Sales Agency Agreement - Long Form

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This UK Agreement allows one party (the Agent) to sell products (goods or services) on behalf of another (the Principal) in return for commission payments.

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An agency situation arises when a supplier appoints a person to sell goods on his behalf. This UK Sales Agency Agreement allows one party (the Agent) to sell products (goods or services) on behalf of another (the Principal) in return for commission payments. The Agency Agreement includes reference to the Commercial Agents (Council Directive) Regulations 1993 as required by European Law.

Among others, this form includes the following key provisions:
  • Appointment of Agent
  • Agent's Duties
  • Sales and stocks of the products
  • Intellectual property rights
  • Rights and Duties of the Principal
  • Financial provisions
  • Confidentiality terms
  • Duration and Termination of the Agreement
  • and much more
This Sales Agency Agreement has been created by UK lawyers for use in England and Wales.
This is the content of the form and is provided for your convenience. It is not necessarily what the actual form looks like and does not include the information, instructions and other materials that come with the form you would purchase. An actual sample can also be viewed by clicking on the "Sample Form" near the top left of this page.















Sales Agency Agreement
(England and Wales)






This Packet Includes:
1. Information
2. Step-by-Step Instructions
3. Sales Agency Agreement





Information
Sales Agency Agreement

An agency situation arises when a supplier appoints a person to sell goods on his behalf.

As with all our agreements, the Sales Agency Agreement is self explanatory and written in clear, simple English.



You will see throughout the clauses in the agreement reference to clause numbers within square brackets (see clause 2.3 for an example of this). The purpose of the square brackets is to indicate to you that should you delete any clauses in the precedent from your final draft then you will need to change the bracketed clause number to ensure the numbering is correct.


 Step-by-Step Instructions
Sales Agency Agreement

   

In addition to the above we also draw your attention to the following:

   Recital A
The Principal will need to state the nature of its business and what it sells.

   Clause 1
In the definition for Territory the Principle will need to determine what this will be.  The Agent will only be allowed to sell goods within this area so careful thought will need to be given to this area. If it is intended that the Principle will appoint several agents then he will need to ensure that each agent has his own unique territory.  An example of a Territory would be the area with the M25, The county of Essex or England.

   Clause 2.5
This agreement has been drafted on the basis that the Agent is ultimately responsible to the Principle to pay for any orders taken by it from customers if those customers do not pay.  If it is not intended that the Agent will be so responsible then delete this clause.

   Clause 2.6
As explained above an Agent will be appointed to work exclusively in the Territory. The Agent will require this to ensure that he can have a good opportunity to source sales without the threat of competition form other agents selling the same product. However, in return for the Principle granting this exclusivity he will expect the Agent to show results.  If the Agent does not make the sales the Principal requires then this clause will allow the Principal to terminate his restriction of appointing other agents to work the Territory. The Principal will need to determine what sales levels the Agent will need to achieve.

   Clause 7.1
In this clause you need to insert what percentage fee the Agent will be paid for all products it sells under this relationship.

   Clause 7.2
If the Principal is entitled to sell Products in the Territory on the basis that a fee is paid to the Agent then you will need to insert here what that fee will be.

   Clause 7.6
Insert the interest rate to be paid on late payments.


   Clause 10.1
The parties will need to insert the length of the term of the agreement.



   Clause 11.3


The agreement provides for the Agent not to be concerned in dealing with any product that competes with the Products in the Territory for a period of six months. It is not recommended that this term is extended beyond this period for fear that a court might deem the clause uncompetitive. In that case the whole clause would be ineffective.




