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European Union: Arbitration clauses can look sophisticated but poorly drafted clauses create a procedural dispute about institution, seat, rules and tribunal composition before the merits are reached.
2026-09-18 · 3 minEuropean Union · Assignment, M&A and Change of ControlAssignment, M&A and Change of Control: EU DistributionEuropean Union: When a brand is acquired, a distributor changes owners or the business moves to an affiliate, does the old contract follow? Exclusivity, deposits, customers, debts and licenses can fall into a gap if assignment rules are unclear.
2026-09-18 · 3 minEuropean Union · Agency Authority and Unauthorized CommitmentsWhen an Agent Exceeds Its Authority: EU DistributionEuropean Union: Whether an agent may sign, quote, discount, collect money or make after-sales promises often receives little attention until something goes wrong. The real questions are the scope of authority, what the customer reasonably understood, wheth
2026-09-18 · 3 minEuropean Union · Distributor Breach, Cure Periods and DowngradeResponding to Distributor Breach and Cure Notices: EU DistributionEuropean Union: Missed targets, unpaid invoices, price disruption, cross-territory sales or after-sales failures do not automatically justify immediate termination. The distinction between ordinary and material breach, cure periods and supply-suspension ri
2026-09-18 · 3 minEuropean Union · Commission, Rebates and Customer AttributionResolving Commission and Customer Attribution Disputes: EU DistributionEuropean Union: Commission disputes are rarely only about the percentage. More common questions involve signature vs. collection triggers, returns, global accounts, cross-period orders and tail commissions after a customer is taken direct.
2026-09-18 · 3 minEuropean Union · Product Certification, Import Compliance and Responsibility AllocationImport Compliance and Product Certification Duties: EU DistributionEuropean Union: A product legal in one country may not be legal in another. Certification, labels, import approvals, environmental, safety, wireless, electrical, food or health rules vary. A clause making the distributor responsible for “local compliance”
2026-09-18 · 3 minEuropean Union · Confidential Information, Customer Lists and Trade SecretsProtecting Customer Lists and Confidential Information: EU DistributionEuropean Union: Pricing, suppliers, customer lists, channel discounts, training materials and product plans are widely shared in distribution relationships. After a leak, the difficult questions are what was truly confidential, who had access, when it was
2026-09-18 · 3 minEuropean Union · Currency, FX, Taxes and Third-Party Payment RoutingCurrency, Tax and Third-Party Payment Routing: EU DistributionEuropean Union: Cross-border distribution may combine a USD contract, EUR quotes and payment in RMB or local currency, plus bank charges, withholding tax, VAT/GST, customs duties and third-party payment routes. Parties can end up disagreeing on the amount
2026-09-18 · 3 minEuropean Union · Customer Data, CRM and Post-Termination UseCustomer Data and CRM Access After Termination: EU DistributionEuropean Union: Who owns a customer developed by the distributor? The brand may say the customer came for the brand; the distributor may say it paid for acquisition and service. CRM, after-sales records and personal data also raise privacy issues beyond a
2026-09-18 · 3 minEuropean Union · Deposits, Performance Security and RefundsRecovering Deposits and Performance Security: EU DistributionEuropean Union: Deposits are often described simply as refundable after the relationship ends, without conditions, deductions, evidence standards or timing. The brand then withholds for alleged losses while the distributor demands immediate return.
2026-09-18 · 3 minEuropean Union · Chats, Email, E-Signatures and Cross-Border Evidence PreservationPreserving Chats, Emails and E-Signature Records: EU DistributionEuropean Union: Many disputes fail because the business knows what happened but cannot prove it. Employees leave, accounts close, platform messages expire, phones change and email access disappears before formal proceedings begin.
2026-09-18 · 3 minEuropean Union · Exclusive Territory, Protection and Reserved AccountsDefining Exclusive Territory and Reserved Accounts: EU DistributionEuropean Union: “Exclusive” creates false certainty. A distributor may believe every customer in a country belongs to it, while the brand may reserve key accounts, e-commerce or cross-border orders. The real issue is whether exclusivity applies to territor
2026-09-18 · 3 min