The Law Of Commercial Agents And Sales Men

Original Language Title: Laki kauppaedustajista ja myyntimiehistä

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Read the untranslated law here: http://www.finlex.fi/fi/laki/ajantasa/1992/19920417

In accordance with the decision of the Parliament, provides for: the General provisions of section 1 of Chapter 1 of the commercial agent shall, for the purposes of this Act, the principal of another trader, which, with its representation of the agreement is committed to constantly promote the sale of goods on behalf of, or purchase on behalf of the principal or by deciding to obtain quotes for this sale or purchase contracts.

section 2 of this Act, the provisions shall apply only subject to the agreement, except as set forth below, by the Contracting Parties in taking a practice or trade practice, or any other method that is to be considered as binding, subject to sopijapuolia. What the agreement provides for the option to take action below, apply by analogy to the practice adopted by the Contracting Parties, the trade practice or other way.
The relevant provision of the law, which according to this law cannot be derogated from to the detriment of the commercial agent, the agreement will not be able to derogate, to the detriment of this agreement, according to which the legal relationship between the agent and the principal shall apply the law of a foreign State, if this is the right relationship otherwise, should be subject to this law.

section 3 of the franchise and the change must be made in writing and, if either of the Contracting Party so requires.
The agreement, which limits the sopijapuolelle of the right shall be null and void.

section 4 representation of the term mediation agreement is in force, the law on the legal activities of what varallisuusoikeudellisista (228/29).
Chapter 2 the relationship between the agent and the principal representation of the rights and obligations arising out of article 5 of the principal, the commercial agent is to ensure the performance of their duties, act towards him head dutifully and in good faith, as well as comply with the reasonable instructions.
The agent is obliged to inform the principal facts, with his task on the operation of the may be of interest. In particular, he shall, without undue delay, provide the head of your offers, you may receive the question, on behalf of the principal as well as the agreements that he has decided to.
Contractual term, which differs from it, what's the purpose of this article, shall be null and void.

section 6 of the commercial agent is to take delivery of the mandates referred to in paragraph 1, other than the amount of the Commission, unless this is contrary to the commercial agent under section 5 of the Constitution.

Article 7 of the commercial agent shall not be under a duty, even during the period of validity of the agency contract and does not make use of or other display of the principal business or professional secret, which has been entrusted to him, or that he is, if he thereby would work contrary to honest practices in industrial or commercial matters.

section 8 of the principal must act dutifully and in good faith the agent.
The principal shall obtain for his commercial agent the information necessary in order to carry out the task and provide him the necessary data, such as samples, templates, reports and price lists.
The principal shall be obliged to inform the agent elements, which may be of interest to the operation of this task on. He must also, without undue delay, notify the agent whether or not he's a quote in which the commercial agent has him sent, or in the name of the principal and the commercial agent of the agreement, which is determined, even though he has not had the right to do. If the Agent-mediated or decided by the agreement have not been fulfilled, the principal shall, without undue delay, inform the commercial agent.
The principal shall, without undue delay, inform the commercial agent, if his nähtävissään is, that the representation of the conduct referred to in the agreement is going to be substantially lower than the commercial agent shall reasonably be assumed.
Contractual term, which differs from it, what's the purpose of this article, shall be null and void.

If the principal or the agent section 9 has been in breach of the agency contract or otherwise intentionally or through negligence of the obligation provided for in this Act or neglect him what to him according to the contract, he shall be obliged to pay to the other sopijapuolelle of the damage suffered.
Anyone who intends to claim damages on the basis of the meaning of subparagraph (1) shall, without undue delay, notify the other of its intention to base the sopijapuolelle. It that does this do, lose his entitlement to the allowance.
What paragraph 2 shall not apply to cases in which the other party has acted dishonestly or gross negligence caused by the other.

section 10 of the commercial agent shall be entitled to Commission on the Treaty that has arisen during the period of validity of the agency contract, if the contract is born of his own contributions to, or has been taken to a third person, which the commercial agent has in the past similar agreements for the principal, the commercial agent, or if you purchased a customer is assigned to a certain area, or the connection agreement has been concluded in this area, and to be or belonging to a third person.

