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The company ……………………………………………. with offices in …………………………..hereafter called “the principal” and Mr. (or the company) …………………..hereafter called “the agent”, as a result of their negotiations agree to establish a commercial agency based on the following conditions: 1)

Scope and zone (a) The agent, who has no power to represent the principal, agrees to promote the conclusion of business resulting in contracts for the sale of the following products on behalf of the principal……………………. in the following zone .......…………....

2)

Essential Nature of the Agency (a) This appointment is of a confidential nature and is strictly personal: it is therefore essential that Mr. ………………. remain physically in charge of the agency as the person with whom the principal has stipulated this contract. (b) The agent, as a mandatary, exercises a habitual and independent profession, is free to organize his activity in a fully autonomous fashion in whatever manner he considers suitable, with no bonds of subordination towards the principal.

3)

Obligations of the Agent (a) The agent, while fully autonomous, must make every effort to provide in the best possible way and with the maximum diligence for the increase and development of sales of the principal's products in the zone assigned to him. In particular, the agent is expected to: - visit present and potential customers frequently and assiduously; - keep the principal informed of market conditions and every other useful type of information including customers, financial status and any changes regarding their solvency; - abide by the principal’s prices and general conditions of sale, or those that the principal may fix from time to time; - abstain from making statements or behaving in such a way as to imply recognition or liability of the principal. (b) Every order is always subject to the final approval of the principal. (c) The agent is not authorized to receive payment or issue receipts on behalf of the principal: any monies or credits paid to him in exceptional cases must be immediately forwarded to the principal, by prior consent, without any deductions or compensation of any kind. (d) The agent may not engage, directly or indirectly, in any type of activity that tends to benefit, even if incidentally and/or occasionally, firms that manufacture or sell products in potential or real competition with those of the principal. To this end, the agent agrees to submit to the principal, at the time that this contract is signed, a complete list of any companies for which he already acts as agent and to obtain written consent from the principal before entering into new agency agreements. (e) The agent agrees to see to it that the principles and obligations indicated above are respected by any subagents or jobbers he may employ, under his direct and exclusive responsibility but only on condition that the principal has given explicit authorization.


(f) The sample collection remains the property of the principal and the agent, as temporary custodian, agrees to take care of it and to return it in any case to the principal upon demand. 4)

Obligations of the principal (a) The principal shall pay the agent a commission of 15% (unless, in exceptional cases, another percentage is agreed upon even verbally) on the real net proceeds of the goods sold. (b) The term "real net proceeds" as used herein means only those monies received, either in cash or in valid credit notes, for the entire value of the sale deriving from every confirmation of order issued by the principal, with the exclusion of any accessory elements (such as V.A.T., shipping costs, etc.) and net of any credits or discounts. (c) This commission of ….15 % shall compensate the agent for all his activity, from the presentation of the sample collection to the collection of proceeds by the principal. (d) In all those cases in which a transaction may not be entirely executed within the agent's own zone, the fraction of the commission reserved to him shall be agreed upon from time to time with the principal. (e) The principal shall scrupulously respect his obligations as to the exclusivity on his products for the agent, informing him of any sales concluded, directly or through others, to firms in his zone, and paying him the respective commission on successfully concluded business, without prejudice to the provisions of item (d) above.

5)

Payment of Commissions and Deadline for Contestation of Statements (a) Commissions shall be paid on a quarterly basis on invoices paid during the previous quarter. Within 30 days of the end of each quarter, the principal shall send the agent a statement of the commissions due and the amount owing after compliance with any formalities required by the fiscal and currency regulations. (b) The statement shall be considered definitively approved to all effects if no contestation is put forward by the agent within the deadline of 30 days after receipt of the statement. Any contestation, far whatever reason, must be communicated to the principal by registered and receipted post within the above-mentioned deadline. In case of material errors only, this deadline is extended to six months.

6)

Term and Duration of the Agreement (a) The appointment as agent covered by this contract shall have effect as of ……………….and is intended to be valid indefinitely. (b) Either party may terminate this agreement by giving the other party three months' prior notice by registered and receipted post. The party terminating the agreement may partly or fully substitute this notice period by awarding the other party, for each month of notice not given, a sum corresponding to the monthly commission, calculated on the average of the last 12 months or of those for which the contract has been in effect, if fewer than 12.

7)

Express Termination Clause (a) The contract may be automatically considered terminated either in case of serious impediment an the part of one of the parties to continue with his business (as in case of bankruptcy, merger,


liquidation or lease of the enterprise), or in the case of loss of confidence (due to changes within the agent's organization or for personal reasons), or in case of serious breach of any of the clauses of this contract or for any other reason that makes it impossible to continue the relationship. Among the breaches that may justify resorting to this clause, which are cited only as examples, would be failure to turn aver any amounts received from customers to the principal, failure to notify the principal of any new companies with which the agent may have entered into a similar relationship, failure to observe the obligation not to perform any activity in favor of competitors, grave negligence in the performance of the agent's role. 8)

Applicable Law and the Italian Civil Code (a) This contract and the agency relationship arising therefrom are governed exclusively by Italian laws, according to the articles of the Italian Civil Code on the subject of agencies. In case of termination of the relationship, if there are the necessary legal conditions for payment to the agency of the relative indemnity, this shall be calculated according to the criteria foreseen by the Collective Economic Agreement that disciplines agency and sales representative agreements in Italy, in effect at the time of termination of this contract.

9)

Jurisdiction and Exclusive Competence (a) The parties hereby submit to the exclusive jurisdiction of the Italian Courts. THE PRINCIPAL

..................................... (date)

THE AGENT


The following Clauses are specifically approved: art. 2 lett. art. 3 lett. d art. 3 lett. e art. 4 lett. a-b-c-d-e art. 5 lett. b art. 6 lett. b art. 7 lett. a art. 8 lett. a art. 9 lett. a THE PRINCIPAL Prato, ............ (date)

(Confidential nature of the relationship) (Prohibition to engage in activities in favor of competitors) (Limit to the faculty to make use of subagents or jobbers) (Obligations of the principal as regards the determination and payment of commissions) (Deadline for contestation of the commission statement) (Advance notice required for resolution of contract) (Express termination clause) (Applicability of Italian laws) (Jurisdiction of Italian Courts and exclusive competence of the Court of Prato) THE AGENT


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