Sales Agency Agreement

Sales Agency Agreement

THIS AGREEMENT is made on ________

A. The parties

1. The Principal:

________ (Company Number ________) whose address for the service of proceedings is:

________

(the Principal)

2. The Agent:

________ (Company Number ________) whose address from the service of proceedings is:

________

(the Agent)

B. Interpretations

1. In this agreement, unless the context clearly indicates another intention:

I) reference to one gender includes all other genders;

II) reference to the singular includes the plural and vice versa;

III) reference to a clause, schedule or party is a reference to a clause of or a schedule or party to this agreement;

IV) obligations undertaken by more than a single person or company are joint and several obligations;

V) reference to a statutory provision is a reference to that provision as modified or re-enacted or both from time to time and to any subordinate legislation made under the statutory provision;

VI) reference to a document is a reference to that document as from time to time supplemented or varied;

VII) reference to writing includes fax, e-mail and similar means of communication;

VIII) a number of days shall be reckoned exclusively of the first day and inclusively of the last day unless the last day falls on a day that is not a normal business day in England and Wales in which case the last day shall be the next succeeding day that is a normal business day in England and Wales; and

IX) any reference to a person includes natural persons and partnerships, firms and other such incorporated bodies, corporate bodies and all other legal persons of whatever kind and however constituted.

2. The schedules form part of this agreement and any reference to this agreement includes the schedules, appendices, annexes and recitals (if any).

C. Appointment of the Agent

The Principal appoints the Agent with effect from ________ (the Commencement Date) to be his non-exclusive agent for the sale of the Principal's products as described in Schedule 1 (the Products).

D. Term

The Agent is appointed as an Agent under this agreement until it is terminated by either party by providing the necessary written notice as defined in the relevant section (entitled "Termination") of the agreement below.

(the Term)

E. Duties of the Principal

The Principal undertakes to:

I) act dutifully and in good faith towards the Agent in respect of this agreement.

II) provide the Agent with all necessary information relating to the Products.

III) provide the Agent with all necessary information and stock which is necessary for the performance of his duties under this agreement.

IV) perform any contracts for the sale of the Products made by the Agent under this agreement.

V) pay to the Agent all commission properly owed to them, as defined below in the relevant section of this agreement.

VI) give to the Agent upon request all the information available to the Principal and necessary for the Agent to check the amount of commission due and payable to him.

VII) inform the Agent within a reasonable period of his acceptance or refusal of any commercial transaction negotiated or concluded by the Agent, and of any non-execution by him of any commercial transactions the Agent has procured for him.

VIII) to notify the Agent within a reasonable time as soon as he becomes aware of any circumstances which are likely to cause, or otherwise anticipates for any reason, that the volume of commercial transactions will be significantly lower than the Agent could have expected under normal circumstances.

IX) inform the Agent immediately in the event of supply difficulties, price alterations or alterations of the terms of business to be issued to the customer.

X) inform the Agent without delay in the event of the Principal only being able or willing to effect a substantially smaller volume of orders than those negotiated by the Agent.

XI) deal with any after-sales Customer enquiry or complaint.

XII) respond to any reasonable request by the Agent for any marketing or advertising information and/or materials promptly to indicate whether such request is accepted, and if so, the reasonable costs of such fulfilling such request to be paid by the Agent. These costs shall not exceed those reasonably likely to be incurred by the Principal and may be required from the Agent prior to any request being satisfied.

F. Rights and duties of the Agent

The Agent's rights and duties are defined as follows:

I) During the term of this agreement the Agent must diligently and faithfully serve the Principal as his agent. The Agent must use his best endeavours to promote the sale of the Products and must not do anything that may prevent such sale or interfere with the development of the Principal's trade.

II) The Agent warrants to the Principal that it is, and will remain for the Term, a sales intermediary engaged wholly or mainly in the activities and duties of a commercial agent, in good health and of sound mind.

III) The Agent must not actively offer to sell or negotiate the sale of any of the Products to any person, firm or company.

IV) The Agent may negotiate passive sales of any of the Products to any person, firm or company.

