SALES REPRESENTATIVE AGREEMENT
THIS AGREEMENT is made and entered into this ____ day of __________, ______, by and between:
________________________________________ [NAME OF COMPANY]
a company incorporated under English law under registered number __________
with a registered office at ____________________________________ [address]
- and -
___________________________________________ [NAME OF SALES REPRESENTATIVE]
an individual resident at ____________________________________________ [give full address]
A. The Company (manufactures wholesales distributes) certain products and services as
more particularly described in Schedule A hereto (the ‘Products’);
B. The Company wishes to retain the Representative to act, and the Representative wishes to so
act, as a sales representative of the Company, to represent and sell the Products within the
Territory (as hereinafter defined).
NOW IT IS HEREBY AGREED as follows:
1. Definitions and Interpretation
1.1 In this Agreement the following terms shall have the following meanings:
(a) ‘Net Sale Price’ means the sale price of Products net of freight, insurance, and duties.
(b) ‘Person’ means any natural person, corporation, partnership or other entity or
(c) ‘Products’ means all of those products listed in Schedule A hereto.
(d) ‘Quarter’ means: (i) the 3-month period running from the effective date of this
Agreement, and (ii) each subsequent 3-month period thereafter.
(e) ‘Territory’ shall mean the territory set out in Schedule B hereto.
(f) ‘Working Day’ shall mean 8:00 AM to 5:00 PM, Monday to Friday, excluding bank
and public holidays in England.
1.2 Words importing the singular shall include the plural and vice versa; words importing the
masculine gender shall include the feminine; and words importing persons shall include
corporations. Titles used in this Agreement are for convenience only and shall not be deemed to affect
the meaning or construction of any of the terms, provision, covenants, or conditions of this
2. Appointment of Representative; Term; Run-Off Period
2.1 The Company hereby appoints the Representative as its non-exclusive sales representative in
the Territory, and the Representative hereby accepts the appointment.
2.2 This Agreement shall commence on the _____ day of ______________, _______ and shall
continue in force and effect until terminated by either party in accordance with the provisions of this
2.3 Upon termination of this Agreement, there shall be a run-off period which shall continue for
a further ______ days following the termination date.
3.1 The Representative shall earn a commission on all completed Product sales made by the
Representative to customers in the Territory calculated as follows:
(i) ________ per cent (___%) of the Net Sale Price of Products sold on a prepaid basis;
(ii) ________ per cent (___%) of the Net Sale Price of Products sold on credit;
(iii) a percentage to be negotiated between the parties, in advance of sale, on the Net Sale
Price of orders on which the Company allows a quantity discount or other trade
3.2 Upon the termination of this Agreement, the Representative shall be entitled to commissions
on all sales concluded during the run-off period:
(i) if the sale was mainly attributable to the Representative’s efforts during the term of
this Agreement, or
(ii) if the customer order reached the Representative or the Company before the
termination of this Agreement.
In the event that the Company refunds a customer for any sale on which the Representative has
already been paid commission, the commission amount attributable to such sale shall be deducted
from the next commission payment to the Representative, and the Company shall detail the refund in
the commission statement accompanying such payment.
5. Obligations of the Representative
At all times during the Term of this Agreement, the Representative shall:
5.1 Devote its best efforts to promoting, marketing and selling the Products to customers within
5.2 Refrain from selling any Products to customers outside the Territory. If the Representative
receives an enquiry or lead from outside the Territory, it shall refer such enquiry or lead directly to
5.3 Fully and accurately communicate the Company’s policies to all potential and present
customers, and shall make or give no other representations or warranties other than those contained
in the Company’s standard terms of sale.
5.4 Communicate to the Company all necessary information and inform the Company of any
problems concerning customers within the Territory.
5.5 Inform the Company if the Representative is representing or plans to represent any other
business firm anywhere within the Territory. In no event shall the Representative be involved, either
directly or indirectly, with any business offering products or services which compete with the
Company’s Products within the Territory.
5.6 Within ___ Working Days following the end of each calendar month, provide the Company
with a report of all sales within the Territory for the previous month.
5.7 Conduct any and all sales activities in connection with the Products in a lawful manner,
consistent with the highest standards of fair trade, fair competition and business ethics.
5.8 Use its best efforts to diligently and faithfully develop demand for the Products and to solicit
purchases thereof so as to maintain a substantial and increasing volume of sales of the Products.
5.9 Upon termination of this Agreement, return promptly, at its sole expense, all materials and
samples provided by the Company.
5.10 Indemnify the Company against any losses or damages suffered by the Company arising
from any breach of this Agreement by the Representative.
5.11 Comply with all reasonable instructions given by the Company.
5.12 Look after the interests of the Company, and act dutifully and in good faith, and in
accordance with Regulation 3 of the Commercial Agents (Council Directive) Regulations 1993, and
shall not derogate from Regulation 3.
6. Obligations of the Company
At all times during the Term of this Agreement, the Company shall:
6.1 Provide the Representative with all necessary documentation relating to the Products.
6.2 Unless excused by circumstances beyond the Company’s reasonable control in accordance
with Section 7 hereof, fill all orders for Products for customers within the Territory within ____
Working Days of receipt of the order.
6.3 Keep the Representative supplied with reasonable quantities of business cards, brochures,
catalogues and Product samples required for sales purposes.
6.4 Not later than the last day of the month following the Quarter in which the Company
receives payment, provide the Representative with a statement of commissions earned, a breakdown
of how the commissions were calculated, and a cheque for payment of the commissions earned by the
Representative during the preceding Quarter.
6.5 Allow the Representative, or his duly authorised agent, upon demand, to inspect the
Company’s books of account with respect to the sales closed by the Representative and the
commissions due thereon, provided that such inspection shall take place during the Company’s
normal hours of business.
6.6 Refrain from selling any Products directly to customers within the Territory. If the Company
receives an enquiry, lead or order from within the Territory, it shall refer the same to the
6.7 Promptly provide the Representative with updated catalogues, brochures and price lists in
the event the Company changes a price on a Product or discontinues any Product.
6.8 At the end of the run-off period following termination of this Agreement, pay commissions to
the Representative at the