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EU Authorised Representative GPSR Contract

This Agreement is made between:

Westwood Sourcing, a trade name of limited company Westwood B.V., incorporated under the laws of the Netherlands, having its registered office and its principal place of business at the address Fellenoordstraat 52, unit 2.38, 4811 TJ Breda, Netherlands, e-mail info@westwoodsourcing.com, telephone +31 76 369 0668 and registered with the trade register of the Dutch Chamber of Commerce under number 92195873, hereafter “EU Authorised Representative”;

and

CUSTOMER COMPANY NAME, ADDRESS, POSTAL CODE, COUNTRY
Hereafter “Manufacturer”;

Also referred to the below individually as “Party” and jointly as “Parties”

Whereas:
  • Manufacturer is not established in the European Union, and wishes to perform a regular trading activity in the Netherlands/European Union, and bring products on the European Union market.
  • Manufacturer either owns a brand, has a product produced under it’s name or in any other way is the first to place a product on the EU market.
  • Manufacturer wishes to appoint the EU Authorised Representative by means of a written mandate. For products expressly covered by this Agreement, the EU Authorised Representative may also act as the economic operator referred to in Article 16(1) GPSR and, where applicable, Article 4 of Regulation (EU) 2019/1020.
Have agreed the following:

Article 1 Scope of services
1.1 Manufacturer wishes to appoint the EU Authorised Representative as its authorised representative in the European Union for its product(s).
1.2 The EU Authorised Representative accepts the appointment and agrees to act on behalf of the Manufacturer under the terms of this Agreement.
1.3 This Agreement applies only to non-food products expressly accepted by the EU Authorised Representative. Cosmetics, food, medicinal products, medical devices, military or dual-use products and other product categories requiring a separate regulatory mandate are excluded.
1.4 The existence of a written mandate does not in itself mean that a product is covered by this Agreement. A product or product family is only covered once the required technical documentation has been submitted to, and accepted by, the EU Authorised Representative.

Article 2 Obligations of the Manufacturer
2.1 Manufacturer shall provide the EU Authorised Representative with the technical documentation required under the applicable European Union legislation and, where applicable, the EU Declaration of Conformity. For products subject to the GPSR, the technical documentation shall include at least a general description of the product and its essential characteristics relevant for assessing its safety and, where appropriate in view of the identified risks, the risk analysis, applicable standards and relevant test reports or other supporting evidence.
2.2 Every time it is the intention of the Manufacturer to bring a new product on the European Union market or amend one or more products, that were already placed on the European Union market previously, the Manufacturer should provide new/updated/amended technical information and the CE declarations of conformity to the EU Authorised Representative for each of the products. Products with the same intended use, materials, construction and safety-relevant characteristics may be covered by one technical file or product family where this does not affect the validity of the safety assessment.
2.3 Besides providing technical documentation and CE conformity declaration, the Manufacturer should also ensure that all products meet all actual European Union’s safety and health requirements. The Manufacturer is responsible for keeping in line with any new or amended European Union safety and or health standards and requirements.
2.4 Manufacturer should inform the EU Authorised Representative of any changes and/or modifications in the products, that might have impact on the safety of the products and/or the compliance with the actual European Union’s legislation.  This also applies to safety incidents or other complaints and issues, related to placing of identical products on other markets than in the European Union.
2.5 Manufacturer may use the name and contact details of the EU Authorised Representative only for products or product families covered in accordance with Article 1.4 and only for the regulatory role for which the EU Authorised Representative has been appointed.

Article 3 Obligations of the EU Authorised Representative
3.1 The EU Authorised Representative shall perform the tasks specified in the written mandate in accordance with Article 10 GPSR. Where the EU Authorised Representative acts as the economic operator referred to in Article 16(1) GPSR, it shall also perform the applicable tasks under Article 4(3) of Regulation (EU) 2019/1020 and the checks required under Article 16(2) GPSR.
3.2 Upon a reasoned request from a competent market surveillance or enforcement authority, the EU Authorised Representative shall provide the information and documentation required under the applicable legislation and shall cooperate with the authority as legally required.
3.3 The EU Authorised Representative shall inform the Manufacturer without undue delay of any safety issue, authority request, complaint or other matter that may materially affect the safety or compliance of a product covered by this Agreement.
3.4 The Parties shall cooperate on any corrective action required in relation to the products. Where applicable legislation or a competent authority requires the EU Authorised Representative to take or support immediate action, the EU Authorised Representative may do so without awaiting prior instructions from the Manufacturer.

