Vertical Block Exemption Regulation 2022/720—checklist Is there a 'vertical agreement' and would the VABEO apply? For the purposes of this Checklist, we proceed on the basis that a vertical agreement is in place...

This Checklist sets out the key points to weigh when reviewing non-compete provisions in vertical arrangements (including supply arrangements) under the EU’s Vertical Block Exemption Regulation 2022/720 (VBER 2022). It keeps the focus on how such restrictions are treated within the VBER 2022 framework and where to find further guidance... For a general overview of VBER 2022, see Introduction to the application of Article 101 TFEU to vertical agreements. For comprehensive detail (covering non-compete clauses), refer to The Vertical Block Exemption Regulation 2022/720. For the UK’s parallel regime and a dedicated Checklist, see Assessing non–compete clauses in vertical agreements under The Competition Act 1998 (Vertical Agreements Block Exemption) Order 2022—checklist. Is there a 'vertical agreement' and would the VBER 2022 apply? For the purposes of this Checklist, it is assumed that a vertical agreement is in place...

Vertical agreements Under section 2(1) of the Competition Act 1998 (CA 98), vertical agreements are banned. The Digital Markets, Competition and Consumers Act 2024 (DMCC Act) has revised the language in section 2 so that, in specified situations, it captures arrangements carried out beyond the UK. The prohibition covers agreements between undertakings, concerted practices, and decisions of associations of undertakings that have as their object or effect the prevention, restriction or distortion of competition within the UK, or any part of it, and which may influence trade in the UK or a part of it where such agreements, decisions or practices are implemented, or intended to be implemented, in the UK. In all other instances, the ban extends to conduct likely to have an immediate, substantial and foreseeable impact on trade within the UK or a part of the UK. In addition, section 2(3) CA 98 requires that an agreement is implemented, or intended to be implemented, in the UK. As indicated above, the DMCC Act adjusts the scope...

ARCHIVED: This Practice Note is now archived and is no longer being actively maintained. On 10 May 2022, the Commission introduced a new Vertical Block Exemption Regulation 2022/720 (VBER 2022). From 1 June 2022, the VBER 2022 superseded the earlier Vertical Restraints Block Regulation 330/2010 (VBER 2010, also called the VRBE within this Practice Note). This Practice Note was originally prepared for the VBER 2010 specifically. Note—the VBER 2010 expired on 31 May 2022 and, with effect from 1 June 2022, was replaced by the VBER 2022. Under Article 10 VBER 2022, there was a 12 month transition period (ending on 31 May 2023) for pre-existing vertical agreements already in force on 31 May 2022 that satisfied the conditions for exemption under the VBER 2010 on 31 May 2022 but failed to satisfy the conditions for exemption under the VBER 2022. Accordingly, this Practice Note is provided for background reference only...

This Practice Note explores how manufacturers and distributors of goods work together, concentrating on the distribution contract that should govern their dealings. It touches on issues that arise before signature and outlines the key clauses—covering territory, appointment, the manufacturer’s duties, the distributor’s duties, pricing and payment, intellectual property, title in goods, data protection and termination. For template agreements, see Precedents: Distribution agreement—exclusive—long form, Distribution agreement—non-exclusive—long form and Selective distribution agreement—non-exclusive. General Unlike agency arrangements, few statutes regulate distribution in the UK beyond domestic competition law, so the parties’ contract largely dictates their relationship. A manufacturer typically wields less day‑to‑day control over a distributor than a principal does over an agent. The distinction is that an agent sells in the name of, and on behalf of, its principal, while a distributor purchases and resells on its own account. Accordingly, in a principal–agent set‑up, the principal commonly determines matters such as pricing, marketing, publicity and end‑user supply terms; by contrast, a manufacturer will usually exert far less influence over these...

This Agreement is entered into on [ date ]. Parties [ insert name of party ] [ of OR a company incorporated in England and Wales under number [ insert registered number ] whose registered office is at ] [ insert address ] (Manufacturer); [ insert name of party ] [ of OR a company incorporated in [ country ] under number [ insert registered number ] whose registered office is at ] [ insert address ] (Distributor); Each of the Manufacturer and the Distributor is a party, and together they are the parties. Background (A) The Manufacturer produces [ and supplies ] the Products. (B) The Distributor agrees to distribute [ and support ] the Products on a non-exclusive basis within the Territory in accordance with the provisions of this Agreement...

This Agreement is entered into on [ insert date ] Parties 1 [ insert name of party ] [ of OR a company incorporated in [ England and Wales ] under number [ insert registered number ] whose registered office is at ] [ insert address ] ( Manufacturer ) 2 [ insert name of party ] [ of OR a company incorporated in [ England and Wales ] under number [ insert registered number ] whose registered office is at ] [ insert address ] ( Distributor ) (The Manufacturer and the Distributor are each a party and, collectively, both the parties.) Background (A) The Manufacturer [ manufactures and ] supplies the [ [ luxury OR premium OR top of market ] ] Products, which are [ associated with [ high OR the highest ] standards of quality in their field ]. (B) The image, and the level of service linked to the Products, are of [ the...