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SALES AGENCY AGREEMENT
Date:                                                       20
Parties:
(1)   “The Principal”:[                                        ] a company incorporated in England, whose registered office is at [                                                                                       ].
(2)   “The Agent”: [                                        ] a company incorporated in England, whose registered office is at [                                                                                       ].
Recitals:
(A)   The Principal manufactures and sells [________].
(B)   The Agent wishes to be appointed as the Principals agent in the Territory for the sale of the Products.
Operative provisions:
1.   Interpretation
1.1   In this agreement, unless the context otherwise requires:
“FORCE MAJEURE
means, in relation to either party, any circumstances beyond the reasonable control of that party (including, without limitation, any strike, lockout or other form of industrial action);
“INTELLECTUAL PROPERTY
means any patent, copyright, registered design, trade mark or other industrial or intellectual property right subsisting in the Territory in respect of the Products, and applications for any of the foregoing;
“NET SALES VALUE
means, in relation to any Products, the price actually charged to the customer therefor (less any value added or other sales tax on the Products included in the price);
“PRODUCTS
means such products of the kind referred to in Recital (A) as are manufactured by or for the Principal and are from time to time notified in writing by the Principal to the Agent;
“QUARTER
means each period of three months ending on March 31, June 30, September 30 or December 31;
“RESTRICTED INFORMATION
means any information which is disclosed to the Agent by the Principal pursuant to or in connection with this agreement (whether orally or in writing, and whether or not such information is expressly stated to be confidential or marked as such);
“TERRITORY
means [________];
“YEAR OF THIS AGREEMENT
means the period of 12 months from the date of this agreement and each subsequent consecutive period of 12 months during the period of this agreement.;
1.2   Any reference in this agreement to “writing” or related expressions includes a reference to cable, facsimile transmission, e-mail or comparable means of communication.
1.3   Any reference in this agreement to any provision of a statute shall be construed as a reference to that provision as amended, reenacted or extended at the relevant time.
1.4   The headings in this agreement are for convenience only and shall not affect its interpretation.
2.   Appointment of agent
2.1   The Principal appoints the Agent as its agent for the sale of the Products in the Territory, and the Agent agrees to act in that capacity, subject to the terms and conditions of this agreement.
2.2   Subject as provided in clause 2.6, the Principal shall not, appoint any other person, firm or company as the Principals agent or distributor for the sale of the Products in the Territory.
2.3   The Principal shall be entitled to make sales of the Products to customers in the Territory in response to unsolicited orders but, subject as provided in clause 2.6, not otherwise.
2.4   The Agent shall not solicit or accept any orders for the Products:
2.4.1   from any person in the Territory if the Agent knows or has reason to believe that the Products concerned will be resold outside the Territory; or
2.4.2   from any person outside the Territory.
2.5   The Agent shall be a del credere agent of the Principal, and accordingly the Agent shall be liable to the Principal for the price of all Products sold by the Agent under this agreement whether or not paid for by the customer, and shall account to the Principal therefor in accordance with clause 7.
2.6   If the aggregate Net Sales Value of Products sold by the Agent on behalf of the Principal in the Territory during any Year of this Agreement [(other than the first)] is less than £[________], the Principal may, by giving not less than [________] months written notice to the Agent within [________] months after the end of that Year of this Agreement, terminate the restrictions on the Principal specified in clauses 2.2 and 2.3.
3.   The agents duties
3.1   The Agent shall, at all times:
3.1.1   act in the interests of the Principal and not allow its interests to conflict with the duties that it owes to the Principal; and
3.1.2   act towards the Principal dutifully and in good faith.
3.2   The Agent shall use its best endeavours to promote and market the Products to customers and prospective customers in the Territory and, subject to the provisions of clause 4.1, may without prior reference to the Principal enter into contracts for the sale of the Products in the name and on behalf of the Principal.
3.3   The Agent shall conduct the promotion and marketing of the Products in the Territory with all due care and diligence and shall cultivate and maintain good relations with customers and potential customers in the Territory in accordance with sound commercial principles.
3.4   Subject as provided in this agreement and to any directions which the Principal may from time to time properly give, the Agent shall be entitled to perform its duties under this agreement in such manner as it may think fit.
3.5   The Agent shall procure that its representatives:
3.5.1   make themselves available, at all reasonable times and upon reasonable notice, to the Principal for the purposes of consultation and advice relating to this agreement and the Products;
3.5.2   at the expense of the Agent, attend meetings with representatives of the Principal and such customers or prospective customers in the Territory as may be necessary for the performance of its duties under this agreement;
3.5.3   make such calls upon customers or potential customers in the Territory for the purpose of promoting the Products as the Agent may think fit; and
3.5.4   attend such trade exhibitions and other sales outlets in the Territory as the Principal or the Agent may think commercially suitable for the purpose of promoting the Products.
3.6   The Agent shall promptly refer to the Principal all enquiries concerning the Products from customers and prospective customers outside the Territory.
3.7   The Agent shall in all dealings concerning the Products describe itself as “Sales Agent” for the Principal.
3.8   The Agent shall be responsible for obtaining all licences, permits and approvals which are necessary or advisable for the sale of the Products in the Territory and for the performance of its duties under this agreement.
3.9   The Agent shall comply with all applicable laws and regulations relating to the sale of the Products in the Territory (other than those relating to the nature, method of manufacture, packaging or labelling of the Products) and shall notify the Principal of any changes in the laws and regulations in the Territory relating to the nature, method of manufacture, packaging or labelling of the Products.
3.10   The Agent shall maintain a list of customers and potential customers for the Products in the Territory and shall at the request of the Principal supply it with a copy of that list.
3.11   The Agent shall from time to time keep the Principal fully informed of the Agents promotional and marketing activities in respect of the Products and shall, within 30 days after the end of each Quarter, provide the Principal with a detailed report of such activities and the amount of its advertising expenditure during that Quarter.
3.12   The Agent shall keep the Principal informed of conditions in the market for the Products in the Territory, and of competing products and the activities of the Principals competitors in the Territory.
3.13   The Agent shall promptly inform the Principal of:
3.13.1   any complaint or aftersales enquiry concerning the Products which is received by the Agent; and
3.13.2   any matters likely to be relevant in relation to the manufacture, sale, use or development of the Products within or outside the Territory.
3.14   The Agent shall at its own cost and expense:
3.14.1   maintain adequate insurance in respect of the Products whilst on the Agents premises and procure that nothing is done which might vitiate the same; and
3.14.2   maintain an effective sales team and appropriate secure storage premises for the Products.
3.15   The Agent shall not:
3.15.1   pledge the credit of the Principal in any way;
3.15.2   make any modifications to the Products or their packaging or (without prejudice to the generality of the foregoing) alter, remove or tamper with the trade names, trade marks, or other means of identification on the Products;
3.15.3   use any advertising, promotional or selling materials in relation to the Products except those supplied or approved by the Principal;
3.15.4   engage in any conduct which, in the opinion of the Principal, is prejudicial to the Principals business or the marketing of the Products generally; or
3.15.5   be concerned or interested either directly or indirectly in the manufacture, sale, promotion, marketing or importation into the Territory of any goods which compete with the Products.
4.   Sales and stocks of the products
4.1   All sales of the Products by the Agent on behalf of the Principal shall be made on such terms and conditions as the Principal may from time to time specify in writing to the Agent, and accordingly:
4.1.1   the Agent shall, in the course of dealing with all customers and prospective customers for the Products in the Territory, bring to their notice such terms and conditions; and
4.1.2   the Agent shall not make or give any promises, warranties, guarantees or representations concerning the Products other than those contained in those terms and conditions of sale.
4.2   All sales of the Products by the Agent on behalf of the Principal shall be at the price specified in the price lists which shall from time to time be supplied to the Agent for the purpose by the Principal, subject to such discounts and other deductions as the Principal may allow.
4.3   Title to the Products shall at no time pass to the Agent, and the Agent shall ensure that all Products are separately stored on its premises and marked as being the property of the Principal.
4.4   As soon as is practicable after the date of this agreement, and within a reasonable time before the beginning of each Year of this agreement (other than the first), the Principal and the Agent shall agree stock levels and target volumes for the relevant Year of this agreement in relation to each of the Products sold under this agreement.
4.5   The Agent shall:
4.5.1   subject to compliance by the Principal with its obligation in clause [6.3.3], maintain sufficient stocks of the Products to meet orders promptly and in accordance with each order which it accepts on behalf of the Principal;
4.5.2   keep the Principal informed from time to time of its requirements to enable the Principal to manufacture and deliver to the Agent sufficient quantities of the Products; and
