Sample commission agreement for the provision of services concluded between legal entities. Sample
__________ "___"__________2008
Limited Liability Company "__________", hereinafter referred to as "Commission Agent", represented by general director __________, acting on the basis of the Charter, on the one hand, and
Limited Liability Company "__________", hereinafter referred to as the "Principal", represented by the General Director __________, acting on the basis of the Charter, on the other hand, hereinafter collectively referred to as the "Parties", have entered into this agreement as follows:
1. THE SUBJECT OF THE AGREEMENT
1.1. The commission agent undertakes, on behalf of the Principal for a fee, to perform the following actions on his own behalf and at the expense of the Principal:
2. RIGHTS AND OBLIGATIONS OF THE PARTIES
2.1. Responsibilities of the Commissioner:
2.1.1. Execute the accepted order in accordance with this Agreement and on the most favorable terms for the Principal, including at a price not higher than that set by the Principal.
2.1.2. Provide the Principal with a written Report on the progress of execution of the order by the 5th (Fifth) day of each month following the reporting month.
2.1.3. Do not enter into subcommission agreements without the written permission of the Principal.
2.1.4. Ensure the confidentiality of information about the activities of the Principal, information representing trade secret which became known to him in connection with the execution of the agreement and information about the contents and conditions of this Agreement.
2.1.5. If circumstances arise that slow down the execution of an order under the Agreement or make its execution impossible, notify the Principal about this within 2 (Two) business days from the moment the Commissioner became aware of such circumstances and agree further order execution of the Agreement.
2.1.6. To confirm the conclusion __________, the Commissioner provides the Principal with __________
2.2. Rights of the Commissioner:
2.2.1. Demand from the Principal a commission for the executed order in accordance with the terms of this Agreement.
2.3. Responsibilities of the Principal:
2.3.1. Provide the Commissioner with a power of attorney for the right to represent the interests of the Principal, duly executed.
2.3.2. Promptly inform the Commissioner about the nature and conditions of the transactions specified in clause 1.1. actual agreement.
2.3.3. Pay commission fees to the Commissioner in a timely manner.
2.4. Rights of the Principal:
2.4.1. Cancel the order given to the Commissioner in whole or in part, subject to the conditions provided for in clause 3.3. actual agreement.
3. COMMISSION AND COSTS ASSOCIATED WITH THE EXECUTION OF THE ORDER
3.1. Commission remuneration subject to monthly payment The commission agent consists of two payments, a fixed amount and a percentage of concluded transactions, determined as follows:
The funds paid as remuneration to the Commissioner are transferred by the Principal to the settlement account of the Commissioner in the following order:
3.2. In case of failure or improper execution one of the parties to the obligations under this agreement, it is obliged to compensate the other party for losses caused by such failure to fulfill.
3.3. If the Commission Agent can only purchase goods at a price higher than the agreed price, he is obliged to request the prior consent of the Principal.
3.4. If the Principal cancels the order he gave to the Commissioner in whole or in part, then he is obliged to pay the Commissioner a commission for the transactions he made before canceling the order, as well as reimburse the Commissioner for expenses incurred before canceling the order.
4. COST OF SERVICES. PAYMENT PROCEDURE
4.1. The cost of the Contractor's services for one month is _____________ (_______________________) rubles, including VAT ____ (_________________) rubles.
4.2. The Customer undertakes to pay for the Contractor’s services quarterly, no later than 5 (Five) banking days from the date of signing by the Parties of the Certificate of Provision of Services. The cost of the Contractor's services for one quarter is _____________ (_______________________) rubles, including VAT ____ (_________________) rubles.
4.2. Payment for services is considered made from the moment of receipt Money to the Contractor's bank account.
5. ENTRY INTO FORCE, DURATION OF THE AGREEMENT
5.1. This Agreement comes into force from the moment it is signed by both Parties and is valid until the Parties fully fulfill their obligations under the Agreement.
5.2. The duration of the work under the contract is 6 months.
6. RESPONSIBILITY OF THE PARTIES
6.1. For failure to comply or improper execution obligations under this Agreement, the Parties are responsible in accordance with current legislation Russian Federation.
6.2. If the Principal violates the terms of payment of agency fees, the Commissioner has the right to demand from the Principal payment of interest for the use of other people's funds on the basis of Article 395 of the Civil Code of the Russian Federation.
