Agency contract
TERMINOLOGY
NALOGODAVAC
FRANCE: MANDAT
RAPRESENTANT: POSREDNIK
ZASTUPNIK
AGENT COMMERCIAL
GERMANY
AUSTRIA : UNTERNEHMER
HANDELSVERTRETER
HANDLUNGSGEHILFE Subordinated, salary worker
VERTRAGSHANDLER ACTT ON HIS OWN BEHALF / NOT DISCLOSED
LIABILITY -DISTRIBUTOR
ITALY: PREPONENTE
AGENTE COMMERCIALE
RAPPRESENTANTE DI COMMERCIO: u pravilu ovlasti
zastupanja ali ne i sklapanja ugovora
VERMITTLUNGSAGENT: MIDLEMAN- MAKLERSVERTRAG if with authority to conclude contracts :
Abschlusvertrag
SCWEIZ: AGENT
AUFTRAGGEBER
VERMITTLUNGSAGENT: POSREDNIK (MEKLERSVERTRAG) eng. middleman
USA/UK
COMMERCIAL AGENCY
1.IF THERE IS NO CONTRACT
APPARENT AUTHORITY
principal is liable nand acquires all rights and
obligations ACTUAL AGENCY
USUAL AUTHORITY
GENERAL SCOPE
Lisble even if acting above authority
2. REGARDING DISCLOUSURE
DISCLOSED PRINCIPAL
UNDISLOSED PRINCIPAL
EXCLUSIVE AGENT
PRINCIPAL
AGENT
disclose principal: all rights and obligations to P.
does not disclose principala/ on his own behalf
legal righjts are not transfered to P.
isključivi zastupnik
restrictions upon principal to sell on the territory
of agent
SOLE AGENT/agency restriction of appointing
other agents on the contract territory but
appaws himself to sell on the AREA
Definition: commercial agent is a person who
is selfemployed intermediary and who
has continuing authority to negotiate the
sale or purchase of goods on behalf of
other person ( prinicipal) or to negotiate
and conclude such transactions on behalf
and in the name of principal Art.2(1)
EC Directive on self-employed commercial
agents no 86/653/
Others: EEC Commission Announcement on
Exclusive Agency contracts(1962)
- Convention on Agency in the International Sale of
Goods(1983)
Content of the agency contract:





1. Territory and products
“The principal appoints the Aggent,
who accepts as his commercial agent
Obligation to inform about
enlargement of range of products – if
some new are produced.
Definition of relationship to other
agents;
-exclusicity or not
3.Agents obligations




A)-best efforts / reasonable
endevours to protect principal
interest
Standard of proptection of
propretary interests
Best buseiness practice
Good faith and fair dealing




B) Acceptance of orders/reasonable orders
while closing deals / contracts
Principal free to reject or accept orders
transmitted by agent
C) Agent must not solicit orders outside
territory unless permitted
When negotiating with customers must
respect orders/ conditions of the contract


D) Must exercise due diligence to keep
Principal informed regarding clients,
prices, competition, legislation
E) If services or other tecnivcal assistance
– additional renuimeration
F) Undertaking not to compeete
Refrain to represent, distribute or
manufacturte products of a competitor of
principal if requested
SALES TARGET
Agreed annually for next year
Best efforts to attain it but if NOT it is
not considered as breach of contract
SUB AGENT : NEGOTIABLE
IF YES agent must inform principal 1
mont in advance

AGENT’S COMMISSION
Method of calculation :
 On the net amount of the invoices
respectively on the effective sales price (
dicount – deducted)
 Clear of additional charges,taxes
 calculated in currency of the sale contract
-no commission for orders transmitted but
not accepted by principal

TERMINATION






1.EARLIER Termination by NOTICE –each
party – ensuring evidence – in case of
substantial breach of contract
Cases - violation : bancrupcy, moratorium
2.IN CONSENT WITH THE CONTRACT
Notification terms dipending on duration
of the contract;
3. INDEMNITY –goodwill indemnity
Claim damges for breach of C.

- RETURN OF
DOCUMENTS/SAMPLES
-Prohibition of assignment
APPLICABLE LAW – FREE CHOICE BUT
If agent has place of business in EU
then EC Directive /1986 apply also