جنبه های حقوقی قراردادهاي فرانشيز

Chapter 3: Franchise

Section 1: General

Article 3:101: Scope

This Chapter applies to contracts under which one party (the franchisor) grants the other party (the franchisee), in exchange for remuneration, the right to conduct a business (franchise business) within the franchisor’s network for the purposes of selling certain products on the franchisee's behalf and in the franchisee's name, and whereby the franchisee has the right and the obligation to use the franchisor’s tradename or trademark and other intellectual property rights, the know-how and the business method

Article 3:102: Pre-Contractual Information

I) The obligation to disclose pre-contractual information (Article 1:201) requires the franchisor in particular to provide the franchisee with adequate and timely information concerning: FranchiseContracts.blogfa.com

a) the franchisor’s company and experience

b) the relevant intellectual property rights

c) the characteristics of the relevant know-how

d) the commercial sector and the market conditions

e) the particular franchise method and its operation

f) the structure and extent of the franchise network

g) the fees, royalties or any other periodical payments

h) the terms of the contract

II) If the franchisor´s non-compliance with paragraph 1 does not give rise to a fundamental mistake under Article 4:103 PECL, the franchisee may recover damages in accordance with Article 4:117(2) and (3) PECL, unless the franchisor had reason to believe that the information was adequate or had been given in reasonable time. FranchiseContracts.blogfa.com

III) The parties may not derogate from this provision

Section 2: Obligations of the Franchisor

Article 3:201: Intellectual Property Rights

I) The franchisor must grant the franchisee a right to use the intellectual property rights to the extent necessary to operate the franchise business

II) The franchisor must make reasonable efforts to ensure the undisturbed and continuous use of the intellectual property rights

III) The parties may not derogate from this provision

Article 3:202: Know-How

I) Throughout the duration of the contract, the franchisor must provide the franchisee with the know-how which is necessary to operate the franchise business

II) The parties may not derogate from this provision

Article 3:203: Assistance

I) The franchisor must provide the franchisee with assistance in the form of training courses, guidance and advice, in so far as necessary for the operation of the franchise business, without additional charge for the franchisee

II) The franchisor must provide further assistance, in so far as reasonably requested by the franchisee, at a reasonable cost

Article 3:204: Supply

I) When the franchisee is obliged to purchase goods or services from the franchisor, or from a supplier designated by the franchisor, the franchisor must ensure that the products ordered by the franchisee are supplied within a reasonable time, in so far as practicable, and provided that the order is reasonable

II) Paragraph 1 also applies to cases where the franchisee, although not legally obliged to purchase from the franchisor or from a supplier designated by the franchisor, is in fact required to do so

III) The parties may not derogate from this provision

Article 3:205: Information during the Performance

The obligation to inform (Article 1:203) requires the franchisor in particular to provide the franchisee with information concerning

a) the relevant market conditions

b) the commercial results of the franchise network

c) the characteristics of the products

d) the prices and terms for the sale of products

e) any recommended prices and terms for the resale of products

f) any relevant communication between the franchisor and customers in the territory

g) any advertising campaigns relevant to the operation of the franchise

Article 3:206: Warning of Decreased Supply Capacity

I) When the franchisee is obliged to purchase products exclusively from the franchisor, or from a supplier designated by the franchisor, the franchisor must warn the franchisee within a reasonable time when the franchisor foresees or ought to foresee, that the franchisor's supply capacity or the supply capacity of the designated suppliers will be significantly less than the franchisee had reason to expect

II) Paragraph 1 also applies to cases where the franchisee, although not legally obliged to purchase from the franchisor or from a supplier designated by the franchisor, is in fact required to do so

III) The parties may not derogate from this provision to the detriment of the franchisee

Article 3:207: Reputation of Network and Advertising

I) The franchisor must make reasonable efforts to promote and maintain the reputation of the franchise network

II) In particular, the franchisor must design and co-ordinate the appropriate advertising campaigns aiming at the promotion of the franchise network

III) The activities of promotion and maintenance of the reputation of the franchise network are to be carried out without additional charge to the franchisee

Section 3: Obligations of the Franchisee

Article 3:301: Fees, Royalties and Other Periodical Payments

I) The franchisee must pay to the franchisor  fees, royalties or other periodical payments agreed upon in the contract

II) If fees, royalties or any other periodical payments are to be determined unilaterally by the franchisor, Article 6:105 PECL applies. FranchiseContracts.blogfa.com

Article 3:302: Information during the Performance

The obligation to inform (Article 1:203) requires the franchisee in particular to provide the franchisor with information concerning: FranchiseContracts.blogfa.com

a) any claims brought or threatened by third parties in relation to the franchisor's intellectual property rights

 b) any infringements by third parties of the franchisor’s intellectual property rights

Article 3:303: Business Method and Instructions

I) The franchisee must make reasonable efforts to operate the franchise business according to the business method of the franchisor

II) The franchisee must follow the franchisor’s reasonable instructions in relation with the business method and the maintenance of the reputation of the network

III) The franchisee must take reasonable care not to harm the franchise network

IV) The parties may not derogate from this provision

Article 3:304: Inspection

I) The franchisee must grant the franchisor reasonable access to the franchisee's premises to enable the franchisor to check that the franchisee is complying with the franchisor's business method and instructions in so far as it is necessary to achieves of the contract

II) The franchise must grant the franchisor reasonable access to the accounting books of the franchisee