国际商会商业代理合同范本（英文版）国际商会商业代理合同范本（英文版） 编辑：国际贸易律师 来源：国际贸易法律 点击次数：2019 更新日期：2007-4-24 国际商会商业代理合同范本国际商会商业代理合同范本 MODEL FORM OF INTERNATIONAL AGENCY CONTRACT (ICC COMMERCIAL AGENCY CONTRACT) Between_ whose registered office is at_(hereinafter called “the Principal“) and_ whose registered office at_(hereinafter called “the Agent“) IT IS AGREED AS FOLLOWS Art. 1 Territory and Products 1.1. The Principal appoints the Agent, who accepts, as his commercial agent to promote the sale of the products listed in Annex 1, 1 (hereinafter called “the Products“) in the territory defined in Annex 1, 2 (hereinafter called “the Territory“). 1.2. 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 1.1. However, the above obligation to inform the Agent does not apply if, in consideration of the characteristics of the new products and the specialization of the Agent, it is unreasonable to expect that such products may be represented by the Agent (e.g. products of a completely different range). Art. 2 Good faith and fair dealing 2.1. In carrying out their obligations under this agreement the parties will act in accordance with good faith and fair dealing. 2.2. The provisions of this agreement, as well as any statements made by the parties in connection with this agency relationship, shall be interpreted in good faith. Art. 3 Agents functions 3.1. The Agent agrees to use his best endeavours to promote the sale of the Products in the Territory in accordance with the Principals reasonable instructions and shall protect the Principals interests with the diligence of a responsible businessman. 3.2. The Agent shall not solicit orders from outside the Territory unless permitted to do so by the Principal. Where the Agent negotiates with customers in the Territory business which results in contracts of sale with customers established outside the Territory11, article 15.2. shall apply. E.g. for goods to be sold to subsidiary established in another country: the agent is acting within his territory, hat the sale is made to a foreign customer, and the agent would have (in absence of article 15.2) no right to commission. 3.3. Unless otherwise specifically agreed, the Agent has no authority to make contracts on behalf of, or in any way to bind the Principal towards third parties. He only solicits orders from customers for the Principal, who is free (save as set forth in article 4.2. hereafter) to accept or to reject them. The other alternative, i.e. to give the agent the authority to conclude contracts on behalf of the principal has not been considered in the model form, since it is rather uncommon in international trade. Of course, if the parties have special reasons for permitting the agent to make contracts on behalf of the principal, they can so provide in article 3.3. It should be noted that in certain cases the third party (customer) may rely on the apparent authority of the agent this means that, especially in legal systems where it is common that the agent is authorized to act on behave of the principal, the exclusion of any such authority provided for in the contract between principal and agent (like art. 3.3. of this model form) does not necessarily bind a third party which had good reasons to rely on the apparent authority of the agent. It is, therefore, recommended that the principal avoids any action which may give third parties the impression that the agent has representative powers, and that he informs, if necessary and possible, third parties that the agent has no authority to bind the principal. 3.4. When negotiating with customers, the Agent shall offer Products strictly in accordance with the terms and conditions of the contract of sale which the Principal has communicated to him. This is to ensure that orders by the customers conform to the Principals terms and conditions (e.g. prices, delivery terms, etc.): if this is not the case (because the agent has given incorrect information to the prospective customer) the principal will be in an embarrassing situation (at least from the commercial point of view) if the refuses the order. 3.5. The Agent is not entitled to receive payments on the Principals behalf without prior written authorization from the Principal to that effect. When the Agent has been so authorized, he must transmit them as soon as possible to the Principal and until then hold them separately on deposit on the Principals behalf. Art. 4 Acceptance of orders by the Principal 4.1. The Principal shall inform the Agent without undue delay of his acceptance or rejection of the orders transmitted by the latter. The Principal may accept