MANUFACTURERS AGENT CONTRACT SAMPLE
All Contracts Are Changeable To Suit Manufacturers Needs.
BETWEEN:
(1) (Manufacturer's Company Name & Registered Business Address)
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_______________________________________________________________________________________________________________
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-and-
(2) J. B. Lynch Company Commercial Commission Agents.
WHEREAS:-
A. The Manufacturer wishes to appoint the Agent as its Commercial Commission Agent in relation to the sale of the products (as hereinafter defined) in the territory (as defined) for the duration of this agreement upon the terms and conditions hereinafter set out and otherwise in accordance with the regulations (as defined).
B. The Commercial Commission Agent is willing to accept appointment upon the after said basis and both parties hereto have obtained independent legal advice with respect to and therefore fully understand the practical meaning and effect of each of the regulations as at the date hereof.
1. INTERPRETATION
1.1 In this agreement, the following words and expressions shall have meaning set respectively beside them as follows:-
CUSTOMERS:-
Any person, firm or company with whom the Agent deals during the course of this agreement and any such person, firm or company with whom the Agent had dealt during the course of the twelve year period immediately preceding termination of the agreement however such termination arises.
COMMISSION:-
Subject always to the terms of this agreement, that sum of money which the Manufacturer shall pay to the Agent pursuant to clause 5 being ____% of the net invoice value invoiced by the Manufacturer in relation to all and any sales of any of the products during the course of this agreement by the Agent, his sub-agent or representative in the territory, irrespective as to whether or not procured directly by the Agent.
Products:-
All and/or any products or component part for any such products manufactured and/or sold at any time and from time to time during the course of this agreement by or on behalf of the Manufacturer.
REGULATIONS:-
The Commercial Commission Agents (Council Directive) Regulations 2012.
TERRITORY:-
The exclusive territory of: (USA or EU or Canada or Australia).
2. APPOINTMENT OF THE AGENT TO THE MANUFACTURER
The Manufacturer hereby appoints the J. B. Lynch Commercial Commission Agent as its agent for the sale of products in the territory with effect from ( Month, Day, Year) continuing thereafter until determination by expiration of sufficient notice at any time.
3. DUTIES OF THE AGENT TO THE MANUFACTURER
3.1 In performing his obligations to this agreement, the Agent shall look after the interests of the Manufacturer and at all times act dutifully and in good faith. In particular the Agent shall at all times:-
3.2 Conduct his business in accordance with the highest business standards and will not perform any act which might reflect adversely upon the integrity or goodwill of the Manufacturer.
4. DUTIES OF THE MANUFACTURER TO THE AGENT
4.1 In his/her relationship with the Agent, the Manufacturer shall at all times act dutifully and in good faith.
4.2 Provide the Agent with all the support which the Agent reasonably requires to enable the Agent to properly and satisfactorily perform his obligations hereunder :-
4.3 At its own expense supply the Agent with such samples, display cases, catalogues, price lists, brochures, point of sale materials, photographs, advertising material as is sufficient for the promoting sales of the products within the territory.
6. INVOICES
6.1 Promptly upon the execution of any order for the products the Manufacturer will send to the Agent an invoice, payable to the Agent as assignee in respect of any such invoice.
6.2 In the event that the Agent receives payment in advance or on delivery or under the agreed credit terms from any purchaser in respect to any invoice such as referred to in clause 6.1 the Agent shall pay the Manufacturer the full amount less deduction of the agreed commission, in any event, within seven days of receipt by bank transfer.
7. REMUNERATION
7.1 The Agent shall receive the commission calculated in accordance with clause 7.2 and vary with the number and/or value of the products sold and paid for in the territory during the term of this agreement.
7.2 The Agent shall be entitled to receive and/or deduct (______%) of the net invoice value of all and any products sold at any time, by any means, by anyone during the term of this agreement.
7.3 The Manufacturer agrees to prepay the Agent an initial refundable retainer of (US$ or EU€ ________) at the time of signing.
8. EVENTS OF TERMINATION
9.1 Each party shall have the right at any time by given notice in writing to the other to terminate this agreement forthwith in any of the following events:-
9.2 If the other commits a material breach of any of the terms or conditions of this agreement and in the case of a breach which is capable of remedy, fails to remedy the same within 30 days of the receipt of written notice requiring it to do so and / or
9.3 If the Manufacturer is unable to pay its debts as they fall due or a petition is presented or meeting convened for the purpose of winding up the other or it enters into liquidation, whether compulsorily or voluntarily or compounds with its creditors generally or has a receiver, administrative receiver or administrator appointed of all or consequence of debt.
10. EXPENSES
10.1 The Agent shall pay for the normal day to day running expenses in respect to carrying out his functions hereunder.
10.2 The Manufacturer shall make an expense allowance for travel to and from the Manufacturer's requested locations other than those in the Agents territory. For example a trip to the Manufacturer's headquarters. All expenses incurred while running in-store sales promotions, stands at national trade fairs and other services outside the Agent's normal selling. All expenses for shipping, taxes or import duties on consignment sales.
11. DISCLOSURE OF INFORMATION
In accordance with regulation 21 neither party to this agreement shall be required at any time to give any information where such disclosure would be contrary to public policy.
12. ENTIRE UNDERSTANDING
This agreement embodies the entire understanding between the parties in relation to the products and there are no promises, terms, conditions or obligations oral or written, expressed or implied other than those contained herein.
13. SUB-AGENTS
The Agent shall be entitled to appoint sub-agents and/or sales representatives to carry out his duties in any part of the territories.
14. LIMITATION OF PROFESSIONAL LIABILITY
The Manufacturer agrees to limit any and all liability or claim for damages, for cost of defence, or for any expenses to be levied against the Agent to a sum not to exceed $100.00 US dollars or the amount of the Agent's fee, whichever is less, when such a claim arises from any error, omission or professional negligence on the part of the Agent, his staff, sub-agents or sales associates.
15. JURISDICTION
The construction, validity and performance of this agreement shall be governed by United States and International laws and the parties hereto hereby submit to the non-exclusive jurisdiction of the courts as aforesaid.
SIGNED & DELIVERED AS A DEED BY MANUFACTURER
Signature of Manufacturer: _______________________________________________________
Name of the Signatory: ______________________________________________________
Name of Manufacturer: __________________________________________________________
SIGNED & DELIVERED AS A DEED BY AGENT
J. B. Lynch
Manufacturers Reps. Office Email Address: