Services for Producers

UK agency, distribution and direct supply agreements

We offer a comprehensive range of specialist legal services to producers or manufacturers who export to the UK.  If you’re looking to enter the UK market for the first time, we can help you to establish and maintain profitable distribution in the UK.  We can help you to:

• Negotiate and draft contracts that will protect your interests and maximise your returns from exporting to the UK – whether it’s an agency, distribution, or direct supply agreement that you need, or a combination of these
• Review your existing contracts, assess risks and exposures, and identify opportunities to improve and protect your position

Brand-development and joint ventures

We  can help you with:

• Joint venture agreements with importers
• Licensing trade marks and other intellectual property rights for the production or distribution of branded products
• Supply agreements with UK retailers for their “exclusive labels” or “buyers own brands”.

Contract termination

Trading relationships come to an end for all sorts of reasons.  From the producer’s perspective, a frequent complaint is an importer’s poor performance, often combined with a breakdown of trust and/or a pattern of late payment.  Another common situation is where an importer has built distribution up to a certain level, but is unable to take it to the next level.

We have extensive experience of working with producers who have become dissatisfied with their UK agent, distributor, or other partner, and want to extricate themselves from the contract with least possible pain and expense.

• We can handle all aspects of the termination of any UK agency, distribution, joint venture or other contract for you
• At the same time we can help you set up and transfer to new distribution arrangements (and, in particular, ensure that problems with previous contracts are avoided in the new ones).

Compensation claims and dispute resolution

The termination of a contract can prove very costly for a producer if it isn’t handled with care.  Too often, they go ahead and terminate without taking legal advice first, and are then dismayed to discover:

• that a UK “commercial agent” may have a claim against the producer for substantial compensation on termination, based on the value of the lost agency
• that a UK distributor may be entitled to withhold money which he owes the producer for products supplied, by way of set-off against any counterclaim he makes against the producer following the termination
• that an agent who has been collecting customer payments on behalf of the producer may have a similar right of set-off.

The key to a successful termination is careful planning.  We can help you to plan how and when to terminate, and then help you to handle any resultant compensation claims, in order to minimise any negative impact on your business.

We can also help you with other kinds of problems in the UK.  For example, disputes over ownership of a brand or trade mark, or enforcing retention of title when a distributor or customer becomes insolvent while still holding stock of products that haven’t been paid for.

Regulation of commercial agents

The EU Commercial Agents Directive imposes a mandatory scheme of protection for commercial agents throughout the EEA (the EU Member States plus Iceland, Liechtenstein and Norway).  In theory the legal position should be pretty much the same in all EEA countries, but in practice there can be significant differences between them.  For example, some countries protect agents who supply goods or services, others protect only those who supply goods.  Some prescribe longer periods of notice of termination than others.  And there are important differences between EEA countries as regards a commercial agent’s entitlement to compensation on termination.

We have extensive experience of advising producers from all over the world on the legal implications of the Directive.

Regulation of supply agreements with the largest UK supermarkets

The implementation of the Groceries Supply Code of Practice 2010 (GSCOP) in the UK is potentially of great benefit to those who supply grocery products to the UK’s ten largest supermarkets (the “Designated Retailers”).  Any supplier who follows our advice and guidance in a consistent and systematic way should begin to enjoy much more stable – and profitable – business with the DRs.  See How to use the GSCOP to your advantage.