A company wants to expand its sales and asks an outside person to handle transactions. They agree on a percentage and begin working. When the first payment arrives, they discover that each side understood something different. One expected to pay when an invoice was issued; the other expected remuneration as soon as the sale was agreed.
Before starting, describe the assignment and how its performance will be documented. The agreement should allow both parties to review a transaction and reach the same payment calculation.
First, identify the relationship you are creating
Article 273 of the Mexican Commercial Code regulates commercial commission as an agency arrangement for specific commercial transactions. The person commissioning the transaction is the principal, or comitente. The person carrying it out is the commission agent, or comisionista [1].
The contract's name should match the actual activities. Percentage payments can also arise in other relationships. If the work involves employment under another person's direction, merely referring prospects or providing professional services, have the applicable rules reviewed before using a commercial commission template.
Describe a normal working week to prepare for that review. Will the person only introduce buyers? Can they accept orders? Will they negotiate terms or receive money? A concrete example can reveal differences that a description such as “sales support” leaves unresolved.
Define the transactions and instructions
Identify the products and transactions covered by the assignment. Specify what information the agent will receive and who may update it. If there are territorial or customer limits, write them in a way that can be checked.
Prepare a simple decision matrix: who proposes a discount, who authorizes it and where approval is recorded. Do the same for returns, order changes and requests outside the usual terms. An exceptional transaction needs an approval process before it is offered to a buyer.
Article 274 allows written or oral instructions, with written confirmation of an oral assignment before the transaction is completed. Article 283 allows the agent to act in their own name or the principal's name, subject to the agreement [1].
When contracting in their own name, the agent acquires rights and becomes directly bound to the third party under article 284. When expressly contracting in the principal's name, the agent does not incur an obligation of their own under that contract, pursuant to article 285 [1]. Define how the agent will present themselves to buyers and which documents they will use.
Article 280 requires the agent to carry out the assignment personally and obtain authorization to delegate it [1]. If other people participate, distinguish delegation of the assignment from subordinate tasks that the law allows employees to perform under the agent's responsibility.
Arrange the funds needed for the work
When an assignment requires funding, article 281 allows the agent to wait until sufficient funds are provided and to suspend performance when they run out. If the agent agreed to advance the funds, article 282 requires them to do so, except if the principal suspends payments or becomes bankrupt [1]. Specify who will provide the money and how its use will be documented.
Explain how remuneration is calculated
Record the percentage or amount and the exact basis for calculating it. Check whether taxes, freight, returns or other items will be deducted. Avoid leaving “net sales” without a definition both parties can use.
Article 304 gives the agent a right to remuneration unless otherwise agreed. If its amount was not agreed, it is determined by the customary practice of the place where the commission is performed [1]. Agreeing on it at the outset can reduce disputes about the parties' financial expectations.
Test the formula with examples before signing. One can cover a cash sale; another, an order paid in installments. Add a partial return and check the resulting calculation. The examples should support the rule without contradicting it.
Expressly authorize installment sales
The installment example requires checking the authorization. Article 301 prevents the agent from selling on credit or in installments without the principal's permission. If they do, the principal may demand immediate payment from the agent [1].
When authorization has been given, article 302 requires the agent to inform the principal that the sale was on credit and identify the buyers. Without that notice, the sale is treated as a cash sale in relation to the principal [1]. The contract should specify how each transaction is authorized and reported.
Decide what supports the right to payment
Agree on what triggers settlement and which documents support it. Orders may need to be matched with invoices and collections.
Article 298 already requires the agent to provide a complete, substantiated account after performing the assignment and hand over the balance received. Interest is payable for delay. Article 303 provides for liability for harm caused by failing to collect on time or failing to use legal means to obtain payment [1]. The agreement specifies the reporting format, supporting documents and procedure for resolving discrepancies.
If several people participate in a transaction, define how credit for it will be allocated. A record with dates and responsible individuals can help. Also consider customers already in the portfolio and later purchases by the same customer.
The tax clause needs a separate review. Specify how payments will be documented and which obligations apply to each party's circumstances. A commercial percentage alone does not settle taxes or withholding.
Separate expenses from remuneration
Article 305 requires the principal to pay the agent's substantiated expenses and disbursements immediately, with commercial interest from the date they were incurred [1]. If the parties want spending limits or prior approval requirements, they must agree on them.
Article 306 protects payment of commissions, advances and expenses through goods in the agent's actual or constructive possession. Those goods are specifically allocated as security for payment, and the agent cannot be dispossessed of them before being paid [1]. Review how they will be handled and documented.
Agree on which receipts must be submitted, who will review the account and when rejected items will be discussed. Include the handling of money or goods where the transaction requires it.
Define how the commission will end
Article 307 allows the principal to revoke the assignment at any time, while preserving obligations arising from steps already taken. Notice given only to the agent cannot be relied on against contracting third parties who did not know about the revocation [1]. Prepare the notices and handover of open matters.
Under article 308, the agent's death or incapacity ends the agreement. The principal's death or incapacity does not end it by itself, although their representatives may revoke it [1].
At closing, identify orders, outstanding collections and documents to be handed over. If the parties want commissions on transactions after termination, they must agree on them precisely. Keep that arrangement separate from settling amounts already earned during the assignment.
Documents for reviewing the agreement
Gather the draft, a description of the work and calculation examples. Add the commercial terms to be shared with buyers and the signatories' details. Flag any points on which agreement is still missing.
QP Abogados can review the assignment and its terms to prepare an agreement suited to the proposed transactions. It is best to do this before the first sale forces the parties to dispute what each of them meant.
Legal source
[1] Mexican Commercial Code, articles 273, 274, 280 to 285, 298 and 301 to 308, Chamber of Deputies.
General information about commercial transactions in Mexico. The relationship and its effects must be reviewed against the circumstances of each case.