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The Law Of Commercial Agents And Sales Men

Original Language Title: Laki kauppaedustajista ja myyntimiehistä

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Law on trade representatives and sales men

See the copyright notice Conditions of use .

In accordance with the decision of the Parliament:

CHAPTER 1

General provisions

ARTICLE 1

Trade representative For the purposes of this law shall be the trader, who shall: The client , in its own Representation agreement Is committed to the continuous promotion of the sale or purchase of goods by the acquisition of offers to the client or by the termination of any sale or purchase agreement.

ARTICLE 2

The provisions of this Act shall apply only to the exceptions provided for in the following exceptions, subject to an agreement, a practice adopted by the Parties, or any other way which must be considered binding on the parties. As regards the non-binding nature of the contract, the practice, method of trade or other way to be adopted by the Parties shall apply accordingly.

Nor can it be possible to derogate from the provision of the law on which, by virtue of this law, it is not possible to derogate, to the detriment of the trade representative, by means of an agreement to the effect that the legal relationship between the trade representative and the principal must be applied to a State law, provided that this law otherwise applies to this legal relationship.

ARTICLE 3

The delegation agreement and its amendment shall be made in writing, if required by either party.

A contractual condition restricting the right of a party under paragraph 1 shall be null and void.

§ 4

The settlement of the unfair terms of the grant agreement is in force on the basis of the law on property law (208/29) Provides.

CHAPTER 2

Relationship between the Trade Representative and the principal

Rights and obligations arising from the delegation agreement
§ 5

In the performance of his duties, the Trade Representative must take care of the interests of the client, act in a spirit of duty and integrity and follow reasonable instructions given by the client.

A trade representative shall be obliged to inform the client of any circumstances in which the function entrusted to him may be relevant. In particular, without undue delay, he shall inform the client of the tenders which may be accepted and the contracts which he has decided on behalf of the client.

The contractual clause, which differs from what is provided for in this section, is void.

ARTICLE 6

The trade representative shall receive the orders referred to in Article 1 against other than the principal, unless this is contrary to an obligation under Article 5 (1) of the Trade Representative.

§ 7

During the period of validity of the representation agreement, the representative of the trade representative shall not be allowed to use, either for the benefit or for the other, the trade secrets of the principal who have been entrusted to him or who otherwise have been informed, if he/she has obtained such information. Would act contrary to good business practices.

§ 8

The client must act in a conscientiously and honestly manner towards the trade representative.

The client shall obtain the necessary information for the purpose of carrying out the task of the trade representative and provide him with the necessary documentation, such as samples, models, descriptions and price lists.

The principal shall be required to inform the Trade Representative of any circumstances which may be relevant to the activities entrusted to it. He shall also, without undue delay, inform the trade representative whether to accept or reject the tender sent to him by the trade representative or the contract which the trade representative has decided on behalf of the principal, even though he has not had any That right. If the contract concluded or terminated by the trade representative has not been fulfilled, the principal shall, without undue delay, inform the representative of the trade representative.

The principal shall, without undue delay, inform the representative of the trade representative, if it is in his sights, that the activities provided for in the representation agreement will be substantially lower than that of the representative of the trade representative.

The contractual clause, which differs from what is provided for in this section, is void.

§ 9

If the Head of State or the Trade Representative has acted in breach of the representation contract or otherwise intentionally or negligently, he or she has failed to comply with the obligation laid down in this Act or, according to the contract, he shall be obliged to: Replacing the injury suffered by the other party.

Any person intending to claim damages on the basis of paragraph 1 shall, without undue delay, inform the other party of its intention to inform the other party. Anyone who does not do this loses the right to compensation.

The provisions of paragraph 2 shall not apply to cases where the other party has been subjected to unfair or serious negligence on the part of another party.

ARTICLE 10

A trade representative shall be entitled to commission a commission on the contract which has been established during the period of validity of the contract if the contract has been established for his or her contributions or has been terminated with a third party whose trade representative has previously been the same For the purposes of contracts, or where a particular region or client group has been assigned to the trade representative and the contract has been terminated with a third person belonging to or belonging to this area.

