MODEL FORM OF INTERNATIONAL AGENCY CONTRACT (INTERNATIONAL CHAMBER OF COMMERCE) Between_______ whose registered office is at_____(hereinafter called the Principal) and__________ 其注册登记营业处设在 （以下简称为委托人 与 whose registered o
MODEL FORM OF INTERNATIONAL AGENCY CONTRACT
(INTERNATIONAL CHAMBER OF COMMERCE)
whose registered office is at_____(hereinafter called "the Principal") and__________
其注册登记营业处设在 （以下简称为“委托人” 与
whose registered office at______(hereinafter called "the Agent") IT IS AGREED AS FOLLOWS
Art. 1 Territory and Products第一条 地区与产品
1.1. The Principal appoints the Agent, who accepts, as his commercial agent to promote the sale of the products listed in Annex 1, §1 (hereinafter called "the Products") in the territory defined in Annex 1, §2 (hereinafter called "the Territory").
1.2. If the Principal decides to sell any other products in the Territory, he shall inform the Agent in order to discuss the possibility of including them within the Products defined under article 1.1. However, the above obligation to inform the Agent does not apply if, in consideration of the characteristics of the new products and the specialization of the Agent, it is unreasonable to expect that such products may be represented by the Agent (e.g. products of a completely different range).
Art. 2 Good faith and fair dealing第二条 诚信与公平
2.1. In carrying out their obligations under this agreement the parties will act in accordance with good faith and fair dealing.
2.2. The provisions of this agreement, as well as any statements made by the parties in connection with this agency relationship, shall be interpreted in good faith.
Art. 3 Agent's functions 第三条 代理人的职责
3.1. The Agent agrees to use his best endeavours to promote the sale of the Products in the Territory in accordance with the Principal's reasonable instructions and shall protect the Principal's interests with the diligence of a responsible businessman.
3.2. The Agent shall not solicit orders from outside the Territory unless permitted to do so by the Principal. Where the Agent negotiates with customers in the Territory business which results in contracts of sale with customers established outside the Territory, article 15.2. shall apply. E.g. for goods to be sold to subsidiary established in another country: the agent is acting within his territory, hat the sale is made to a foreign customer, and the agent would have (in absence of article 15.2) no right to commission.
3.3. Unless otherwise specifically agreed, the Agent has no authority to make contracts on behalf of, or in any way to bind the Principal towards third parties. He only solicits orders from customers for the Principal, who is free (save as set forth in article 4.2. hereafter) to accept or to reject them. The other alternative, i.e. to give the agent the authority to conclude contracts on behalf of the principal has not been considered in the model form, since it is rather uncommon in international trade. Of course, if the parties have special reasons for permitting the agent to make contracts on behalf of the principal, they can so provide in article 3.3. It should be noted that in certain cases the third party (customer) may rely on the apparent authority of the agent this means that, especially in legal systems where it is common that the agent is authorized to act on behave of the principal, the exclusion of any such authority provided for in the contract between principal
and agent (like art. 3.3. of this model form) does not necessarily bind a third party which had good reasons to rely on the apparent authority of the agent. It is, therefore, recommended that the principal avoids any action which may give third parties the impression that the agent has representative powers, and that he informs, if necessary and possible, third parties that the agent has no authority to bind the principal.
3.4. When negotiating with customers, the Agent shall offer Products strictly in accordance with the terms and conditions of the contract of sale which the Principal has communicated to him. This is to ensure that orders by the customers conform to the Principals terms and conditions (e.g. prices, delivery terms, etc.): if this is not the case (because the agent has given incorrect information to the prospective customer) the principal will be in an embarrassing situation (at least from the commercial point of view) if the refuses the order.
3.5. The Agent is not entitled to receive payments on the Principal's behalf without prior written authorization from the Principal to that effect. When the Agent has been so authorized, he must transmit them as soon as possible to the Principal and until then hold them separately on deposit on the Principal's behalf.
Art. 4 Acceptance of orders by the Principal第四条 委托人接受定单
4.1. The Principal shall inform the Agent without undue delay of his acceptance or rejection of the orders transmitted by the latter. The Principal may accept or reject any individual order transmitted by the Agent at his own discretion.
4.2. The Principal may not however unreasonably reject the orders transmitted by the Agent. In particular, a repeated refusal of orders contrary to good faith (e.g. if made for the only purpose of hindering the Agent's activity) shall be considered as a breach of contract by the Principal.
