The undersigned: LINAZUL ltda., established at Av. José Francisco Otônio, s/n, Centro, Nova Bandeirantes, 78656000MT - Brazil represented hereunder by its director drs. Andre J Wouters, hereinafter called LINAZUL., and _____________, residing at __________, hereinafter called B, considering, that parties have mutually agreed that B will be working for LINAZUL as a commercial agent as from __________ 20_, and are desirous of regulating the relationship between them as hereinafter stated, have agreed as follows: 1. Art. 1 1.1. LINAZUL declares to have appointed B to work for it as a commercial agent as from __________ 20_ relative to the sale of its articles, being in the provinces of __________, which appointment B declares to have taken up and accepted as on this date on the following conditions and provisions. 1.2. The contract has been entered into for an indefinite time, on the understanding, however, that the contract shall be terminated three months after one of the parties giving notice to the other party by registered mail, which notice can only be given by the last day of a calendar month. 2. Art. 2 2.1. B shall enjoy a commission of ___% of the net selling price - so after deduction of any discount (also if no longer applicable later on) and any Value Added Tax - of all orders executed by LINAZUL and paid by the buyer, out of the district stated in article 1 (1) effected during the currency of this agency contract through B, without prejudice to the provisions in (2) and (3). 2.2. B shall not be entitled to commission relative to supplies: 2.2.1. to buyers who have placed an order with LINAZUL on their own initiative and direct, without the intermediary of B, even though such buyers should have been introduced by B to LINAZUL with an earlier order; 2.2.2. to the industries stated in the attached list in de provinces of which are already among the regular customers of LINAZUL; 2.2.3. which will be returned, and in respect whereof LINAZUL has sent credit notes. 2.3. Whilst disregarding the provisions in article 1 (1) and article 2 (2) B shall moreover be entitled to the commission agreed upon relative to supplies: 2.3.1. to buyers established in one of the other provinces than those stated in article 1 (1), and who have placed orders with LINAZUL through the intermediary of B for more than € 1000 per calendar year and have paid these; 2.3.2. to buyers called on by B at the request of the LINAZUL, even though such buyers should fall under one of the categories exempted in article 1 (1) or article 2 (2b). 3. Art. 3 3.1. The LINAZUL undertakes to supply B within one month after expiry of each month with a written statement of the commission due for the past month stating the data on which such computation is based, and whilst sending the relevant copy-invoices. 3.2. At the end of each month, LINAZUL shall pay to B the commission amount due as appearing from the copy-invoices referred to in sub-clause 1. 3.3. If it should appear afterwards that an invoice is not paid either through default or on account of returns or for any other reason, the commission improperly enjoyed by B shall be refunded or deducted. 4. Art. 4 4.1. B shall be sole representative for the territory described in article 1 (1), so that B will be working there as a commercial agent for LINAZUL with the exclusion of any other. 4.2. B shall not be allowed to work outside the district described in article 1 (1) ad to effect transactions with buyers established outside such district subject to the provision in article 2 (3). 4.3. If third parties should act in contravention of the sole representation granted to B, LINAZUL undertakes towards B, insofar as within its power, to take the necessary legal measures in behalf of B. 4.4. If B should find that third parties infringe upon the brands, patents, trade name, models or
LINAZUL : web www.linazul.com E-mail: info@linazul.com
any other immaterial rights LINAZUL is entitled to, B shall be obliged to notify LINAZUL thereof forthwith. This shall also apply to business information, market changes and the financial state of buyers and buyers to be, all this as far as of importance to the business of LINAZUL. 5. Art. 5 5.1. B undertakes not to sell during the currency of this contract articles from other manufacturers of direct or indirect, and not to be involved either in the sales by others of articles as referred to, direct or indirect. 5.2. B undertakes to keep LINAZUL posted at regular times of his other agencies and modifications thereof. 5.3. LINAZUL undertakes towards B, if the latter should enlarge or change his assortment of products in the field of at whatever time, to entrust B with the sole representation as referred to in article 4 for these new products as well for the territory (district) stated in article 1. 6. Art. 6 6.1. B undertakes to sell the articles of LINAZUL only: 6.1.1. at the prices fixed by the LINAZUL; 6.1.2. subject to the times of delivery fixed by the LINAZUL; 6.1.3. on the terms of sale and delivery of _______________; 6.1.4. with no other terms of payment than cash, 10 days or 30 days; 6.1.5. subject to confirmation of the order by LINAZUL. 