How to Review an Online Marketplace Sales Restriction Clause

In October 2026 Olwen reviews a reseller agreement that bans internet sales, the reseller website, and every third-party marketplace, while the supplier still sells the same goods on Amazon. Slack treats a marketplace ban and a ban on the reseller website as the same sentence, treats a luxury image as enough for any brand, and treats a blank market share as already known. The packet — the papers you will actually sign — is due Friday 9 October 2026.

Olwen, ops at a 14-person UK oven-cloth brand in Solva, sells through Nevern Trade Ltd in Newport under English law and the courts of England and Wales. For example, the workshop site lists OC-12 and is the brand's site, not Nevern's store. The £640 quote of 2 October is that email, not a market cost.

Clause 7.1 bars offer, advertising, and sale on the internet and keeps the brick-and-mortar shop. Clause 7.2's discernible-manner line does not undo 7.1. Clause 7.3 adds sole discretion and the Principal's Amazon shop. Clause 7.5 refuses unsolicited orders from outside Wales.

The typical mistake is the 6 October note that a website ban is the Coty ban. In practice a marketplace ban can stay inside the block exemption while a ban on the reseller own website or on an entire online advertising channel is a hardcore restriction. That is not a finding on clause 7. The rush is Friday, and the risk is deleting the website.

Disclaimer: Checkory provides AI support, not legal advice. Consult a qualified lawyer for binding decisions.

How to review an absolute internet ban against a third-party marketplace ban

Clause 7.1 forbids an offer, an advertisement, and a sale on the internet, including any website, and keeps sales in the brick-and-mortar shop. Clause 7.2 does not undo that ban. Log 7.1 as the internet ban and 7.2 as only the third-party marketplace ban.

Coty, 6 December 2017, left own websites open in selective distribution — resellers chosen on quality criteria — and is not clause 7.1. Ping, 24 August 2017, was a £1.45 million website fine, and 21 January 2020 records £1.25 million; don't paste either figure here. Paragraph 8.41 can keep a marketplace ban inside the exemption if the own store stays open, unlike an own-store ban in 8.35 and 8.38. Article 8 of the VABEO — the UK Vertical Agreements Block Exemption Order 2022 — does not decide clause 7. Mayer Brown, May 2022 is not the CMA.

What to check before the reseller website and online advertising stay effective

Check three lines before you treat the channel as still effective, and write them down before Friday. The buyer's own online store is banned. Search engines and price-comparison services are banned as whole channels, and the Solva site is the supplier's site, not Nevern's store.

Paragraphs 8.41 and 10.122 require the buyer to stay free to run its own store and to advertise online. A ban on a whole search or price-comparison channel prevents effective use of the internet. Do write 'own store: banned.' Don't treat the £640 email as proof, and don't treat article 8(6)(a) as a verdict on OC-12.

Which quality criteria favour one reseller?

Quality criteria are not printed on this packet. Clause 7.3 gives other resellers Amazon by sole discretion and says the Principal sells on its own Amazon shop. Harbour Linen, Cardiff, is a Slack name from 6 October 2026, not a contract name, and the share lines are blank.

Paragraphs 8.40 and 8.41 allow quality standards where the internet stays effective. Paragraph 10.120 says a rule can ban every marketplace in fact, for example if its logo must stay hidden. Above 30 percent, paragraphs 10.123 to 10.128 also look at a supplier that uses the barred marketplace. Do write 'quality criteria: not printed.' Don't decide the shares.

When to red flag a passive-sales block inside the online clause

Clause 7.5 tells the reseller to refuse unsolicited orders from outside Wales, so log it before Friday. That is a passive-sales sentence on this packet, not a brand-image sentence. A Bristol address is geography on the territory line, not a luxury test.

Article 8(7) includes sales answering unsolicited requests. SI 2025/163 of 24 February 2025 does not rewrite article 8(6). Geo-blocking a site, or stopping a card because the address is outside the area, is an indirect CMA example. Do log '7.5 refuses unsolicited orders,' and don't file it under brand image.

The rest of the distributor paper is a different hunt on the distribution agreement review. If Slack reads clause 7 as an advertised-price floor, use the minimum advertised price review and stop. If the fight is a duty to buy only from this workshop, use the exclusive-supplier review and stop.

How do you review a brand-image objective and whether it is proportionate

The file prints no luxury-image objective and no market share. Coty, for the referring court, needed a luxury image and proportionate criteria on luxury cosmetics. A prestigious image is not, by itself, a reason to take a clause outside the competition rule.

Use Pierre Fabre paragraph 46 (13 October 2011) is not the marketplace test here. Article 6, in force since 1 June 2022, needs each share at or under 30 percent, and a blank line is not that measurement. Paragraph 10.121 adds that test. Paragraph 8.3 drops the whole agreement for one hardcore restriction, and paragraph 8.5 is not an infringement finding. Regulation (EU) 2022/720 Article 4(e) is European Union law, not this instrument. Don't decide an infringement or an exemption.

Before signing, soften the clause to quality rules, keep the own website, or walk

Before you sign, pick one of three endings and name the sentence that would pause Friday. Soften the ban into quality rules a marketplace could meet. Keep the reseller website and online advertising effective, or walk, and write that choice on the log.

The Law Insider sample, checked on 9 October 2026, bars eBay and Amazon and leaves the member's own website open. The error is pasting it over clause 7.1. Clause 7.4's immediate termination is this packet, not that sample.

The success bar is clause 7.1, because 'Coty lets us ban Amazon' is not this brick-and-mortar ban. Before you sign, verify the five lines and escalate a blank share. Negotiate quality rules, or pause if the only support is Slack.

Open clause 7 → quote 7.1 and 7.2 → mark the buyer's store → quote 7.3 and 7.5 → blanks → soften, keep the website, or walk.

A first-pass — the machine's first read of this uploaded file — can mark those words on the same file. You still fill the log. Document analysis returns flags on that file and does not pick the ending.

Checklist before you finish the review log

A review log that marks whether this clause bans every internet sale or only a third-party marketplace, whether the reseller website and online advertising stay effective, and then softens quality rules, keeps that website, or walks. That close is this hunt, not a fine on the packet. Harbour Linen and the £640 email are not a finding.