Art. 5 Undertaking not to compete第五条 保证不进行竞争
5.1. Without the prior written authorization of the Principal, the Agent shall not represent, manufacture or distribute any products which are in competition with the Products, for the entire term of this contract.
5.2. The Agent may represent, distribute or manufacture any products which are not competitive with the Products, provided he informs the Principal in advance of such activity. However, the above obligation to inform the Principal does not apply if, in consideration: (i) of the characteristics of the products which the Agent wants to represent, and (ii) of the field of activity of the principal for whom the Agent wishes to act, it is unreasonable to expect that the Principal's interests may be affected.
5.3. The Agent shall refrain from representing or distributing non-competitive products of a manufacturer who is a competitor of the Principal, if requested to do so by the Principal, provided the latter's request is reasonable, taking into account all the circumstances of the case. E.g. if there are reasons to fear that the collaboration with a competitor may impair the confidence between the parties or the protection of confidential information.
5.4. The Agent declares that he represents (and/or distributes or manufactures, directly or indirectly) the products listed in Annex II on the date on which this contract is signed.
Art. 6 Sales organization, Advertising and Fairs第六条 销售机构、广告和展销
6.1. The Agent shall provide an adequate organization for sales and, where appropriate, after-sale service, with all necessary means and personnel, in order to ensure the fulfillment of his obligations throughout the Territory under this agreement.
6.2. The parties may agree on the advertising to be jointly made in the Territory. The contents of any advertising must be approved by the Principal. The cost of advertising carried out by the Agent shall be apportioned between the parties as indicated in Annex III, §1.
6.3. The parties shall agree on their participation in fairs or exhibitions within the Territory. The cost of the Agent's participation in such fairs and exhibitions shall be apportioned between the parties as indicated in Annex III, §2.
Art. 7 Sales Targets-Guaranteed Minimum Target
第七条 销售目标 保证完成的最低目标
A distinction is made between a "sales target" (7.1., 7.2.) the non-attainment of which does not, in principle, involve a contract breach, and o "guaranteed minimum target" (7.3.), which implies a possible contract termination (or other consequences) in case of non-attainment. If the parties wish to agree upon such "guaranteed minimum target", they must fill in Annex IV.
7.1. The parties may agree annually on the sales targets for the forthcoming year.
7.2. The parties shall make their best efforts to attain the targets agreed upon but the non attainment shall not be considered as a breach of the contract by a party, unless that party is clearly at fault.
7.3. In Annex IV the parties may agree on a Guaranteed Minimum Target and on the consequences of its non-attainment.
Art 8 Sub-agents 第八条 分代理人
(In certain circumstances it may be advisable to add a clause providing that each party agrees not to engage subagents and/or employees of the other party. ) The Agent may engage sub-agent. The Agent must carry out agents, provided he informs his activity without recourse the Principal at least one month before the engagement to sub-agents. The Agent shall be responsible for the activities of his subagents.
Art. 9 Principal to be kept informed 第九条 向委托人通报情况
9.1. The Agent shall exercise due diligence to keep the Principal informed about his activities, market conditions and the state of competition within the Territory. He shall answer any reasonable request for information made by the Principal.
9.2. The Agent shall exercise due diligence to keep the Principal informed about:
(i) the laws and regulations which are to apply in the Territory to which the Products must conform (e.g. import regulations, labeling, technical specifications, safety requirements, etc.), and
(ii) the laws and regulations concerning his activity, as far as that they are relevant for the Principal.
Art. 10 Financial responsibility第十条 财务责任
10.1. The Agent shall satisfy himself, with due diligence, of the solvency of customers whose orders he transmits to the Principal. He shall not transmit orders from customers of which he knows or ought to know that they are in a critical financial position, without informing the Principal in advance of such fact.
10.2. The Agent shall act as a del credere agent only if, and to the extent, the parties have expressly agreed thereto. In that case they should complete and sign Annex V.
Art. 11 Principal's trademarks and symbols 第十一条 委托人的商标和标志
11.1. The Agent shall use the Principal's trademarks, trade names or any other symbols, but for the only purpose of identifying and advertising the Products, within the scope of this contract and in the Principal's sole interest.
11.2. The Agent hereby agrees neither to register, nor to have registered, any trademarks, trade names or symbols of the Principal (or which are confusingly similar with the Principal's ones), in the Territory or elsewhere.