ARTICLE 11

A trade representative shall have the right to commission a commission after the termination of the agency contract if the contract has been established within the meaning of Article 10 and the offer of a third person has arrived to the principal or to the Trade Representative before the The termination of an agency contract or the performance of the contract may be attributed to the contribution made by the representative of the trade representative during the period of validity of the contract, and the agreement has been reached within a reasonable time After the cessation.

Under Article 10, the new Trade Representative, starting after the former trade representative, does not have the right to commission when the commission falls within the scope of paragraph 1 of this Article, unless the commission is taken into account It is reasonable to distribute between trade representatives.

ARTICLE 12

The Trade Representative shall be entitled to a commission so soon and to the extent that one of the following conditions is met:

(1) the client has fulfilled his obligations under the contract concluded between him and the third person;

(2) the client should have fulfilled the performance obligation referred to in paragraph 1;

(3) the third person has fulfilled its performance obligation under the agreement referred to in paragraph 1.

The trade representative is not bound by the contractual condition that the right to commission is incurred later than at the time when the third person has fulfilled his or her performance or should have fulfilled the contract if the principal had fulfilled In accordance with the agreement.

ARTICLE 13

Where the client has agreed with a third person without the consent of the trade representative, the termination of the contract or the modification of the terms of the contract and the performance of the third party is therefore wholly or partly unfulfilled, Non-compliance does not affect the right of the trade representative to receive a commission.

A trade representative loses to him a right of commission under Article 12 only if the contract between the principal and the third person has not been met, and has not been the result of a client or a person on his side or in paragraph 1. And it is obvious that the performance obligation will not be fulfilled.

If only part of the performance obligation is fulfilled by a third person, the trade representative shall be entitled to commission only to the extent that the performance has been fulfilled, subject to paragraphs 1 or 2.

The Trade Representative cannot, in advance, have the effect of waiving her right under this article.

ARTICLE 14

The provision shall be made to the Trade Representative within one month of the end of the calendar month in which the Trade Representative was entitled to commission according to Article 12. When, pursuant to Article 13 (2) or (3), the trade representative has lost all or part of its entitlement to a commission, the amount paid too shall be paid back to the client.

The contractual condition that the commission is to be paid to the Trade Representative later than one month after the end of the calendar quarter, when the trade representative was entitled to a commission, is not bound by the trade representative.

§ 15

If the amount of commission payable to the trade representative is not agreed, the commission shall be determined on the basis of the payment of a similar or similar function in the seat of the Trade Representative. If the size of the commission cannot be so imposed, the trade representative shall be entitled to a reasonable commission, taking into account the circumstances.

Provision shall be calculated from the purchase price to be paid by the purchaser. However, the cash discount granted shall not be counted as a reduction in the purchase price, nor of cargo, packaging, duty, premium, tax or any other additional cost, unless this cost is based on an agreement with the purchaser. Separately specified in the invoice sent.

ARTICLE 16

When the trade representative has been charged with the collection of charges, he shall keep the funds received separately from other funds. The trade representative shall have the right to a specific reasonable fee for the collection of the fees, unless the commission of the trade representative is intended to provide compensation for this task as well.

A fee of the trade representative under Article 1 shall be payable once the fee has been paid.

§ 17

If the Trade Representative undertakes to reply to the principal, that the third person fulfils the obligations arising from the agreement (delcredere), the undertaking shall be valid in writing. The undertaking may relate only to a specific contract or agreements with a specified third person. The trade representative shall be responsible for such a commitment, such as his own debt.

A trade representative shall be entitled to a specific reasonable fee for the contingent liability referred to in paragraph 1.

A fee of the trade representative under Article 2 shall be carried out when the contract with the third person has been concluded.

ARTICLE 18

The trade representative shall be entitled to receive special compensation for the costs of the measures required for the proper performance of the representation agreement. However, compensation shall not be payable if the costs have been borne by the representative of the trade representative.

§ 19

The Trade Representative is entitled to receive a premium on a monthly basis from the principal in respect of contracts for which, according to Articles 10 or 11, he is entitled to a commission.

The Provisional calculation shall include those contracts which, according to Article 12 of the last calendar month, have been authorised by the Trade Representative to commission. For each contract, the amount of the commission to be counted in favour of the trade representative or, if the commission is not credited, shall be indicated.

