CELEX: 51976PC0670
Language: en
Date: 1976-12-13
Title: PROPOSAL FOR A COUNCIL DIRECTIVE TO COORDINATE THE LAWS OF THE MEMBER STATES RELATING TO ( SELF-EMPLOYED ) COMMERCIAL AGENTS

No C 13/2                           Official Journal of the European Communities                              18. 1. 77
                                                             II
                                                    (Preparatory Acts)
                                                COMMISSION
                Proposal for a Council Directive to coordinate the laws of the Member States relating to
                                            (self-employed) commercial agents
                           (Submitted by the Commission to the Council on 17 December 1976)
  THE COUNCIL OF THE EUROPEAN COMMUNITIES,                       similar to those of a single market, and this
                                                                 necessitates approximation of the legal systems of the
 Having regard to the Treaty establishing the                    Member States to the extent required for the proper
 European Economic Community, and in particular                  functioning of the common market; whereas in this
 Articles 57 (2) and 100 thereof,                                regard the rules concerning conflict of laws do not, in
                                                                 the matter of commercial representation, remove the
 Having regard to the proposal from the Commission,              inconsistencies referred to above, nor would they
                                                                 even if they were made uniform, and accordingly the
 Having regard to the opinion of the European                    proposed harmonization is necessary notwithstanding
 Parliament,                                                     the existence of those rules;
 Having regard to the opinion of the Economic and               Whereas in this matter the legal relationship between
 Social Committee,                                               commercial agent and principal must be given
 Whereas the restrictions on freedom of establishment            priority of treatment;
 and freedom to provide services in respect of                   Whereas in many cases commercial agents are as a
 activities of intermediaries in commerce, industry and          rule, though in differing degrees, economically in a
 small craft industries were abolished by Council                weak position vis-a-vis their principals, and it is
 Directive 64/224/EEC of 25 February 1964 (x);                  accordingly appropriate that in harmonizing and
                                                                improving the minimum rules in the laws of the
Whereas the differences in national laws concerning
                                                                Member States relating to commercial agents there be
commercial representation substantially affect the
                                                                alignment upon the principles set out in Article 117
conditions of competition and the carrying on of that
                                                                of the EEC Treaty,
 activity within the Community and can be
detrimental both to the protection available to
commercial agents vis-a-vis their principals and to
the security of commercial transactions; whereas                HAS ADOPTED THIS DIRECTIVE:
moreover those differences are such as to inhibit
substantially the conclusion and operation of
commercial representation contracts where principal                                    CHAPTER I
and commercial agents are established in different
Member States;                                                                    Scope of Application
Whereas trade in goods between Member States
                                                                                        Article 1
should be carried on under conditions which are
                                                                1.    The harmonization measures prescribed by this
(x) OJ N o 56, 4. 4. 1964. o. 869/64.                           Directive apply to the laws, regulations and
 ---pagebreak--- 18.1. 77                            Official Journal of the European Communities                             No C 13/3
administrative provisions of the Member States                                       CHAPTER II
governing the relations between self-employed
commercial agents and their principals.                                     Rights and duties of the parties
2.     National laws and trade usages which are not
inconsistent with the provisions of this Directive shall                               Article 5
continue to apply to the relations referred to in
paragraph 1.                                                  1.     The commercial agent shall in carrying out his
                                                              activities act fairly and in good faith vis-a-vis his
                                                              principal and third parties. He shall perform his
                        Article 2                             duties with the care which a sound businessman
                                                              would exercise.