11.3. The right to use the Principal's trademarks, trade names or symbols, as provided for under the first paragraph of this article, shall cease immediately for the Agent, on the expiration or termination, for any reason, of the present contract.
11.4. The Agent shall notify the Principal of any infringement of the Principal's trademarks, trade names or symbols that comes to his notice.
Art. 12 Complaints by Customers第十二条 顾客投诉
The Agent shall immediately inform the Principal of any observations or complaints received from customers in respect of the Products. The parties hereto shall deal promptly and properly with such complaints. The Agent has no authority to engage in any way the Principal, unless after he has received a specific authorization to such effect.
Art. 13 Exclusivity 第十三条 排他性
13.1. The Principal shall not, during the life of this contract, grant any other person or undertaking within the Territory the right to represent or sell the Products.
13.2. The Principal is however entitled to deal directly, without the Agent's intervention (provided he informs the latter) with customers situated in the Territory; in respect of any sales arising therefrom, the Agent shall be entitled to the commission provided for in this contract.
13.3. The Principal shall be entitled to deal directly with the special customers listed in Annex VI, §2; in respect of the sales to such customers the Agent shall be entitled to the reduced commission provided for in Annex VI, §2. Paragraph 13.3. shall not apply if §2 of Annex VI (Special customers/Reduced commission) has not been filled in by the parties.
Art. 14 Agent to be kept informed 第十四条 向代理人通报情况
14.1. The Principal shall provide the Agent with all necessary written information relating to the Products (such as price lists, brochures, etc.) as well as with the information needed by the Agent for carrying out his obligations under the contract.
14.2. He shall furthermore inform the Agent without undue delay of his acceptance, refusal and/or non-execution of any business transmitted by the Agent.
14.3. The Principal shall keep the Agent informed of any relevant communication with customers in the Territory.
14.4. If the Principal expects that his capacity of supply will be significantly lower than that which the Agent could normally expect, he will inform the Agent within a reasonable time.
Art. 15 Agent's commission第十五条 代理人佣金
15.1. The Agent is entitled to the commission provided for in Annex VI, §1, on all sales of the Products which are made during the life of this contract to customers established in the Territory.
15.2. If the Agent, when dealing with customers established in the Territory, solicits orders resulting in contracts of sale with customers established outside the Territory, and if the Principal accepts such orders, the Agent shall be entitled to receive a reduced commission, the amount of which shall be decided on a case by case basis. Similarly, the Agent's commission shall be reduced when an other agent solicits orders with customers established outside the Territory resulting in contracts of sale with customers established within the Territory.
15.3. A reduced commission may be agreed in advance between the Principal and the Agent in appropriate circumstances where a customer is to be granted terms or conditions which are more favorable than the Principal's standard conditions. If the parties have filled in §3 of Annex, VI the figures indicated therein shall apply in the respective situations.
15.4. Unless otherwise agreed in writing, the commission covers any expenses incurred by the Agent in fulfilling his obligations under this contract (such as telephone, telex, office, travel expenses, etc.)
Art. 16 Method of calculation commission and payment第十六条 佣金和报酬的计算方法
16.1. Commission shall be calculated on the net amount of the involves, i.e. on the effective sales price (any discount other than cash discounts being deducted) clear of any additional charges (such as packing, transportation, insurance) and clear of all tariffs or taxes (including value added tax) of any kind, provided that such additional charges, tariffs and taxes are separately stated in the invoice.
16.2. The Agent shall acquire the right to commission after full payment by the customers of the invoiced price. In case of partial payment made in compliance with the sales contract, the Agent shall be entitled to a proportional advance payment. In case the Principal is insured against the risk of non-payment by his customers, the parties may agree that a commission be paid on the sums obtained by the Principal from the insurer, by filling in Annex VI, 4.1.
16.3. The Principal shall provide the Agent with a statement of the commissions due in respect of each quarter and shall set out all the business in respect of which such commission is payable. The commission shall be paid not later than the last day of the month following the relevant quarter.
16.4. The Agent is entitled to all the information, and in particular extracts from the Principal's books, in order to check the amount of the commission due to him. The Principal shall permit an independent auditor appointed for that purpose by the Agent to inspect the Principal's books for the purpose of checking the data relevant for the calculation of the Agent's commission. The costs of such inspection shall be borne by the Agent.
