GENERAL TERMS OF SALES REPRESENTATION

These General Terms regulate the relationships between the commercial company ALFA LOGISTIKA d.o.o., located at Andrije Hebranga 16, 47 000 Karlovac, VAT ID: 02706843298, as the authorized provider of computer system services (hereinafter referred to as the “Representative”) and the legal or natural person who will represent the Representative in sales (hereinafter referred to as the “Sales Representative”).

 

Method of Concluding the Sales Representation Agreement

1. Article

The Sales Representation Agreement (hereinafter referred to as the “Agreement”) is entered into based on a special form that is tailored to the specificities of this type of business relationship. The said form encompasses all essential elements of the Agreement, including the rights, obligations, and responsibilities of both contracting parties, as well as a table that represents the commission payment model for the Sales Representative.

By signing the Sales Representation Agreement, the Sales Representative accepts all provisions of these General Terms.

These general terms are published on the Representative’s website at the following web address: en.alfalogistika.hr/general-terms-of-sales-representation/ (hereinafter referred to as: Publication Place of GT).

2. Article

The contract form includes:

Contract Code: A unique code for each concluded Agreement generated by the Representative.

Start Date: The date from which the Agreement comes into effect, signed by both contracting parties.

End Date: The date until which the Agreement is valid; after which sales commissions will no longer be calculated.

Representative: Name of the contractual party of the Representative with details such as the registered address, responsible person, postal code, city, country, and tax number.

Sales Representative: Full name of the person acting as the sales representative within this Agreement.

Address: Address details of the Sales Representative.

VAT/Tax Number: Tax identification number of the Sales Representative.

Type of Representative: Indicates whether the Sales Representative is a legal or natural person.

Bank Account: The Sales Representative’s account where the commission will be deposited.

Type of Agreement: Indicates the type of agreement concluded with the Sales Representative, whether it’s a Work Agreement, Contract for Work, or any other legally recognized document based on which a legal entity can make a payment to a natural person in accordance with the laws of the Republic of Croatia.

Currency: The currency in which the commission will be paid.

Responsible Person: The person designated by the Representative for the execution of this Agreement.

Payment Method: The manner in which the commission will be paid, either based on the invoice issued to the Representative by the client or after the client pays the invoice.

Product Categories: Defined product categories for which commissions will be calculated.

Brands/Trademarks: Specific trademarks for which the commission applies.

Commission Tiers: Table that defines the percentage of commission based on the total sales amount.

Statement of the Sales Representative confirming that they are familiar with and accept the General Terms.

Minimum Sales Result – A monetary amount defined in these General Terms.

Publication Place of GT.

3. Article

In addition to the Sales Representation Agreement, these General Terms are applied, which further regulate the relationship between the Representative and the Sales Representative. These terms provide additional information and clarify specific aspects and provisions of the Agreement.

4. Article

Form and template of the agreement: The Sales Representation Agreement is concluded on a specially designated contract form. In addition to the provisions and conditions directly stated on the contract form, these general terms are considered an integral part of the agreement, together with the form they constitute the entire contractual relationship between the contracting parties.

Effective Start Date: The contract form will precisely highlight the agreement’s effective start date, which can only be the first day of the month. This date indicates the moment from which the contract begins to produce legal effects, i.e., the moment from which the parties to the contract begin to have rights and obligations.

Expiration or Cancellation Date: The expiration date of the agreement or the date of cancellation of any contractual action resulting in the termination of the contract will be clearly indicated and can only be the last day of the month.

Signing and Legal Validity: For the agreement to become legally valid and binding for both contractual parties, it needs to be signed by both. Without the signature of both contractual parties, the agreement does not come into effect and does not produce legal effects.

Sales Commission

5. Article

 

The sales representative is entitled to a sales commission based on realized sales opportunities categorized as “Hot Leads”. “Hot Leads” are defined as potential clients or business opportunities that have expressed a direct and specific interest in the products or services the representative offers and are ready and able to make a purchase decision in a short time frame.

The sales representative will receive a commission payment on the active sales representation contract, based on the “Hot Leads” that resulted in a contract signing and for which invoices are issued. The commission payment model will be indicated in the Contract and can be based on issued invoices or paid invoices. In case of invoice cancellation, a contract with the client, a reduction in the invoice amount, or a reduction in the service price, the representative will either reduce the sales commission or, if the payment obligation is cancelled, the sales commission ceases.

The maximum deadline for commission payment is 60 days from the day of issuing the invoice to the client according to the contract to which the sales representative contributed.

A revision of the commission terms is possible if the official recognized inflation rate in the Republic of Croatia changes by more than 5 percent + or -, and if changes occur in tax laws that affect the representative’s services and products.

