# Consumer / Retail Lexicon

Standard English terminology for consumer-facing commercial agreements: terms and conditions,
franchise agreements, distribution agreements, supply agreements, agency agreements, product
liability, consumer warranties, and related instruments.

## Core Consumer/Retail Terms

| Correct English term | Usage / meaning | Avoid |
|---|---|---|
| general terms and conditions of sale | Standard commercial conditions governing retail sale of goods | "conditions of sale" (too vague) |
| general terms and conditions | Broad contractual conditions applicable to multiple contract types | "general conditions" without "terms" |
| franchise agreement | Legal arrangement granting franchisee right to operate under franchisor's brand/system | "franchise contract" (less precise) |
| distribution agreement | Contract for ongoing supply and distribution of goods to end customers or further distributors | "distribution contract" (informal) |
| supply agreement | Framework contract for periodic or continuous supply of goods | "supply contract" (less precise) |
| agency agreement | Contract appointing commercial agent under EU Directive 86/653/EEC | "sales agency"; "representation agreement" (not legally equivalent) |
| framework supply agreement | Contract providing for ongoing periodic supply of goods on agreed terms; distinct from single supply contract | "supply contract" (less precise); "periodic supply" (too vague) |
| purchase order | Written request for goods with specified quantity, price, and delivery terms | "order" (too vague) |
| order confirmation | Seller's written acceptance and confirmation of a purchase order | "order acceptance" (less precise) |
| price list | Document setting out standard selling prices for goods/services | "price schedule" (typically time-limited) |
| discount | Reduction in price below standard list price | "rebate" (typically volume-based and paid retrospectively) |
| retail price | Price at which goods are sold to final consumer | "consumer price" (less precise); "consumer price index" (different concept) |
| wholesale price | Price at which goods are sold to distributors/retailers for resale | "trade price" (imprecise) |
| commercial margin | Profit margin between purchase price and selling price | "mark-up" (calculated differently) |
| mark-up | Additional amount added to cost price to determine selling price | "margin" (includes other costs) |
| exclusivity / exclusive right | Right to sole distribution/sale in defined territory or customer segment | "exclusive privilege" (archaic) |
| territory | Geographic area within which distribution/sales rights apply | "zone" (informal) |
| territorial exclusivity | Exclusive right to distribute/sell within defined geographic area | "geographic exclusivity" (less standard) |
| sales channel | Route through which goods are distributed to consumers (direct, retail, online, etc.) | "distribution route" (less precise) |
| point of sale / retail outlet | Physical location where goods are sold directly to consumers | "sales point" (informal) |
| online sales / e-commerce | Sale of goods via internet to consumers or businesses | "internet sales" (too broad); "online trade" |
| online marketplace / marketplace | Electronic platform enabling multiple third-party sellers to offer goods or services to buyers. "Online marketplace" is the EU-law form (e.g., Directive (EU) 2019/2161, Digital Services Act); "marketplace" alone can be used where the digital context is already clear. | physical marketplace (distinct — a physical market); e-commerce platform (narrower — an own-inventory platform is not a marketplace) |

## Franchise-Specific Terms

| Correct English term | Usage / meaning | Avoid |
|---|---|---|
| franchisor | Person or entity granting franchisee rights to operate business format | "franchise grantor" (less standard) |
| franchisee | Person or entity granted right to operate franchise business | "franchise holder" (informal) |
| initial franchise fee / entry fee | Upfront payment by franchisee to franchisor for franchise rights | "franchise fee" (ambiguous); "setup fee" |
| royalty | Ongoing periodic payment by franchisee to franchisor, typically based on sales | "license fee" (less precise); "franchise contribution" |
| advertising fee / marketing contribution | Payment by franchisee toward franchisor's collective advertising/marketing | "marketing fee" (less precise) |
| operations manual | Document containing procedures, standards, and instructions for franchise operation | "operations handbook"; "operations guide" |
| know-how | Business experience, methods, and technical information transferred to franchisee | "expertise" (less legal); "technical knowledge" |
| trade mark / brand | Registered or unregistered mark identifying franchisor's business; licensed to franchisee | "brand name" (informal); "trading name" |
| business format | Complete system, method, and brand under which franchise business operates | "franchise system" (less precise) |
| quality standards | Requirements for product/service quality, presentation, and customer service | "quality control" (describes the process, not the standards) |
| centralized procurement | Central purchasing arrangement for franchise system to obtain goods at scale | "central buying" (informal) |
| pre-opening | Period before formal opening during which franchisee prepares location and receives training | "pre-launch" (less precise) |
| right of first refusal | Right of franchisor or franchisee to purchase asset/rights before third party | "pre-emption right" (UK term, legally equivalent) |
| non-compete clause / non-competition clause | Clause restricting a party from competing during and/or after the contract term. Both "non-compete" and "non-competition" are acceptable in UK and US drafting; "non-compete" is the shorter modern form. | restrictive covenant (broader concept — covers non-solicit, non-poach, confidentiality) |
| change of control | See canonical definition in finance-banking.md. Franchise/distribution context: typically requires franchisor/supplier consent and may trigger termination right. | — |