16.5. Should any governmental authorization (e.g. due to exchange control regulations in the Principal's country) be necessary for the Principal to transfer abroad the commission (or any other sum the Agent may be entitled to receive), then the payment of the amount shall be made after such authorization has been given. The Principal shall take all necessary steps for obtaining the above authorizations.
16.6. Except as otherwise agreed, the commission shall be calculated in the currency of the sales contract in respect of which the commission is due.
16.7. Any taxes imposed on the Agent's commission in the Territory are for the Agent's account.
Art. 17 Unconcluded business第十七条 未成交的业务
17.1. No commission shall be due in respect of offers or orders transmitted by the Agent and not accepted by the Principal.
17.2. If a contract made by the Principal as a result of orders transmitted by the Agent is not thereafter put into effect, the Agent shall be entitled to commission unless non performance of the contract is due to reasons for which the Principal is not responsible.
Art. 18 Term of the Contract第十八条 合同条款
18.1. This contract is concluded 18.1. This contract enters for an indefinite period -------
and enters into force on into force on the -------- and shall remain in force --------- until ---.
18.2. This contract may be 18.2. This contract shall be terminated by either party by automatically renewed for notice given in writing by successive periods of one means of communication year, unless terminated by ensuring evidence and date of either party by notice given receipt (e.g. registered mail in writing by means of with return receipt, special communication ensuring courier, telex), not less than evidence and date of receipt 4 months in advance. If the (e.g. registered mail with contract has lasted for more return receipt, special courier, than five years, the period of telex), not less than four than five years, the period of telex), not less than four notice will be of 6 months. months before the date of The end of the period of expiry, by registered mail notice must coincide with the with return receipt. If the end of a calendar month. contract has lasted for more The parties may agree in than five years, the period of writing on longer periods of notice will be of 6 months. notice. The parties may agree in writing on longer periods of notice.
Art. 19 Unfinished business 第十九条 未完成的业务
19.1. Orders transmitted by the Agent or received by the Principal from customers established in the Territory before the expiry or termination of this contract and which result in the conclusion of a contract of sale not more than six months after such expiration, shall entitle the Agent to commission.
19.2. No commission is due to the Agent for contracts of sale made on the basis of orders received after the expiry or termination of this contract, save if such transaction is mainly attributable to the Agent's efforts during the period covered by the agency contract and if the contract was entered into within a reasonable period after the expiry or termination of this contract. The Agent must however inform the Principal in writing, before the expiry or termination of this contract, of the pending negotiations which may give rise to commission under this paragraph.
Art. 20 Earlier termination 第二十条 提前终止合同
20.1. Each party may terminate this contract with immediate effect, by notice given in writing by means of communication ensuring evidence and date of receipt (e.g. registered mail with return receipt, special courier, telex), in case of a substantial breach by the other party of the obligations arising out of the contract, of in case of exceptional circumstances justifying the earlier termination.
20.2. Any failure by a party to carry out all or part of his obligations under the contract resulting in such detriment to the other party as to substantially deprive him of what he is entitled to expect under the contract, shall be considered as a substantial breach for the purpose of article 20.1. above. Circumstances in which it would be unreasonable to require the terminating party to continue to be bound by this contract, shall be considered as exceptional circumstances for the purpose of article above.
20.3. The parties hereby agree that the violation of the provisions ------ under 18 of the present contract is to -------- be considered in principle, unless the contrary is proved, as a substantial breach of the contract. Moreover, any violation of the contractual obligations may be considered as a substantial breach, if such violation is repeated notwithstanding a request by the other party to fulfill the contract obligations. The parties may make reference here to those particles for which a breach is consider of particular importance. This may be the case for articles 5 (non competition), 7.3. (Guaranteed minimum target: if agreed), 11.2. (unauthorized registration of the principal's trademarks by the agent), 13.1. (grant of exclusivity by the principal) and 15.1 (payment of commission to the agent). It is recommended that the use of this article should be limited to essential situations only.
20.4. Furthermore, the parties agree that the following situations shall be considered as exceptional circumstances which justify the earlier termination by the other party: bankruptcy, moratorium, receivership, liquidation or any kind of composition between the debtor and the creditors, or any circumstances which are likely to affect substantially one party's ability to carry out his obligations under this contract.
20.5. If the parties have filled in Annex VII, the contract may also be terminated by the Principal with immediate effect in case of change of control, ownership and or management of the agent- company, according to the provisions set forth in Annex VII.