For the purposes of this Directive the expression
'commercial      agent'     means     a     self-employed     2.     Without prejudice to and in pursuance of the
intermediary who has continuing authority for a               general duty specified in paragraph 1 the commercial
fixed or indeterminate period to negotiate and/or to          agent shall:
conclude an unlimited number of commercial                    (a) at all times supply to the principal the
transactions in the name and for account of another               information he needs in order to conduct the
person (who is hereinafter called 'the principal').               business satisfactorily, especially as regards the
                                                                  solvency of third parties in current commercial
                                                                   transactions of which the agent is aware;
                        Article 3                             (b) keep separately from his own moneys all sums
                                                                   received for the principal and pay them over to
This Directive does not apply:                                    him without delay;
                                                              (c) keep proper accounts relating to the accounts
— to intermediaries who are wage or salary earning
                                                                   receivable and assets of his principal;
    employees within the meaning of Directive
     64/224/EEC of 25 February 1964,                          (d) look after such property as is given into his
                                                                   possession with the care which a sound
— to intermediaries who act in their own name,                    businessman would exercise;
                                                              (e) comply with all instructions given to him by the
— to intermediaries appointed to negotiate or to                   principal for attaining the object of the agency,
     conclude in the name of the principal a specified             provided they do not basically affect the agents'
     transaction or a number of specified transactions             independence. The agent may arrange his
     only,                                                         activities and use his time as he thinks fit.
— to intermediaries who carry on their activities in          3.     Unless otherwise agreed the commercial agent
    the insurance or credit fields.                           may employ the services of commercial agents and
                                                              commercial travellers.
                        Article 4
                                                                                      Article 6
The Member States are at liberty:
                                                              The commercial agent shall not, even after the
1. not to apply Articles 15 (4), last sentence, 19, 26        contract has come to an end, divulge to third parties
   (2), 30 and 31 to persons who act as commercial            or turn to account any commercial or industrial
   agents but by way of secondary activity only; the          secrets which were disclosed to him or of which he
   question whether the activity is carried on in that        became aware because of his relationship with the
   way being determined in accordance with                    principal, unless he proves that his doing so is
   commercial usage in the State whose law governs            consistent with the principles of a sound
   the relations between principal and agent;                 businessman.
2. to apply some or all of the provisions of this
   Directive, as the case requires, to persons who                                    Article 7
   carry on other trades or professions and who,
   although they work for their own account and/or            1.     The commercial agent may carry on business
   in their own name, can under the national law be           for his own account or for account of a third party
   assimilated to commercial agents.                          provided that business is in goods or services which
 ---pagebreak--- No C 13/4                             Official Journal of the European Communities                                18.1. 77
do not compete with those for which he was                       shall make available to the commercial agent all the
appointed to represent the principal. In particular he           assistance he needs, having regard to the
may undertake to act as commercial agent for                     circumstances, for the performance of his part of the
another principal or work for an employer as a                   contract.
salaried or wage-earning representative.
                                                                 2.     Without prejudice to the general duty specified
2.      The commercial agent shall obtain the consent            in paragraph 1, the principal shall make available to
of his principal for the carrying on of any activity for         the agent in suitable quantity such materials,
his own account or for account of a third party if               information and documents as are necessary for the
that activity involves goods or services which                   performance of his activities. He shall in particular:
compete with those for which he has been appointed
 to represent the principal.                                     (a) supply the agent with samples, designs, price lists,
                                                                       printed advertising material, conditions of
3.      The parties may derogate from the provisions of                contract and other documents relating to the
 paragraphs 1 and 2 and, in particular, agree that the                 goods and services for which he has been
 commercial agent shall not carry on other activities                  appointed agent;
 for account of another principal, for his own account
                                                                  (b) provide the commercial             agent with      all
 or as an employee.
                                                                       information       which     is requisite  for    the
                                                                       performance of the contract, particularly as
                           Article 8                                   regards current and prospective production, and
                                                                        inform the agent without delay when the
 1.      Where the commercial agent has had to meet a                  principal foresees that the volume of commercial
 claim for breach of industrial, commercial or                         transactions that the principal will be able to
  intellectual property rights over goods or services                  execute will be considerably lower than the
                                                                        commercial agent could normally expect.
  forming the subject-matter of his agency he may
  claim damages from his principal if the breach was              (c) inform the commercial agent without delay of
  caused by the principal.                                              the acceptance, refusal or, in appropriate cases,
                                                                        the partial performance of a commercial
  2.     The provisions of paragraph 1 shall apply                      transaction.
  mutatis mutandis in the event of breach of the rules
  of fair competition.
                           Article 9                                                       CHAPTER III
   1.    The commercial agent shall have authority to
   negotiate commercial transactions for account of the                 Remuneration and reimbursement of expenses
   principal. He shall have authority to conclude
   agreements in respect thereof only where the
   principal empowers him to do so.