V) The Agent must not, during the continuance of this agreement sell or offer to sell or negotiate the sale of goods of a similar description to the Products or of such kind as would or might compete or interfere with the sale of the Products either on his own behalf or on behalf of any other person, firm or company whatsoever without first obtaining the written consent of the Principal.

VI) In all negotiations with prospective customers the Agent must disclose that he is acting as agent of the Principal and shall, in all dealings with customers, prospective customers and generally with any third party, make clear that it acts as agent for the Principal to the extent only as provided for in this Agreement.

VII) Upon receipt by the Agent of any order for the Products the Agent must immediately transmit the order to the Principal who, if the order is accepted by him, must execute the same by supplying the goods direct to the customer.

VIII) The Agent shall have the authority to negotiate and conclude contracts for sale on behalf of the Principal but only where the terms of sale are in accordance with the Principal's terms and conditions of sale.

IX) The Principal shall have the right to refuse to accept or execute any order or any part of an order obtained by the Agent without giving a reason for the refusal. The Agent shall not be entitled to any commission in respect of any order or part order so refused.

X) The Agent will not hold stocks of the Products but the Principal must provide the Agent with such sample cases and catalogues as may be necessary to enable the Agent to conduct his agency. All sample cases and catalogues shall remain the property of the Principal and must be returned by the Agent to the Principal on the termination of this agreement.

XI) The Agent must not in any way pledge the credit of the Principal or hold himself out as having the right to pledge the credit of the Principal.

XII) The Agent must not modify Products or their Packaging.

XIII) The Agent must not use marketing, promotional or sales materials not approved by the Principal.

XIV) The Agent must promptly inform the Principal of any after-sales enquiry or complaint concerning the Products.

XV) The Principal must from time to time furnish the Agent with a statement of the prices at which the Products are to be sold, and the Agent must not seek orders at different prices.

XVI) Upon execution of any order transmitted by the Agent to the Principal, the Principal must forward to the Agent a duplicate copy of the invoice sent with the Products to the customer.

XVII) At the end of each week the Agent must supply the Principal with a written account of his activities during that week and his plans for promoting sales of the Products.

XVIII) The Agent must bear all costs and expenses incurred by him in performing his obligations under this agreement except in respect of expenses incurred at the specific request of the Principal and authorised by the Principal in advance in writing.

XIX) The Principal may from time to time designate certain Customers as global accounts, major accounts, or similar. The Agent shall take instructions from the Principal from time to time as to how best to serve the needs of such Customers in the Territory.

G. Record keeping

Each party shall:

I) keep records of the matters referred to in this Agreement, during and for ________ years from termination, however occurring; and

II) allow the other party to inspect and copy them during normal hours on Business Days, limited to four times per Year (unless an error of more than ten percent in such records is discovered, when such limit will not apply); and

III) supply to the other on request all information it needs to verify orders taken, contracts concluded, or commission payments due, including extracts from the supplying party's books or other documents.

H. Commission

1. The remuneration of the Agent shall be ________ % (________ percent) of the net sale price of all the Products for which the Agent has concluded in accordance with the terms of this agreement.

2.The net sale price for the purposes of calculating commission means the price charged to Customers for Products, excluding (where applicable):

I) VAT; and

II) any other similar and obligatory sales taxes

3. The Agent shall also be entitled to commission on all commercial transactions concluded after the termination of this agreement where the conditions of clause 1 of this section (above) are met and the order is received before termination of this agreement or where the transaction is mainly attributable to the efforts of the Agent and is entered into within a reasonable period after the termination of this agreement. In the latter case the Principal shall be entitled to apportion the commission between the Agent and any newly appointed agent.

4.The commission shall become due as soon as one of the following occurs:

I) the Principal executes the transaction;

II) the Principal should, according to his agreement with the customer, execute the transaction;

III) the customer executes the transaction; or

IV) the customer should execute the transaction if the Principal had executed his part of the transaction in accordance with the terms of his agreement with the customer.

5. Commission shall be deemed due as soon as the Principal receives payment from the customer.

6. Where any sales contract provides for payment by instalments, the Agent shall be paid pro rata for each instalment which shall become due as soon as each instalment is paid to the Principal.

7. Commission shall be paid no later than the last day of the calendar month which it is deemed to be due.

8. The commission statement must set out the main components used in calculating the amount of the commission.

9. The commission shall not be payable if the contract between the customer and the Principal is not executed and this is not due to circumstances for which the Principal is responsible. Any commission already paid but not payable to the Agent must be refunded to the Principal.

I. Termination

1. This agreement shall continue until written notice is provided from either party to the other party which:

I) for the first three years of the agreement, shall be not less than one month for each year that the agreement has been in force for; and

II) for the fourth year and any subsequent years which the agreement exits, shall be not less than three months.

2. This agreement may be terminated within immediate effect:

I) by written notice of one party where the other party has committed a material breach to this agreement which cannot be appropriately remedied or there has been a failure to remedy a material breach; or

II) by written notice of the Principal where:

a) the Agent is unable to or ceases to pay its debts (under the definition provided by section 123 of the Insolvency Act 1986); or

b) the Agent has obtained a moratorium under Part A1 of the Insolvency Act 1986; or

c) the Agent becomes the subject of a Company Voluntary Arrangement under the Insolvency Act 1986; or

d) the Agent becomes the subject of a scheme arrangement under Part 26 of the Companies Act 2006; or

e) the Agent becomes the subject of a restructuring plan under Part 26A of the Companies Act 2006; or

f) The Agent passes a resolution, or has an order made for, the appointment of a receiver; or

g) the Agent passes a resolution, or an order made for, its winding up.

III) by the mutual agreement of both parties where:

a) the Principal has obtained a moratorium under Part A1 of the Insolvency Act 1986; or

b) the Principal becomes the subject of a Company Voluntary Arrangement under the Insolvency Act 1986; or

c) the Principal becomes the subject of a restructuring plan under Part 26A of the Companies Act 2006.

IV) where an administrator, administrative receiver, liquidator, or provisional liquidator has been appointed on behalf of the Principal and such an appointed representative agrees to the termination.

V) or by written notice of one party where the other party has failed to meet their obligations under the Data Protection Laws (as defined in the relevant section below) and has, having been notified of the same by the notifying party, failed to remedy such a breach within thirty days of receiving such a notice.

J. Intellectual property rights

1. Intellectual Property means any asset, concept or idea created by either party which includes but is not limited to all copyrights, patents, designs and trade marks.

2. As part of this agreement the Agent shall be permitted to use, as far as is necessary to perform its obligations under the agreement, the Principal's Intellectual Property.

3. A licence is hereby created to permit the Agent to use the Principal's Intellectual Property for the purposes of this Agreement and the following shall apply:

I) the Agent shall only be permitted to use the Principal's Intellectual Property where authorised in writing to do so by the Principal; and

II) the Agent must not use the Principal's Intellectual Property for any purpose other than that which it has written permission from the Principal; and

III) the Agent is explicitly forbidden to register any Intellectual Property of the Principal without written consent of the Principal; and

IV) the Agent is explicitly forbidden to use any trade names, trade marks or trade logos (or similar) belonging the Principal in its own name, or to hold itself out as owning any of the same; and

V) the Agent must always make it explicitly clear in any use of the Principal's trade names, trade marks or trade logos (or similar) that they are owned by the Principal; and

VI) the Agent accepts and acknowledges that this licence provides a limited right to use the Principal's Intellectual Property and that the Principal's Intellectual Property remains vested in the sole ownership of the Principal; and

VII) the Agent agrees that it shall notify the Principal in the event that it is aware of any infringement or attempt to infringe the Intellectual Property of the Principal; and

VIII) the Agent shall provide reasonable assistance to the Principal in respect of any Intellectual Property disputes or claims involving the Principal's Intellectual Property.

K. Confidentiality

Each party shall not at any time during this agreement or after the termination of this agreement disclose Confidential Information of the other party save as is reasonably and necessarily required as part of their duties under this agreement.

L. Data protection

1. Both parties must comply with their obligations under data protection laws and regulations (the Data Protection Laws).

2. The Data Protection Laws are the Data Protection Act 2008 and the retained EU General Data Protection Regulation 2016/679 (UK GDPR).