20.6. If a party terminates the contract according to this article, the arbitrators ascertain that the reasons put forward by that party did not justify the earlier termination, the termination will be effective, but the other party will be entitled to damages for the unjustified earlier termination. Such damages will be equal to the average commission for the period the contract would have lasted in case of normal termination, unless the damaged party proves that the actual damage is higher (or, respectively, the party having terminated the contract proves that the actual damage is lower). The above damages are in addition to the indemnity which may be due under article 21.
Art. 21 Indemnity in case of termination第二十一条 终止合同的补偿
21.1. The Agent shall be en- 21.1. The Agent shall not be titled to an indemnity ("good-
entitled to an indemnity for will indemnity") if and to the goodwill or similar extent that:
compensation 20 ("goodwill indemnity") in case of
a) he has brought the termination of the contract. Principal new customers or This provision does not limit has significantly increased the Agent's right to claim the volume of business damages for breach of contract ness with existing customers as far as the termination by and the Principal the Principal amounts to such continues to derive a breach, and is not already substantial benefits from covered by article 20.6. the business with such customers, and
b) the payment of this indemnity is equitable having regard to all the circumstances and, in particular, the commission lost by the Agent on the business transacted with such customers.
21.2. The amount of the in indemnity shall not exceed a figure equivalent to an indemnity for one year calculated from the Agent's average annual remuneration over the preceding five years and, if the contract lasted for less than five years, the indemnity shall be calculated on the average for the period in question.
21.3. The Agent will lose the right to indemnity if he does not claim the indemnity in writing within one year from contract termination.
21.4. The Agent shall have no right to indemnity in the following cases:
a) where the Principal has terminated the contract according to the conditions set out in article 20;
b) where the Agent has terminated the contract, unless the termination is justified under article 20 or on grounds of age, infirmity or illness in consequence of which the Agent cannot reasonably be required to continue his activities;
c) where, in accordance with article 26.2, the Agent assigns his rights and duties under the agency contract to another person.
21.5. The goodwill indemnity provided for under this article is in lieu of any compensation for loss or damage arising out of the contract expiration or termination (except damages for breach of contract). In some countries, such as EEC countries which have adopted the EEC directive or other countries with similar mandatory rules, alternative A would violate mandatory requirements. 20 This broad definition is meant to cover any compensation to be paid in case of contract termination independent from a breach of contract by the Principal, including payments which are not defined as an "indemnity", or "goodwill indemnity, see above, §2 of the introduction.
Art. 22 Return of documents and samples第二十二条 退回文件和样品
Upon expiry of this agreement the Agent shall return to the Principal all advertising material and other documents and samples which have been supplied to him by the Principal and are in the Agent's possession.
Art. 23 Arbitration, Applicable law第二十三条 仲裁－－适用法律
23.1. Any dispute arising out of or in connection with the present Contract shall be finally settled in accordance with the Rules of Conciliation and Arbitration of the international Chamber of Commerce by one or more arbitrators designated in accordance to said Rules.
23.2. The arbitrators shall apply the provisions constrained in this contract and the principles of law generally recognized in international trade as applicable to international agency contracts, with the exclusion - subject to article 23.3. hereunder of national laws. If the Agent is established within the EEC, the mandatory provisions of the EEC Directive of 18 December 1986 shall also apply.
23.3. The arbitrators shall in any case consider such mandatory provisions of the law of the country where the Agent is established which would be applicable even if the parties submit the agreement to a foreign law. The arbitrators will take the above provisions into account to the extent they embody principles which are universally recognized and provided their application appears reasonable in the context of international trade.
Art. 24 Automatic inclusion under the present contract 第二十四条 本合同自动包含规则
24.1. If the parties have not made a choice between the alternative solutions provided in articles 8 and 18 under the letters A and B, by deleting one of the alternatives, and provided they have not expressly made a choice by other means, alternative A shall be considered applicable.
24.2. If the parties have not made a choice between the alternative solution provided in article 21 (goodwill indemnity in case of termination) under the letters A and B, by deleting one of the alternatives, and provided they have not expressly made a choice by other eans, alternative A shall be considered applicable if the Agent is established in a country where a goodwill indemnity in case of termination is recognized by mandatory law and alternative B shall apply in the opposite case.
