Specialist lawyer Dr. Sebastjan Kerčmar, as an expert of the The International Distribution Institute for Slovenia, participated in the regular annual conference held from 13.6. to 15.6.2024 in Prague under the title «Drafting and Managing International Sales Contracts within Distribution (Distributorship, Franchise, etc.) Networks.» As part of ongoing education within the law firm, lawyer candidate Marjanca Ambrožič also attended the conference.

Distribution agreements with resellers (franchisees, exclusive and selective distributors) normally imply a continuous flow of products from the supplier to the distributor, governed by specific sale contracts (normally in the form of general conditions applicable to all transactions between the parties). These general conditions are based on the text normally used by the supplier with his purchasers, but their inclusion within the framework of a long-term supply contract necessarily implies a number of adaptations in view of the special relationship between the parties. This need for adaptation is not always recognized by business, and it happens frequently that suppliers of distribution networks underestimate this issue and focus exclusively on the long-term distribution relationship. The purpose of the plenary session of the 2024 IDI Conference was to analyse and discuss the main issues arising from the need to coordinate the conditions of sale with the framework agreement, as well as the typical situations that give rise to disputes in the context of the seller-buyer relationship. In this context, a special attention was given to the 1980 Vienna Convention on the International Sales of Goods (CISG) and to domestic laws frequently referred to in cross-border relationship, like English and Swiss law.

The three workshops of Saturday dealed respectively with: (i) mandatory and/or recommended suppliers in franchise agreements: a crucial aspect, which sometimes gives rise to disputes between the parties (First Workshop); (ii) ESG in distribution networks: compliance and antitrust issues (Second Workshop); and (iii) sharing and ownership of customers’ data within distribution and franchising networks: contractual solutions and possible related claims (Third Workshop).