## Distribution and Supply Terms

| Correct English term | Usage / meaning | Avoid |
|---|---|---|
| distributor | Entity purchasing goods from supplier and reselling to retailers or other distributors | "distribution company" (less precise) |
| commercial agent | Independent intermediary who negotiates purchase/sale on behalf of principal (EU Directive 86/653/EEC) | "sales agent"; "representative" (not legally equivalent under EU law) |
| representative | Person acting on behalf of another (generic term; may include employees) | "agent" without specifying type (ambiguous) |
| dealer / concessionaire | Entity granted exclusive right to sell specific brand/product in defined territory | "dealership" (informal); "distributor" (broader) |
| wholesaler | Entity buying goods in bulk for resale to retailers | "wholesale distributor" (redundant) |
| retailer | Entity selling goods directly to end consumers | "retail outlet" (describes location, not entity) |
| distribution chain / supply chain | Series of entities from manufacturer to end consumer | "chain of distribution" (less standard) |
| product / goods | Tangible items subject to sale, supply or distribution | "merchandise" (informal); "commodities" (typically raw materials) |
| goods | Tangible personal property subject to contract | "products" (less precise in legal context); "merchandise" (informal) |
| sample | Specimen of goods provided to demonstrate quality/nature | "trial unit" (less precise) |
| catalog (US default) / catalogue (UK) | Printed or digital document listing available products with descriptions/prices | "product list" (less formal) |
| stock / inventory | Goods held in warehouse or storage for sale or distribution | "supplies" (less precise) |
| minimum order quantity (MOQ) | Lowest quantity of goods buyer must purchase in single order | "minimum purchase" (less precise) |
| minimum order | Lowest quantity of goods that constitutes valid purchase order | "minimum purchase order quantity" (redundant) |
| lead time / delivery time | Period between order placement and goods receipt | "delivery period" (less precise); "supply time" |
| shipment | Goods transported from supplier to buyer under single order | "delivery" (broader); "consignment" (specific type of arrangement) |
| delivery terms / Incoterms | Specification of which party bears cost and risk during transport (ICC Incoterms standard) | "shipping terms" (less precise); "terms of delivery" |
| EXW (ex works) | Incoterm: buyer accepts goods at seller's premises; buyer bears all transport risk/cost | "ex factory" (less standard abbreviation) |
| DAP (delivered at place) | Incoterm: seller bears cost/risk until goods delivered to named place; buyer arranges unloading | "delivered at point" (imprecise); "delivery at place" |
| freight collect | Incoterm variant: buyer pays transport charges (DDU - Delivered Duty Unpaid) | "carriage forward" (UK term, less precise) |
| freight prepaid / carriage paid | Incoterm: seller pays transport cost; buyer bears risk in transit | "postage paid" (informal) |
| lack of conformity / non-conformity | Goods fail to meet contractual specifications or quality standards (Consumer Sales Directive 2019/771/EU) | "defective goods" (less precise); "deviation from contract" |
| defect | Physical or functional flaw in goods reducing value or usability | "fault" (informal); "imperfection" (less technical) |
| latent defect | Hidden defect not discoverable by reasonable inspection at time of sale | "hidden defect" (less legal); "concealed fault" |
| apparent defect | Defect visible and discoverable by reasonable inspection at time of sale | "obvious defect" (less precise); "patent defect" (less common) |
| selective distribution | Distribution system where supplier selects distributors based on qualitative criteria (e.g., specialist staff, premises standards); subject to EU competition rules (Vertical Block Exemption Regulation) | Restricted distribution (less precise) |
| minimum annual purchase obligation / minimum purchase commitment | Distributor's obligation to purchase minimum volume/value of goods per year; failure may trigger termination | Annual quota (informal); Minimum volume (less precise) |
| goodwill indemnity / compensation on termination | Statutory payment to commercial agent upon termination for goodwill/customers brought to principal (EU Directive 86/653/EEC, Art. 17); agent may choose indemnity or compensation model | Termination indemnity (less precise); Agency compensation (too vague) |
| notice of defects | Formal notification by buyer to seller of non-conforming goods within legal timeframe | "defect notification" (less formal); "notice of non-conformity" |