Article 11 of the commercial agent shall be entitled to Commission on the Treaty that has arisen after the termination of the agency contract, if the contract is born within the meaning of article 10 and the third reached the principal or the commercial agent before the agency contract expires or if the agreement mainly due to the commercial agent's representation of the issue to be considered during the period of the agreement, the contribution and the agreement is born within a reasonable time after the termination of the agency contract.
After initiating the new commercial agent of the previous agent does not have the right under article 10 of the Commission when the Commission is subject to this section, according to the former agent, unless the Commission has not, in the circumstances, a reasonable share of commercial agents.

Article 12 of the commercial agent shall be entitled to Commission as soon as possible and, to the extent that any of the following conditions is met: 1) to the head of State has complied with the agreement concluded between him and the third person to be based on performance;
2) the principal would have to fill in the performance of their duties as referred to in paragraph 1;
3) the third person has complied with the obligations referred to in paragraph 1 based on the performance of the contract.
The agent is not bound by the agreement, according to which the legal Commission is created later than at the time when the third party has executed or should have it fill, if the Chief Executive should be executed in accordance with the agreement.

section 13 If the principal has the consent of a third party without an agreement with the agent agreed to the dissolution of the third party or its terms and, therefore, the performance obligation remains in whole or in part, the performance of the obligation to fulfil the right to not affect the agent's Commission.
The commercial agent shall lose him according to article 12 of the Commission only if the agreement between the principal and the third party has been left unfulfilled and this is not due to the principal or to his side of the reasons mentioned in subparagraph (1) of or, and it is obvious that the performance obligation later filled in.
If the third person satisfies the performance their duties only in part, the agent is entitled to Commission only to the extent that performance of the obligation has been fulfilled, unless 1 or 2.
The agent will not be able to advance to the binding effect of the right to give up on her, according to this article.

Article 14 of the Commission shall be carried out within one month of the end of the calendar month, the agent, the agent was born in 12 of the legal Commission. When the agent is section 13 of the 2 or 3, in whole or in part, at the conclusion of their entitlement to the amount paid, too much lost is the principal requirement to run this back.
The agreement, according to which the Commission is to be carried out in the agent later than within one month of the end of the calendar quarter in which the agent was born right at the conclusion of that, is not bound by the agent.

the size of the future Commission, section 15, If the agent is not agreed upon, is determined by the Commission according to the same, or equivalent, is the place where the commercial agent the unfunded mandate usually will be paid. If the amount of the Commission cannot impose, a commercial agent shall be entitled, in the circumstances, a reasonable Commission.
The Commission is calculated on the purchase price, the buyer has to be carried out. A cash discount is granted, however, included as a reduction of the purchase price, nor the cargo, packaging, customs duty, insurance fee, tax or any other kind of additional cost, unless this cost on the basis of the agreement with the purchaser is not specified on the invoice sent to him.

section 16 When the agent charged with charging, he has to keep the funds received separately from other resources. A commercial agent shall be entitled to recovery of payments from a special agent, subject to fair remuneration for the provision is not intended to include compensation for that task.
The agent, of the payment of the premium shall be carried out, has been recovered.

section 17 of the


If the agent agrees to meet the head of the fact that the third party satisfies the obligations arising out of the contract (del credere) in order to be valid, the commitment is to be given in writing. In accordance with the agreement or commitment can only be laid down in the agreements with the third party. This kind of commitment to the commercial agent is responsible for, such as his own debt.
A commercial agent shall be entitled to the special responsibility of the commitment referred to in subparagraph (1), a reasonable premium.
The agent (2) a fee is to be carried out, when the contract has been concluded with a third party.

section 18 of the commercial agent shall be entitled to special compensation in respect of the measures of the costs incurred by the representation of the satisfactory performance of the contract is called for. Compensation, however, is not to be carried out, if the costs are due to the agent running the tasks.

section 19 of the commercial agent shall be entitled to a monthly fee from the agreements on which he or she is 10 or 11, according to the article the right to obtain a Commission.
In the calculation of the Commission is to take those agreements, in which the commercial agent has during the last calendar month according to article 12 of the law was born. The amount for each contract must be mentioned in the Commission, which is for the benefit of the commercial agent or, in the absence of Commission be credited for, the reason for it.
If the Commission, on the basis of the facts that have emerged since the adoption of the statement States that the agent is in whole or in part, at the conclusion of the agreement in a statement to have lost their rights in respect of the amount of the Commission may, at a later date, the head of the statement read.
The agent cannot be binding effect according to paragraph 1 and 2 give up on her right. The parties may, however, agree that the Commission statement is given to the agent within one month of the end of the calendar quarter during which the Law Commission was born.

