国际贸易中代理合同(ICC).doc

MODEL FORM OF AGENCY CONTRACT FOR INTERNATIONAL TRADE 1. A uniform model form for international trade When negotiating agency agreements abroad, one of the main difficulties which parties engaged in international trade are faced with is the lack of uniform rules for agreements of this type. Since there is no internationally agreed uniform legislation on the subject (unlike for example in the case of the international sales contracts), parties must rely on national laws on agency which: (i) do not take into account the specific needs of international trade (since they have been enacted in primis for the domestic agreements, and (ii) substantially differ from one country to another. In particular the Hague Conventions of 1964 and, more recently, the Vienna Convention on the International Sales of Goods of 1980. There is now, to a certain extent, a tendency towards harmonization of national laws, at least within the EEC, in particular on the basis of EEC Directive n°86/653 of 18 December 1986. However, such harmonization is slow and covers only certain aspects of the contract; whilst it is certainly useful in order to create common ground for the basic principles of agencies, it is insufficient to grant legal security in international transactions. Moreover, the directive provides for alternative solutions and leaves Member States free to maintain (or possibly adopt in the future) provisions which derogate to the directive in favor of the agent. Under these conditions the ICC believes there is a need for uniform contractual rules, which are, not based on any specific national law, but which incorporate the prevailing practice in international trade as well as the principles generally recognized by the domestic laws on agency. In preparing this model form, the working group has tried to find fair and balanced solutions to the main problems arising from an agency relationship, in accordance with prevailing legislative standards (and in particular those indicated in