Civil legislation of the Russian Federation provides for the conclusion between individuals and organizations of contract agreements. What is their specificity? In what structure can the corresponding agreement be presented?
What is the purpose of the commission agreement?
A commission agreement for the sale of goods is a contract in accordance with which one party having the status of a commission agent, on behalf of the other, is a principal, and subject to receipt of remuneration, performs certain transactions, moreover on its own behalf, but at the expense of the partner. As a rule, these legal relationships are established in the retail sector. Consider their main features.
Legal relationship between the broker and the principal
The commission contract for the sale of goods can be concluded for a specific period or without fixing the period of validity of the agreement. In addition, it may determine the territory within which the commission agent can carry out its activities. Sometimes the contract also fixes the list of goods that are the subject of the agreement.
As part of the execution of the order, the conditions of which are fixed in the agreement under consideration, the commission agent must provide his partner with a report, as well as transfer the goods that were received under the contract. If the principal has objections to the relevant report, then he must inform the commission agent about them no later than 30 days after receiving the document. The commission contract for the sale of goods may also determine other terms for the response of the principal. If objections to the report are not generated after the expiration of the period specified by law or agreement, then it shall be deemed adopted.
The commission agent, as we noted above, receives remuneration under the contract. In addition, the principal is obligated to compensate him for expenses incurred as part of the execution of the order. The formation of a report within the framework of legal relations, which are established through such a document as a commission agreement for the sale of goods, is the most important aspect of cooperation between the commission agent and his partner. Consider its features in more detail.
Formation of a report by a commission agent: nuances
First of all, it is worth noting that it is extremely important for the client to receive a report from the commission agent on time. This is due, in particular, to the fact that the principal pays upon receipt of revenue under such a document as a commission agreement for the sale of goods, VAT. Thus, the commissioner who is interested in continuing cooperation with the partner should pay special attention to the timely provision of the document in question.
Some particularly strict committees prefer to include in the contract for the sale of goods fines, provisions on penalties in case of untimely reporting by the obligated party. This does not contradict the norms of the Civil Code of the Russian Federation.
The timely receipt of financial statements is of great importance from the point of view of accounting carried out by the principal, if he is a legal entity. The report in this sense is a source that confirms the revenue received by the company on such a document as a commission agreement for the sale of goods. Accounting requires confirmation by the company of the legitimacy of generating income through supporting documents. The report may be one of those.
The client also needs to fix in the contract exactly how he wants to receive reports - in person, by e-mail, by fax or, for example, by courier. A specific method for obtaining a report can be determined, for example, by the features of the mechanism by which the principal records the sale of goods under a commission agreement. If it is based on electronic document management, it may be preferable for the relevant subject of legal relations to receive a report from the commission agent in the form of files.
Contract termination procedure
Another noteworthy aspect of legal relations, within the framework of which a commission agreement may be concluded on the sale of goods and products, is the termination of the relevant agreement. Lawyers recommend prescribing the conditions for the termination of the relevant legal relations directly in the document. In particular, you can specify the expiration date. If it is not indicated, the principal will be entitled to initiate termination of the contract by warning the partner 30 days in advance.
An important nuance: the principal may terminate its participation in legal relations at any time, however in this case it is obliged to compensate the commission agent for possible expenses that are associated with the cancellation of the contract. The amount of the relevant compensation can be specified in the contract. In turn, the commission agent who wishes to terminate the agreement must also notify the partner about this within 30 days.
Contract form
What should the commission agreement for the sale of goods look like? The sample, the form of this agreement are predetermined, first of all, by the list of conditions fixed in it. From the point of view of legislation, the treaty in question should, in one way or another, be concluded in a simple form. It should reflect the essential conditions that make it possible to uniquely determine the list of legal actions of the commission agent. The agreement may contain various annexes that specify the rules that are spelled out in the main document.
Contract structure
Having determined what the contract under consideration is being drawn up for, we will consider in more detail what its model might be. The contract of the commission for the sale of goods (how to fill it out - in print or digital form, this is already chosen by the parties by private agreement) in the aspect of the structure may include the following main sections:
- the preamble;
- a section that reflects the subject matter of the agreement;
- Blocks in which the rights and obligations of the commission agent and the principal are recorded;
- a section determining the procedure for the payment of remuneration;
- a block that reflects the prices of goods, the procedure for settlements of the parties;
- a section that determines the procedure for operations with goods sold by a commission agent;
- a section that defines the responsibility of the parties;
- a block in which the dispute resolution procedure is fixed;
- a section containing additional provisions;
- a block containing the details and signatures of the parties.
Consider the features of these sections of the agreement in more detail.
Commission Agreement: Preamble
The preamble, which may contain a sample contract agreement for the sale of goods, will be fairly standard. It reflects the fact that one party - the principal, in the person of such an economic entity, which acts on the basis of such a constituent document, concludes with the other - a commission agent, in the person of such and such a citizen or organization acting on the basis of such then a document contract.
Its subject is reflected in the next section of the agreement.
Subject of the contract
The following wording may be present in this block of the contract:
- that the commission agent must, in accordance with the order of the principal, carry out at his expense, but on his own behalf, certain transactions;
- about what specific goods should be sold by a commission agent;
- about what is the minimum selling price of products, including VAT;
- that the commission agent is obligated to draw up sales contracts with the buyers of the goods on their own.
