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Fillable Printable International Sales Commission Agreement

Fillable Printable International Sales Commission Agreement

International Sales Commission Agreement

International Sales Commission Agreement

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INTERNATIONAL SALES COMMISSION AGREEMENT
Download International Sales Commission Agreement sample in Word format. Fill in the
blanks and choose the terms of this international agreement that best suit your needs.
DATE:..............................................................................................................................................
BETWEEN:
.................................[companylegal name] whoseregisteredoffice is at.....................................
[address,city and country]and registration/fiscalnumberis .............................. , representedby
........................... [surname and first name, position] (hereafter referred to asthe Principal”),
AND:
Alternative A [When the Agent is an individual and independent professional]
Mr./Ms. ……………..,of legal age, ………………........... [include professionalqualification], Tax
IdentificationNumber………….., registered address ……………, acting onhis/her ownbehalf
(hereafter, “the Agent").
Alternative B[When the Agent is a company]
.................................[companylegal name]whoseregistered officeis at .....................................
[address,city and country] and registration/fiscalnumber is............................., represented by
........................... [surname and first name, position]. (hereafter referred to as “the Agent”).
The two Parties acknowledge that they havethe legal capacity to enterinto this Agreement, based
on the following clauses:
1.OBJECT OFTHEAGREEMENT
ThePrincipal hires the Agent forthe promotionandsale of:
Alternative A.Theproducts whichare describedasfollows:………….............................
Alternative B.Theproducts listedinAnnex1 ofthis Agreement.
2. TERRITORY AND EXCLUSIVITY
TheterritoryassignedbythePrincipalto the Agentforthe promotionandsaleofthe products is
........................ [insert territory: countryor countries,regions,etc.].
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Alternative A. The Principal exclusively grants the Agent the right to promote and sell the
products in the assigned territory. The Agent shall be entitled to receive the commission
stipulated in clause 3 of this Agreement for all the sales it carries out in the assigned territory
during the period this Agreement is in force.
Alternative B. The Principal exclusively grants to the Agent the right to promote and sell the
products in theassigned territory. Nonetheless, the Principal shall be entitled to negotiate
directly, without the Agent's intermediation, with clients located in the territory, provided it
informs the Agent of the aforesaid agreements. In these cases, the Agent shall be entitled to
receive a commission of ....... % [insert percentage; normally 50% of the commission established
in clause 3 of this Agreement].
Alternative C. The Principal will be able to grant third parties, be they natural persons or legal
entities, the right to promoteand sell the products in the territory. The Agent shall not be
entitled to earn any commission whatsoever on the sales generated.
3.CALCULATIONOF COMMISSION
ThePrincipal agreestopaytheAgent,inexchangeforthe services rendered, acommissionof......%
[insert commission, usually between 5% and 10% of the value of sales carried out]. The commission
percentage established in this clause cannot be modified by the Parties, unlessit is mutuallyagreed
in writing.
Theamountofthecommissionwillbe calculatedon:
AlternativeA.The net value ofsales,inotherwords,thepriceininvoicesofproducts soldbythe
Agent,withoutincludingadditionalexpenses (packaging,transport andinsurance),ortaxes,
providedthattheaforesaid expenses and taxes areindicated separatelyin the invoice.
AlternativeB.Theinvoiceprice of the productssoldby theAgent, alsoincludingadditionalexpenses
(packaging, transportandinsurance), but not includingtaxes.
4.COMMISSIONPAYMENT
Thecommissionwillalways bepaiduponthepreviouspayment bytheclientstothePrincipalforthe
amount of thesales.
Alternative A. The commissions shall besettled, on a transactionby transaction basis,and shallbe
paidwithinaperiodof.........[10,20,30,60]calendardayscountingfromthedateofthe client's
payment to thePrincipal.
............................................................................................................................................
This is asampleof 2pagesoutof7 of the International Sales Commission Agreement
To get more information about this contract click here:
INTERNATIONAL SALES COMMISSION AGREEMENT
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Contracts drafted by the legal experts of Global Negotiator cover all relevant aspectsthat are
negotiated and agreed inthe different types of business between companies. However, when
these contracts are used you should take into account some recommendations common to all
of them that are described in this User Guide.
DATE
The date when the contract comes into force is the onethat appears in its header, as mentioned
in the final paragraphs of the contract, before signatures (This Contract comes into force on the
date written above).
In some contracts -for example in the Supply Contract- the date of coming into force is also
mentioned in one of the clauses. In these cases you have to verify that the two dates inserted in
the contract (in the heading and in the corresponding clause) are the same, in order to avoid
discrepancies.
PARTIES
Be sure to insert in the first page of the contract the full details of the Parties:
When aParty is acompany youmust insert the following information: legalname, legal form