4.5.3   not accept orders of Products in excess of agreed stock levels without the prior agreement of the Principal.
5.   Intellectual property
5.1   The Agent shall promptly and fully notify the Principal of any actual, threatened or suspected infringement in the Territory of any Intellectual Property of the Principal which comes to the Agents notice, and of any claim by any third party so coming to its notice that the importation of the Products into the Territory, or their sale in the Territory, infringes any rights of any other person, and the Agent shall, at the request and expense of the Principal, do all such things as may be reasonably required to assist the Principal in taking or resisting any proceedings in relation to any such infringement or claim.
5.2   Nothing in this Agreement shall give the Agent any rights in respect of any trade names or trade marks used by the Principal in relation to the Products or of the goodwill associated with them, and the Agent acknowledges that, except as expressly provided in this agreement, it shall not acquire any rights in respect of any trade names or trade marks and that all such rights and goodwill are, and shall remain, vested in the Principal.
5.3   The Agent shall not use in the Territory any trade marks or trade names so resembling the trade marks or trade names of the Principal as to be likely to cause confusion or deception.
5.4   The Agent shall, at the expense of the Principal, take all such steps as the Principal may reasonably require to assist the Principal in maintaining the validity and enforceability of the Intellectual Property of the Principal during the continuance of this agreement.
5.5   Without prejudice to the right of the Agent or any third party to challenge the validity of any Intellectual Property of the Principal, the Agent shall not do or authorise any third party to do any act which would or might invalidate, or be inconsistent with, the Intellectual Property of the Principal and shall not omit or authorise any third party to omit to do any act which, by its omission, would have that effect or character.
6.   Rights and duties of the principal
6.1   The Principal shall at all times during the continuance of this Agreement act towards the Agent dutifully and in good faith.
6.2   The Principal shall be entitled from time to time to extend the range of the Products, or discontinue any of the same, upon giving not less than one months written notice to the Agent.
6.3   The Principal shall:
6.3.1   at its own expense promptly supply the Agent with such samples, catalogues, price lists, terms and conditions of sale, advertising, promotional and selling materials, literature and information as the Agent may from time to time reasonably require for the purpose of the promotion and sale of the Products in the Territory;
6.3.2   supply to the Agent any information which may come into its possession which may assist the Agent to effect sales pursuant to this agreement;
6.3.3   supply the Agent with such stocks of the Products as the parties may from time to time agree;
6.3.4   honour any contracts for the sale of the Products entered into by the Agent on behalf of the Principal pursuant to this agreement;
6.3.5   promptly and efficiently deal with any after sales enquiry relating to the Products raised by a customer in the Territory;
6.3.6   at the request of the Agent supply to the Agent the name and address of any customer to which the Principal has sold any Products pursuant to clause [2.3];
6.3.7   comply with all the applicable laws and regulations relating to the nature, method of manufacture, packaging and labelling of the Products; and
6.3.8   notwithstanding anything to the contrary in this agreement, give such notice to the Agent of any changes in the range of the Products, its terms or conditions of sale or its prices for the Products as will enable the Agent to conduct the marketing and sale of the Products in an orderly manner.
6.4   Subject to compliance by the Agent with its obligations under this Agreement, the Principal shall indemnify the Agent against any liability (including, but without limitation, all costs and expenses which the Agent may reasonably incur in defending any proceedings) which it may incur by reason only of its being held out as the Principals agent or otherwise in the proper performance of its duties under this agreement.
7.   Financial provisions
7.1   In consideration of the obligations undertaken by the Agent under this agreement, the Principal shall, subject as provided in Clause [7.3], pay the Agent commission equal to [________] per cent of the Net Sales Value of all Products for which a contract of sale is made by the Agent on behalf of the Principal under this agreement.
7.2   The Principal shall, subject as provided in Clause 7.3, in addition pay the Agent commission equal to [________] per cent of the Net Sales Value of all Products for which a contract of sale is made by the Principal under clause 2.3.
7.3   If the Agent is appointed as a successor to a person who was an agent for the Principal in relation to the Products in the Territory and that person is entitled to commission on any sales of the Products made in the Territory after the appointment of the Agent under this agreement, the commission payable under clauses 7.1 and 7.2 shall be reduced by the amount of the commission due to that person.
7.4   For the purposes of establishing the amount of commission due to the Agent:
7.4.1   the Agent shall within 14 days after the end of each month send to the Principal a statement showing the aggregate Net Sales Value of each description of Products sold by the Agent on behalf of the Principal during that month and any customs and excise duties paid by the Agent on behalf of the Principal in respect of the import of the Products into the Territory during that month;
7.4.2   the Principal shall within 14 days of receipt of the statement referred to in clause 7.4.1 send to the Agent a statement showing the aggregate Net Sales Value of each description of Products sold by it during that month under clause 2.3 and the amount of commission due to the Agent in respect of that month.
7.5   For the purpose of accounting between the Principal and Agent:
7.5.1   the Agent shall, with the statement sent under clause 7.4.1, remit to the Principal in [Sterling] a sum equal to the aggregate Net Sales Value less any customs and excise duties as specified in that statement; and
7.5.2   the Principal shall, with the statement sent under clause 7.4.2, remit to the Agent in [Sterling] the commission due to the Agent under clauses [7.1 and 7.2].
7.6   If either party defaults in the payment of any sum due to the other under clause 7.5, such sum shall bear interest from the due date until payment is made to the other party (irrespective of whether the date of payment is before or after any judgment or award in respect of the same) at [________] per cent per annum over Barclays Bank PLC base rate from time to time.
7.7   The Agent shall:
7.7.1   issue an invoice to the Principal (in a form suitable for VAT purposes) for the commission due to the Agent in respect of each month as soon as practicable after receipt by the Agent of the statement of commission sent by the Principal under clause 7.4.2;
7.7.2   issue invoices to the customers (in a form suitable for VAT purposes) for all sales of the Products under this agreement;
7.7.3   collect and keep in a separate bank account all moneys due to the Principal in respect of such sales and account to the Principal therefor in accordance with clauses 7.4.1 and 7.5.1.
7.8   If at any time any Products sold by the Agent on behalf of the Principal are not, through the fault of the Principal, delivered to a customer, the provisions of this clause 7 shall apply to those Products as if they had been duly delivered and invoiced.
7.9   Each party shall keep separate records and accurate accounts of all sales of the Products made by it in the Territory and shall permit the duly appointed representatives of the other party to inspect all such records and accounts and take copies of them at all reasonable times (but not exceeding once in any Quarter).
7.10   Each party shall, if so requested by the other within 15 days after the end of any Year of this Agreement, at its own expense provide to the other a report from its external auditors as to the accuracy of the information submitted by it in respect of that Year pursuant to clause 7.4.1 or 7.4.2, as the case may be.
7.11   Subject as provided in clauses 7.4 and 7.12, each party shall make all payments of the sums payable under clauses 7.3 and 7.5 to the other party without any deduction other than such amount (if any) as it is required to deduct by law. If either party is required to make such deduction, it shall do all things in its power which may be reasonably necessary to enable or assist the other party to claim exemption therefrom under any double taxation or similar agreement from time to time in force and shall from time to time give to the other party proper evidence as to the deduction and payment over of the tax or sums withheld.
7.12   If and to the extent that the Agent is required to account to the United Kingdom Revenue under section 127 of the Finance Act 1995 for any United Kingdom tax to which the Principal is liable in respect of sales of the Products in the Territory, the Agent shall be entitled to make an equivalent deduction from any sums which it would otherwise be liable to pay to the Principal under this agreement.
7.13   All sums payable under this agreement are exclusive of any value added tax or other applicable sales tax, which shall be added to the sum in question or otherwise included in any relevant calculation, and where any withholding tax or similar deduction is required to be made, the sum in question shall be paid net of that deduction.
8.   Confidentiality
8.1   Except as provided by clauses [8.2 and 8.3], the Agent shall at all times during the continuance of this agreement and after its termination:
8.1.1   use its best endeavours to keep all Restricted Information confidential and accordingly not to disclose any Restricted Information to any other person; and
8.1.2   not use any Restricted Information for any purpose other than the performance of its obligations under this agreement.
8.2   Any Restricted Information may be disclosed by the Agent to:
8.2.1   any customers or prospective customers;
8.2.2   any governmental or other authority or regulatory body;
8.2.3   any employees of the Agent or of any of the aforementioned persons,
to such extent only as is necessary for the purposes contemplated by this agreement, subject in each case to the Agent using its best endeavours to ensure that the person in question keeps the same confidential and does not use the same except for the purposes for which the disclosure is made, or to any person as is required by law.
