The distribution agreement is a frameworkcontractofservices, towhich CISG doesnotapply, while the contractsenteredintoby the parties in executionof the framework agreement are indeedsales, so the CISG ofcourseappliestothem. Butwhere do I find a definitionofdistribution agreement as a contractofservices?
Ifwe go tonationallaws, veryfewcountrieshavechosentocodify the contractofdistribution. Wehave no timetosee in the detail the differencesbetween Puerto Rico and Honduras, so letuslimitourservelstoseewhatis the situation like in Belgium, whichiswellknownforitslaws on distribution
Ifwemovefromlegislationtojurisprudence, itisinterestingtoobeservehowquite a fewjurisdictionapply, in certaincases, mostlyrelatedto abusive terminationof the contractsby the supplier, to the DA the provisionsof commercial agency: again, we are in a contextwhere the DA are consideredcontractsfor the provisionofservices
HAVE I MANAGED TO CONFUSE ENOUGH YOUR IDEAS? ROME I: SERVICES, BELGIUM LAW: SALES, SPAIN: BOTH FED CORT PENN:CONTRACTS FOR THE SALE OF GOODS BUT ACTUAL SALE NEEDED, OBERLAND: SALE, OK CISG IF NO ANCILLARY COV., IT CASSATION: FRAMWORK, EXCLUSIVITY IS ANCILLARY AND I CAN APPLY CISG TO INT SALES
THE SITUATION IS EVEN LESS CLEAR AND MORE TRICKY IF WE CONSIDER WHAT HAPPENS IN THE REAL WORLD OF CONTRACTS, WHERE IT NOT EASY TO SEE LIMIT BETWEEN THE FRAMEWORK AND THE SALES. SEE 4 EXAMPLE A CONTRACT WHICH EXPRESSLY PROVIDES FOR A VESTING DECLARATION OF THE GOOD IN THE DISTRIBUTOR
The aim of this quick overview was to show that there is no easy or generally valid annswer to this question. It is complicated and the application of the CISG or of a national law can lead to very different results. So, we need to be aware of it, and