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drafting a distribution agreement in France
From the parties and the grant of exclusivity to
intellectual property, competition compliance and termination — registered
French lawyers draft the distribution agreement that governs your French and
European market, in clear English. Bespoke, not templated.
- Regime & exclusivity structuring — exclusive, selective or non-exclusive
- Full clause set — IP licence, warranty, liability caps, territory, pricing & reporting framework, term & termination
- Rupture brutale protection clauses — Article L442-1, II
- Competition-compliant drafting — EU vertical restraints, active vs passive sales
- Bilingual delivery (English / French)
PETROFF AVOCATS· 182 rue de Rivoli, 75001 Paris · RCS Paris 814433470 · Toque #C2396
Why this matters
Why a French distribution agreement must be drafted, not templated
France protects distributors more aggressively than most
jurisdictions. A template imported from another legal system does not merely
fail — it manufactures liabilities that did not exist before the distribution
agreement was signed. Four drafting failures recur.
If your distribution agreement is not built around French commercial law, four risks materialise:
French law aspects to consider when drafting a distribution agreement
Understanding the French law behind a distribution agreement
Exclude indirect and consequential loss and cap total liability — the template ties the cap to revenue over a defined period.
Draft it knowing a cap does not cover gross negligence or wilful misconduct, and that a confidentiality breach is often carved out of the cap.
We confirm the address is valid for your structure, draft the supporting documents and file the registration so your Kbis issues without a rejection from the greffe.
Where a domiciliation company is used, we check the contract meets the legal conditions and that mail handling and availability obligations are actually met.
If you operate from several sites, we set the principal establishment correctly and register secondary establishments where the law requires it.
A distribution relationship is often entered into in view of who controls the distributor.
The agreement can allow termination if that control changes, or on other defined objective events, subject to notice — the court then only checks that the event occurred. Spell these events out; they are not implied.
Decide whether either party may assign or subcontract.
Where sub-distributors are used, bear in mind a sub-agent can have a direct claim against the principal for sums due.
In a framework distribution contract the supplier can fix, unilaterally, the price of the goods it sells to the distributor; the concession is valid even so.
The only limit is abuse in fixing the price, which gives the distributor damages or termination — not nullity.
This is the opposite of the resale price, which you cannot impose (Art. L 442-5 of the French Commercial Code).
The commercial relationship between a supplier and a distributor must be formalised in a written convention unique (Art. L 441-3 s. C. com.).
Your written CGV are the basis (socle unique) of the negotiation and must be given to any professional buyer who asks (Art. L 441-1 of the French Commercial Code); failure is an administrative fine of €15,000 (individual) / €75,000 (company).
Invoicing is regulated (Art. L 441-9) and payment terms are capped by Art. L 441-10 s. — you cannot simply agree longer terms.
A distribution or supply agreement that stretches payment beyond the legal ceiling is exposed regardless of what both parties signed.
Penalties imposed on the supplier for delivery defaults must sit in a separate written convention, be capped, and leave a sufficient margin of error against the volumes ordered (Art. L 441-17); the distributor's own defaults are dealt with symmetrically (Art. L 441-18).
Articles L 440-1 to L 444-8 of the French Commercial Code ( apply to any supply of goods or services marketed in France and are mandatory (d'ordre public) (Art. L 444-1 A).
Disputes on them fall within the exclusive jurisdiction of the French courts.
Articles L 440-1 to L 444-8 govern transparency and restrictive practices for any supply of goods or services marketed in France: the commission d'examen des pratiques commerciales (L 440-1); transparency — written CGV as the socle of negotiation, the convention unique, invoicing and statutory payment-term ceilings, and capped logistics penalties; abusive practices — abrupt termination, significant imbalance, advantage without consideration, resale at a loss and imposed resale prices; special rules for agricultural and food products.
The whole block is d'ordre public and within the exclusive jurisdiction of the French courts (L 444-1 A), so a foreign law or forum clause will not apply.
Absent an express choice, Rome I gives application to the law of the distributor's habitual residence (Reg. 593/2008, art. 4, 1-f); for franchise it is the franchisee's residence (art. 4, 1-e).
Choose French law expressly if you want it, and exclude the UN Sales Convention (CISG), which otherwise applies by default to international sales of goods.
Where the intermediary carries out its activity within the EU, the statutory agent's termination indemnity (Art. L 134-12) applies whatever law the parties chose (CJEU 9-11-2000, aff. 381/98). Choosing a foreign law does not escape it — which is why the drafting must keep the distributor a buyer-reseller and not an agent.
If the relationship is (or becomes) an agency, a post-term non-compete is valid only if written and limited to the sector, the clientele and the goods under the contract, for a maximum of two years (Art. L 134-14); beyond that it is deemed unwritten. No financial consideration is required (Cass. com. 4-12-2007).
During the contract an exclusive concessionaire may not compete with the supplier even without a clause (CA Paris 17-1-1989).
A post-term non-compete is valid only within the vertical-restraints block exemption (Reg. 2022/720), and for a franchise only where it is indispensable to protect the transmitted know-how and stays proportionate.
