Confidentiality and resale conditions for commercial stock

Arrangements accepted by both organisations are clearly recorded before transfer. You therefore know in advance the framework within which Stock & Trade may resell the purchased stock.

Surplus stock is not separate from the market in which your organisation operates. When goods enter the market outside the usual distribution structure, they can affect customer relationships, price positioning, sales partners and how a brand or product is presented.

Discretion may be particularly important where:

• the stock relates to a range change, product launch or ended relationship;
• existing dealers, distributors or customers should not be affected unnecessarily;
• the origin, scale, pricing or reason for the stock is commercially sensitive;
• sales through certain countries, channels or customer groups could affect the existing position;
• labels, packaging or other features identify the original supplier.

Not every submission needs the same degree of discretion. We therefore discuss which interests genuinely require protection and which points are relevant to a possible purchase and onward sale.

The sooner these interests are clear, the more precisely Stock & Trade can assess whether direct purchase is possible within suitable, workable parameters.

In many cases, stock can be discussed carefully without a separate non-disclosure agreement. Where particularly sensitive corporate, pricing or product information must be shared before assessment, additional arrangements may be appropriate.

They may record:

• which information is confidential;
• the purposes for which it may be used;
• which employees, advisers or other participants may have access;
• how long confidentiality lasts;
• what happens to the information if no transaction occurs;
• exceptions, such as public information or disclosure required by law.

A proposed agreement is assessed in advance. It must be clear, workable and proportionate to the information required for assessment.

Where additional confidentiality is desired, we discuss and confirm it before the relevant sensitive information is shared.

Your organisation can state the conditions important for onward sale. Stock & Trade assesses them before making an offer so it is clear which framework may form part of the transaction.

Depending on the stock, conditions may concern:

• countries and regions: markets in which the stock may or may not be offered;
• sales channels: wholesalers, physical shops, webshops, online marketplaces or auctions;
• customer groups: consumers, business buyers, resellers or others;
• sales dates: an agreed start date, temporary restriction or coordination around a launch;
• traceability: handling information that links the stock to the original supplier;
• brand and product presentation: how the brand, product and positioning are presented;
• packaging, labels and identifiable elements: treatment of stickers, internal codes, prices or other features, where changes are permitted;
• other commercial considerations: conditions specific to the stock, distribution structure or market.

Requested conditions should be described as specifically as possible, including the goods, countries, channels and period concerned and any exceptions.

Discussing a condition does not mean it can automatically be accepted. We first assess whether it is clear, verifiable and workable.

We discuss requested conditions as early as possible so Stock & Trade can assess their consequences for sales options, feasibility and any purchase offer.

Where a condition can be accepted, we record:

• the goods, item numbers or lots concerned;
• applicable countries, regions, channels or customer groups;
• its start date and duration;
• actions Stock & Trade may or may not take;
• exceptions or special situations;
• how changes known before transfer are handled.

Conditions are included in the purchase offer, agreement or a separate schedule. Only those clearly recorded and validly accepted by both organisations form part of the transaction.

General expectations, verbally discussed preferences or unconfirmed conditions do not automatically become binding. If assumptions change before transfer, we jointly assess whether the conditions or offer must change.

Both organisations therefore know before concluding the agreement what commercial freedom Stock & Trade has and which restrictions apply.

An offer is partly based on Stock & Trade's ability to resell the stock responsibly. Conditions may limit this or add work, costs and risks, so we include them from the outset.

Their effect depends on:

• the portion of stock concerned;
• the countries, channels and customer groups remaining available;
• the duration;
• expected sales speed and commercial value within permitted routes;
• necessary changes to packaging, labels, documents or presentation;
• additional registration, monitoring or reporting duties;
• the ability to meet conditions responsibly through sales partners.

A resale condition does not automatically result in a lower offer. A targeted, workable arrangement may fit an existing route and have limited effect. Several conditions that heavily restrict sales or create substantial additional work may affect the price, scope or structure of the purchase.

A workable solution may involve splitting the stock, shortening a restriction or allowing another route. If changing conditions could produce a different offer, we discuss this before concluding the agreement.

The offer therefore reflects both the goods and the commercial freedom and obligations within which Stock & Trade can sell them.