Outsourcing the selling function of your business
WBW commercial solicitors advise individuals or businesses on the legal and commercial issues related to how goods or services are sold. Whether you are are a business (deciding whether to appoint agent, supplier, distributor or franchise) or an individual (who is considering becoming an agent, supplier, distributor or franchisee) our experienced commercial solicitors can advise you. We will assist you with drafting, reviewing and negotiating the commercial agreement to suit you needs.
Frequently Asked Questions
When to consider an Agency Agreement? »
An agency agreement exists where one party, the agent, has authority from another party, the supplier, to introduce orders from a third party, the customer, or to create a legal relationship between the supplier and the customer. An agent can be an individual or a company in a specific area where they have an existing understanding or presence in the market in order to generate sales for and raise the profile of the business.
An agent usually benefits from the relationship by receiving a commission from the supplier. An agent does not contract with customers in his own right and he therefore generally has no liability to them. The purpose of a written agency agreement is to define the actual authority and duties of the agent as well as specifying his rights.
If an agent is being appointed for a territory within the European Union, careful consideration needs to be given to the implications of legislation The Commercial Agents Regulations 1993. In particular, compensation may be payable to the agent on termination of the contract.
Hide this answerWhen to consider a Supply Agreement? »
A product supply agreement is an agreement between a supplier and a buyer for supply and purchase of products. The agreement documents the terms upon which the parties agree to supply and purchase products from each other. The agreement makes the buyer and seller understand their responsibilities and obligations under the agreement.
It is important that the rights and liabilities of the parties are properly identified and described in a Supply Agreement. Supply agreements which have not been professionally drafted can be incomplete and lead to uncertainty when a dispute arises.
Hide this answerWhen to consider Distribution Agreement? »
A distributorship arrangement exists where one party, the distributor, buys goods on his own account from a manufacturer or reseller, the supplier, and resells them to customers.
In contrast to an agent, a distributor usually has no authority to create a contract between the supplier and customer. The supplier has no contract with the customer of the distributor, although he may have liability under general legal principles or under product liability legislation. A distributor takes more financial risk than an agent but this should be reflected in the margins on resale of the product(s). These will generally be greater than commission payable to an agent.
The purpose of a distributorship agreement is to determine the rights and obligations of the parties and in particular the restrictions on competition which can be properly accepted by each party.
Hide this answerWhen to consider a Franchise Agreement? »
An agreement between two parties which grants the franchisee a right to exploit a franchise in return for direct or indirect financial consideration and includes obligations as to name, sign and presentation of shop premises, communication of know-how to the franchisee and continuing provision of commercial or technical assistance for the duration of the agreement.
In essence, the franchiser licenses the franchisee to use the franchiser's distinctive trading format while remaining an independent trader. The franchiser is paid royalties for the licence to use his intellectual property rights and maintains control over the franchisee, to protect those rights and maintain the reputation and identity of the franchise.
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