                                                                                            Article 11
   2.    The agent shall be presumed to have authority:
                                                                   1.     The principal shall remunerate the commercial
   — to receive complaints from third parties where                agent by paying him commission or a fixed sum or
       goods or services supplied are defective, and,              both. Any variable item of remuneration which is
       where goods are not accepted, notices that they             calculated by reference to turnover shall be deemed
        are available for collection,                              to be commission.
   — to protect the principal's rights to have the means
        of proof preserved.                                        2.     The amount of commission shall be agreed
                                                                    between the parties. In the absence of agreement the
    3.    Limitations of the agent's authority shall be             agent shall be entitled to the commission that is
    ineffective as against third parties unless they were          customarily allowed to agents appointed for the
    aware or ought to have been aware thereof.                      goods or services which form the subject-matter of
                                                                    his agency in the place where he carries on his
                                                                    activities. If there is no custom as to the commission
                            Article 10                              the agent shall be entitled to a fair commission.
    1.    The principal shall in his relations with the             3.    Agency contracts which exclude the agent's
    commercial agent act fairly and in good faith. He               right to be remunerated shall be void.
 ---pagebreak--- 18. 1. 77                           Official Journal of the European Communities                             N o C 13/5
                       Article 12                              (a) as soon as and to the extent that the principal has
                                                                    performed his part of the transaction, even if he
1.     The commercial agent shall be entitled to                     fails to carry out his obligations fully in the
commission on commercial transactions entered into                   manner agreed or satisfies some of them only
during the currency of the contract:                                 partially; or
(a) where the transaction        is  procured    by   the      (b) as soon as and to the extent that the third party
                                                                     has performed his part of the transaction.
     commerical agent; or
                                                               3.     If the principal or the third party fails to
(b) where the transaction is entered into with a thi^d
     party with whom the agent has previously                  perform his part of the transaction in full the amount
     negotiated or agreed a transaction falling within         of commission due shall be calculated by reference to
     the terms of his agency; or                               the value of that part performed whose value is the
                                                               higher.
 (c) where the commercial agent is appointed to
                                                               4.      The parties may agree that so long as the third
     cover a specific geographical area or a specific
                                                               party has not performed his obligations the
     group of people and the transaction is entered
     into in that geographical area or with a person           commission shall be payable at a later time than that
                                                               provided for in subparagraph (a) of paragraph 2
     belonging to that group, notwithstanding that the
     transaction was negotiated or agreed otherwise            above. The commission shall, however, be payable in
     than by the commercial agent.                             all cases not later than the last day of the third
                                                               month following the month during which the
                                                               principal completed the performance of his part of
2.     The commercial agent shall not be entitled to           the contract. Where the parties agree as aforesaid the
 the commission referred to in paragraph 1 if by virtue        agent shall be entitled to receive a payment on
of Article 13 that commission is payable to another             account, of suitable amount, not later than the last
agent.                                                          day of the month following the month during which
                                                               the principal completed the performance of his part
                        Article 13                              of the contract.
                                                               5.      The principal shall each month supply the
The commercial agent shall be entitled to                       commercial agent with a statement of the amount of
 commission on commercial transactions entered into             commission earned and the amount of commission
 after the contract has come to an end:                         payable. The statement shall set out the essential data
                                                                used in calculating the amounts of commission. The
 (a) where the transaction was negotiated by him; or
                                                                statement shall be prepared promptly and in any event
 (b) where, the preparatory work having been done               not later than the last day of the month following
      by him, the transaction was entered into mainly           that in which the commission in question was earned.
      as a result of his efforts during the currency of         The parties may agree that this period shall be
      the contract; in these cases, however, he shall be        extended to three months.
