Article 2 InterpretationI1

In this Order—

• “block exemption” means the exemption from the Chapter 1 prohibition^f1 arising by virtue of this Order for the category of agreements specified in this Order;

• “buyer” means the purchaser of the contract goods or services and includes an undertaking which, under an agreement to which the Chapter 1 prohibition applies, sells goods or services on behalf of another undertaking;

• “connected undertakings”, in relation to a party to an agreement, means—

  1. (a)

     undertakings in relation to which the party to the agreement, directly or indirectly—

     1. (i)

        has the power to exercise more than half the voting rights,

     2. (ii)

        has the power to appoint more than half the members of the supervisory board, board of management or bodies legally representing the undertaking, or

     3. (iii)

        has the right to manage the undertaking’s affairs;

  2. (b)

     undertakings which directly or indirectly have, in relation to the party to the agreement, any of the rights or powers listed in paragraph (a);

  3. (c)

     undertakings in relation to which an undertaking referred to in paragraph (b) has, directly or indirectly, any of the rights or powers listed in paragraph (a);

  4. (d)

     undertakings in relation to which the party to the agreement together with one or more of the undertakings referred to in paragraph (a), (b) or (c), or in relation to which two or more of the undertakings referred to in paragraph (b) or (c), jointly have any of the rights or powers listed in paragraph (a);

  5. (e)

     undertakings in relation to which any of the rights or the powers listed in paragraph (a) are jointly held by—

     1. (i)

        parties to the agreement or their respective connected undertakings referred to in paragraphs (a) to (d), or

     2. (ii)

        one or more of the parties to the agreement or one or more of their respective connected undertakings referred to in paragraphs (a) to (d) and one or more third parties;

• “the contract goods or services” has the meaning given in article 3(2);

• “customer”, in relation to a buyer, means an undertaking not party to the agreement which purchases the contract goods or services from a buyer which is party to the agreement;

• “excluded restriction” has the meaning given in article 10(2);

• “hardcore restriction” has the meaning given in article 8(2);

• “know-how” means a package of non-patented practical information, resulting from experience and testing by the supplier, which is—

  1. (a)

     not generally known or easily accessible,

  2. (b)

     significant and useful to the buyer for the use, sale or resale of the contract goods or services, and

  3. (c)

     described in a sufficiently comprehensive manner so as to make it possible to verify that it fulfils the criteria in paragraphs (a) and (b);

• “online intermediation service” means a service that allows undertakings to offer goods or services to other undertakings or to end users with a view to facilitating direct transactions between such undertakings or between such undertakings and end users, irrespective of whether and where those transactions are ultimately concluded and that constitutes an information society service within the meaning of Article 1(1)(b) of Directive (EU) 2015/1535 of the European Parliament and of the Council of 9 September 2015 laying down a procedure for the provision of information on the field of technical regulations and of rules on Information Society services (codification)^f2;

• “selective distribution system” means a distribution system where the supplier undertakes to sell the contract goods or services, either directly or indirectly, only to distributors selected on the basis of specified criteria and where these distributors undertake not to sell such goods or services to distributors not authorised by the supplier within the geographical area reserved by the supplier in the agreement in order to operate that system;

• “supplier” includes an undertaking that provides online intermediation services irrespective of whether it is a party to the transaction it facilitates;

• “vertical agreement” has the meaning given in article 3(2);

• “vertical restraint” means a restriction on competition in a vertical agreement to which the Chapter 1 prohibition applies.

In this Order, references to “the agreement” are to be read as references to the vertical agreement claiming the benefit of the block exemption.

For the purposes of this Order, the terms “undertaking”, “supplier” and “buyer” include their respective connected undertakings.