SERVICE AGREEMENT- IMPORT

SERVICE AGREEMENT

This SERVICE AGREEMENT (“this Agreement”) is entered into between [NAME] of address [ADDRESS] (“Company”) and [NAME] of address [ADDRESS] (“Client”) on [DATE].

WHEREAS the Company offers importation services from China,

WHEREAS the Company and the Client desire to enter a relationship in which Company will provide such services to the client.

NOW, THEREFORE, in consideration of the premises, and of the mutual promises and undertakings herein contained, the parties, intending to be legally bound, do agree as follows:

  1. SERVICES

The Company shall import goods for the Client under the terms of this Agreement. 

 

  1. THE COMPANY’S OBLIGATIONS

The Company shall perform the services specified under Section 1 above.

 

  1. THE CLIENT’S OBLIGATION

The Client shall pay the Company for the fulfillment of their obligation under this Agreement. 

 

  1. PAYMENT SCHEDULE
  1.  The amount of payment for services rendered shall vary for each order.  
  2.  Payment shall be made upon delivery of the goods to the Client.  
  3. The said payments shall be made via a mutually agreed medium and to the address provided by either party. 

 

  1. CUSTOMS DUTY/ FREIGHT RATES
  1.  The Client shall take care of all taxes related to the Company’s performance of its obligations under this Agreement. 

 

  1.  Any changes to the Customs Duty/Freight Rates shall be to the account of the Client. 

 

  1. INSURANCE

The Company agrees to obtain an open policy or such other form of insurance to protect the Client on shipments made, whether advices thereon are received or not. 

 

  • WARRANTY
  1.  The Company DOES NOT warrant and guarantee that the good delivered shall be free from any defects, patent or latent, in material and workmanship, will conform to any specifications and requirements, and will be free from any defects in design or otherwise. Neither does the Company warrant that the goods will be of merchantable quality and fit for the intended purpose.

 

  1.  The Client’s purchase and use of the goods will COMPLETELY depend on the manufacturers’ or sellers’ requirements, including any product guarantee/warranty on the goods.

 

  1.  In the event of breach of a guarantee by the manufacturer or seller, the Client, without waiving any rights or remedies provided by law,  may request the Company to claim the said remedies or rights from the manufacturer or seller, on behalf of the Client. 

 

  1. INTELLECTUAL PROPERTY
  1.  The Company SHALL NOT be responsible for any and all violations of right, title and interest in and to all goods ordered by the Client. 

 

  1.  The Client represents and warrants that it understands that it DOES NOT own any and all rights in the goods’ trademarks, logos and other brand elements (collectively, “Trademarks”).

 

  1.  The client represents and warrants that it will take all reasonable measures to recognize and protect all rights, title, and interest in and to the goods ordered. The Client further understands that their use of such goods will be subject to the reasonable trademark guidelines provided in writing by the party that owns the Trademarks. 

 

  1.  The Client shall promptly indemnify, defend and hold harmless the Company for and against ALL claims, liabilities, costs, and expenses (including reasonable attorney’s fees) incurred from any breach by the Client of the Trademark rights in the ordered goods. 

 

  • LIMITATION OF LIABILITY
  •  Subject to Sections 6 and 8.4 of this Agreement, in any event, the company and its affiliates SHALL NOT be liable (whether in contract, warranty, tort (including, but not limited to, negligence), or other theory), to the Client or any other person or entity for cost of cover or for any indirect, incidental, special, consequential, punitive or exemplary damages (including damages for loss of revenues, loss profit or anticipated profits, loss of goodwill, loss of business or data) arising out of or in relation this agreement. 


  •  Either Party’s entire liability to the other Party under this Agreement or any applicable law or equity shall be limited solely to actual and proven direct damages sustained by the injured Party as a result of the gross negligence or willful misconduct of the injuring Party and its Affiliate and their respective directors, officers, employees and agents in the performance of their respective obligations under this Agreement. 


  •  In no event shall either Party be liable, vicariously or otherwise, to the other Party and its Affiliates or any third party for any losses, damages, liabilities, costs (including reasonable legal costs) and expenses (including taxation) which are in the aggregate in excess of the cost of the ordered goods (excluding Services Fees). 
  • RESPONSIBILITY IN DELAYS 

Subject to Section 6 of this Agreement, the Company DOES NOT assume any responsibility for any delay in the arrival of the ordered goods. 

 

  1. APPLICABLE LAW

This Agreement shall be deemed to have been made, executed, and delivered in Switzerland and shall be construed per the laws of Switzerland.

 

  1. DISPUTE RESOLUTION
  1.   The Parties value healthy business relationships. In the event of any dispute, the parties agree to first attempt a resolution through mutual communication. 

 

  1.   If Section 11.1 above fails, the Parties agree to settle their dispute through Arbitration. The arbitration shall be conducted by an experienced arbitrator, and the parties shall be bound by any and all rules of arbitration and any award/decision rendered. Any decision or award as a result of any such arbitration proceeding shall be in writing and shall provide an explanation for all decisions. The award of arbitration may be confirmed in a court of competent jurisdiction.

 

  1.   If the parties fail to resolve their disputes under Section 11.1 and Section 11.2 above, the Parties agree to settle their differences by litigation. The venue shall be any court of competent jurisdiction in Switzerland.  

 

  1. TERMINATION
  1.   Termination on Notice. 

Either party may terminate this agreement for any reason by giving a written notice on reasonable time to the other party.

 

  1.  Termination for Material Breach. 

Each party may terminate this agreement with immediate effect if the other party fails to perform, has made or makes any inaccuracy in, or otherwise materially breaches, any of its obligations, covenants, or representations, and the failure, inaccuracy, or breach continues after the injured party delivers a notice to the breaching party reasonably detailing the breach.

 

  1. SEVERABILITY 

It is the intent of the parties that in case any one or more of the provisions contained in this Agreement shall be held to be invalid or unenforceable in any respect, such provision shall be modified to the extent necessary to render it, as modified, valid and enforceable under applicable laws and such invalidity or unenforceability shall not affect the other provisions of this Agreement. 

 

  •   ENTIRE AGREEMENT

This Agreement constitutes the final and entire Agreement between the Company and the Client. It supersedes all prior and contemporary agreements, oral or written.

 

  1.   MODIFICATION

This Agreement may be modified or amended only by a duly authorized written instrument executed by the parties hereto.

 

 In Witness of whom, this Agreement is duly executed by the duly authorized representatives of the parties as set forth below:

 

___________________________________ ___________________________

Company’s Signature Date

 

___________________________________ ___________________________

Client’s Signature Date

 

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