The European internal market has greatly facilitated the free movement of goods within the EU. Goods can be transported and sold from one Member State to another without customs barriers, boosting intra‑EU trade. At the same time, the need arose to harmonize commercial law provisions.
Commercial agents, simply put, broker sales of goods (e.g., from manufacturers to traders) for commission. The purchase invoice is issued by the producer directly to the buyer, while the agent receives a commission. A commercial agent acts in the name and on behalf of another. As an independent businessperson, the agent plays a key role as a sales facilitator, both domestically and especially in cross‑border trade. The commercial agent should be distinguished from the commission agent and typically maintains and expands his or her own client base. Marketing activities by agents are increasingly important.
Commercial agents usually operate in the distribution of investment and consumer goods. EU Directive 86/653 harmonized the rules across the EU and was implemented in national law, ensuring that key protections, such as the agent’s goodwill indemnity, apply throughout the Union.
By contrast, a distributor (authorized dealer) is an independent merchant who sells goods of one or more specific manufacturers or suppliers in his own name and on his own account. The distributor purchases and then resells the goods. This arrangement often entails a degree of dependence on the manufacturer, commonly involving sales targets, exclusivity arrangements, sole distribution rights, and territorial protection. Distribution systems can restrict competition and are therefore subject to antitrust scrutiny.
Under certain circumstances, provisions of commercial agency law may be applied by analogy to exclusive distributors. This can occur, for example, where the distributor must make specific investments, meet sales targets, and is subject to the
manufacturer’s directions in certain respects.
Status: January 2013. All information without guarantee.