8.3   Any Restricted Information may be used by the Agent for any purpose, or disclosed by the Agent to any other person, to the extent only that:
8.3.1   it is on the date of this agreement, or becomes, public knowledge through no fault of the Agent (provided that in doing so the Agent shall not disclose any Restricted Information which is not public knowledge); or
8.3.2   it can be shown by the Agent, to the reasonable satisfaction of the Principal, to have been known to the Agent prior to its being disclosed by the Principal to the Agent.
9.   Force majeure
9.1   If either party is affected by Force Majeure it shall forthwith notify the other party of the nature and extent thereof.
9.2   Neither party shall be deemed to be in breach of this agreement, or otherwise be liable to the other, by reason of any delay in performance, or nonperformance, of any of its obligations under this agreement to the extent that such delay or nonperformance is due to any Force Majeure of which it has notified the other party; and the time for performance of that obligation shall be extended accordingly.
9.3   If the Force Majeure in question prevails for a continuous period in excess of six months, the parties shall enter into bona fide discussions with a view to alleviating its effects, or to agreeing upon such alternative arrangements as may be fair and reasonable.
10.   Duration and termination
10.1   This agreement shall come into force on the date of this agreement and, subject as provided in clauses 10.2, 10.3, 10.4 and 10.5, shall continue in force for a period of [________] years and thereafter unless or until terminated by either party giving to the other written notice expiring at or at any time after the end of that period.
10.2   If at any time the Principal gives notice to the Agent under clause 2.6, the Agent shall be entitled, by giving written notice to the Principal within [________] days after the notice from the Principal was given, to terminate this agreement.
10.3   If at any time control (as defined in section 840 of the Income and Corporation Taxes Act 1988) of the Agent is acquired by any person or group of connected persons (as defined in section 839 of that Act) not having control of the Agent at the date of this Agreement, the Agent shall forthwith give written notice to the Principal identifying that person or group of connected persons and the Principal shall be entitled, by giving written notice to the Agent within [________] days after the notice from the Agent was given, to terminate this agreement.
10.4   Either party shall be entitled forthwith to terminate this agreement by written notice to the other if that other party commits any repudiatory breach of any of the provisions of this agreement and, in the case of a breach capable of remedy, fails to remedy the same within 30 days after receipt of a written notice giving full particulars of the breach and requiring it to be remedied;
10.5   Either party shall be entitled to terminated this agreement by written notice to the other if:
10.5.1   that other party commits a breach of this agreement (not being a repudiatory breach of this agreement);
10.5.2   an encumbrancer takes possession or a receiver is appointed over any of the property or assets of that other party;
10.5.3   that other party makes any voluntary arrangement with its creditors or becomes subject to an administration order;
10.5.4   that other party goes into liquidation (except for the purposes of amalgamation or reconstruction and in such manner that the company resulting therefrom effectively agrees to be bound by or assume the obligations imposed on that other party under this agreement);
10.5.5   anything which, under the law of any jurisdiction is analogous to any of the acts or events specified in clauses 10.5.2, 10.5.3 and 10.5.4;
10.5.6   that other party ceases, or threatens to cease, to carry on business; or
10.5.7   in the circumstances contemplated by clause 9.3 there is no agreement reached by the parties within 30 days after discussions for that purpose began or ought to have begun.
10.6   For the purposes of clause 10.4, a breach shall be considered capable of remedy if the party in breach can comply with the provision in question in all respects other than as to the time of performance (provided that time of performance is not of the essence).
10.7   The period of written notice referred to in clauses 10.1, 10.2, 10.3 and 10.5 shall be not less than the number of months specified in column (2) of the table below opposite the relevant period in column (1) of that table, and for this purpose the relevant period in column (1) is the aggregate of the fixed period of this agreement and any subsequent period of this agreement.
(1)
Up to two years(including the second anniversary)
(2)
Two months
More than two years
Three months
10.8   Any waiver by either party of a breach of any provision of this agreement shall not be considered as a waiver of any subsequent breach of the same or any other provision of this Agreement.
10.9   The rights to terminate this agreement given by this clause shall be without prejudice to any other right or remedy of either party in respect of the breach concerned (if any) or any other breach.
11.   Consequences of termination
11.1   Upon the termination of this agreement for any reason:
11.1.1   the Agent shall within 30 days send to the Principal or otherwise dispose of in accordance with the directions of the Principal all stocks of the Products (other than any for which it has accepted orders from customers before the date of termination), samples and any advertising, promotional or sales material relating to the Products then in the possession of the Agent;
11.1.2   the Agent shall cease to promote, market, advertise or sell the Products;
11.1.3   the provisions of clause 7 shall continue in force in relation to:
(a)   all sales of the Products before the date of termination;
(b)   all sales of the Products after the date of termination under orders received on or before that date;
(c)   all sales of the Products within [________] after the date of termination;
11.1.4   clause 8 shall continue in force in accordance with its terms; and
11.1.5   subject as otherwise provided in this agreement and to any rights or obligations which have accrued prior to termination, neither party shall have any further obligation to the other under this agreement.
11.2   The costs incurred by the Agent in complying with clause 11.1.1 shall, where the termination is by the Agent under clause 10.4, be for the account of the Principal and, in any other case, be for the account of the Agent.
11.3   The provisions of clause 3.15.5 shall continue to apply for a period of six months after the date of termination.
12.   Nature of agreement
12.1   The Principal shall be entitled to perform any of the obligations undertaken by it and to exercise any of the rights granted to it under this Agreement through any other company which at the relevant time is its holding company or subsidiary (as defined by section 736 of the Companies Act 1985 as amended) or the subsidiary of any such holding company and any act or omission of any such company shall for the purposes of this agreement be deemed to be the act or omission of the Principal.
12.2   The Principal may assign this agreement and its rights and obligations under it.
12.3   Subject as provided in clause 12.4, this agreement is personal to the Agent, which may not without the written consent of the Principal, assign, mortgage, charge (otherwise than by floating charge) or dispose of any of its rights, or subcontract or otherwise delegate any of its obligations under this Agreement.
12.4   The Agent shall not without the prior written consent of the Principal employ subagents; if with such consent it does so, every act or omission of the subagent shall for the purposes of this agreement be deemed to be the act or omission of the Agent.
12.5   Nothing in this agreement shall create, or be deemed to create, a partnership or the relationship of employer and employee between the parties.
12.6   This Agreement contains the entire agreement between the parties with respect to the subject matter, supersedes all previous agreements and understandings between the parties with respect thereto, and may not be modified except by an instrument in writing signed by the duly authorised representatives of the parties.
12.7   Each party acknowledges that, in entering into this agreement, it does not do so on the basis of, and does not rely on, any representation, warranty or other provision except as expressly provided in this Agreement, and all conditions, warranties or other terms implied by statute or common law are excluded to the fullest extent permitted by law.
12.8   If any provision of this agreement is held by any court or other competent authority to be void or unenforceable in whole or part, this agreement shall continue to be valid as to the other provisions and the remainder of the affected provision.
13.   Arbitration and proper law
13.1   Any dispute arising out of or in connection with this agreement shall be referred to the arbitration in London of a single arbitrator appointed by agreement between the parties or, in default of agreement, nominated on the application of either party by the President for the time being of The Law Society.
13.2   This agreement shall be governed by and construed in all respects in accordance with the Laws of England, and each party submits to the nonexclusive jurisdiction of the English Courts.
14.   Notices and service
14.1   Any notice or other information required or authorised by this agreement to be given by either party to the other may be given by hand or sent (by first class prepaid post, cable, facsimile transmission, e-mail or comparable means of communication) to the other party at the address referred to in clause 14.4.
14.2   Any notice or other information given by post under clause 14.1 which is not returned to the sender as undelivered shall be deemed to have been given on the second day after the envelope containing the same was so posted; and proof that the envelope containing any such notice or information was properly addressed, prepaid, registered and posted, and that it has not been so returned to the sender, shall be sufficient evidence that such notice or information has been duly given.
14.3   Any notice or other information sent by cable, facsimile transmission, e-mail or comparable means of communication shall be deemed to have been duly sent on the date of transmission, provided that a confirming copy is sent by first class prepaid post to the other party at the address referred to in clause 14.4 within 24 hours after transmission.
14.4   Service of any legal proceedings concerning or arising out of this agreement shall be effected by causing the same to be delivered to [the Company Secretary of] the party to be served at its principal place of business (in the case of the Principal) or its registered office (in the case of the Agent), or to such other address as may from time to time be notified in writing by the party concerned.


