Closed distribution networks and e-commerce: drafting legally secured contracts

摘要

In their traditional structures, closed distribution networks (i.e. exclusive or selective distribution), are now confronted to the development of Internet, especially in sectors such as fine fragances or automobile. Producers (i.e. Volkswagen or Chanel) cannot ignore that their products are potentially available on a Website. Considering the relationships between producers and their traditional dealers, the question is to know if the latter could be authorized to resale the products on their own website. In each sector, producers have to adapt their distribution contracts for e-commerce. There is a set of option for producers. The chosen option could push producers to a new contractual framework with their traditional dealers, especially within the EC. The electronic point of sale must answer to the same criteria that the physical (traditional) one, but with some adaptations. The major issue for producers is to build legally secured contracts, if they want to maintain the equilibrium of their networks (both traditional and "electronic"). But this adaptation of traditional distribution contracts cannot ignore the antitrust framework. A producer's strategy within the EC must take into account the potential competition restraints implied by the contract policy. Drafting their contracts for e-commerce opportunities, producers have to take care to keep their networks within the EC Regulation.