If, on the basis of the information shown after the commission calculation, it is established that the trade representative has lost all or part of his entitlement to a commission in respect of a given contract, the client may, in a subsequent calculation, read: Commission amount.

The trade representative shall not be able to waive the right conferred on him under paragraphs 1 and 2. However, the parties may agree that the commission step shall be given to the trade representative within one month of the end of the calendar quarter during which the right to the commission arose.

§ 20

The trade representative shall have the right to obtain from the client the head of the client's accounts and any other information necessary for the verification of the commission step.

If the client refuses access to the information referred to in paragraph 1, or where there are reasonable grounds for suspecting that the calculation or information is incomplete or incorrect, the Court of Auditors shall appoint (17/01/2015) Shall have the right to verify the accounts of the principal to the extent necessary to establish the extent to which the representative is entitled to commission. (18.09.2015/1164)

L to 16/04/2015 (2) shall enter into force on 1 January 2016. The previous wording reads:

If the client refuses to provide the information referred to in paragraph 1 or, where there are reasonable grounds for suspecting that the calculation or information is incomplete or incorrect, by the adoption of a trade representative by the Chamber of Commerce or Chamber of Commerce, The auditor shall be entitled to inspect the accounts of the principal to the extent necessary to establish the extent to which the representative is entitled to commission.

A contractual condition restricting the right of a trade representative under this Article shall be null and void.

ARTICLE 21

If the claim resulting from an agency relationship would otherwise be jeopardised, the Trade Representative shall retain the documents, samples, templates and articles of the principal which he/she has acquired as a result of his/her duties, as well as the On the basis of the mandate of the Head of State, he has inherited from a third person until he or she has paid or lodged a guarantee from the trade representative.

Disclosure of the delegation agreement
§ 22

The term of office shall cease when the agreed time has elapsed. If, according to the condition of the contract, the contract ceases only when it is terminated before the end of the term of the contract, the contract shall, unless the termination of the contract has been submitted, be deemed to be valid for the time being.

If, at the end of the period of validity of the delegation agreement concluded for a limited period, without an explicit agreement, the delegation relationship shall be extended, the contract shall be deemed to be extended for the time being.

ARTICLE 23

The agency contract currently in force may be terminated after termination. When the contract is terminated during the first year of the contract, the period of notice shall be one month. After that period, the period of notice shall be extended by one month for each contract year starting. However, the maximum period of notice is six months.

The parties may not agree in advance on a shorter period of notice than that provided for in paragraph 1. However, the period of notice to be applied by the Trade Representative may be agreed for three months, even though the representation agreement has been in force for more than three years.

If the parties agree on a longer period of notice than that provided for in paragraph 1, the period of notice in the event of termination of the contract shall not be possible for the trade representative to be shorter than the contract to be respected by the trade representative Period of notice.

The period of notice shall be calculated from the end of the calendar month during which the termination shall be made to the party.

§ 24

If the property of the principal or the commercial agent is declared bankrupt, the representation agreement shall be deemed to have lapsed on the date on which the application for bankruptcy was lodged with the court.

ARTICLE 25

Regardless of the validity of the period of validity and notice of the contract of representation, the Contracting Party may immediately terminate the contract if it is required to do so. This is the reason for the failure to act by another party or any other behaviour which, according to the fairness of the contract, cannot be invoked by reason of any extension of the contractual relationship.

The Contractor may, if the circumstances do not give rise to any other assessment, terminate the contract of representation, in particular in the following cases:

(1) when the other party has been misled at the time of the conclusion of the representation contract;

(2) when the other party does not consent to the requirement to comply with the written form provided for in Article 3 by the contractor;

(3) when the other party has committed a serious infringement of the interests of his contractual partner or which, by the way, has led to the fact that the other party has been justifiably shaken up; or

(4) where the other party has failed to fulfil its obligations under the delegation agreement.

If he has not used it without undue delay after having received the information on the grounds for landing or, where the justification is continuous, the right to terminate the delegation contract, the delegation agreement shall lapse.

§ 26

However, unless the landing criterion provided for in Article 25 is established, the Contracting Party may terminate the contract prematurely, but he shall be obliged to compensate the other for the resulting injury.

