CELEX: 31967S0015
Language: en
Date: 1967-06-14 00:00:00
Title: Decision No 15/67 of 14 June 1967 authorizing the joint buying of rolled steel by the wholesale steel dealers grouped within the Stahlring Company and Stahlring GmbH, Stahleinkaufsgesellschaft

Official Journal of the European Communities                                    29
27.6.67                    OFFICIAL JOURNAL OF THE EUROPEAN COMMUNITIES                                       2517/67
                                                DECISION No 15/67
                                                    of 14 June 1967
               authorizing the joint buying of rolled steel by the wholesale steel dealers grouped within
                        the Stahlring Company and Stahlring GmbH, Stahleinkaufsgesellschaft
THE HIGH AUTHORITY,                                             Whereas Stahlring is directed by the general meeting
                                                                of members and the board of management; whereas
Having regard to Articles 2 to 5, 47 and 65 of the              decisions of the general meeting of members are nor­
Treaty;                                                         mally taken by a simple majority of the votes of those
                                                                present; whereas the voting rights of each member
Having regard to the application made on 28 Novem­              are proportionate to the buying commitment entered
ber 1966 by the undertakings concerned;                         into by him;
                             I                                  Whereas the supervisory board of Stahlring GmbH
 1 . Whereas the following wholesale steel dealers :            is appointed by the general meeting of members ;
                                                                whereas the supervisory board must include a mem­
- Louis Eilers & Co., Hannover-Herrenhausen                     ber from the Northern, the Western and the Southern
- Erich Hoselmann, Hannover                                     regions of the Federal Republic of Germany; whereas
- F. W. Schwemann, Hildesheim                                   the supervisory board of Stahlring GmbH is bound
- Friedrich Vater & Co., Braunschweig                           by the decisions of the general meeting of members
- Walzstahlhandel Nord, Erich Frei KG, Braun­                   only where those decisions are taken by a majority
     schweig                                                    of two-thirds of the votes of those present;
-   Wullbrandt & Seele, Braunschweig
-   Wilh. Gauer, Kitzingen                                      Whereas the general meeting of members, normally
-   Walter Herzog GmbH, Stuttgart-Wangen                        admits new members on a proposal from the board
-   Ulrich Adam Knapp, Reutlingen                               of management, by an unopposed majority vote of all
-    Gebr. Lotter KG, Ludwigsburg                               members;
- Hollinde & Boudon KG, Dortmund-Hörde
- Wilh. Josten Söhne, Neuss
- August Kirberg, Wuppertal-Elberfeld                           Whereas furthermore the general meeting of mem­
- Montan-Handelsges. Richter & Co., Düsseldorf                  bers approves the annual accounts submitted by the
- J. Willems & Co., Düsseldorf-Oberkassel                       board of management ; whereas any profit shown by
                                                                the annual balance sheet has to be distributed ;
- Leopold Hugo Zell, Wuppertal-Oberbarmen
applied to the High Authority on 28 November                    Whereas the board of management consists of the
1966, in accordance with Article 65 (2) of the Treaty,          chairman and two alternates ; whereas it has entire
for authorization of the agreements they have entered           responsibility for the conduct of the company's busi­
into for the joint buying of iron and steel products            ness; whereas it conducts the general meetings of
for their stock requirements; whereas, to that end,             members; whereas a special task devolving upon it is
the dealers concerned are forming a civil law com­              to conclude with members of Stahlring GmbH trust
pany under the name Stahlring (hereinafter called               agreements (Treuhandverträge) and to supervise
' Stahlring') whose seat is in Dusseldorf, and an oper­         their implementation;
ating company under the name Stahlring GmbH,
Stahleinkaufsgesellschaft (hereinafter called 'Stahl­
ring GmbH') ; whose seat is also in Dusseldorf;                 Whereas the contract of association of Stahlring pro­
                                                                vides as follows :
2. Whereas the object of Stahlring is cooperation               - Members undertake to promote the objects of the
between members in buying iron and steel products                  company and deal fairly with each other. In case
in the Federal Republic of Germany and abroad for                  of change in the net assets of a member or in his
their stock requirements; whereas such buying is to                position as regards participation, that member
be effected through Stahlring GmbH ;                               must inform the board of management accordingly;
 ---pagebreak---    30                                 Official Journal of the European Communities
