French Commercial code
In forceI.-A written agreement concluded between the supplier, with the exception of suppliers of products mentioned in article L. 443-2, and the distributor or service provider sets out the reciprocal obligations to which the parties are committed at the end of the commercial negotiation, in compliance with articles L. 442-1 to L. 442-3. This agreement is drawn up either in a single document or in a package formed by a framework contract and application contracts.
I bis.-The reciprocal logistical obligations to which the supplier and the distributor or service provider are committed, in particular the amount of the penalties referred to in Article L. 441-17 and the methods for determining this amount, shall be the subject of a written agreement, separate from that referred to in I of this article. The provisions of IV of this article relating to the 1 March deadline do not apply to this agreement.
The expiry or termination of the agreement referred to in the first paragraph of this Ia may not result in the automatic termination, where applicable, of the written agreement referred to in I.
II.-Without prejudice to Articles L. 442-1 to L. 442-3, any amendment to the agreement referred to in I shall be set out in writing, stating the new factor justifying it.
III.-The agreement referred to in I sets out the following obligations for the purpose of helping to determine the agreed price:
1° The conditions of the transaction for the sale of products or the provision of services, including price reductions, and, where applicable, the types of situation in which and the terms and conditions under which derogating conditions for the sale transaction may be applied ;
2° Commercial cooperation services, suitable for promoting the marketing of the supplier's products or services, which the distributor or service provider renders to the supplier, not covered by the purchase and sale obligations, specifying the purpose, the planned date, the terms and conditions of performance, the remuneration for these services as well as the products or services to which they relate and the overall remuneration relating to all of these obligations ;
3° Other obligations intended to promote the commercial relationship between the supplier and the distributor or service provider, specifying for each the purpose, the planned date and the terms of performance, as well as the overall remuneration or price reduction relating to all of these obligations.
4° The purpose, date, terms of performance, remuneration and products to which it relates of any service or obligation covered by an agreement entered into with a legal entity located outside French territory, with which the distributor is directly or indirectly linked.
IV.-The agreement referred to in I is entered into for a term of one, two or three years, no later than 1 March of the year in which it takes effect or within two months of the start of the marketing period for products or services subject to a particular marketing cycle. Where it is concluded for a period of two or three years, it sets out the terms and conditions under which the agreed price is to be revised. These arrangements may provide for one or more available indicators reflecting changes in the price of factors of production to be taken into account.
V.-The supplier shall communicate its general terms and conditions of sale to the distributor within a reasonable period of time before 1 March or, for products or services subject to a particular marketing cycle, before the starting point of the marketing period.
