Retail

Russell Advocaten advises chain stores, franchisees, distributors, wholesalers and retailers

Legal 500 2021 | Russell Advocaten leading firmRussell 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?

Russell Advocaten is particularly recommend for retail by the Legal 500.

Frequently Asked Questions

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.

  • Franchise, distribution and agency

    • Can I hold my franchisor liable for providing incorrect sales and profit forecasts?

      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.

    • What’s the difference between distribution and agency?

      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:

      • The agent acts in the name and for the account and risk of the supplier of the product or manufacturer (the principal), whereas the distributor is considered to be a self-employed entrepreneur who acts on behalf of himself and at his own account and risk.
      • Upon termination of the agency agreement, the agent is usually entitled to clientele compensation (goodwill indemnity). The distributor does not have this right.
      • The agency agreement is governed by law providing the agent with a certain protection, whereas the distribution agreement is not governed by law. As a result, parties to a distribution agreement are free to make the agreements they want to, and they specifically have to do so as otherwise nothing will be established.
      • The period of notice for a distribution agreement is usually much longer than the statutory notice period for an agency agreement.
    • Is the agent entitled to goodwill indemnity in the event of termination of the agency agreement?

      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:

      • No new transactions can be expected from the clients acquired by the agent
      • The agent himself terminates the agreement
      • The agent transfers the agreement to a third party
    • Are distributor and supplier allowed to make price agreements?

      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.

    • What do I have to deal with in a shop-in-shop agreement?

      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.

Our retail lawyers

Meet our specialists in retail.

russell-advocaten-kantoor

Our offices

Russell Advocaten focuses on entrepreneurs, director and major shareholders, managers, supervisory board members, affluent individuals and expats. We will gladly assist you on all fronts in your daily business operations. We provide legal advice, mediate between different parties and assist you in legal proceedings.

Fees

Our hourly fees are in line with the market. Costs due to third parties under the mandate (such as charges, bailiff’s costs and court fees) will be discussed with you in advance.

In addition, we are prepared to agree on fixed rates for certain services. Following a personal meeting with you, we will determine whether your case is suitable for this as this concerns usually cases that are relatively easy to understand from a legal point of view.

No legal aid (Raad voor Rechtsbijstand)

We do not provide state funded legal assistance, what is referred to as “toevoeging”. You can find out whether you are eligible for a “toevoeging” on the website of the Raad voor Rechtsbijstand: www.rvr.org.

Litigation

Retail news

Our lawyers regularly publish blogs, newsletters, articles and books on retail. We also regularly organize seminars and workshops for entrepreneurs. Below you will find an overview of our publications and events.

  • Retail
  • Real estate and rent

Calculation of rent reduction due to lockdown

16 September 2021

How does the court calculate a lower rent due to the lockdown? Does online turnover count? Does it matter whether the tenant or landlord is large or small?

read on
  • Retail
  • Employment law and dismissal

Questions and challenges during COVID-19: Dutch employment law, tenancy law and contract law

13 September 2021

In this article, we will discuss several questions and challenges in the field of Dutch employment law, tenancy law and contract law during COVID-19.

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  • Franchise, distribution and agency
  • Contracts

Beware of vague wording in franchise agreements

24 June 2021

It is important to use clear and unambiguous language in agreements. This has once again been demonstrated by a recent judgement of the Supreme Court. Because of ambiguities in franchise agreements, franchisees of Albert Heijn may have lost millions.

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  • Expats
  • Employment law and dismissal

17 June 2021: Employment Webinar “Tricky sickness issues”

17 June 2021

If your employee reports sick, this may raise many difficult questions. What are your reintegration obligations during the sick leave period? What are you allowed to record about your sick employee with regard to the privacy legislation? We answered these and other questions during a webinar. Watch the video!

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  • Fashion and luxury
  • Litigation

The advantages of arbitration

19 May 2021

Proceedings do not always have to be in court. There are other ways to resolve legal disputes. An important and often also appealing alternative is arbitration. In particular if you are doing business internationally. What are the advantages of arbitration?

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  • Art
  • Employment law and dismissal

Russell Advocaten recommended by The Legal 500 2021

20 April 2021

Russell Advocaten has for the 17th consecutive year in a row been included in The Legal 500. We are pleased with the recognition for the quality of our legal services by experts and clients. Please read what they say about us:

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  • Retail
  • Real estate and rent

Tenant and landlord must share pain of lockdown

30 March 2021

When is a tenant entitled to rent reduction? How are the consequences of the coronavirus crisis shared between landlord and tenant?

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  • Fashion and luxury
  • Contracts

Distribution & Agency in the Netherlands

25 February 2021

The expert lawyers of Russell Advocaten contributed the chapter on the Netherlands to the Lexology Guide Distribution & Agency. Lexology is the most comprehensive source of international legal updates, analysis and insights for law firms and in-house counsel.

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