      entitled to commission only if the transaction
      was entered into within a reasonable period after
     the contract came to an end, a 'reasonable                                          Article 16
     period' being one which is proportionate to the
                                                                1.      The right to commission shall be extinguished:
     type of transaction in question and to the volume
     thereof.                                                   (a) where the commercial agent has not fulfilled his
                                                                      obligations under Article 5 (2) (a), the principal
                        Article 14                                    having entered into the commercial transaction
                                                                      without being aware of the third party's
                                                                      insolvency and it being established that the third
 Where the commercial agent is under duty to the
                                                                      party has not or will not perform his part of the
 principal to collect payment of moneys, the
                                                                      transaction; or
  commercial agent shall be entitled to a special
 commission therefor.                                           (b) if and to the extent that it has become impossible
                                                                      to perform the transaction, this being in no way
                                                                      attributable to the principal; or
                        Article 15
                                                                (c) if performance of the transaction cannot
  1.    The right to commission arises at the moment                  reasonably be required of the principal,
  when the principal and the third party enter into the               particularly where there exist in relation to the
  commercial transaction.                                             third party serious grounds for non-performance.
                                                                2.      Any commission which the commercial agent
  2.    The commission shall be payable upon the                 has     already    received    for   these  commercial
  happening of either of the two following events:              transactions shall be refunded.
 ---pagebreak---  No C 13/6                         Official Journal of the European Communities                               18.1.77
                       Article 17                             3.    In applying paragraph 2 the following shall be
                                                              taken into account:
Unless otherwise agreed commission shall be                   (a) the expenses incurred by the commercial agent
 calculated on the gross amount of the invoice                     for the purpose of setting up the agency and
 without deduction of cash discounts, fidelity rebates             preparing to commence business;
or reductions allowed unilaterally by the principal
 after entry into the commercial transaction, and             (b) the amounts which the commercial agent has
 without deduction of incidental expenses such as                  saved on expenses, the amounts which he has
 costs of transport, packaging, insurance, taxes and               earned in carrying on some other activity and
 customs charges, unless these incidental expenses are             those which he has deliberately not earned
 invoiced separately to the customer.                              because he has declined some activity which was
                                                                   nevertheless suitable.
                       Article 18                                                      Article 20
 1.   The commercial agent shall be entitled to be            1.    The commercial agent shall not be entitled to
 supplied with all necessary extracts from the copies         reimbursement of expenses incurred in the usual
of the principal's books of account, together with            course of his activities unless the parties have agreed
explanations thereof, to enable him to check the              otherwise or there is a custom to the contrary.
amounts of commission to which he is entitled.
Article 6 shall apply mutatis mutandis.
                                                              2.    Where, however, the agent incurs expenses in
                                                              connection with special activities undertaken on the
2.    If there exist proper grounds for thinking that         instructions or with the consent of the principal, he
the items referred to in paragraph 1 which the                shall be entitled to be reimbursed.
principal has supplied are incorrect or incomplete, or
if the principal refuses to supply them, the agent shall
be entitled to require that either the agent himself of
some person designated by the agent (being a person                                   CHAPTER IV
qualified for that purpose in accordance with the
requirements of the national law applicable in the
State where the books of account are kept), at the                                    Del credere
option of the principal, be given access to the books
of account and the accounting documents for the
                                                                                       Article 21
purpose of examining them. This right may be
exercised to the extent necessary for checking the
correctness or completeness of the commission                 1.    Every agreement whereby the commercial agent
statement or of the said items.                              guarantees in favour of his principal that a third
                                                              party will pay the price of goods or services forming
                                                              the subject-matter of commercial transactions which
                                                              the agent has negotiated or agreed, shall be evidenced
                       Article 19
                                                              in writing or by cable, telex or telegram. This type of
                                                             agreement is hereinafter referred to as a del credere
1.    The agent shall be entitled to remuneration if he       agreement.
has already fulfilled his obligations under the agency
contract or if he has already taken steps to meet            2. (a) A del credere agreement covering transactions
those obligations, even though the principal has made                which were not negotiated or agreed by the
no use of his services or has used them to a                          commercial agent shall be void.
considerably lesser extent than the agent could
normally have expected, unless the principal's                   (b) A del credere agreement shall be concluded in
conduct is due to circumstances beyond his control.                   relation only to a particular commercial
                                                                      transaction or in relation to a series of such
2.    Usually, in calculting the remuneration referred                 transactions with particular third parties who
to in paragraph 1, account shall be taken of all the                   are specified in the agreement.
