Selling your excess inventory without your brand paying for it
The risk in selling excess inventory is not the price you get but where the goods turn up afterwards: on a marketplace in your own country, label in, at a price your own customers and your retailers can see. You prevent that with ten agreements you fix before a buyer places a bid. Below are all ten, with what goes wrong without each, and a sample clause you can put into your own terms of sale.
What goes wrong without agreements
Three situations every brand recognises. A retailer calls because they have seen your jacket on a marketplace at 60 percent off while it hangs full price in their store. A customer emails to ask why she paid full price last week for an article now in a discounter's racks. And a lot that was "going to Eastern Europe" shows up three weeks later on a Dutch auction site. In all three cases the lot returned a few thousand euros, and the fallout cost more.
The ten agreements
These are topics to discuss, not confirmation that every restriction is enforceable. A platform visibility setting does not by itself establish that a resale restriction is lawful. Have the agreements assessed for the actual distribution arrangement and countries.
| No | Agreement | What you fix | What goes wrong without it |
|---|---|---|---|
| 1 | Countries | Where the goods may be sold, and explicitly where not (usually your home market and your main wholesale markets) | The lot comes back into your own market |
| 2 | Channels | Physical store, online, marketplace, wholesale, export; yes or no per channel | Online visibility you did not want |
| 3 | Online price | Whether any price may appear online at all, and if so whether your brand name may sit next to it | Your customers see the discount price through Google Shopping |
| 4 | Label | Label in, label out, or struck through; who does it and who pays | Your logo on kiloware |
| 5 | Resale | Whether the buyer may resell to other traders, and whether your conditions travel with the goods | Agreements evaporate at the second link |
| 6 | Buyer type | Which type of buyer: outlet with own stores, EU wholesale, online outlet, exporter, kiloware | The wrong buyer type for your brand level |
| 7 | Marketing | Whether the buyer may use your brand name, imagery or campaigns | Your campaign photos on a discount site |
| 8 | Duration | How long the conditions apply after delivery (twelve months is common) | Anything goes after a month |
| 9 | Monitoring and sanction | How you check, and what the consequence is: penalty, no further lots, exclusion | An agreement without teeth |
| 10 | Record | A document stating what happens to the lot, for your accountant and for ESPR | No file when someone asks |
1
- Agreement
- Countries
- What you fix
- Where the goods may be sold, and explicitly where not (usually your home market and your main wholesale markets)
- What goes wrong without it
- The lot comes back into your own market
2
- Agreement
- Channels
- What you fix
- Physical store, online, marketplace, wholesale, export; yes or no per channel
- What goes wrong without it
- Online visibility you did not want
3
- Agreement
- Online price
- What you fix
- Whether any price may appear online at all, and if so whether your brand name may sit next to it
- What goes wrong without it
- Your customers see the discount price through Google Shopping
4
- Agreement
- Label
- What you fix
- Label in, label out, or struck through; who does it and who pays
- What goes wrong without it
- Your logo on kiloware
5
- Agreement
- Resale
- What you fix
- Whether the buyer may resell to other traders, and whether your conditions travel with the goods
- What goes wrong without it
- Agreements evaporate at the second link
6
- Agreement
- Buyer type
- What you fix
- Which type of buyer: outlet with own stores, EU wholesale, online outlet, exporter, kiloware
- What goes wrong without it
- The wrong buyer type for your brand level
7
- Agreement
- Marketing
- What you fix
- Whether the buyer may use your brand name, imagery or campaigns
- What goes wrong without it
- Your campaign photos on a discount site
8
- Agreement
- Duration
- What you fix
- How long the conditions apply after delivery (twelve months is common)
- What goes wrong without it
- Anything goes after a month
9
- Agreement
- Monitoring and sanction
- What you fix
- How you check, and what the consequence is: penalty, no further lots, exclusion
- What goes wrong without it
- An agreement without teeth
10
- Agreement
- Record
- What you fix
- A document stating what happens to the lot, for your accountant and for ESPR
- What goes wrong without it
- No file when someone asks
Sample clause
Buyer and Seller record the goods, quantity and condition in [offer reference]. Delivery and payment follow [agreed terms]. Any restrictions on resale or use of brand material must be described in [annex] and reviewed for compliance with applicable competition law before agreement. This example does not establish a ban on online sales or passive cross-border sales.
How this works on Unworn
On Unworn the ten agreements are not a contract after the fact but a setting before it. Per lot you choose the buyer groups that may see the lot exists: own stores with label, physical outlets without an online price, EU wholesale, online outlets (a price becomes visible), outside the EU, and by the kilo as a last resort. You choose the countries. Buyers you exclude never see the lot, so there is no agreement to break. Your brand name stays hidden until you accept a bid, and the platform's trade rules bind the buyer to the lot's conditions, with exclusion as the sanction. The record (who saw it, who bid, what was accepted under which conditions) is kept automatically.
What you gain by excluding less
Every exclusion costs bids. A lot visible only to physical outlets outside the Benelux gets fewer bids than a lot that may also go to EU wholesale. That is a trade off, not a mistake: for a premium brand the higher bid from an online outlet is often not worth it, for a basic it is. On Unworn you see beforehand how many screened buyers would see a lot at the chosen settings, so you make the trade off with the number in front of you.
Frequently asked questions
Not automatically. Channel and territorial restrictions need an assessment under competition law. A blanket ban on effective internet selling can be prohibited; selling one specific offer does not create an exemption. Have a competition lawyer assess the proposed restrictions before using them.
Off platform: penalty, damages and no next lot. On Unworn: exclusion from the platform, which for a professional buyer is a bigger loss than one lot.
That depends on your brand level and the channel. For physical outlets and EU wholesale the label usually stays in; for kiloware and export outside your markets it often comes out. Fix it per lot.
Yes. Anonymity is about who the buyer is before you accept; control is about the conditions of the lot. On a private bidding platform you have both.
Twelve months after delivery is common and matches the non circumvention period buyers accept on Unworn.
- 01Guidelines on vertical restraints: online and territorial restrictions · European Commission