Article 4 Additional Forms of Representation
4.1 For products covered by this Agreement, the appointment also covers the EU Authorised Representative's tasks as the economic operator referred to in Article 4 of Regulation (EU) 2019/1020 where applicable, including for products subject to relevant Union harmonisation legislation such as EMC, LVD, RED and RoHS. This does not mean that the EU Authorised Representative assumes the Manufacturer's obligations under such legislation and does not include conformity assessment, certification, product testing or preparation of technical compliance documentation unless separately agreed.
4.2 Any representation duties beyond those expressly included in this Agreement shall be subject to separate written agreement.
4.3 The EU Authorised Representative reserves the right to decline any request for additional forms of representation if they fall outside the scope of the expertise or resources of the EU Authorised Representative.

Article 5 Liability 
5.1 The EU Authorised Representative shall not be liable for damages, losses, regulatory measures or other consequences resulting from non-compliance of the Manufacturer or its products, incorrect or incomplete information supplied by the Manufacturer, or failure by the Manufacturer to comply with its obligations under this Agreement, except to the extent such liability results from wilful misconduct or gross negligence of the EU Authorised Representative or cannot legally be excluded.
5.2 The Manufacturer shall indemnify the EU Authorised Representative against claims, damages, penalties, costs and reasonable expenses arising directly from non-compliance of the Manufacturer or its products or from a breach of this Agreement by the Manufacturer, except to the extent caused by the EU Authorised Representative's own breach, gross negligence or wilful misconduct.
5.3 Where the EU Authorised Representative provides a recommended testing or compliance scope, the Manufacturer remains responsible for ensuring that its products comply with all applicable requirements. Any deviation from the recommended scope shall be at the Manufacturer's own responsibility. Accredited laboratories, notified bodies or specific conformity assessment procedures shall only be required where applicable legislation requires them or where reasonably necessary in view of the product and its identified risks.
5.4 Manufacturer acknowledges that the scope given by the EU Authorised Representative is provided at a point-in-time and therefore needs to be updated regularly by request of the Manufacturer.
5.5 The Manufacturer shall maintain appropriate documented procedures to ensure that products produced in series remain in conformity with the applicable safety requirements. The nature and frequency of inspections, testing or other production controls shall be proportionate to the product and its identified risks. Batch testing is only required where prescribed by applicable legislation, an applicable conformity assessment procedure or an agreed product-specific control plan.

Article 6 Confidentiality
6.1 Both Parties agree to keep all information and Manufacturers technical documents, including the CE conformity statement and all communication between each Party confidentiality.
6.2 This confidentiality obligation will remain after the termination of this Agreement for a period of at least 2 years after the date this Agreement is ended.

Article 7 Fees and Payment
7.1 The Manufacturer agrees to pay the EU Authorised Representative a fixed annual fee, for the services provided under this Agreement.
7.2 The EU Authorised Representative will provide an invoice to Manufacturer.  This invoice needs to be paid, before the EU Authorised Representative will start to act as the EU Authorised Representative.
7.3 The annual fee includes the statutory representation duties expressly included within the scope of this Agreement, including the EU Authorised Representative's statutory cooperation with competent authorities. 
Additional compliance consultancy and operational support in connection with investigations, corrective actions, withdrawals or recalls, including preparing communications, coordinating with authorities, marketplaces or distributors, or managing corrective actions, may be charged at the hourly rate listed in Annex 1.
Such additional chargeable work will only be performed after prior approval by the Manufacturer. Where immediate action is required by law or by a competent authority and prior approval cannot reasonably be obtained, the EU Authorised Representative may perform only those actions reasonably necessary to fulfil its legal obligations and shall inform the Manufacturer without undue delay.
7.4. To the extent permitted by law, penalties, fines, costs or claims imposed on the EU Authorised Representative as a direct result of a breach of this Agreement or non-compliance of the Manufacturer or its products may be recovered from the Manufacturer, except to the extent caused by the EU Authorised Representative's own breach, gross negligence or wilful misconduct.