circumstances, the basis being the average monthly               (c) Any del credere agreement which amounts to
remuneration of the commercial agent during the 12                     an unlimited guarantee on the part of the
months before the circumstances described in                           commercial agent for transactions falling
paragraph 1 arose. If the contract was concluded less                  within the first sentence of paragraph 1 shall
than 12 months previously the remuneration shall be                   be void.
calculated on the basis of the average monthly
remuneration paid during the currency of the                 3.     The commercial agent shall be entitled to be
contract.                                                    paid a separate commission, of reasonable amount,
 ---pagebreak---  18.1.77                              Official Journal of the European Communities                              No C 13/7
for transactions entered into to which his del credere                                     Article 24
guarantee applies.
                                                                  Article 23 shall apply mutatis mutandis where by
4.     The parties may derogate from the provisions of           mutual agreement the agency contract is terminated.
paragraphs 1 to 3 as regards transactions:
 (a) in which the place of business of the principal, or
      of the third party is outside the territory of the                                   Article 25
     Community or, if the principal or third party has
     no place of business, then his place of habitual            Subject to Articles 27 and 28 a contract for a fixed or
      residence is outside that territory; or                     determinable period shall terminate upon the
 (b) which the agent has been given full power to                 expiration of the period for which it was made.
      agree and to carry out.                                     Unless otherwise agreed a contract for a fixed or
                                                                 determinable period which continues to be performed
                                                                  after that period has expired shall be deemed to be
                        CHAPTER V                                converted into a contract for an indeterminate
                                                                 period.
Bankruptcy or winding-up of the principal, execution
                      and assignment
                                                                                           Article 26
                         Article 22
                                                                 1.     Where the contract is concluded for an
1.     Natural persons whose income is mainly                    indeterminate period either party may terminate it by
derived from a commercial agency shall as regards                notice. Notice shall be given in writing. The period of
sums owing to them for remuneration and                          notice shall be the same for both parties.
reimbursement of expenses be treated as employees
of the principal where bankruptcy or winding-up                  2. During the first year of the contract the notice
proceedings have been opened in respect of the                   shall be of not less than two months. After the first
principal or an arrangement, composition or other                year the period of notice shall be increased by one
procedure is in progress with the principal's creditors.         month for each additional year which has begun. The
                                                                 Member States may prescribe a maximum period of
2.     The natural persons to whom paragraph 1                   notice which shall in no case be less than 12 months.
applies shall in relation to sums owing to them by the           Periods of notice shall coincide with the end of a
principal on        account      of   remuneration     and       calendar month.
reimbursement of expenses enjoy those rights to
which employees are entitled as regards the amount
of income for which execution cannot issue where                                           Article 27
third parties obtain an order for execution against the
principal.
                                                                 1. Either party may terminate the contract at any
3.    The provisions of national law relating to                 time:
employees shall apply mutatis mutandis to the natural
                                                                 (a) where the other party has in relation to the
persons referred to in paragraph 1 as regards
                                                                      contract committed a fault such that the party
assignment of sums owing to them by the principal                 v
                                                                      who terminates cannot be required to keep it in
for remuneration and reimbursement of expenses.
                                                                       being until the end of the period of notice or
                                                                       until the ehd of its agreed period of duration; or
4.     The Member States may fix maximum figures
of income for purposes of the application of                     (b) where some circumstance arises which makes it
paragraph 1.                                                          impossible to perform the contract, or which
                                                                       seriously prejudices its performance, or which
                                                                       substantially undermines the commercial basis of
                       CHAPTER VI
                                                                       the contract, so that the party who terminates
                                                                      cannot be required to keep it in being until the
 Making of the contract and cessation of the contract                  end of the period of notice or until the end of its
                                                                      agreed period of duration.
                         Article 23
                                                                 2.     Termination must be effected vis-a-vis the other
Each party shall be entitled to receive from the other           party as soon as the fault becomes known or as soon
a signed written document setting out the terms of               as the events which justify termination have occurred.
the contract and any terms subsequently agreed. Any              The party who terminates shall upon request of the
purported waiver of this right shall be invalid.                 other inform him in writing of the reasons therefor.
