Russell Advocaten has extensive knowledge of the retail sector. We have been advising international and national brands, importers and retail chains in the field of fashion, (luxury) food, and specialty shops for decades. Do you want to know what the obligations of your agents are and what the rights of your franchisees are? What do you have to do if someone infringes your trademark? And what are the European rules and guidelines for web shops?
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Our clients often ask the following questions. Do you have any other questions or would you like to submit a dispute to us? Call us at +31 20 301 55 55 without obligation or send us an e-mail.
That depends on the zoning plan and possibly on the leasehold conditions and lease agreement. The municipal zoning plan lays down which use is permitted on a particular plot of land, for instance, residential, retail, business, office or social use.
Deviation from the zoning plan is sometimes possible with an environmental permit. This way, your company can still be realised in the building you found.
So have an expert assess the zoning plan before you buy or rent a property.
No. The lease does not end before the date set by the court. The landlord must initiate legal proceedings. The court will check, for instance, whether the correct notice period has been observed and whether the statutory ground for termination cited does justify the termination. If this is the case, the court will set an end date and an eviction date.
An exception applies if the tenant himself terminates the lease or agrees to the termination by the landlord. In that case, the lease does terminate on the notified end date and the tenant must have vacated the building by that date.
The law provides for a comprehensive rent review scheme, in addition to the annual indexation from the lease agreement. The landlord can apply this arrangement for rent increase, the tenant for rent reduction. The rent can be adjusted at the end of the agreed term of the lease or when at least 5 years have elapsed since the last rent adjustment.
The new rent is related to the average rent paid in the previous 5 years for comparable local premises. Experts give advice on this. If the parties cannot agree on the new rent, they can ask the court to establish a new rent.
In the rental agreement, the parties may deviate from this statutory regulation. The tenant and the landlord may also agree on an interim adjustment of the rent by mutual agreement.
That depends on whether customers can pick up orders in the rented property. If that is the case, then, in principle, the same extensive rental protection applies as for ordinary retail premises, catering establishments and pick-up and delivery services, where customers can purchase products or services directly. For instance, the lessor can only terminate the lease with a legal ground for termination and that termination requires the consent of the tenant or the court.
If the webshop is mainly a showroom where products can be tested that are sent after they have been ordered, in principle, the extended rental protection does not apply. The tenant can only invoke evacuation protection.
In case of a combination of both types of use the main use determines the extent of rental protection. According to the court, a pedicure who carried out treatments in the rented premises and also had care products sold through her online shop picked up from the premises, did not fall under the extensive rental protections for ordinary retail premises.
In a pop-up store agreement there must be clearly laid down that it is entered into for less than two years. To the lease of shop premises, in principle, the same rules apply as to the lease of commercial premises where termination of the agreement is difficult. This is not in line with the flexible nature of a pop-up store, but if a lease is entered into for two years or less these rules do not apply.
In addition to the agreed lease period for the shop premises, on entering into the agreement the parties also have to take into account the following:
Before concluding a franchise agreement, the franchisor often provides the (potential) franchisee with a sales and profit forecast. When the expectations turn out to be unrealistic and the franchisee had never concluded the franchise agreement had the information been represented correctly, the franchisee is likely to recover the damage suffered from the franchisor.
The damage can be recovered from the franchisor successfully if the franchisor himself has conducted the research regarding the sales and profit forecast or if it was conducted on his behalf by a person he is liable for (for instance, an employee). This can be the case even if he didn’t know that the information was incorrect but the mistakes in the report are due to negligence of the franchisor or the person he is liable for.
When the franchisor contracted a third party for researching and reporting of the forecast, the franchisor may rely on the accuracy of the information provided by the third party. Then, he will in principle not be liable for the damage.
Distribution agreements and agency agreements are often confused. That’s logical, as there are many similarities. However, there are a number of significant differences between distribution and agency:
In a termination of an agency agreement, the agent is in principle entitled to clientele compensation (also referred to as goodwill indemnity). This concerns compensation in the event the activities of the agent during the term of the agreement have led to an expansion of the customer base of the principal and the principal is likely to benefit from this expansion after the termination of the agreement.
However, the principal doesn’t owe the agent goodwill indemnity if:
In a distribution agreement, parties can lay down agreements on the price the distributor has to pay for the purchase of the supplier’s products and services. However, agreements regarding the resale price (the price the distributor charges for the products of the supplier) are not always permitted.
The supplier is allowed to impose on the distributor a maximum resale price or lay down a recommended price for resale. However, agreements on minimum prices or fixed resale prices are unlawful pricing agreements.
In addition to arrangements regarding the amount of usage fee/lease, the term of the agreement and how it should be terminated, there are other important matters the operator of the main store and the operator of the shop-in-shop have to agree on. Think, for instance, of arrangements about the design, personnel and maintenance of the shop-in-shop.
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The general terms and conditions you use do not apply just like this. A number of conditions must be met. One of them is that your contracting party has taken note of these general terms and conditions. How can you fulfil this information obligation?
When thinking of an agent, most people think of a person. But an agent can also be a company with personnel. What are the consequences for employees if an agency agreement is terminated? Can the agent make them redundant? And who is responsible for the severance pay? The agent? Or the principal terminating the agreement?