law 6729 english

Federação Nacional da Distribuição de Veículos Automotores

Av. Indianópolis, 1967 CEP 04063-003 São Paulo – SPPABX (55 11) 5582-0000 Fax (55 11) 5582-0001 [email protected] www.tela.com.br

ACT Nº 6.729, as of November 28,1979“RENATO FERRARI ACT”

(Containing amendments by Act nº 8.132, as of December 26, 1990)

Providing for thetrade concessionbetweenmanufacturers anddistributors of landautomotive vehicles.

THE PRESIDENT OF THE REPUBLICBe it enacted by the National Congress I hereby ratify the following law:

Article 1 – The distribution of land automotive vehicles shall be effective through the trade concession between manufacturers and distributors regulated by this Act, notwithstanding anything herein to the contrary, conventions herein provided and contract clauses.

Article 2 – Whereas: 定义I – manufacturer means the business enterprise that manufactures or

assembles automotive vehicles;

II – distributor means the business enterprise that belongs to its respective economic category and that sells automotive vehicles, new implements and components, and also is responsible for the technical support of such products and performs other activities related to said category;

III – land automotive vehicle means automobile, truck, bus, tractor, motorcycle and similar ones;

IV – implement means the machine or accessory that is intended to couple an automotive vehicle;

V – component means the part or set of parts that is a part of an automotive vehicle or original implement;



VI – agricultural machinery means harvesters, threshers, threshing machines and other similar ones intended for the agriculture, either automotive or tractor-driven, or any other external drive or source;

VII – agricultural implement means ploughs, harrows, scythes and other implements intended for the agriculture;

VIII – authorized service means the business enterprise that renders maintenance services to automotive vehicle owners, as well as that business enterprise that sells parts and components.

§ 1 – For the purposes of this Act:a) a manufacture also means concessor and distributor also means

concessionaire;厂家=转让人/卖方代理商=受让人/买方

b) tractor means that machine intended for agricultural use, also capable of performing other activities, excluding crawler tractors, power graders and other road machinery intended for other activities;

c) automotive vehicle classes shall be classified pursuant to the economic categories of their manufacturers and distributors, and products, distinguished by trademark, shall be classified pursuant to their manufacturer and distribution network, as a whole.

汽车的级别需根据厂家和代理商的economic categories来进行分类；以不同商标来区分的产品需要根据厂家和代理渠道来分类。

§ 2 – those agricultural implements and agricultural machinery, provided in this article, paragraphs VI and VII, that are not manufactured by that manufacturer mentioned in the paragraph I, are excluded from this Act.

Article 3 – The object of this concession:

I – the commercialization of automotive vehicles, implements and components manufactured or provided by the manufacturer;



II – the rendering of maintenance service to such manufacturers, including services under warranty or overhauling periods;

III – the free use of the concessor’s trademark, for the purposes of identification.

§ 1 – The concession may, as the case may be:

a) be established to one or more classes of automotive vehicles;concession中可能包含一个或多个级别的汽车

b) prohibit the commercialization of new automotive vehicles manufactured or provided by another manufacturer.

可能禁止厂家某些车型的商业化

§ 2 – As to the products launched by the concessor:在厂家投放的车型中：

a) if they belong to the same class of those included in this concession, they shall automatically be included;

如果这些车型属于concession中约定车型的同一级别，那么这些车型被自动认为是concession 的约定车型；

b) if they belong to a different class, the concessionaire shall have preference to commercialize them, if such concessionaire meets the requirements set by the concessor.

如果这些车型不同于concession中的约定车型，如果代理商满足厂家的要求，代理商享有优先权来代理这些新车型。

§ 3 – The concessionaire is allowed, in its discretion, to take part in auxiliary sales types that the concessor may promote or adopt, such as consortia, raffles, commercial leasings and financing plans.

