【正文】 ns, it will, in principle, not be appropriate for domestic contracts, . contracts between parties having their place of business in the same country. The parties are therefore advised not to use this model form for domestic contracts, unless they check which amendments are necessary in order to ply with a local situation. . Contracts with employed agents In several countries special rules govern contracts with agents qualified as employees, or more generally with agents assimilated to the status of employees. . in France, with regard to VRP (Voyageurs, representants placiers), and in Belgium for representants de merce. The above rules establish a presumption that the agent is an employee: thus, even if the contract clearly states that the agent is independent, he will in principle be considered to be an employee. In the Netherlands, labor law may apply to the socalled Einfirmenvertreter, . agents which represent only one principal. . in Italy the special procedural rules (which exclude inter alia recourse to arbitration) which govern employment contracts also apply to agency contracts, in all cases where the agent has no important organization of his own, but is acting mainly with his own family and personal resources. In countries of the above type there is a risk that the agent may be qualified (independently of the definition given in the contract) as an employee and that consequently the rules applicable to employed agents (which will in many cases conflict with the provisions of this model form) will apply. A simple way to avoid such problems, particularly in the context of this model form, could be to contract with agents who are legal persons (. panies): this solution is especially remended when the agent is established in a country where a wide notion of employed agents (or agents assimilated to employed agents) is accepted by the law or jurisprudence. Since it is normally admitted that a legal entity cannot, by definition, be considered as an employee. . Buying agents This model is meant for agents who represent a seller of goods, without taking into account socalled buying agents (. agents who promote the purchase of goods, acting for the buyer). . Service agents The model form has only taken into account the most mon case of agents selling goods, without considering agents concerned with the promotion of services. . Consignment of the goods It happens frequently that the principal wishes to appoint the agent as consignee of a stock of goods (or spare parts) placed in the agent39。1 (hereinafter called the Products) in the territory defined in Annex 1, 167。s functions . The Agent agrees to use his best endeavours to promote the sale of the Products in the Territory in accordance with the Principal39。s interests with the diligence of a responsible businessman. . The Agent shall not solicit orders from outside the Territory unless permitted to do so by the Principal. Where the Agent negotiates with customers in the Territory business which results in contracts of sale with customers established outside the Territory11, article . shall apply. . for goods to be sold to subsidiary established in another country: the agent is acting within his territory, hat the sale is made to a foreign customer, and the agent would have (in absence of article ) no right to mission. . 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. . When negotiating with customers, the Agent shall offer Products strictly in accordance with the terms and conditions of the contract of sale which the Principal has municated to him. This is to ensure that orders by the customers conform to the Principals terms and conditions (. prices, delivery terms, etc.): if this is not the case (because the agent has given incorrect information to the prospective customer) the principal will be in an embarrassing situation (at least from the mercial point of view) if the refuses the order. . The Agent is not entitled to receive payments on the Principal39。s behalf. Art. 4 Acceptance of orders by the Principal . 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. . The Principal may not however unreasonably reject the orders transmitted by the Agent. In particular, a repeated refusal of orders contrary to good faith (. if made for the only purpose of hindering the Agent39。s interests may be affected. . The Agent shall refrain from representing or distributing nonpetitive products of a manufacturer