【正文】 ctly or indirectly) the products listed in Annex II on the date on which this contract is signed.
　　在本合同簽字之日，代理人宣布對(duì)附件11所列舉的產(chǎn)品作為代表(和/或直接或間接地進(jìn)行經(jīng)銷或制造)。
　　Art. 4 Acceptance of orders by the Principal第四條　委托人接受定單
　　. The Principal shall inform the Agent without undue delay of his acceptance or rejection of the orders transmitted by the latter. The Principal may accept or reject any individual order transmitted by the Agent at his own discretion.
　　委托人應(yīng)不無故遲延地通知代理人對(duì)其轉(zhuǎn)交的定單予以接受或拒絕。
　　Art. 3 Agent’s functions　第三條　代理人的職責(zé)
　　. The Agent agrees to use his best endeavours to promote the sale of the Products in the Territory in accordance with the Principal’s reasonable instructions and shall protect the Principal’s interests with the diligence of a responsible businessman.
　　代理人同意遵照委托人合理的指示，盡最大努力在“地區(qū)”內(nèi)促進(jìn)“產(chǎn)品”的銷售，并應(yīng)以負(fù)責(zé)任的商人的勤勉和努力，保護(hù)委托人的利益。1 (hereinafter called “the Products”) in the territory defined in Annex 1, 167。資料共分享，我們負(fù)責(zé)傳遞知識(shí)。1所列舉的產(chǎn)品( 以下簡(jiǎn)稱“產(chǎn)品”)。
　　. Unless otherwise specifically agreed, the Agent has no authority to make contracts on behalf of, or in any way to bind the Principal towards third parties. He only solicits orders from customers for the Principal, who is free (save as set forth in article . hereafter) to accept or to reject them. The other alternative, . to give the agent the authority to conclude contracts on behalf of the principal has not been considered in the model form, since it is rather unmon in international trade. Of course, if the parties have special reasons for permitting the agent to make contracts on behalf of the principal, they can so provide in article . It should be noted that in certain cases the third party (customer) may rely on the apparent authority of the agent this means that, especially in legal systems where it is mon that the agent is authorized to act on behave of the principal, the exclusion of any such authority provided for in the contract between principal
　　and agent (like art. . of this model form) does not necessarily bind a third party which had good reasons to rely on the apparent authority of the agent. It is, therefore, remended that the principal avoids any action which may give third parties the impression that the agent has representative powers, and that he informs, if necessary and possible, third parties that the agent has no authority to bind the principal.
　　除非另有專門的協(xié)議，代理人無權(quán)代表委托人簽約，也無權(quán)在簽約中用任何方法使委托人受第三人之約束。應(yīng)特別指出有悖誠信原則的反復(fù)拒絕接受定單(例如，這樣做的目的只是妨礙代理人的活動(dòng))，則被認(rèn)為是委托人違約。1.
　　當(dāng)事人可同意在“地區(qū)”內(nèi)聯(lián)合進(jìn)行宣傳廣告。
　　Art. 7 Sales TargetsGuaranteed Minimum Target
　　第七條　銷售目標(biāo)　保證完成的最低目標(biāo)
　　A distinction is made between a “sales target” (., .) the nonattainment of which does not, in principle, involve a contract breach, and o “guaranteed minimum target” (.), which implies a possible contract termination (or other consequences) in case of nonattainment. If the parties wish to agree upon such “guaranteed minimum target”, they must fill in Annex IV.
　　. The parties may agree annually on the sales targets for the forthing year.
　　當(dāng)事人可每年商定來年的銷售目標(biāo)。
　　Art. 10 Financial responsibility第十條　財(cái)務(wù)責(zé)任
　　. The Agent shall satisfy himself, with due diligence, of the solvency of customers whose orders he transmits to the Principal. He shall not transmit orders from customers of which he knows or ought to know that they are in a critical financial position, without informing the Principal in advance of such fact.
　　代理人應(yīng)以適當(dāng)勤勉查明他向委托人轉(zhuǎn)交定單的顧客的支付能力。
　　Art. 12 Complaints by Customers第十二條　顧客投訴
　　The Agent shall immediately inform the Principal of any observations or plaints received from customers in respect of the Products. The parties hereto shall deal promptly and properly with such plaints. The Agent has no authority to engage in any way the Principal, unless after he has received a specific authorization to such effect.
　　代理人應(yīng)立即將收到的或注意到的顧客對(duì)“產(chǎn)品”的意見或投訴通知委托人。2。2(特別顧客與減低的傭金)。
　　. 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(gè)案決定。
　　. 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(jià)格后即取得收取傭金的權(quán)利。委托人為取得上述授權(quán)應(yīng)采取所有的必要步驟。如果合同已持續(xù)五年以上，通知期限為六個(gè)月。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。
　　. 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 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(bǔ)償：
　　a) where the Principal has terminated the contract according to the conditions set out in article 20。