1 and 2 – (Deleted)
III. – The Commercial Code is amended as follows:
1° In V of Article L. 441-1-1, the words: “within the meaning of II of Article L. 441-4” are replaced by the words: “defined in I of Article L. 441-1-2”;
2° After the same article L. 441-1-1, an article L. 441-1-2 is inserted as follows:
« Art. L.441-1-2. – I. – The wholesaler means any natural or legal person who, for professional purposes, buys products from one or more suppliers and resells them, on a principal basis, to other traders, wholesalers or retailers, processors or any other professional who obtains supplies for the needs of his activity. Are considered as wholesalers the central purchasing or referencing of wholesalers.
“Excluded from the notion of wholesaler are companies or groups of natural or legal persons operating, directly or indirectly, one or more retail stores or intervening in the distribution sector as a central purchasing or referencing center for retail businesses.
“II. – The general conditions of sale applicable to wholesalers, both in their relations with suppliers and in their relations with buyers, include in particular the conditions of payment as well as the elements for determining the price such as the scale of unit prices and any reductions of price.
“III. – Any wholesaler who establishes general conditions of sale is required to communicate them to any buyer who requests them for a professional activity. This communication is made by any means constituting a durable medium.
“These general conditions of sale may be differentiated according to the categories of purchasers of products or services. In this case, the communication obligation prescribed in the first paragraph of this III relates only to the general conditions of sale applicable to the same category of buyers.
“IV. – As soon as the general conditions of sale are established, they constitute the sole basis of commercial negotiation.
“As part of this negotiation, the wholesaler and his buyer may agree on special conditions of sale which are not subject to the communication obligation prescribed in III.
“When the price of a service cannot be determined first or indicated with accuracy, the service provider is required to communicate to the recipient who so requests the method of calculating the price enabling the latter to be verified or a sufficiently detailed estimate.
“V. – Article L. 441-1-1 does not apply to wholesalers.
“VI. – Any breach of II of this article is liable to an administrative fine, the amount of which may not exceed €15,000 for a natural person and €75,000 for a legal person. » ;
3° After article L. 441-3, an article L. 441-3-1 is inserted as follows:
« Art. L.441-3-1. – I. – The written agreement concluded either between the supplier and the wholesaler, defined in I of Article L. 441-1-2, or between the wholesaler and the distributor or the service provider mentions the reciprocal obligations to which committed by the parties at the end of the commercial negotiation, in compliance with Articles L. 442-1 to L. 442-3. This agreement is established either in a single document, or in a set formed by a framework contract and application contracts.
“II. – Without prejudice to Articles L. 442-1 to L. 442-3, any amendment to the agreement mentioned in I of this article shall be the subject of a written document which mentions the new element justifying it.
“III. – The agreement mentioned in I fixes, for the purpose of contributing to the determination of the agreed price, the following obligations:
“1° The conditions of the sale operation of the products or services, including price reductions and, where applicable, the types of situation and the methods according to which derogating conditions of the sale operation are likely to be applied;
“2° Commercial cooperation services, specific to promoting the marketing of the supplier’s products or services, which the wholesaler provides to him, or of the wholesaler’s products or services, which the distributor or the service provider provides to him, not falling under not obligations of purchase and sale, specifying the object, the planned date, the methods of execution and the remuneration of these services as well as the products or the services to which they relate and the total remuneration relating to the all of these obligations;
“3° The other obligations intended to promote the commercial relationship, either between the supplier and the wholesaler, or between the wholesaler and the distributor or the service provider, specifying for each the subject, the planned date and the terms of performance, as well as the remuneration or the overall price reduction relating to all of these obligations;
“4° The subject, date, methods of execution, remuneration and products to which any service or any obligation relating to an agreement concluded with a legal entity located outside of French territory, with which the distributor is directly or indirectly related.
“IV. – The agreement mentioned in I is entered into for a period of one, two or three years, no later than 1is March of the year in which it takes effect or within two months of the starting point of the marketing period for the products or services subject to a particular marketing cycle. When it is concluded for a period of two or three years, it sets the terms according to which the agreed price is revised. These methods may provide for the taking into account of one or more available indicators reflecting the evolution of the price of production factors.
“V. – The supplier, in its relationship with the wholesaler, and the wholesaler, in its relationship with the distributor or the service provider, communicate their general conditions of sale defined in article L. 441-1-2, in a reasonable time before 1is March or, for products or services subject to a particular marketing cycle, before the starting point of the marketing period.
“VI. – Articles L. 441-4 and L. 443-8 do not apply to wholesalers either in their relations with suppliers or in their relations with distributors or service providers. » ;
4° II of Article L. 441-4 is amended as follows:
a) In the first paragraph, following the word: “wholesaler”, the end of the first sentence reads as follows: “defined in I of Article L. 441-1-2. » ;
b) The second sentence of the same first paragraph is deleted;
c) The second paragraph is deleted.
