Commercial Contracts: Commission, Distribution, and More
Item 10: More Contracts
Partnership Contracts
Commercial activity is conducive to the provision and obtaining of collaboration. Contracts of this nature are a legal instrument of this cooperation, primarily by taking on obligations.
A) Activity (or Media) Contracts: Just the realization of this with due diligence to discharge the contract, and the employee is entitled to receive the agreed salary, regardless of whether the activity is permitted or not achieving the desired result.
B) Result Contracts: Pending the achievement of the outcome, no obligation is met. The risk of failure will be for its developers.
The Commission Contract
The commission contract is a mandate of a commercial nature with the following features:
- It is a mandate that a person (commission agent) agrees to provide some service on behalf of the principal.
- The purpose of the commission must be a commercial act, its implementation being the commission’s legal business and to generate relations.
- The principal or commission must be a trader.
- The internal relationship between principal and commission is not a lasting relationship, but an instantaneous relationship is concluded and exhausted on the perfection and consummation of the purpose of the commission.
- The commission is a consensual contract bilaterally.
Modalities of Commission
The agent always acts as an employee to perform the task; 2 ways:
- Hiring in its own name without having to declare who their principal is.
- Hiring in the name of his principal, so it must say so.
Commission Agent Obligations
- Meeting the order received personally, but when the client authorizes delegation, the commission will respond. Regarding performance of compliance, it can be distinguished:
- Commission Imperative: The client specifies in detail the terms of the contracts.
- Commission Tentative: The client determines some aspects of business execution, leaving the rest to be cautious and commission trade practice.
- Commission Empowered: The client authorizes the commission to act arbitrarily, must comply with the usages of trade.
- Inform the client often of news of interest to successful negotiation.
- To pay and settle the accounts of sums received for the commission, reinstating the surplus to the principal, within and in writing.
Obligations of the Client
- Make the provision of funds to the commission.
- Pay or premium pay for the commission; the right is born to fulfill the request.
- Reimburse the commission costs and disbursements it has made.
- Assume the effects of the contract stipulated with the third party.
Commission Privileges
The right to have effects that have been delivered (payment of his commission, advances, and expenses incurred without being able to dispossess them to pay such concepts) and the right of preference.
Termination of Contract of Commission
In addition to the ordinary causes of extinction of contracts, the commission merchant dies. Death or inability of the commission agent. The commission is freely revocable by the principal. The commission cannot complain after having accepted.
Special Cases of Commission
Committee of Sale: If the commission acts on behalf of the principal, the effect of the sale is between the principal and the person with whom the agent contracts. When hiring in their own name, the agent acquires ownership of goods sold and the property that was bought. But this doctrine rejects this interpretation.
Spanish Prohibitions: The self-entry of the commission without authorization from the principal, alteration of markings of the effects bought or sold, and selling periods without permission from the principal.
Guarantee Fee: The commission charged on the sale, besides the ordinary commission, another call warranty at your expense and risk of collection, being obliged to pay the principal the proceeds of the sale.
Self-Entry of the Commission: Buy for if he has been ordered to sell, or sell what you have been charged without authorization buy. It prohibits sales commissions and implementation of called cross without authorization from the principal.
Transportation Commission: It is one in which the view of the commission consists of the holding by the commission of a contract of carriage on behalf of his principal.
The Ship Port: They are independent of the shipping business partners, are designed by law as commission of shipping at the conclusion of contracts of chartering and transport.
Other Partnership Contracts
Granting or Commercial Distribution: It is a partnership between employers contract for the distribution of goods or services under the brand prestige, where the dealer acts on behalf of their own, under conditions so. The concessionaire assumes all the costs and risks of these contracts is common operation. The exclusivity clause and that its duration is indefinite, both parties having the right to terminate the contract at any time.
Franchising: Contract by which a firm, franchise, yielding to another franchisee, the right to exploit their own system of marketing of products or services. This is complemented by a pact with the exclusive right and obligation of the franchisee of using distinctive signs and business skills of the franchisor.
Obligations of Franchisor
- Allow the franchisee to use their signs.
- Provide technical assistance through the communication systems of know-how.
- Deliver products and elements used.
- Maintain advocacy efforts and publicity.
- Supervise and monitor the proper implementation of commercial techniques.
Obligations of the Franchisee
- Paying for financial compensation, Franchise Fee (initial amount) and royalties (amount proportional to sales).
- Apply systems of commercialization and respect of image.
- Provide adequate stock of products and means.
- Observe the franchisor.
- Providing information on the status of respect.
- Exclusive pacts.
The Agency: A natural or legal person is forced against another, on an ongoing basis for remuneration to promote trade acts or operations employed as an independent broker without assuming the risk of such operations. It is characterized by a lack of impartiality and the possibility to conclude contracts on behalf of his principal and his agent independence.
Mediation or Brokerage: Contract with nouns, atypical, bilateral consensual and that a person is obliged to pay compensation to another who undertakes to facilitate the conclusion of the contract, in case you get in touch with a third party which is perfected. The mediator himself only receives his salary (= commission) if as a result of their activity produces the result of the contract of mediation. Example: real estate.
Factoring: A contract of partnership in business management and eventually the financing of the company. Many different kinds of factoring arrangements can be seen, given the freedom to autonomy of contractors. However, it is arranged to allow employers to obtain the cooperation of a factoring company in exchange for appropriate remuneration:
- Information about customers.
- The billing services products such clientele.
- The management of bill collection.
- Coverage risk of insolvency of the debtor of the invoices.