## Consumer Protection Terms

| Correct English term | Usage / meaning | Avoid |
|---|---|---|
| consumer | Natural person acting for purposes outside trade, business, or profession (EU Consumer Rights Directive 2011/83/EU) | "customer" (includes businesses); "buyer" (too broad) |
| trader / professional | Natural or legal person acting in commercial/professional capacity | "supplier" (less precise); "seller" (informal) |
| unfair term | Contract term that causes significant imbalance in parties' rights, contrary to good faith (Unfair Contract Terms Directive 93/13/EEC) | "unfair clause" (less precise); "unreasonable term" (different standard) |
| unfair terms / abusive clauses | Multiple contract terms meeting unfair term definition | "onerous clauses" (different concept); "burdensome terms" (subjective) |
| right of withdrawal / cooling-off right | Consumer right to cancel distance/off-premises contract within statutory period without penalty (EU Consumer Rights Directive 2011/83/EU) | "right of cancellation" (less standard); "rescission right" (different concept) |
| cooling-off period | Statutory period (typically 14 days) within which consumer may exercise withdrawal right | "reflection period" (less precise); "cancellation period" (less standard) |
| statutory guarantee of conformity | Seller's legal obligation that goods conform to contract and are fit for purpose (Consumer Sales Directive 2019/771/EU) | "warranty of title" (different concept); "merchantability guarantee" (less precise) |
| commercial warranty | Voluntary promise by trader regarding goods beyond statutory guarantee | "manufacturer's warranty" (often both); "express warranty" (broader) |
| product liability | Legal responsibility of manufacturer/supplier for injury/damage caused by defective product | "product defect liability" (redundant) |
| defective product | Product causing injury or damage due to manufacturing/design/instruction defect | "faulty product" (informal) |
| product recall | Procedure for manufacturer/seller to remove defective products from circulation and offer remedy | "product withdrawal" (different legal process); "market recall" (less precise) |
| safety notice | Public notification of product safety hazard and recommended consumer action | "product safety alert" (less formal); "recall notice" |
| unfair commercial practices | Commercial practices contrary to standards of honest/fair dealing, materially distorting consumer behavior (Unfair Commercial Practices Directive 2005/29/EC) | "misleading practices" (narrower); "unfair competition" (different concept) |
| misleading advertising | Commercial communication containing false/deceptive information affecting consumer purchasing decision | "deceptive advertising" (less precise); "false claims" (informal) |
| distance selling | Sale of goods where buyer and seller conclude contract without simultaneous physical presence | "distance sale" (informal); "remote sale" |
| distance contract | Contract concluded between trader and consumer using distance communication means (email, telephone, website, etc.) | "distance agreement" (less standard in consumer context) |
| off-premises contract | Contract concluded away from trader's business premises (home, street, etc.) (EU Consumer Rights Directive 2011/83/EU) | "out-of-store contract" (less standard); "doorstep sale" (informal) |
| pre-contractual information | Information consumer must receive before committing to distance/off-premises contract (contract terms, trader identity, withdrawal right, etc.) | "pre-contract disclosure" (less precise); "pre-sale information" |
| withdrawal form | Standard form enabling consumer to exercise withdrawal right (EU Consumer Rights Directive 2011/83/EU) | "cancellation form" (less standard); "notice of withdrawal" (can be other format) |
| refund | Return of money paid by consumer for goods/services canceled or not supplied | "reimbursement" (formal); "money back" (informal) |
| replacement | Supply of conforming goods to consumer in place of non-conforming goods | "substitute goods" (less precise) |
| repair | Restoring defective/non-conforming goods to conforming state | "fixing" (informal); "restoration" (broader concept) |
| warranty / guarantee | Undertaking by seller/manufacturer that goods meet specified standards/performance | "assurance" (less legal) |
| merchantability / satisfactory quality | Statutory guarantee that goods are of quality acceptable for ordinary use (UK Consumer Rights Act 2015; satisfactory quality is UK term) | "fitness for purpose" (different concept); "acceptable quality" (less precise) |
| fitness for purpose | Seller's guarantee that goods are suitable for specific purpose made known to seller | "suitability" (informal); "appropriateness" (less legal) |
| consumer rights | Legal entitlements of consumers (withdrawal, guarantee, remedy, safety, etc.) | "consumer protections" (less precise); "consumer remedies" (narrower) |
| unfair contract terms | Contract provisions that unfairly advantage trader over consumer in substance or negotiation (Unfair Contract Terms Directive 93/13/EEC) | "unreasonable terms" (different test); "oppressive terms" (less precise) |

