Supplier and Distributor Obligations in France — Duties, Assistance, Transparency & Penalties

Because French law has no single statutory regime for the distribution contract, most of what a supplier and a distributor owe each other is what they have written into their agreement — the purchase quotas, the stock and presentation standards, the exclusivity, the assistance. But that contractual freedom does not float free. Layered over it is a body of public-order rules — the transparency of commercial relations, the invoicing and payment regime, the ban on abusive practices between businesses — that applies to any agreement concerning products or services marketed in France, whatever the parties have agreed. The obligations of a distribution relationship therefore come in two registers, and both have to be read together.

This guide takes the distributor's obligations, then the supplier's, then the point on which foreign suppliers are most often caught — liability despite the distributor's legal independence — and finally the mandatory rules that neither side can drop. Where an obligation is examined in depth elsewhere — the resale-price limits, the significant-imbalance rule, the detail of the terms of sale — we cross-refer rather than repeat.

What does the distributor owe?

The distributor is a buyer-reseller, so its obligations turn on buying the supplier's products and reselling them. There is a structural point behind them: a distribution framework does not merely prepare the sales that will follow but, in a continuing relationship, effectively imposes them, since the distributor must buy the products simply to carry on its business. The obligations below are therefore not optional add-ons to a one-off sale but the terms of a relationship the distributor has committed to feed. They fall into four groups.

Purchase — quotas, minima and exclusivity

The distributor may be bound to buy a determined quantity through a quota or minimum-purchase clause. Absent precision, this is generally analysed as an obligation of means expressing a target, though sometimes as an obligation of result whose non-performance engages liability; where the quotas or minima are fixed unilaterally by the supplier, the judge reviews whether they are reasonable and binding, an excessive figure being liable to eliminate the distributor artificially. The distributor may also undertake to buy only the supplier's products (an exclusive purchase, or monomarquisme); absent such a stipulation it remains free to carry competing lines.

Stock and assortment

The distributor is commonly required to hold, beyond an initial minimum assortment, a range defined by the supplier together with the new products the supplier launches — the aim being to widen the final customer's choice. A minimum annual turnover or purchase figure is also common, to recoup the supplier's promotion and marketing costs; but the amount must be reasonable, because an excessive figure could artificially eliminate selectable distributors. And the distributor's purchases from the supplier cannot be refused on the ground that they will later be resold to other members of the network.

Resale

A minimum resale volume may be imposed provided it does not eliminate competing suppliers. The distributor must remain master of its resale prices: a minimum resale price cannot be imposed (only a maximum or a recommendation), a point developed in our guide on imposed prices. A selected wholesaler may be barred from selling to end users (a protection for the retailers who are its customers), but a network member cannot be barred from cross-supplying other members.

The price the distributor pays

On the buying side, the distributor is bound to pay the agreed price — which, in a relationship that endures, is often fixed unilaterally by the supplier through a "catalogue price" mechanism. Since the reform of the law of obligations that is permissible in a framework contract (Civil Code, Art. 1164), subject to the sanction of an abuse in the unilateral fixing of the price, which gives rise to damages and possibly resolution of the contract. The detail of the price obligation is developed in our guide on exclusive purchase and supply.

Presentation and control

The distributor may be required to sell the products in their original state and packaging, in the approved establishment, and in a valorising — or at least non-devaluing — environment; and, in a selective network, to verify the professional status of its buyers and keep the invoices for possible control by the supplier.

Selling, promotion and after-sales

Beyond buying and stocking, the distributor typically owes a set of active selling duties, which the contract spells out: the method of prospection, advertising, sales promotion, the sales quotas to be met, the level of stock to build and maintain, the conditions of use of the mark protecting the products, and the conditions of delivery from producer to distributor. Where the network is organised around after-sales, the distributor must also provide the warranty and maintenance services. By reason of the network effect — and of the EU competition principle that the consumer's freedom to buy from the distributor of its choice must be backed by the ability to obtain the service and warranty attached to the product from any other network member — it may be required to serve not only its own customers but the customers of other members. In the motor-vehicle sector this is reinforced by a distinct regulation (Regulation (EU) 461/2010), under which a concessionaire must ensure warranty and maintenance even for vehicles sold by other concessionaires, or by out-of-network resellers.

What does the supplier owe?

The supplier's obligations mirror the distributor's, and they are more substantial than foreign principals often expect.

Supply

The supplier is, evidently, bound to supply its products to the distributor — an obligation with teeth: a distributor has been able to obtain the forced performance of delivery of its orders.

Respecting the exclusivity

Where it has granted an exclusivity, the supplier must respect it — and, depending on the object of the exclusivity, may even be required to have it respected. It can be reproached for supplying, within the territory, another reseller or a consumer, unless it has reserved that possibility. Selling into a protected territory exposes the supplier to liability and to termination of the contract. To make the exclusivity workable, the parties often agree an order-transfer clause: the supplier passes to the distributor any order it receives from a consumer situated in the exclusive zone, so that resellers or consumers in the territory can be supplied directly by the supplier only where delivery takes place outside the territory and they bear the transport costs themselves.

