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Barcelona, on this day of [•]
The party of the first part, Mr. [•], of full legal age, Tax Identity Number (NIF) [•], acting in his own name, domiciled at [•] (the Agent).
The party of the second part, Mr [•], holder of passport of [•] nationality [•], acting in the name and representation of [•] (the Company), domiciled at [•], Tax Identity Number (NIF) [•].
Both parties reciprocally recognise their full legal capacity to execute the present agreement and
I. That it involves the sale in Spanish territory of the range of products of the Company exclusively to the customers nominated on the attached Budget sheet
II. That the Agent is interested in promoting, managing and arranging the aforementioned services, on behalf of the Company based on his special knowledge of the market sector, fully independent from the Company, and by applying his own criteria to the business organisation and to the time he shall devote to the said promotional activity, and by using the appropriate staff and means for the exercise of the said activity, and that he is registered as an entrepreneur and satisfies the corresponding Activity Tax, as is shown to in the photocopied documentation enclosed with the present agreement.
III. That, given the foregoing, the parties undertake to collaborate by common agreement in order for the Agent to carry out commercial intermediation in order to develop the market of nominated customers in the mentioned sector, on behalf of the Company.
For all the foregoing, the parties agree to enter into a Mercantile Agency Agreement, and subject themselves to the following
The Company entrusts to the Agent the promotion of the sale of its products to nominated customers within the territory and under the series of conditions specified in the present agreement, and the AGENT, as an independent intermediary, accepts the position.
The products which form the purpose of the present agreement are all those which make up the Company current product line. The agreement may also include any products which the Company may decide to sell in Spain at a future date.
Spain, Portugal and Andorra's Principality..
The duration of the present agreement is established as being one year as of today. Notwithstanding, the agreement shall, once the said period has concluded, be automatically extended on a rolling month by month basis for a further 6 months, unless one of the parties should communicate to the other party, fifteen days prior to the conclusion of the initial period or of any of its extension periods, its wish to terminate it.
The Agent must act at all times in an independent manner and must, in no case, engage the Company in any way, nor enter into any undertaking on its behalf, nor represent it legally, except in those cases expressly indicated by the Company. Consequently the agent may not finalise any operation by himself but must subject the same to the subsequent approval of the Company, which must clearly indicate the third parties with whom it engages. The Company reserves the right to accept orders and execute agreements.
The present agreement places the following obligations on the agent:
The present agreement places the following obligations on the Company:
The parties establish that the present agreement is not exclusive, whilst the Agent undertakes to not act as an agent with the nominated customers for other companies dedicated to the sale of the same kind of products whilst the present agency agreement is valid.
The Agent's remuneration shall be a commission applied to the price of the products which have been effectively sold and paid for in each operation obtained through his mediation, excluding VAT and any expenses, taxes and any other items indicated in the corresponding invoice or invoices. The commission shall be accrued at the moment the customer has paid for the products, but may in certain circumstances, and at the suppliers discretion, be paid on account in advance of payment by the customer. The payment of the commissions due to the Agent shall be made monthly, during the week subsequent to the conclusion of each calendar month, upon presentation by the Agent of the corresponding invoice. The commission rate for the year [•] is set at [•]% [•], per cent) except in the case of new projects where the percentage will be nominally [•], % but will be negotiated between the Agent and the Company.
The agreement shall expire once the initial covenanted term, or any extension to the same, has concluded, and provided that prior notice, as referred to in clause four, has been given.
The agreement may be terminated should any of the following causes come about:
Should the agreement be terminated, the parties must immediately:
The totality of the relations deriving from this agreement shall be governed by Spanish Law 12/1992, of 27th May, which regulates the juridical regime of the agency agreement.
In the case of any doubt, question or divergence which may come about in the interpretation or fulfilment of the present agreement, both parties subject themselves to the Courts and Tribunals corresponding to the agent's domicile.
In witness whereof, the present agreement is signed in the city and on the date indicated above.
This simple Agency Agreement set out the relationship between a foreign company aiming to sell its products in Spain, and an independent Commercial Agent. Is governed by Spanish Law being basically similar in all the countries of the European Union, since the law adapts a European Uniform Rule.