The following sections of the agreement reflect the rights and obligations of the parties.
Rights and obligations of partners
The agreements in question most often record the following duties of the commission agent:
- independent search for buyers, preparation and conclusion of contracts with them, moreover, on the most favorable terms for the client;
- fulfillment of obligations stipulated by agreements with customers - in this case, the commission agent acts as the subject of civil relations;
- verification of the quality of the product accepted for sale under the contract;
- careful attitude to the goods received as part of the commission;
- insurance of the product sold, if this is due to the specifics of its sales;
- providing a report to the principal during such a period after the sale of the consignment;
- the sale of goods within a certain period, and if this fails, return it to the client.
The basic rights of a commission agent:
- receive remuneration from a partner in such a period;
- conclude an agreement of the subcommission with another person, if necessary from the point of view of ensuring efficient sales of goods.
In turn, an example of a commission contract for the sale of goods may include the following obligations of the principal:
- timely informing the commission agent about specific conditions, the nature of transactions that he must complete;
- pay the partner a fee in the prescribed amount;
- compensate for the expenses of the commission agent arising from transactions.
Principal rights of the principal:
- receive a report from the partner on time;
- receive from the commission agent unsold goods in proper quality;
- cancel the commissioner's order in the manner specified by agreement.
The next section of the contract determines the payment by the principal of the remuneration to his partner.
Commission fee
Compensation for trade operations carried out under a commission contract for the sale of goods is usually paid as a percentage of revenue from the sale of products. In this section, thus, the value of the corresponding commission is fixed, as well as:
- terms of payment of remuneration in case of cancellation of orders by the principal;
- terms of surcharges to the commission agent for expenses incurred by him in the performance of transactions.
The next block of the agreement is on the prices of goods, as well as on the procedure for settlements between the parties to legal relations.
Prices of goods and settlement procedure
The following wording may be present in this section:
- that the commission agent agrees to sell goods at prices not lower than those that are set as minimum in the relevant section of the document;
- that the commission agent is obligated to compensate the difference between the minimum price and the one at which the goods were sold, if it is even lower (if it is not proved that there was no alternative to such a sale, and its failure could cause even greater losses);
- that the commission agent has the right to take the corresponding difference in the cost of goods to his account, while the principal in this case does not have the right to refuse the transaction;
- that the amounts received by the commission agent from buyers are transferred or transferred in the prescribed manner to the principal within 3 days after their receipt;
- that the commission agent himself has the right to withhold from the proceeds the remuneration provided for by the contract.
The next section of the contract is about the product to be sold.
Section on the product under the commission agreement
A standard commission contract for the sale of goods in the block under consideration may contain the wording:
- that the goods received by the commission agent remain in the ownership of the principal;
- that the commission agent is responsible for damage, shortage, loss of the goods received, if his guilt in such incidents is obvious;
- that the commission agent has the right to use the goods received as a pledge in order to ensure the fulfillment by the principal of his obligations;
- that the transfer of goods for sale to the commissioner, as well as its return are documented in a separate act.
The relevant act may also matter in terms of accounting for the goods. The fact is that its procedure may involve reflection in special registers of any significant business transactions, the implementation of which provides for a commission agreement for the sale of goods. Postings in accounting for them can also be used very different, and their application depends on the specifics of a particular business transaction, which, first of all, must be correctly confirmed. In particular - with the help of an act that can confirm the transfer of goods to the commission agent by the principal, as well as his return.
Responsibility of contract partners
The next block of the commission agreement reflects the responsibility of the parties. Here the wording will be fairly standard:
- that the party that has not fulfilled its obligations under the contract compensates the losses of the other;
- that a certain amount of penalties may be imposed on one side or another;
- the fact that the fact of imposing these sanctions does not cancel the obligations of the parties to fulfill the terms of the contract;
- that the responsibility of a party does not occur if its actions are caused by force majeure.
The next block of the document is about dispute resolution.
Settlement of disputes of the principal and commission agent
Here, too, everything is pretty standard. In this section of the contract, the wording is fixed:
- that the parties should first of all overcome disagreements through negotiations;
- that if it is impossible to reach a compromise, the parties initiate consideration of the dispute in court.
The contract in question may contain various additional provisions.
Additional Provisions
Here may be the wording:
- that any adjustments to the agreement are made upon their agreement between the parties in writing;
- that the contract is concluded in 2 copies and comes into force from the date of their signing;
- that the agreement is supplemented by such and such annexes, if any;
- that on all issues that are not governed by the agreement, the parties should be guided by the current regulatory legal acts of Russia.
Bank details and signatures
At the end of the contract, a block is placed in which:
- the details of the parties are reflected - from the principal they are usually presented by the TIN, PSRN, information on the bank account, from the commission agent - by the address of registration if he is an individual;
- the signatures of the parties are put - indicating the name of the commission agent, the representative of the committing company.
What might the commission agreement for the sale of goods look like? The form of the relevant agreement may look something like the image below.
The specific sample for filling out this form will be determined by the content of legal relations, the legal form of the parties to the transaction, and the characteristics of the goods sold.
The document should, first of all, comply with the norms of the Civil Code of the Russian Federation. If this criterion is not met, then the contract will be considered void, and the accounting of operations on it will be significantly complicated for the principal.