6.3. Failure of one of the parties to fulfill the terms of this agreement, leading to material losses of the other party, entails the application of penalties to the guilty party in the amount of damage caused and may serve as a basis early termination agreement on the initiative of a bona fide party.
7. IMPOSSIBILITY TO PERFORM OBLIGATIONS
AND FORCE MAJEURE CIRCUMSTANCES
7.1. In the event of force majeure circumstances (force majeure) affecting the fulfillment of obligations by the Parties under this Agreement, the Parties are released from liability, and the deadlines for fulfilling obligations are postponed for the duration of these circumstances for the period of their official recognition competent authorities state power, if these circumstances significantly affect the fulfillment on time of the entire Agreement or that part of it that is subject to fulfillment after the occurrence of force majeure circumstances.
7.2. Both Parties undertake to immediately notify each other in writing of the beginning and end of force majeure circumstances that prevent the fulfillment of obligations under this Agreement.
7.3. The party citing force majeure circumstances is obliged to provide a document from the competent government agency to confirm them.
8. DISPUTE RESOLUTION PROCEDURE
8.1. Disputes and disagreements arising in connection with the fulfillment by the Parties of their obligations under this Agreement, the Parties will strive to resolve through negotiations.
8.2. If it is impossible to resolve disputes through negotiations or failure to reach agreement between the Parties, disputes are referred for consideration and resolution to the Arbitration Court of __________ in accordance with the norms of the current material and procedural legislation RF.
9. PROCEDURE FOR RECEIVING AND EXECUTION OF DOCUMENTS ON THE PROVISION OF SERVICES
9.1. Quarterly, no later than 5 (Five) working days from the end of the quarter, the Contractor sends the Customer a Report on the provision of services.
9.2. The Customer must review and approve the Report received from the Contractor within a period not exceeding 3 (Three) working days and sign the Service Provision Certificate or send the Contractor a reasoned refusal to sign the Certificate within the same period.
9.3. After signing the Certificate of Provision of Services, the Customer’s claims against the Contractor regarding the services provided will not be accepted.
9.4. Upon completion of the provision of services and carrying out all payments under the Agreement, the Parties sign a Certificate of Fulfillment of Contractual Obligations.
10. OTHER PROVISIONS
10.1. If the address or other details change, the Parties are obliged to notify each other about this within two days from the date of such changes.
10.2. Relations between the Parties that are not regulated by this Agreement are governed by the current legislation of the Russian Federation.
10.3. This Agreement is drawn up on 3 (Three) sheets, excluding attachments, valid subject to their signature by the Parties, pages and signed in 2 (Two) original copies having equal legal force, one copy each for the Principal and the Commission Agent
11. ADDRESSES AND BANK DETAILS OF THE PARTIES
Articles
COMMISSION AGREEMENT N____
______________ "___"_________ 200_
LLC________, hereinafter referred to as the Principal, represented by director ________, acting on the basis of the Charter, on the one hand, and LLC_______, hereinafter referred to as the Commission Agent, represented by director ________, acting on the basis of the Charter, on the other hand, have entered into this agreement as follows:
1. THE SUBJECT OF THE AGREEMENT
1.1. Under this agreement, the Commission Agent assumes the obligation to provide services related to placing orders for ____________________________ - on its own behalf, but at the expense of the Principal. In turn, the Principal undertakes to pay the Commission Agent remuneration for services provided in the amount determined by this agreement.
2. RIGHTS AND OBLIGATIONS OF THE PARTIES
2.1. The commission agent is obliged:
Place orders for ________________________________ and monitor their execution
Notify the Principal of a violation by a third party of the terms of the transaction concluded with him by the Commissioner under this agreement and additional agreements thereto
Fulfill all obligations and exercise all rights under transactions made with third parties under this agreement
Provide the Principal with a report on the work performed
Notify the Principal of refusal to fulfill the order, indicating the reasons for the refusal.
2.2. The commission agent has the right to withhold amounts due to him under the commission agreement from all amounts received by him at the expense of the Principal.
2.3. The principal is obliged:
Accept from the Commissioner everything performed under this agreement and additional agreements thereto
Fulfill your obligations to third parties under orders accepted by the Commissioner and transferred to the Principal on the basis of acceptance certificates.
Reimburse the Commissioner for the amounts spent by him on the execution of the order in the amount of __________
Pay the Commission Agent a remuneration for services rendered in the amount of ___% (______________ percent) of the order amount.