24.3. The annexes attached to this contract form an integral part of the agreement. Annexes or part of annexes which have not been filled in will be effective only to the extent and under the conditions indicated in this contract.
Art. 25 Previous agreements - Modifications - Nullity第二十五条 先前的协议?修改?废除
25.1. This Contract replaces any other preceding agreement between the parties on the subject.
25.2. No addition or modification to this contract shall be valid unless made in writing. However a party may be precluded by his conduct from asserting the invalidity of additions or modifications not made in writing to the extent that the other party has relied on such conduct.
25.3. The nullity of a particular clause of this contract shall not involve the nullity of the whole agreement, unless such clause is to be considered as substantial, i.e. if the clause is of such importance that the parties (or the party to the benefit of which such clause is made) would not have entered into the contract if it knew that the clause would not be valid.
Art. 26 Prohibition of assignment第二十六条 禁止转让
26.1. The present contract cannot be assigned without prior written agreement between the two parties.
26.2. If article 21 A is applicable, and if there has been assignment by the Agent with the Principal's consent according to article 21.4(c), the goodwill indemnity of the new agent shall be calculated by also taking into account the activity of the old agent, according to article 21. It is expressly agreed that the amount that may have been paid by the new agent to the previous one shall not be taken into account when calculating the indemnity. The purpose of this sentence is to make clear that the price paid by the new agent to the old one (which price may be influenced by facts which are out of the scope of the agency agreement), is not a basis for calculating the indemnity.
Art. 27 Authentic text 第二十七条 有效文本
The English text of this contract is the only authentic text.
Made in on the ----------合同签订的地点日期
The Principal委托人The Agent 代理人
If the contract is written in another language this clause should of course be modified to indicate the language of the contract.
ANNEX I PRODUCTS AND TERRITORY附件一 产品和地区
(Article 1.1.) （第１．１款）
§1. Products §１．产品
If this paragraph 1 of Annex I has not been filled in, all products manufactured and/or sold
by the Principal at present and in the future shall be considered as "Products" for the
purpose of this contract.----------
If the parties choose this solution (including any future products in the contract) problems may arise in case of conflict between new products from the manufacturer and products of other manufacturers already represented by the agent. If such problems are foreseeable, the parties should define appropriate rules for solving the conflict.
§2. Territory §２．地区
If this paragraph 2 of Annex I has not been filled in, the whole territory of the country where the Agent has his place of business will be considered as "Territory" for the purpose of this contract.
ANNEX II PRODUCTS AND PRINCIPALS REPRESENTED BY THE AGENT
(Article 5.4.) （第５．４节）
This Annex is applicable only if filled in by the parties.
The Agent hereby declares that he represents (and/or distributes or manufactures) the following products, directly or indirectly, at the time of the conclusion of the present contract:
ANNEX III ADVERTISING, FAIRS AND EXHIBITIONS附件三 广告?交易会和展览会
§1. Advertising (art. 6.2.) §１．广告（第６．２款）
Except as otherwise agreed in writing, the costs of agreed advertising shall be shared between the parties as follows:
--------- Principle: %委托人＿＿％
--------- Agent: %代理人＿＿＿％
If the figures left blank in the above paragraph are not filled in by, the parties, each party will bear the advertising expenses it has incurred.
§2. Fairs and exhibitions (art. 6.3.) §２．交易会和展览会（第６．３款）
Except as otherwise agreed in writing, the costs for participation in fairs and exhibitions in the Territory shall be shared between the parties as follows:
--------- Principal: %委托人＿＿％
--------- Agent: %代理人＿＿％
If the figures left blank in the above paragraph are not filled in by the parties, each party will bear the expenses for participation in fairs and exhibitions it has incurred.
ANNEX IV GUARANTEED MINIMUM TARGET附件四 保证完成的最低目标
(Article 7.3) （第７．３款）
This Annex IV is applicable only if the parties have fixed the minimum target by filling in
one of the alternative figures hereafter --------
The Agent undertakes, during each year, to transmit orders for not less than:
If this alternative is chosen, care should be taken in order to avoid that the agreed sum is automatically reduced (from year to year) as a consequence of inflation, e.g. by providing a yearly increase. If at the end of the year the above Guaranteed Minimum Target has not been attained, for
reasons other than those for which the Principal can be held responsible, subject to giving one month's notice, the Principal shall be entitled at his choice, to terminate this contract, or to cancel the Agent's exclusivity, or to reduce the extension of the Territory. This right must however be exercised in writing not later than two months after the end of the year in which the Guaranteed Minimum Target has not been attained. Unless the parties hereafter agree on different figures, the Guaranteed Minimum Target indicated above shall also be applicable for each year of the duration (including the case of renewal) of this agreement.