6. Article

In addition to the Sales Representation Agreement, these General Terms also apply, which further regulate the relationship between the representative and the sales representative. Active potential clients (hereinafter: “hot leads”) denote those potential clients who are extremely interested in a product or service and are closer to the purchase decision phase. These terms provide additional information and clarify specific aspects and provisions of the Contract, especially those related to active potential clients. All obligations related to commission payments based on active potential clients must be performed according to this article unless the Contract explicitly specifies otherwise.

7. Article

The representative undertakes to pay the Sales Representative a commission for each sale that results from his representation. Details about the commission, including amounts and percentages, will be defined in the contract form.

8. Article

VAT (value-added tax) is not included in the commission calculation base. The commission is calculated solely on the amount without VAT.

Commission Model Description

9. Article

Base for calculation: The commission calculation base is the net amount of invoice items, excluding VAT (value-added tax) and other taxes or contributions. This amount is further adjusted according to the terms related to product categories and brands/brands defined in the Contract. Product categories and brands will adjust in the calculation base according to the rules and provisions defined in the Contract.

Based on the issued invoice: The commission is calculated based on the monthly invoice amount adjusted and filtered according to the Contract rules and the calculation base provisions. The calculation base considers the net invoice item amount, excluding VAT and other taxes or contributions, and further adjusted according to specific product categories and brands as defined in the Contract.

Based on the paid invoice: The commission is calculated based on the actual paid invoice amount resulting from the sales representative’s work. This amount is further adjusted and filtered according to the Contract rules and the calculation base provisions, considering the net invoice item amount, excluding VAT and other taxes or contributions, and additional specifications related to product categories and brands.

All commission calculations must be transparent, timely, and in accordance with the valid legal provisions of the Republic of Croatia.

10. Article

Within the Contract, a commission class table is defined, which describes in detail how the commission is calculated for the sales representative. The commission class table contains the following elements:

Sales Amount: Represents the total sales amount of the sales representative achieved according to the Contract terms.

Percentage: Indicates the percentage that is calculated as a commission from the total sales amount.

Amount: Provides an approximate commission amount that should be paid, considering the mentioned sales amounts and percentages.

Method: Describes the method or way in which the commission is calculated, either based on the issued invoice, paid invoice, or another method defined in the Contract, with additional explanation of how the commission will be adjusted if the invoice amount changes after issuing.

Description: Provides additional information or clarifications on how the commission is calculated.

Currency: Indicates the currency in which the commission is calculated and paid.

Commission Calculation Method: When a certain sales amount defined in the commission class table is reached or exceeded, the percentage from the higher class is used for commission calculation. For example, if the commission percentage for a sales amount of 1000 € is 10%, and for a sales amount of 2000 €, the percentage is 8%, then the commission for a sales amount of 1500 € will be calculated at 8%.

In the event of changes in business terms or laws affecting the representative’s business, the commission percentage can be revised according to the newly arisen circumstances.

Method of Commission Payment

11. Article

Monthly Commission Payment: The commission is paid monthly to the sales representative, in accordance with the terms of the Contract. Legal entities will receive the commission within a maximum of 60 days after receiving the invoice, while individuals will have payment conditions arranged through a special Employment Contract or another contractual act, in accordance with legal provisions. The representative is obligated to submit the commission calculation form by the end of the current month, clearly showing all calculation details.

12. Article

Elements of the Commission Calculation Form: The form contains the identification of the sales representative, commission method, calculation date, responsible person, total sales, commission rate, and total commission. If the sales representative is a legal entity, VAT is added to the commission amount.

13. Article

Calculation and Payment of Commission: The representative calculates the commission for sales opportunities achieved the previous month, using the provided form. The calculation is sent by email, and the commission payment is made to the sales representative’s bank account, according to the deadlines stated in the Contract, to avoid legal consequences due to delays or non-fulfillment of obligations.

Differences between General Terms and the contract form

14. Article

Difference between General Terms and the Contract Form: The General Terms, compiled according to the rules of the Republic of Croatia, represent the general conditions under which the Contract is regulated, while the contract form contains specific provisions agreed upon between the contracting parties. By signing the Contract, the parties accept the General Terms as an integral part of the Contract. In case of discrepancies between the provisions of the General Terms and the provisions in the contract form, the provisions in the contract form prevail.

Obligations of contracting parties

15. Article

At the foundation of every successful business relationship lies a clearly defined and mutually accepted obligation of the contracting parties. The sustainability of the business relationship arises from understanding and fulfilling these obligations, enabling smooth collaboration, growth, and prosperity for all involved. In the context of sales representation, the obligations of the representative and the sales representative are of vital importance in achieving common goals.

