Discusses distribution network from how products enter to final destination, including reliability of distribution systems, distribution centers, ports, etc.
U.S. executives may find that some commercial practices differ from those in the United States, but most will be very familiar. The system of retail and wholesale distribution, for instance, centers on small, family-operated stores. Despite this phenomenon, the supermarket-type operation has gained importance, and there are a number of substantial department store chains operating in the market.
Using an Agent or Distributor to Sell U.S. Products and Services
Companies wishing to use distribution, franchising and agency arrangements need to ensure that the agreements they put into place are in accordance with EU laws and member state national laws. Council Directive 86/653/EEC establishes certain minimum standards of protection for self-employed commercial agents who sell or purchase goods on behalf of their principals. The Directive establishes the rights and obligations of the principal and its agents, the agent’s remuneration, and the conclusion and termination of an agency contract. It also establishes the notice to be given and indemnity or compensation to be paid to the agent. U.S. companies should be particularly aware that according to the Directive, parties may not derogate from certain requirements. Accordingly, the inclusion of a clause specifying an alternate body of law to be applied in the event of a dispute will likely be ruled invalid by European courts.
Key Link: Self Employed Commercial Agents
The European Commission’s Directorate General for Competition enforces legislation concerned with the effects on competition in the internal market of “vertical agreements.” U.S. small- and medium-sized companies (SMEs) are often exempt from these regulations because their agreements likely would qualify as “agreements of minor importance,” meaning they are considered incapable of impacting competition at the EU level but useful for cooperation between SMEs. Generally speaking, companies with fewer than 250 employees and an annual turnover of less than €50 million are considered small- and medium-sized. The EU has additionally indicated that agreements that affect less than 10% of a particular market are generally exempted (Commission Notice 2014/C 291/01).
Key Link: European Law
The EU also looks to combat payment delays. Directive 2011/7/EU covers all commercial transactions within the EU, whether in the public or private sector, primarily dealing with the consequences of late payment. Transactions with consumers, however, do not fall within the scope of this Directive. Directive 2011/7/EU entitles a seller who does not receive payment for goods and/or services within 30 days of the payment deadline to collect interest (at a rate of eight percent above the European Central Bank rate) as well as 40 Euro as compensation for recovery of costs. For business-to-business transactions a 60-day period may be negotiated subject to conditions. The seller may also retain the title to goods until payment is completed and may claim full compensation for all recovery costs.
Key Link: Late Payments
Companies’ agents and distributors can take advantage of the European Ombudsman when victim of inefficient management by an EU institution or body. Complaints can be made to the European Ombudsman only by businesses and other bodies with registered offices in the EU. The Ombudsman can act upon these complaints by investigating cases in which EU institutions fail to act in accordance with the law, fail to respect the principles of good administration, or violate fundamental rights. In addition, SOLVIT, a network of national centers, offers online assistance to citizens and businesses who encounter problems with transactions within the borders of the single market.
Establishing a Local Office
Establishing an office in Europe, whether a subsidiary or a new business, requires knowledge of the relevant national legislations in the country of interest. While there are several EU level policies in effect, many key areas such as taxation are still largely a member state prerogative. The European Commission manages the Your Europe website where investors can find useful information on various topics ranging from taxation and customs to employment contracts.
To learn more about incorporating and registering a business in Italy, please visit the World Bank’s Doing Business website: https://www.doingbusiness.org/data/exploreeconomies/italy/starting-a-business/
Franchising is widespread throughout Italy and growing. With a turnover of approximately $31 billion in 2019, Italy is the fourth largest market for franchises in Europe after France, Germany, and Spain.
In 2019, the number of Italian franchise locations reached more than 56,400, a 4.4% growth increase from the previous year. Out of 980 franchises, 880 were Italian. The number of foreign master franchisors in Italy decreased from 72 in 2018 to 71 in 2019 (-1.4%). Nevertheless, employment in this sector now totals 217,150 (+5% since 2018).
The highest concentration of franchise networks can be found in Northern Italy (Lombardy and Veneto), primarily in city centers, commercial districts, and shopping malls. Lombardy leads the market with 16.5% of the total franchising turnover, and Lazio and Veneto follow closely behind. Historically, new franchise concepts launch in large cities, such as Rome and Milan. Nevertheless, franchising business opportunities have also been successful in smaller cities, which is mainly due to the presence of a relatively large middle class with a strong demand for new and sophisticated goods and services. During the past four years in addition to franchise locations being in malls, department stores, and on main streets, an increasing number of franchises opened in airports and train stations. U.S. firms interested in entering the Italian market should be aware of the market entry challenges that stem from Italy’s unique culture and entrepreneurial spirit. Despite Italy’s structure of family and locally owned businesses and small-scale operations, there is opportunity for franchising given that quality is preserved. Success depends on finding the right partner. Potential franchisors must have the ability to adapt their franchise concept to the Italian market and maintain and organized structure.