SIGNED by                )
on behalf of the PRINCIPLE   )   




SIGNED by               )
on behalf of the AGENT      )   
Number of Pages17
DimensionsDesigned for Letter Size (8.5" x 11")
EditableYes (.doc, .wpd and .rtf)
UsageUnlimited number of prints
Product number#32254
This is the content of the form and is provided for your convenience. It is not necessarily what the actual form looks like and does not include the information, instructions and other materials that come with the form you would purchase. An actual sample can also be viewed by clicking on the "Sample Form" near the top left of this page.















Sales Agency Agreement
(England and Wales)






This Packet Includes:
1. Information
2. Step-by-Step Instructions
3. Sales Agency Agreement





Information
Sales Agency Agreement

An agency situation arises when a supplier appoints a person to sell goods on his behalf.

As with all our agreements, the Sales Agency Agreement is self explanatory and written in clear, simple English.



You will see throughout the clauses in the agreement reference to clause numbers within square brackets (see clause 2.3 for an example of this). The purpose of the square brackets is to indicate to you that should you delete any clauses in the precedent from your final draft then you will need to change the bracketed clause number to ensure the numbering is correct.


 Step-by-Step Instructions
Sales Agency Agreement

   

In addition to the above we also draw your attention to the following:

   Recital A
The Principal will need to state the nature of its business and what it sells.

   Clause 1
In the definition for Territory the Principle will need to determine what this will be.  The Agent will only be allowed to sell goods within this area so careful thought will need to be given to this area. If it is intended that the Principle will appoint several agents then he will need to ensure that each agent has his own unique territory.  An example of a Territory would be the area with the M25, The county of Essex or England.

   Clause 2.5
This agreement has been drafted on the basis that the Agent is ultimately responsible to the Principle to pay for any orders taken by it from customers if those customers do not pay.  If it is not intended that the Agent will be so responsible then delete this clause.

   Clause 2.6
As explained above an Agent will be appointed to work exclusively in the Territory. The Agent will require this to ensure that he can have a good opportunity to source sales without the threat of competition form other agents selling the same product. However, in return for the Principle granting this exclusivity he will expect the Agent to show results.  If the Agent does not make the sales the Principal requires then this clause will allow the Principal to terminate his restriction of appointing other agents to work the Territory. The Principal will need to determine what sales levels the Agent will need to achieve.

   Clause 7.1
In this clause you need to insert what percentage fee the Agent will be paid for all products it sells under this relationship.

   Clause 7.2
If the Principal is entitled to sell Products in the Territory on the basis that a fee is paid to the Agent then you will need to insert here what that fee will be.

   Clause 7.6
Insert the interest rate to be paid on late payments.


   Clause 10.1
The parties will need to insert the length of the term of the agreement.



   Clause 11.3


The agreement provides for the Agent not to be concerned in dealing with any product that competes with the Products in the Territory for a period of six months. It is not recommended that this term is extended beyond this period for fear that a court might deem the clause uncompetitive. In that case the whole clause would be ineffective.




