Are There Legal Blind Spots in Exclusive Agency Agreements for Imported Equipment?

Legal Boundaries of Exclusive Agency Rights

According to Article 562 of the newly implemented Civil Code in 2025, exclusive agency agreements must meet three legal requirements:Clear authorized geographical scope,Reasonable agency period agreementandNo exclusion of parallel import clauses。欧盟法院2024年裁决的”工业激光设备案”显示，限定中国代理商不得经营同类竞品的排他条款被认定无效，这为协议起草提供了重要参考。

Analysis of Four Major Cross-Border Agency Risk Points

• Antitrust Risks
  • Market dominance determination criteria: Special review required if single brand market share exceeds 35%
  • Territorial restriction clause: Provincial agency agreements shall not include cross-regional sales penalty clauses
• Customs declaration risks
  • New 2025 General Administration of Customs regulation requires exclusive agency agreements to be filed simultaneously
  • Price declarations must specify the proportion of agency fees; exceeding 15% will trigger price verification

Effect determination of controversial clauses

In the 2025 German machine tool agency dispute case adjudicated by Beijing Fourth Intermediate Court, the court ruled the following clauses invalid:

• Mandatory requirement for third-party maintenance to use original manufacturer parts
• Requiring agents to bear joint liability for equipment quality
• Prohibiting agents from dealing with related technology products

Compliance operation roadmap

• Agreement signing phase
  • Commission foreign law firms to prepare applicable law statements
  • Submit concentration of operators declaration to MOFCOM (annual transaction volume exceeding 400 million requires declaration)
• Agreement implementation phase
  • Establish price adjustment filing mechanism (each adjustment shall not exceed 10%)
  • Submit quarterly market share analysis reports

Practical dispute resolution recommendations

According to 2025 data from China International Economic and Trade Arbitration Commission, average arbitration period for equipment agency disputes has shortened to 8.2 months. Recommended agreement provisions:

• Select Hong Kong or Singapore as arbitration venue
• Specify application of UN Convention on Contracts for the International Sale of Goods
• Include 60-day mandatory negotiation period clause

Response to new customs supervision regulations

2025 implemented Customs Royalty Management Measures require:

• Agency fees must be separately listed on payment vouchers
• Technical training fees exceeding 10% of equipment value require consolidated declaration
• Resale price difference compensation clauses must be pre-filed