SHIPPING/TRANSPORTATION AGREEMENT

SHIPPING/TRANSPORTATION AGREEMENT

This Agreement is made on this ………………………………day of ……………………………… 20 ………… between:

1. Lee Logistics LLC. (“The Company”), a Seattle Washington corporation located in …………………………………… (Specific address of the location of the offices)

AND

• Client (Name of Client and address) ___________________________ (“Client”).

WHEREAS:

1. The Company is being engaged by the client as a local, regional, and international transporting company for commodities/consignment: (State the type of services/commodities the Client wants)

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, and it is the sole intention of the parties that the company shall solely be engaged as the transporter and offer transportation of the above services.

• The Company, holding a valid operator’s license and having complied with all statutory provisions and being of good repute, financial standing, and professional competence, and operating authorized motor vehicles with a suitable management and maintenance team, runs and operates a network of ground, air and sea commercial transport of goods locally, regionally and internationally ……………………………………… (hereinafter referred to as “the Territory”); and

• The Company shall at all times make and keep available sufficient motor vehicles over which the Company holds due legal title or ownership or control; and at all times fully compliant with all and any legislative requirements within the Territory; and

• The Company shall from time to time take delivery of or deliver consignments to and from the Client or as per directions from the Client for delivery of the said consignments to the Client’s final destination.

• The Company is prepared, ready, willing, and able to offer the Company haulage services for the carriage of consignments within the specified area in the Territory, and the client is prepared to make use of the company’s haulage services covering the specified area of the Territory; and

• The Client and the Company intend to give their cooperation and secure footing by executing this Agreement on the date aforementioned.

NOW, THEREFORE, AND IN CONSIDERATION, of the mutual terms and conditions contained herein, the parties agree as follows:

1. DEFINITIONS:

“Consignment” means goods in bulk or contained in one parcel, package, or container, as the case may be, or any number of separate parcels, packages, or containers transported at one time in one load for the Sender from one destination to another.

• The company’s Obligations:

The Company shall:

1. Collect and deliver the consignment to be carried as instructed by the Client.

• Immediately or within reasonable time inform the client of any unusual delay.

• In the event of loss, damage, or misdelivery, immediately inform the Client and thereafter supply a detailed statement from the driver and the loader of the cause and circumstances, together with any further information that the client may require.

• If any loss is or is suspected to be due to theft or pilferage, in addition to the action under 2 (c) above, immediately inform the police and provide all the assistance required in tracing or recovering the consignment and apprehending the suspected persons.

• In the event of an accident, the Company shall immediately or within a reasonable time, obtain and deliver to the Client a detailed statement from the driver and the loader together with a police report in respect of the accident along with the waybill(s) and accompanying documents relating to the consignment.

• Where necessary and at the request of the Client, provide an independent survey report.

• Handle the consignment with the utmost care from the time of collection from warehouse and port until delivered to Client’s warehouse or designated delivery point.

• Be responsible for all damage to the Client’s commodities arising whilst in its custody and/or control where the same arises from either the Company’s or Company transporter’s negligent act or omission, provided the Company’s legal liability is proven. For damaged or missing bags/tins/units of commodities in transportation, the Client’s destination office will indicate the losses on the waybill presented by the Company.

1. Offer to the Client’s vehicles for which it has a due legal title of ownership, and ensure that the vehicles are maintained in a roadworthy condition.

• Obtain and maintain and/or ensure all road service permits, licenses, weights, and measures, and other approvals necessary, and make timely applications for the same when they fall due.

• Be responsible for issuing the damages reports for all insurance claims that come to its knowledge and/or are noted directly throughout the whole route, sending a copy of same to the Client. 

• Keep the Client duly informed in respect of the situation of each expedition/shipment and/or of any incidents or problems that may occur (opening of containers in customs, incidents in the handling, breakage or damages, etc.) In case of breakage, damage, loss, or robbery of the merchandise, an immediate report of the situation should be made to keep the Insurance Company duly informed.

•  Inform the Client by email or …………………………… (list other forms of communication as agreed with the client) of departure of commodities from the central warehouse.

• Confirm by email or ………………………………… (list other forms of communication as agreed with the client) the departure of the commodities from the ……………………………………… (location of pick up) customs, the estimated date of their arrival to a central warehouse, and departure from this position.

• Confirm by email ………………………………. (List other forms of communication as agreed with the client) the arrival of the consignment at the final destination.

