Commercial Agents (Council Directive) Regulations 1993

JurisdictionUK Non-devolved

1993No. 3053

COMMERCIAL AGENTS

The Commercial Agents (Council Directive) Regulations

1993

7thDecember1993

8thDecember1993

1stJanuary1994

ARRANGEMENT OF REGULATIONS

PART I

General

Regulation

1 Citation, commencement and applicable law

2 Interpretation, application and extent

PART II

Rights and Obligations

3 Duties of a commercial agent to his principal

4 Duties of a principal to his commercial agent

5 Prohibition on derogation from regulations 3 and 4 and consequence of breach

PART III

Remuneration

6 Form and amount of remuneration in absence of agreement

7 Entitlement to commission on transactions concluded during agency contract

8 Entitlement to commission on transactions concluded after agency contract has terminated

9 Apportionment of commission between new and previous commercial agents

10 When commission due and date for payment

11 Extinction of right to commission

12 Periodic supply of information as to commission due and right of inspection of principal's books

PART IV

Conclusion and Termination of the Agency Contract

13 Right to signed written statement of terms of agency contract

14 Conversion of agency contract after expiry of fixed period

15 Minimum periods of notice for termination of agency contract

16 Savings with regard to immediate termination

17 Entitlement of commercial agent to indemnity or compensation on termination of agency contract

18 Grounds for excluding payment of indemnity or compensation under regulation 17

19 Prohibition on derogation from regulations 17 and 18

20 Restraint of trade clauses

PART V

Miscellaneous and Supplemental

21 Disclosure of information

22 Service of notice etc

23 Transitional provisions

The Secretary of State, being a Minister designated ( a) for the purposes of section 2(2) of the European Communities Act 1972 ( b)in relation to measures relating to relations between commercial agents and their principals, in the exercise of the powers conferred by him by that section, hereby makes the following Regulations:

PART I

GENERAL

Citation, commencement and applicable law

1.-(1) These Regulations may be cited as the Commercial Agents (Council Directive) Regulations 1993 and shall come into force on 1st January 1994.

(2) These Regulations govern the relations between commercial agents and their principals and, subject to paragraph (3), apply in relation to the activities of commercial agents in Great Britain.

(3) Regulations 3 to 22 do not apply where the parties have agreed that the agency contract is to be governed by the law of another member State.

Interpretation, application and extent

2.-(1) In these Regulations-

"commercial agent" means a self-employed intermediary who has continuing authority to negotiate the sale or purchase of goods on behalf of another person (the "principal"), or to negotiate and conclude the sale or purchase of goods on behalf of and in the name of that principal; but shall be understood as not including in particular:

(i) a person who, in his capacity as an officer of a company or association, is empowered to enter into commitments binding on that company or association;(ii) a partner who is lawfully authorised to enter into commitments binding on his partners;(iii) a person who acts as an insolvency practitioner (as that expression is defined in section 388 of the Insolvency Act 1986 ( c)) or the equivalent in any other jurisdiction;

"commission" means any part of the remuneration of a commercial agent which varies with the number or value of business transactions;

"restraint of trade clause" means an agreement restricting the business activities of a commercial agent following termination of the agency contract.

(2) These Regulations do not apply to-

(a) commercial agents whose activities are unpaid;(b) commercial agents when they operate on commodity exchanges or in the commodity market;(c) the Crown Agents for Overseas Governments and Administrations, as set up under the Crown Agents Act 1979 ( d), or its subsidiaries.

(3) The provisions of the Schedule to these Regulations have effect for the purpose of determining the persons whose activities as commercial agents are to be considered secondary.

(4) These Regulations shall not apply to the persons referred to in paragraph (3) above.

(5) These Regulations do not extend to Northern Ireland.

PART II

RIGHTS AND OBLIGATIONS

Duties of a commercial agent to his principal

3.-(1) In performing his activities a commercial agent must look after the interests of his principal and act dutifully and in good faith.

(a) S.I. 1989/1327.

(b) 1972 c.68.

(c) 1986 c.45.

(d) 1979 c.43.

(2) In particular, a commercial agent must-

(a) make proper efforts to negotiate and, where appropriate, conclude the transactions he is instructed to take care of;(b) communicate to his principal all the necessary information available to him;(c) comply with reasonable instructions given by his principal.

Duties of a principal to his commercial agent

4.-(1) In his relations with his commercial agent a principal must act dutifully and in good faith.

(2) In particular, a principal must-

(a) provide his commercial agent with the necessary documentation relating to the goods concerned;(b) obtain for his commercial agent the information necessary for the performance of the agency contract, and in particular notify his commercial agent within a reasonable period once he anticipates that the volume of commercial transactions will be significantly lower than that which the commercial agent could normally have expected.

(3) A principal shall, in addition, inform his commercial agent within a reasonable period of his acceptance or refusal of, and of any non-execution by him of, a commercial transaction which the commercial agent has procured for him.

Prohibition on derogation from regulations 3 and 4 and consequence of breach

5.-(1) The parties may not derogate from regulations 3 and 4 above.

(2) The law applicable to the contract shall govern the consequence of breach of the rights and obligations under regulations 3 and 4 above.

PART III

REMUNERATION

Form and amount of remuneration in absence of agreement

6.-(1) In the absence of any agreement as to remuneration between the parties, a commercial agent shall be entitled to the remuneration that commercial agents appointed for the goods forming the subject of his agency contract are...

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