We recommend that American companies do the following: conduct extensive market research; commit to building a sound, long-term business plan that allows enough flexibility to adjust their business model to the Italian market; have a legally bound franchise agreements, a detailed operations manual, a good training program, and a relevant support system; have a well-defined master licensee candidate profile to aid the search process; create a development schedule that is realistic to the master licensee. Furthermore, Italian banks currently first evaluate the franchisor and then the potential franchisee.
The Legal Frameworks and Regulations
U.S. businesses looking to franchise within the European Union will likely find that the market is generally robust and welcoming to franchise systems. There are several laws that control franchise operation in the EU, but they are fairly broad and usually do not limit the competitive position of U.S. businesses. A potential franchiser should consider EU regulations and the local franchising laws. More information on specific legislation can be found on the European Franchise Federation’s website.
In 2004, Italy enacted a general law on franchising and an implementing regulation in 2005. The relevant laws are: Act No. 129 of 6 May 2004 (the Franchising Act), Ministerial Decree No. 204 of 2 September 2005 (the Franchising Regulation), Act no. 287 of 10 October 1990 (the Italian Antitrust Law), Commission Regulation No. 330/2010 (EU Block Exemption Regulation on vertical restraints), and Act. No. 192 of 18 June 1998 (the Anti-Economic Abuse Law). As a Code of Ethics and/or a standards-based accrediting system the EFF Code of Ethics is followed.
- Bologna Licensing Trade Fair (expected to take place in April 2022): Trade fair dedicated to the business of subsidiary rights for companies and professionals, featuring Italian and international licensors and licensing agencies.
- Expo Franchising Napoli (expected to take place in May-June 2022): Important franchising trade show in Southern Italy.
- Salone Franchising Milano (October 21-23, 2021): The largest franchising trade show in Italy.
- Assofranchising: the Italian Franchising Association, member of EFF and WFC
- Confimprese: the Italian Association of Retailers and Franchise Networks
- Federfranchising - Confesercenti: the Italian Franchising Federation
- AZFranchising: Magazine and communication agency that promotes growth of enterprises through development of franchising networks, providing industrial and operative know-how.
- Beesness: Quarterly magazine focused on franchising, retail and entrepreneurship for young entrepreneurs, professionals and businessmen.
- BeTheBoss.it: Franchising search engine to help find the best franchising opportunities in Italy by industry, investment, territory or company name.
- Millionaire: Magazine and web platform dedicated to new business trends and franchising. They also manage www.franchisingicity.it
U.S. Commercial Service Contact:
Elisa Martucci, Commercial Specialist
U.S. Commercial Service, U.S. Embassy Rome
Tel: +39 064674 2252
The EU has yet to adopt legislation harmonizing the direct-selling of consumer products. However, there is a wide range of EU legislation that impacts the direct marketing sector. Compliance requirements are stiffest for marketing and sales to private consumers. Companies need to focus on the clarity and completeness of the information they provide to consumers prior to purchase and on their approaches to collecting and using customer data. The following gives a brief overview of the most important provisions flowing from EU-wide rules on distance-selling and on-line commerce. In addition, it is important for exporters relying on a direct-selling business model to ensure they comply with member state requirements.
The Italian data protection authority (DPA) “Il Garante della Privacy” oversees direct marketing in Italy, which has stricter rules than many other countries. Promotional offers often require the prior consent of the recipient in writing, with a clear way to opt out. Likewise, prior consent is required for profiling purposes or to transfer personal data to third parties. The DPA grants an exception for companies sending promotional emails to customers who have purchased similar goods or services. According to the DPA’s guidelines, even if personal data is available on the Internet, companies may not send automated promotional messages. Companies and firms may send promotional messages to their followers on social media as long as their followers have given consent to receiving promotional messages.
Processing Customer Data
The EU has strict laws governing the protection of personal data, including the use of such data in the context of direct marketing activities. For more information on these rules, please see the Data Privacy section above.
Distance Selling Rules
In 2011, the EU overhauled its consumer protection legislation and merged several existing rules into a single rulebook - “the Consumer Rights Directive”. The provisions of this Directive have been in force since June 13, 2014. The Directive contains provisions on core information to be provided by traders prior to the conclusion of consumer contracts. It also regulates the right of withdrawal, includes rules on the costs for the use of means of payment and bans pre-ticked boxes.
Alternative Dispute Resolution
In 2013, the EU adopted rules on Alternative Dispute Resolution which provide consumers the right to turn to quality alternative dispute resolution entities for all types of contractual disputes including purchases made online or offline, domestically or across borders. A specific Online Dispute Resolution Regulation, operational in January 2016, sets up an EU-wide online platform to handle consumer disputes that arise from online transactions.