  - Membership of the company commits each mem­                   Whereas the management is appointed and removed
      ber to buy through Stahlring GmbH on the latter's           by the supervisory board; whereas Stahlring GmbH
      delivery terms not less than 25 % of the quantity           is represented by a manager or by two managers
      of merchant steel (including reinforcing rods),             jointly;
      angles, shapes and sections, universal plates, heavy
      and medium plates, sheets and high quality sheets,          4. Whereas, in accordance with the written declara­
      according to his choice, bought during the preced­          tions of those concerned, joint buying takes place in
      ing year for his stock requirements. The buying             such a way that each member places monthly or
      commitment must be fulfilled in such a way that             quarterly orders with Stahlring Gmbh for its stock
      an order for half the quantity involved is placed           requirements ; whereas the company combines orders
      with Stahlring GmbH in each half-year. The super­           by product and by size, so that the steel-works with
      visory board may increase the buying commitment,           which orders are placed may send full loads to any
      unless such increase is refused by two-thirds of the       given destination; whereas in this way steel-works
      members;                                                   may handle larger lots for rolling and despatch;
                                                                 whereas the parties concerned seek, through their
  - Each member undertakes to make DM 5500 per                   cooperation, to achieve rationalization of stocks by
     vote available to the company subject to that               limiting them to particular categories of product;
     amount being used towards paying up the capital             whereas the members retain their freedom of action
     of Stahlring GmbH :                                         as regards the sale of rolled steel bought jointly;
  - Members share the expenditure incurred by Stahl­
     ring GmbH as to 50 % on the basis of their buying           5 . Whereas none of the dealers concerned is concen­
     commitment and as to 50 % on the basis of the               trated with iron and steel producer undertakings;
     quantities actually bought. Where members buy               whereas certain members control other steel dealers;
     quantities less than those arising from their com­         whereas the dealers so controlled are not however
     mitment, they nevertheless share the expenditure            parties to the agreements in question;
     on the basis of their commitment ;
                                                                                            II
 - The members share in the profit and loss of the
     company proportionately to the capital they have           6 . Whereas the agreements relating to Stahlring and
     paid in;                                                   Stahlring GmbH restrict normal competition between
                                                                the dealers concerned, since the latter undertake to
 - The company is formed for an unlimited period.               buy certain minimum quantities for their stocks ex­
     Any member may withdraw from it at the end of              clusively through Stahlring GmbH ; whereas further­
     a calendar year on six months' notice;                     more they may buy their total stock requirements
                                                                through that company;
 3 . Whereas the objects of Stahlring GmbH are to
 buy steel and other iron and steel products and to             Whereas those agreements have joint buying as their
 sell those products to the members of the civil law            object; whereas they can be authorized if it is found
 company, Stahlring, also to support any action mak­            that they satisfy the conditions laid down in Article
ing for the increased use of steel and to perform any           65 (2 ) (a) , (b) and (c) of the Treaty;
allied function ;
                                                               Whereas, in accordance with those conditions, the
Whereas Stahlring GmbH is empowered to set up                   agreements must make for a substantial improvement
branches within the Federal Republic of Germany                in the production or distribution of steel products
and abroad, and to take shares in other undertakings;           and must be essential in order to achieve these
                                                               results and be not more restrictive than is necessary
Whereas the capital of Stahlring GmbH is DM                    for that purpose; whereas furthermore they must not
200 000, a quarter of which must be subscribed im­             be liable to give the undertakings concerned the
mediately; whereas the capital subscribed is held by           power to determine the prices, or to control or re­
trustees (Treuhander) on behalf of Stahlring;                  strict the production, or marketing, of a substantial
                                                               part of the products in question within the common
Whereas Stahlring Gmbh is directed by the general              market, or to shield them against effective competi­