 ---pagebreak--- N o C 13/8                          Official Journal of the European Communities                                18.1. 77
3.    Where the contract is terminated under                        remuneration for transactions negotiated or
paragraph 1 (a) the party who is at fault shall be                  agreed, after the contract has come to an end,
liable in damages to the other.                                     between the principal and the customers referred
                                                                    to in subparagraph (a) above.
                        Article 28                             2.     The goodwill indemnity shall be reasonable in
                                                               amount having regard to all the circumstances. It
1.    Where one of the parties terminates the contract         shall be equal to not less than one-tenth of the
or declares that it is at an end, without in either case       annual remuneration calculated on the basis of the
observing the proper period of notice provided for by          average remuneration during the preceding five years,
the contract or by law, and neither of the grounds for         including transactions on which commission arises
termination set out in Article 27 applies, that party          under Article 13, multiplied by the number of years
shall be liable in damages to the other.                       for which the contract has been in existence. If the
                                                               contract was concluded less than five years
2.     In the cases referred to in paragraph 1 the             previously the indemnity shall be calculated on the
commercial agent shall be entitled to claim a                  average remuneration received during the period
lump-sum indemnity in lieu of damages where the                which has actually run.
contract is terminated by the principal or declared by
him to be at an end. The indemnity shall be
                                                               3.     The amount of the indemnity shall not exceed
calculated on the basis of the average remuneration
                                                               twice the average annual remuneration calculated in
paid to the agent during the period of 12 months
                                                               the manner provided in paragraph 2. Subject always
preceding the declaration or termination. If the
                                                               to this maximum, either party may request that the
contract was concluded less than 12 months
                                                               amount of the indemnity be calculated otherwise
previously the indemnity shall be calculated on the
                                                               than as provided in paragraph 2 where, having regard
basis of the average remuneration received during the
                                                               to all the circumstances, it would be equitable so to
currency of the contract up to the time when the
                                                               calculate it.
relevant event took place. The indemnity shall be
paid for the unexpired period of the contract but
subject to a maximum period of two years.                      4.     Where the agent terminates the contract by
                                                               notice the period of which is consistent with the
                                                               period of notice required by the contract or by law,
                        Article 29                             he shall be entitled to an indemnity not exceeding the
                                                               amount provided for in paragraph 2. If such
1.    Upon cessation of the contract the commercial            termination is . justified having regard to the
agent shall deliver up to the principal the materials          principal's conduct, or for reasons which are
and documents referred to in Article 10 (2) unless he          particular to the agent, such that the agent cannot be
has disposed of them in the normal course of                   required to continue his activities, the indemnity may
business.                                                      be fixed at the maximum amount provided for in
                                                                paragraph 3 if this is equitable.
2.    T o secure the rights of the commercial agent as
regards     remuneration       and  reimbursement      of       5.    The right to goodwill indemnity shall not by
expenses, he shall have a lien over such movables and          prior agreement be contracted out of or restricted. It
other property of the principal as are in his                  may be exercised only during the period of three
possession pursuant to the contract, which lien shall          months following cessation of the contract.
continue after cessation of the contract.
                                                               6.     The right to indemnity provided for in Article
                                                               28 shall not affect the right to goodwill indemnity.
                        Article 30
1.    After cessation of the contract the commercial
agent or his heirs shall be entitled to require payment                                Article 31
by the principal of a goodwill indemnity:
(a) where the agent has brought new customers to               N o claim to goodwill indemnity shall arise:
     the principal or has appreciably increased the             (a) where the principal terminates or could have
     volume of business with the existing customers;                 terminated the contract under Article 27 (1) (a);
     and
                                                                (b) where the principal maintains the contract on
(b) where as a result thereof substantial benefits will
                                                                     foot with the agent's successor who was
     continue to accrue to the principal; and
                                                                     introduced by the agent himself or by his heirs,
(c) where, notwithstanding Article 13, the cessation                the successor being from the legal point of view
     of the contract results in his not receiving                   substituted entirely in the place of the agent;
 ---pagebreak---   18.1.77                            Official Journal of the European Communities                              No C 13/9
 (c) where the agent terminates the contract without                                  CHAPTER VII
      giving notice of the proper duration required by
      the contract or by law and without proper
      grounds under Article 27 (1).                                           General and final provisions
                                                                                         Article 33
                         Article 32
                                                                1.    Where the commercial agency is undertaken by
 1.    Any agreement restricting the business activities        a company or legal person whose most recent annual
 of the commercial agent following cessation of the             accounts show that it has a paid-up capital exceeding
 contract shall be in writing, and in default thereof           the equivalent of 100 000 European units of account,
 shall be void. This type of agreement is hereinafter           the parties may derogate from the provisions of
 referred to as an agreement restricting competition.           Articles 15 (4), 19, 21, 26 (2) and 30.