You can download the Microsoft Word document “Sample (template) of a commission agreement for the provision of services” using this link:
Sample (template) of a commission agreement for the provision of services.doc
Commission agreement for the provision of services
The person who instructs another person to complete a transaction is called the Principal, and the person who must complete such a transaction is called the Commission Agent.
Essential terms of the contract (which must be included)
The commission agreement can be concluded for certain period or without defining a period, with or without defining the territory of its execution, with or without a condition regarding the range of services that are the subject of the commission.
Rules of law
Relations arising under a commission agreement are regulated by the Civil Code of Ukraine, and if the parties to the agreement are legal entities or individuals - entrepreneurs - also by the Economic Code of Ukraine.
Commission agreement
Standard contract commission is civil contract, according to which the commission agent (one party) undertakes an obligation, on behalf of the principal (the other party), for a fee, to carry out one or more transactions from own name, however, at the expense of the principal. In a transaction concluded by a commission agent with a third party, the commission agent acquires rights and becomes obligated, even if the principal was named in the transaction or entered into direct relations with the third party for the execution of the transaction (clause 1 of Article 990 Civil Code RF). The commission agent must fulfill the order accepted by him on the most favorable terms for the principal, in accordance with the instructions of the principal, and if such instructions are not included in the form of the commission agreement, in accordance with business customs or other requirements usually presented.
From the definition of a standard commission agreement given in the Civil Code of the Russian Federation, it follows that it is mutual, consensual, compensated. The characteristic features of the commission agreement are:
A standard commission agreement is one of the most common agreements in legal world practice, since its participants are given the opportunity to fulfill contractual obligations at the most different conditions, which are characteristic of market developed relations. Commission agreement forms are used for the purchase and sale of works and services, goods, since a standard commission agreement is necessary legal basis, which gives the commission agent the right, acting on his own behalf, to alienate the property of the principal or to acquire property for him.
A standard commission agreement has much in common with an agency agreement (the contractor acts at the expense and in the interests of the principal, and the task of both agreements is to carry out transactions for another person), an agency agreement, and it also has some similarities with the agreement paid provision services.
Commission agreement form
The Civil Code of the Russian Federation currently does not include special rules on the form of a standard commission agreement, and therefore are subject to application general rules on the form of execution of transactions (Article 158-165 of the Civil Code of the Russian Federation). Typically, a draft commission agreement must be concluded in writing.
Parties to the commission agreement
The parties to a standard commission agreement are the principal and the commission agent. Principal - an organization or citizen in whose interests transactions for the purchase of property or for the sale of property belonging to them are carried out. Commission agent is a person who makes relevant transactions in the interests of the principal. The Civil Code of the Russian Federation does not stipulate that the activities of a commission agent are classified as entrepreneurial, although in most cases the commission agent carries out entrepreneurial activities. When a party to a contract is individual, she must be capable.
Subject of the commission agreement
The subject of a standard commission agreement is the provision of intermediary services commission agent for the execution of transactions on behalf of and in the interests of the principal. Definition of the subject of the commission agreement in the form of the commission agreement - required condition its conclusion, since other essential conditions for of this type The Civil Code of the Russian Federation does not provide for an agreement.
Terms of the commission agreement
Essential terms of the contract (paragraph 2 of paragraph 1 of Article 432 of the Civil Code of the Russian Federation) are conditions about the subject of the contract, which are called in the law or other legal acts as essential or those that are necessary for contracts of this type, as well as all conditions in respect of which the application of one of the parties must reach an agreement.
There is one thing in the commission agreement essential condition- subject of the contract. Thus, in the commission agreement form it is necessary to indicate data that makes it possible to establish definitely the legal actions of the commission agent that he is obliged to perform.
With absence this condition such an agreement will be considered not concluded.
Additional terms of this agreement include the terms of the agreement that are provided for in the relevant regulations and come into effect automatically at the time of execution of the contract and do not require the agreement of the parties.
Additional terms in the commission agreement are:
The following annexes apply to the agreement:
The following accompanying documents are used in the agreement:
1. THE SUBJECT OF THE AGREEMENT
1.1. The commission agent undertakes, on behalf of the Principal, to do the following for the Principal at his expense on his own behalf for the remuneration stipulated below: .
