Law Commission (2009:865)

Original Language Title: Kommissionslag (2009:865)

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Read the untranslated law here: http://rkrattsbaser.gov.se/sfst?bet=2009:865

The scope of the law



section 1 of this Act applies mandate to on behalf of another person

but in his own name, sell or purchase goods.



Those who have undertaken the mission called the Commissioner. The for

whose behalf the sale or purchase will be called

kommittent. If the contract falls within the scope of one of the

the Commissioner carried out trade, called

the Commissioner Trade Commissioner. The Commissioner's and

kommittentens agreement is called a contract under which Commission is payable.



Relating to the mission financial instruments, the

not 10, 12, 33, 34 and 39 to 42 sections.



Freedom of contract and law's binding effect



2 § If kommittenten is a consumer and the Commissioner is

Trade Commissioner, are terms in comparison with

the provisions of this Act to the detriment of kommittenten

no effect against it. However, this does not apply to assignments where

kommittenten is a Professional client in accordance with Chapter 8. section 17 of the

Act (2007:528) on the securities market. With consumer

means a natural person who is acting primarily for purposes

outside business activities.



In cases other than those covered by the first subparagraph

contract terms before the provisions of this Act, unless the

otherwise provided by law.



With contract terms on an equal footing, for the purposes of applying the first and

second subparagraphs, practices that have been trained by the parties and

commercial use or any other practice that must be considered binding on the

the parties.



Contract under which Commission is payable by passivity



section 3 of The Trade Commissioner, who receives a request to perform

a mission that falls within the scope of

Commission business from someone who the Commissioner

standing in a business relationship with, shall without delay communicate this

If the Commissioner does not want to accomplish the mission. Otherwise,

should the Commissioner be considered to have undertaken the mission.



The Commissioner's responsibilities



section 4 of The Commissioner correctly when the mission fulfilled the

kommittentens interest. The Commissioner will follow

kommittentens instructions, inform the reasonable

this if such circumstances that may be relevant to the

Mission and promptly leave message to the contracts

concluded with third parties on behalf of kommittentens.



A Trade Commissioner need not disclose with whom agreements have

concluded, but when kommittenten under section 27 has the right to take

over the Commissioner's claims against third parties.



5 § If kommittenten have set a minimum price at

sale or a high price when purchased or given other

instructions for the assignment and the conditions are such that

the instructions can not or should be followed, to the Commissioner

When it seems reasonable to request new instructions.



A Commissioner in the cases referred to in the first subparagraph

can't get new instructions in time to interrupt the execution of the

the mission. There are specific reasons to presume that kommittenten

still would like to see the mission is carried out, to the Commissioner

However, do it in a way that is appropriate.



section 6 of A Commissioner to look after kommittentens property well. A

Trade Commissioner should, if necessary, have an

non-life insurance.



Is kommittentens are not individualized, should

the Commissioner will keep them separate from other articles of the same

kind, unless kommittenten has expressly agreed to the

confused. The same applies if a Trade Commissioner takes

against the kommittentens money.



The Commissioner shall provide accounts of their mission.



section 7 A Trade Commissioner who, in his notice under section 4 of the

If agreements are not indicated with whom an agreement has been concluded

responsible in relation to kommittenten to contract

are fulfilled.



section 8 a Commissioner in its communication in accordance with paragraph 4 of

incorrectly stated that a contract has been concluded is responsible in

compared to kommittenten to the reported agreement

are fulfilled. The same applies to a Commissioner without fog

recognised third parties deferred the performance of a contract.



Kommittentens obligations



9 § kommittent shall in advance provide the property

with which the Commissioner shall carry out an agreement with the third

man.



section 10 Is a Commission mission permanently, a kommittent

which provides that the Mission's scope will be

significantly less than what the Commissioner had reason to

expect immediately inform him.



A Trade Commissioner entitled to Commission



section 11 of The Trade Commissioner during the mission period included

agreement with third parties on behalf of kommittentens has the right to

commissions on contracts.