6.2. If LINAZUL should refuse to confirm an order secured by B well in time, LINAZUL shall be obliged to notify B hereof forthwith, stating grounds. In such a case B shall be entitled to half the commission, unless he had been informed of the ground for refusal before concluding the order already. 6.3. If LINAZUL should remain in default as to the timely confirmation to the buyer of an order secured B, LINAZUL shall have to pay to B the full commission amount nevertheless. 6.4. Payments effected by buyers not direct to LINAZUL but to B should be made into a separate banking-account in the name of B, whereof B may only dispose subject to the approval of LINAZUL. 7. Art. 7 7.1. B shall not be allowed to conclude agreements of a nature different from purchase agreements; in respect of such agreement of a different nature (such as assembly erecting, repairs, etc.) B should bring the buyer immediately into contact with LINAZUL. 7.2. B shall not be allowed to act as intermediary in respect of agreements to be effected relative to used second-hand goods. 7.3. B shall not be allowed to act on his own account. 7.4. B shall be obligated to call on LINAZUL at least once a year, among other things in behalf of retraining in respect of new products or selling-techniques. 7.5. B shall be empowered to meet slight well-founded complaints of buyers; in case of more serious complaints, B is to contact LINAZUL forthwith. 8. Art. 8 8.1. B shall be working on his own account and at his own risk; any expenses, with the exception of those stated in (3), shall be for his account. 8.2. LINAZUL shall take for its account, provided it should declare itself agreeable thereto, the cost of general printed publicity and postage. 9. Art. 9 9.1. LINAZUL undertakes to supply B in due time with any information and particulars, such as production and sales programs, necessary or useful to support B's activities, and to supply B to this effect with a written statement of the buyers in the district stated in article 1 (1), and moreover to provide B free of charge with price lists and any other things that are customary as a rule to promote the sales by B. This shall also apply to any changes in the factual information referred to. 9.2. LINAZUL shall lend to B a comprehensive sample collection. 10. Art. 10
LINAZUL : web www.linazul.com E-mail: info@linazul.com
10.1. LINAZUL shall be obliged to allow B or his successor in title respectively the chartered accountant authorized to this effect, to inspect, if desired, forthwith all books and papers relative to this agency contract or being connected therewith, and necessary or useful to ascertain and check the amount of the commission payable to B. 11. Art. 11 11.1. B shall be obliged to let LINAZUL have in writing all orders concluded by him without delay, and at all events within seven days, and to inform LINAZUL, also without delay in writing, of any information from third-parties/buyers relative to or in connection with the business of LINAZUL. 12. Art. 12 12.1. If the total volume of sales of the contracts effected through the intermediary of B, direct or indirect, should fall below an amount of € ____ during a term of six months, LINAZUL shall have the right to cancel the relevant contract at only a l-month" notice, however, contrary to the provision in article 1 (2). 13. Art. 13 13.1. At the end of this agency contract, B shall be obliged to make available forthwith to LINAZUL all that he has received from LINAZUL relative to or in connection with this contract to keep in his custody, such as the sample collection, price lists and everything that shall have been supplied to him by LINAZUL pursuant to the provisions in article 7 (3) and article 8. 14. Art. 14 14.1. During a period of six months after the end of this contract B shall be entitled to the full commission described in article 2 relative to orders from the territory stated in article 1 (1), prepared by B during the currency of this agency contract, and effected without any further intermediary of another commercial agent. If in behalf of a contract with third parties prepared by B during the currency of this agency contract, but concluded within a period of six months after the end of this contract, the intermediary of another commercial agent or of any other persons should have been further required, B shall anyhow be entitled to half the commission hereinfore stated. 14.2. Without prejudice to the aforementioned in art. 14 (1), B is entitled to customer compensation in the event that the agency contract is terminated, if the provisions described in section 7:442 Civil Code are met. 15. Art. 15 15.1. Either party acting in contravention of one of the provisions hereunder shall forfeit in favour of the other party a fine of € _____ payable forthwith for every contravention, without prejudice to the obligation of such party to indemnify any loss caused to the other party as a result hereof. 16. Art. 16 16.1. The cost of this contract shall be payable by the LINAZUL.
Agreed and drawn up in duplicate and signed at __________ on __________ 20_
LINAZUL : web www.linazul.com E-mail: info@linazul.com