Steering the range

The supplier keeps room to shape what is sold. Under the conditions the contract provides, it may unilaterally evolve its product lines and require the distributor to concentrate its efforts on the new products; but, by virtue of the warranty against eviction, it cannot forbid the distributor from continuing to sell the older ones.

Assistance — and its limits

The supplier is often bound to contribute to the distributor's efforts by giving it material, technical and commercial assistance. Material assistance is the provision of equipment and distinctive elements (signage, panels); technical assistance is the training given to the distributor and its staff and the handling of technical difficulties in marketing or after-sales; commercial assistance is the running of promotional operations and sometimes participation in the distributor's own advertising and promotion. But the assistance owed is limited: a restrictive conception of the general duty of good faith excludes any reinforced cooperation and prevents impairing the substance of the parties' rights and obligations, and there is the ever-present risk of the supplier's interference (immixtion) in the distributor's independent business.

Pre-contractual information

Where the distributor operates exclusively or almost exclusively under the supplier's mark, the supplier must give the pre-contractual information required by Article L 330-3 before the contract is concluded — including on the scope of the agreed territorial exclusivity.

Good faith — a duty, but a bounded one

Running through all of this is the general duty of good faith, which governs the negotiation, formation and performance of every contract. In distribution the courts apply it in a deliberately restrictive conception: it excludes any reinforced cooperation and cannot be used to impair the substance of the parties' agreed rights and obligations. It has real content at the edges — a party may not, for instance, adapt or end the relationship in a way that deliberately contradicts and disappoints the counterpart's legitimate expectations — but it is not a licence for a court to rewrite the bargain or to impose a partnership the parties did not agree. The balance the case law strikes is between the freedom and economic efficiency that justify a party's contractual choices and the loyalty that forbids abusing them.

Can the supplier be liable despite the distributor's independence?

This is the trap. The distributor is an independent trader, and that independence in principle excludes any recourse by the distributor's own customers or suppliers against the supplier — they contracted with the distributor, not with it. But the independence is not an absolute shield, and two routes lead back to the supplier.

Liability through assistance

By reason of the very assistance it provides, the supplier can see its liability engaged toward the distributor's customers or suppliers and be ordered to compensate them. The more closely the supplier involves itself in the distributor's operations — training, technical support, promotion — the more it risks being treated as answerable for the consequences, which is the practical reason the duty of assistance is kept within limits.

Liability for abusive support

The supplier can also incur liability for abusive support (soutien abusif) — in particular where, as part of financial assistance, it grants the distributor excessive supplier-credit that allows it to continue an irremediably compromised activity, thereby committing a fault directly related to the creation of the distributor's liabilities. A supplier that props up a failing distributor to keep a network point alive can find itself contributing to the very insolvency it prolonged.

Liability by doing too little

The exposure is not only in doing too much. A supplier can also be reproached for its laxity in supervising the network — for example where it exercises insufficient control, where it fails to enforce a default-termination it had provided for although it knew or could not ignore the distributor's default, or where it does not ensure that the distributor correctly applies a promotional offer run for the whole network. The relationship is one of collaboration, and the supplier's duties run in both directions: too little supervision and too much support can each be a fault.

The mandatory transparency rules

Over the agreed obligations sits the public-order floor. Articles L 440-1 to L 444-8 apply to any agreement between a supplier and a buyer concerning products or services marketed in France, and are of public order (Art. L 444-1 A). Three transparency requirements bear directly on the relationship.

General terms of sale

The general terms of sale (CGV) must be in writing and include the payment conditions and the elements determining the price — the schedule of unit prices and any price reductions — and must be communicated to any professional buyer who requests them (Art. L 441-1). A service provider owes every recipient the information obligations defined in Article L 111-2 of the Consumer Code (Art. L 441-2). And although a seller remains free, absent abuse of right, not to sell, once it enters commercial negotiation with an operator it must do so on the basis of its terms of sale (Cass. com., 28 Sept. 2022, no. 19-19.768) — the CGV are, in French practice, the reference point of the negotiation, not mere boilerplate. The detail of the terms of sale is treated in our dedicated CGV guide.

The single agreement

Where the law requires it, the commercial relationship between a supplier and a distributor or service provider must be formalised in a written "single agreement" (convention unique) under Articles L 441-3 and following — the instrument that consolidates, in one document, the conditions of the sale and of the commercial-cooperation and other services, together with the resulting price. Its content and timing are prescribed, and the assessment of commercial practices in this field may be submitted to the Commercial Practices Examination Commission (commission d'examen des pratiques commerciales, Art. L 440-1), whose referral is left to the discretionary appreciation of the trial judges.

Invoicing and payment

Every purchase of products or supply of services for a professional activity is invoiced under Article L 441-9, and the invoiced price must be paid within the periods fixed by Articles L 441-10 and following. The specific payment-period caps — a point on which French law is prescriptive and strictly enforced — are set out in our guide on commercial terms and payment.