1.2. Upon execution of the order, the Commissioner receives a commission in the amount of .
2. COST OF SERVICES AND TERMS OF PAYMENT
2.1. The cost of services under the Agreement is .
2.2. Payment under this Agreement is made.
2.3. Form of payment.
3. TIMELINES FOR PERFORMANCE OF OBLIGATIONS
3.1. The Commissioner will fulfill what is specified in clause 1.1 of the Agreement within the following terms: .
3.2. The principal will list what is specified in clause 2.1 within the following terms: .
3.3. Validity period of the Agreement: from "" 2020 to "" 2020.
4. OBLIGATIONS OF THE PARTIES
4.1. The commission agent is obliged:
4.1.1. Execute the accepted order in accordance with the instructions of the Principal on the most favorable terms for him, including at a price not lower than the last one assigned to him, and in due time.
4.1.2. Reimburse the Commissioner for the difference in value if the goods were sold at a price lower than that set by the Principal, unless he proves that it was not possible to sell them at the appointed price.
4.1.3. If the Commission Agent has completed a transaction on terms more favorable than those specified by the Principal, the additional benefit is divided equally between the Principal and the Commission Agent.
4.1.4. Fulfill all obligations and exercise all rights under transactions made with third parties under this Agreement.
4.1.5. Notify the Principal of a violation by a third party of the terms of the transaction concluded with him by the Commissioner under this Agreement and additional agreement to him.
4.1.6. Be responsible to the Principal for loss, shortage or damage to the Principal's property in his possession if the loss, shortage or damage occurred through his fault.
4.1.7. Take measures to protect the Principal's rights to his property held by the Commissioner.
4.1.8. Provide the Principal with a report on the work performed, as well as transfer everything received for the products sold, minus the amounts due for payment for the completed order.
4.1.9. Notify the Principal of refusal to fulfill the order.
4.2. The commission agent has the right to withhold the remuneration due to him under the Commission Agreement and the amounts spent by him on the execution of the commission order from the funds received by him as payment for the Principal's goods.
4.3. The commission agent has the right to retain the things in his possession that are subject to transfer to the Principal or a person specified by the Principal to secure his claims under the Commission Agreement.
4.4. The principal is obliged:
4.4.1. Pay the Commissioner the costs associated with the execution of the order in the amounts and within the time limits provided for in this Agreement.
4.4.2. Pay the Commission Agent remuneration for services rendered in the amount specified in this Agreement.
4.4.3. To pay the Commission Agent remuneration for the transactions he has completed, and in case of cancellation of the order, to reimburse the Commissioner for the expenses incurred by him before the cancellation of the order.
4.5. In the event of liquidation or reorganization of the Principal, his order remains valid for the Commissioner until appropriate instructions are received from the legal successors or representatives of the Principal.
4.6. If the Commission Agent refuses to execute an accepted order due to a violation of the Commission Agreement by the Principal, he has the right to receive both compensation for expenses incurred and a commission.
4.7. The Principal's creditors, who enjoy priority over the mortgagees in terms of the order of satisfaction of their claims, are not deprived of the right to satisfy these claims from the amounts withheld by the Commissioner.
5. RESPONSIBILITY OF THE PARTIES
5.1. In case of violation of the deadlines for fulfilling obligations under the Agreement, the Commission Agent shall pay the Principal a fine in the amount of % of the Agreement price for each day of delay.
5.2. In case of failure to fulfill obligations under the Agreement, the Commission Agent is obliged to return to the Principal all funds transferred to him, necessary for the execution of the order, within banking days.
5.3. In case of violation of the deadline for returning the transferred funds and paying a penalty, the Commissioner pays a penalty in the amount of % of the untransferred amounts for each day of delay.
5.4. In case of failure to transfer funds on time, the Principal shall pay the Commissioner a penalty in the amount of % of the untransferred amount for each day of delay.
5.5. Payment of penalties does not relieve the parties from fulfilling their obligations under the Agreement and eliminating violations.
6. FORCE MAJEURE
6.1. Neither party shall be liable to the other party for delay, shortfall or failure to fulfill obligations due to circumstances beyond the will and desire of the parties and which cannot be foreseen or avoided, including declared or actual war, civil unrest, epidemics, blockades, embargoes, earthquakes , floods, fires and other natural disasters.
6.2. A certificate issued by the relevant chamber of commerce or other competent authority is sufficient evidence of the existence and duration of force majeure.
6.3. The party that does not fulfill its obligation must give notice to the other party about the obstacle and its impact on the fulfillment of obligations under the Agreement.
6.4. If force majeure circumstances persist for consecutive months and show no signs of termination, this Agreement may be terminated by the Principal and the Commission Agent by sending notice to the other party.
