Ex . 4. Fill in the blanks with articles where necessary.

 

1. If the Principal decides to sell any other products in the Territory, he shall inform the Agent in order to discuss the possibility of including them within the Products defined under - Article 1.

2. The parties may agree on the advertising to be jointly made in the Territory.

3. The contract is governed by the laws of … (- name of the country the law of which is to apply).

4. The Agent agrees to use his best endeavours to promote the sale of the Products in the Territory in accordance with the Principal’s reasonable instructions and shall protect the Principal’s interests with the diligence of a reasonable businessman.

5. The parties may agree annually on the sales targets for the forthcoming year.

6. The Agent is entitled to the commission provided for in - Annex VI, §1, on all sales of the Products which are made during the life of the contract to - customers established in the Territory.

7. If the contract has lasted for more than five years, the period of - notice will be of six months.

8. The Agent shall refrain from representing or distributing non-competitive products of a manufacturer who is a competitor of the Principal.

9. The Principal appoints the Agent, who accepts, as his commercial agent to promote the sale of the products listed in - Annex I, § 1 (hereinafter called “the Products”) in the territory defined in - Annex II.

10. The Principal shall inform the Agent without undue of his acceptance or rejection of the orders transmitted by the latter.

11. The contents of any advertising must be approved by the Principal.

12. The Agent shall not solicit - orders from outside the Territory unless permitted to do so by the Principal.

 

Ex . 5. Fill in the blanks with prepositions/ particles where necessary.

                                                                                                                                                                              

1. In carrying out their obligations under this agreement the parties will act in accordance with good faith and fair dealing.

2. Unless otherwise specially agreed, the Agent has no authority to make contracts on behalf of, or in any way to bind, the Principal toward third parties.

3. The Principal may accept or reject any individual order transmitted by the Agent at his own discretion.

4. If the Agent, when dealing with customers established in the Territory, solicits orders resulting in contracts of sale with customers established outside the Territory, and if the Principal accepts such orders, the Agent shall be entitled to receive a reduced commission, the amount of which shall be decided on case-by-case basis.

5. The Agent shall provide an adequate organization for sales and, where appropriate, after-sales service, with all necessary means and personnel, in order to ensure the execution of his obligations throughout the Territory under this agreement.

6. The parties may agree in writing on longer periods of notice.

7. The parties shall make their best efforts to attain the targets agreed upon, but the non-attainment shall not be considered as a breach of the contract by a party, unless that party is clearly at fault.

8. The Agent may represent, distribute or manufacture any products that are not competitive with the Products, provided he informs the Principal in advance of such activity.

9. Any dispute arising out of or in connection with the present contract shall be finally settled in accordance with the Rules of Conciliation and Arbitration of the International Chamber of Commerce by one or more arbitrators designated in accordance with the said Rules.

10. The Agent has no authority to engage in any way the Principal, unless after he has received a specific written authorization to such effect.

11. Where the Agent negotiates with customers in the Territory business that results in contracts of sale with customers established outside the Territory, Article 15.2 shall apply.

12. The parties agree on their participation in fairs or exhibitions within the Territory.

13. Commission shall be calculated on the net amount of the invoices, i.e. on the effective sales price clear of any additional charges and clear of all tariffs or taxes of any kind, provided that such additional charges, tariffs and taxes are separately stated in the invoice.

14. The Agent shall immediately inform the Principal of any observations or complaints received from customers in respect of the Products.

15. The cost of advertising carried out of the Agent shall be apportioned between the parties as indicated in Annex III.

16. Without the prior written authorization of the Principal, the Agent shall not represent, manufacture or distribute any products that are in competition with the Products, for the entire term of this contract.

17. The provisions of the agreement, as well as any statements made by the parties in connection with this agency relationship, shall be interpreted in good faith.

18. The present contract cannot be assigned without prior written agreement between the two parties.

19. The parties hereto shall deal promptly and properly with such complaints.

20. 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, not less than four months before the date of the expiry.

 

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