Sales Agency Contract (Page 5 of 6) in pdf

where the Principal has terminated the contract according to the conditions set out in

article 15;

where the Agent has terminated the contract, unless the termination is justified under

article 15 or on grounds of age, infirmity or illness in consequence of which the Agent

cannot reasonably be required to continue his activities;

16.5

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)

Article 17

Applicable law

17.1

Any dispute arising out of or on connection with the present contract shall be finally

settled in accordance with the French Laws at the Court House of Troyes, France.

17.2

The judges shall apply the provisions contained in this contract and the principles

recognized in international trade as applicable to international agency contracts, with

the exclusion - subject to article 17.3 hereunder - of national laws. Since the Agent is

headquartered in the EEC, the mandatory provisions of the EEC Directive of 18

December 1986 shall also apply.

17.3

The judges 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 judges may take the above provisions

into account to the extent they embody principles that are universally recognized and

provided their application appears reasonable in the context of international trade

and/or appear to be relevant for the enforcement of the judgment award.

Article 18

Inclusion under the present contract

The annexes attached to this contract form integral part of the agreement.

Article 19

Modifications - Nullity

19.1

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.

19.2

The nullity of a particular clause of this contract shall not entail 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 benefit of which such clause is made) would not have entered into the

contract if it had known that the clause would not be valid.

Article 20

Authentic text

The English text of this contract is the only authentic text.

Made in

The Principal

The Agent

Sales Agency Contract Page 5

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