Cross-border: Commercial and International Trade

Drafting note for the standard document agency agreement, primarily designed for the appointment of an exclusive sales agent who is authorised to negotiate and enter into contracts of sale on the principal's behalf.

Continuing the flow chart guide series on EU competition rules, this article looks at the treatment of agency arrangements under Article 85(1), what restrictions and obligations are outside Article 85(1) and the Commission's review of its 1962 notice.

On 4 July 2012, the European Parliament gathered in plenary session refused to give its consent to the conclusion of the Anti-Counterfeiting Trade Agreement between the EU and its member states, Australia, Canada, Japan, the Republic of Korea, the United Mexican States, the Kingdom of Morocco, New Zealand, the Republic of Singapore, the Swiss Confederation and the United States of America. (free access)

This article overviews the main legal and commercial issues to be considered when appointing a distributor and looks at the provisions commonly found in distibutorship agreements.

A checklist of the matters which may be contained in a franchise operations manual.

A checklist of the main issues to be considered when appointing a distributor and drafting a distribution agreement.

An explanation of commissionaire arrangements and their benefit including an explanation of the permanent establishment rules.

The Court of Appeal has refused to imply a term to relieve a party adversely affected by variations to the euro/sterling exchange rate (Proctor & Gamble Company and others v Svenska Cellulosa Aktiebolaget SCA and another [2012] EWCA Civ 1413).

On 10 December 2012, the Council adopted a Resolution approving the launch of an EU customs Action Plan to combat intellectual property right infringements for the years 2013 to 2017. The Council Resolution was published in the Official Journal on 19 March 2013.

On 3 July 2012, the European Parliament adopted its position at first reading on a European Commission proposal for a Regulation of the European Parliament and of the Council concerning customs enforcement of intellectual property rights.

A specimen agreement primarily designed for appointing an exclusive distributor in respect of a particular territory or a particular customer group. The agreement is intended to satisfy the requirements of the EU vertical agreements block exemption (Regulation 330/2010/EU) and, in particular, is drafted on the assumption that the supplier's share of the market on which it supplies the relevant goods or services does not exceed 30 per cent; the purchaser's share of the market on which it buys those goods or services does not exceed 30 per cent; and the distributor does not compete with the supplier at the level of the production or manufacture of the products covered by the distribution agreement.  The agreement may also be adapted for where the distributorship is sole or non-exclusive, but is not intended for use as a selective distribution arrangement.

The rules governing the termination of distributorships differ from jurisdiction to jurisdiction, giving rise to potentially complex issues for the parties to an international arrangement. This feature sets out the legal issues regarding termination that should be considered when establishing a distribution arrangement, with reference to the law and practice in France, Germany, Italy, The Netherlands, the UK and the US.

The ECJ has considered when a trader's activities are directed at consumers in other Member States under the Brussels Regulation in the joined cases of Peter Pammer v Reederei Karl Schlüter GmbH & Co KG (Case C-585/08) and Hotel Alpenhof GesmbH v Oliver Heller (Case C-144/09).

The European Data Protection Supervisor has issued an opinion on the European Commission's draft regulation concerning customs enforcement of intellectual property rights.

The series on executing contracts continues with an analysis of the rules in the Netherlands. The article includes a checklist on the checks that a party should make when contracting with a Dutch company.

An outline of the EU legislative process and its interpretation in the UK.

Standard form execution clauses (or attestation clauses) for the execution of  deeds and documents by a company incorporated outside the United Kingdom, together with guidance notes on the applicable formailties of execution.

In October 2001, the French Supreme Court held that an employer was not entitled to intercept e-mails stored in an archive file headed 'personal'.

Franchise structures and regulation and the scope for using franchising to expand internationally.

A practice note covering the reasons for including governing law and jurisdiction clauses with drafting guidance.

Illinois has announced that it will introduce an amendment to the Illinois Vehicle Code that will allow the vehicle owners of Illinois to submit licence application forms and other documentation in digital form to the vehicle agency and pay vehicle fees and taxes electronically.

A new Council regulation came into force on 1st July, 1995 to encourage closer links between customs authorities and holders of intellectual property rights to fight against counterfeiting and piracy.

A note on the considerations when deciding whether to undertake arbitration to settle a dispute, outlining the difference between administered and ad hoc arbitration.

The extent to which parties can choose the governing law of an international commercial contract and what happens in the absence of such a choice of law.

Specimen international agreement for the supply of goods, drafted from the point of view of a supplier resident in the UK who is selling goods to a customer resident in another country. Although the agreement is drafted on the basis that English law applies, it is intended to provide a plain English, jurisdiction-neutral starting point for local counsel to adapt for use in cross-border transactions.

Spain is following the example of other EU countries such as Italy and Germany by introducing legislation specifically dealing with electronic signature (see www. plcinfo.com, 'E-commerce in Italy', New Law, EC, 1999, IV (7), 88).

Drafting notes for a standard document letter of intent on a cross-border private company acquisition. Includes key legal, negotiating and drafting issues for a buyer and seller.

Skeleton master franchise agreement, primarily designed for the appointment of a master franchisee who is granted an exclusive right to operate itself and to grant (or sub-franchise) franchises within a territory.

The second article in our two-part guide to multi-jurisdiction outsourcing analyses the key employee issues to be considered when implementing an outsourcing arrangement. For the first part to this guide, please see www.practicallaw.com/A29670.

Information about the OECD, publications on regulatory reform, trade and economics, competition law and policy, journal, committee reports and competition analysis.

The European Commission will shortly be seeking views on possible amendments to the Directive on product liability (85/374/EEC) and the Directive on general product safety (92/59/EEC).

A look at the practical steps that a company should take when it has placed a potentially defective product on the EU market.

The Committee on the Environment, Public Health and Consumer Protection of the European Parliament has proposed that the existing directive on product liability (85/374/EEC) should be amended.

How distribution structures for goods can have a significant effect on customs value, including an analysis of prior sale structures.

Continuing the flow chart guide series on the EC Block Exemptions, this article explains how suppliers of cars, technical products and luxury brands can select their dealers without falling foul of EU competition law.

The second of two articles considering the main contractual terms of an overseas supply and installation contract, including force majeure, cost price adjustment clauses, acceptance testing and quality of performance warranties.

A detailed review of provisions applying to the exclusive distribution block exemption.

Continuing the series of flowchart guides to the EC block exemptions with an analysis of the franchise agreement block exemption, the restrictions and obligations that are exempted and what to do if the block exemption is not available.

An update on the proposed changes to the Product Liability Directive (85/374/EEC) considered by the Environment Committee.

The second article in our major new series on standard contractual clauses that work in international contracts examines how to allocate liability between parties that assume obligations together.

The UK and Canada have signed a joint statement encouraging the promotion of e-commerce and e-government.

The Plymouth Superior Court in Massachusetts has ruled that e-mail correspondence is capable of giving rise to a legally binding contract.

A consideration of the tax and practical issues that arose in the merger between UK's Vodafone and US company AirTouch.