7. DISPUTE RESOLUTION PROCEDURE
7.1. All disputes or disagreements arising between the parties under this Agreement or in connection with it shall be resolved through negotiations between the parties.
7.2. If it is impossible to resolve disagreements through negotiations, they are subject to consideration in arbitration court in the manner prescribed by law.
8. PROCEDURE FOR CHANGING AND ADDING TO THE AGREEMENT
8.1. Any changes and additions to this Agreement are valid only if they are drawn up in in writing and signed by both parties.
8.2. Early termination of the Agreement may take place by agreement of the parties or on the grounds provided for in force on the territory of the Russian Federation civil law, with compensation for losses incurred.
9. OTHER CONDITIONS
9.1. This Agreement is drawn up in two copies having equal legal force, one copy for each of the parties.
10. LEGAL ADDRESSES AND BANK DETAILS OF THE PARTIES
Committent
Commissioner Legal address: Postal address: INN: KPP: Bank: Cash/account: Correspondent/account: BIC:
11. SIGNATURES OF THE PARTIES
Principal _________________
Commission agent _________________
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According to the commission agreement (commission agreement, commission), the first party (commission agent) undertakes the obligations assigned to him by the second party (committent) to complete one or a number of transactions on his own behalf.
For this he receives a certain reward. All acquisitions are made at the expense of the principal. According to the transaction, which is carried out within the framework of the drawn up agreement, the commission agent acquires ownership of the goods and the rights to it, regardless of any relations of the principal with a third party.
When completing a transaction, the commission agent acts in accordance with the instructions received from the principal. He strictly fulfills the set conditions if they are indicated in the contract. IN otherwise he is free to act according to the situation, in accordance with the customs or other requirements in force at the time of the transaction.
According to the definition of the Civil Code of the Russian Federation, a commission agreement is compensated, consensual and mutual.
This agreement has its own distinctive features:
The commission agent undertakes to fulfill the conditions of the principal and acts on his own behalf;
All formalities, legal and financial, are carried out at the expense of the principal;
All rights and obligations to the purchased goods belong to the commission agent;
After providing services to the principal, the commission agent receives the remuneration specified in the contract.
The subject of the commission agreement is essentially a relationship in trade intermediation. When the commission agent does not own the property, this type the contract allows him to make transactions for its paid implementation.
A distinctive feature is also that the commission agent receives from the principal all the necessary financial resources to complete the transaction.
They become the property of the commission agent and no interest is accrued on them. It does not matter the period during which the funds were held by the commission agent. This version of the agreement allows various entrepreneurs to use it to obtain certain tax breaks.
The commission agent receives his profit from the transaction in the form of remuneration determined by the principals. The latter may be an individual or legal entity who assigns the commission agent the responsibility for completing the transaction.
World legal practice widely uses the commission agreement, since there is the possibility of using flexible conditions under which the parties act. This characterizes developed market relations. Services, goods, works - all this can be purchased through a commission agreement.
A commission agreement and an agency agreement have many common aspects. In both cases there is a certain executor acting on behalf of the principal.
In this case, both act in relation to the other person. Similar to him agency contract. In world office practice, commission agreements are used extremely widely and everywhere.
"Accounting supplement to the newspaper "Economy and Life", 2005, N 27
Situation. The commission agent organization works under a commission agreement for the sale of goods (sells commission goods and its own delivery services). The sales book contains records of commission amounts and services performed. Often, the invoice to the buyer for the sale of goods simultaneously reflects the amount of delivery services. In this case, not the entire invoice amount is included in the sales book, but the amount of the commission for the sale of goods and the full amount of services. How to correctly issue invoices for goods and services to the buyer? Is it possible to reflect goods and services simultaneously in one invoice?
The commission agreement is aimed exclusively at making transactions (concluding agreements) with third parties, that is, it does not imply the provision by the commission agent of any other paid services to the principal. Accordingly, such services are not subject to reimbursement by the principal, but are paid by him in the generally accepted manner. Meanwhile, in a number of cases, the commission agreement stipulates that the commission agent not only enters into transactions for the purchase and sale of goods belonging to the principal, but also provides other services to the principal (in order to execute the order) on his own. According to paragraph 3 of Art. 421 of the Civil Code of the Russian Federation, an agreement that contains elements of various agreements, provided by law or other legal acts, is called mixed. The rules on contracts, the elements of which are contained in a mixed contract, are applied to the relations of the parties to such an agreement in the relevant parts.
