VIETNAMESE COMMERCIAL LAW - Chapter 5 Intermediary Commercial Activities - SECTION I REPRESENTATION OF BUSINESS ENTITIES








	
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CHAPTER 5 INTERMEDIARY COMMERCIAL ACTIVITIES
SECTION I REPRESENTATION OF BUSINESS ENTITIES
Article 141 Representation of business entities
Article 142 Contracts for representation of business entities
Article 143 Scope of representation
Article 144 Term of representation of business entities
Article 145 Obligations of representatives
Article 146 Obligations of represented entities
Article 147 Right to receive representative's remuneration
Article 148 Payment of expenses incurred
Article 149 Lien
SECTION 2 COMMERCIAL BROKERAGE
Article 150 Commercial brokerage
Article 151 Obligations of commercial brokers
Article 152 Obligations of principals
Article 153 Right to broker’s remuneration
Article 154 Payment of expenses incurred in relation to brokerage activities
SECTION 3 SALE AND PURCHASE OF GOODS BY AUTHORIZED DEALERS
Article 155 Sale and purchase of goods by authorized dealers
Article 156 Authorized dealers
Article 157 Principals
Article 158 Goods subject of authorization
Article 159 Authorization contracts9
Article 160 Authorization of third parties
Article 161 Receipt10 of authorization from multiple principals
Article 162 Rights of principals
Article 163 Obligations of principals
Article 164 Rights of authorized dealers
Article 165 Obligations of authorized dealers
SECTION 4 COMMERCIAL AGENCY
Article 166 Commercial agency
Article 167 Principals and agents
Article 168 Agency contracts
Article 169 Forms of agency
Article 170 Ownership rights in commercial agency
Article 171 Agent's remuneration
Article 172 Rights of principals
Article 173 Obligations of principals
Article 174 Rights of agents
Article 175 Obligations of agents
Article 176 Payments in cases of agency
Article 177 Term of agency

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SECTION I REPRESENTATION OF BUSINESS ENTITIES


Article 141 Representation of business entities

1. Representation of a business entity means the agreement of one business entity (referred to as the representative) to act as authorised by another business entity (referred to as the represented entity) to conduct commercial activities in the name and under the instructions of the latter business entity and which is entitled to receive remuneration for acting as representative.

2. In the event that a business entity nominates its personnel to act as its representative, the provisions of the Civil Code shall apply.


Article 142 Contracts for representation of business entities

A contract for representation of a business entity must be made in writing or in another form with equivalent legal validity.


Article 143 Scope of representation

Parties may agree for a representative to conduct a part or all of the commercial activities falling within the scope of activities of the represented entity.


Article 144 Term of representation of business entities

1. The term of representation shall be as agreed by the parties.

2. Where there is no agreement, the term of representation shall be terminated when the represented entity serves notice of termination of the contract for representation on the representative or when the representative serves notice of termination of the contract on the represented entity.

3. Unless otherwise agreed, if the represented entity unilaterally serves notice of termination of the contract for representation pursuant to clause 2 of this article, the representative shall have the right to require the represented entity to pay an amount of remuneration for the signing by the represented entity of contracts with customers the representative has dealt with and to pay other sums of remuneration to which the representative would otherwise have been entitled.

4. If the term of representation is terminated pursuant to clause 2 of this article at the request of the representative then the representative shall lose its right to remuneration for transactions for which it would otherwise have been entitled to earn remuneration, unless the parties agree otherwise.


Article 145 Obligations of representatives

Unless otherwise agreed, a representative shall have the following obligations:

1. To conduct commercial activities in the name and in the interests of the represented entity;

2. To notify the represented entity of [business] opportunities and the results of implementation of authorized commercial activities;

3. To comply with the instructions of the represented entity, except where such instructions breach the law;

4. Not to conduct commercial activities in its own name or in the name of a third person within the scope of representation;

5. Not to disclose or supply to others confidential information relating to commercial activities of the represented entity during the term of representation and within two years of termination of the contract for representation;

6. To preserve the assets and materials assigned for the purpose of carrying out the representative acts.


Article 146 Obligations of represented entities

Unless otherwise agreed, a represented entity shall have the following obligations:

1. To notify the representative immediately of the signing of contracts negotiated by the representative, the performance of contracts entered into by the representative, and the acceptance or rejection of acts implemented by the representative beyond the scope of representation.

2. To supply the assets, materials and information necessary for the representative to carry out the representative acts.

3. To pay remuneration and other reasonable charges to the representative.

4. To notify promptly the representative of the inability [of the represented entity] to enter into or perform the contracts falling within the scope of representation.


Article 147 Right to receive representative's remuneration

1. Representatives shall be entitled to remuneration in respect of contracts entered into within the scope of representation. The right to remuneration shall arise from the time agreed by the parties in the contract for representation.

2. Where there is no agreement, the rate of remuneration for a representative shall be determined in accordance with article 86 of this Law.


Article 148 Payment of expenses incurred

Unless otherwise agreed, representatives shall have the right to claim the payment of reasonable expenses incurred in order to perform the representative acts.


Article 149 Lien

Unless otherwise agreed, representatives shall have the right to withhold assigned assets and materials as security for payment of remuneration and charges which are due.

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