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SALES AGENCY AGREEMENT
Date:                                                       20
Parties:
(1)   “The Principal”:[                                        ] a company incorporated in England, whose registered office is at [                                                                                       ].
(2)   “The Agent”: [                                        ] a company incorporated in England, whose registered office is at [                                                                                       ].
Recitals:
(A)   The Principal manufactures and sells [________].
(B)   The Agent wishes to be appointed as the Principals agent in the Territory for the sale of the Products.
Operative provisions:
1.   Interpretation
1.1   In this agreement, unless the context otherwise requires:
“FORCE MAJEURE
means, in relation to either party, any circumstances beyond the reasonable control of that party (including, without limitation, any strike, lockout or other form of industrial action);
“INTELLECTUAL PROPERTY
means any patent, copyright, registered design, trade mark or other industrial or intellectual property right subsisting in the Territory in respect of the Products, and applications for any of the foregoing;
“NET SALES VALUE
means, in relation to any Products, the price actually charged to the customer therefor (less any value added or other sales tax on the Products included in the price);
“PRODUCTS
means such products of the kind referred to in Recital (A) as are manufactured by or for the Principal and are from time to time notified in writing by the Principal to the Agent;
“QUARTER
means each period of three months ending on March 31, June 30, September 30 or December 31;
“RESTRICTED INFORMATION
means any information which is disclosed to the Agent by the Principal pursuant to or in connection with this agreement (whether orally or in writing, and whether or not such information is expressly stated to be confidential or marked as such);
“TERRITORY
means [________];
“YEAR OF THIS AGREEMENT
means the period of 12 months from the date of this agreement and each subsequent consecutive period of 12 months during the period of this agreement.;
1.2   Any reference in this agreement to “writing” or related expressions includes a reference to cable, facsimile transmission, e-mail or comparable means of communication.
1.3   Any reference in this agreement to any provision of a statute shall be construed as a reference to that provision as amended, reenacted or extended at the relevant time.
1.4   The headings in this agreement are for convenience only and shall not affect its interpretation.
2.   Appointment of agent
2.1   The Principal appoints the Agent as its agent for the sale of the Products in the Territory, and the Agent agrees to act in that capacity, subject to the terms and conditions of this agreement.
2.2   Subject as provided in clause 2.6, the Principal shall not, appoint any other person, firm or company as the Principals agent or distributor for the sale of the Products in the Territory.
2.3   The Principal shall be entitled to make sales of the Products to customers in the Territory in response to unsolicited orders but, subject as provided in clause 2.6, not otherwise.
2.4   The Agent shall not solicit or accept any orders for the Products:
2.4.1   from any person in the Territory if the Agent knows or has reason to believe that the Products concerned will be resold outside the Territory; or
2.4.2   from any person outside the Territory.
2.5   The Agent shall be a del credere agent of the Principal, and accordingly the Agent shall be liable to the Principal for the price of all Products sold by the Agent under this agreement whether or not paid for by the customer, and shall account to the Principal therefor in accordance with clause 7.
2.6   If the aggregate Net Sales Value of Products sold by the Agent on behalf of the Principal in the Territory during any Year of this Agreement [(other than the first)] is less than £[________], the Principal may, by giving not less than [________] months written notice to the Agent within [________] months after the end of that Year of this Agreement, terminate the restrictions on the Principal specified in clauses 2.2 and 2.3.
3.   The agents duties
3.1   The Agent shall, at all times:
3.1.1   act in the interests of the Principal and not allow its interests to conflict with the duties that it owes to the Principal; and
3.1.2   act towards the Principal dutifully and in good faith.
3.2   The Agent shall use its best endeavours to promote and market the Products to customers and prospective customers in the Territory and, subject to the provisions of clause 4.1, may without prior reference to the Principal enter into contracts for the sale of the Products in the name and on behalf of the Principal.
3.3   The Agent shall conduct the promotion and marketing of the Products in the Territory with all due care and diligence and shall cultivate and maintain good relations with customers and potential customers in the Territory in accordance with sound commercial principles.
3.4   Subject as provided in this agreement and to any directions which the Principal may from time to time properly give, the Agent shall be entitled to perform its duties under this agreement in such manner as it may think fit.
3.5   The Agent shall procure that its representatives:
3.5.1   make themselves available, at all reasonable times and upon reasonable notice, to the Principal for the purposes of consultation and advice relating to this agreement and the Products;
3.5.2   at the expense of the Agent, attend meetings with representatives of the Principal and such customers or prospective customers in the Territory as may be necessary for the performance of its duties under this agreement;
3.5.3   make such calls upon customers or potential customers in the Territory for the purpose of promoting the Products as the Agent may think fit; and
3.5.4   attend such trade exhibitions and other sales outlets in the Territory as the Principal or the Agent may think commercially suitable for the purpose of promoting the Products.
3.6   The Agent shall promptly refer to the Principal all enquiries concerning the Products from customers and prospective customers outside the Territory.
3.7   The Agent shall in all dealings concerning the Products describe itself as “Sales Agent” for the Principal.
3.8   The Agent shall be responsible for obtaining all licences, permits and approvals which are necessary or advisable for the sale of the Products in the Territory and for the performance of its duties under this agreement.
3.9   The Agent shall comply with all applicable laws and regulations relating to the sale of the Products in the Territory (other than those relating to the nature, method of manufacture, packaging or labelling of the Products) and shall notify the Principal of any changes in the laws and regulations in the Territory relating to the nature, method of manufacture, packaging or labelling of the Products.
3.10   The Agent shall maintain a list of customers and potential customers for the Products in the Territory and shall at the request of the Principal supply it with a copy of that list.
3.11   The Agent shall from time to time keep the Principal fully informed of the Agents promotional and marketing activities in respect of the Products and shall, within 30 days after the end of each Quarter, provide the Principal with a detailed report of such activities and the amount of its advertising expenditure during that Quarter.
3.12   The Agent shall keep the Principal informed of conditions in the market for the Products in the Territory, and of competing products and the activities of the Principals competitors in the Territory.
3.13   The Agent shall promptly inform the Principal of:
3.13.1   any complaint or aftersales enquiry concerning the Products which is received by the Agent; and
3.13.2   any matters likely to be relevant in relation to the manufacture, sale, use or development of the Products within or outside the Territory.
3.14   The Agent shall at its own cost and expense:
3.14.1   maintain adequate insurance in respect of the Products whilst on the Agents premises and procure that nothing is done which might vitiate the same; and
3.14.2   maintain an effective sales team and appropriate secure storage premises for the Products.
3.15   The Agent shall not:
3.15.1   pledge the credit of the Principal in any way;
3.15.2   make any modifications to the Products or their packaging or (without prejudice to the generality of the foregoing) alter, remove or tamper with the trade names, trade marks, or other means of identification on the Products;
3.15.3   use any advertising, promotional or selling materials in relation to the Products except those supplied or approved by the Principal;
3.15.4   engage in any conduct which, in the opinion of the Principal, is prejudicial to the Principals business or the marketing of the Products generally; or
3.15.5   be concerned or interested either directly or indirectly in the manufacture, sale, promotion, marketing or importation into the Territory of any goods which compete with the Products.
4.   Sales and stocks of the products
4.1   All sales of the Products by the Agent on behalf of the Principal shall be made on such terms and conditions as the Principal may from time to time specify in writing to the Agent, and accordingly:
4.1.1   the Agent shall, in the course of dealing with all customers and prospective customers for the Products in the Territory, bring to their notice such terms and conditions; and
4.1.2   the Agent shall not make or give any promises, warranties, guarantees or representations concerning the Products other than those contained in those terms and conditions of sale.
4.2   All sales of the Products by the Agent on behalf of the Principal shall be at the price specified in the price lists which shall from time to time be supplied to the Agent for the purpose by the Principal, subject to such discounts and other deductions as the Principal may allow.
4.3   Title to the Products shall at no time pass to the Agent, and the Agent shall ensure that all Products are separately stored on its premises and marked as being the property of the Principal.
4.4   As soon as is practicable after the date of this agreement, and within a reasonable time before the beginning of each Year of this agreement (other than the first), the Principal and the Agent shall agree stock levels and target volumes for the relevant Year of this agreement in relation to each of the Products sold under this agreement.
4.5   The Agent shall:
4.5.1   subject to compliance by the Principal with its obligation in clause [6.3.3], maintain sufficient stocks of the Products to meet orders promptly and in accordance with each order which it accepts on behalf of the Principal;
4.5.2   keep the Principal informed from time to time of its requirements to enable the Principal to manufacture and deliver to the Agent sufficient quantities of the Products; and
