Commercial Agency Contracts in Algérie

Algerian law does not have a single, comprehensive statute dedicated to commercial agency. Instead, such agreements fall under general civil and commercial laws (e.g., the Algerian Civil Code and the Commercial Code). Article 34 of the Commercial Code references the concept of an agent who regularly concludes or prepares commercial transactions on behalf of a principal, but there are few mandatory rules for commercial agents compared to Morocco or Tunisia. Most issues - like commissions, notice, and indemnity - are determined by general contract law and the terms of the agency contract itself.

A commercial agent negotiates and concludes transactions on behalf of the principal. A distributor buys goods for its own account and then resells; this is not covered by agency rules. A business finder or broker, if acting only occasionally, typically does not qualify as a regular commercial agent. Algerian law does not sharply distinguish these roles in a separate statute, so everything relies heavily on contract terms and general commercial principles.

Any party (local or foreign) with legal capacity can act as an agent. Algerian law does not require a formal written agency contract by statute, but it is highly advisable to have it in writing for proof. The agent (if regularly performing commercial acts) should register as a commercial entity in the Registre de Commerce. There is no special “registry for agents,” nor a nationality requirement; both local and foreign can be agents.

Algerian law does not impose or guarantee exclusivity for agents by default. If the parties want exclusivity, they must specify it in the contract (e.g., an exclusive territory or client base). Note that competition law in Algeria (Ord. 03-03) may scrutinize exclusive arrangements if they restrict free competition. While that primarily targets distribution, an overly broad exclusivity could raise questions. But no specific statutory exclusivity right is provided to the agent.

In Algeria, commissions are a matter of contractual terms. If the agency contract covers “all sales in a certain territory,” that might include online sales by the principal. Otherwise, there is no automatic rule granting the agent a commission on such sales.

During the contract, the agent’s duty of loyalty typically prevents representing a direct competitor if that would harm the principal’s interests. After termination, there is no specific statutory limit (unlike Morocco’s two-year cap). A post-contract non-compete must be reasonable in scope, duration, and geographical area to avoid being voided as an excessive restraint of trade or violating competition rules. Algerian courts look at whether the clause unreasonably restricts the agent’s right to work.

Algerian law does not declare that local law is always mandatory if the agent is in Algeria. The parties can choose a foreign law, provided it does not contradict Algerian public policy. However, if a dispute arises in Algeria, the courts might still apply mandatory local norms, especially in matters like competition or other areas of public order.

Parties can choose arbitration or foreign jurisdiction clauses in the contract. Algerian courts typically respect such clauses unless they breach public policy. If no dispute resolution clause exists, local courts (often where the agent is based) have jurisdiction.

Algeria generally allows arbitration and might enforce foreign arbitral awards, especially if concluded under recognized international conventions. Foreign judgments are generally enforced if there is reciprocity The main caveat: the foreign decision must not conflict with Algerian public policy, which includes issues like interest on late payment.

Fixed-term contracts end automatically at term, unless renewed. Early termination is only possible if the other party commits a serious breach or a clause allows it. Indefinite-term contracts can be terminated with reasonable notice (Article 34 of the Commercial Code references “préavis conforme aux usages”). No fixed statutory length, so a few months is often seen as customary. If the principal abruptly ends the contract without giving notice, the agent may claim damages. No special mandatory indemnity is due upon termination (unlike Morocco/Tunisia), unless the contract provides it or the principal’s action is wrongful.

Serious misconduct (faute grave) or fundamental breach by the other side typically justifies immediate termination without notice. The law does not list specific examples. Courts would look to general civil law. Fraud, blatant disloyalty, or unauthorized competition might qualify. Mere failure to meet sales targets is unlikely to be deemed “serious misconduct” unless the contract explicitly defines it as such, or it is extremely severe.

There is no automatic indemnity for the agent upon lawful termination. If the principal terminates wrongfully (e.g., no notice, breach of contract), the agent may claim damages (compensation for actual loss). But this is not the same as a statutory “goodwill indemnity.” Therefore, in Algeria, absent a contractual clause to the contrary, the agent normally receives no severance-type payment when the contract ends.