Sales Agency Contract (Page 2 of 6) in pdf

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 concerning which he

knows or ought to know that they are in a critical financial position, without informing the Principal

in advance of such fact.

Article 7

Complaints by Customers

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.

Article 8

Exclusivity

8.1

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.

8.2

The Principal is, whenever necessary, entitled to deal directly, without the Agent's intervention

(provided he informs the latter) with customers situated in the Territory but in respect of any sales

arising therefrom, the Agent shall be entitled to the normal commission rate.

Article 9

Agent to be kept informed

9.1

The Principal shall provide the Agent with all necessary written information relating to the

Products as well as with the information needed by the Agent for carrying out his obligations

under the contract.

9.2

He shall furthermore inform the Agent without undue delay of his acceptance, refusal and/or non

execution of any business transmitted by the Agent.

9.3

The Principal shall keep the Agent informed of any relevant communication with customers in the

Territory.

Article 10

Agent's commission

10.1

The Agent is entitled to the commission of five percent (5%) on all the sales of the Products

which are made during the period of this contract to customers established in the Territory

regardless of point of delivery of the goods.

10.2

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 half of the normal commission rate.

Article 11

Method of calculating commission and payment

11.1

Commission shall be calculated on the net amount of the invoices, i.e. on the effective sales price

clear of all tariffs or taxes (including V.A.T.) of any kind, provided that such additional charges,

tariffs and taxes are separately stated in the invoice.

11.2

For the first order signed with a new customer, the Agent shall be paid of 50% of the commission

within 30 days from order signature regardless of payment conditions negotiated with that

customer. Balance of commission due on first order shall be paid according paragraph 11.3

below. Payment of commissions due on all following orders with that customer shall be paid as

per paragraph 11.3 below.

Sales Agency Contract Page 2

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