## Section Headings

| Correct English heading | Avoid |
|---|---|
| SUBJECT MATTER | "Purpose of contract"; "Contract object" (less standard) |
| TERRITORY AND EXCLUSIVITY | "Territorial scope and exclusion" (imprecise) |
| DISTRIBUTOR'S OBLIGATIONS | "Duties of distributor" (less formal) |
| SUPPLIER'S OBLIGATIONS | "Supplier duties"; "Seller's obligations" (different party) |
| PRICES AND PAYMENT TERMS | "Price and payment" (less formal); "Pricing terms" |
| DELIVERY AND TRANSPORT | "Delivery and shipping" (less formal); "Transport of goods" |
| WARRANTY AND LIABILITY | "Warranties and remedies" (different concept); "Guarantees and responsibility" (informal) |
| INTELLECTUAL PROPERTY | "IP rights"; "Intellectual property rights" (same meaning, less common heading) |
| NON-COMPETE | "Non-competition"; "Competitive restrictions" (less standard) |
| TERM AND TERMINATION | "Contract duration and ending" (informal); "Duration and dissolution" |
| EXPRESS TERMINATION CLAUSE | "Termination for convenience"; "Automatic termination clause" (different concept) |
| UNFAIR TERMS | "Unfair contract terms" (same concept) |
| PRODUCT SAFETY AND RECALL | "Safety and withdrawal"; "Product defects" (narrower) |
| CONSUMER REMEDIES | "Consumer rights and remedies"; "Available remedies" (less specific) |
| MISCELLANEOUS / GENERAL PROVISIONS | "Miscellaneous"; "General provisions" (both acceptable); avoid "Final provisions" |

## Notes

- **"Commercial agent" vs other roles**: Under EU Directive 86/653/EEC, "commercial agent" has specific
  legal status distinct from representative, distributor, or employee. Use precisely to preserve legal
  consequences regarding notice periods, commission, and statutory obligations.

- **Unfair contract terms (Directive 93/13/EEC)**: These are assessed on substance and negotiation:
  terms that cause significant imbalance contrary to good faith. Do not translate as "onerous" or
  "burdensome" which are subjective. Reference EU Consumer Rights Directive 2011/83/EU for distance selling.

- **Consumer definition (Directive 2011/83/EU)**: A consumer is a natural person acting for purposes outside
  trade/business/profession. B2B transactions, even with small businesses, fall outside consumer protection
  unless specifically agreed. Maintain this distinction in translation.

- **Incoterms**: Keep ICC Incoterms abbreviations (EXW, FCA, DAP, DDP, etc.) in English — they are
  internationally standardized. Add full English name on first use: "EXW (ex works)".

- **Statutory vs commercial warranty (Directive 2019/771/EU)**: Statutory guarantee of conformity is
  mandatory; commercial warranty is optional undertaking by trader. Both may apply; do not conflate.

- **"Satisfactory quality" (UK) vs "merchantability"**: UK Consumer Rights Act 2015 uses "satisfactory
  quality"; older case law and US law use "merchantability". UK context prefers "satisfactory quality".

- **Product recall**: Formal procedure distinct from voluntary market withdrawal. Use "product recall" for
  mandatory removal or serious safety hazard; use "withdrawal" for voluntary or voluntary compliance.

- **Distance/off-premises distinctions**: Distance contract = concluding agreement without simultaneous presence
  (online, phone, mail). Off-premises = concluding away from business location (home, street). Both trigger
  cooling-off period; do not conflate.

- **International directives**: Reference EU directives by English names and numbers (Unfair Contract Terms
  Directive 93/13/EEC; Consumer Rights Directive 2011/83/EU; Consumer Sales Directive 2019/771/EU) rather
  than translating national legislation references literally.
