【正文】 ulting in such detriment to the other party as to substantially deprive him of what he is entitled to expect under the contract, shall be considered as a substantial breach for the purpose of article . above. Circumstances in which it would be unreasonable to require the terminating party to continue to be bound by this contract, shall be considered as exceptional circumstances for the purpose of article above. 　　一方當(dāng)事人由于不履行本合同的全部或部分義務(wù)而損害另一方當(dāng)事人的利益以致使其基本喪失期望從本合同取得的利益。 　　. Furthermore, the parties agree that the following situations shall be considered as exceptional circumstances which justify the earlier termination by the other party: bankruptcy, moratorium, receivership, liquidation or any kind of position between the debtor and the creditors, or any circumstances which are likely to affect substantially one party’s ability to carry out his obligations under this contract. 　　另外，雙方當(dāng)事人同意認(rèn)定以下情況為異常情況，可以作為一方要求提前終止合同的理由：破產(chǎn)、延期償付權(quán)、破產(chǎn)財產(chǎn)管理、清算或任何債權(quán)人和債務(wù)人之間的償付協(xié)議，以及其他可能嚴(yán)重影響一方執(zhí)行本合同義務(wù)能力的情況。(或者，終止合同一方證明實際損失低于此數(shù))。 　　. The amount of the in indemnity shall not exceed a figure equivalent to an indemnity for one year calculated from the Agent’s average annual remuneration over the preceding five years and, if the contract lasted for less than five years, the indemnity shall be calculated on the average for the period in question. 　　補償費的數(shù)額不得超過相當(dāng)于一年的補償，即按過去五年中代理人年平均報酬計算，如果合同持續(xù)期不滿五年，應(yīng)按實際年限的平均數(shù)進(jìn)行計算。 　　b) where the Agent has terminated the contract, unless the termination is justified under article 20 or on grounds of age, infirmity or illness in consequence of which the Agent cannot reasonably be required to continue his activities。2 of the introduction. 　　本條所規(guī)定的商譽補償是用以代替由于合同期滿或終止所產(chǎn)生的損失的任何一種補償(違約損害賠償金除外)。 　　c) where, in accordance with article , the Agent assigns his rights and duties under the agency contract to another person. 　　，代理人將其在代理合同中的權(quán)利與義務(wù)轉(zhuǎn)讓給他人。 　　. The Agent shall have no right to indemnity in the following cases: 　　在下列情況下，代理人無權(quán)要求補償： 　　a) where the Principal has terminated the contract according to the conditions set out in article 20。 　　Art. 21 Indemnity in case of termination第二十一條　終止合同的補償 　　. The Agent shall be en . The Agent shall not be titled to an indemnity (“good 　　entitled to an indemnity for will indemnity”) if and to the goodwill or similar extent that: 　　pensation 20 (“goodwill indemnity”) in case of 　　如果發(fā)生以下情況，代理人無權(quán)要求商譽補償或類似的賠償。 　　. If a party terminates the contract according to this article, the arbitrators ascertain that the reasons put forward by that party did not justify the earlier termination, the termination will be effective, but the other party will be entitled to damages for the unjustified earlier termination. Such damages will be equal to the average mission for the period the contract would have lasted in case of normal termination, unless the damaged party proves that the actual damage is higher (or, respectively, the party having terminated the contract proves that the actual damage is lower). The above damages are in addition to the indemnity which may be due under article 21. 　　如果一方當(dāng)事人按照本條規(guī)定終止合同，但是仲裁員確定該方所提出的理由并不能證明提前終止是正當(dāng)?shù)?，終止將生效，但是另一方當(dāng)事人有權(quán)因不正當(dāng)?shù)奶崆敖K止取得損害賠償金。 　　. The parties hereby agree that the violation of the provisions under 18 of the present contract is to be considered in principle, unless the contrary is proved, as a substantial breach of the contract. Moreover, any violation of the contractual obligations may be considered as a substantial breach, if such violation is repeated notwithstanding a request by the other party to fulfill the contract obligations. The parties may make reference here to those particles for which a breach is consider of particular importance. This may be the case for articles 5 (non petition), . (Guaranteed minimum target: if agreed), . (unauthorized registration of the principal’s trademarks by the agent), . (grant of exclusivity by the principal) and (payment of mission to the agent). It is remended that the use of this article should be limited to essential situations only. 　　雙方當(dāng)事人商定，違反本合同的條款應(yīng)在原則上視為是根本違反合同，除非經(jīng)證明情況與此相反。然而，代理人必須在本合同期滿或終止之前按本章節(jié)的規(guī)定，將尚未結(jié)束而據(jù)此款規(guī)定可能發(fā)生傭金的業(yè)務(wù)書面通知委托人。如果合同已持續(xù)五年以上，通知期限為六個月。如果合同已持續(xù)五年以上，通知期限為六個月。 　　. If a contract made by the Principal as a result of orders transmitted by the Agent is not thereafter put into effect, the Agent shall be entitled to mission unless non performance of the contract is due to reasons for which the Principal is not responsible. 　　如果代理人轉(zhuǎn)交定單致使委托人簽訂合同，但此后合同未能生效，代理人應(yīng)有收取傭金的權(quán)利，除非合同未能履行非由委托人應(yīng)負(fù)責(zé)任的原因造成。委托人為取得上述授權(quán)應(yīng)采取所有的必要步驟。傭金不得遲于該季度之后第一個月的最后一天支付。 　　. The Agent shall acquire the right to mission after full payment by the customers of the invoiced price. In case of partial payment made in pliance with the sales contract, the Agent shall be entitled to a proportional advance payment. In case the Principal is insured against the risk of nonpayment by his customers, the parties may agree that a mission be paid on the sums obtained by the Principal from the insurer, by filling in Annex VI, . 　　代理人在顧客全部支付發(fā)票價格后即取得收取傭金的權(quán)利。如果當(dāng)事人已填寫附件六167。 　　. If the Agent, when dealing with customers established in the Territory, solicits orders resulting in contracts of sale with customers established outside the Territory, and if the Principal accepts such orders, the Agent shall be entitled to receive a reduced mission, the amount of which shall be decided on a case by case basis. Similarly, the Agent’s mission shall be reduced when an other agent solicits orders with customers established outside the Territory resulting in contracts of sale with customers established within the Territory. 　　如果代理人與在“地區(qū)”內(nèi)設(shè)立的顧客進(jìn)行業(yè)務(wù)中，由于招攬定單導(dǎo)致與“地區(qū)”外設(shè)立的顧客簽訂銷售合同，并且如果委托人接受這種定單，則代理人應(yīng)有權(quán)收取減低的傭金，其數(shù)量應(yīng)根據(jù)具體情況個案決定。 　　. If the Principal expects that his capacity of supply will be significantly lower than that which the Agent could normally expect, he will inform the Agent within a reasonable time. 　　如果委托人預(yù)料其供貨能力比代理人通常所期望的要低得多，委托人應(yīng)在合理的時間內(nèi)向代理人進(jìn)行通報。2(特別顧客與減低的傭金)。2所列舉的特別顧客直接進(jìn)行交易。2。 　　. T