Example II:
AN AGREEMENT
Made this first day of Two thousand and
between
(hereinafter called the Publisher)
and
Netwerk Academic Book Agency
(Frans H. M. Janssen), P.O.Box 33228, 3005
EE Rotterdam, The Netherlands
(hereinafter called the Representative),
WHEREBY IT IS AGREED as follows:
1. The Publisher hereby appoints
the Representative and the Representative
hereby agrees to act as the sole representative
of the Publisher for the sale of the Publisher’s
products in the territories specified in the
schedule hereto and in such other territories
as the Publisher and the Representative may
hereinafter agree in writing (hereinafter
collectively called “the Territories”)
for the period hereinafter referred to.
2. The appointment of the
Representative hereunder shall be for a period
of year(s) from the first day of and shall
continue thereafter for one year periods,
provided that such appointment may be terminated
at the end of a one year period by either
party giving to the other party not less than
months prior notice in writing of such termination.
3. The duties of the Representative
during the period of appointment hereunder
will be to use its best endeavours to promote
sales of the Publications of the Publisher
throughout the Territories and for that purpose
the Representative shall procure that in every
year of the currency of its appointment hereunder
an officer of employee of the Representative
adequately experienced in book sales promotion
shall make at least one complete tour of the
Territories which shall include calls on such
government ministries, principal educational
authorities, professional and commercial bodies,
libraries, institutions, book shops, senior
staff of educational establishments and other
bodies or persons whom the Representative
may consider likely to be interested in the
Publications of the Publisher and whether
or not they may be customer of the Publisher.
4. All publications of the
Publisher shall be invoiced by the Publisher
to the purchaser at the Publisher’s
list price having regards to the trade status
(if any) of the purchaser.
5. The ownership of all Publications
of the Publisher shall at all times remain
with the Publisher and not with the Representative.
6. If delivery is made by the Representative
from any stock maintained by the Publisher
in storage facilities afforded by the Representative,
then the Representative will issue a delivery
order to the purchaser in respect of any Publications
of the Publisher released by the Representative
from such stock and shall forthwith send a
copy of such delivery order to the Publisher
to enable the Publisher to invoice the purchaser
direct. The ownership of any Publications
of the Publisher so released from stock by
the Representative shall be vested in the
purchaser of such Publications of the Publisher.
7. The Representative will
at the request of the Publisher give to the
Publisher its opinions as to the credit-worthiness
of any potential or existing customer of the
Publications of the Publisher provided that
the Representative shall incur no legal liability
for or in respect of or arising out of the
Publisher acting on any such opinion.
8. The Representative during
the period of its appointment hereunder will
maintain at its headquarters a mailing list
for the Territories which will include the
names and addresses of all the principal ministries,
authorities, book shops and other bodies or
persons referred to in the preceding clause
and likely to be interested in purchasing
the Publications of the Publisher. The mailing
list of the Representative will be placed
at the disposal of the Publisher free of charge
if the Publisher so desires and the Publisher
may if it so desired supply the Representative
with its own mailing list or any extracts
there from.
9. The Representative during
the period of its appointment hereunder will
report to the Publisher regularly its activities
in the Territories with specific information
regarding the type of Publications of the
Publisher in demand and the sources of the
demand with the Representative’s recommendations
on how best to further the interest of the
Publisher in the Territories.
10. The Representative hereby
undertakes that once during every period of
the currency of its appointment hereunder
it will meet with the Publisher for the purpose
of discussing matters of mutual interest with
respect to sales of the Publications of the
Publisher in the Territories.
11. The Representative will
during the currency of its appointment hereunder
submit to the Publisher for possible publications
such manuscripts as may come to its notice
and which it seems likely to be of profit
to the Publisher.
12. The Representative during
the continuance of its appointment hereunder
will maintain an adequately staffed office
at his headquarters which will maintain contact
with the Publisher or its representative in
the field and with its customers.
13. The Publisher undertakes
that it will at its own cost and expense during
the currency of the Representative’s
appointment hereunder send to the Representative
and keep the Representative fully supplied
with all promotional materials, advance information
of forthcoming publications, sample copies
and other information or material regarding
the Publications of the Publisher which may
be calculated to aid and assist the Representative
to promote the sale of the Publications of
the Publisher in the Territories.
14. The Publisher undertakes
that it will keep the Representative fully
informed of its current discount structure
and its “stop-list” and “returns”
policy.
15. The Publisher shall pay the Representative
for its service hereunder a commission of
percent on the total invoice value (excluding
postage and handling charges) of all sales
of the Publications of the Publisher within
the said Territories, provided that any such
commission shall be adjustable so as to exclude
commission in respect of bad debts which may
subsequently be incurred by the Publisher
on orders from customers introduced by the
Representative. In the event of any bad debts
being subsequently recovered the Publisher
shall make an appropriate payment of commission
to the Representative. For the purpose of
this clause, “bad debts” shall
mean debts which are not recoverable within
one year from the date they are incurred.
The said commission shall be paid to the Representative
quarterly in respect of the said total invoice
value of the sales of the Publisher during
the preceding quarter.
16. (a) The Representative
will during the continuance of its appointment
hereunder at the request and cost of the Publisher
use its best endeavours to procure payments
to the Publisher from any defaulting debtor
of the Publisher in respect of any sales on
which the Representative has received commission,
provided that the Representative shall not
be bound to institute any legal proceedings
at the request of the Publisher.
