One of the most important differences is the lack of regulation in distribution agreements compared to agency contracts. It is clear from March 130/15, based on doctrine and jurisprudence, that the most notable differences in these two contracts are: a typical distribution agreement governs the general conditions under which the supplier provides goods and/or services to a distributor for resale in a given territory. Therefore, when a company continuously buys products from a producer for resale, its intention is to treat it as a “distribution contract.” And why? Mainly because of goodwill compensation (customer): this compensation does not apply to delivery contracts, but it is precisely through this analogy that this is possible in a distribution contract. And if the relationship between the producer and the retail trade has lasted several years, the amount of this remuneration may be of some importance (up to the annual average of gross margins over the last five years). Finally, we must say that these are two separate treaties and that differences must be taken into account in the decision to use one or the other. It is important that the distribution agreement (and related agreements . B agency and licensing agreement) are carefully dragged on key issues, including: but beware, as not all continuous supply contracts can be considered “distribution contracts”. You should seek advice in each case. In Spain, a sales contract requires more than a certain number of purchase and resale products.
The following list helps you check whether a particular business relationship is closer to a continuous delivery agreement or distribution agreement with the possibility of benefiting from the goodwill compensation mentioned in this case: Agency agreements give agents much more power and liability. They are also generally much riskier for the principle. Agents can market a voucher or service on behalf of the customer. They may also enter into distribution and other contracts on behalf of the contracting entity, depending on the specific terms of the agency agreement and the nature of the goods or services. This is useful for companies that have a new product or service and want to increase market awareness and revenue in new territories. A supply contract (“agreement”) regulates the obligations between the parties to sell and purchase quantities of products over a specified period of time. The agreement can also define the conditions for the resale of these goods. As a result, November 647/5 of 2013 found the same differences as the March 15 Supreme Court decision. The main point is that the differences between the two contracts cannot be resolved by analogy of the agency contract law.
The analogy should only be applied if there is a reason to support it in these agreements.