• Client Obligations:

The Client shall:

1. Ensure that all Products will be safe for transport and handling provided the same is dealt

        with by the Company following all reasonable instructions given by the Client      

        and good industrial practices in transport, distribution, and warehousing.

• Ensure that the commodities are off-loaded from the container(s) or trucks within

        …………………………. (Number of working days needed to offload the consignment) working

day(s) from the time of arrival of the truck at the Client’s warehouse or designated delivery

 point.

• Indemnify the Company as agreed in this contract.

• Ensure that the packaging of the Products and the nature of consignment comply with all applicable Laws.

• At its own cost, repackage or give instructions on repackaging upon notification by the Company of any apparent poor packaging of the consignment.

• Assignment of Contract:

1. The Company may assign, transfer, or sub-contract obligations under this Agreement and its performance or any benefit hereunder whether wholly or partly, to any person, Firm, Company, or otherwise.

• Notwithstanding the transfer or subcontracting made by the Company in this regard, the Company will remain liable to the Client under the provisions and performance of this agreement.

• Transport Rates and payment:

1. The transport rates for various destinations will be based on the net weight of cargo and will be as agreed by the parties as follows:
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1. Either party shall issue a thirty (30) day …………………. (Any other period applied agreed by the parties) written notice of any proposed amendments to the rates provided in this agreement.

• The Client will pay the Company USD ………………………………. (Amount of payment for the agreed services) for the Services at the rates of USD ……………………………..

• All rates are exclusive of any value-added tax at the applicable rate. The amount charged for the Services rendered by the Company the other disbursement charges will be included in the invoice raised by the Company.

• The Client shall directly be liable at the first instance for payment of duties, taxes, and penalties payable to ………………………………. (Name of Country’s or state’s) Revenue Authority arising from theft, loss, or damage of the consignment while in transit.

• The Client shall pay the Company’s invoices within thirty (30) working days from the date of the invoice. The Company is required to attach to each invoice copies of all receipts of the clearing order(s) to which the invoice relates, and to verify their invoices before dispatch to the Client for payment.  

1. If during this Agreement, there are subsequent changes to the Agreement resulting in the financial levels being revised, then the Client and the Company agree to use their mutual best efforts to effect revisions in levels of fees as may be required at the time to achieve, to the extent possible, the economic or business purpose of this agreement.

• Any queries on the invoices received may only be raised by the Client within seven (7) working days from the date of the receipt of the invoice.  

• The Company invoices, service rendered, and disbursement incurred shall be addressed and delivered to the Client at ………………………………………………………… (office address of the Client) …………………………………….  to the attention of …………………………………… (name of the client’s department/employee responsible)

• Charges payable by the Client to the Company shall either be paid by cheque to be collected and/or delivered to the Company through the Client’s office or by wire transfer to the Company’s bank accounts as may be variously advised.

• If the Client disputes the amount stated in the invoice, then it must:

1. Pay the undisputed portion, and

1. Within thirty (30) working days (or any other agreed time) after receipt of the invoice, notify the Company of the dispute and the reason for the dispute.

1. Any invoices not disputed within this period shall be deemed accepted and payable under clause 5 (f).

1. Payment of the disputed amount will be withheld until the settlement of the dispute.

• If the Company either amends the invoice in satisfaction of the dispute or provides the required documentation to substantiate invoice details, the time for payment of any such invoice for the undisputed amount shall be within thirty (30) days from the date of the Company’s receipt of the amended invoice or the required documentation.

• In case of late payment contrarily to clause 5 (f), a financial charge of 1% per month will be immediately billed by the Company on any disbursement invoices.

• If payment is still not processed under clause 5 (f) within fifteen (15) days after the period when the payment was due, a financial charge penalty of 1% per day will be billed by the Company on all outstanding invoices.

• Bank money transfer charges are for the account of the Client.

• Invoices raised by the Company shall be payable without any deduction or set-off whatsoever.

• Consignment:

1. Where the consignment is containerized, the Company shall forthwith return the container(s) after transportation and/or delivery to the final destination or destinations, in a good state of repair to the Client within the period stipulated in this agreement except where otherwise specified in writing by the Sender/Client.

• However, should the Company neglect to, fail to, or otherwise not return the subject container(s) as provided in this Agreement, the Carrier shall be liable for damage or loss, if any, to the container, as well as for demurrage charges as specified under Clause 6 hereof.