                                                                2.    The European unit of account (EUA) means the
 2.    An agreement restricting competition shall               unit of account defined in Commission Decision
 apply only in relation to the geographical area or             3289/75/ECSC of 15 December 1975 (*).
 group of persons entrusted to the commercial agent
 and to the goods and services covered by his agency
 at the time when the contract came to an end.                                          Article 34
3.     An agreement restricting competition shall be            1.    Claims which arise under the foregoing
 valid for not more than two years after cessation of          provisions shall be subject to a limitation period of
 the contract.                                                 four years. The limitation period shall begin to run
                                                               from the end of the year during which the claim
                                                               arose.
4.     Subject to the provisions of paragraph 5 the
principal shall pay to the commercial agent a suitable         2.    As regards claims which arise during the last 10
 indemnity so long as the agreement restricting                years of the contract for commission which has not
competition is in force. The indemnity shall be                 been included in the statement referred to in Article
calculated on the basis of the remuneration of the              15 (5), or for reimbursement of expenses under
 commercial agent and shall have regard to all the             Article 20, the limitation period shall begin to run
circumstances of the case.                                     from the end of the year during which the contract
                                                               came to an end.
5. (a) Where the principal terminates the contract
        under Article 27 (1) (a) the agreement                                          Article 3S
         restricting competition shall continue effective
         but the agent shall not be entitled to the            1.    Any stipulation whereby the parties derogate, to
         indemnity.                                            the detriment of the agent, from the provisions next
                                                               hereinafter mentioned shall be void: Articles 5 (1), 8,
    (b) Where the commercial agent terminates the              10 (1), 10 (2) (b) and (c), 11 (1) and (3), 12 (1), 13,
         contract under Article 27 (1) (a) the agreement       14, 15, 16 (1), 18, 19 (1) and (2), 20 (2), 21 (1) (2)
         restricting competition shall apply unless
                                                               and (3), 23, 26, 27, 28, 29 (2), 30, 32 and 34.
         terminated by him. Such termination shall be
         effected in writing.
                                                               2.    In addition to the cases of derogation permitted
    (c) Where either party terminates the contract             under Article 21 (4) and Article 33, the parties may
         under Article 27 (1) (b) or thereunder declares       derogate from the compulsory provisions specified in
         it to be at an end, the other party may               the foregoing paragraph in relation to those activities
         terminate the agreement restricting competi-          which the commercial agent carries on outside the
         tion. Such termination shall be effected in           Community.
        writing.
                                                                                        Article 36
6.     Before the contract has come to an end the
principal may terminate the agreement restricting              1.    The Member States shall before 1 January 1980
competition and, if he does so, shall after the                adopt and publish the provisions which are necessary
expiration of six months from the time when he gave
notice of termination no longer be under obligation
to pay the indemnity referred to in paragraph 4.               (') OJ N o L 327, 19. 12. 1975,  p. 4.
 ---pagebreak--- No C 13/10                       Official Journal of the European Communities                              18.1. 77
to comply with this Directive and shall inform the          and administrative provisions which they plan to
Commission thereof immediately. They shall apply            adopt in the field governed by this Directive.
those provisions from 1 July 1980.
2.   From the time of notification of this Directive
the Member States shall inform the Commission, in                                  Article 37
good time to enable it to communicate its
observations, concerning the draft laws, regulations        This Directive is addressed to the Member States.