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Definition
Article 32
- (1)
- A sales representative shall be a person engaged independently and by occupation in assisting the business of another merchant. A sales representative may be authorized to effect transactions in the name of the merchant, or in its own name but on the behalf of the merchant.
- (2)
- The contract between the merchant and the sales representative shall be executed in writing.
Sales Representative's Obligations
Article 3
3
A sales representative shall cooperate or effect transactions with due care, taking into consideration the merchant's interests. It shall forthwith notify the merchant of any transaction effected by it.
Merchant's Obligations
Article 34
- (1)
- A merchant shall provide the sales representative with all relevant information concerning the conclusion and performance of a contract.
- (2)
- A merchant shall forthwith notify the sales representative whether it accepts a transaction effected without authorization.
Commission Under Del Credere Contracts
Article 35
A sales representative which undertakes to be personally liable for the performance of obligations under effected transactions shall be entitled to an additional commission which shall be agreed upon in writing. The parties may not agree in advance that no such commission shall be owed.
Right to Commission
Article 36
- (1)
- A sales representative shall be entitled to a commission for all transactions effected by it or through its assistance during the term of its contract with the merchant.
- (2)
- Where a sales representative is entrusted with a specified territory or circle of clients, it shall also be entitled to a commission for all transactions concluded without its assistance, but with persons from the same territory or with the same clientele.
- (3)
- A sales representative shall be entitled to a commission for any of the merchant's claims which it has collected.
- (4)
- Either party shall be entitled to request from the other abstracts from the account books concerning the transactions concluded on the basis of the agency agreement.
Commission Rate
Article 37
Where the commission has not been agreed upon, it shall be deemed to amount to the customary rate paid for the specific activities.
Commission Payment Term
Article 38
A sales representative's commission shall be paid on a monthly basis, unless the agreement provides otherwise.
Reimbursement for Customary Expenses
Article 39
A sales representative shall be entitled to reimbursement for the customary expenses related to its activities, unless the agreement provides otherwise.
Compensation Upon Termination or Avoidance
Article 40
- (1)
- A sales representative shall be entitled to a compensation upon termination of its agreement, when the merchant continues to enjoy benefits from the clientele established by the sales representative.
- (2)
- Such compensation shall be equal to the sales representative's average annual commission for the entire duration of its agreement.
- (3)
- Compensation pursuant to the preceding paragraph shall not be due when the agreement is avoided through the sales representative's fault.
- (4)
- Upon termination of the agreement the sales representative may claim compensation for already concluded or pending contracts.
Restrictions Following Termination of Contract
Article 41
- (1)
- Any restrictions on the activities of a sales representative subsequent to the termination of the agreement shall be agreed upon in writing.
- (2)
- Restrictions must encompass the same territory and type of goods or services as the agency agreement. They may not be for more than two years following the termination of the contract. The merchant shall owe a respective compensation for the period of restriction.
- (3)
- Should a sales representative declare the agreement avoided through a fault of the merchant, the sales representative shall be free to discharge itself from the said restrictions not later than one month from the date of the avoidance.
Effect of Restriction
Article 42.
Even when not authorized to conclude contracts a sales representative may accept acts performed by third parties to protect their rights against imperfect performance by the merchant. A sales representative may act to secure evidence in name of the merchant. Any restriction on these rights shall be binding upon third parties only if they knew or ought to have known of the said restriction.
Ratification of Contract
Article 43
Should a sales representative conclude contracts without authorization, and the third party did not know of that fact, the contract shall be deemed ratified by the merchant if the merchant fails to reject it upon being notified of it by the sales representative or the third party and inform them correspondingly.
Prohibition on Representation of Competitors
Article 44
A sales representative may represent several merchants as long as they are not in competition among themselves. It may reach agreement with a merchant to be its exclusive sales representative.
Scope of Agency
Article 45
The subject and territory of a sales representative shall be determined by the agency agreement.
Relationship Between Merchant and Sales Representative
Article 46
- (1)
- The internal relationship between the sales representative and the merchant shall be governed by the agreement between them. Absent any other provision, a sales representative shall arrange for its own premises. If the compensation is not indicated in the agreement, the customary compensation for the type of representation shall be due.
- (2)
- Representation under the preceding paragraph may not be delegated to another party in the same territory.
- (3)
- A sales representative shall indicate in the documents issued by it and on its commercial correspondence the information required under Article 13.
Termination of Representation
Article 47
- (1)
- Where the sales representation agreement has been concluded for an indefinite term, during the first three years following the date of conclusion each of the parties may terminate it with a monthly notice and, after the end of the third year, with a three months' notice.
- (2)
- An agreement which has been concluded for a definite period may be terminated before its expiration if the party wishing to terminate it compensates the other party for the damages caused.
- (3)
- The rights of the sales representative under Article 40 may not be prejudiced by the termination pursuant to paragraphs 1 and 2.
- (4)
- A sales representative which has ceased its activities shall apply to the court, within the time period set forth in Article 4, to delete its registration.
- (5)
- Should a representation be terminated by reasons of death or placing under disability of the sales representative, the heirs or, respectively, the guardian, and in case of bankruptcy the respective court, shall inform the court of the deletion.
- (6)
- Where no application has been made for the deletion pursuant to the previous paragraph, the deletion shall be made by the court on its own motion as soon as it learns of the grounds thereof.
Applicability
Article 48
The provisions of Articles 32 to 47 shall not apply to persons engaged as representatives or brokers in stock exchange transactions, or as representatives of persons engaged in auction operations.
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