17-07-2025

On May 8, 2025, the Court of Justice of the European Union (hereinafter: CJEU) ruled on a case that could have far-reaching consequences for companies that work with exclusive distribution agreements.

Beevers Kaas BV v Albert Heijn (C-581/23) dealt with the question of whether and when a distributor with exclusive rights may oppose sales activities by other distributors in its territory.

The judgment provides clarity on the so-called “parallel imposition” requirement. This means that a supplier must actively involve all distributors (therefore not only the exclusive ones) in the prohibition of active sales in the territory allocated to another distributor. The Court confirmed that exclusive protection is only possible if other distributors are also “contractually bound” or “demonstrably informed and involved” in such a prohibition.

With this ruling, the CJEU raises the bar for suppliers who want to protect their exclusive distribution network against active sales by others. In this article, we discuss the facts of the case, the legal framework, the CJEU's interpretation, and the concrete implications for your company.

Facts and background

Beevers Kaas BV has been the exclusive distributor of Beemster cheese in Belgium and Luxembourg since 1993. The Dutch producer Cono also supplies the cheese to other customers, including the Albert Heijn supermarket chain in the Netherlands. The latter purchased the cheese for sale in the Netherlands but expanded its activities to Belgium through its own stores.

Beevers considered this to be a violation of its exclusive rights and brought an action before the Antwerp Commercial Court seeking an injunction against Albert Heijn's sale of the cheese in Belgium. Albert Heijn argued that it was not a party to the contract between Cono and Beevers and that, moreover, there was no valid sales ban. The court followed this reasoning and dismissed the claim. On appeal, the Court of Appeal in Antwerp referred preliminary questions to the CJEU.

The legal question: when is an active sales ban valid?

Article 101(1) TFEU prohibits agreements that restrict competition, such as market sharing. However, vertical distribution agreements may be exempted from this prohibition under Regulation (EU) No. 330/2010 (the Vertical Block Exemption Regulation or VBER), provided that certain criteria are met.

Article 4(b)(i) VBER stipulates that a prohibition on active sales in an exclusively allocated territory is permissible if three conditions are met:

• The territory is exclusively allocated to a distributor,
• The restriction on active sales applies to other customers, and
• This restriction is imposed and accepted by the other customers. (These last two points concern the so-called “parallel imposition” requirement.)

What is meant by “parallel imposition”?

Parallel imposition means that a supplier not only makes agreements with the exclusive distributor, but also prohibits other distributors from actively selling in the exclusive territory of other distributors. This prohibition must be ‘demonstrably’ imposed and “accepted” by the other distributors.

The ECJ confirms that mere factual conduct, such as refraining from sales, is not sufficient. There must be:

• An invitation from the supplier to the other distributors to refrain from active sales;
• Acceptance of that prohibition (explicit or tacit);
• A practical enforcement mechanism, such as monitoring or sanctions.

There must therefore be a meeting of minds between the supplier and the distributors, resulting in a permissible restriction of active sales to the exclusive territory. If this is not the case, the active sales ban is invalid and may be contrary to competition law.

What does this mean in practice?

The Court's judgment sets the tone for all exclusive distribution systems within the EU:

• Ensure a comprehensive contractual framework: exclusive distribution requires that other distributors are also explicitly bound. Include active sales prohibitions in all relevant contracts.
• Provide for clear compliance and monitoring: suppliers must be able to demonstrate that the prohibition has been communicated and is effectively complied with. A clause without follow-up is not sufficient.
• Exclusive rights are not absolute: a distributor may only oppose parallel imports if the competition law framework is complied with. Otherwise, exclusive agreements are not enforceable against third parties.

What does this mean for your company?

The Beevers/Albert Heijn ruling makes it clear that suppliers and distributors must make greater contractual and compliance efforts to effectively protect exclusive territories. This requires:

• Consistency in all contracts (with exclusive and non-exclusive distributors);
• Demonstrable communication about prohibitions (letter, email, General Terms and Conditions);
• Proof of acceptance (contractual clause, response, behavior);
• Clear follow-up in practice (monitoring, reporting, sanctions).

An exclusive distributor who invests in a market without these safeguards risks being unable to effectively defend its position against infringements.

Conclusion

The Beevers/Albert Heijn ruling confirms that an exclusive distributor is only protected if the supplier actually protects the exclusive territory against active sales by others. The obligation to impose parallel restrictions is not a non-binding suggestion, but a legal requirement. Only those who implement this correctly can count on an enforceable exclusive system.

Do you have questions about your distribution policy? Do you work with exclusive agreements and want to know whether they are valid under competition law? Or are you considering restructuring your sales network? Don’t hesitate to reach out to our Commercial team. We will be happy to assist you.