代理商有权参加厂家组织的各类推广活动，如consoria，抽奖，出租和融资活动等。



Article 4 – The concessionaire’s entitled to commercialize:代理商的权利代理商有权代理相应的工具、备件等

I – new implements and components manufactured or provided by others, as long as the established provision in the article 8 is respected in relation to components;

II – goods of any nature that are intended for an automotive vehicle, implement or the activities of such concession;

III – used implements and automotive vehicles of any trademark.

Sole paragraph – The concessionaire may also commercialize other goods and render other services as long as they are in accordance to the concession.

Article 5 – The following is inherit to the concession:以下被自动继承到concession中：

I – the concessionaire shall be responsible for the operational area intended for its business activities;

II – minimal distances between concessionaires’ shops of the same network, which shall be set according to potential market criteria.

§ 1º - There can be more than one concessionaire of the same network in an area.同一区域同一网络中可以有不止一家经销商。

§ 2 – The concessionaire undertakes to commercialize land automotive vehicles, implements, components and agricultural machinery and to render services inherit to these ones, pursuant to the conditions provided by the trade concession agreement, and the concessionaire is also entitled to perform suchactivities, directly or through employees, out of the established area.

§ 3 – The consumer, in his/her sole discretion, may buy goods and services from any concessionaire, as provided by this Act.



§ 4 – In a trademark convention, the criteria and conditions to reimburse a concessionaire or authorized service shall be established, whenever a concessionaire renders obligatory maintenance services pursuant to the manufacturer’s warranty, and any limit provision as provided in the above paragraph is prohibited.

如果代理商遵照厂家质保为终端用户提供必须的保养服务，双方必须在trademark convention中设定偿还代理商或售后服务提供商的标准以及条件。

Article 6 – The concessor may contract a new concession:在以下条件下，厂家可以与新的代理商签约：I – if the market for new automotive vehicle of its trademark, inside the

established area, presents the conditions, which have been agreed upon between the manufacturer and its distribution network, that justify a contracting;经厂家和其代理渠道双方同意；

II – to fill a concession vacancy.填补区域商业化的空白；§ 1 - In the case of the paragraph I hereof, the concessionaire that is in such

area may be a bidder along with other competitive bidders under equal conditions.

§ 2 – The new contracting shall not be made under conditions that somehow harm the trademark’s concessionaires.

Article 7 – The quota of automotive vehicles under the concession terms shall be established pursuant to the following:

在concession terms中，需要根据以下条件设定quota（订单目标？）

I – the concessor shall estimate its production, based on different products and pursuant to its trademark’s market expectations, intended for the domestic market for the subsequent year;

厂家需要基于其品牌预期等因素对其各产品在未来几年的产量做出预估

II – the quota shall correspond to a part of the estimated production, which is composed of products that are different and independent of one another, including their respective quantities;



Quota需要与预计的产能一致，包含不同的产品和它们各自的产量

III – both the concessor and the concessionaire shall set na applicable quota, pursuant to concessionaire’s respective business and sales performance capacities and also pursuant to the market capacity of its established area.

厂家和代理商需要依据代理商的业务销售能力和代理区域内的市场容量来设定可实现的quota

§ 1 – the quota adjustment, regardless of the inventory kept by the concessor, shall be made according to this Act.

无论厂家有多少库存，quota 的调整必须依照此法案；

§ 2 – The quota shall be reviewed yearly and it may be readjusted according to the provided in the paragraphs of this Act and to the concessionaire’s inventory turnover.

Quota必须每年更新，而且可能根据此法案的相关条款以及代理商的库存重新调整。

§ 3 – The quota of automotive vehicles shall be readjusted as a result of eventual differences between the actual production and the estimated production.

如果实际产能和预估的产能有差距，quota必须重新调整。

§ 4 – The automotive vehicles that have been sold through auxiliary sales types, according to the article 3, paragraph 3, may be included in the quota.

通过其他辅助销售方式（ consortia, raffles, commercial leasings and financing plans）已售出的车辆被认为包含在quota内。

Article 8 – The fidelity index of automotive vehicle component purchases constitutes a part of the concession, and the trademark’s convention may set percentages of the concessionaires’ obligatory purchases.