(limited, incorporated, etc.), full address, registration data and fiscal identification number.
When a Party is an individual that works as independent professional (for example a
commercial agent) you must insert the following information: full name, profession, full
address and fiscal identification number.
CLAUSES
Clauses with different alternatives: choose the most favorable
In the most important clauses of each contract (exclusivity, payment terms, applicable law and
competent jurisdiction, etc.) several drafting alternatives are proposed so you can choose the
most appropriate to each situation. Therefore, the user before submitting the contract to the
other Party must choose the alternatives that seem best suited to their interests, and eliminate
the rest.
Clauses with blank spaces to be completed
In several clauses of the contract blank spaces appear with dots (.......................) that the user
has to complete inserting text. Following the dots, between brackets, you will see the data and
explanations to insert the text.
When the text between brackets is in normal letters (the same as the contract) and
separated by "," or the word "o", the user must insert one of the options suggested.
USER GUIDE
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Example of blank space (........) with options to select between brackets:
Orders handledbefore completion ofthe presentContract which produce salestransactions
within .......... [1, 2, 3, 6] months shall entitle the Agent to receive the corresponding commission.
In this case the user must choose between options 1, 2, 3 or 6 months and insert one in the blank
space (........).
When the text between brackets is in italics the user has to insert the data and information
requested and eliminate the bracketed text.
Example of blank space - (.........) to insert text:
Both parties, by mutual consent, resolve to refer any dispute to the Rules of Conciliation and
Arbitration of the International Chamber of Commerce by one or more arbitrators appointed in
accordance with said Rules. The place of arbitration shall be ........... [city and country]. In this
case the user must insert in the blank space (...........) the city and country chosen to conduct the
arbitration and afterwards eliminate the bracketed text [city and country].
Notices Clause
Sometimes it may happen that the official address of the Parties which appear at the beginning
of the contract is differentfrom which is to be used for communications between the Parties
during the terms of the contract. In this case the user should include at the end of the contract
a Notices Clause.
Example of Notices Clause:
Notices. - In order to comply with their contractual obligations, the Parties establish the
following address for the provision of notices related to this contract:
- Party 1 ............................................................. [insert full address].
- Party 2 ............................................................. [insert full address].
ANNEXES
The contracts incorporate some Annexes, each of them, referenced to the corresponding Clause.
Annexes are drafted in commonly used formats, although the user must adapt these formats
and the text inserted in them to each particular situation.
SIGNATURES
People who sign
Persons signing the contract onbehalf of the company must have the authority to do so and
preferably, be entitled on the basis of a power of attorney. Below the signature, in addition to
the full name of the person that signs his/her position must be inserted. When one of the Parties
who signs is a natural person (for example a commercial agent in a Agency Contract) obviously
he or she is the person that has to sign the contract.
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The laws of some countries require that contracts, to be valid, shall be signed in front of
witnesses or a public notary. Therefore, before signing a contract you should be informed about
the requirements that may exist in each country.
Place and date of signature
Usually contracts are signed by both Parties on the same date and place. Nevertheless, in
international contracts, due to physical distance, it is common that each of the Parties sign in
different dates and places. This contract provides for both alternatives so it comes to choosing
the most appropriate to each situation.
Number of copies
Usually, the Parties sign two copies of the contract, each Party retaining one of them, but cal
also arisetheneed to sign more copies. Inthiscaseall you have to do is mention explicitly the
number of copies to be signed in the paragraph that is included at the end of the contract (Both
Parties declare their conformity to the present contract, which is signed in ...... copies, each of
which shall be considered an original).
GENERAL RECOMMENDATIONS
The Parties must sign all pages of the contract, including Annexes, so they are also valid. It is
better to useball point orpen (not pencil) in a colorotherthanblack (e.g.: blue); this makes it
easier to distinguish an original document from a photocopy.
It is preferable (although no mandatory) to express sums of money and percentages in words
and figures. Of course, thewordsand figures for a given amount must match exactly. Youalso
must insert the currency inwhich the amounts are expressed. It is advisable to use the rules
establish by ISO that name each currency by three capital letters (EUR for euro, USD for dollar,
GBP for sterling pound, JPY for Japanese yen, etc. - you can get the acronyms of every currency
in the website www.oanda.com).
Once you have chosen thebest alternatives of each clause and have completed the blank spaces
you should revise the whole contract to remove remaining paragraphs and correct any errors.
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