Where the supplier wrongfully terminates or refuses to renew, the compensation it owes includes taking back the stock; but absent fault and absent a clause, the distributor keeps the stock it bought firm.
A buy-back is only reliable if the contract fixes its price and its trigger.
Where you hand the distributor a stock to deliver rather than sell to it, that stock remains your property, held as a deposit (dépôt). Say so expressly, so it is not swept into the distributor's estate if it becomes insolvent.
Define force majeure, the duty to notify and mitigate, and a right for either party to terminate if the event lasts beyond a set period — the template uses three months — so a long disruption does not leave the contract in limbo.
Process
How We Draft Your Distribution Agreement
Scoping and regime selection
We assess your product, margins and territory and fix the
legal model — concession, selective, exclusive or non-exclusive distribution,
or agency — because the model decides your exit and indemnity exposure before a
single clause is written.
Structure and competition check
We set the exclusivity scope and its carve-outs, separate
active from passive sales, apply the EU vertical-restraints framework, and cap
any exclusive-purchase undertaking at ten years (Article L 330-1 of the French Commercial Code).
Drafting the full clause set
Definitions, appointment and licence, IP,
order-delivery-payment mechanics with Incoterms, minimum volumes, warranty,
liability caps, confidentiality, and term and termination — each clause drafted
to French commercial law, not adapted from a foreign precedent.
Loi Doubin and bilingual signature pack
Where exclusivity is required, we prepare the Article L
330-3 disclosure and hold the twenty-day period. You receive English and
French versions, signature-ready, with a memo explaining the operative clauses.
Ongoing Compliance Support
We remain engaged through the life of the contract so each change — and, when it comes, the exit — is handled in a way that protects your interests.
We offer strategic legal services
What Your Distribution Agreement Should Include
Parties
Identify each entity precisely and check that the signatory has authority to bind it — an agreement signed without power can be challenged later. Our database lets us confirm your French counterpart is legitimate and check for warning signs: no accounts filed, ongoing litigation, insolvency proceedings and the like — with a formal legal opinion from a French lawyer on request.Recitals
The recitals are not decoration — courts read the operative clauses in their light, so what you put there has effect. Record the background, the parties' intentions and any prior collaboration accurately. Stating that a party is an experienced professional in the field, for example, makes it harder for them to later plead error or inexperience — and holds them to a higher standard.Definitions, territory and registrations
Define Territory, Products, IP Rights and "Competing Products" tightly — loose definitions are where scope disputes start. Define territory in light of distributor's location and experience. Set who obtains and holds the product registrations, and what happens to them on termination.Appointment, licence and independence
State what the distributor may sell, where, and on what basis — exclusive or non-exclusive — and that it is an authorised distributor which cannot bind you. Keep it a genuine buyer-reseller: the independent-contractor structure is what stops the relationship being requalified as a commercial agency or a mutual-interest mandate.Exclusivity, purchasing and Doubin disclosure
If you grant exclusivity, state exactly what you reserve — direct sales, other products, other territories; courts read it strictly. You can bar active selling into a reserved territory but not unsolicited orders. Cap exclusive purchasing at ten years (Art. L 330-1), and deliver the Doubin disclosure (Art. L 330-3) at least twenty days before signature where your trademark is involved.Obligations and minimum volumes
Best-efforts promotion, trained staff and regular reporting, plus minimum sales volumes. Attach a defined consequence if they are missed — termination on notice, or a switch from exclusive to non-exclusive — drafted precisely so it carries no indemnity.Orders, delivery and payment
Set the purchase-order mechanics, the Incoterm that fixes where cost and risk pass (Ex Works or another), any credit limit, and payment terms without set-off. In a concession the distributor buys firm, so these terms carry the economics — make the ordering and payment cycle unambiguous.Trademark, works and confidentiality
A limited, revocable licence to use your mark for the distribution only; a bar on registering similar marks and on reverse-engineering; and assignment to you of anything the distributor creates around the products. Where you have developed something together, state who owns it. Confidentiality is mutual and survives termination.Warranty and liability
Fix the scope, duration and single remedy of the product warranty, and the conditions to claim it. Exclude indirect loss and cap total liability — knowing the cap does not cover gross negligence or wilful misconduct — and keep the warranty disclaimers consistent with that cap.Term, termination and boilerplate
Duration, tacit renewal, and the grounds to end it — uncured breach, insolvency, change of control, missed volumes — with a no-indemnity position where the law allows, drafted against the abrupt-termination rule (Art. L 442-1). Then the clauses that decide cases: French law and forum (Paris Commercial Court (Tribunal des Activités Economiques) or arbitration), assignment, force majeure, notices, and the pricing and quantity appendices.
Pricing
Have Your French Distribution Agreement Ready — Clear Budget, No Surprises
Pricing
From€3,499
Flat legal fee (excl. VAT) starting from
- A distribution agreement drafted in compliance with French commercial law
- Exclusivity and competition clauses that are actually enforceable
- Termination and indemnity exposure engineered to mitigate risks
- An English/French signature pack your commercial team can use
- Senior counsel from first draft to signature
What sets us apart?
Who Drafts Your Distribution Agreement?
