AGREEMENT OF AGENCY FOR SOLE SELLING BY A MANUFACTURING COMPANY

Date: 

_________________________

And

_________________________

WHEREBY IT IS AGREED as follows:

1. The Company hereby appoints the agent to be its sole agent to promote and extend the sale of the products of the company and the agent agrees diligently to serve the company for those purposes to the best of his ability for the period during which the agreement continues in force on the terms and subject to the conditions hereinafter set out.
2. The agent will forward to the principals all enquiries he may receive but shall not enter into any contract on behalf of the principals.
3. The agent shall offer the products for sale based on the specifications supplied by the company to the agent from time to time either generally or as applicable to a particular case and the company will hold itself responsible to any purchaser of the products through the agent for the fulfilment of any such specifications.
4. The agent agrees not to offer the products for sale at prices below the minimum prices as set out in the company’s price list for the time being in force for sales and will not offer a prospective purchaser more favourable terms than those currently prescribed by the company.
5. The principals shall pay to the agent such expenses as are reasonably incurred on behalf of the principals (or as may be otherwise agreed upon between the parties).
6. Upon receipt by the agent of any order for the products the agent will immediately transmit the order to the company and the company will execute the order by supplying the products direct to the purchaser.
7. Upon the execution of any order for the products the company shall forward to the agent a duplicate copy of the invoice sent with the products to the purchaser and shall also inform the agent forthwith when payment is made by the purchaser to the company.
8. In respect of all orders secured by the agent, the company shall pay a commission of........  Per cent to the agent calculated upon invoice price fewer Sales Tax stipulated by the purchaser.
9. All commissions payable to the agent are considered to have been earned when effective payment has reached the company and shall be payable quarterly commencing on ________________
10. The principal shall furnish-to the agent a periodical statement of account in respect of the commission earned by the agent during a quarter.
11. In the event of any dispute concerning the amount of any commissions due or payable by the company to the agents under this agreement a certificate as to the amount signed by the auditors for the time being of the company shall be conclusive and binding on both parties.
12. The company agrees not to supply the products to any person who is known or believed to intend resale the same except where the related order for the products shall have reached the company:-      

From the agent, or

Direct from a person nominated by the agent, or

Direct from a person not previously nominated by the agents but who shall upon reference to the agents prove to be acceptable to them.

13. This agreement shall remain in force for ________ years from the date hereof and thereafter shall be determinable by either party on giving ___________ months’ notice in writing to the other party.

AS WITNESS etc.                                                                                                                                                            [Signatures]

_______________                                                                                                                                                                       ___________

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