3. The terms: Personal Data; Data Subject; Data Controller; Data Processor; and Data Breach shall be have the same definition under this Agreement as they do in the Data Protection Laws.

4. Under this agreement, both parties are joint Data Controllers.

5. It is agreed that personal data shall be held and processed for the following reasons only:

________

6. It is agreed that personal data shall be shared only with the following permitted recipients:

________

(Permitted Recipients)

7. It is agreed that data processing shall only take place in respect of the following types of personal data of data subjects:

________

8. Both parties must:

I) ensure that they each hold all notices and consents as required under the Data Protection Laws, the contents of which must be mutually agreed between the parties;

II) consult and inform each other as soon as is reasonably practicable in respect of any requests made by Data Subjects in respect of their data rights;

III) assist and enable each other to comply with such lawful requests made by any Data Subjects, providing;

IV) notify each other as soon as is reasonably practicable of any Data Breach;

V) properly dispose of all personal data where requested to do so by any Data Subject (save in those circumstances where it is required to be retained by by law); and

VI) ensure that they each hold all notices and consents as required under the Data Protection Laws;

VII) ensure that a written contractual agreement containing the required provisions (as per the Data Protection Laws and the terms of this Agreement) is put place which shall be legally binding between the parties and any processors and Permitted Recipients.

VIII) ensure that appropriate security measures are put in place to protect personal data, specifically to include:

________

IX) ensure all persons (including, but not limited to, any agents, personnel, staff and employees) involved in the processing of the Personal Data maintain the proper confidentiality of the Personal Data; and

X) ensure that no Personal Data is transferred outside of the United Kingdom unless the transfer meets the requirements as set out in the Data Protection Laws.

M. 5ndemnities

________. 8225 2552828 85588 228552 2552 2522 822282 8825 588 82258, 5225852252 525 82225582558 528585222228 82 5282282 22 252 5828882828 52525 2588 525222222 (525 8582282 22 252 82828 2528888228 22 2588 8282822) 525 2585 25522 85588 825222822 252 22525 25522 2522 522 2588552 22 52 82.

________. 5585 25522 85588 825222822 252 22525 25522 5258282 522 885828, 5828228, 88588882828, 828828, 82828, 2222558 25222828 525 5525228 (8525 2522282822 88582) 5588822 58528282 252 22 522 852585 22, 25 2588552 22 2222 252 528585222228 22 252 8525 2522282822 2588 85252:

________) 252 82522282825 25522 8522258 8585 5 8288 58 528858825 58282 525 25288528 252 82522282825 25522 22 222882 22 252 8525 2522282822 88582 (525 588 52828522 82225252822 52852822 22 82) 58 8222 58 88 5258225882 25582885882 52225 82 558 28855525; 525

________) 252 8525 2522282822 88582 558 558822 58 5 528582 22 5 852585 25 2588552 22 2222 252 8525 2522282822 2588 855825 82 252 825222822822 25522 25 522 22 828 522228, 82225582258 25 222822228; 525

________) 252 82522282825 25522 25288528 252 825222822822 25522 8825 5258225882 5888825282 525 588 82225252822 22 225882 82 22 5258 8825 252 8525 2522282822 88582.

________. 52 52852822 22 522288282558 25222522 2522258, 252 258288258 52522282828 252 82222:

________) 225 522 828828, 25222828, 5525228 (25 8828855) 82 8222282822 8825 522 88582 2552 5258282 252 82222 82 52852822 22 828 582 22 252 258288258'8 522288282558 25222522 25288525 2552 252 582 858 82 5882555282 8825 252 22528 22 2588 525222222; 525

________) 225 252 82222'8 2552888252822 525 5888825282 85252 252 258288258 558 528528225 8585 2552888252822 525 5888825282 82 5282282 22 522 885828 2552 5258282 252 258288258.

________. 552 258288258 82522282828 252 82222 5258282 522 885888822 82855525 82 252 82222 5588822 58528282 2522 522 22 252 25255828 85228825 82 252 258288258 8582 225 85252 8585 885888822 88 855825 82 252 82222 8522525 582 25 22888822.