Abusive practices to avoid between the parties

The relationship must also stay clear of the abusive practices of Articles L 442-1 and following, which recur precisely in supplier-distributor dealings. Several bear on the day-to-day of the relationship rather than only on its termination.

• Advantage without consideration. Obtaining an advantage that corresponds to no consideration, or is manifestly disproportionate to it, engages liability (Art. L 442-1, I, 1°). Only an advantage falling outside the obligations of purchase and sale, granted by the supplier to the distributor, need have as its counterpart a commercial service effectively rendered (Cass. com., 25 June 2025, no. 24-10.440).
• Significant imbalance. Subjecting a partner, or attempting to subject it, to obligations creating a significant imbalance in the parties' rights and obligations engages liability (Art. L 442-1, I, 2°) — a control that has been held to reach even an economic or price imbalance, so it can bear on the substance of the deal, not only on procedural clauses.
• Discriminatory conditions. Practising or obtaining discriminatory prices, payment periods, or sale or purchase conditions not justified by real consideration, and thereby creating a competitive disadvantage for the partner, is caught.
• Bad-faith negotiation. Failing to conduct the commercial negotiations in good faith, with the result that no contract is concluded by the statutory deadline of 1 March, engages liability (Art. L 441-3).

These are treated in depth in our fair-trading guides; the point here is that they are obligations of the ongoing relationship, not only rules for its end.

Logistics penalties: who can charge whom?

A specific regime governs the penalties the parties impose on each other for logistics failures, and it is deliberately even-handed and capped. A written agreement between the supplier and the distributor, distinct from the single agreement that binds them (Art. L 441-3, I bis), may fix — within a ceiling — the penalties imposed on the supplier for the non-performance of contractual commitments such as a late or non-compliant delivery (Art. L 441-17). Symmetrically, the supplier may impose penalties, also capped, on a distributor that fails to perform its own contractual commitments (Art. L 441-18).

Two features matter. First, the penalties are capped in both directions — the regime exists to discipline penalty practices that had become one-sided, notably in large-retail supply, not to license unlimited charges. Second, the supplier-side penalties must be fixed in a document distinct from the single agreement, a formal requirement that is easy to overlook and that structures how the logistics arrangements are papered. Because these provisions are part of the public-order transparency regime, they apply whatever the parties' own contract says, and a penalty that ignores the cap or the required form is exposed regardless of the counterpart's agreement to it.

Can the supplier restrain the distributor after the contract ends?

Only within tight limits — and this is a point on which French law is stricter than many networks assume. A supplier sometimes stipulates a post-contractual non-compete on the former distributor, to stop it, by continuing to operate in the territory it had been given, from diverting to its own profit the clientele that might otherwise go to the new distributor. Two constraints bear on such a clause.

Competition law

A post-contractual non-compete is an excluded restriction under the block exemption (Reg., Art. 5(1)(b)): the clause does not benefit from the exemption and must be justified on its own, even though the rest of the agreement can remain exempt.

Article L 341-2 of the Commercial Code

More sharply, Article L 341-2 deems "non-written" any clause that has the effect, after the term or termination of one of the distribution contracts it covers, of restricting the commercial freedom of the distributor — subject to narrow statutory conditions. Its reach is debated. It plainly catches an express non-compete or non-affiliation clause; harder questions arise over, for instance, a preference pact or a unilateral promise of sale allowing the network head to acquire the distributor's business on exit, which the Competition Authority has itself identified as an obstacle to changing banner. And because the text targets "any clause having the effect" of the restriction after one of the linked contracts ends, a post-term non-compete can be caught wherever its support has that effect — even a clause placed in a company's articles rather than in one of the contracts of the indivisible set (Art. L 341-1).

Who owns the clientele?

Underlying all this is a principle that shapes what a post-term restraint can protect: the commercial clientele cannot, in law, be appropriated as such, because it is not a good but the fruit of the business — gathered by whoever organises and exploits the attractive elements of the fonds de commerce at its own risk. A supplier cannot, through a restraint, simply reclaim a clientele the distributor built at its own risk; it can only protect legitimate interests within the bounds Article L 341-2 leaves open.

Have you covered both sides? A quick obligations check

A distribution contract that leaves one side's core obligations unstated is where disputes begin. The table gathers the duties each side typically owes; the checklist that follows then lets you check your own agreement against them. Both are orientation aids, not a substitute for advice on a specific contract.

Does your contract cover both sides' duties?

Read your agreement against the items below, grouped by side. On the distributor's side: purchase quotas or minima (and whether they are obligations of means or of result), set reasonably; exclusive purchase or multi-brand, and the stock and assortment obligations; and the resale conditions — presentation, approved outlet — with resale prices left free. On the supplier's side: the supply obligation and respect for any exclusivity granted; the assistance owed (material, technical or commercial) and its limits; and the pre-contractual information under Article L 330-3 where the distributor is mark-exclusive. On the public-order floor: written CGV, the single agreement, and invoicing and payment terms in order; and any logistics penalties capped and, on the supplier side, in a distinct document.

The distributor and supplier duties are matters for your contract; the public-order items apply whether or not the contract mentions them. Indicative only, not legal advice.