In most cases, the distributor acts as an intermediary between the supplier and the customer only in the economic sense. It remains legally independent because it acts in its own interest and at its own expense and has legal consequences for itself. For these reasons, Russian agency relations legislation does not apply to distribution. However, if these agreements are included in the distribution agreement, they may be unenforceable and punishable under Russian law to restrict competition (see question 3, liability in case of infringement). There is currently no established case law in this regard. However, parties are invited to submit their agreements to the Federal Agreements Service to consider whether they can be considered admissible (see question 3, Authorized Agreements). This table briefly highlights some of the most important questions you should ask yourself when designing or reviewing a distribution agreement. This is not a complete checklist, as distribution agreements can range from a very short mail-order agreement that simply allows a company to sell your products to complex, complex and complex multi-page international agreements. We also note that software-related distribution agreements require some additional thinking. So we`ve included separate software distribution forms (see Software Distribution Agreement and Section XI). They generally have the form of a licence with the right of sublicensing and, in fact, they are sometimes referred to as such and not as a distribution agreement. The question then arises as to whether the above prohibitions apply to distribution within the meaning of Russian competition law. 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. In other cases, expressly provided for in the Russian agreement or law. Parties to the distribution agreement are free to determine the duration of the distribution. There are no restrictions under Russian law, as notice is not regulated. As a general rule, distribution can be defined as an agreement under which a party engaged in a commercial activity related to the sale of property (the trader) agrees to repay the losses in the event of early termination of the contract. We also believe that the parties must “go with the river” in most distribution agreements that must last over a period of time. Product change, change of management, brand change, market taste change and, in fact, almost everything in the business environment in which manufacturers and distributors operate can virtually be guaranteed that they are significantly different ten years after the signing of the agreement. Most distribution agreements last a long time, so we believe that the letter that embodies these agreements should be flexible enough to cope with the changing environment, without the parties needing to constantly change the agreement.
However, they differ in that the manufacturer wishes to retain the absolute right to redirect its distribution or to make any other changes to the distribution agreement it wishes. It may want to replace distributors at a later date, or it may eliminate all distributors and sell directly. She might even want to leave the store in a certain line. The manufacturer will also want to protect its interest in its own brand, so that the distributor does not have any rights to it. The distribution agreement must also contain delivery conditions (see question 24).