meeting of members, the supervisory board and the              tion from other undertakings within the common
management ;                                                   market;
Whereas the supervisory board determines the policy            7 . Whereas all those concerned are wholesale steel
of the business ; whereas it supervises the manage­            dealers holding stocks of rolled steel; whereas in
ment; whereas the supervisory board normally , takes           order to satisfy customers' requirements a wide range
decisions by a simple majority of votes represented;           of rolled steel products of different types and sizes
whereas it draws up the annual balance sheet and               must be stocked ; whereas the turnover of stocks
decides on the distribution of net profits as shown            varies considerably from product to product; where­
by the balance sheet;                                          as where those concerned have to buy their stock
 ---pagebreak---                                     Official Journal of the European Communities                                    31
  requirements independently, they cannot in many              ing Lander of the Federal Republic of Germany:
  cases order from steel-works sufficiently large lots for     Lower Saxony, Baden-Wurtemberg, Northern Rhine­
  rolling and despatch to qualify for the price conces­        land-Westphalia ; whereas current statistics cover only
  sions made on large orders; whereas, for the same            rolled steel supplied to steel dealers by German steel
  reasons, those concerned are not able, when acting           producers; whereas a comparison between such sup­
  independently, to obtain such favourable transport           plies and the total quantities bought by the parties
  rates ;                                                      for their stocks, including quantities bought from
                                                               suppliers in other Community countries, shows that
  Whereas joint buying through Stahlring GmbH                  for the year 1965 the percentage varies between 5 %
  enables orders for members' stock requirements to be         and 25 % for the Northern, Southern and Western
  combined, so that;                                           Groups ; whereas, incomplete as is this comparison,
                                                               it nevertheless indicates, for the purpose of assessing
 - the steel-works handling the order can prepare lots         the market position of dealers who are members of
     for rolling and despatch which are sufficiently           Stahlring, that the order of magnitude of their pur­
    large to reduce production costs ;                         chases and sales of rolled steel does not exceed that
                                                               of other steel dealers who are controlled by iron and
 - the parties concerned can, where price is a function        steel undertakings;
    of quantitiy, avoid the higher prices charged for
    small quantities and take advantage of quantity            Whereas, therefore, performance of the agreements
    rebates;                                                  does not give the parties the power, in respect of a
                                                               substantial part of the products which are the subject
 - the quantities ordered can form part of a combined         of joint buying, to determine prices, or to control or
    load for each destination, thereby saving transport       restrict production or marketing in the common
    costs ;                                                   market, nor to shield themselves against the effective
                                                              competition of other undertakings in the common
 Whereas the parties propose furthermore to reduce            market;
 storage costs in future by stocking fewer types of
 product; whereas members may have recourse, in               9. Whereas neither the parties nor the High Author­
 case of need, to the stocks of neighbouring members;         ity can at present forecast with certainty how the
                                                              proposed joint buying scheme will develop, nor the
 Whereas substantial improvements in distribution             extent to which possibilities for improving produc­
 result therefrom, in particular by way of reduced            tion and distribution will be used; whereas, for that
 costs for those concerned; whereas joint buying also         reason, it is appropriate that the High Authority re­
 contributes to the improvement sought by the steel           quire members, by the end of a suitable period, to
 producing industries towards making the fullest pos­         show the results achieved;
 sible use of existing production plants ;
                                                              Whereas the agreements submitted for authorization
 Whereas those effects can be regarded as substantial         are of unlimited duration; whereas the High Author­
even if the parties do not go beyond their buying             ity considers, however, that authorization should not
commitments, for joint buying is resorted to mainly           extend beyond 31 December 1971 ;
 for products in less demand which are ordinarily
purchased in small quantities;                                10. Whereas the High Authority must ensure that
