Закон Швеции о коммерческих агентских договорах
SWEDISH CODE OF STATUES
Commercial Agency Act
(promulgated on May 2, 1991)
Если в качестве применимого к агентскому контракту права избрано право Швеции, при разработке контракта и согласовании его условий необходимо учитывать положения Закона о коммерческих агентских договорах.
§ 1 The expression "commercial agent" in this Act denotes a person who, in business, has agreed with another, the principal, that on behalf of the latter he will independently and enduringly engage in the sale or purchase of goods by obtaining offers to the principal or by concluding agreements in his name.
§ 2 The terms of an agreement which conflict with the provisions of this Act shall apply instead of the provisions of the Act, unless otherwise stated in the Act. Practice that has developed between the parties, as well as business or other customs, shall be placed on a level with the terms of an agreement.
If the Act makes clear that a provision may not be disregarded by agreement, the provision also has precedence over practice that has developed between the parties and over business or other customs.
§ 3 A provision that may not, according to the Act, be disregarded to the disadvantage of the agent may neither be disregarded to the disadvantage of the agent through an agreement stipulating that foreign law shall be applied to the legal relationship, if the legal relationship would otherwise be judged according to this Act.
§ 4 If the agent or his principal so requests, a document setting forth the agency agreement and changes in it shall be prepared and signed by the parties.
The parties cannot waive their right to receive, on request, a document of the kind stated in the first section.
Obligations of the agent
§ 5 In performing his activities, the agent shall safeguard the principal's interests and act loyally and honestly.
It is especially incumbent upon the agent to
1. make reasonable efforts to obtain offers and, if it is part of his activities, to conclude agreements on such matters that are covered by the agency agreement.
2. 2. inform the principal about offers that have been obtained and agreements that have been concluded as well as about other circumstances of importance for the activities that the agent knows, and
3. 3. follow reasonable instructions given by the principal.
4. Terms of the agreement that conflict with the provisions contained in this section are not binding on the parties.
§ 6 The agent shall take good care of goods and other items which belong to the principal and which are in the agent's keeping. The agent shall take out the property insurance necessary. The principal's goods shall be kept separate from other goods.
If the agent is entitled to receive payment for sold goods, he is obliged to keep the funds received separately and to render an account of his activities.
§ 7 The principal shall act loyally and honestly towards the agent.
It is especially incumbent upon the principal to
1. supply the agent with samples, descriptions, price-lists and other necessary material in respect of the goods to which the agreement pertains,
2. 2. supply the agent with the information required for implementation of his activities, and
3. 3. inform the agent, without undue delay, that he has accepted or rejected an offer forwarded to him by the agent or that an agreement mediated by the agent has not been fulfilled.
4. The principal shall, without unreasonable delay, inform the agent if he foresees that the scope of the business will be substantially less than that reasonably supposed by the agent.
Terms of the agreement that conflict with the provisions contained in this section are not binding on the parties.
§ 8 If the agent and the principal have not agreed upon the agent's remuneration, it shall be determined at what is customary where the agent conducts his business. If there is no such custom, the remuneration shall be determined at what is reasonable in view of all the circumstances involved in the activities.
§ 9 The agent is entitled to commission on a transaction concluded during the period of the agency agreement,
1. if the transaction may be considered to have arisen through the participation of the agent,
2. 2. if, without the agent's participation, the transaction has been concluded with a third party whom the agent has procured earlier as a customer, provided that the agreement is of the same type or
3. 3. if the agent has been given a certain territory or a certain circle of customers and the transaction has been concluded with a third party belonging to the territory or circle of customers.
4. § 10 The agent is entitled to commission on a transaction concluded after the agency agreement has ceased,
1. if the transaction has been concluded under such circumstances as are referred to in § 9 and the agent or the principal has obtained an offer from a third party during the period of the agency agreement, or
2. 2. if the transaction has arisen mainly through the agent's participation during the period of the agency agreement and if it has been concluded within a reasonable time after cessation of the agency agreement.
3. An incoming agent is not entitled to commission in accordance with § 9 on a transaction which gives the outgoing agent the right to commission in accordance with the first section if, in view of the circumstances, it is not reasonable for the commission to be split between the agents.
§ 11 Commission shall be paid not later than one month after the end of the quarter in which the commission was earned.
Commission is earned when and to the extent any of the following circumstances is at hand:
1. The principal has fulfilled the agreement with a third party.
2. 2. The principal should, according to the agreement with a third party, have fulfilled the agreement.
3. 3. A third party has fulfilled the agreement.
4. The agent is not bound by terms of the agreement which are less favorable to him than the provisions contained in the first section.
Nor is the agent bound by terms of the agreement implying that the commission is earned subsequent to completion of the agreement by a third party or would have been so earned if the principal had fulfilled the agreement as he ought to have done.
§ 12 The agent loses his right to commission if it is shown that the agreement between the principal and a third party has not been implemented and that this is not attributable to the principal or any circumstance associated with him.
If a third party has failed to implement the agreement because the principal has, without the consent of the agent, granted him respite for implementation or agreed with him on cancellation of the agreement, the agent's right to commission is not affected.
If a third party carries out the agreement only in part, the agent has the right to commission on the part corresponding to what has been carried out, if nothing to the contrary follows from the first or second section.
If the agent's demand for commission is unsuccessful because of the provisions contained in sections 1-3, he shall pay back the excess he has received.
The agent is not bound by terms of the agreement which are less favorable to him than the provisions contained in sections 1-3.
§ 13 The principal shall, not later than one month after the end of each quarter, give the agent a commission statement showing the commission that has been earned during the quarter. The commission statement shall contain all information of importance for calculation of the commission.
If the agent has wholly or partly lost his right to commission on an agreement, information about this shall be provided in the commission statement pertaining to the quarter in which the right to commission was lost. The commission statement shall state the reason for the loss of the right to commission.
The agent is not bound by contractual terms that are less favorable to him than the provisions contained in this section.
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