The author should not hesitate to indicate the intent of clauses, including the risk of evidence or redundancy. If the contract is clearly worded in plain English, it can help manufacturer and distributor staff avoid antitrust pitfalls and can be an important part of a cartel compliance and abuse of dominance program. In the absence of market power, a supplier is generally free to restrict the sale of competing products by a distributor, although some government laws restrict this capacity. Where exclusive trade requirements are broad enough to close a substantial portion of the market, they may be considered illegal as excessive restrictions on trade under cartel and abuse of dominance legislation. Restrictions that go beyond the duration of a distribution agreement are at a disadvantage in some states and must, in general, be subject to the contract and promotion of its legitimate purposes, as well as with respect to (i) limited products, (ii) the geographical scope of the restriction and (iii) duration. If, as in a conventional franchise, a supplier offers a turnkey operation and provides all the details about the operation of the business, such term restrictions may be allowed in the broadest sense, especially when they are short and cover a limited geographic area. On the basis of the above analysis, a distribution agreement with the “imposed price” terms can be considered a vertical price monopoly agreement; However, the prohibition on the sale of products at the supraregional level is not explicitly classified as vertical monopoly (agreement),1 even Article 13, paragraph 3, of the AmL stipulates that “sales market segmentation” is a monopoly agreement, but only competing firms are prohibited from entering into such agreements (sort of horizontal agreements). Section 15 of the AmL provides for certain exceptions to resale price restrictions, so that where companies can prove that their agreements have been concluded in specific circumstances, these agreements cannot be included in the category of monopoly agreements2.2 Article 17, paragraph 1 of the AmL includes two categories of vertical agreements at non-market prices, including the “sale or annex of non-compliance conditions.” In theory and practice, the vertical monopoly on non-price also includes territorial or customer restrictions, exclusive sales, exclusive transactions, quantity agreements and other practices that limit the operation of upstream or downstream businesses. The AML does not set civil liabilities for a distribution contract contrary to the law. Article 11 of the draft of the amL provided that the monopoly agreement prohibited in this chapter was considered null and void from the outset, but in the final version of the LAL, that section was removed. Therefore, it is not certain whether the distribution agreement, which considers the monopoly agreement to be valid under the MMA, is valid or not, and that further explanations must be provided by the antitrust enforcement authorities or by the Supreme People`s Court. This possibility of early termination was introduced in order to make available to the producer a flexible instrument of adaptation to changes in distribution structures [considering 19].
Restructuring may result from competitors` behaviour or other economic developments, whether motivated by internal decisions by a producer or by external influences. B, for example, the closure of a company that employs a large workforce in a given sector.