23 Gen Agency Agreement Certificate
A registered commercial agent protection in accordance with the law, which prevents the customer from terminating the commercial agency without just cause. The Agent also has a commission right in connection with sales made in the UAE by the Customer or a third party who infringe the Agent`s exclusive rights. In the event of a dispute between the contracting entity and the representative, any decision as to the existence of a “substantial” reason justifying the termination of the Agency shall be subject to the discretion of the Committee and its interpretation of the facts of the dispute. Of course, in most cases, the agent will not be able to meet these requirements without the cooperation of the manufacturer. It is recommended that the agreement provide for reciprocal obligations between the manufacturer and the representative to ensure compliance with these provisions. If the contract is not registered, the Commercial Code (Federal Law No. 18 of 1993) (and the Civil Code (Federal Law No. 5 of 1987) will apply in certain circumstances). Termination of such agreements under these laws is less onerous and subject to the usual contractual elements of breach, negligence and fraud. The agent may also need the right to interact with customs authorities to introduce samples of products. If the manufacturer`s distributors or business partners wish to use the documents received from the agent for the import or sale of products, the representative issues a power of attorney on their behalf.
All these rights must be granted in advance in the agreement, depending on certain circumstances. According to the law, registered agency contracts can only be terminated or terminated (even if they have expired) if there is mutual agreement or there is a “substantial” reason. “Material” reason is not defined by law. Nevertheless, this includes (but is not limited to) breach of a non-compete obligation, non-compliance with sales targets (if specified in the contract and therefore contractually) or serious breaches of key performance indicators (KPIs). This type of claim is very common. In practice, these requests are often accepted by the court, especially in cases where the court is not convinced of the reasons given for terminating the registered agency contract. The representative (hereinafter referred to as the intermediary) acts on behalf of the manufacturer on the basis of a special agreement – agency contract. In particular, that agreement should give the staff member the power to cooperate with certification bodies and testing laboratories, to apply for certificates of conformity, to register or delete declarations of conformity, etc.
In cases where the principal appoints a third-party reseller for the duration of its dispute with the registered agent, such registered agent may apply to the court to indemnify it on the basis of the sales and/or profits of the products registered under the registered agency contract. The commercial agency contract is required to obtain an EAC document for mass-produced goods, i.e. for goods that are produced over a long period of time and imported (distributed) in many different independent batches. Certificates and declarations of conformity for goods produced in series may be issued for a maximum period of 5 years. The agreement should, of course, give the agent the necessary powers to carry out the certification of products. These powers include the selection and interaction with a certification body and a testing laboratory, the right to manage product samples, the right to register and delete certificates and declarations, and to file complaints. There are many types of agencies under UAE law. The types of agencies discussed here are the two most common types: (i) distribution agreements and (ii) agency contracts.
In accordance with Articles 27 and 28 of the Act, a commercial agency committee is empowered to settle disputes between a commercial agent in the United Arab Emirates and the foreign client. The Commercial Representation Committee will assume primary responsibility for all disputes between registered commercial agencies. However, the Water Act and the jurisdiction of the UAE courts are mandatory in a number of cases, including all registered commercial agency contracts that are subject to the law. The client and the agent cannot avoid this requirement. Although a distribution agreement may have a similar commercial effect as a commercial agent contract (e.g. B representation of a principal by a concessionaire, distribution in a particular jurisdiction and commission based on sales), the law does not apply to him unless the distribution agreement is registered with the MINISTRY as a commercial agent contract. Therefore, exclusivity and other legal protections provided by law are not enforceable by the professional. The purpose of a settlement agreement with a departing registered agent is (i) to record the officer`s consent to terminate the agreement (thus avoiding the need to prove a “substantial” reason to the committee; (ii) sets out the Agent`s obligation to withdraw from the Agreement (as only the Agent may do so); and (iii) agree on any compensation to be paid to the Agent for termination of the Agreement, such payment being payable only upon receipt of the Unsubscribe Certificate. The following provides a minimum bilingual form of the agreement that is in accordance with the law of the EAEU and Russia and takes into account all the basic recommendations mentioned above. EAEU law does not impose any other binding requirements on the agent or agreement. The mandatory submission of such an agreement to the certification body is required in accordance with Sections III and IV of the Decision of the Board of Directors of the Eurasian Economic Commission of 18 April 2018 No. 44 “On Standardized Conformity Assessment Systems”.
It is important to note that, in general, the dealer agreement cannot be considered an “agency contract”, since the distributor acts as the official representative of the manufacturer only with regard to the distribution of the products. In the United Arab Emirates, a commercial agency is an agreement in which an international company hires an agent to distribute, offer, negotiate the sale or purchase of goods on its behalf in the UAE market for a commission or profit. However, the Treaty on Eurasian Economic Union stipulates that liability for infringements of technical regulations and certification procedures is determined by the national laws of the Member States. In addition, the certification bodies, testing laboratories and governmental supervisory bodies of each EAEU country act in accordance with national laws on technical regulations. Therefore, when drafting the agreement between the representative and the manufacturer, the provisions of these laws should also be taken into account. The Uae Agencies Act No. 18 of 1981 (the Act) is a federal law and therefore applies to all Emirates. The law, which is very favorable to agents who provide certain protections such as exclusivity, commission protection, and other legal protections (as described below), was introduced in May 2020 due to Federal Law No. 11 of 2020, which introduced basic requirements for UAE legal entities allowed to register as commercial agents with the Ministry of Economy (CEE).
The following information is provided in accordance with legal and regulatory compliance practices in the Russian Federation. The services of the representative are usually required if the manufacturer is a foreign company and does not have a branch or subsidiary registered in the EAEU. In this case, the manufacturer cannot submit an application himself. However, it should be remembered that Russian law obliges the agent: in the Russian Federation, certification is regulated by the Federal Law “On Technical Regulations” dd. . .