A trade representative shall not, before the termination of an agency contract, have the effect of waiving the right to compensation under paragraph 1.

§ 27

If the termination of the representation agreement referred to in Article 25 has been due to the deliberate or negligent procedure of the other party, or the contract has lapsed as a result of another bankruptcy, his contractual partner shall be entitled to compensation for that loss, Has been caused by the premature termination of the contract.

ARTICLE 28

Once the contract of representation has ceased, the commercial agent shall have the right to obtain redress from the client if and to the extent that:

(1) the trade representative has acquired new customers or significantly extended trade to the client with previous customers and confers a significant advantage on the client during or after the termination of the contract; and

(2) the credit may be considered as a reasonable amount of commission and all other relevant factors taken into account by the trade representative for contracts with customers referred to in paragraph 1.

The trade representative shall be entitled to a refund of up to a maximum amount equal to one year's fee of the trade representative, calculated on the basis of the average of the last five years of fees. When the representation agreement has been in force for a shorter period than five years, the average amount of fees shall be calculated on the basis of the premiums paid over the entire duration of the contract.

If the contract of representation has ceased as a result of the death or bankruptcy of a trade representative, the credit in accordance with paragraphs 1 and 2 shall be part of his death or bankruptcy.

The performance of the rebate shall not prevent the trade representative or his/her death or bankruptcy claiming damages on the basis of a breach of the contract.

A contractual condition which, before the termination of the contract, shall be limited to the right to compensation provided for in this Article shall be null and void.

§ 29

The Trade Representative shall not be entitled to compensation if:

(1) the client has terminated or dismantled the representation contract on the basis of the negligence or behaviour referred to in Article 25 of the Trade Representative;

(2) the trade representative has terminated or dismantled the representation agreement; or

(3) The trade representative, with the consent of the principal, has transferred the rights and obligations arising from the representation agreement to another person.

Notwithstanding the provisions of paragraph 1 (2), the representative of the trade representative shall have the right to compensation, after termination or withdrawal of an agency contract, if there has been a legitimate reason for the dismissal or termination of an agency contract. Or, unless the trade representative can reasonably be expected to continue operating as a result of his age, impaired health or illness.

The trade representative shall lose his right to compensation unless, within one year of the cessation of the representation agreement, he/she notifies the client of his claim for compensation.

A contractual condition which, before the termination of the contract, shall be limited to the trade representative's right under this Article shall be null and void.

ARTICLE 30

In the event of termination, bankruptcy, dissolution or any other reason, the trade representative shall be obliged, until the Head of the Office, his/her guardian or his successors or his bankruptcy, to supervise the principal Or in the interests of his or her nest, to take the necessary measures to ensure the protection of the principal or his or her nest, unless there is a significant cost or disadvantage to him.

ARTICLE 31

A contract limiting the trade representative's activities after the termination of an agency contract shall be binding on the Trade Representative only to the extent that it:

1) has been written in writing;

(2) concerns the territory or group of customers addressed to the Trade Representative; and

3) applies to goods of the same kind as the agency contract.

The contractual clause stipulating that the contract referred to in paragraph 1 shall be valid for a longer period than two years from the end of the representation agreement shall not be binding on the trade representative for a period of two years.

CHAPTER 3

Qualification of the trade representative and the relationship of the principal to a third person

ARTICLE 32

A trade representative may only conclude agreements on behalf of the client if he is authorised to do so.

If the Head of State has handed over the forms provided by the representative to the Trade Representative, which may be deemed to be intended to be intended, as proof that the contract has been terminated on the basis of a decision taken by a representative, The agreement is, in the same way, binding on the client, as if he had expressly authorised the representative to terminate the contract.

§ 33

If, on behalf of the client, the Trade Representative has concluded an agreement on behalf of the client without authorisation or exceeding his mandate, the principal shall, unless he wishes to accept the agreement, without undue delay after obtaining the information from the contract to the third person. If the client does not do this, he will be deemed to have accepted the contract.

§ 34

If the client does not wish to accept the offer received by the trade representative, he shall, without undue delay after receiving the offer or after receiving the information, inform the tenderer of its content. If the client does not do this, he will be deemed to accept the offer.

