Agency_Agreement

1. The Parties
________________________________
_____________________________
ZIP Code City
Country
Reg. No. ___________________
E-mail: ____________@_______
Represented by its _____________, Mr. _____________, and
hereinafter referred to as the Agent, and
________________________________
_____________________________
ZIP Code City
Country
Reg. No. ___________________
E-mail: ____________@_______
Represented by its _____________, Mr. ____________,
hereinafter referred to as the Principal,
have concluded the present Agency Agreement (“the Agreement”) to the following effect.
For the sake of clarity, it is hereby also confirmed that below nouns such as “contracts”, “end-users”, “sellers” and similar may denote both singular or plural regardless of in what form they are written.
2. Scope of the Agreement
The Parties agree that the Principal has appointed the Agent to negotiate and procure sale and purchase contracts (hereinafter “the Contracts”) on behalf of the Principal with End Users and/or Traders in Europe (hereinafter “the End-Users”) of Wood Pellets (hereinafter “the Material”), whereby the Principal will be the seller and the End-Users the buyer of the Material, which is mainly defined as solid bio-fuels.
The Principal will sell the Material to the End-Users introduced by vessels, either on FOB or CIF conditions as defined by INCOTERMS 2000. The Agent will make his best endeavours and do all that is reasonably practicable to secure such Contracts according to the conditions of this Agreement.
3. Non-circumvention
The Principal will work with such End-users only through the Agent. It may work and communicate with it directly only with the Agent’s consent, which shall not be unreasonably withheld. However, such consent is not needed in the case the Agent is in breach of this Agreement. If the Principal does circumvent the Agent, it will still be liable to pay the commission detailed in Clause 5 below.
4. Duties of the Agent
(1) The Agent will perform under this Agreement as a fiduciary to the Principal
and shall exercise its obligations to negotiate and procure Contracts in accordance with Clause 2 above with due diligence. It will at all times act in
the best interests of the Principal on a fully disclosed basis and identify the
Principal by name when negotiating on its behalf with actual or potential
Buyers of the Material.
(2) The Agent will conclude as many Contracts for the sale and purchase of
the Material as is within its power, subject to the ability and willingness of the
Principal to accept such contracts (with reference to, among other things, matters such as price, quantities, quality, time of delivery and port of delivery).
(3) The Agent will do all that is reasonably practicable to ensure that the End-Users perform their Contracts with the Principal, which among other includes making sure that the right material of the contractually agreed quality is shipped and paid. The Agent will also help the Principal to coordinate and supervise all deliveries under the Contracts, including the timely passing of shipping documents, scheduling of delivery times between the Principal, the End-Users and any carrier, the timely exchange of relevant information between all parties involved in any Contract and the timely presentation of Princi pal’s invoices to the End-Users.
(4) The Agent shall maintain at all times any licenses, registrations and other governmental authorizations necessary or appropriate for the conduct of services to be performed by Agent hereunder.
(5) The Agent is not liable for any non-compliance with its duties where such non-compliance is caused by lack of reasonable and necessary cooperation from the side of the Principal.
5. Compensation of Agent
The Principal will pay to Agent in respect of the Contract between the Principal and End-Users negotiated by it under this Agreement a sum of ... EUR/USD (…………..Euro/USD) per metric tonne supplied under that Contract. The price determined and agreed in good faith is in reference to the price the Principal has to pay for the Material and all production costs, as well as to the amount of work devoted to the conclusion of the Contract by the Agent. The Agent will be paid its commission for each delivery by the Principal to an End-User within 5 working days after the completion of it. The payment will be based on the total quantity of any such delivery (loading). The Agent will issue an invoice, reflecting the fee agreement and the Principal will settle those amounts.
6. Term and Termination
This Agreement shall be effective for a term of __ years, and can be mutually
extended in writing by both Parties, unless otherwise terminated by mutual consent of the Parties in writing. It may also be terminated by either Party in a
case of material breach by the other Party if such breach has not been
cured within 30 days of the delivery of the notice of breach by the innocent
Party.
Nevertheless, whilst the Principal operates with the End-Users introduced by
the Agent, the Agent is entitled to the fee agreed on Clause 5 above.
7. Arbitration and Applicable Law
Any dispute that may arise under this Agreement shall first be subject to an
attempt of amicable resolution and, if this fails, the dispute shall be settled
according to English law in the London Court of International Arbitration
(LCIA). The tribunal shall consist of one arbitrator, which shall be appointed by
the President or a vice-president of the LCIA. The location of the arbitration
shall be London and the arbitration shall be in English. The governing law shall
be English law.
8. Miscellaneous
(1) After signing this Agreement all previous negotiations and
correspondence pertaining to it become null and void.
(2) This Agreement may only be amended or supplemented by the mutual
consent of the Parties in writing.
(3) This Agreement or any part of it cannot be assigned by any Party, unless
an assignment is mutually agreed by the Parties in writing.
(4) All notices should be sent to the Parties as according to the addresses in
Clause 1.
(5) This Agreement may be executed in 2 originals, each of which shall be
deemed an original. This Agreement contains the entire agreement between the Parties with respect to the subject matter contained in it.
Principal Agent ____________________________ _______________________________
____________________________ _______________________________ By: ____________, _________ By: ____________________, _______ Date: Date:。