Franchising and Distribution law

Franchise and Distribution Law comprises contractual and strategic assistance for companies in regard to marketing and sales. Distribution contracts include all contracts that are concluded for the purpose of marketing and selling a product or a service. We will develop in consultation with you a suitable distribution contract to specifically meet the needs of your strategy. Franchising does not consist of merely offering a certain product and/or service; instead, the franchisor offers an entire business concept to the franchisee.

Austrian, German and international Franchise Law, master franchise contracts, area development contracts

Franchising is a sales technique in which a particular business concept may be used for a certain period for a fee. In Austria, there is no act governing franchising. Instead, the legal ramifications are drawn from a number of statutory provisions (sales agency, trademark licensing, Antitrust Law, Corporate Law, etc.). Franchise agreements govern the entire franchise-related cooperation between the franchisor and the franchisee, from training to operating an online store. We support our clients in implementing the agreement, from the pre-contractual phase to on-going advice in the course of a franchise system and termination of franchise agreements, and handle legal disputes as well. We also advise franchisees in reviewing franchise contracts, assist in the judicial and extrajudicial enforcement of contractual claims and post-contractual claims, in particular regarding compensation claims under the law of agency and capital reimbursement claims. Moreover, we cooperate with an extensive network of franchise experts with whom we will gladly put you in touch. Franchise concepts can also be implemented by means of shop-in-shop agreements. In this case, a specific concept is integrated additionally into an existing distribution system. Area developer contracts are concluded for example between a franchisor and an area developer. The area developer seeks the right franchisee, assists the franchisor in the development of the market and provides support for the franchisee following the conclusion of the contract.
In these cases we provide advice in connection with the contract negotiations and implementation of the strategy.

Commercial Agency Law and agency contracts

Commercial agents act on behalf and for the account of the principal. Commercial agents essentially procure orders for their principals. We offer services such as contract drafting, contract review, judicial and extrajudicial pursuit of contractual and post-contractual claims, such as compensation claims under the law of agency. Agency contracts include agreements between manufacturers/authorised dealers and agencies where a certain person/business offers certain products/goods for sale to retailers. The retailers then conclude a contract directly with the manufacturer.

Distribution agreements

Authorised dealership contracts, general importer contracts

An authorised dealer act in his own name and for his own account on behalf a manufacturer. The authorised dealer buys the products of the supplier and resells them mostly to retailers. Depending on the contract area, the authorised dealer may act as an area distributor (e.g. a province) or a general importer (e.g. contract area Austria). Sometimes these contracts are also referred to as distribution agreements or specialist dealer agreements. We offer services such as contract drafting, contract review, judicial and extrajudicial enforcement of contractual and post-contractual claims, such as compensation claims under the law of agency.

Supply contracts, exclusive supply contracts

Supply contracts are concluded for an extended period of time and regulate, in addition to payment and delivery terms, also liability and storage issues as well as industrial property rights. Antitrust regulations, in particular, may impose certain limits for exclusive supply agreements.
We offer assistance in contract drafting, contract review, judicial and extrajudicial pursuit of contractual and post-contractual claims.

Selective distribution

Systems whereby only selected, exclusive partners are appointed as distribution partners are known as "selective distribution". This form of distribution is mostly used for very high-quality branded products. Especially dealership agreements are governed by EU antitrust provisions, which only apply to selective distribution systems and are mandatory. We provide assistance in connection with selective distribution systems, also as far as the contractual implementation of the selective distribution system with exclusive partners is concerned.

Motor vehicle distribution

Motor vehicle distribution governs contractual relations between motor vehicle manufacturers or importers and motor vehicle dealers or garages. In particular, EU antitrust law requires compliance with certain provisions for motor vehicle distribution and the management of spare parts and repair works. We will gladly assist you in the preparation, review and termination of motor vehicle distribution agreements as well as the judicial and extrajudicial pursuit of contractual and post-contractual claims.

Sponsorship agreements

Sponsors support certain projects through services or materials. Sponsorships are not only found in the sports world. Sponsorship agreements are concluded to govern the services and considerations. We provide assistance in the drafting of the contract as well as in the pursuit of contractual claims.

Customer protection agreements

Customer-base protection is not only found in commercial agency and dealership agreements. Customer-base protection is especially important when agreements are concluded between competitors. Data protection, in particular, must be ensured.

Merchandising contracts

Merchandising agreements govern, i.a. the use of protected names or signs for commercial or distribution purposes in combination with a specific medium. Merchandising agreements serve to grant protected rights and define their usage. Merchandising is found in many fields, for example in the toy industry, the food industry, advertising, fashion, etc. Our services range from contract drafting to the enforcement of rights.

Direct marketing contracts

In direct marketing, the distribution partner sells directly to the customer, without requiring a separate business location. Direct marketing also includes contracts concluded between companies and agencies that carry out direct marketing activities, e.g. by email or regular mailings. By now, social media are already also being used for direct marketing.
Direct marketing contracts also include multi-level marketing. This form of marketing must not be confused with illegal pyramid schemes. Pyramid schemes focus rather on the recruitment of additional sub-distributors.
We provide assistance ranging from the drafting and review of contracts to the enforcement of claims in court and out-of-court.

Fashion Law

Fashion law is composed of multiple different fields of law. With regard to distribution law there are especially the fields of direct selling, selling through sales manager/trading agency or through license- or franchise agreements important to mention. Furthermore in the Fashion sector there are purchase agreements as well as delivery- and export agreements, aside from individual Agreements and the use of General Terms and conditions.

Fashion is mostly sold through fashion agencies and subsequently through local specialist stores which are independent from their trademark and production headquarters. Especially with regard to fashion agencies there are the subject areas termination of contracts, compensation claims, sample collections, book excerpts etc. relevant themes. We advise you beside these subject areas also concerning the development of your distribution strategy, the creation as well as the verification of contracts and their termination.