Paragraph 1 shall not apply where the trade representative and the offeror have agreed otherwise.

ARTICLE 35

If a third person has made an offer to the Trade Representative and has sent it to the client, the tenderer shall have the same right to inform the client of the withdrawal of the offer as if he had sent an offer.

Paragraph 1 shall not apply where the trade representative and the offeror have agreed otherwise.

§ 36

If the trader has negotiated with the trade representative for the purchase or sale on the account of his movement and he/she receives a notice from the Head of State in which, with reference to those negotiations, he/she notifies the An offer or a contract concluded with a representative, the trader shall, if he wishes to rely on the fact that he has not made any offer or has terminated the contract, or that the content of the tender or contract is in the declaration Incorrectly presented, without undue delay, inform To the client. If the trader fails to do so, he shall be deemed to have approved a contract with the content of the contract which he received from his client.

Paragraph 1 shall not apply if the principal knew or should have known that the offer or contract described in the notification was not concluded or that the content of the tender or contract was erroneously explained, and not if: The trader may show that the notification was incorrect.

ARTICLE 37

Although the Trade Representative has the right to terminate the contract, he does not have the right to charge fees for the goods sold, to grant a deferral or a price reduction after the termination of the contract, or to make any other changes to the contract.

If the client has been informed that the trade representative has not been authorised to take the measure referred to in paragraph 1, once the contract has been terminated by the agent or in the territory referred to in Article 10, or , and if the client does not wish to accept the measure of a representative, he shall, without undue delay, inform the third person. If the client does not do this, he shall be deemed to have adopted the measure.

ARTICLE 38

A trade representative may receive, on behalf of the client, a defect in the goods or a communication on the execution of a deficiency or a delay in the delivery of the contract, if the contract has been terminated with his contribution. Or within the territory or with a client who has been assigned to him in accordance with Article 10. However, without the head of the principal, the representative shall not have the right to decide on such a declaration, even though he may decide to conclude binding agreements with the client.

CHAPTER 4

Sales men

ARTICLE 39

Sales man For the purposes of this law, a worker who, in his representation agreement with his employer, committed to promoting the sale of goods within the meaning of Article 1 by travelling in different localities or visiting customers; In the place where the employer's movement is located. A salesman does not carry goods for sale with him.

ARTICLE 40

The legal relationship between the seller and the employer shall be governed by the contract law (32070) Unless otherwise provided for in this Act.

Contract L 320/1970 Has been repealed by the Employment Contract 555/2001 .

ARTICLE 41

Articles 2 to 4 and 7, Article 8 (1) to (4) and Articles 32 to 38, 44 and 45 respectively shall apply to the sales man and employer.

ARTICLE 42

Where the sales man's fee is paid in full or in part as a commission, the provisions of Articles 10 and 11, Article 12 (1), Article 13 (1), Article 15, Article 19 (1) and (2) and Article 20 (1) and (3) shall apply.

Before the termination of the contract, the sales man may not, by virtue of the inclination of the contract, waive the right of commission under Article 11 (1) to commission a contract for which an offer has been made to the client after the termination of the contract.

ARTICLE 43

The seller has the right to receive special compensation for travel, postal, telegrams, telephone and comparison expenses and daily subsistence allowances. The employer is obliged to perform the necessary advance on his expenses and on the travel allowance at the request of the seller.

CHAPTER 5

Other provisions

ARTICLE 44

Where the declaration, pursuant to Article 9 (2) or Article 29 (3) of the Trade Representative, pursuant to Article 9 (2), Article 33, Article 34 (1) or Article 37 (2) of the Executive Officer, or by Article 36 (1) of the trader, shall: In an appropriate manner, the consignor may rely on the notification, even if it is late, distorted or would not arrive.

ARTICLE 45

This Act shall enter into force on 1 November 1992. It repeals the Law of 30 May 1975 on trade representatives (209/75) With its subsequent modifications.

Before the entry into force of the law, this law shall apply from 1 January 1994. Until then, the previous provisions shall apply unless otherwise agreed.

HE 201/91, on tv. 6/92

Entry into force and application of amending acts:

18.9.2015/1164:

This Act shall enter into force on 1 January 2016.

THEY 254/2014 , TaVM 34/2014, EV 371/2014