This chapter examines the exclusive distribution agreement, namely the contract by which the supplier undertakes towards the exclusive distributor to supply the supplier with certain goods at a certain price and to ensure the supplier exclusivity within a certain territory, in exchange for the exclusive distributor’s undertaking to pay the price and to promote the sale of the goods in the allocated territory. This chapter firstly explores the notion of the exclusive distribution agreement and its functions before examining its legal nature and delimitations with other contracts found under Swiss law. This chapter then moves on to the conclusion of the exclusive distribution agreement and examines in detail the obligations of the supplier and exclusive distributor. Finally, this chapter explores the non-performance of the exclusive distribution agreement and the end of the exclusive distribution agreement with particular emphasis on the compensation for goodwill.

This chapter examines the commercial agency contract which is governed by Articles 418a–v of the Code of Obligations starting with the sources and characteristics of this contract as well as the delimitations with other contracts and the various types of agents found under Swiss law. This chapter then moves on to the conclusion of the commercial agency contract and analyses in detail the obligations of the commercial agent and the principal. This includes the agent’s obligation to negotiate or conclude contracts, duty of care, obligation of loyalty, liability for the proper performance of the contract by the customer and obligation to return and the principal’s general duty to assist the commercial agent, obligation to pay and other pecuniary duties. Finally, this chapter explores the end of the commercial agency contract including both ordinary and extraordinary causes of termination as well as the winding up of the contract.