section 20 of the principal, the commercial agent shall be entitled to the amount of the extract from the records of the Commission for the revision of the statement and any other relevant information in the possession of the principal.
If the Chief Executive refuses to give the information referred to in paragraph 1, or if there are reasonable grounds for suspecting, that the statement or the information provided is incomplete or incorrect, the agent, by designating the law of the Court of Auditors (11/15) within the meaning of the auditor has the right to audit the accounts of the principal to the extent that it is necessary in order to determine the extent to which the agent is entitled to Commission. (18.9.2015/1164)
L:lla 1164/2015 modified 2 shall enter into force on the 1.1.2016. The previous wording of is: If the Chief Executive refuses to give the information referred to in subparagraph (1) or, if there are reasonable grounds for suspecting, that the statement or the information provided is incomplete or incorrect, the agent by renaming the Center Chamber of Commerce or Chamber of Commerce by adopting the auditor has the right to audit the accounts of the principal to the extent that it is necessary in order to determine the extent to which the agent is entitled to Commission.
The agreement, which limits the agent according to the right of this article, shall be null and void.

section 21 of the relationship between the recovery of a claim If the agent representation due to the way, the agent may detain the head of documents, samples, templates, and articles that he has come into possession of their duties, as well as what he has inherited from the third person on the basis of such mandate is the principal, the commercial agent is paid until the head of the claim or of the collateral.

The deadline for the termination of the agency contract, section 22, of the representation of the contract, when the agreed period has expired. According to the contract the condition will cease only when it is terminated before the expiry of the term of the contract, the contract is subject to termination of the agreement, be deemed to have been submitted after a period to be valid for the time being.
If the number of Contracting Parties at the end of the period of validity of the contract for the representation without the explicit agreement of, the representation of the relationship, the contract shall be deemed to continue the extended to be in force for the time being.

pursuant to article 23 of the so far valid agency agreement can be terminated at notice. When the agreement is terminated during the first year, the period of notice shall be one month. After this, the notice period shall be extended by one month for every year for the contract. The longest notice period is, however, a period of six months.
The fact that the parties are unable to agree to a shorter period of notice as the binding effects in advance provides. You can, however, agree that the agent agreed notice period of three months, although the agency agreement has been in force for more than three years.
If the parties agree on longer periods than those than provides notice of the principal terminates the agreement cannot be the agent that the agent to agree on binding with shorter than agreed notice period.
The notice period shall be calculated from the end of the calendar month in which the withdrawal will take place sopijapuolelle.

section 24, If the principal or the agent property is transferred, the agency contract shall be deemed to have been dissolved on the day on which the application for bankruptcy was given to the Court.

section 25 of the period of validity of the agency contract, regardless of what-and notice is in force, the Contracting Party may immediately cancel the contract, if the reason it requires. At a time like this the reason for the failure of the other party or the other shall be considered such behavior, which led to the establishment of a Contracting Party cannot be reasonably required the continuation of the contractual relationship.
The Contracting Party may, where the circumstances do not give rise to the rest of the evaluation, extract of an agency agreement, in particular in the following cases: 1) when one of us is a representation of the time of conclusion of the contract in its essential points, led another astray;
2) while the other party does not agree to the contractual partner, provided for in paragraph 3 of the compliance with the requirement of the written form;
3) when the second party is guilty of a serious breach of procedure, in which he has a contractual partner advantage or which, by the way, that this trust to another sopijapuoleen is rightly upset; or 4) when one of us is essential with regard to the representation of their obligations arising out of the contract failed to fulfil.
According to this article on the Sopijapuolelle of the right to rescind the contract shall lapse, unless he have used it without undue delay on receipt of a communication or the liquidation basis, when the argument is a constant, the.

section 26 Unless provided for in article 25 of the landing criteria, the Contracting Party may, however, the agreement to stop prematurely, but he is obliged to pay to the other injury.
The commercial agent before the agency contract terminated may not binding effect according to give up her right to the allowance.