Italy is taking steps to encourage the broader use of alternative dispute resolution (ADR) as a means to resolve civil disputes. The average time to settle a case through mediation in Italy was 115 days, compared to an average of 882 days to receive a judgment from the court of first instance. The most commonly mediated matters involve bank contracts and property disputes. While pre-filing ADR is “mandatory” in cases involving certain types of cases (including property, inheritance disputes, lease, insurance cases, banking, and financial contracts), there are no penalties enforced for non-participation or an unwillingness to participate in good faith to settle the claim.
The Chambers of Commerce in Milan and Florence also strongly support the use of ADR and have established mediation centers and rules of procedure. Italy is a signatory to the 1958 New York Convention on the Recognition and Enforcement of Foreign Arbitration Awards. It is worth noting that mediation in Italy tends to take place before the suit is filed, rather than afterwards, as is more common in the United States.
In December 2015 the European Commission released a package of two draft Directives, respectively on “contracts for the supply of digital content” and another on “contracts for the online and other distance sales of goods.” This package addresses the legal fragmentation and lack of clear contractual rights for faulty digital content and distance selling across the EU. The package would only address B2C contracts, although its draft scope uses a very broad definition of both digital content (including music, movies, apps, games, films, social media, cloud storage services, broadcasts of sport events, visual modelling files for 3D printing) and distance selling goods so as to cover Internet of Things (such as connected households’ appliances and toys). It could also apply to transactions whether in the context of a monetary transaction or in exchange of (personal) consumer data. Healthcare, gambling, and financial services are excluded from the proposal.
The European Parliament and the Council adopted the digital contracts directives on 20 May 2019. Following the publication of the directives in the Official Journal, Member States have two years to transpose them in their national law. The new rules will begin to apply throughout the EU by the end of 2021.
Distance Selling of Financial Services
Financial services are the subject of a separate directive that came into force in June 2002 (2002/65/EC). This piece of legislation amended three prior existing Directives and is designed to ensure that consumers are appropriately protected with respect to financial transactions taking place where the consumer and the provider are not face-to-face. In addition to prohibiting certain abusive marketing practices, the Directive establishes criteria for the presentation of contract information. Given the special nature of financial markets, specifics are also laid out for contractual withdrawal.
Key Link: Distance Marketing
Direct Marketing over the Internet
The e-commerce Directive (2000/31/EC) imposes certain specific requirements connected to the direct marketing business. Promotional offers must not mislead customers and the terms that must be met to qualify for them have to be clear and easily accessible. The Directive stipulates that marketing e-mails must be identified as such to the recipient and requires that companies targeting customers on-line must regularly consult national opt-out registers where they exist. When an order is placed, the service provider must acknowledge receipt quickly and by electronic means, although the Directive does not attribute any legal effect to the placing of an order or its acknowledgment: this is a matter for national law. Vendors of electronically supplied services (such as software, which the EU considers a service and not a good) must also collect value added tax (see Electronic Commerce section below). The European Commission has performed a stakeholder’s consultation and is currently assessing the opportunity to propose a revision of the e-commerce Directive. See Data Privacy Section above.
In recent years, joint venture arrangements have become more popular in Italy. All joint ventures must be registered with the National Revenue Agency in Italy. Corporate joint ventures fall under the scope of the “Company Act,” Antitrust laws and other legislation.
Italian consumers have grown accustomed to a fairly slow and at times unreliable domestic postal service. However, the rise of e-commerce is raising demands and expectations on speed and quality of service. While the range of delivery options available to online shoppers is expanding (including lockers and collection/return points across major cities), these are still in their infancy. As the e-commerce market develops, the options for alternative delivery points or timed slots will increase.
A number of express delivery options exist for U.S. SMEs wishing to ship goods to Italy. These include services offered by global logistics companies such as FedEx, UPS, DHL, TNT, and others which usually guarantee a second business day delivery to Europe from the U.S. To date the B2C delivery has been dominated by national postal service Poste Italiane and local couriers SDA and Bartolini.
Most logistics companies will offer a range of options for international delivery at different price points to meet customer needs. These usually feature different levels of tracking and insurance. Logistics companies can also help with bulk deliveries to help cut costs and provide advice on packaging, address formats and labelling.
Italian consumers will search for the lowest possible price. Therefore, when domestic retailers offer speedy delivery, it may be worth exploring domestic fulfilment options in order to compete. Logistics companies either run their own fulfilment centers or can recommend reliable local fulfilment partners.
The U.S. Commercial Service helps companies do due diligence through our International Company Profile (ICP) report. An ICP helps companies evaluate potential business partner reliability and capabilities. The reports include available information on the company and insights gleaned from our due diligence.
Product safety testing and certification is mandatory for the EU market. U.S. manufacturers and sellers of goods have to perform due diligence in accordance with mandatory EU legislation prior to exporting.