备件采购是concession的一部分，trademark’s convention可能设定代理商最低的备件采购量。

Sole paragraph – The purchases that a concessionaire makes shall not be subject to the purchasing fidelity to the concessor according to the following:



a) automotive vehicle components;

b) implements of any nature and agricultural machinery.

Article 9 – The concessionaire’s orders and the concessor’s supplies shall correspond to the automotive vehicle quotas and shall comply with the component fidelity index.

代理商的订单和厂家的供应需要与quota一致，且需符合 component fidelity index（最低配件订购量？）.

§ 1 – The concessor’s supply shall be limited to the orders placed in written and shall respect the limits mentioned in the article 10, paragraphs 1 and 2.

厂家的供货以书面下达的订单为准，且需与第10条第1、2段的限制条件相一致。

§ 2 – The concessor shall execute orders within the established period, and if it’s not so, the concessionaire may cancel it.

厂家需要在约定期限内履行订单，否则代理商可以取消订单；

§ 3 – If the concessor does not execute component orders, the concessionaire shall have no obligation to meet the fidelity index as provided in the paragraph 8, proportionally to the notexecuted service.

如果厂家不履行备件订单，那么代理商没有义务去满足第8条中所规定的fidelity index，与没有履行的订单成比例。

Article 10 – The concessor may require the concessionaire to keep its inventory proportional to the new product turnover, which is the object of the concession, and also keep the inventory adequate to the customers’ nature, observing the limits provided in the following paragraphs 1 and 2.

§ 1 – The concessionaire may limit its inventory:

a) of automotive vehicles in general to sixty five per cent (65%) and trucks to thirty per cent (30%) of the monthly attribution of the respective yearly quotas for different products, except the provided in the following paragraph b;



代理商可以把某车型的备件库存控制在月需求量（？）的65%

b) of trucks, to four per cent (4%) of the yearly quota for each different product;

c) of implements, to five percent (5%) of the value of the respective effective sales during the last twelve months;

d) of components, to a value not over the price by which it purchased the same ones that were sold in retail during the last three months.

§ 2 – For the purposes of limits as provided in the paragraph above, in the subparagraphs a e b, the quota shall be compared with the concessionaire’s market reality every six months, pursuant to its commercialization, and reduce such limits proportionally to an eventual smaller difference in sales in relation to its monthlyattributions, in accordance to the criteria set by the manufacturer andits distribution network.Quota需要每6各月更新一次，根据代理商的运作等按比例调整

§ 3 – The concessor shall reimburse the concessionaire for the component inventory value that the concessor may change or fail to supply, and shall repurchase such components for the then current prices from its distribution network, or substitute, or from others that are appointed by the concessionaire, and such reimbursement shall be made in one year as of the occurrence of suchfact. 如果厂家更改了备件状态或不能供货（车？），厂家需要在事情发生一年内对代理商进行补偿，且厂家需要以当前价格从代理渠道或其分支机构或其它的代理商指定的机构中回购这些备件。

Article 11 – The payment for goods supplied by the concessor shall not be required, partially or completely, before their due invoicing, except otherwise agreed between the concessor and its distribution network

除非经厂家和它的代理渠道约定，厂家不得要求代理商在开票之前部分或全部付款

Sole paragraph – If the payment for goods is made before they are sold, they shall then be sold until the subsequent sixth day as of such payment.



如果货款是在货物启运之前支付的，那么或许必须在货款支付的6天内启运。？？

Article 12 – The concessionaire shall sell automotive vehicles directly to consumers only, commercialization for the purposes of reselling is prohibited.

Sole paragraph – The following is excluded from the provided in this article:

a) operations among concessionaires of the same distribution network, pursuant to their respective quota, that are not over fifteen per cent (15%) of trucks and ten percent (10%) of other automotive vehicles;

b) sales that the concessionaire makes for the domestic market.