section 27, if the representative referred to in article 25 of the agreement is the result of an intentional or careless procedure of the other party of the contract is statute-barred as a result of the bankruptcy of another, the other party to the contract partner is entitled to receive compensation for the damage that has been caused by the premature cessation of the contractual relationship.

section 28 of The agency contract is expired, a commercial agent shall be entitled to the amount of the credit memo, if and to the extent that: 1) the commercial agent has acquired the principal new customers or significantly expanded its trade with the previous customers and this will have a significant interest in the representation of the principal on or after termination of the agreement; and 2) a refund may be considered the agent agreements with the customers referred to in paragraph 1, the relevant commissions and all other relevant factors, taking into account the reasonable.
A commercial agent shall be entitled to a refund up to the amount of the agent, which is equivalent to one year of the previous five-year average. When an agency agreement has been in force for a shorter period than the five years, the average of the premiums will be calculated during the whole period of validity of the agreement according to the premiums paid.
If an agency agreement as a result of the death or bankruptcy of the commercial agent is stopped, in accordance with paragraph 1 and 2 of the credit belongs to his death or bankruptcy.
The rebate does not prevent the agent, or of his death or bankruptcy of the nest demanding compensation on the basis of any violation of the agreement.
The agreement, which before the end of this section the agency contract the right to compensation laid down, shall be null and void.

section 29 of the commercial agent shall not be entitled to a bonus, if the: 1), the head of the commercial agent of the agency contract is terminated or extracted 25 negligence or conduct referred to in article;
2) the agent is terminated, or cancelling the contract; or, with the agreement of the principal, the commercial agent has moved 3) representation of their rights and obligations arising out of the contract to another person.
Notwithstanding the provisions of paragraph 1, the provisions of paragraph 2, a commercial agent shall be entitled to indemnity or irtisanottuaan, after having dismantled the agency contract, the termination of the agreement or if the representation of the dissolution has been well-founded principal attributed to the matter or, in the absence of the agent can be age, or illness due to the reasonably requires to continue to operate.
The commercial agent shall lose its entitlement to compensation, unless he is the representation of the principal within one year of the contract that they demanded a refund.

The agreement, which shall be limited to the commercial agent before the agency contract terminated according to this section right, shall be null and void.

section 30, if the termination of the agency contract has ceased to be, as a result of the bankruptcy, or any other reason, the agent is obliged to, when the head of State, her guardian, or his successor in title, or a bankruptcy of the nest in the nurses to monitor the interests of the principal, or in his nest, to take the measures that are necessary in order to safeguard the principal or his nest in the accident, subject to him suffer to a significant degree the cost or inconvenience.

Article 31 of the Treaty, which limits the operation of the commercial agent has terminated the agency contract, the agent is bound by only in so far as it: 1) has been made in writing;
2.) applies to the agent or the customer assigned to the circle; and 3) applies to goods of the same type as the franchise.
The agreement, according to which the agreement referred to in paragraph 1 shall be valid for a longer period than two years due to the cessation of the agency contract, the agent is not bound by it or subject to a longer time for two years.
the relationship between the principal and the commercial agent and the NUMBER 3, the third person on behalf of the principal and the commercial agent is entitled to decide on article 32 deals only if he is so authorized.
If the principal has been released by the agent name equipped with forms that can be considered to be in the past, the representative of as evidence to be provided, the fact that an agreement has been concluded on behalf of the principal, the agent by filling out the form is in the same way, the necessity of the binding, as if she were expressly authorized by the representative to decide on the agreement.

Article 33 where the commercial agent is made on behalf of the principal contract without the authorization or mandate going beyond, the principal is, if he do not want to accept the agreement, without undue delay upon receipt of the agreement, the information shall inform the third person. If the Chief Executive does not make, he shall be deemed to have accepted the agreement.

Article 34 If the Chief Executive does not want to accept the agent received an offer, he shall, without undue delay on receipt of the tender or of the receipt of a communication the content of which shall inform the successful tenderer. If the Chief Executive does not make, his will be deemed to have accepted the offer.
What are the in subparagraph (1) shall not apply if the commercial agent and the tenderer have agreed otherwise.

