A Agency Content
ASIA - EUROPE AGENCY/ Contractor is acting as an agent on behalf of Asian Suppliers targeting a conclusion of main contract between Customer and Supplier. Contractor can also be acting on Customer´s written instructions in terms of liaising relevant supplier. Moreover, Contractor may be acting as an official agency on behalf of any supplier. The detailed quotation of products the Contractor will request from Supplier and on behalf of that Contractor will pass it on to Customer. A direct main contract for delivery of goods will be concluded by Customer itself with Supplier. When Customer places order with Supplier and the order confirmation or Proforma Invoice will send out a main contract shall be regarded as concluded.
Contractor may also conduct commercial negotiations/ assistance on behalf of Supplier.
Any payments of main contract falling due are to be transferred by Customer to Supplier directly, unless another procedure expressly is agreed upon. Invoices, reminder letters rspective default actions the Contractor may pass on to Customer respective may initiate on behalf of Supplier.
More services like assistance for whole project, doing all the communication, or special assistance can be agreed upon in writing within a service contract between Contractor and Customer.
Contractor can also be acting in the field of liaising businesses or other service delivery to Customer. In such a case, a service contract between Contractor and Customer must be signed and no Supplier will be party to the contract. When Customer places order with Contractor and the order confirmation will be sent out, a service contract shall be regarded as concluded as well.
B Remuneration to Contractor by Customer
Any remuneration to be done by Customer to Contractor for any activities acc. to A has to be fixed in a service contract.
Remuneration can also be stipulated between Contractor and Supplier.
For shipments of samples to Customer done free of charge by Supplier there is no remuneration for Contractor.
For activities under A.1 clause 2 and remuneration acc. to B.1, the Contractor may charge the Customer even and in amount of 20 % of main contract´s total turnover as compensation in case of Customer will sign a main contract with Supplier who was liaised by Contractor, however without any notification to Contractor. That shall be valid for a periode of two years commencing from date of respective service contract.
In accordance with B.4 contractor may also be entitled to claim for amount of 20 % of main contract´s total turnover if owing to economic, legal or other reasons another main contract for products comes into force with Supplier who was liaised by Contractor (for example: other/ further products and services,additional range of products, consignment stock, contract about licences, contract about co-operation).
C Maturity date for payments stipulated in service contract
Remuneration acc. to B.1 is due to be paid only as soon as a main contract on products or a service contract comes into force , unless another regulation is stipulated in service contract.
Remuneration is payable 14 days net after conclusion of main contract respectively after date of invoice unless another term of payment is given.
In case of default of payment customer has to pay penalty in accordance with laws including interests on arrears covering an amount of 9 % above basic
D Ban of passing on information
All of information on products/ services of Supplier incl. its data regarding address and communication are for Customer´s use only. This shall apply if Customer has instructed Contractor acc. to A. 1, clause 2 to look for suppliers. Customer expressly is not allowed to pass that information third party on without Contractor´s written consent. In case of contraventions, the Contractor is justified in claiming compensation.
E Suppliers being already known
Has Customer already been in contact with Supplier liaised by Contractor acc. to A. 1 clause 2, Customer shall notify Contractor in writing after naming Supplier instantly, at the latest, however, within five days.
In case of contraventions, the Contractor is justified in claiming compensation.
F Duty to notify
In case Contractor has instructed Customer to liaise a supplier acc. to A. 1 clause 2, so Customer is committed to notify Contractor if he don´t want to avail itself of using any demonstrated opportunity for concluding a main contract.
Acc. to A.1 clause 1 and 2 Customer is also committed to notify Contractor instantly in writing and in advance if Customer wants to communicate to Supplier directly. Customer shall hand over instantly to Contractor a coppy of main contract as well.
Customer is aware about the Contractor´s pure activities in terms of international businesses acc. to A or other services in conjunction with international businesses. Any Customer´s claims for guarantee, warrenty and liability arising from main contract between Contractor and Supplier has to be communicated to Supplier by Customer.
Observance of all laws and rules in accordance with EU-laws or other EU regulations/ guidelines and/ or National laws arising from main contract acc. to A.1 clause 5 between Customer and Supplier are fully up to Customer. This shall also be valid in case of activities acc.
Any Contractor´s liability is excluded.
H Requirement to do in written form
Any amendments and supplements to General Terms and Conditions are to be agreed upon in a service contract in writing.
I Severability clause
Should any item or more than one item, aforementioned, be invalid so there shall not be any impact on effectiveness of remaining ones. Same shall also apply if within one regulation one part only is not binding in law another one, however, is binding. Unvalid regulations shall be replaced by parties to another one that will be in best economic interests of both of parties and that won´t conflict with remaining items of contract.
J Court of jurisdiction
Court of jurisdiction concerning any disputes between parties will be seat of Contractor, as far as admissible, only.