AGENCY AGREEMENT
THIS AGREEMENT is made on the 1st day of November 2020.
BETWEEN
Kandoi Group for industries, whose registered office is at
AND
Talaat A Kader, whose registered office is 60, Mohammed Refaat St,
Nozha, Heliopolis, Cairo, Egypt ("the Agent")
WHEREBY IT IS AGREED as follows:
1. Interpretation
1.1 Unless the context otherwise admits words importing one gender shall
include all other genders and words importing the singular shall include the
plural and vice versa.
1.2 Reference to any statutory provisions in this Agreement shall include
any statutory provisions, which amends or replaces it.
2. Terms of Agency
2.1 The Principal hereby appoints Talaat A.Kader A.Wahab as the
freelancer Business manager and acting as the exclusive Agent for the
purpose of marketing, promotion and canvassing for sales of the Products to
customers resident or carrying on business in the Territory, (as set out in
the Schedule to this Agreement).
2.2 This Agreement shall remain in force for the period of one (3) year from
the date of signature by the parties and thereafter for a further three (3)
years unless or until terminated by either party giving the other not less
than 3 months prior notice in writing, such notice to expire at the end of said
period of the Agreement, or any time thereafter.
2.3 The Principal shall pay commission to the Agent in accordance with
clause 3 of this Agreement. As agreed the commission is identified to be 5-
7% according to the volume of the sales and the target achieved.
2.4 The Principal reserves the right to refuse any orders for the Products on
any grounds but if the Agent so requests, the Principal shall supply the
Agent with reasons for such refusal.
2.5 This Agreement or any rights, duties and obligations hereunder shall not
be assigned or transferred by either party without the prior consent in
writing of the other party.
2.6 The Principal will not appoint any other person as a distributor or agent
for the Products in the Territory without the express written permission of
the Agent.
3. Commission
3.1 During the period of this Agreement the Agent shall be paid commission
in accordance with the relevant percentage or percentages set out in the
Schedule to this Agreement such percentages to be calculated on the net
invoice ex-works price of all Products sold to customers in the Territory as a
result of orders received from the Agent.
3.2 Commission will be paid in respect of each order accepted by the
Principal at the end of the month of the transaction in which the Principal
receives payment for that order or a confirmed notice of payment.
3.3 The Principal will provide to the Agent a copy of each invoice of all
products sold to customers in the Territory so that the Agent can verify the
commission due to him. The Agent will submit an invoice to the Principal at
the end of each month in respect of the commission due to him for the
preceding month.
3.4 Following termination of this Agreement in accordance with clause 2.2
and clause 6 the Agent shall be entitled to commission on all orders which
reach the Agent or the Principal prior to the date of termination and on all
orders arising from the Agent's efforts prior to the termination and which
have concluded within a period of 3 months of the date of termination.
3.5 Unless otherwise agreed the Agent shall not be entitled to
reimbursement by the Principal of any out of pocket expenses incurred by
the Agent in connection with his duties and responsibilities under this
Agreement except for the technical support or customer complaints
settlement or any other activities that should be carried out by the principal.
3.6 All orders originating from the Territory, regardless of the Agent’s
direct involvement in the procurement, shall be subject to commission for
the Agent. The agent shall under any circumstances be notified by any
customer communications in the territories of his agency.
4. Duties and Responsibilities of the Agent
4.1 Whilst acting as the Agent for the Principal, the Agent will not act as an
agent for or otherwise directly or indirectly market, promote or canvass for
products which are similar to or compete or are likely to compete with any of
the Principal's products, unless the Agent obtains the Principal's prior
consent in writing.
4.2 The Agent shall at all times act with all due diligence and act in good
faith and follow and observe all reasonable instructions given by the Principal
regarding the products and any activities under this Agreement and use his
best endeavours to increase the sale of products in the Territory.
4.4 The Agent shall communicate to the Principal all information relevant or
useful for the business of the Principal including competitor activity, product
reliability, sales prospects and other marketing information as well as any
unauthorised use by third parties of the Principal's trademarks, patents or
other intellectual property rights. This Agent will submit to the Principal a
report at the end of each month commenting on the above, and further
submit reports to the Principal following all visits made to customers.
