French Commercial code
In forceI.-The written agreement concluded either between the supplier and the wholesaler, as defined in I of article L. 441-1-2, or between the wholesaler and the distributor or service provider sets out the reciprocal obligations to which the parties are committed at the end of the commercial negotiations, 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.
II.-Without prejudice to articles L. 442-1 to L. 442-3, any amendment to the agreement referred to in I of this article shall be set out in writing, stating the new element justifying it.
III.-In order to help determine the agreed price, the agreement referred to in I sets out the following obligations:
1° The terms and conditions of the sale of products or services, including price reductions and, where applicable, the types of situation and the terms and conditions under which derogations from the terms and conditions of the sale may be applied;
2° Commercial cooperation services designed to promote the marketing of the supplier's products or services, which the wholesaler provides to the supplier, or of the wholesaler's products or services, which the distributor or service provider provides to the wholesaler, which do not fall within the scope of the purchase and sale obligations, specifying the purpose, the planned date, the terms of performance and the remuneration of 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 foster the commercial relationship, either between the supplier and the wholesaler, or between the wholesaler and the distributor or service provider, specifying for each the subject, the scheduled date and the terms and conditions of performance, as well as the overall remuneration or price reduction relating to all of these obligations...;
4° The purpose, date, terms and conditions of performance, remuneration and products to which any service or obligation under an agreement entered into with a legal entity located outside French territory, with which the distributor is directly or indirectly linked, relates.
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 the agreement 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, in its relationship with the wholesaler, and the wholesaler, in its relationship with the distributor or service provider, shall communicate their general terms and conditions of sale defined in article L. 441-1-2, within a reasonable time before 1 March or, for products or services subject to a particular marketing cycle, before the starting point of the marketing period.
VI.-Articles L. 441-4 and L. 443-8 do not apply to wholesalers either in their dealings with suppliers or in their dealings with distributors or service providers.