Obligations of the representative

16. Article

Obligations of the representative include:

Providing necessary support and information to the sales representative.

Paying commission to the sales representative in accordance with the contract.

Ensuring timely and accurate information about products/services.

Educating the sales representative about products and services.

Maintaining open and transparent communication with the sales representative.

Providing the necessary marketing materials and tools for successful sales.

Resolving any complaints and grievances in accordance with legal frameworks and contractual relationships.

Responsibility for providing services according to the contract the representative will conclude with the client.

Obligations of the sales representative

17. Article

Obligations of the sales representative include:

Actively seeking and acquiring new clients.

Representing the representative in a professional and ethical manner.

Submitting sales and market activity reports to the representative.

Continuously improving sales with the aim of achieving minimal sales results on a monthly basis.

Maintaining positive relationships with clients and providing necessary support.

Monitoring market trends and competitors and timely reporting to the representative.

Participating in educational programs organized by the representative and applying the acquired knowledge in practice.

Minimum Sales Results

18. Article

The sales representative needs to achieve a certain minimum amount of new sales every month for the business to run smoothly. This minimum amount is specified in the contract. It is calculated by dividing the total amount of new sales over a period of three months by the number of months (3), which gives the average minimum monthly amount of new sales. This means, every month, sales need to increase by this amount compared to the previous month. If sales fall in any month, it must be compensated with higher sales in the following months.

Responsibility of the Sales Representative

19. Article

The sales representative plays a key role in representing the company in the market. Their responsibility encompasses various aspects that contribute to the success of the company. Key duties include maintaining positive relationships with clients, achieving sales targets, and professional and ethical representation of the company. Additionally, continuous enhancement of sales skills and knowledge about the products/services they represent is expected from the sales representative, as well as providing essential market feedback to the company. All the mentioned responsibilities contribute to building trust among the company, sales representative, and clients, which is the foundation for long-term success and growth.

Right of the Representative to Refuse to Enter into a Contract with the Client

20. Article

The representative retains the right to refuse to enter into a contract with a client resulting from the sales activities of the sales representative, without the need to explain the reasons for such a decision. This right can be exercised at any time, allowing the representative discretion in choosing business partners. In this way, the representative can maintain high business standards and protect the interests of their company. In cases where a contract between the representative and the client is not concluded, or is terminated, or there is non-payment, the sales representative will not have the right to a sales commission payout.

Confidentiality

21. Article

In the business relationship between the sales representative and the representative, the confidentiality of information is of utmost importance. Both parties are obliged to keep all business-related information, clients, products, or services strictly confidential. Any breach of these provisions may result in legal consequences, including the possibility of contract termination and damage compensation. Even after the termination of this contract, the sales representative must not hand over any information that arose from this business relationship to competitors.

Duration and Termination

22. Article

The sales representation agreement is concluded for an indefinite period. Both contracting parties can cancel the contract in writing or by e-mail, respecting the notice periods defined in these General Terms. There are two types of cancellations: regular and extraordinary cancellation.

Regular Termination of Contract

23. Article

For regular termination of the contract, it is necessary to respect a notice period of two (2) months. This rule applies except in cases mentioned in the following article.

Extraordinary Termination of Contract

24. Article

Extraordinary contract termination is possible in the following situations: when the representative delays the sales commission payment by 60 days; when the sales representative does not meet the minimum sales results specified in the contract; when the sales representative grossly violates the provisions of these General Terms or there is a leakage of confidential information; when the sales representative does not fulfil the obligations assumed according to the contract and these General Terms.

25. Article

Upon termination of the contract, all obligations between the representative and the sales representative cease, including the payment of sales commission and sales representation of the representative.

 

Dispute Resolution

26. Article

For all disputes arising from or in connection with these general terms or the contract, the competent court is in Karlovac, Republic of Croatia. In all such disputes, the law of the Republic of Croatia will apply.

Final Provisions

27. Article

The General Terms constitute part of the Sales Representation Agreement. The place of publication of these General Terms is clearly stated in the contract form. Together with the contract form, these General Terms constitute a legally binding document that governs the legal relationship between the representative and the sales representative.

In the event of changes or additions to the Agreement, the parties are obliged to articulate and formalize these changes through a new Agreement. The previous version of the Agreement will be mutually terminated.

Any change or addition to these General Terms gives the sales representative the right to an extraordinary termination of the Agreement, which they can activate within 30 days from the day they were informed about the mentioned change or addition to the General Terms.

For the purpose of informing about changes to the General Terms, the sales representative will receive a notice via electronic communication to the email address defined in the Sales Representation Agreement.

All forms of communication between the contracting parties must be conducted in writing, either by regular postal delivery to the address or by e-mail to the address stated in the Sales Representation Agreement.