Single distribution agreement (L441-7 C. com.): A solution for suppliers whose price list comes after 1 March – ECCP Opinion No. 17-7

The Commercial Practice Examination Board recalls that the distribution agreements must be made by 1 March and the price of the products also agreed with the discounts, rebates, remuneration of distributor services by this date (except seasonal products or new business relationship).

Nevertheless, for many suppliers, new pricelist come after March 1 (e.g. in the case of a lagged fiscal year) or pricelists quarterly evolve. 

The Board states that “the argument relating to the accounting and fiscal year closing of the company does not allow that the distribution agreement is not made by 1 March at the latest and that the agreed price less discounts, rebates… plus distributor service remuneration is not applied on the same date.” The choice of the parent company to opt for a fiscal year lagged in relation to the calendar year is based on a desire motivated by reasons pertaining to the company, but does not directly relate to the nature of the products marketed or to the marketing cycle.

However, the Board confirms that this remains possible for the supplier to modify its pricelist after March1, by means of an amendment to the distribution agreement provided the amendment does not undermine the general scheme of the contract.

Frédéric Fournier
Partner