Glossary

A · B · C · D · E · F · G · H · I · M · N · O · P · R · S

A

Active sales

Sales a distributor goes out to win, by visits, calls, emails or adverts aimed at a chosen area or customer group. Clause 4.4 stops Tullavane making active sales into the UK or to the reserved hotel groups. A poster on a Belfast bus is an active sale. Agreement, clause 1.1, “Active Sales” · Chapter 3 · see Passive sales, Reserved Customers

Adequacy decision

The EU’s finding that a country outside it protects personal data well enough. The EU has made one for the UK. That is why Tullavane’s customer data may come to Cressby in Nottingham. Chapter 9 · see Separate controller

B

Block exemption

A rule that clears a whole type of agreement under competition law at once, if the agreement meets its conditions. The Agreement must pass two, the UK’s and the EU’s, because it touches both markets. Chapter 3 · see Hardcore restriction, Market share threshold

Buy-back

Cressby’s duty, when the Agreement ends, to buy back unsold machines that are new and boxed, at the price Tullavane paid. In March 2030, 40 machines at €4,000 a machine came to €160,000. Cressby need buy nothing back if it ended the deal for Tullavane’s breach or insolvency. Agreement, clause 23.1 · Chapter 10 · see Option

C

Cap

The most either side can recover from the other in one Contract Year: €1,000,000. A claim counts in the year of the event that caused it. The price and the indemnity sit outside the cap. Agreement, clause 15.2 · Chapter 8 · see Indemnity

CE marking

The mark a maker puts on a product to show it meets EU law. Clause 11.1 makes Cressby put it on every machine. Tullavane, as importer, checks that it is there before supplying a machine. Agreement, clause 11.1 · Chapter 7 · see Declaration of conformity, Importer

Change of Control

Someone new gaining control of Tullavane, for example by buying it. Tullavane must tell Cressby in writing, and clause 22.3 then lets Cressby end the Agreement. Cressby does not want its distributor owned by a rival maker. Agreement, clause 1.1, “Change of Control” · Chapter 10

Commercial agent

Someone who finds customers and makes contracts in the maker’s name, for a commission. Irish law gives one who sells goods in Ireland compensation when the agency ends, whatever law the contract chooses. So Cressby made Tullavane a distributor instead. Chapter 1 · see Distributor, Goodwill

Credit limit

The most Tullavane may owe Cressby at any one time: €400,000, counting every unpaid invoice, due or not. Above it, or while any sum is overdue, Cressby may hold back deliveries. It may never hold them back to push prices up. Agreement, clause 8.4 · Chapter 4

Customer Contract

A contract under which Tullavane sells a machine to a customer, or rents one with a service plan. At the end, the option lets Cressby buy a rented machine together with its Customer Contract, so the customer becomes Cressby’s. Agreement, clause 1.1, “Customer Contract” · Chapter 10 · see Option

D

Declaration of conformity

The maker’s signed statement that a machine meets each EU rule that applies to it. Cressby supplies one with every machine. Tullavane, as importer, checks it and keeps a copy for 10 years. Agreement, clause 11.2 · Chapter 7 · see CE marking

Defect

A fault in a machine’s design, materials, manufacture or instructions that existed when it was delivered to Tullavane. The faulty valve found in 30 machines in 2028 was one, so Cressby paid for the parts and €100 a machine repaired. Agreement, clause 1.1, “Defect” · Chapter 7 · see Indemnity, Recall

Distributor

A business that buys a maker’s goods and sells or rents them in its own name, to its own customers. Tullavane is Cressby’s distributor in Ireland. It keeps the profit on each machine, bears any loss and carries the risk that a customer never pays. Agreement, clause 2.2 · Chapter 1 · see Commercial agent

E

Exclusive distribution

A deal in which the supplier gives one distributor an area to itself: it appoints nobody else there and stays out itself. Cressby stays out of Ireland except for the reserved hotel groups. Exclusivity can end if Tullavane misses a target. Agreement, clause 2.1 · Chapter 2 · see Sole distribution, Minimum Purchase Target

Exclusive jurisdiction clause

A clause giving one country’s courts the sole right to hear a dispute. Clause 30.1 gives it to the English courts and binds both sides. That keeps an English judgment on the surest route to Ireland, the 2005 Hague Convention. Agreement, clause 30.1 · Chapter 9 · see Process agent

F

Force majeure

An event beyond a party’s control, such as fire or flood, that excuses a delay it causes. Clause 20.1 never counts lack of money, higher costs or a party’s own customs papers, and never excuses late payment. After 3 months in a row, either side may end the Agreement. Agreement, clause 20.1 · Chapter 5

Free carrier (FCA)

A standard delivery term from Incoterms 2020: the seller hands the goods to the buyer’s carrier at an agreed place. Cressby delivers when the machines are loaded on Tullavane’s transport in Nottingham. The risk of damage passes to Tullavane at that moment. Agreement, clause 9.1 · Chapter 5 · see Retention of title

