2. For the purposes of this Directive, ‘commercial agent’ shall mean a self-employed intermediary who has continuing authority to negotiate the sale or the purchase of goods on behalf of another person, hereinafter called the ‘principal’, or to negotiate and conclude such transactions on behalf of and in the name of that principal.
3. A commercial agent shall be understood within the meaning of this Directive as not including in particular:
— a person who, in his capacity as an officer, is empowered to enter into commitments binding on a company or association,
— a partner who is lawfully authorized to enter into commitments binding on his partners,
— a receiver, a receiver and manager, a liquidator or a trustee in bankruptcy.
Article 2
1. This Directive shall not apply to:
— commercial agents whose activities are unpaid,
— commercial agents when they operate on commodity exchanges or in the commodity market, or
— the body known as the Crown Agents for Overseas Governments and Administrations, as set up under the Crown Agents Act 1979 in the United Kingdom, or its subsidiaries.
2. Each of the Member States shall have the right to provide that the Directive shall not apply to those persons whose activities as commercial agents are considered secondary by the law of that Member State.
CHAPTER II
Rights and obligations
Article 3
1. In performing has activities a commercial agent must look after his principal's interests and act dutifully and in good faith.
2. In particular, a commercial agent must:
(a) make proper efforts to negotiate and, where appropriate, conclude the transactions he is instructed to take care of;
(b) communicate to his principal all the necessary information available to him;
(c) comply with reasonable instructions given by his principal.
Article 4
1. In his relations with his commercial agent a principal must act dutifully and in good faith.
2. A principal must in particular:
(a) provide his commercial agent with the necessary documentation relating to the goods concerned;
(b) obtain for his commercial agent the information necessary for the performance of the agency contract, and in particular notify the commercial agent within a reasonable period once he anticipates that the volume of commercial transactions will be significantly lower than that which the commercial agent could normally have expected.
3. A principal must, in addition, inform the commercial agent within a reasonable period of his acceptance, refusal, and of any non-execution of a commercial transaction which the commercial agent has procured for the principal.
Article 5
The parties may not derogate from the provisions of Articles 3 and 4.