Commercial Code

Having acted as agent or intermediary in a transaction, a commercial agent (meaning a person that is not the employee of a merchant but that acts on behalf of the merchant as the agent or intermediary in a transaction that is in the merchant's ordinary line of business; hereinafter the same applies in this Chapter) must issue notice of this to the merchant without delay.

A commercial agent must not engage in any of the following conduct without the permission of the merchant:

conducting a transaction that is in the merchant's line of business for the benefit of the agent or a third party;

becoming the director, executive officer, or executive managing member of a company that carries on the same kind of business as the merchant.

If a commercial agent has engaged in the conduct set forth in item (i) of the preceding paragraph in violation of the provisions of that paragraph, the amount of profit that the agent or third party has earned as a result of the conduct is presumed to be the amount of damage that the merchant has incurred.

A commercial agent entrusted with the sale of goods or the role of intermediary for their sale has the authority to receive a notice as referred to in Article 526, paragraph (2) or any other notice regarding the sale.

If a merchant and a commercial agent do not fix the term of a contract, either may cancel that contract with two months' advance notice.

Notwithstanding the provisions of the preceding paragraph, if there is a compelling reason, a merchant or a commercial agent may cancel the contract between them at any time.

If performance is due on a claim arising from a commercial agent's actions as an agent or intermediary in a transaction, the agent may retain property or negotiable instruments of value that the agent is holding for the merchant until the claim is satisfied; provided, however, that this does not apply if the parties have manifested a different intention.