______________________, hereinafter called "the Principal",
on the one part, and ______________________________, hereinafter
called "the Agent", on the other, have herein agreed as follows:
The Principal grants the Agent an exclusive right to sell,
on the territory _________ hereinafter called "the agreed
territory", the following equipmenf and mashinery bought from the
principal, hereinafter called "the equipment":______________
Any sale by the Agent of the equipment on any territory
other than the agreed territory may take place only with the
written consent of the Principal.
The Principal will have the right to sell the equipment on
the agreed territory directly to the third parties, if:
1. The transaction is concluded on the basis o( an offer
made by the Principal prior to the conclusion of this Agreement;
2. The Agent has refused to buy the equipment offered by the
3. The equipment is part of a barter transaction;
4. The equipment is a component part of equipment supplied
by the Principal to another customer;
5. This Agreement has terminated under Articles VI and IX;
6. The equipment is supplied to governmental bodies or
organizations situated on the agreed territory.
Such sales will not constitute an infringement of the terms
and conditions of this Agreement, and the Agent will have no
right to commission.
Exept for the cases mentioned above, when the Principal
sells the equipment on the agreed territory directly to the third
parties the Agent will have the right to receive commission the
amount of which will be fixed in each case by special
arrangements between the Principal and the Agent depending on the
volume of the sale.
In pursuance of this Agreement the parties will conclude
contracts between themselves for the delivery of the equipment
and spare parts.
The equipment bought from the Principal will be sold by the
Agent to third parties in this own name, but factory marks and
signs on the equipment must be left intact.
Prices to be paid by the Agent for the equipment bought from
the Principal will be fixed in contracts concluded between the
parties under Article II of this Agreement.
The difference between the price, at which the Agent buys
the equipmenf from the Principal, and the price, at which he
sells the equipment, will constitute the Agent's commission and
will cover all overhead expenses connected with advertising and
selling the equipment.
The Agent undertakes to sell the equipment, bought from the
Principal, at prices not detrimental to the sales of the
equipment due to the prices being too high.
Within the period of operation of this Agreement and
contracts concluded between the parties the Agent undertakes;
1. To guard, bona fide, the interests of the Principal,
constantly increasing the purchases of the equipment.
2. Each quarter, not later than the 15th day of the
following month, to submit to the Principal reports on his
activities in the marketing of the equipment sold under this
Agreement, attaching copies of the bills drawn on his purchasers,
and, within the same period of time, to send the Principal
informatiom on market conditions and on the activities of the
Principal's competitors, in particular on price, terms and
conditions, in their sales of similar equipment.
3. Not to represent, either directly or indirectly, on the
agreed territory, without the Principal`s consent, any firm
competing with the Principal.
4. To systematically organize, at his own expense, the
advertising of the equipment in such form and to such extent that
successful marketing of the equipment on the agreed territory
should be ensured, using for this purpose the press, radio,
cinema, catalogues and other means of advertising on the basis of
printed material provided by the Principal: to return to the
Principal, after the expiration of this Agreement, advertisement
samples and materials, should these be in the possession of the
Agent, or to deal with them according to the Principal's
5. To provide consultation and technical service for and
have supervision of proper exploitation of the equipment sold,
organizing for this purpose, at this own expense, necessary
workshops and service stations.
6. With the view of ensuring proper exploitation of the
equipment, to buy (rom the Principal the necessary quantity of
spare parts, to keep warehouses and shops at his own expense, as
well as to organize uninterrupted supplies of spare parts to
purchasers of the equipment.
7. In case the Principal participates in international fairs
and exhibitions on the agreed territory, to render the Principal
every assistance in the marketing of the equipment.
8. To inform the Principal of governmental purchases
announced on the agreed territory, to participate in them, and to
advise the Principal of their results.
Should need arise, the Principal will, at the Agent's
request and under a separate contract, give technical advice to
purchasers in the installation of the equipment sold by the Agent
and in its exploitation by means of deputing the Principal's
The Principal has the right to cancel this Agreement before
the expiration of the period of its duration without prejudice to
his rights and without the Agent's right to claim any
1. The Agent, despite the Principal's notice, does not
comply with an important condition of this Agreement, especially
as to payment;
2. On the expiration of eight months from the day of signing
this Agreement the value of the equipment sold by Agent will be
less than _____________
3. The financial position of the Agent considerably
deteriorates or procedure in bankruptcy is initiated;
4. The Agent's acts contradict the Principal's interest on
The Principal and the Agent will take all measures to settle
amicably any disputes which may arise from this Agreement or from
contracts made hereunder.
In case of the parties being unable to arrive at an amicable
settlement, all disputes without application to legal courts are
to be submitted forthe settlement by _________ in accordance
with the Rules of Procedure of the said Commission.
The Arbitration Award will be final and binding for both
1. All negotiations and correspondence between the parties
that have taken place prior to the signing of this Agreement
shall be considered null and void as from the day of its signing.
2. Any amendments and/or supplements to this Agreement shall
be valid only if they are made in writting and signed by duly
authorized representatives of both parties.
This Agreement is operative as from the day of its signing
by both parties and will be valid for ___________________________
If, one month before the expiration of the above period of
time, neither party notifies in writing of its desire to
terminate this Agreement or to alter its terms and conditions,
the Agreement is automatically extended for _____________________
Irrespective of the expiration of this Agreement or its
cancellation the parties are to fulfill their C obligations under
contracts made prior thereto.
Legal addresses of the parties
For and on behalf _____________________________
For and on behalf _____________________________