Article 13 – The sales rates the concessionaire charges from the consumer is control-free, concerning goods and services that are the object of the concession.

§ 1 – The freight rates, insurance and other variable charges as to goods shipment to the concessionaire and from this one to the respective buyer shall individually be set forth in the respective invoices.

§ 2 – The concessor shall set the sales rates to the concessionaires, maintaining its uniformity and payment terms for its entire distribution network.

厂家需要设定代理商的sales rates（零售价？），在其整个代理渠道中维持同一性和付款方式。

Article 14 – Revoked by Act 8.132/90

Article 15 – The connector may make direct sales of automotive vehicles:厂家有权进行直销

I – Regardless of the concessionaire’s performance or orders;

a) to the Public Administration, directly or indirectly, or to the Diplomatic Corps;

直接或间接出售给公共政府，或出售给外交部门



b) to other special buyers, within the limits that were previously agreed upon with its distribution network;

在事先与其代理渠道约定的限制条件下，出售给其他特殊买家。

II – Through its distribution network:

a) to the persons indicated in the paragraph I, subparagraph a, sending the order to the concessionaire that holds such attribution;

b) to automotive vehicle fleet owners, as expressly provided, and the concessionaire is the only one that is entitled to make sales of this nature;

c) to other special buyers, and any concessionaire is authorized to place an order of this nature.

§ 1 - In direct sales, the concessionaire is entitled to receive consideration concerning any overhauling service it may render, in the case of paragraph I, or the value of the margin of commercialization, which shall correspond to the goods sold, in the case of the paragraph II hereof.

§ 2 – The incidence of direct sales through a concessionaire on the respective quota of automotive vehicles shall be agreed upon between the concessor and its distribution network.

直销订单是否计入quota由厂家和其代理渠道约定。？

Article 16 – The concession also requires the maintenance of the good name of the trademark and the concessor’s collective interests and its distribution network, and the following is prohibited:

在concession中，要求维护商标的声誉和厂家的利益以及其代理渠道，以下行为是被禁止的：

I – concessor’s activities that subject the concessionaires to an economic, legal or administrative subordination or interfere with its business management;

使代理商在经济上、法律上、行政上或经营管理上产生影响的厂家行为；



II – a requirement between the concessor and the concessionaire for an obligation that has not been provided in written or for warranties above the value and duration of the contracted obligations;

厂家和代理商要求对方履行未经书面约定的义务或超出质保合同期限或价值的义务。

III – different treatment between the concessor and the concessionaire as to financial charges and obligation terms that may be compared;同等对待，如账期、返利等

Article 17 – The relationships, which are the object of this Act, shall also be governed by conventions that, upon manufacturers request, or upon request of any entity hereinafter mentioned, shall be entered as act of law between:

I – the economic categories of automotive vehicles manufacturers and distributors, each of them represented by a respective civil entity or, if any, by other authorized entity, all of them of national competence, under the name of economic category conventions;

II – each manufacturer and its respective distribution network, which is represented by a civil entity of national competence, under the name of trademark conventions.

§ 1 – Any one of the subscribers of the acts herein mentioned is authorized to register them with a competent notary public of the Federal District and also cause their publication on the Federal Official Gazette for them to be effective against other parties all over the country.

§ 2 – Regardless of conventions, the entity that represents the economic category or the distribution network of the respective trademark is authorized to settle doubts and disputes concerning the relationship between the concessor and the concessionaire.