A Trade Commissioner who has been assigned a specific area

or a specific clientele is entitled to Commission on commercial transactions also

as kommittenten under mission time has entered into with a third

man who belongs to the range or clientele. The same applies to

agreements concluded by another Commissioner that takes its

commissioned by kommittenten.



If the brokerage Commission in size is not specified in the contract, the

it to a reasonable amount.



Comply with a Trade Commissioner after self entry according to § 19

or for any other reason in relation to the

kommittenten an achievement, the Commissioner has the same right

to the Commission that if the achievement had been completed by third

man.



section 12 of A Trade Commissioner who has had a lasting

missions are entitled to Commission even on agreements concluded

After the mission came to an end, if



1. conclusion of the contract in such circumstances as stated in

section 11 and the Commissioner or kommittenten has received

third party offer during contract period, or



2. the agreement has come about mainly through

the Commissioner's participation in the mission period, and has concluded

within a reasonable time after the mission ended.



section 13 A Trade Commissioner is entitled to Commission only in

the extent to which third parties have complied with the agreement. If a third party

non-execution of the agreement depends on kommittenten

or any relationship at his side, affects

the failure, however, not the Commissioner's right to

commissions.



Contractual terms in comparison with the first paragraph is to

the disadvantage of the Commissioner is without effect against him.



The Commissioner's right to compensation for performance of contracts

and other expenses



section 14 If a Commissioner herself has been fulfilling the agreement with

third parties that the Commissioner has entered into for kommittentens

count, the Commissioner has the right to compensation from the

kommittenten for this. The Commissioner completed the agreement

up front without kommittentens consent, the Commissioner

However, the right to compensation only if a third party in the corresponding

Mon has complied with the agreement.



If the Commission is not paid or is not intended to

include reimbursement of expenses, has the Commissioner correctly

to reimbursement of such expenditure has moved the mission

and been reasonable.



The Commissioner's interests



section 15 of the security for a claim on the Commission or other

compensation of kommittenten have a Commissioner mortgages on

kommittentens goods to the Commissioner on the occasion of the

the Mission has purchased or received for the purposes of sale, if

the Commissioner has the goods in his possession, or under the

the corresponding control.



The Trade Commissioner also has a lien for a claim

According to the first paragraph of the goods purchased by the Commissioner

or receive for sale on the occasion of another

Commission mission for kommittenten than the one in which the claim has

raised, if the contract falls within the scope of a

kommittenten economic activity engaged in.



A Commissioner who sold kommittentens products have mortgages on

claims of third parties, unless the Commissioner would have had

lien on the goods if they had been sold. Equivalent terms

in the case of a claim of a third party on the delivery of purchased

goods.



The Commissioner's Lien expires, if kommittenten set

acceptable collateral for the debt.



section 16 of the Commissioner may realize his pledge in accordance with section 15 of the

to cover its secured debt, when it claims that the pledge

constitute security for has expired or when a

other event has occurred which, according to the agreement between the parties

entails the right to realise the pledge.



If the mortgage is valid for goods that are subject to rapid

destruction or deterioration or require too costly

care, they may be realized sooner than the first

paragraph.



The pledge is to be sold at auction. Financial instruments and

currency may also be sold or realized by

the settlement, if it is done on a commercially reasonable manner. A

claims of third parties shall if possible be recovered, if it is

due.



The Commissioner shall, if possible, notify

kommittenten before realization. However, this does not apply in the

cases referred to in the third paragraph, second sentence.



If kommittenten is in bankruptcy, the chapter 8. section 10 of the Bankruptcy Act

(1987:672) instead of this section.



section 17 If a Commissioner is not at the right time have received commissions

or other compensation of kommittenten or if there is

strong reasons to believe that any compensation will not

left, the Commissioner has the right to security for their

claim withholding material and documents belonging to the

kommittenten and that the Commissioner has received for that

carry out the mission. Powers of Attorney and other documents of

utmost importance to kommittenten, however, should not be held

inside.



The Commissioner's right to withhold material and documents

expires, if kommittenten set acceptable security for

claim.



