Agency contract TERMINOLOGY TERMINOLOGY NALOGODAVAC ZASTUPNIK FRANCE: MANDAT AGENT COMMERCIAL RAPRESENTANT: POSREDNIK GERMANY AUSTRIA : UNTERNEHMER HANDELSVERTRETER HANDLUNGSGEHILFE Subordinated, salary worker VERTRAGSHANDLER ACTT ON HIS OWN BEHALF / NOT DISCLOSED LIABILITY -DISTRIBUTOR LIABILITY -DISTRIBUTOR ITALY: PREPONENTE AGENTE COMMERCIALE RAPPRESENTANTE DI COMMERCIO: u pravilu ovlasti zastupanja ali ne i sklapanja ugovora 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 principal is liable nand acquires all rights and APPARENT AUTHORITY obligations ACTUAL AGENCY USUAL AUTHORITY GENERAL SCOPE Lisble even if acting above authority Lisble even if acting above authority 2. REGARDING DISCLOUSURE PRINCIPAL AGENT PRINCIPAL AGENT DISCLOSED PRINCIPAL disclose principal: all rights and obligations to P. UNDISLOSED PRINCIPAL does not disclose principala/ on his own behalf legal righjts are not transfered to P. legal righjts are not transfered to P. EXCLUSIVE AGENT isključivi zastupnik restrictions upon principal to sell on the territory of agent 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 1. Territory and products The principal appoints the Aggent, who accepts as his commercial agent 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. Obligation to inform about enlargement of range of products – if some new are produced. Definition of relationship to other agents; Definition of relationship to other agents; -exclusicity or not -exclusicity or not

3.Agents obligations A)-best efforts / reasonable endevours to protect principal interest A)-best efforts / reasonable endevours to protect principal interest Standard of proptection of propretary interests Standard of proptection of propretary interests Best buseiness practice Best buseiness practice Good faith and fair dealing Good faith and fair dealing

B) Acceptance of orders/reasonable orders while closing deals / contracts B) Acceptance of orders/reasonable orders while closing deals / contracts Principal free to reject or accept orders transmitted by agent Principal free to reject or accept orders transmitted by agent C) Agent must not solicit orders outside territory unless permitted C) Agent must not solicit orders outside territory unless permitted When negotiating with customers must respect orders/ conditions of the contract 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 D) Must exercise due diligence to keep Principal informed regarding clients, prices, competition, legislation E) If services or other tecnivcal assistance – additional renuimeration E) If services or other tecnivcal assistance – additional renuimeration F) Undertaking not to compeete F) Undertaking not to compeete Refrain to represent, distribute or manufacturte products of a competitor of principal if requested

SALES TARGET 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

AGENTS COMMISSION Method of calculation : Method of calculation : On the net amount of the invoices respectively on the effective sales price ( dicount – deducted) On the net amount of the invoices respectively on the effective sales price ( dicount – deducted) Clear of additional charges,taxes Clear of additional charges,taxes calculated in currency of the sale contract calculated in currency of the sale contract -no commission for orders transmitted but not accepted by principal -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 1.EARLIER Termination by NOTICE –each party – ensuring evidence – in case of substantial breach of contract Cases - violation : bancrupcy, moratorium Cases - violation : bancrupcy, moratorium 2.IN CONSENT WITH THE CONTRACT 2.IN CONSENT WITH THE CONTRACT Notification terms dipending on duration of the contract; Notification terms dipending on duration of the contract; 3. INDEMNITY –goodwill indemnity 3. INDEMNITY –goodwill indemnity Claim damges for breach of C. Claim damges for breach of C.

- RETURN OF DOCUMENTS/SAMPLES - 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