Article 18 – Trademark conventions shall be held:Trademark conventions（行业机构）需要包括：



I – to clear out automotive vehicle manufactures and distributors’ principles and interest rules;

指明厂家和代理商的原则及利益；

II – to introduce the civil entity that represents the distribution network;指明代理经销渠道的民事实体；

III – to settle, through arbitral award, matters that are submitted by the manufacturer and the entity that represents the distribution network;通过仲裁机构，解决厂家和代理商之间的事情；IV – to regulate, through declaratory judgement, matters concerning trademark conventions, upon request made by the concessor or the entity that represents the respective distribution network.应厂家或代理商的要求，通过公共审判，调解trademark conventions涉及到的相关事宜；

Article 19 – Trademark conventions shall be held to establish norms and procedures concerning:

Trademark conventions可被用来制定以下规定和程序：

I – the service rendered with respect to automotive vehicles under warranty or overhauling periods (article 3, paragraph II);

在质保项下的售后服务（第3条，第2段）

II – the free use of the concessor’s trademark (article 3, paragraph III);免费使用厂家的商标（第3条，第3段）

III – the inclusion of products launched during the effective period and auxiliary sales types in the concession (article 3º, § 2, subparagraph a; § 3º);

IV – commercialization of other goods and services (article 4, sole paragraph);

V – establishment of areas and minimal distances, openings of new branches and other facilities (article 5, paragraphs I and II; § 4; in reference to this text);

VI – component sales in a different established area (article 5, § 3º; in reference to this text);



VII – new concesions and market environment for such new concessions or termination of an existing concession (article 6, paragraphs I and II);

VIII – automotive vehicle quotas, yearly readjustments, applicable adjustments, inclusion of auxiliary sales types (article 7, §§ 1, 2, 3, 4) and direct sales incidence (article15, § 2);

IX – order and goods supply (article 9);

X – concessionaire’s inventory (article10 and §§ 1 and 2);

XI – alteration of payment time (article 11);

XII – collection of charges for the goods price (article 13, sole paragraph, in reference to this text);

XIII – margin of commercialization, including its alteration in special cases (article 14 and sole paragraph), the percentage attributed to a concessionaire domiciled in the same area of the purchaser (article 5, § 2, in reference to this text);

XIV – direct sales, specifying special buyers, and sales limits by established the concessor without any participation of a concessionaire, authorizations for the concessionaire to sell to the Public Administration or Diplomatic Corps, specification of automotive vehicle fleet owner, value of the commercialization margin andconsiderations for overhauling and other procedure rules (articles 15, §1º);

XV – system of progressive penalties (article 22, § 1);

XVI – specification of other indemnification (article 24, paragraph IV);

XVII – contractings intended for maintenance service and component commercialization (article 28);

XVIII – other matters as herein provided and others that the parties think necessary.



Article 20 – The trade concession between automotive vehicle manufacturers and distributors shall be entered in a contract that shall comply with written standards for each trademark and shall specify the concessionaire’s products, established areas, minimal distances and automotive vehicle quotas, as well as conditions concerning financial requirements, administrative and accounting organization, technical capacity, facilities, equipment and skilled labor.

Article 21 – The trade concession between automotive vehicle manufacturer and distributor shall be effective for na indefinite time and shall only terminate as provided herein.厂家和代理商之间的Trade concession的有效期是不定的，且仅在以下情况下可以终止：

Sole paragraph – Such contract may initially be effective for a definite time, not shorter than a five-year period, and shall automatically become effective for an indefinite time if there’s no communication of the parties thereof to extend it, one hundred eighty days (180) before its termination date, upon duly evidenced writtennotice.代理协议在初期可以/可能是不少于5年的确定的期限，如果在协议到期前180天双方没有沟通续签，那么协议自动变成不定期的。

Article 22 – The rescission of contract shall occur:在以下情况下，合同可以终止：I – upon mutual agreement between the parties or due to force majeure;如果双方同意或由于不可抗力因素；

II – due to expiration of a definite time established at the beginning of the concession, except extensions pursuant to the article 21, sole paragraph;如果具有明确合同期限的合同到期，第21条独立章节中所列情形除外。III – on the innocent party’s initiative, due to a breach of any provision of this Act, conventions or agreement, and if the contracting party closes down its business activities.如果有一方违背本法令、代理协议或其他约定，无过错方要求终止协议；如果合约方终止其商务行为。



§ 1 – The resolution provided in this article, paragraph III, shall be preceded by imposition of progressive penalties.