The Commissioner's padding right



section 18 A Commissioner who has purchased goods for kommittentens

Bill and sent them on to kommittenten get to

ensure the option under paragraph 15 prevent

the goods are handed over to kommittenten. The same applies to goods

as the Commissioner has held for sale and sent

back to kommittenten.



The first subparagraph shall also apply if the kommittenten has received

transport document relating to the goods.



Self entry and combination



19 § Performed a Commission mission in competition with several

buyers or sellers, the Commissioner has the right to own


sheet enter as buyers or sellers of goods

(self entry) or to perform two or more kommittenters

missions against each other (combination). In other cases,

self entry or combination occur only if kommittenten

explicitly approved this. Such approval is needed

unless kommittenten is an equal counterpart under 8

Cape. section 19 of the Act (2007:528) on the securities market.



If self entry or combination has been referred to in the first

subparagraph, shall the Commissioner inform kommittenten about this in

its communication in accordance with section 4 of contractual agreements.



If kommittenten is a trader and the mission does not fall

in an area which forms an integral part of the

economic activities, are terms in comparison with

This section is to the detriment of kommittenten no effect

against this. However, this does not apply if kommittenten is a

Professional client pursuant to Chapter 8. 16 or section 17 of the law on

the securities market.



Accounting for price



section 20 of The Commissioner is to kommittenten account the price

agreed with third parties or, in the case of self-entry or

combined, the price that the Commissioner has approved or

particularly.



Has the Commissioner after the Mission of the Commission was

against entered into an agreement that would mean something like execution of

the mission, the reported price must not be less

beneficial to kommittenten than in this agreement. This

does not apply if the Commissioner indicates that the agreement does not

concluded on the occasion of the kommittentens mission.



Refers to the assignment of financial instruments or other goods

switches rapidly in price, the reported price is not to be

less favourably for kommittenten than was the open price

When the Commissioner left his message in accordance with section 4 of

contractual agreements or when it safely

documented that the Mission has been carried out. Of the message or

documentation shall specify on what day and at what

time at which the message was delivered or the documentation

established.



If kommittenten is a trader and the mission does not fall

in an area which forms an integral part of the

economic activities, are terms in comparison with

This section is to the detriment of kommittenten no effect

against this. However, this does not apply if kommittenten is a

Professional client pursuant to Chapter 8. 16 or section 17 of the Act

(2007:528) on the securities market.



In section 44 provides for a kommittent that would require

another award is presented to inform the Commissioner that

within a certain period of time.



section 21 Kommittenten is entitled to receive from the Commissioner

information on the prices that can be relevant for a determination as to

According to section 20, second paragraph.



If kommittenten is a trader and the mission does not fall

in an area which forms an integral part of the

economic activities, are terms in comparison with

This section is to the detriment of kommittenten no effect

against this. However, this does not apply if kommittenten is a

Professional client pursuant to Chapter 8. 16 or section 17 of the Act

(2007:528) on the securities market.



Kommittentens right to reject an agreement



section 22 A kommittent should reject an agreement that the Commissioner

have concluded, if



1. the Commissioner has acted oredligt against kommittenten,



2. the Commissioner has been careless at the conclusion of the

or then and kommittentens interest as a result of this

have neglected essential, or



3. the Commissioner has, pursuant to section 19 of the självinträtt without

kommittenten left the necessary approval.



If kommittenten is a trader and the mission does not fall

in an area which forms an integral part of the

economic activities, are terms in comparison with

the first paragraph is to the detriment of kommittenten no effect

against this. However, this does not apply if kommittenten is a

Professional client pursuant to Chapter 8. 16 or section 17 of the Act

(2007:528) on the securities market.



In section 44 provides for inadmissibility of agreements

communicated to the Commissioner within a certain period of time.



Kommittentens ownership of Commission goods



23 § kommittent remains the owner of the goods supplied

to the Commissioner for sale until

the transfer of ownership takes place to third parties or, in the case of self-entry,

to the Commissioner.



Kommittenten becomes immediately owner of goods

the Commissioner has purchased on behalf of kommittentens.