• WAITING CHARGES:

The Client shall pay waiting and demurrage charges of USD ………………………………………………. unless it is proven beyond any reasonable doubt that the delay caused is due to the sole negligence of the Sender, its agents, and or servants.

• INSURANCE:

1. The Client shall procure or have an Insurance Policy of not less than USD 2, 000,000 (2M) for Marine, Goods in Transit, and material damage insurance policies from door to door, covering all risks for the goods handled and transported by the Company.

• The Client shall procure an Industrial All Risks insurance policy to cover their premises where Products under the bond and lien of the Customs and Excise Department are to be stored. This cover shall include but not be limited to fire, burglary, and consequential losses.

• The Company shall procure adequate insurance policies to cover any legal liability that may arise during the performance of its obligations under the contract.

• FORCE MAJEURE:

1. Both parties shall be fully or partially waived of their contractual obligations for any failure to perform due to causes beyond its reasonable control including, but not limited to, acts of God, acts of civil authorities, acts of military authorities, riots, embargoes, acts of nature and natural disasters, and other acts which may be due to unforeseen circumstances.

• Should an event arise that constitutes a case of FORCE MAJEURE, the obligations affected shall be extended automatically for a term equal to the delay caused by the case of FORCE MAJEURE.

• Any of the parties invoking a case of FORCE MAJEURE must, immediately after this arises, expressly notify the other party. That notification shall be completed with a report that shall contain all the circumstances related to the case of FORCE MAJEURE, within the seven (7) calendar days following its occurrence.

• All cases of FORCE MAJEURE not notified under the conditions and forms aforementioned may not, under any circumstances, be taken into account or claimed.

• Under such circumstances, the party affected must take all the necessary means to resume, as soon as possible, normal execution of the obligations affected by the case of FORCE MAJEURE, as well as minimization of costs and damages.

• Both parties shall bear the consequences to them of all kinds of FORCE MAJEURE and may not claim any kind of compensation from the other.

• In the event of the FORCE MAJEURE persisting and being prolonged for a period exceeding three (3) months, both parties shall meet to examine the consequences of that FORCE MAJEURE. After a period exceeding six (6) further months, the parties will be automatically reciprocally released of their obligations.

1. ARBITRATION:

Should any dispute or difference of any kind whatsoever arise between the parties herein, the matter in question shall be resolved amicably by mutual discussion as a principle. However, when such settlement cannot be reached, the matter shall be referred for the settlement by an arbitrator to be mutually agreed upon by the parties. In default of agreement, an arbitrator shall be appointed by the Chairman for the time being of the Institute of Chartered Arbitrators under the Arbitration Rules and Regulation of the State of Washington. The decision of such arbitrator shall be conclusive and binding on the parties herein.

1. CONFIDENTIALITY:

Unless where expressly required by Statute, this Agreement, its terms, and purport shall not be divulged to any third party or at all either in part or in its entirety-without the consent in writing of both parties. Both parties shall ensure that their servants, agents, and/or employees comply with this Article.

1. ENTIRE AGREEMENT AND AMENDMENT:

1. This Agreement is intended by the parties to be the final expression of their agreement as to the subject matter herein and constitutes the entire understanding between them with respect thereto. It is a complete and exclusive statement of the terms and conditions of such understanding and shall supersede all prior correspondence, conversations, negotiations, understandings, or agreements relating to the same subject matter.

• All amendments shall be made by mutual agreement and no change in, modification of, and/or addition to the terms and conditions of this Agreement shall be valid unless embodied in a memorandum or other written notice executed by both parties herein.

• The English text shall prevail over any translation of this Agreement.

1. WARRANTY:

Each of the parties to this Agreement warrants its authority under its instruments of incorporation and other regulatory and policy documents to enter into this Contract and has obtained all necessary approvals to do so and further as provided under the laws of ………………………………. (Name of the country or state).

1. Law and Jurisdiction:

This Agreement shall be construed and the relations between the parties determined under the Laws of ………………………………………. (Name of country or state).

IN WITNESS WHEREOF, the Parties hereto agree to the above terms and have caused this Agreement to be executed in their names or by their duly authorized representatives.

For and behalf of the Company:                                  For and Behalf of the Client:

Signature		Signature
Name (printed)		Name (printed)
Title/Designation		Title/Designation
Date		Date
In the presence of:		In the presence of:
Signature		Signature
Name (printed)		Name (printed)
Title / Designation		Title / Designation