G

Goodwill

The value of a business’s customers and name: the reason customers come back. No law gives a distributor a payment for goodwill when its agreement ends. Clause 23.5 confirms that Tullavane gets none, however the Agreement ends. Agreement, clause 23.5 · Chapter 10 · see Commercial agent

H

Hardcore restriction

A restriction competition law never excuses, such as a minimum resale price. If the Agreement held one, the whole Agreement would lose its block exemption, not just that clause. So Miriam refused the sales team’s minimum rental charge of €150 a month. Chapter 4 · see Block exemption, Resale price maintenance

I

Importer

The business that brings goods from outside the EU into the EU and supplies them there. Tullavane is the importer of every Cressby machine in Ireland. So it checks each one, adds its own name and reports any risk to the authority at once. Agreement, clause 11.2 · Chapter 7 · see CE marking, Indemnity

Indemnity

A promise to make good another party’s loss from a named cause. Cressby pays outsiders’ claims that a Defect caused injury or property damage, up to €5,000,000 a claim. That sum sits outside the cap and matches Cressby’s insurance. Agreement, clause 16.1 · Chapter 8 · see Cap, Defect

M

Market share threshold

The size limit for a block exemption: each side must hold no more than 30 in every 100 of its market. Cressby is measured among sellers of coffee machines, and Tullavane among buyers of them. Both are within the limit. Chapter 3 · see Block exemption

Minimum Purchase Target

The number of machines Tullavane should buy in a Contract Year: 200, 300 and 400 over the three years. Missing it is no breach. Clause 5.3 lets Cressby end exclusivity after one miss, or the Agreement after two in a row. Agreement, clause 1.1, “Minimum Purchase Target” · Chapter 6 · see Exclusive distribution

N

Non-compete

Tullavane’s promise not to deal in rival coffee machines while it is exclusive. The block exemptions clear a non-compete of five years at most, and a ban after the end only for one year, to protect know-how. Clause 23.6 leaves Tullavane free when the deal ends. Agreement, clause 3.1 · Chapter 2 · see Exclusive distribution

O

Option

A right to buy that the holder may use or not. Clause 23.2 lets Cressby buy rented machines whose customers agree to move, with their contracts. In 2030 Cressby paid €900,000 for 500 of them, the older ones at €1,000 and the newer at €3,000. Agreement, clause 23.2 · Chapter 10 · see Buy-back, Customer Contract

P

Passive sales

Sales to customers who come to a distributor unasked, including through general advertising or an ordinary website. No clause may stop them, anywhere. Renting to the Belfast café that rang after finding Tullavane’s website was a passive sale. Agreement, clause 1.1, “Passive Sales” · Chapter 3 · see Active sales

Process agent

Someone in England who receives court papers on a foreign party’s behalf. Tullavane must appoint one before the deal starts, so court papers can be served in England, not in Dublin. If it does not, Cressby may appoint one at Tullavane’s cost. Agreement, clause 30.2 · Chapter 9 · see Exclusive jurisdiction clause

R

Recall

Taking faulty machines back from customers. A repair fixes them where they are, and a withdrawal stops supplying them. Cressby decides which to use, but Tullavane, as importer, still reports any risk to the authority at once. Agreement, clause 12.1 · Chapter 7 · see Defect, Importer

Recommended price

A price the supplier suggests and the distributor is free to ignore. The Agreement recommends €150 a month to rent a machine, as “a recommendation only”. Pressure to keep to it, such as slower deliveries, turns it into a fixed minimum. Agreement, clause 7.4 · Chapter 4 · see Resale price maintenance

Resale price maintenance

A supplier fixing the least its distributor may charge customers, in writing or through pressure. It is a hardcore restriction. Cressby may recommend Tullavane’s rental charges and sale prices, or set a maximum, but never a minimum. Agreement, clause 7.4 · Chapter 4 · see Hardcore restriction, Recommended price

Reserved Customers

Hotel groups that already rent Cressby machines for their UK hotels on 1 April 2027. Cressby supplies their Irish hotels itself, and Tullavane may not chase them. If one rings Tullavane unasked, Tullavane may still serve it. Agreement, clause 1.1, “Reserved Customers” · Chapter 3 · see Active sales, Exclusive distribution

Retention of title

A seller keeping ownership of goods until they are paid for. Each machine stays Cressby’s until its price is paid in full, even while Tullavane rents it out. Irish law decides whether this works for machines in Ireland. Agreement, clause 10.1 · Chapter 5 · see Free carrier (FCA)

S

Separate controller

A business that decides for itself why and how it uses the personal data it holds, and answers for that use. Cressby and Tullavane are each one. Neither handles personal data on the other’s instructions. Agreement, clause 19.1 · Chapter 9 · see Adequacy decision

Sole distribution

A deal in which the supplier appoints only one distributor in an area but may still sell there itself. Exclusive distribution goes further, because the supplier stays out too. The Agreement is exclusive, not sole. Chapter 2 · see Exclusive distribution