A claim against the third party because of his agreement with

the Commissioner is reserved for the kommittenten in front of

the Commissioner's creditors.



The right of third parties on the basis of the agreement with the Commissioner



section 24 of the agreement between the Commissioner and the third parties

a third party acquires the right to the Commissioner but not to

kommittenten.



Acquires third to a given product, is the product with the contract

reserved to third parties before the Commissioner's creditors.



section 25 Is a third party acting as consumer bought a

one Commissioner, have third parties entitled to against kommittenten

draw the same claims due to defects in the product that he or she

can claim against the Commissioner, if the Commissioner

and kommittenten, traders and the circumstances in General

are those referred to in paragraph 46 the consumer protection act

(1990:932). What is said in paragraph 46

the Consumer Protection Act does not apply in this case.



A third man who by virtue of section 46 the consumer protection act has the right

to pursue remedies against a Commissioner in previous säljled may

make the same claims against his kommittent, if

kommittenten is professional.



The provisions of paragraph 46 the consumer protection act if

complaints in respect of claims against traders in

previous säljled also applies when a third party wants to direct

claim against someone who is kommittent.



Sale in violation of the agreement of the Commission,



section 26 the Commissioner to a third party sold a product

the Commissioner had for sale on condition that significantly

contrary to kommittentens interest, or the Commissioner

the sale has been oredligt against kommittenten, may

third party nevertheless entitled to the product, even if third parties at

the sale either knew or should have known this.

The same applies if the Commissioner has sold the product

the Commissioner had for kommittentens Bill, despite the fact that

the Commissioner's mandate had ended and the Commissioner

therefore not allowed to sell the product.



If the agreement of the Commission, has been discontinued as a result of

kommittenten bankrupt, to a sale

the Commissioner carried out not because of the first subparagraph, second

sentence have greater activity against the estate than it would have

had on kommittenten self made it. The agreement has been terminated

as a result of the Commissioner in bankruptcy, may

third parties do not invoke the lack of knowledge about the bankruptcy of

further extent than would have been possible if the article had been

the Commissioner.



Kommittentens the right to take over the Commissioner's claims against

third parties



27 § kommittent may take over the claim against third parties on

because of the agreement that the Commissioner has entered into with third parties

for kommittentens count. At the Trade Commission may

kommittenten take over the claim only if the third party is in

delays in their payment or delivery or if

the Commissioner has failed in its accountability,

acted oredligt against kommittenten or been declared bankrupt.



Before kommittenten may take over the claim against third parties should

the Commissioner shall be informed. If the Commissioner so requires, be

kommittenten also first pay or provide security for

such a claim that the Commissioner has a lien under section 15

third paragraph.



If the Commissioner has completed payment of third parties

or delivery to kommittenten, not kommittenten may take

over the claim against third parties.



section 28 A kommittent seeking a claim against a third

to provide security for what a third party may be required

to pay or deliver to the Commissioner pursuant to section 30 of the

the first subparagraph, if the third party request such security.



Security within the meaning of the first subparagraph do not need to be asked, if

kommittenten displays the written consent of

the Commissioner that kommittenten has the right to make

claim the applicable or if the Commissioner has informed the

third parties about this.



section 29 Has a third party paid or delivered to the

the Commissioner for the execution of the agreement with him, despite the fact that

According to § 27 kommittenten had taken over the Commissioner's

claims, the payment or delivery is yet to

kommittenten, if the third party neither knew or had reasonable

reason to suspect that the Commissioner no longer had

make the claim valid.



section 30 of the third party Has paid or delivered to the kommittenten

for the execution of the agreement with the Commissioner, even though

the Commissioner had retained the right to make the claim sought;

terms of payment or delivery yet against the Commissioner,

to the extent that it has not suffered damage of that payment or

the delivery has taken place to kommittenten.



Kommittenten have relied on the written consent of

the Commissioner that kommittenten has the right to make

claim regarding or the Commissioner made an

notice to third parties, and it turns out then

consent or notice was invalid, the third

man's payment or delivery yet against the Commissioner, if

third party neither knew or had reasonable grounds to

suspecting the circumstance which entailed invalidity. The

does not apply if the Act was invalid due to

any circumstance referred to in section 17 of the Act (1936:81) if

debt securities.