Your Distribution Agreement Prepared by Senior French Counsel
Registered French Counsel: A French avocat registered with a French
Bar — not a paralegal service, not a template factory.
Bilingual By Default: Every distribution agreement lands in English and French,
signature-ready and consistent.
Fixed Fees, No Surprises: Quoted upfront. You know the cost before we begin the work.
Why this matters
Why a French distribution agreement must be drafted, not templated
Key point
Requalification into commercial agency.
Weak drafting can turn your distributor into a statutory
commercial agent (Articles L 134-1 et seq. of the French Commercial Code), which carries a termination
indemnity claimable as of right. The agreement must position the distributor as
an independent buyer-reseller and exclude any agency or mandat
d'intérêt commun.
Key point
An unlawful restriction on passive sales.
Under EU vertical-restraints law you may restrict a
distributor's active selling into another territory, but a
clause forcing it to refuse or refer unsolicited orders from
outside its territory is void. Territorial exclusivity has to be drafted around
that line.
Key point
A missing Loi Doubin disclosure.
Where the agreement grants exclusivity or quasi-exclusivity
and lets the distributor use your mark, a sincere disclosure document must be
delivered at least twenty days before signature (Article L 330-3) — or the
agreement can be voided.
Key point
A termination clause that ignores notice.
Ending an established relationship without sufficient
written notice triggers damages on the margin lost over the missing notice
(Article L 442-1 of the French Commercial Code), regardless of what the contract says. Exit terms must be
built for that rule.
Your French Registered Lawyer
Mariela Petrova
Avocate au Barreau de Paris
Toque #C2396
15+ Years In Corporate Practice
English · French · Russian
Practice Areas
Practice Areas
- Company Formation (SAS, SARL, SA, SCI)
- Mergers & Acquisitions, Venture Capital
- Commercial Contract Drafting & Negotiation
- Intellectual Property & GDPR Compliance
- Real Estate Acquisition & Leasing
- Litigation & Arbitration
Common Questions
Drafting a distribution agreement in France — Q&A
Yes — but only once it is "localised" under French
law: it has to be rendered compliant with the mandatory French provisions it
will otherwise breach. Those provisions relate, among others, to the risk of
requalifying the distributor as a statutory commercial agent (Art. L 134-1 et
seq.), the ban on restricting passive sales under EU vertical-restraints law,
the Loi Doubin pre-contractual disclosure where exclusivity is granted (Art. L
330-3), the minimum-notice rule on termination of an established relationship
(Art. L 442-1), the prohibition of a significant imbalance in the parties'
rights and obligations (Art. L 442-1, I-2°), the public-order rules on
transparency and restrictive practices (Art. L 440-1 to L 444-8), and the
statutory ceilings on payment terms. Left as a straight translation, the
template creates liabilities that did not exist before signature.
At a
minimum: the parties and recitals; defined terms (territory, products, IP); the
appointment and licence; the exclusivity scope and its carve-outs; the
distributor's obligations and minimum volumes; regulatory and
product-registration allocation; order, delivery and payment mechanics with
Incoterms; warranty; intellectual property; confidentiality; term and
termination; liability caps; the independent-contractor and governing-law
clauses; and the pricing and quantity appendices.
By
structuring the distributor as an independent buyer-reseller and stating
expressly that it cannot bind you and that the contract creates no agency,
mutual-interest mandate or partnership. The qualification is public order and
turns on how the activity is actually exercised (Articles L 134-1 et seq.), so
the drafting and the operating reality must match; getting it wrong exposes you
to a statutory termination indemnity.
You can
grant a territorial exclusivity — stated expressly — and restrict active
selling into a reserved territory. You cannot restrict passive sales: a clause
forcing the distributor to refuse or refer unsolicited orders from customers
outside its territory breaches EU vertical-restraints law. We draft the
exclusivity so it is enforceable without crossing that line.
Where you
make your trademark, trade name or sign available and require exclusivity or
quasi-exclusivity in return, yes: a sincere disclosure document must be
delivered at least twenty days before signature (Article L 330-3). Missing it
can void the agreement where consent was vitiated, and carries a fine.
Yes. The
agreement can let you terminate on notice, or convert an exclusive appointment
into a non-exclusive one, if the distributor misses agreed minimum volumes —
with no indemnity due — provided the mechanism and the notice are drafted
precisely and the abrupt-termination rules are respected.
For a
France-facing distribution agreement we anchor it in French law and, usually,
the Paris courts, excluding the Vienna Sales Convention (CISG) where
appropriate. Arbitration is available but weighed against cost. Incoterms (Ex
Works or another term) are chosen deliberately because they decide who bears
delivery risk and cost.
Every
agreement is delivered in English and French, signature-ready and consistent,
with a short memo explaining the operative clauses. Turnaround is typically a
matter of days once we have your product, territory and commercial terms,
rather than weeks.
Mariela Petrova
Avocate au Barreau de Paris
Toque #C2396
15+ Years In French Corporate Practice
English · French · Russian
Ready When You Are
Talk To A French
Lawyer In France.
A 20–30 minute call, in English, to scope your matter. No obligation, no preliminary fee. You will leave the call with a clear view of what the work will cover and what it will cost.
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