本条第3段所列情形是以相关罚款的接受为先导。

§ 2 – In either case of rescission of contract, the parties shall have some time that is necessary to terminate their relationships and the concessionaire’s operations, never shorter than one hundred twenty days (120), as of the rescission date.

任何情形的合同终止，双方都需一定的过渡期来终止双方的关系以及代理商的运作，这个过渡期不短于从协议废止之后的120天。

Article 23 – The concessor that does not extend the contract pursuant to the terms of this article 21, sole paragraph, shall be bound to:

如果厂家不根据第21条中的独立段落延长协议，那么它必须：

I – repurchase from the concessionaire the automotive vehicle inventory and new components, in their original package, for the then current price usually used between the concessor and its distribution network;

以厂家和其渠道间的当前价格从代理商手头回购车辆和备件库存。

II – purchase from the concessionaire, for the market price and on an “as-is” basis, equipment, machinery, tools and facilities intended for the concession. The concessor shall not immediately and documentally oppose such purchase, which was either determined by the concessor or by the fact that the concessor was informed about it through written notice. The concessionaire’s real estates are excluded from this obligation.

从代理商手头以当前的时间价格和当前状态购买用于双方合作的机械、设备、工具、设施等。

厂家不得立即的和书面的反对此类购买，…代理商的房产不包含在厂家的此项义务内。

Sole paragraph – The initiative not to extend the contract shall be taken by the concessionaire and thus the concessionaire shall have no obligation to indemnify the concessor.



不延长协议的提议需由代理商提出，在此情况下，代理商没有对厂家进行赔偿的义务。

Article 24 – If the concessor causes the rescission of na indefinite time contract, the concessor shall indemnify the concessionaire by:

如果厂家废止了一份没有明确合同期限的合同，厂家需要按照以下规定赔偿代理商：

I – repurchasing its new automotive vehicle inventory and implements and components for the consumer sales price that is then current at the time of the rescission of contract;

以协议被终止时的市场价从代理商手头回购新车库存、备件、工具。

II – making the purchase as provided in the article 23, paragraph II;按第23条第2段的规定购买。

III – indemnifying for loss and damages at the rate of four percent of the projected income for a period corresponding to the sum of an invariable part of eighteen months and a variable part of three months for each period of five years of the effective concession, and such projection shall be based on the value adjusted to the price levels concerning the goods and service income earned by the concessionaire as a result of the concession during the last two years before the rescission of the contract.

按以下方式对代理商的损失和损害进行赔偿：？4%*(18个月的收入+3个月的收入)在协议终止前的两年，（不变部分）18个月+（可变部分）3个月

IV – paying other indemnifications that may be agreed upon between the concessor and its distribution network.

根据厂家和其渠道的协议赔偿代理商其它损失。Article 25 – If a concessor’s breach causes the rescission of a definite time

contract, as provided in the article 21, sole paragraph, the concessionaire shall be entitled to the same indemnifications as provided in the above-mentioned article, whereas:



如果厂家不遵循第21条独立章节中的规定，违背了有明确合同期限合同的废除条款，代理商有权根据上述条款主张同样的赔偿：

I – as to the paragraph III, such indemnification shall be computed on a projected income basis until the contract termination and if the concession has not completed a two-year duration, such projection shall be based on the income earned up to that moment;

根据第3段的规定，赔偿基数是依据代理商在合同终止前两年的收入来计算的；如果双方的合作不足两年，那么计算的依据是代理商截止合同终止时的所有收入。

II – as to the paragraph IV, all the payable obligations shall be satisfied until the termination date of the rescinded contract.

根据第4段的规定，所有可量化的义务必须在合同废止日之前履行。

Article 26 – If the concessionaire causes the rescission of contract, the same shall indemnify the concessor on a five per cent basis of the total value of the goods that the concessionaire acquired during the last four months of the contract.