The third man's right to set-off



section 31 of the Commissioner for payment of sales

third parties may settle with a counterclaim of

the Commissioner even though third parties when motfordringen was incurred

knew that the Commissioner acted on behalf of others.

Settlement may also be done with a counterclaim of kommittenten in

the extent that the Commissioner does not suffer by such

set-off.



Against claims by kommittenten on payment of a claim on the

purchase price may third to settle with a counterclaim of


kommittenten. Settlement may also be done with a counterclaim of

the Commissioner, if the counterclaim was acquired before third parties

knew or had reasonable grounds to suspect that

the Commissioner no longer had to rely on the claim. If

counterclaim due after that date and

After the date on which the claim against a third party, may

However, the settlement does not take place.



Termination of Commission



32 § If kommittenten withdraws or the Commissioner disclaims

to the mission, the agreement of the Commission, even if

the revocation or resignation are made free of fog.



In section 43 provides for damages.



33 § On a permanent Commission contract has not been concluded for

given time, the Commissioner may cancel or kommittenten

the agreement to expire after the period of notice specified in

second paragraph.



During the first year of the contract period is the period of notice a

month. The notice period will be extended by one month for each

started the year of assignment time until the period of notice

amounts to six months. The parties may however agree to

dismissal by the Commissioner may be made with the three-month

notice period even if the assignment has lasted for three years or

longer.



The parties may, after the date of termination has taken place, the contract of

shorter notice than what is said in the second paragraph.



If the parties agree on longer periods of notice than what is being said

in the second paragraph, the period of notice shall not be less in

termination from kommittentens page than upon termination from

the Commissioner's page.



The notice period shall be calculated from the end of the calendar month in which the

the dismissal took place.



§ 34 a Commission contract concluded for a fixed period expires

at the end of the contract.



If the parties continue the relationship of the Commission after

the end of the contract, the contract is then considered to be a non

fixed-term contracts. In the calculation of the period of notice referred to in

33 section for such an agreement should take into account all the time

as the relationship has lasted.



Contractual terms in comparison with the other piece is to

the expense of any of the parties is ineffective against him.



section 35 the Commissioner or kommittenten may cancel

Commission agreement with immediate effect, if



1. the other party has not fulfilled its obligations under the

agreement or this Act and this is essential

for the second, and the defendant knew or should have known

This, or



2. otherwise, there is an important basis on which to withdraw from the contract

early.



Contractual terms in comparison with the first paragraph is to

the disadvantage of the Commissioner is without effect against him.



In section 45 provides for notice of termination in accordance with

the first paragraph.



section 36 if the Commissioner or kommittenten declares bankruptcy,

the agreement of the Commission ceases to apply.



Despite kommittentens bankruptcy may the Commissioner make the mission

applicable for the period until the end of the day after the then-

the bankruptcy order was announced in post-och Inrikes Tidningar, if

the Commissioner has not previously knew or should have known

to the bankruptcy.



37 § has ceased to Commission agreement, the Commissioner,

until kommittenten can defend their interests,

take such measures as are necessary to protect

kommittenten against loss, unless for production

significant costs and inconvenience to the Commissioner.

The Commissioner is entitled to reasonable compensation for

measures.



38 § When Commission agreement has expired, the property

the Commissioner has received in respect of the mission left

to kommittenten. The Commissioner may, however, exercise its

security interest and padding right under 15-18 sections.



A Trade Commissioner the right to severance pay



section 39 When a permanent Commission agreement has been terminated, has a

Trade Commissioner the right to severance pay, in so far as



1. the Commissioner has added kommittenten new customers or

significantly increased trade with the existing clientele and

kommittenten will have a significant advantage of this, and



2. severance pay is reasonable having regard to the

circumstances, in particular the Commissioner's loss of

Commission on commercial transactions with the customer in 1.



Severance pay shall not exceed an amount

corresponds to an annual Commission, based on an average

over the last five years or the duration of that mission

has lasted.



