The small print, obligatory for the franchisee?
In many franchise formulas, the franchisee is obliged to use the contacts put forward by the franchisor, such as a permanent supplier or permanent adviser. Because that regular supplier or consultant will often apply its own general terms and conditions, these terms and conditions are more or less imposed on the franchisee. This is not necessary.
They are often referred to as the ‘small print’: the general terms and conditions used by suppliers, banks, insurers, and so on. The conditions are often printed almost unreadably small on the back of a contract or quotation. And while everyone knows that the ‘small print’ is important, they are rarely read properly.
Nevertheless, it is very important to carefully read the general terms and conditions that the other party declares applicable when concluding a contract. Although the law offers some protection against unreasonably onerous provisions, that protection mainly applies to consumers and not to people acting in the course of a business.
The franchisee can always make agreements with any contracting party that deviate from one or more provisions of the general terms and conditions of this party. After all, freedom of contract also applies in this relationship. It is only a matter of reading the terms and conditions carefully. You can submit all provisions that you find and that you do not like to the contracting party. Ultimately, by negotiating this, you can arrive at a set of general terms and conditions that is acceptable to both parties.
An example to underline the importance of negotiation:
Suppose your supplier’s general terms and conditions state that a specified delivery date is never a deadline. In your industry, however, you regularly make agreements with your customers, which must be kept on time. If you are late, your customers will incur damage that they may be able to recover from you. It is then advisable to change the general terms and conditions with the supplier in such a way that the delivery date stated to the supplier is a strict deadline, unless it has been expressly stated that this is not the case.
Ludwig & Van Dam franchise attorneys, franchise legal advice
Other messages
Franchisors may no longer impose changes to store hours – February 12, 2019 – mr. AW Dolphin
At the end of 2018, a draft of the “Freedom of Choice for Retailers (Opening Hours) Act” was presented.
When does a franchisor go too far when recruiting franchisees?
The judgment of the Court of Appeal of Arnhem-Leeuwarden on 5 February 2019 dealt with whether the franchisor had acted impermissibly when recruiting the franchisees.
Advisory Board on Regulatory Pressure (ATR) advises State Secretary Keijzer about the Franchise Act
In short, it is first advised to actively inform franchisors and franchisees about this amendment to the law.
Post non-competition ban on services and sales franchise
When a franchise agreement ends, many franchisees encounter a prohibition in the franchise agreement to perform similar work for a period of time thereafter
The concept of the Franchise Act: impact for franchisors and franchisees – dated February 5, 2019 – mr. AW Dolphin
Ludwig & Van Dam Advocaten believes that if the draft of the Franchise Act actually becomes law, a lot will change for franchisors and franchisees.
Buy franchise business and the laid off sick employee from 7 years ago
The question is whether a Bruna franchisee, when selling the franchise company to Bruna, should have stated that seven years ago an employee had left employment sick.