Algeria

According to Art. 34 of the Algerian Commerce Code, the agency contract è defined as an agreement whereby a person, without being bound, undertakes to habitually promote and conclude purchases and/or sales, and more generally all other commercial transactions in the name and on behalf of a principal merchant. In particular, the definition provided by the Code de Commerce shows that:

the commercial agency contract presupposes that the agent is not obligated to the principal by a contract for the provision of services (“louage de services”);

The agent è obliged to conclude, on a continuous basis, purchases or sales and all other related activities, in the name and on behalf of the principal itself. Eventually, the’agent may carry out business transactions on its behalf (as in the distribution contract);

The role of commercial agent canò be performed by a natural or legal person, provided that heé is registered in the trade registers.

In extreme summary, it can be said that the approach given by the law does not deviate from the disciplines of European countries or, more generally, from the European Union and international practice.

Therefore, in drafting a commercial agency contract, special precautions must be taken and, specifically, the models suggested by the International Chamber of Commerce in Paris, or other institutions, or those adopted by international practice may be usefully employed.

In contrast to the legislation, for example, in force in EU countries (which have transposed Directive 86/653/EEC on commercial agents), Algerian law does not provide for any particular obligations or limitations, nor for public policy clauses in favor of the agent.

However, it is worth pointing out that in case of termination of the contractual relationship, the notice period must be respected, which must be congruous with the duration of the contract.

It follows that, when a foreign company, particularly a European one, intends to appoint an agent in Algeria, it can carefully consider the advisability of using Algerian law as the applicable law.

There’s; by virtue of the circumstance that Algerian law does not place particular safeguard clauses to protect the agent and, specifically, the’obligation to pay an’indemnity’at the end of the relationship or the’obligation to remunerate the non-competition agreement are not contemplated.

The contract can therefore be very streamlined having care the foreign principal house to provide and respect the terms of notice which, we repeat, must be consistent and proportional to the duration of the relationship.

In view of the fact that Algeria has ratified the 1958 New York Convention on International Arbitration, it will be advisable to include in the contract a clause providing for the exclusive jurisdiction of an arbitral tribunal to hear and decide any dispute arising between the principal and the agent. It is suggested to resort to an administered arbitration, that is, to have the proceedings subjected to an arbitration regulation adopted by an independent body such as may be an Algerian or a third country Chamber of Commerce.

Summarizing, the agency contract mayò be drafted in French or other language; Algerian law mayò be chosen as the applicable law. È it is useful to provide an arbitration clause, which recalls an arbitration regulation adopted by an Algerian or foreign Chamber of Commerce.

The distribution contract, in the same way as in countless Orders, does not find a specific discipline in Algerian law.

The contractual models adopted by international practice can therefore be used.

The same considerations made with regard to the agency contract apply, in the sense that Algerian law does not provide for any particular obligations or limitations on the part of the principal and thus in favor of the distributor.

Taking into account the fact that in Europe the law or jurisprudence imposes on the principal house the’obligation to pay the distributor, in the same way as a commercial agent, a’goodwill indemnity in the event of termination of the relationship, also in this case converrà carefully consider the’desirabilityà of subjecting the relationship to Algerian law, since there is precisely no right on the part of the distributor to claim a’indemnityà.

The franchise contract è very common in Algeria and is included in the category of business contracts, joining the agency and distribution contracts.

The franchise contract brings together a franchesee and a franchisor. The franchisor grants the franchesee the right to use and disseminate for commercial purposes its trademark and label as well as the right to produce its goods and market them. As a quid pro quo, the franchisee agrees to pay an amount calculated on its turnover and to submit to a list of franchisor's obligations whereby it will comply with the franchisor's product manufacturing standards, the rates charged to the obligations to produce the goods the franchisor chooses to market, and the standards related to the setting up of the business premises.

The franchise contract is not è subject to specific legislation. The parties to the contract have a wide scope to draft the clauses according to their convenience and organize their relations according to their own need. Rules generally common to franchise contracts concern:

the remuneration due to the franchisor who agrees that his brand name will be disseminated by a third party;

the list of obligations including that the trademark be disseminated according to the franchisor's will and rules;

It is part of the franchisor's possibility of initiative: the placing on the market of new products to which the franchisee cannot refuse and the advertising of the trademark. Sometimes for the’purchase of raw materials is added for the franchisee the’obligation to procure from the franchisor.

In March 2011, the Algerian Ministry of Trade issued a note to all importers reminding them of their obligation to submit proof of conformity of products to be imported by means of a certificate of conformity or quality certificate for all exports to Algeria, to ensure that they meet the relevant legal and regulatory requirements affecting them. This obligation is imposed by Law 09-03 of 02/25/2009 on Consumer Protection and Fraud Prevention and Decree 05-467 of 12/12/2005, on the conditions and procedures for conformity control of imported goods at customs.

. The required Certificate of Conformity may also be referred to as the "Certificat de contrôle de qualité". This document must certify that the goods are in compliance with the regulations and technical standards of the country. The original copy of the certificate of conformity is required for each shipment and should be issued in the country of export. This is a mandatory document.

. These provisions first stipulate that the mandatory label must be firmly attached to the packaging or printed on it. The particulars (name under which the product is distributed, references of the manufacturer, importer, indication of the net content expressed in international metric units, methods of use of any precautions), must be given clearly, legibly and using indelible ink. For the import of foodstuffs, it is stipulated that if the volume or weight is less than 5 liters or 5 kilograms, any transport material may be used except for glass or transparent plastic in the form of bottles, jars or cans.

A note was published on the website of the Algerian Ministry of Trade (March 2011) in reference to the importer's data that are indicated on labels and packaging of goods destined for Algeria. This note became necessary after a number of shipments were found, and consequently stopped, where the labels on the packaging contained incorrect importer data (name and address). These checks were carried out by the Quality and Fraud Control Service operating at the Algerian border under the authority of the Ministry of Commerce.

So, as of July 1, 2011, all shipments that do not report the correct data are blocked and rejected by Algerian customs, with no possibility of derogation. As a result, exporters will have to ensure that they obtain the exact identity and relevant references of the importer and that the same data are indicated on the markings of the products being shipped, avoiding over-labeling, double-labeling, company names and different addresses.

Regulations related to product packaging are also present in product labeling legislation. With reference to the authorized languages related to packaging and labeling, it is specified that all products sold at retail in the Algerian market must be accompanied by an information leaflet in Arabic.

It is reminded that all food, cosmetics, and pharmaceutical products must be "halal," meaning in accordance with the precepts of the Muslim Religion, and it is suggested that this certificate be obtained prior to export.