ORDER OF THE GOVERNMENT OF THE RUSSIAN FEDERATION

of July 16, 2009 No. 583

About cases of admissibility of agreements between business entities

According to part 2 of article 13 of the Federal law "About Protection of the Competition" Government of the Russian Federation decides:

1. Approve enclosed:

general exceptions concerning agreements between buyers and sellers;

general exceptions concerning agreements between business entities on joint scientific research and joint use of the received scientific and (or) scientific and technical results.

2. Determine that the general exceptions approved by this resolution are effective within 10 years from the effective date of this resolution.

3. Business entities - agreement parties have the right to file in antimonopoly authority petition for check of compliance of the draft agreement to the general exceptions approved by this resolution.

4. Agreements between buyers and sellers, and also agreements between business entities on joint scientific research and joint use of the received scientific and (or) scientific and technical results which are not corresponding to general exceptions can be acknowledged as antimonopoly authority admissible if such agreements correspond to the conditions determined by part 1 of article 13 of the Federal law "About Protection of the Competition".

General exceptions concerning agreements between buyers and sellers

1. The agreement signed between business entities, one of whom acquires goods or is his potential acquirer (further - the buyer), and another provides goods or is his potential seller (further - the seller), is recognized admissible according to these general exceptions if the following conditions are in total satisfied:

a) the seller sells goods 2 or more to buyers and has share in the market of these goods less than 35 percent or according to the agreement sells goods to the single buyer whose share in the market of these goods constitutes less than 35 percent;

b) the seller and the buyer do not compete among themselves or compete in the goods market in which the buyer acquires goods for the purpose of its subsequent sale;

c) the buyer does not make the goods interchanged in relation to goods which are the subject of the agreement.

2. The following terms of agreement between the buyer and the seller cannot be acknowledged admissible:

a) the conditions limiting possibility of the buyer independently to determine the price at which he resells goods to other persons, including condition about minimum price of resale of goods or fixed price of resale of goods;

b) the conditions providing refusal of the buyer to sell goods in the territory determined in the agreement and (or) to the buyers belonging to the category determined in the agreement, except for:

the conditions prohibiting to the buyer (except for the organizations of retail trade) to advertizes and sell goods in the territory which in the agreement between the seller and other buyer is determined as the territory within which only other buyer has the right to sell goods;

the conditions prohibiting to the buyer to advertizes and sell goods in the territory in which sale of goods according to the agreement is performed by the seller;

c) the conditions limiting possibility of the seller to sell to retail buyers goods which are the spare part or component of the product made by the buyer and conform to requirements of the existing technical regulations or underwent assessment of conformity in the procedure established by the legislation of the Russian Federation, and also to sell such goods to the specialized repair or servicing organizations, including the organizations which are not authorized by the buyer for repair and servicing of the products made by it;

d) or can acquire the conditions prohibiting to the buyer to make, buy and sell the goods interchanged in relation to goods which it acquires according to the agreement (further - goods - substitute), except for the following cases:

if such conditions were provided by the agreements signed before entry into force of this resolution (in this case such conditions are recognized admissible before expiration of the agreement, but no more than 3 years from the effective date of this resolution);

if such conditions are provided for the term of no more than 3 years from the date of agreement signature between the buyer (except for the organizations of retail trade) and the seller and at the same time earlier signed agreements between them did not provide such conditions;

prohibition on sale of goods substitute on the parcel of land and (or) in the room given to the buyer by the seller on any legal cause;

e) the conditions obliging the buyer to acquire more than 50 percent at the seller (in value term) total quantity of goods taking into account goods substitutes which the buyer acquires in year, except for the following cases:

if such conditions were provided by the agreements signed to the introduction of this resolution in force (in this case such conditions are recognized admissible before expiration of the agreement, but no more than 3 years from the effective date of this resolution);

if such conditions are provided for the term of no more than 3 years from the date of agreement signature between the buyer (except for the organizations of retail trade) and the seller and at the same time earlier signed agreements between them did not provide such conditions;

if such conditions are provided in the customer's agreement, performing trade on the parcel of land and (or) in the room given to the buyer by the seller on any legal cause;

e) the conditions obliging to include the buyer in the agreement on the subsequent sale of goods of provision which prohibit resale of goods.

3. For the purpose of ensuring the competition the agreement between the buyer and the seller establishing the territory within which only the buyer has the right to sell goods shall contain the conditions providing refusal of the buyer of the conclusion with sellers of goods substitutes of the agreements establishing geographically identical or partially coincident territory.

4. If after agreement signature between the buyer and the seller the share of the buyer or seller in the goods market exceeded 35 percent, this resolution is applied to such agreement within 6 months after the expiration of calendar year in which such share exceeded 35 percent.

General exceptions concerning agreements between business entities on joint scientific research and joint use of the received scientific and (or) scientific and technical results

1. These general exceptions are applied to the agreements signed between business entities whose subject is carrying out the joint scientific research directed to development of new goods or engineering procedures, and also joint use of the received scientific and (or) scientific and technical results.

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