4.5 The Agent shall pass on all orders and requests in respect of the
Principal's products to the Principal within a reasonable period of time.
4.6 The Agent shall not during the period of this Agreement or for 5 years
after its termination disclose or permit to be disclosed to any third parties
without the prior consent of the Principal and shall use only for the purposes
of this Agreement any confidential information, trade secrets or proprietary
data concerning the Principal's business or any of the Principal's customers
which come or may come to his knowledge by reason of the agency
relationship:
4.6.1 Confidential information or trade secrets shall consist of, but not
necessarily be limited to: technical, commercial, financial, operational,
marketing or promotional information. Proprietary data shall consist of, but
not necessarily be limited to: customer lists, pricing data, sources of supply,
financial, production or marketing data or merchandising systems and plans.
4.6.2 The Agent shall not use or permit to be used or register any of the
Principal's patents, trademarks, trade or brand names, registered designs or
other intellectual property rights without the prior consent of the Principal.
4.7 Save as expressly authorised by the Principal in writing the Agent shall
not incur any liabilities on behalf of the Principal nor make any
representations or give any warranties on behalf of the Principal, (except to
confirm or communicate any terms, conditions or information contained in
the Principal's documents) or enter into any contract or agreements on
behalf of the Principal or pledge the credit of the Principal.
4.8 The Agent shall immediately inform the Principal of any dispute,
proceedings or claim relating to the Principal's business products or affairs
and shall follow any instructions given by the Principal in relation thereto,
but shall not institute, defend, settle or attempt to settle or make any
admissions without the Principal's express authority.
5. Duties and Responsibilities of the Principal
5.1 The Principal shall provide the Agent with all relevant product data
sheets, booklets, publications, samples, forms, contracts and the like
necessary for the Agent to perform his obligations under this Agreement. All
such material provided shall remain the property of the Principal at all times
and be returned to the Principal on request.
5.2 The Principal shall notify the Agent within a reasonable period of time if
it obtains any information to suggest that the volume of sales of the
products in the Territory will or is likely to be significantly lower than the
Agent could normally expect.
5.3 The Principal shall at all-time act dutifully and in good faith in observing
and discharging its obligations, responsibilities and duties under this
Agreement.
5.4 The Principal shall pay commission to the Agent under the terms of
clause 3 of this Agreement. Save for the payment of commission the
Principal shall be under no obligation to reimburse the Agent for any
expenses incurred in the performance of the Agent's duties except for
customer technical support and customer complaints settlement that would
need to be settled by the principal.
5.5 Should the Principal instruct the Agent to act on it's behalf in relation to
any dispute, proceedings or claim in respect of the Principal's products,
business or affairs the Principal will indemnify the Agent against any costs,
expenses or liabilities incurred by the Agent in so acting.
5.6 The Principal may at it's absolute discretion carry out its own
advertising, marketing or publicity of it's products, but shall not tender offers
or quotations or enter into any negotiations with a customer in the Territory
without the Agent's prior knowledge or consent.
5.7 The Principal shall not be obliged to accept any order, tender or request
submitted by the Agent and shall accept the same only at it's absolute
discretion and on such terms and conditions as it considers appropriate. The
Principal shall at the end of each month notify the Agent of all orders for it's
products procured by the Agent which it has accepted or refused during that
month and where requested by the Agent provide details or reasons for the
refusal.
5.8 In circumstances where the Principal is to supply the products ordered
by the Agent's customers direct to the customer the Principal shall at the
date of dispatch of the product send a copy of the relevant invoice to the
Agent by way of notification of delivery of such products.
6. Termination
6.1 This Agreement may be terminated without prejudice to clause 2.2 if
any of the following circumstances arise:
6.1.1 Either party commits a serious or grave breach of this Agreement or
persistent breaches of this Agreement including, but not limited to, non-
performance, default or neglect of that party's duties under this Agreement
and such breach remains remedied for 30 days after notice of such breach
has been given by the non-defaulting party.
6.1.2 Where the conduct of the Agent is likely to have a serious or
detrimental effect upon the Principal's business, products and affairs.
