in a nutshell
With Law No. 108 of 5 August 2022 (transforming Law No. 68 of 16 June 2022 by amending Law No. 68 of 16 June 2022), the Italian government has given the government an advantage over authorized car dealers, which have a significant impact on this sector. introduced a system.
The new law removes all vertical relationships between a vehicle manufacturer or importer and an authorized dealer for the sale of vehicles that have not yet been registered, and any vehicle that has been registered by an authorized dealer within six months Applies. I haven’t driven more than 6,000km.
content
- Related aspects
- Preliminary evaluation
- content of the law
Related aspects
The most important interventions of the new law come at both the contract formation stage and the relationship dissolution stage.
As for the contract formation stage, in addition to imposing a minimum contract period of five years, the law also stipulates the minimum content of provisions to be included in contract documents, such as terms of sale, restrictions on mandates, etc. , assumptions of liability for each, and allocation of costs associated with the sale.
Additionally, before signing a contract (or even amending it), the manufacturer must provide a set of mandatory pre-contract information regarding the commitments the distributor undertakes and their sustainability. Economic, financial and fair terms, including estimates of expected marginal revenues from vehicle marketing.
On the other hand, regarding the termination of the contractual relationship, if the manufacturer wishes to withdraw the contract before the expiry date, the latter must (i) pay a fair compensation assessed considering the value of the investment; . and (ii) goodwill commensurate with authorized distributor sales over the past five years of the contract.
For more information on what the law says, see the table below.
Preliminary evaluation
This provision appears to be part of the “Emergency Regulations on Infrastructure, Transport, Security and Development of Sustainable Mobility, Major Event Issues and Functionality of Sustainable Infrastructure and Mobility”. The result of a hastily drafted last minute, perhaps influenced by the vehicle retailer category.
In fact, this legislative intervention is clearly aimed at protecting authorized distributors. However, many important points remain open.
For example, the law does not specify minimum duration, minimum content, and legal consequences for breach of pre-contractual information obligations. Furthermore, the Act does not specify whether it also applies to contracts governed by foreign law, nor does it provide for a transition regime for existing contracts.
Equally vague is a clause that requires a party to give written notice at least six months prior to the expiration date of its intention not to renew the contract. In fact, it is not clear whether notice is required even in the context of fixed-term contracts that do not offer implied renewal.
The law could create uncertain scenarios and increase disputes between automakers and dealers. In this context, a safe approach is for automakers to implement the new rules as a precautionary measure not only for future relationships, but also for existing relationships to the extent possible.
content of the law
- The provisions of this clause apply between vehicle manufacturers or importers and individual authorized dealers for the sale of vehicles that have not yet been registered, and vehicles that have been registered within six months by the authorized dealer. shall apply to the vertical agreement of Have not driven more than 6,000 km.
- The contract between the manufacturer or importer and the authorized distributor shall be concluded for a minimum period of five years and shall specify the terms and conditions of sale, the limitation of mandate, assumptions of liability for each, and allocation of costs associated with the sale. shall be Each party shall give written notice of his intention not to renew the contract at least six months before the expiration date, otherwise the notice shall be void.
- Prior to entering into the contract referred to in paragraphs 1 and 2, and upon any subsequent amendment to the contract, the manufacturer or importer shall provide its authorized distributor with all You must provide information. An informed assessment of the extent of commitments to be made, including estimates of expected marginal returns from vehicle marketing, and the sustainability of commitments from an economic, financial, and asset perspective.
- Any manufacturer or importer who terminates the contract before the expiration of the contract period shall be obliged to pay fair compensation to the authorized distributor, which shall be jointly and severally proportional to the value of:
- An investment made in good faith for the purpose of fulfilling a contract that is not amortized at the end of the contract.
- Goodwill for the activities performed in the performance of the contract, commensurate with the sales of the authorized distributor during the last five years of the contract.
- The compensation referred to in Section 4 shall not be payable in the event of termination for default or when termination is requested by an authorized distributor. (…)”.
