Our platform uses the categories and locations you select in your profile or product to help others find you. When users browse the marketplace, they can filter by these settings to discover agents, distributors, or products that align with their needs. The more accurate your information is, the easier it is for others to connect with you.
Sole Distributors in the EU
Sole-distributor agreements in the EU are only lightly regulated and primarily governed by national contract law and EU competition rules. Clear jurisdiction and choice-of-law clauses are essential, as is compliance with the EU Block Exemption Regulation to avoid violations of Articles 101 and 102 TFEU.
1. Legal Basis for Sole-Distributor Agreements
Sole-distributor agreements are not directly regulated by EU law and, except for Belgium, are not specifically addressed in national legislation. Instead, they fall under each member state’s rules on contractual freedom.
Recommendation: Include explicit jurisdiction and choice-of-law clauses to avoid unexpected invalidation due to domestic legal restrictions.
2. EU Competition Law Framework
2.1 Article 101 TFEU – General Prohibition
Article 101 TFEU prohibits agreements that restrict competition or affect trade between EU member states. Sole-distributor agreements typically limit both the supplier’s and distributor’s commercial freedom and therefore fall within the scope of Article 101.
2.2 Block Exemption Regulation (BER) – Conditions for Exemption.
Under the Block Exemption Regulation (EU No. 330/2010), certain vertical agreements—including sole-distributor arrangements—may be automatically exempt from Article 101 if they meet the regulation’s conditions. If the criteria are not met, the parties may request an individual exemption.
3. Key Requirements Under the Block Exemption Regulation
3.1 Hardcore Restrictions (Severe Limitations)
To qualify for exemption, the agreement must not include the following prohibited restrictions:
-
- Resale price maintenance: Suppliers cannot fix minimum resale prices.
- Territorial or customer restrictions: Distributors must be free to choose where and to whom they sell (with limited exceptions for exclusive or selective distribution systems).
- Selective distribution restrictions:
- No limits on sales to end-users.
- No restrictions preventing sales of spare parts to end-users, independent repairers, or service providers.
3.2 Market Share Threshold
Both the supplier and the sole distributor must each hold no more than 30% of the relevant market:
-
- Supplier: relevant supply market
- Distributor: relevant procurement market
3.3 Vertical Restrictions with Specific Rules
Certain clauses are permitted only under conditions:
-
- Non-compete obligations during the agreement
- Post-termination non-compete clauses
- Brand-specific restrictions within selective distribution systems
If these conditions are not met, the affected clauses fall outside the exemption—but the remaining parts of the agreement may still be exempt if separable.
4. Article 102 TFEU – Abuse of Dominant Position
Sole-distributor agreements may also fall under Article 102 if they involve companies holding more than 40–50% market share, potentially indicating a dominant position. Abuse of dominance is strictly prohibited within the internal market.
Frequently Asked Questions
What’s the difference between a Supplier and a Distributor account?
A Supplier account is typically intended for parties that provide products or services, while a Distributor account is designed for parties that distribute, resell, or manage those products or services further down the value chain. The specific features, access rights, and responsibilities may vary depending on the setup and intended use of each account type.
Can I update my profile or product later?
Yes. After you create your account, you can visit your profile dashboard at any time to update your information, upload a new logo, edit your product details, or change your categories and locations. All updates take effect immediately.
Will my contact information be publicly visible?
Only the information you choose to share will appear publicly. Key details such as your name, company, and selected locations or categories may be shown on your profile or product page. Sensitive information like your email and password are never displayed or shared.