ICC MODEL DISTRIBUTORSHIP CONTRACT
The ICC Model Distributorship Contract is a type of International Distribution Contract intended to apply to distribution contracts where distributors act as buyers-sellers and as importers who organise distribution in the country they are responsible for.
Since thos model contract is intended for international contracts, it will, in principle, not be appropriate for domestic contracts, i.e contracts betweeen parties having their place of business in the same country.
The ICC Model does not deal with transactions between principals and commercial agents. The distributor is not an intermediary or broker but rather a dealer who buys goods in order to resell them in its own name and on its own behalf, even if the distributor is often called "agent" in business practice. Companies wishing to export their products through commercial agents must use the International Comercial Agency Contract.
The model is designed to cover the situation of a distributor who acts at a wholsale level, being responsible for organising the distribution of the supplier´s products within a country or part of it. It therefore does not apply in principle to dealers selling at the retail level, although many clauses of the model will be compatible with that situation.
The ICC Model Distributorship Contract is based on the assumption that it will be governed not by a specific national law, but only by the clauses of the contract itself and principles of law generally recognised in international trade as applicable to distribution contracts. The purpose of the solution is so that the rules of the model can be applied in a uniform way to suppliers and distributors of different countries, without giving one party the advantage, and the other party the disadvantage, of applying one party´s national law.
The ICC Model, although written with the purpose of giving a balanced situation to the issues arising out of a distribution, may however -in exceptional cases- conflict with national laws protecting the distributor. This may happen for instance in certain countries of Central America or the Middle East.