Product marketing in Italy by a commercial agent, distributor or importer
Independent commercial intermediaries
The commercial agent in Italy
Commercial agents can represent a single company or to be independent and in this case have several mandates with various companies. The commercial agent is a popular form of introduction into a new market as it represents limited management costs. Besides the products or services are directly and timely marketed.
The Points to Consider
Never choose a commercial agent without knowing him or her.
It is recommended to give an Exclusivity for an Agent for specific region. In the Italian market it is suggested to use frequent communication to build good working relationship with an Agent.
In Italy, the activity of the commercial agent obeys not only the Italian Civil Code but also possibly to Collective Agreements (Accordi Economici Collectivi)
Article 1742 of the Italian Civil Code states that "the commercial agency contract, one party bears the burden of stably promoting, on behalf of the other, for compensation, the conclusion of contracts in a given territory ". The characteristic element is the stability of the agency relationship that distinguishes the situation of the business.
The activity of the commercial agent in Italian law is defined as that which is exercised by the people who are responsible for conventional manner by one or more undertakings to promote the closing of contracts in a number of specific areas. Unlike the sales representative, the agent is independent of his/her principal and unlike the intermediary, s/he is in charge to an unlimited number of services in a specific region.
As s/he is "con rappresentanza officer" or "officer senza rappresentanza", s/he has the power to bind his/her principal; in the first case, so s/he is both representative and an agent.
The agency agreement must contain the essential elements of the contract in general, which are those specified in Article 1325 of the Italian Civil Code. The agreement will specify the nature of the mission of the agent (soliciting orders in the name and on behalf of the principal and / or conclude contracts on behalf of the principal) and the scope of the assignment in terms of products and the territory and the duration of the contract and compensation of the agent.
Foreign companies having no office or employees in Italy must register their agents and commercial representatives with the Fondazione Enasarco.
If a contract is for an indefinite period, either party may terminate it by giving notice to the other party within a period set according to Art. 1750 of the Italian Civil Code.
Upon the termination of the agency contract, the principal must pay compensation to the agent if the following conditions are met:
• The agent has brought new customers or has significantly increased business with existing customers and the principal continues benefiting from the business conducted by the concerned clients.
• The payment of this indemnity is reasonable having regard to all the circumstances of the case, including commission l the agent loses and the resulting litters futures transactions such clients.
The amount of compensation for breach of contract may not exceed an amount equal to one year's commission calculated on the basis of the annual average commission received by the agent during the last five years or for the duration of the contract if is less than five years (art. 1751 Italian cc).
However, ACS often deviate from this limitation in favour of the agent.