如果由于代理商的原因终止协议，那么代理商需要赔偿其在合同期最后4个月内从厂家采购的货物价值的5%给厂家。

Article 27 – Payable values, in the case of the articles 23, 24, 25 and 26, shall be paid in sixty days as of the concession termination date and, if any delays occur, the same payable values shall be subject to a price-level adjustment and interest rates to the extent permitted by law, as of the maturity date.

第23、24、25、26条中所列的可量化的价值必须在合同废止后60天内支付；如果有任何延迟支付，另一方有权依法根据物价水平、利率等要求调整赔偿额度。

Article 28 – The concessor may contract contractors such as a vehicle maintenance company or a component selling company to render support services or commercialization services, excepting the new vehicle distribution, under the name of authorized service.

厂家可以与售后服务提供商或备件销售商签约合作以授权服务商/店的名义来支持售后，新车分销除外。



Sole paragraph – The contractings mentioned in this article shall be subject to the provisions of this Act and in its scope.

上述第28条中提到的合同需遵循本法案。

Article 29 – The provisions of the article 66 of the Act nº 4.728, as of July 14, 1965, pursuant to the Decree-Law nº 911, as of October 1, 1969, shall not apply to goods purchasing operations made by the concessionaire for the purposes of commercialization.

1965年7月14日生效的4728法案的第66条的规定，可追溯到1969年10月1日生效的911法案，不适用于代理商

Article 30 – This Act shall apply to existing situations between the concessor and the concessionaire, and any clause to the contrary of a contract in force shall be deemed as null and void.

此法案适用于当前厂家和代理商之间的案例，如果合同中的任何条款与此法案有悖，则被认为是无效条款。

§ 1 – The distribution network and concessionaires shall individually maintain the rights and guarantees that are asserted by the respective manufacturers in relation to adjustments of any nature, especially concerning established areas and automotive vehicle quotas, except the competence of the trademark convention as to alter such adjustments.

§ 2 – The civil entities that are mentioned in the article 17, paragraph II, that are existing on the date this Act takes effect, shall represent the respective distribution network.

Article 31 – Pursuant to the article 21, the contractual relationships between automotive vehicle manufacturers and distributors that have been in force for three years as of the date on which this Act takes effect shall become indefinite time relationships.

依照第21条，如果在此法案生效前，厂家和代理商之间的契约关于已持续了3年，那么此契约关系将变成不定期的契约关系。



Article 32 – If the relationship is not three years old, as provided in the above article 31, the distributor may opt:

如果第31条中提及的代理商和厂家的契约关系不足3年，那么代理商可以做出如下选择：

I – for an extension of the then in force contract for na additional period of five years as of the date on which this Act takes effect;

在此法案生效后，延长契约关系并重新签订一份为期5年的合同。

II – for maintaining the term of the contract in force.维持原合同的条款。

§ 1 – The option this article refers to shall be made in ninety days as of the date on which this Act takes effect or until the contract expiration date, if a shorter term is left.

代理商需要在此法案生效90天内做出选择，亦可直到合同到期日才做出选择，if a shorter term is left.

§ 2 – If such option is not made, the term of the contract in force shall prevail.如果代理商没有做出上述的任何选择，那么合同中的条款优先有效。

§ 3 – Pursuant to the article 21, the contract that is extended until one hundred and eighty days before the termination of the five-year period, in the case of the paragraph I, or until the date of its termination, in the case of the paragraph II or § 2 of this article, shall become an indefinite time contract.依照第21条，在第1段所列情形下，或直到合同到期，或在此条第2段或第2款所列情形下，原先的5年期合同在到期前180天内需被续签为一份不定期的合同。

§ 4 – The provision of the article 23 shall apply if the contract is not extended according to the terms mentioned in the above paragraph.

如果合同没有按照上述规定延期，则按照第23条实施。

Article 33 – This Act shall take effect on the date of its publication, hereby revoking any other provision to the contrary.

此法案从颁布之日起生效，同时废止任何有悖于此法案的规定。



Brasília, November 28, 1979.

158º of the Independence and 91º of the Republic.JOÃO FIGUEIREDO

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