If, according to the terms of the agreement with the principal, the organization sells services for the delivery of commission goods to the principal, who then includes them in the price of the goods assigned to the buyer, then the commission agent issues an invoice to the buyer for the total amount of the goods (with commission and the cost of delivery services) without highlighting the cost of transportation on a separate line. This invoice is not recorded in the sales book, but is filed in the invoice register, and a copy of it is attached to the commission agent's report.
Based on this invoice, the principal issues his invoice to the commission agent after receiving the sales report. This invoice is filed in the supplier invoice journal without being reflected in the purchase ledger. In this case, the principal is issued a separate invoice for the amount of commission and services provided by the commission agent for the delivery of goods, and is reflected in the sales book (clause 3 of the Letter of the Ministry of Taxes of Russia dated May 21, 2001 N VG-6-03/404). The principal records this invoice in his purchase ledger.
If the commission agent sells his own delivery services to the buyer (under a separate agreement with him), then after the entry into force of Government Decree No. 84 dated 16.02.2004, in our opinion, the cost of the services provided by the commission agent to the buyer cannot be billed to the buyer in one invoice - invoice along with consignment goods.
The fact is that by the said Resolution, clause 26 was excluded from the Rules for maintaining logs of received and issued invoices, purchase books and sales books when calculating value added tax (approved by Decree of the Government of the Russian Federation dated 02.12.2000 N 914), which at least somehow regulated the issue of recording in the sales book the cost of services paid by the buyer in excess of the price of the goods.
Paragraph 5 of the Letter of the Ministry of Taxes of Russia dated May 21, 2001 N VG-6-03/404 provided that “when an intermediary sells on its own behalf to one buyer the goods (works, services) of the principal, the principal, simultaneously with the sale of its own goods (works, services) to this buyer the intermediary can issue a single invoice for specified goods(works, services) ". This Letter is in force to the present time and introduces confusion into the document flow between the commission agent, the principal and the buyer. Using clause 26 of the Rules together with clause 5 of the Letter of the Ministry of Taxes of Russia dated May 21, 2001, the commission agent had reason to include in one account - an invoice to the buyer and the cost of the commission goods, and the cost of their services that are not related to the principal. Based on the current clause 26 of the Rules, the principal, having received the commission agent’s report with copies of invoices issued to the buyer, also could not include it in his sales book (and accordingly). in the invoice issued by the commission agent for the goods sold) the cost of delivery services, at least these services were included in the copies of invoices to the buyer, on the basis of which the principal issued his invoices to the commission agent. Cancelled from March 2, 2004. 26 of the Rules, the principal no longer has such grounds, and he must issue an invoice to the commission agent on the basis of the invoice issued by the commission agent to the buyer (clause 2 of the Letter of the Ministry of Taxes of Russia dated May 21, 2001). Therefore, in our opinion, including the cost of the commission agent’s services and the cost of the commission goods in one invoice to the buyer will lead to disputes between the principal and the tax authorities.
We understand that issuing a separate invoice to the buyer for the goods transportation services provided by the commission agent in some cases may be undesirable for the buyer. If the buyer applies the simplified “income minus expenses” system, he can reduce the tax base only by the delivery amount included by the seller in the price of the goods. Fare, highlighted in a separate line, according to tax authorities, do not increase the buyer’s costs, since Art. 346.16 they are not provided for (clause 3 of the Letter of the Ministry of Taxes of Russia dated September 15, 2003 N 22-1-14/2021-AZh397, Letter of the Ministry of Taxes of Russia dated June 17, 2004 N 22-1-14/1058@). And although this too controversial issue, but today arbitration practice has not yet developed. Therefore, in our opinion, in order not to lose the “simplified” buyer, in the invoice issued to him it is necessary to combine the cost of the goods of the commission agent and the delivery services to the buyer (without highlighting the cost of services as a separate line). In our opinion, this can only be done by concluding an agreement on the provision of transportation services with the consignor.
In this case, the cost of services for transporting the goods will be included in the price of the goods. From a tax point of view there is no difference. The principal imposes VAT on the funds received from the buyer and receives tax deduction, having paid the delivery cost and received an invoice for services and commission. The same with income tax.
I.Pereletova
CJSC "Consulting Group "ZERKALO"
Market relations imply high speed of decision-making and mobility in terms of interaction with business partners. Any entrepreneurial activity requires the constant conclusion of certain transactions, signing large quantities documents and regular expansion of production.
