What Is a Distribution Agreement
An innominate contract under Polish law — not directly regulated in the Civil Code, giving freedom but also generating risks. It governs a relationship where the distributor purchases products and resells them in a defined territory.
Exclusivity — Benefits and Risks
Territorial exclusivity protects the distributor but is subject to EU competition law. VBER permits exclusivity with market share up to 30% and no hardcore restrictions.
Key Provisions
- Minimum purchase volume — sanctioned by loss of exclusivity or termination
- Prices and margins — imposing resale prices (RPM) violates competition law
- Quality and service standards
- Right to sub-distribute
- IP protection
Termination and Notice Period
Critical: adequate notice period proportional to cooperation duration. Polish law does not grant distributors a goodwill indemnity (unlike agents).
Post-Termination Non-Compete
Non-compete after termination: max 1 year, territorially and substantively restricted, compliant with EU law.
Negotiating a distribution agreement? Get in touch — I'll help negotiate provisions protecting your business.