Article 8 Termination of this Agreement
8.1 This Agreement is not time limited and becomes binding on the date of signature of this Agreement by both Parties.
8.2 A Party can terminate this Agreement without cause at any time, by giving a written notice to the other Party within not less than 30 days.
8.3 Each Party is entitled to terminate this Agreement with immediate effect without judicial intervention and without prejudice to its legal remedies by written notice if:
a. The other Party applies for a (provisional) suspension of payments or it has been granted a (provisional) suspension of payments;
b) The other Party files a petition for bankruptcy or has been put into bankruptcy, the company ceases or the business discontinues, a considerable parts of the assets of this Party has been attached, or this Party can otherwise no longer be considered to be able to fulfill its obligations arising from the Agreement; or
c) As a result of a Force Majeure event, the other Party’s performance of its obligations under this Agreement is not resumed within one month after written notice from the Party demanding performance.
8.4 The EU Authorised Representative is entitled to terminate this Agreement in writing, regardless of the reason with due observance of a notice period of 1 month.  Furthermore, the EU Authorised Representative is entitled to terminate this Agreement with immediate effect without judicial intervention if the Manufacturer fails its obligations arising from the Agreement, after a written notice of the EU Authorised Representative with a reasonable deadline for fulfillment, unless fulfillment is no longer possible.
8.5 Following termination, the Manufacturer shall cease using the name and contact details of the EU Authorised Representative for products placed on the Union market after the effective date of termination. This shall not affect products lawfully placed on the Union market during the validity of this Agreement.
8.6 If the Manufacturer places a product on the Union market using the details of the EU Authorised Representative while that product is not covered in accordance with Article 1.4, this shall constitute a material breach. The EU Authorised Representative may immediately require removal of its details and may suspend or terminate representation for the affected product or, where appropriate, this Agreement.
8.7 Obligations relating to cooperation with competent authorities, confidentiality, record retention and products placed on the Union market during the validity of this Agreement shall survive termination for the period required under applicable legislation.
8.8 The Manufacturer remains responsible for retaining technical documentation for the legally required period. For products subject to the GPSR, technical documentation shall be kept available for at least ten years after the product has been placed on the market. The EU Authorised Representative shall retain or make available documentation relating to products covered during the validity of this Agreement to the extent required by applicable legislation.
8.9 Upon request by the Manufacturer, the EU Authorised Representative may transfer the relevant technical documentation to a newly appointed EU Authorised Representative. Such transfer shall not affect any legal record-retention or cooperation obligations that continue to apply to the EU Authorised Representative in relation to products placed on the market during its appointment.

Article 9 Miscellaneous
9.1 Any amendment to this Agreement must be in writing and signed by both Parties.
9.2 This Agreement constitutes the entire Agreement between the Parties and supersedes any prior Agreements or understandings.

Article 10 Governing Law and Jurisdiction
10.1 This Agreement will be governed by, and all disputes, claims, controversies or disagreements in relation to or arising out of this Agreement and/or services shall be resolved in accordance with the laws of the Netherlands.
10.2 All disputes in relation to or arising out of this Agreement and/or services shall be exclusively be submitted to the Court of Breda (Netherlands).



Thus agreed and signed by:
The EU Authorised Representative,

Westwood Sourcing

Legally represented by



NAME
POSITION

DATE
PLACE
The Manufacturer,

CUSTOMER COMPANY NAME
Legally represented by


NAME
POSITION

DATE
CUSTOMER PLACE

Annex 1 Agreed fees for acting as EU Authorised Representative


  1. Annual Fee: See quotation
  2. Additional compliance, authority and corrective-action support, including operational support for withdrawals or recalls. Chargeable work will only be performed after confirmation by the Manufacturer, except for actions immediately required by law or by a competent authority as provided for in Article 7.3. | EUR 90,00/hour