The Non-Resale Agreement is essential for businesses operating in Germany who need to maintain control over their distribution channels and protect their commercial interests. This document is typically used when a supplier or manufacturer needs to restrict how their products are resold or redistributed in the market, whether for brand protection, quality control, or regulatory compliance reasons. The agreement must carefully navigate both German national law (particularly the GWB) and EU competition law, especially regarding vertical agreements and territorial restrictions. It's particularly relevant in scenarios involving specialized products, luxury goods, or items requiring specific handling or qualified sales support. The document includes comprehensive provisions for monitoring compliance, enforcement mechanisms, and remedies for breach, while ensuring the restrictions remain within legal boundaries under German and EU law.
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1. Parties: Identification and details of the contracting parties, including registered addresses and company registration numbers
2. Background: Context of the agreement, business relationship, and purpose of the restrictions
3. Definitions: Key terms used throughout the agreement, including Products, Territory, and Restricted Activities
4. Scope of Supply: Details of the products or services covered by the agreement
5. Resale Restrictions: Specific prohibitions on resale, including territorial restrictions and customer group limitations
6. Permitted Uses: Explicit description of allowed uses and circumstances for the products/services
7. Compliance Requirements: Obligations regarding regulatory compliance, record-keeping, and reporting
8. Term and Termination: Duration of the agreement and circumstances for termination
9. Consequences of Breach: Remedies and consequences for violating the resale restrictions
10. Confidentiality: Obligations regarding confidential information exchange
11. Governing Law and Jurisdiction: Specification of German law as governing law and jurisdiction for disputes
1. Quality Control: Required when the products need specific handling or storage conditions
2. Marketing Restrictions: Include when controlling how products can be advertised or promoted
3. Audit Rights: Include when supplier needs right to verify compliance
4. Insurance Requirements: Include for high-value or high-risk products
5. Data Protection: Required when personal data processing is involved
6. Export Control: Include for products subject to export restrictions
7. Force Majeure: Include for long-term agreements or when supply chain disruptions are likely
8. Assignment and Subcontracting: Include when transfer rights need to be restricted
1. Schedule 1 - Product List: Detailed list of products subject to resale restrictions
2. Schedule 2 - Territorial Restrictions: Specific geographical limitations and exceptions
3. Schedule 3 - Approved Customer Categories: List of customer types to whom resale is permitted
4. Schedule 4 - Compliance Procedures: Detailed procedures for ensuring compliance with resale restrictions
5. Appendix A - Reporting Templates: Standard forms for required compliance reporting
6. Appendix B - Technical Specifications: Product specifications and handling requirements
Relevant legal definitions
Clauses
Relevant Industries
Automotive
Electronics
Pharmaceuticals
Luxury Goods
Industrial Equipment
Medical Devices
Software and Technology
Telecommunications
Chemical Industry
Consumer Goods
Aerospace and Defense
Relevant Teams
Legal
Commercial
Supply Chain
Sales
Procurement
Compliance
Business Development
Distribution
Contract Management
Risk Management
Relevant Roles
Legal Counsel
Commercial Director
Supply Chain Manager
Sales Director
Procurement Manager
Compliance Officer
Business Development Manager
Distribution Manager
Channel Manager
Contract Administrator
Chief Legal Officer
Head of Commercial Operations
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