Chapter 4. Commercial Agent
Art. 44. - Definition.
1. A commercial agent is a person or business organisation, not bound to a trader by a contract of employment and carrying out independent activities, who is entrusted by a trader with representing him permanently in a specified area and dealing or making agreements in the name and on behalf of the trader.
2. Unless otherwise provided in the agency agreement, contracts entered into by a commercial agent shall become effective without confirmation by the trader.
3. A commercial agent normally acts as agent and may act as broker. He is a trader.
Art. 45. - Commercial agent exclusive agent.
Unless otherwise provided in the agency agreement, a commercial agent shall be the exclusive agent of the principal in the area specified in the agreement.
Art. 46. - Duties of commercial agent.
1. A commercial agent shall safeguard the principal's interests with the care due by a good trader.
2. He shall:
a. Carry out all instructions of the principal;
b. Inform the principal of all contracts negotiated or entered into by him;
c. Send to the principal periodical reports on his activities and all such information as may be required on the state of affairs within the area where he acts.
3. Where the agency agreement comes to an end, a commercial agent may not take advantage of or disclose trade secrets revealed to him by the principal or of which he learned in the course of his duties as an agent.
Art. 47. - Prohibition from carrying on private trade.
1. A commercial agent may carry on any private trade which is not similar to the trade carried on by the principal. The agency agreement may be cancelled and damages may be due where the agent carries on trade similar to the trade carried on by the principal.
2. Unless otherwise provided in the agency agreement, a commercial agent may not act in the area specified in the agreement on behalf of traders other than the principal.
3. In no case may a commercial agent act, in the area specified in the agency agreement, on behalf of traders who carry on a trade similar to the trade carried on by the principal. The agency agreement may be cancelled and damages may be due where the agent disregards this prohibition.
Art. 48. - Duties of principal.
The principal shall, to the best of his ability, enable his agent to carry out successfully his duties under the agency agreement, in particular by making all necessary information and samples available to him.
Art. 49. - Repayment of expense.
Unless otherwise agreed, current costs and expenses of the agency shall be borne by the commercial agent and are not subject to repayment by the principal. The agent shall only be entitled to the repayment of expenses occasioned by dealings made on behalf of the principal and of such special expenses as were made by him on the order of the principal.
Art. 50. - Remuneration.
1. A commercial agent shall receive remuneration for all dealings negotiated or made by him. Unless otherwise provided, he shall receive remuneration for all dealings made, in the area where he acts, either by the principal himself or by another agent of the principal.
2. A commercial agent shall receive remuneration even where dealings made by him are not carried out by the principal.
3. The remuneration shall be fixed in the agency agreement or, where not fixed, by custom.
Art. 51. - Agent personally to carry out his duties.
A commercial agent may not assign the agency agreement and may not substitute a third party for himself, as an agency agreement is made on the basis of the personal qualifications of the agent.
Art. 52. - Termination of agency agreement.
1. An agency agreement shall terminate:
a. Where the period of time for which it was entered into express;
b. Where the agent, being a person dies, becomes incapable or is declared bankrupt;
c. Where the business organisation acting as agent is wound-up.
2. Either party to an agency agreement made for an undefined period of time may terminate it on notice. Notice need not be given where there is good cause for termination.
3. The period of notice shall be fixed in the agency agreement or, where not fixed, by custom. It shall not be less than one month during the first year of service and not less than two months after the first year.
Art. 53. - Compensation due in case of termination.
Where the principal terminates without good cause an agency agreement entered into for an undefined period of time, the agent shall receive fair compensation which shall be fixed having regard in particular to the time for which he acted on behalf of the principal and to the customers introduced or goodwill created or extended by him.
Art. 54. - Uncompleted business upon termination.
1. Whenever an agency agreement terminates, the agent or his heirs or the business organisation having acted as agent shall receive remuneration for all contracts negotiated or entered into prior to the termination of the agreement.
2. Upon termination of the agreement, all remunerations and expenses due shall be paid forthwith by the principal.
Art. 55. - Prohibition from carrying on similar private trade on termination of the agreement.
1. The agency agreement may provide that, upon termination of the agreement, the commercial agent shall not carry on the same trade as the principal or act as commercial agent or representative for a trader carrying on the same trade as the principal.
2. Notwithstanding any provision to the contrary, any such prohibition shall not be effective for more than five years.