Article 35 if the third person has made an offer to the commercial agent, and this has sent it to the Governor, an offer is similar to the heads of the withdrawal of the right to make the offer as he would have been if he would have sent the offer.
What are the in subparagraph (1) shall not apply if the commercial agent and the tenderer have agreed otherwise.

section 36 provided that the supplier has negotiated on behalf of the agent with the purchase or sale of their movement and he gets from the representative of which in these negotiations, referring to the notion of the quotation, or informs the representative agreed with the representative of the contract, the trader shall, if he wishes to rely on the fact that he does not at all have not made an offer or agreement or the offer or agreement, decided on the content is incorrectly set out in the notice , without undue delay, inform the principal. If the trader does not make, he shall be deemed to have accepted the agreement as the amount received from the sensisältöisen of his report shows.
What are the in subparagraph (1) shall not apply, if the Chief Executive knew or should have known, that the methodology set out in the notice of the offer or agreement made or that the contents of the tender or of the agreement had been incorrectly described, and also, if the trader can look, that statement was incorrect.

37 section even if the commercial agent shall be entitled to decide on the necessity of binding agreements, he did not have the right to charge fees for goods sold after the conclusion of the agreement, to grant a delay of payment or a price reduction, and not to make any change in the agreement.
If the principal has been informed that the agent has no mandate for taking a measure referred to in paragraph 1, when the agreement is finalized in terms of contribution to the representative or to him within the meaning of section 10 of the Act in a designated area or in the client, and if the Chief Executive does not want to accept a measure the representative, he shall without undue delay notify the third person. If the Chief Executive does not make, he shall be deemed to have accepted the action.

on behalf of the principal and the commercial agent is to receive 38 section goods for which there has been an error of law or a delay in the transfer of the shortfall of the communication and the rest of the Declaration of performance of the contract, if the contract is terminated him, or area, or the customer, that is to him within the meaning of article 10 of the decision. Without the principal's authorization to the representative does not have the right to make solutions to such a disclosure, even if he will be able to determine the necessity of binding agreements.
Chapter 4, section 39 of the sales men Sales man for the purposes of this Act, an employee who is in its representation of the agreement with the employer committed to on behalf of the to promote within the meaning of article 1 of the sale of the goods by travelling to different locations or by visiting to see clients as the place where the business of the employer is located. The sales man was not carrying any goods offered for sale.

section 40 of the legal relationship between the employer, the sales man and the law applicable to a contract (320/70), unless this Act provides otherwise.
TyösopimusL 320/1970 TyösopimusL:lla 55/2001, is repealed.

Article 41 the sales man and his or her employer shall apply by analogy, what 2 – 4 and 7, section 8:1 and 32-38, 44 and 45.

Article 42 if a sales man of the premium shall be paid in whole or in part by Commission, shall apply by analogy, what's 10 and article 11, section 12, section 13 (1), section 15, section 19(1) and (2) and section 20 (1) and (3).
The sales man was not before the agency contract expires can be binding effect to give up her section 11: at the conclusion of the agreement, for which the right bid is received at the head of the agency contract terminated.

Article 43 the sales man has the right to receive special compensation for travel, mail, Telegraph, telephone and travel expenses and daily subsistence allowance to those you want to compare. The employer is obliged to carry out the sale of the man's request, his expenses and travel dates in the money necessary for withholding tax.
the provisions of section 44, Chapter 5 of the Other if the information that the agent under section 9, or under the third paragraph of article 29, article 9 of the principal's (2), section 33, 34 or under section 37, subsection 2 of section 36 of the trader, must be given in an appropriate manner, has been sent, the sender must not rely on the Declaration, even though it should not be delayed, or to your destination.

Article 45 of this law shall enter into force on 1 November 1992. It cancels the coexistence in the law of 30 May 1975 (389/75), as amended.
Before the entry into force of the law applicable to contracts concluded in the representation of this law with effect from 1 January 1994. Until then, the provisions shall apply to the earlier, unless otherwise agreed. THEY 201/91, tvk. Mrs. 6/92, the Amendment of the entry into force of the acts and application: 18.9.2015/1164: this law shall enter into force on the 1 January 2016.
THEY TaVM 34/254/2014, 2014, EV 371/2014