On The Distribution Contract

Distributorship contract which is signed by distributor and manufacturer aims to keep the relationship of bargain between the distributor and manufacturer in a specific period and in a specific place. Recently, in our economic life it is very common, and we can find the rules of it in some civil and commercial laws of some countries. But in our Contract Law of the People's Republic of China, we can't find the roles of it. This is the reason why I write this paper. In this paper, I abstract the concept, the classifications, the characters and characteristics of it, analyze the distributorship contract at theoretical aspect, and discuss some special clauses of the contract. By the investigation of the distributorship act in China, I list the problems which happen in the area of distributorship contract, and put forward the suggestions to settle these problems, in order to be helpful to the promotion of the legislation of distributorship contract law.The logic approach of this paper is that: firstly, the paper analyses the distributorship act in which the distributorship contract will be established. The analysis is based on economic sense and legal sense. And I abstract its concept, classifications and characteristics wholly. Then, this paper discusses the roles and judicial practice of distributorship contract in other countries, compares distributorship contract with the other similar contracts, and analyzes its special clauses. Finally, I investigate the practical situation of the area of distributorship, sum up some problems of this area, and put forward some settlements to these problems. Based on this analysis, I appeal for the naming of distributorship contract when China revises Contract Law. Generally, this paper can be divided into four parts.The first part is the base of the other parts, in which I discuss the production, the development and the signification of the distributorship act. Then I abstract the concept, the classifications and the characteristics of distributorship contract, and analyze the rights and duties between the distributor and manufacturer. Next I analyze the signification of distributorship acts from economic and legal aspects. Because there is no discussion on the distributorship contract, I abstract the concept of the distributorship contract to do some preparation of the other parts. The second part induces the legislations and judicial practices of distributorship contract in other countries. This content is no only helpful to settle the problems of the distributorship contract in our country, but also helpful to future legislation of the distributorship contract. In this part, I mainly discuss the legislations and judicial practices of distributorship contract in Germany, Italy, Belgium, EU and Macau, and I discuss the achievements of Germany specially. Although there are perfect rules of civil and commercial law in Germany, there are no rules about distributorship contract in German Commercial Law and German Law of Antirestrictive Competition, so I induce the rules and judicial practice about the agent in German Commercial Law, which are used to settle the problems of distributorship contract and distributor. About other countries, I pay attention to the rules of distributorship contract.The third part is the main part of this paper. Based on the front parts, the part analyses the theoretical issues and the special clauses of distributorship contract. Then I compare distributorship contract with franchise contract, agency contract, sales contract, and get the conclusion that distributorship contract can be considered as unnamed contracts of which there are no roles in Contract Law. Then I discuss some special clauses of the distributorship contract, such as the clause of territory, the clause of distributorship fight, the clause of resale outside territory, the clause of minimum purchase, the clause of sale promotion, and the clause of effects of termination. My conclusion is that the problems of the distributorship contract only can be settled by the 6th clause of Contract Law, and the analysis could be considered by the judges when they meet a case.The forth part is base on the practical investigation of the distributorship contract. I investigate the situation of the distributorship contract in China, and point the problems of the distributorship contract and suggest some simple settlements to them. I believe these problems should be settled by the 6th clause of Contract Law. Finally, I think that we should add the distributorship contract to Contract Law as a name contract, when our country revises Contract Law, in order to protect the safety and order of our distributorship profession.