6.1.3 Either party is unable to pay or has no reasonable prospects of paying
their debts the amounts or aggregate amounts of which equals or exceeds
the bankruptcy level within the meaning of the Insolvency Act 1986 or
enters into a compromise for the benefit of their creditors or being a
company becomes subject to an administration order or goes into liquidation
or has a receiver of any of its property or assets appointed or ceases or
threatens to cease to carry on business.
6.1.4 Where the Agent commits any acts of dishonesty, fraud or theft.
6.1.5 Minimum sale requirements
If in any calendar year the total value of Products sold to customers in the
Territory is less than the amount shown in the table below:
Year Total value
2021 $ 50,000
6.2 Such termination will take place with immediate effect on written notice
to the other party and without prejudice to any remedy either party may
have against the other for any breach committed prior to the date of such
termination or which gave rise to the termination.
7. Compensation & Indemnity
7.1 Under the Commercial Agents (Council Directive) Regulations 1993 the
Agent shall be entitled to an indemnity where the Principal terminates this
Agreement, but continues to derive substantial benefits due to the increase
in business from existing customers or new customers where either are
generated by the Agent and where such an indemnity is equitable.
7.2 Any indemnity payment shall not exceed a figure equivalent to the
Agent's average commission payments for one year. The payment to be
calculated based upon the average commission payments earned by the
Agent over the preceding year. Where this Agreement has run for less than
one year, the average will be taken over the years that the Agreement has
run.
7.3 The payment of an indemnity shall not prevent the Agent from seeking
damages for the loss of this Agreement or the inability to amortize the costs
and expenses incurred by him in the performance of this Agreement on the
advice of the Principal.
7.4 Entitlement to compensation and/or an indemnity shall also arise where
this Agreement is terminated by the Principal due to the death of the Agent.
7.5 The Agent must inform the Principal of his intention to seek such
damages and/or an indemnity within 12 months of the termination of this
Agreement. If the Agent fails to do so he will lose the right to make a claim
and/or seek an indemnity.
8. Force Majeure
Neither party shall be liable for delay or failure to perform any obligation
under this Agreement if the delay or failure is caused by any circumstances
beyond its reasonable control, including but not limited to Acts of God, war,
civil disorder or industrial disputes. If such delay or failure continues for a
period of at least 90 days the party not subject to the force majeure shall be
entitled to terminate this Agreement by written notice to the other.
9. Notices
9.1 Any notice given by any of the parties shall be served on the other party
by personal delivery, pre-paid recorded delivery, first-class post, e-mail or
facsimile transmissions to the receiving party's address set out in this
Agreement or such subsequent addresses as may be notified by the party's
to each other.
9.2 Any such notice shall be deemed to be effectively served as follows:
9.2.1 In the case of service by pre-paid recorded delivery or first-class post
48 hours after posting.
9.2.2 In the case of service by e-mail or facsimile transmission on the next
working day.
10. General
10.1 IT IS HEREBY DECLARED that the foregoing paragraphs, sub
paragraphs and clauses of this Agreement shall be read and construed
independently of each other. Should any part of this Agreement or its
paragraphs, sub paragraphs or clauses be found invalid it shall not affect the
remaining paragraphs, sub paragraphs and clauses.
10.2 The Schedules to this Agreement constitute an integral part thereof.
10.3 Failure by either party to enforce any accrued rights under this
Agreement is not to be taken as or deemed to be a waiver of those rights
unless the waiving party acknowledges the waiver in writing.
10.4 No addition to or modification of any clause in this Agreement shall be
binding on the parties unless made in writing and signed by the signatories
to this Agreement or their duly authorised representatives.
10.5 This Agreement sets out the entire agreement and understanding of
the parties and is in substitution of any previous written or oral agreement
between the parties.
10.6 Reference to any Statutory Provisions in this Agreement shall include
any Statutory Provisions, which amends or replaces it.
Kandoi Group of industries
? name
Managing Director
Signature:
Talaat A Kader
Signature:
Schedule
Products
The Agent will market, promote and canvass for sales for the following
products: Kandoi products of woven fabrics and woven sacs.
Territory
The geographical area of the customer base of the Agent will be: The
country of Egypt and Middle East and will be extended to Africa
Commission
The Agent will be entitled to the following percentage of the net invoice Ex-
works price of each product sold: 7 %