4.5.3   not accept orders of Products in excess of agreed stock levels without the prior agreement of the Principal.
5.   Intellectual property
5.1   The Agent shall promptly and fully notify the Principal of any actual, threatened or suspected infringement in the Territory of any Intellectual Property of the Principal which comes to the Agents notice, and of any claim by any third party so coming to its notice that the importation of the Products into the Territory, or their sale in the Territory, infringes any rights of any other person, and the Agent shall, at the request and expense of the Principal, do all such things as may be reasonably required to assist the Principal in taking or resisting any proceedings in relation to any such infringement or claim.
5.2   Nothing in this Agreement shall give the Agent any rights in respect of any trade names or trade marks used by the Principal in relation to the Products or of the goodwill associated with them, and the Agent acknowledges that, except as expressly provided in this agreement, it shall not acquire any rights in respect of any trade names or trade marks and that all such rights and goodwill are, and shall remain, vested in the Principal.
5.3   The Agent shall not use in the Territory any trade marks or trade names so resembling the trade marks or trade names of the Principal as to be likely to cause confusion or deception.
5.4   The Agent shall, at the expense of the Principal, take all such steps as the Principal may reasonably require to assist the Principal in maintaining the validity and enforceability of the Intellectual Property of the Principal during the continuance of this agreement.
5.5   Without prejudice to the right of the Agent or any third party to challenge the validity of any Intellectual Property of the Principal, the Agent shall not do or authorise any third party to do any act which would or might invalidate, or be inconsistent with, the Intellectual Property of the Principal and shall not omit or authorise any third party to omit to do any act which, by its omission, would have that effect or character.
6.   Rights and duties of the principal
6.1   The Principal shall at all times during the continuance of this Agreement act towards the Agent dutifully and in good faith.
6.2   The Principal shall be entitled from time to time to extend the range of the Products, or discontinue any of the same, upon giving not less than one months written notice to the Agent.
6.3   The Principal shall:
6.3.1   at its own expense promptly supply the Agent with such samples, catalogues, price lists, terms and conditions of sale, advertising, promotional and selling materials, literature and information as the Agent may from time to time reasonably require for the purpose of the promotion and sale of the Products in the Territory;
6.3.2   supply to the Agent any information which may come into its possession which may assist the Agent to effect sales pursuant to this agreement;
6.3.3   supply the Agent with such stocks of the Products as the parties may from time to time agree;
6.3.4   honour any contracts for the sale of the Products entered into by the Agent on behalf of the Principal pursuant to this agreement;
6.3.5   promptly and efficiently deal with any after sales enquiry relating to the Products raised by a customer in the Territory;
6.3.6   at the request of the Agent supply to the Agent the name and address of any customer to which the Principal has sold any Products pursuant to clause [2.3];
6.3.7   comply with all the applicable laws and regulations relating to the nature, method of manufacture, packaging and labelling of the Products; and
6.3.8   notwithstanding anything to the contrary in this agreement, give such notice to the Agent of any changes in the range of the Products, its terms or conditions of sale or its prices for the Products as will enable the Agent to conduct the marketing and sale of the Products in an orderly manner.
6.4   Subject to compliance by the Agent with its obligations under this Agreement, the Principal shall indemnify the Agent against any liability (including, but without limitation, all costs and expenses which the Agent may reasonably incur in defending any proceedings) which it may incur by reason only of its being held out as the Principals agent or otherwise in the proper performance of its duties under this agreement.
7.   Financial provisions
7.1   In consideration of the obligations undertaken by the Agent under this agreement, the Principal shall, subject as provided in Clause [7.3], pay the Agent commission equal to [________] per cent of the Net Sales Value of all Products for which a contract of sale is made by the Agent on behalf of the Principal under this agreement.
7.2   The Principal shall, subject as provided in Clause 7.3, in addition pay the Agent commission equal to [________] per cent of the Net Sales Value of all Products for which a contract of sale is made by the Principal under clause 2.3.
7.3   If the Agent is appointed as a successor to a person who was an agent for the Principal in relation to the Products in the Territory and that person is entitled to commission on any sales of the Products made in the Territory after the appointment of the Agent under this agreement, the commission payable under clauses 7.1 and 7.2 shall be reduced by the amount of the commission due to that person.
7.4   For the purposes of establishing the amount of commission due to the Agent:
7.4.1   the Agent shall within 14 days after the end of each month send to the Principal a statement showing the aggregate Net Sales Value of each description of Products sold by the Agent on behalf of the Principal during that month and any customs and excise duties paid by the Agent on behalf of the Principal in respect of the import of the Products into the Territory during that month;
7.4.2   the Principal shall within 14 days of receipt of the statement referred to in clause 7.4.1 send to the Agent a statement showing the aggregate Net Sales Value of each description of Products sold by it during that month under clause 2.3 and the amount of commission due to the Agent in respect of that month.
7.5   For the purpose of accounting between the Principal and Agent:
7.5.1   the Agent shall, with the statement sent under clause 7.4.1, remit to the Principal in [Sterling] a sum equal to the aggregate Net Sales Value less any customs and excise duties as specified in that statement; and
7.5.2   the Principal shall, with the statement sent under clause 7.4.2, remit to the Agent in [Sterling] the commission due to the Agent under clauses [7.1 and 7.2].
7.6   If either party defaults in the payment of any sum due to the other under clause 7.5, such sum shall bear interest from the due date until payment is made to the other party (irrespective of whether the date of payment is before or after any judgment or award in respect of the same) at [________] per cent per annum over Barclays Bank PLC base rate from time to time.
7.7   The Agent shall:
7.7.1   issue an invoice to the Principal (in a form suitable for VAT purposes) for the commission due to the Agent in respect of each month as soon as practicable after receipt by the Agent of the statement of commission sent by the Principal under clause 7.4.2;
7.7.2   issue invoices to the customers (in a form suitable for VAT purposes) for all sales of the Products under this agreement;
7.7.3   collect and keep in a separate bank account all moneys due to the Principal in respect of such sales and account to the Principal therefor in accordance with clauses 7.4.1 and 7.5.1.
7.8   If at any time any Products sold by the Agent on behalf of the Principal are not, through the fault of the Principal, delivered to a customer, the provisions of this clause 7 shall apply to those Products as if they had been duly delivered and invoiced.
7.9   Each party shall keep separate records and accurate accounts of all sales of the Products made by it in the Territory and shall permit the duly appointed representatives of the other party to inspect all such records and accounts and take copies of them at all reasonable times (but not exceeding once in any Quarter).
7.10   Each party shall, if so requested by the other within 15 days after the end of any Year of this Agreement, at its own expense provide to the other a report from its external auditors as to the accuracy of the information submitted by it in respect of that Year pursuant to clause 7.4.1 or 7.4.2, as the case may be.
7.11   Subject as provided in clauses 7.4 and 7.12, each party shall make all payments of the sums payable under clauses 7.3 and 7.5 to the other party without any deduction other than such amount (if any) as it is required to deduct by law. If either party is required to make such deduction, it shall do all things in its power which may be reasonably necessary to enable or assist the other party to claim exemption therefrom under any double taxation or similar agreement from time to time in force and shall from time to time give to the other party proper evidence as to the deduction and payment over of the tax or sums withheld.
7.12   If and to the extent that the Agent is required to account to the United Kingdom Revenue under section 127 of the Finance Act 1995 for any United Kingdom tax to which the Principal is liable in respect of sales of the Products in the Territory, the Agent shall be entitled to make an equivalent deduction from any sums which it would otherwise be liable to pay to the Principal under this agreement.
7.13   All sums payable under this agreement are exclusive of any value added tax or other applicable sales tax, which shall be added to the sum in question or otherwise included in any relevant calculation, and where any withholding tax or similar deduction is required to be made, the sum in question shall be paid net of that deduction.
8.   Confidentiality
8.1   Except as provided by clauses [8.2 and 8.3], the Agent shall at all times during the continuance of this agreement and after its termination:
8.1.1   use its best endeavours to keep all Restricted Information confidential and accordingly not to disclose any Restricted Information to any other person; and
8.1.2   not use any Restricted Information for any purpose other than the performance of its obligations under this agreement.
8.2   Any Restricted Information may be disclosed by the Agent to:
8.2.1   any customers or prospective customers;
8.2.2   any governmental or other authority or regulatory body;
8.2.3   any employees of the Agent or of any of the aforementioned persons,
to such extent only as is necessary for the purposes contemplated by this agreement, subject in each case to the Agent using its best endeavours to ensure that the person in question keeps the same confidential and does not use the same except for the purposes for which the disclosure is made, or to any person as is required by law.
8.3   Any Restricted Information may be used by the Agent for any purpose, or disclosed by the Agent to any other person, to the extent only that:
8.3.1   it is on the date of this agreement, or becomes, public knowledge through no fault of the Agent (provided that in doing so the Agent shall not disclose any Restricted Information which is not public knowledge); or
8.3.2   it can be shown by the Agent, to the reasonable satisfaction of the Principal, to have been known to the Agent prior to its being disclosed by the Principal to the Agent.
9.   Force majeure
9.1   If either party is affected by Force Majeure it shall forthwith notify the other party of the nature and extent thereof.
9.2   Neither party shall be deemed to be in breach of this agreement, or otherwise be liable to the other, by reason of any delay in performance, or nonperformance, of any of its obligations under this agreement to the extent that such delay or nonperformance is due to any Force Majeure of which it has notified the other party; and the time for performance of that obligation shall be extended accordingly.
9.3   If the Force Majeure in question prevails for a continuous period in excess of six months, the parties shall enter into bona fide discussions with a view to alleviating its effects, or to agreeing upon such alternative arrangements as may be fair and reasonable.
10.   Duration and termination
10.1   This agreement shall come into force on the date of this agreement and, subject as provided in clauses 10.2, 10.3, 10.4 and 10.5, shall continue in force for a period of [________] years and thereafter unless or until terminated by either party giving to the other written notice expiring at or at any time after the end of that period.
10.2   If at any time the Principal gives notice to the Agent under clause 2.6, the Agent shall be entitled, by giving written notice to the Principal within [________] days after the notice from the Principal was given, to terminate this agreement.
10.3   If at any time control (as defined in section 840 of the Income and Corporation Taxes Act 1988) of the Agent is acquired by any person or group of connected persons (as defined in section 839 of that Act) not having control of the Agent at the date of this Agreement, the Agent shall forthwith give written notice to the Principal identifying that person or group of connected persons and the Principal shall be entitled, by giving written notice to the Agent within [________] days after the notice from the Agent was given, to terminate this agreement.
10.4   Either party shall be entitled forthwith to terminate this agreement by written notice to the other if that other party commits any repudiatory breach of any of the provisions of this agreement and, in the case of a breach capable of remedy, fails to remedy the same within 30 days after receipt of a written notice giving full particulars of the breach and requiring it to be remedied;
10.5   Either party shall be entitled to terminated this agreement by written notice to the other if:
10.5.1   that other party commits a breach of this agreement (not being a repudiatory breach of this agreement);
10.5.2   an encumbrancer takes possession or a receiver is appointed over any of the property or assets of that other party;
10.5.3   that other party makes any voluntary arrangement with its creditors or becomes subject to an administration order;
10.5.4   that other party goes into liquidation (except for the purposes of amalgamation or reconstruction and in such manner that the company resulting therefrom effectively agrees to be bound by or assume the obligations imposed on that other party under this agreement);
10.5.5   anything which, under the law of any jurisdiction is analogous to any of the acts or events specified in clauses 10.5.2, 10.5.3 and 10.5.4;
10.5.6   that other party ceases, or threatens to cease, to carry on business; or
10.5.7   in the circumstances contemplated by clause 9.3 there is no agreement reached by the parties within 30 days after discussions for that purpose began or ought to have begun.
10.6   For the purposes of clause 10.4, a breach shall be considered capable of remedy if the party in breach can comply with the provision in question in all respects other than as to the time of performance (provided that time of performance is not of the essence).
10.7   The period of written notice referred to in clauses 10.1, 10.2, 10.3 and 10.5 shall be not less than the number of months specified in column (2) of the table below opposite the relevant period in column (1) of that table, and for this purpose the relevant period in column (1) is the aggregate of the fixed period of this agreement and any subsequent period of this agreement.
(1)
Up to two years(including the second anniversary)
(2)
Two months
More than two years
Three months
10.8   Any waiver by either party of a breach of any provision of this agreement shall not be considered as a waiver of any subsequent breach of the same or any other provision of this Agreement.
10.9   The rights to terminate this agreement given by this clause shall be without prejudice to any other right or remedy of either party in respect of the breach concerned (if any) or any other breach.
11.   Consequences of termination
11.1   Upon the termination of this agreement for any reason:
11.1.1   the Agent shall within 30 days send to the Principal or otherwise dispose of in accordance with the directions of the Principal all stocks of the Products (other than any for which it has accepted orders from customers before the date of termination), samples and any advertising, promotional or sales material relating to the Products then in the possession of the Agent;
11.1.2   the Agent shall cease to promote, market, advertise or sell the Products;
11.1.3   the provisions of clause 7 shall continue in force in relation to:
(a)   all sales of the Products before the date of termination;
(b)   all sales of the Products after the date of termination under orders received on or before that date;
(c)   all sales of the Products within [________] after the date of termination;
11.1.4   clause 8 shall continue in force in accordance with its terms; and
11.1.5   subject as otherwise provided in this agreement and to any rights or obligations which have accrued prior to termination, neither party shall have any further obligation to the other under this agreement.
11.2   The costs incurred by the Agent in complying with clause 11.1.1 shall, where the termination is by the Agent under clause 10.4, be for the account of the Principal and, in any other case, be for the account of the Agent.
11.3   The provisions of clause 3.15.5 shall continue to apply for a period of six months after the date of termination.
12.   Nature of agreement
12.1   The Principal shall be entitled to perform any of the obligations undertaken by it and to exercise any of the rights granted to it under this Agreement through any other company which at the relevant time is its holding company or subsidiary (as defined by section 736 of the Companies Act 1985 as amended) or the subsidiary of any such holding company and any act or omission of any such company shall for the purposes of this agreement be deemed to be the act or omission of the Principal.
12.2   The Principal may assign this agreement and its rights and obligations under it.
12.3   Subject as provided in clause 12.4, this agreement is personal to the Agent, which may not without the written consent of the Principal, assign, mortgage, charge (otherwise than by floating charge) or dispose of any of its rights, or subcontract or otherwise delegate any of its obligations under this Agreement.
12.4   The Agent shall not without the prior written consent of the Principal employ subagents; if with such consent it does so, every act or omission of the subagent shall for the purposes of this agreement be deemed to be the act or omission of the Agent.
12.5   Nothing in this agreement shall create, or be deemed to create, a partnership or the relationship of employer and employee between the parties.
12.6   This Agreement contains the entire agreement between the parties with respect to the subject matter, supersedes all previous agreements and understandings between the parties with respect thereto, and may not be modified except by an instrument in writing signed by the duly authorised representatives of the parties.
12.7   Each party acknowledges that, in entering into this agreement, it does not do so on the basis of, and does not rely on, any representation, warranty or other provision except as expressly provided in this Agreement, and all conditions, warranties or other terms implied by statute or common law are excluded to the fullest extent permitted by law.
12.8   If any provision of this agreement is held by any court or other competent authority to be void or unenforceable in whole or part, this agreement shall continue to be valid as to the other provisions and the remainder of the affected provision.
13.   Arbitration and proper law
13.1   Any dispute arising out of or in connection with this agreement shall be referred to the arbitration in London of a single arbitrator appointed by agreement between the parties or, in default of agreement, nominated on the application of either party by the President for the time being of The Law Society.
13.2   This agreement shall be governed by and construed in all respects in accordance with the Laws of England, and each party submits to the nonexclusive jurisdiction of the English Courts.
14.   Notices and service
14.1   Any notice or other information required or authorised by this agreement to be given by either party to the other may be given by hand or sent (by first class prepaid post, cable, facsimile transmission, e-mail or comparable means of communication) to the other party at the address referred to in clause 14.4.
14.2   Any notice or other information given by post under clause 14.1 which is not returned to the sender as undelivered shall be deemed to have been given on the second day after the envelope containing the same was so posted; and proof that the envelope containing any such notice or information was properly addressed, prepaid, registered and posted, and that it has not been so returned to the sender, shall be sufficient evidence that such notice or information has been duly given.
14.3   Any notice or other information sent by cable, facsimile transmission, e-mail or comparable means of communication shall be deemed to have been duly sent on the date of transmission, provided that a confirming copy is sent by first class prepaid post to the other party at the address referred to in clause 14.4 within 24 hours after transmission.
14.4   Service of any legal proceedings concerning or arising out of this agreement shall be effected by causing the same to be delivered to [the Company Secretary of] the party to be served at its principal place of business (in the case of the Principal) or its registered office (in the case of the Agent), or to such other address as may from time to time be notified in writing by the party concerned.


SIGNED by                )
on behalf of the PRINCIPLE   )   




SIGNED by               )
on behalf of the AGENT      )   

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