Закон Дании о коммерческих агентах и коммивояжерах
Denmark Act on Commercial Agents and Travelers
(Act no. 272 of 2 May 1990)
WE MARGRETHE THE SECOND, by the Grace of God Queen of Denmark, do make known that:
The Danish Folketing has passed the following Act which has received the Royal Assent:
Part 1 The possibilities of derogation from the Act
1(1) The provisions of this Act can be derogated from upon agreement unless otherwise specified in the Act. In addition, the provisions of Part 3 can be derogated from according to custom.
1(2) The provisions of ss. 22 and 25-27 which cannot be derogated from to the detriment of the commercial agent can neither in the case of a governing law agreement be derogated from to the detriment of the agent if the relationship without this governing law agreement were governed by this Act.
1(3) Where Danish law shall apply to cases where the commercial agent's activities on behalf of the principal under the agreement shall not take place in a country which is a member of the EEC or EFTA or in one of the Nordic countries, the parties can derogate from all provisions of this Act. However, ss. 22 and 25-27 cannot be derogated from in cases where mandatory rules on termination and indemnity apply in the country where the commercial agent's activities shall be carried out or where the commercial agent is resident.
Part 2 Commercial Agents
2(1) For the purposes of this Act, commercial agent shall mean a self-employed person who against payment has assumed a continuing activity to negotiate the sale or purchase of goods on behalf of another person (the principal) and for this person's account by obtaining offers (orders) for the principal or by entering into agreements to this effect in his name.
3(1) The principal and the commercial agent shall be entitled to receive from the other party a signed document setting out the terms of the agency agreement, including any terms subsequently agreed.
3(2) (1) cannot be derogated from by agreement.
4(1) In performing his activities the commercial agent must look after his principal's interests and act dutifully and in good faith.
4(2) In particular, the commercial agent must:
1) make proper efforts to collect offers and where authorized conclude agreements concerning the transactions comprised by the agency.
2) 3) communicate to the principal offers collected or agreements concluded and other matters of which the commercial agent has obtained knowledge of which the principal should know, and
4) 5) comply with reasonable instructions given by the principal
6) 4(3) (1) and (2) cannot be derogated from by agreement.
5(1) In his relations with the commercial agent the principal must act dutifully and in good faith.
5(2) The principal must in particular:
1) provide his commercial agent with the necessary documentation relating to the goods concerned,
2) 3) obtain for his commercial agent the information necessary for the performance of the activities, and
4) 5) notify the commercial agent within a reasonable period of the acceptance or refusal of offers which the commercial agent has procured and of any non-execution of an agreement which the commercial agent has brought about.
6) 5(3) Where the principal anticipates that the volume of commercial transactions will be significantly lower than that which the commercial agent could normally have expected, the principal must notify the commercial agent within a reasonable period to this effect.
5(4) (1-3) cannot be derogated from by agreement.
6(1) If the commercial agent or the principal fails to meet his liabilities to the other party, this party shall have the right to claim compensation for the loss suffered in consequence hereof.
6(2) The party who wishes to claim compensation shall notify the other party to this effect without undue delay after said party obtained or ought to have obtained knowledge of the negligence and loss. If he fails to do so, the right to claim compensation will be forfeited.
6(3) S. 6(2) shall not apply where the other party has acted contrary to common decency or with gross negligence.
7(1) If the commercial agent has goods in stock to be sold on behalf of the principal or which have been bought on behalf of the principal, the commercial agent shall have the same rights and obligations in respect of the goods as those of a commission agent under part 11 of the Act on Commission.
8(1) In the absence of any agreement on the level of remuneration, the commercial agent shall be entitled to the remuneration that commercial agents appointed for the goods forming the subject of his agency contract are customarily allowed in the place where he carries on his activities. If there is no such customary practice, the commercial agent shall be entitled to reasonable remuneration taking into account all the aspects of the transaction.
9(1) The commercial agent shall be entitled to commission on agreements concluded during the period covered by the agency contract where:
1) the agreement has been concluded as a result of his action;
2) 3) the agreement without the collaboration of the commercial agent is concluded with a third party whom the commercial agent has previously acquired as a customer for agreements of the same kind; or
4) 5) the commercial agent has been entrusted with a specific geographic area or group of customers and the agreement without the collaboration of the commercial agent is entered into with a third party belonging to that area or group of customers.
6) 10(1) If the agreement is entered into in circumstances as those specified in s. 9(1-3) after the agency contract has terminated, the commercial agent shall be entitled to commission if the offer of the third party reached the commercial agent or the principal before the agency contract terminated.
10(2) The commercial agent shall, in addition, be entitled to commission if the agreement is mainly attributable to the commercial agent's efforts during the period covered by the agency contract and if the agreement was entered into within a reasonable period after that contract terminated.
10(3) A commercial agent shall not be entitled to commission on an agreement pursuant to s. 9 if that commission is payable pursuant to (1) and (2) to the previous agent unless it is equitable because of the circumstances for the commission to be shared between the commercial agents.
11(1) The commission shall become due as soon as and to the extent that one of the following circumstances obtains:
1) The principal has or should according to his agreement with the third party have delivered the goods or paid the purchase price.
2) 3) The third party has paid the purchase price or delivered the goods or should have done so according to his agreement with the principal if the principal had executed his part of the agreement.
4) 11(2) An agreement according to which the commission shall fall due later than what is laid down in (1) no. 2 shall not be valid.
12(1) The commission shall be paid not later than on the last day of the month following the quarter in which it became due, cf. s. 11.
12(2) Subsection 1 cannot be derogated from by prior agreement to the detriment of the commercial agent.
13(1) The principal shall supply his commercial agent with a statement of the commission due in the quarter, not later than the last day of the month following the quarter in which the commission has become due, cf. s. 11. This statement shall set out the main components used in calculating the amount of commission.
13(2) (1) cannot be derogated from by prior agreement to the detriment of the commercial agent.
14(1) The commercial agent's right to commission can be extinguished only if and to the extent that it is established that the agreement between the principal and the third party will not be executed and that this is due to a reason for which the principal is not to blame.
14(2) The commercial agent's right to commission shall not be affected if the third party?s non-performance of the agreement is due to the fact that the principal without the commercial agent?s consent has granted an extension of the time for performance of the agreement to the third party or has reached an understanding on the cancellation of such agreement.
14(3) If the obligation of the third party under the agreement is only partly met, the commercial agent shall only be entitled to commission on the part which has been met unless otherwise follows from (1) and (2).
14(4) (1-3) cannot be derogated from by prior agreement to the detriment of the commercial agent.
14(5) If the right to commission under (1) is extinguished, the commercial agent shall refund any commission received.
15(1) The commercial agent shall be entitled to demand that he be provided with all the information, including extracts from accounting records, which is available to his principal and which he needs in order to check whether the commission statement shows the amount of the commission due to him.
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