Commission agency agreement template
Consignment sale: the commission agent sells the principal's goods in its own name on the principal's account, between businesses
This document rests on a fixed pattern prepared by Paragrafo; it is not a law firm template. Its wording is not written by AI, only the details from the form are filled in. For a non-standard situation we recommend a solicitor.
Law in force as at
Komisionárska zmluva
- I. Zmluvné strany
- II. Predmet zmluvy
- III. Tovar u komisionára
- IV. Povinnosti komisionára
- V. Odplata a náklady
- VI. Trvanie a skončenie zmluvy
Under a commission agency agreement, the commission agent undertakes to arrange a certain business matter in its own name for the principal and on the principal's account, and the principal undertakes to pay a fee. The typical case is a consignment sale: a shop sells a supplier's goods in its own name and the supplier receives the price minus the fee.
The buyer contracts with the commission agent, not with the principal. The goods, however, remain the principal's property until the buyer acquires them.
The template covers consignment sales of goods between businesses. It does not cover buying goods through a commission agent.
Who needs this document
- A manufacturer or craftsperson placing goods in a shop for sale on consignment
- A shop selling a supplier's goods without buying them first
- A company selling surplus stock or used machinery through another trader
- Long-term cooperation with regular deliveries of goods for sale
What the document must contain
- Which goods the agent sells and how they are handed over
- Instructions on price and terms of sale
- The amount of the agent's fee
- When the agent reports and pays out the proceeds
- Who bears expenses and whether the goods are insured
- What happens to unsold goods
Legal basis
Commercial Code
Governs the commission agency agreement as a separate contract type: the principal's instructions, ownership of the goods entrusted, liability for damage to them, reporting and accounting, handing over the proceeds, the fee, expenses and notice.
VAT Act
For VAT purposes the commission agent is treated as having bought and sold the goods, and the principal's tax liability arises on the same day as the agent's.
Most common mistakes
No instructions on price
The agent acts on the principal's instructions. It may depart from them only in the principal's interest and when it cannot obtain timely consent; otherwise the principal need not accept the sale as made on its account.
No guarantee of payment agreed
The principal may claim the buyer's payment from the agent only if the agent undertook this in writing or breached instructions concerning the buyer's person.
Expenses not agreed
Together with the fee, the principal pays expenses the agent necessarily or usefully incurred. In case of doubt, however, expenses are presumed to be included in the fee.
Goods not insured
The agent must arrange insurance only if the agreement provides for it or the principal instructs it, and on the principal's account.
Long-term cooperation ignoring commercial agency
If the agent's obligation is a continuing activity, the rules on commercial agency also apply to the relationship as appropriate.
Frequently asked questions
Who owns the goods until they are sold?
The principal. The principal owns goods entrusted for sale until the buyer acquires them.
Is the agent liable for damage to the goods?
Yes, under the rules on warehousing: for damage arising after taking over the goods until they are handed over, unless it could not have been prevented even with professional care. It is not liable, for example, for damage caused by the principal or by a defect or the nature of the goods.
When is the fee earned?
Once the agent has reported, accounted, transferred the rights acquired to the principal and handed over what it obtained from the sale. If no fee was agreed, the agent is entitled to a fee reasonable for the activity and result, taking into account the fee customary for similar activity.
Can the principal end the agreement at any time?
By law, the principal may terminate the agreement in part or in full at any time, and the agent may terminate it with effect at the end of the calendar month following delivery of the notice. If the agent's obligation is a continuing activity, however, the commercial agency rules also apply as appropriate, so for an agreement of indefinite duration the template gives both parties the notice periods under those rules.
Does the template work for someone without a business?
No. When a person entrusts an item to a business for sale, for example a second-hand shop, it is a contract for arranging the sale of an item under the Civil Code, which this template does not cover.
Commission agency agreement for your business
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