Sales Agency Contract Page 3

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11.3
The Agent shall acquire the right to commission after all 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 Agent is entitled to the normal commission on the
sums obtained by the Principal from the insurer.
11.4
The Agent shall submit to the Principal an invoice in respect of each order for which a
commission is payable. The commission shall be paid by return.
11.5
The Agent is entitled to all information, and in particular to 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.
11.6
Should any governmental authorisation (e.g. due to exchange control regulations in the
Principal's country) be necessary for the Principal to transfer abroad the commission (or of any
other sum the Agent may be entitled to receive), then the payment shall be made after such
authorisation has been given. The Principal shall take all necessary steps for obtaining the
above authorisations.
11.7
Except as otherwise agreed, the commission shall be calculated in the currency of the sales
contract in respect of which the commission is due.
Article 12
Unconcluded business
12.1
No commission shall be due in respect of offers or orders transmitted by the Agent and not
accepted by the Principal.
12.2
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 a normal commission unless non-performance of the
contract is due to reasons for which the Principal is not responsible.
Article 13
Term of the Contract
13.1
This contract enters into force on _____/____/______
13.2
This contract shall be automatically renewed for successive periods of one year, unless
terminated by either party by notice given in writing by means of communication
ensuring
evidence and date of receipt (e.g. registered mail with return receipt, special courier), not less
than four months before the date of expiry. If the contract has lasted for more than five years, the
period of notice will be of six months.
Article 14
Unfinished business
14.1
All orders transmitted by the Agent or received by the Principal from customers established in the
Territory but not delivered before the expiry or termination of this contract shall entitle the agent to
normal commission.
14.2
All orders received after expiry or termination of this contract shall entitle the Agent to normal
commission provided the enquiries were received before the expiry or termination of this
agreement. The Agent must however inform the Principal in writing, before the expiry or
termination of this agreement, of the pending enquiries, offers and negotiations which may give
rise to commission under this paragraph.

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