ANNEX V DEL CREDERE25附件五 担保买方支付（注２５）
(Article 10.2) （第１０．２款）
In choosing the options parties should pay attention to the legal rules of the country where the agent is established. In some legal systems (e.g. Great Britain) there are no limitations; in others (e.g. Germany) the del credere obligation must be limited to specific business or customers and a special commission must be paid; in other countries (e.g. Italy) del credere may be granted on all business, and without special commission, but only for a percentage of the loss.
This Annex V is applicable only to the extent it is filled in and provided it has been signed
by the parties
The Agent shall act as a del credere agent according to the conditions stated hereafter.
A del credere obligation means that the Agent undertakes to reimburse to the Principal the total or partial amount (according to the alternative solutions under §2 hereafter) of unpaid sums that the Principal is entitled to receive from customers and which have not been paid for reasons for which the Principal is not responsible. The del credere obligation does not cover the expenses incurred by the Principal for recovering his credits.
1. The agent shall be responsible: 代理人应负责：
.A for any business transmitted by him所有由其转交的业务
.B. only for business or customers expressly agreed case by case
2. The agent's responsibility shall be: 代理人的责任应为：
.B limited to ??% of the sums not recovered26限于尚未收回金额的（注２６）＿＿％
.C limited to ??times the agreed commission限于约定佣金的□□倍
Options 2.B and 2.C may be used together: e.g. not more than 15% of the sums not recovered and not more than three times the agreed commission.
3. The agent shall be entitled to an extra commission of ??% on all business on which he has granted del credere.
4. No del credere is due if the loss is due to reasons for which the Principal is clearly responsible.
5. The Agent has no right to commission according to article 16.2. However, the del credere obligation shall in no case exceed the total amount due by the customer minus the Agent's commission.
The Principal委托商The Agent代理商
ANNEX VI COMMISSIONS附件六 佣金
§1. Amount of commission (Art. 15.1.) §１．佣金金额（第１５．１款）
1.1. Simple commission简单佣金
Amount of commission is ??%佣金金额为------％
1.2. Different levels of commission according to the value of the sales contract.
§3. Negotiation margins and discounts (Art. 15.3.) §３．谈判幅度和折扣（第１５．３款）
3.1. Negotiation margins谈判幅度
The Agent has a negotiation margin of ------% on the prices set out in the price-list in force. Therefore, the Agent may propose to customers any discount within such margins without reduction to his rate of commission.
3.2 Authorized discount经认可的折扣
The Agent is entitled to propose to customers the following discounts, which entail a reduction in his commission, in accordance with the schedule hereunder:
3.3. Discount to be agreed upon待商定的折扣
The Agent undertakes not to propose to the customers any discount higher that the maximum discount shown in the schedule set out in §3.2. above, without prior written authority from the Principal.
§4. Commission on insured credits (art. 16.2) 经保险的赊欠款的佣金（第１６．２节）
If the Principal is insured against the insolvency of his customers, and he is paid by the insurer (instead of receiving the price from the customer) the Agent is entitled:
to a half commission on the sums paid by the insurer按保险人支付总额计算的佣金的一半。
to the full commission on the sums paid by the insurer, after deduction of the costs or expenses borne by the Principal with reference to the non-payment.
ANNEX VII CHANGE OF CONTROL, OWNERSHIP AND/OR MANAGEMENT IN THE
(Article 20.5) （第２０．５款）
The principal may terminate the agreement with immediate effect, if:
Mr. ceases to own more than ------% of the shares of the Agent company
Mr. ceases to be the of the Agent company先生不再担任代理公司的＿＿＿职务。
Specify here the position that the qualifying person has in the agent company, e.g. director, general manager, president of the board, as the case may be. This clause may be dangerous for the agent company, particularly if the qualifying person is not the owner, but only an employee. At the same time, if alternative A of article 21 is applicable, the Agent company may terminate this contract on grounds of the --------- age, infirmity or illness of Mr. ------- according to article 21.4 A, (b), without losing the right to the goodwill indemnity under such provision.