N. Liability

Product liability

1. The Principal must hold a valid insurance policy to cover the Products (Product Liability Insurance) wherever this agreement is in force.

2. The Agent must notify the Principal as soon as is reasonably practicable where it has become aware of any claim or potential claim in respect of the Products. In this circumstance, the Agent must ensure it provides all relevant information to the Principal to enable the Principal to deal with the claim or potential claim.

3. The liability of the Principal regarding the supply of the Products shall be as set out in the Principal's terms and conditions of sale on the date of the relevant sale.

Exclusions and limitations on liability

4. Nothing in this Agreement shall exclude or limit the liability of either party for:

I) death or personal injury arising as a result of that party's (including any employees, staff, agents and contractors of that Party's) negligence; or

II) fraud or misrepresentation.

5. Each party shall not be liable to the other party for loss of profit, loss of opportunity or loss of savings.

Cap on liability

6. The total liability of each party to the other party in connection with any losses claimed under this agreement shall not exceed the total amount of £________ (________) PER ANNUM.

O. Anti-bribery

1. Both parties must not (and must procure that no person acting on his behalf shall) directly or indirectly make or facilitate:

I) any expenditure for any unlawful purposes in connection with the exercise of his rights and the performance of his obligations under this agreement; nor

II) any offer, payment or promise to pay any money or to give anything of value to any government official, political party or any other person with a view to influencing any action or decision of such person; nor

III) commit or consent to or participate in any other way in any act of bribery (howsoever called) under the laws of any jurisdiction.

2. Both parties must comply with all applicable legal requirements.

3. Both parties must have in place appropriate policies to guard against corrupt business practices, money laundering and facilitating or supporting persons who conspire to commit crimes or acts of terror against any person or government.

4. Each party shall immediately notify the other in the event that they become aware or any concerns relating to bribery.

P. Notices

1. Any notice to be given under this Agreement shall be in writing and shall be sent by recorded delivery first class mail or air mail, or e-mail (confirmed by first class mail or air mail), to the address of the relevant Party set out at the head of this Agreement, or to the relevant email address set out below, or such other address or email address as that party may from time to time notify to the other Party in accordance with this clause. The relevant email contact information for the Parties is as follows:

I) the Principal:

________

II) the Agent:

________

2. Notices sent as above shall be deemed to have been received three working days after the day of posting (in the case of inland first class mail), or 7 working days after the date of posting (in the case of air mail), or the next working day after sending (in the case of e-mail).

3. In proving the giving of a notice it shall be sufficient to prove that the notice was left, or that the envelope containing the notice was properly addressed and posted, or that the email was addressed and dispatched and dispatch of the email was confirmed and/or acknowledged as the case may be.

Q. Transfer or variation of assignment

1. No variation of this agreement shall be of any effect unless made in writing and signed by the Principal and by the Agent.

2. This agreement is personal to the Principal and the Agent and may not be sub-contracted or assigned by either party.

R. Jurisdiction

This agreement shall be governed by the jurisdiction of England and Wales. Any and all disputes in relation to this agreement shall therefore be governed by the Courts of England and Wales.

S. Third Parties

For the purposes of the Agreements (Rights of Third Parties) Act 1999 and notwithstanding any other provision of this Agreement this Agreement is not intended to, and does not, give any person who is not a party to it any right to enforce any of its provisions.

T. Severability

Where any accepted and recognised body of authority finds any clause, provision, undertaking, condition, obligation, term or any other stipulation within this Agreement to be unlawful or unenforceable to any such extent, such clause, provision, undertaking, condition, obligation, term or any other stipulation within this Agreement shall be severed from the remainder of the Agreement and all other remaining clauses, provisions, undertakings, conditions, obligations, terms and all and any other stipulations shall remain in effect and valid to their fullest extent as permitted by the law.

This Agreement consisting of this and the preceding pages together with the Schedule annexed hereto are AGREED AND SUBSCRIBED AS FOLLOWS:

__________________________________
Signed by ________ for and
on behalf of ________

__________________________________
Date

__________________________________
Signed by ________ for and
on behalf of ________

__________________________________
Date

Schedule 1 - The Products

Please detail the products of the Principal that the Agent will be offering.