                                                              aid^measures taken by the dealers concerned, and by
Whereas, in view of the relatively limited volume of          management of Stahlring and Stahlring GmbH on the
business of the dealers concerned, such improve­              basis of the agreements submitted to it, should be in
ments could not be achieved without the agreements            accordance with the authorization granted by this
in question; whereas, furthermore, those agreements           decision and with the provisions of the Treaty;
are not more restrictive than is" necessary for their
purpose; whereas they leave the parties considerable          Whereas, to that end, it should be required of the
freedom in respect of rolled steel buying and do not          undertakings concerned that they give immediate
restrict their actions in respect of the sale of those        notification to the High Authority of any changes or
products;                                                     additions as regards the contracts of association, the
                                                              admission of new members, the withdrawal of mem­
8 . Whereas, in order to assess the market position of        bers and any resolution concerning a change in the
the undertakings concerned, the characteristics of the        buying commitment of members;
wholesale dealer's business which is subject to
regional limitations both as regards buying and sell­         11 . Whereas the agreements submitted to the High
ing should be taken into account; whereas the parties         Authority for authorization are consequently com­
have set up, according to the regional location of           patible with Article 65 (2) of the Treaty, having
their stocks, the Northern, Southern and Western             regard to the time restriction and the conditions im­
groups, corresponding approximately to the follow­           posed,
 ---pagebreak---  32                               Official Journal of the European Communities
DECIDES :                                                                           Article 2
                                                            The dealers concerned shall, three months after the
                                                            end of the first two-year period, submit to the High
                       Article 1
                                                            Authority a report on the improvements achieved
The agreements concluded by the following whole­             during that period in the distribution of the products
sale steel dealers :                                        covered by the agreements entered into, setting forth
                                                            these improvements in detail with all relevant docu­
- Louis Eilers & Co., Hannover-Herrenhausen                 mentation ;
- Erich Hoselmann , Hannover
- F. W. Schwemann, Hildesheim                                                       Article 3
- Friedrich Vater & Co., Braunschweig                       The undertakings concerned shall notify the High
- Walzstahlhandel Nord, Erich Frei KG, Braun­               Authority without delay of:
   schweig
—  Wullbrandt & Seele, Braunschweig                          (a) any changes or additions to the contracts of as­
-  Wilh. Gauer, Kitzingen                                         sociation of Stahlring and Stahlring GmbH;
-  Walter Herzog GmnH, Stuttgart-Wangen                      (b) resolutions concerning the admission of new
-  Ulrich Adam Knapp, Reutlingen                                 members;
-  Gebr. Lotter KG, Ludwigsburg
- Hollinde & Boudon KG, Dortmund-Hörde                       (c) any resolution concerning changes in the buying
- Wilh. Josten Söhne, Neuss                                      commitments of members provided for in para­
- August Kirberg, Wuppertal-Elberfeld                            graph 11 (2) of the contract of association of
- Montan-Handelsges . Richter & Co., Düsseldorf                  Stahlring;
- J. Willems & Co., Düsseldorf-Oberkassel                    (d) the withdrawal of members .
- Leopold Hugo Zell, Wuppertal-Oberbarmen
                                                                                   Article 4
for the joint buying of rolled steel for their stock        This Decision shall be notified to the dealers con­
requirements, which agreements are provided for in          cerned and published in the Official Journal of the
the contract of association of 24 October 1966 of the
                                                            European Communities. It shall enter into force on
civil law company Stahlring, as modified and ampli­         20 June 1967 and expire on 31 December 1971 .
fied by the agreements of 20 April 1967, and also
provided for in the contract of association of 6 July       This Decision was considered and adopted by the
1966 of Stahlring Gesellschaft mit beschränkter             High Authority at its meeting of 14 June 1967.
Haftung, Stahleinkaufsgesellschaft whose seat is at
Düsseldorf (Notarial register No 743/ 1966 of Paul                          For the High Authority
Reuter, Notary, Düsseldorf) are authorized by this
Decision, subject to the reservations and conditions                          The Vice-President
contained in the following Articles.                                               A. COPPE