Contractual terms in comparison with this section is to

the disadvantage of the Commissioner is without effect against him.



section 40 of The Trade Commissioner does not have the right to

the transitional allowance provided for in section 39, if



1. kommittenten has terminated the agreement of the Commission, on the basis of

the Commissioner, either intentionally or by negligence

a serious breach of its obligations to the kommittenten

and disregard gives kommittenten the right to terminate the agreement

with immediate effect in accordance with paragraph 35 (1);



2. the Commissioner, in agreement with the kommittenten has

relinquished Commission mission to someone else.



Contractual terms in comparison with the first paragraph is to

the disadvantage of the Commissioner is without effect against him.



section 41 A Trade Commissioner who has denounced a

contract under which Commission is payable is entitled to severance pay in accordance with section 39,

only if the



1. termination based on a circumstance at kommittentens

page that gives the Commissioner the right to terminate the agreement with

immediate effect under section 35, or



2. because of the Commissioner's age or disease or

similar circumstances not reasonably may be required to

Commission activities be continued.



Contractual terms in comparison with the first paragraph is to

the disadvantage of the Commissioner is without effect against him.



42 § A Trade Commissioner who does not within one year from the

Commission agreement came to an end in a communication to the

kommittenten claims the right to severance pay to lose

their right to such compensation.



Contractual terms in comparison with the first paragraph is to

the disadvantage of the Commissioner is without effect against him.



Damages



43 § kommittent or Commissioner who has not completed

their obligations under the agreement or this Act, the Commission

to replace the other party the damage thereto,

unless he shows that this is not due to negligence on

his side.



Has the agreement of the Commission expired as a result of the

the bankruptcy of one party, the other party has the right to

compensation for the loss relating thereto.



In section 45 provides for requirements on compensation to

communicated to the other party within a certain time.



Notice of price accounting and expulsion



44 § kommittent that would require a different price from the one that

the Commissioner has reported notify the Commissioner accordingly

within a reasonable time and no later than two years after the kommittenten

knew or should have known the facts

because of the requirement.



A kommittent who want to reject an agreement to notify

the Commissioner without delay after the kommittenten

knew or should have known the facts

basis for the rejection.



The first and second subparagraphs shall not apply if the Commissioner is

acted with gross negligence or in breach of faith and honour.



Notice of termination and damages



45 § A Commissioner or kommittent as referred to in section 35 would

terminate the Commission agreement with immediate effect or under

43 § claim damages shall notify the other party within

a reasonable time and no later than two years after he knew or

should have realized the circumstances which are the basis for

termination or requirement. However, this does not apply if the

other party has acted with gross negligence or in breach of the

faith and honor.



The risk of some messages



section 46 Has a message from the Commissioner under 3, 42

or section 45 or a message from kommittenten under 44

or 45 § dispatched appropriately, may

the message invoked although it has been delayed, defaced

or not come forward.



Statute of limitations



section 47 in respect of the period of limitation applicable limitation Ordinance

(1981:130).



Non-competition clauses



48 § an agreement between the Commissioner and kommittenten that

the Commissioner will not operate after the

the agreement of the Commission, has been discontinued (non-compete obligation) is

binding on the Commissioner, only



1. If the non-compete obligation is established in writing, and



2. to the extent that the non-compete obligation relating to the scope or the

clientele that are assigned to the Commissioner and the kind of

goods which the agreement applies.



Notwithstanding the first subparagraph 1, the Commissioner may invoke a

oral agreement on incentives in a non-compete obligation.



The Commissioner is not bound by a non-compete obligation anymore

than two years from the Commission of the agreement has been terminated.



This paragraph shall not prevent the adoption Act (1915:218) concerning agreements and

other legal acts on property law applied

on a non-compete obligation.



Transitional provisions



2009:865



1. This law shall enter into force on 1 October 2009, when the law

(1914:45) of the Commission shall be repealed.



2. in the case of Commission agreements concluded and

for acts that have taken place before the entry into force of the law

apply older provisions.