But it also happens that individual entrepreneur or the head of the enterprise cannot be engaged at a certain moment a certain type activities related to his business. In such cases, it is possible to conclude commission agreement for the provision of services. But what does this agreement represent? What are the requirements for its registration? What responsibilities are assigned to each of the parties to the contract in question? What are the liability measures under a commission agreement for the provision of services? The answers to the above questions are in this article.
What is a contract?
According to the regulations Article 990 of the Russian Federation, a commission agreement is a type of agreement, according to the regulations of which one party provides services to a partner under an agreement on a reimbursable basis. The services provided on the basis of the contract being studied are of an entrepreneurial nature and consist of the participation of a trusted person in transactions and work with corporate and legal documentation. The parties to the agreement under consideration are:
Commission agreement structure for the provision of services is as follows:
- Name - “Commission Agreement for the provision of services”;
- Ordinal registration number current document;
- Place and date of conclusion of the current agreement;
- A detailed list of services of the commission agent (within the framework of the description of the subject of the contract);
- Indication of the validity period of this contract;
- Determination of the rights and obligations of each party;
- Indication of the time period during which the contractor undertakes to fulfill the instructions assigned to him;
- The procedure for submitting the results of the work performed and compensation for losses;
- Determining the amount and method of remuneration for the commission agent;
- The extent of responsibility of the partners under this agreement;
- Definition possible reasons For early termination agreements and procedures for this procedure;
- Methods for resolving force majeure situations;
- Other terms of the agreement, which include determining the number of copies of the current commission agreement;
- Providing a list of annexes attached to the contract;
- Addresses and fiscal details of each of the parties participating in the current agreement;
- Personal signatures of the principal and commission agent.
As applications, The following acts are attached to the agreement of the type being studied:
- Schedule for completing orders;
- Report on expenses incurred;
- Report on the fulfillment of obligations under the contract.
Sample agreement the type being studied can be downloaded from the following
Validity commission contract is prescribed as a separate clause in the document in question. The legitimacy of the contract is abolished at the moment of settlement between the parties. Maximum term actions of this agreement amounts to 3 years.
Obligations of the parties under the commission agreement
The responsibilities of the commission agent and the principal under the commission agreement are spelled out in point 5 standard agreement. In accordance with the regulations of the above paragraph, The committent undertakes:
- Accept work completed on time from the commission agent;
- Study the report on the services provided to the performers;
- Reimburse the contractor’s expenses incurred in fulfilling contractual obligations;
- Provide the commission with the remuneration specified in the text of the contract in a timely manner;
- Provide the commission agent with all documents and objects of private or corporate property necessary for conducting transactions;
- Do not grant the right to perform work entrusted to the contractor under the contract to a third party.
In its turn, the commission agent undertakes:
- Execute client orders on the most favorable terms for him;
- Report on the progress of activities at the request of the principal;
- Maintain a report on your own activities under the current commission agreement;
- Take action if the property transferred by the contractor to the client during the transfer is damaged;
- Transfer to the principal all benefits received as a result of the transaction;
- Arrange insurance for the client's property (at the expense of the principal).
Each party to a commission agreement for the provision of services undertakes to follow the requirements of the contract they signed. Otherwise, each party bears a certain responsibility to the partner under the agreement.
Responsibility
The responsibility of the parties under the commission agreement is determined in paragraph 7 current document. Thus, commission agent:
- Responsible for failure to fulfill obligations by a third party with whom it carries out a transaction in the interests of the customer;
- Responsible for loss, damage or shortage financial resources or property obtained as a result of the work performed.
According to the commission agreement for the provision of services, The committent is responsible:
- For the truthfulness of the legal and corporate documentation provided to the contractor;
- For timely reimbursement of the commission agent’s production expenses and provision of remuneration to him.
The guilty party undertakes to compensate the victim for all damage suffered by it during the period of legitimacy of the current commission agreement for the provision of services. In addition, in case of violation of the terms established in the regulations of this agreement, the culprit undertakes to payment of a penalty in favor of the victim in the amount of 0.1 percent of the total contract value for each overdue day. However, it must be emphasized that payment of penalties, penalties and fines does not allow one to avoid further obligations under the current agreement. Achieve abolition legal force a commission agreement for the provision of services can only be submitted statement of claim to the judicial authorities.