TRADING PARTNER AGREEEMENT

by | Jul 4, 2023 | Agreements

TRADING PARTNER AGREEEMENT

Pontemex is a trading company incorporated in Israel collectively referred to as ( “Pontemex LLC”) and ________________________ (“Trading Partner”) enter into this Tarding Partner Agreement (“Agreement”) on ______________, 202_______.

Background and Intent

  1. Pontemex is a trading company that engages with exporters, importers and distributors and it deals and receives various demands for products from; them creating a demand for products,
  2. Trading Partner intends to create partnership with trading company by outsourcing the products under the best possible rates and conditions.
  3. Trading Partner is willing to exchange the necessary information with Pontemex regarding the business.

IN CONSIDERATION OF THE INTENT, TERMS AND CONDITIONS, THE PARTIES AGREE AS FOLLOWS:

Terms and Conditions

  1. Definitions
    1. Breach or Security Breach. It involves the acquisition, access, use or disclosure or unsecured information in a manner not permitted under the law that compromises the security or privacy of either party.
    1. Disclosure. Means the release, transfer, provision of, access to, or divulging in any other manner of information outside the entity holding the information.
    1. Information. Information means data, text, images, sounds, codes, computer programs, software, databases, or the like.
    1. Operating Rules. Means the necessary business rules and guidelines for the electronic exchange of information that are not defined by a standard or its implementation specifications.
    1. Record. Record means Information that is inscribed on a tangible medium or that is stored in an electronic or other medium and is retrievable in perceivable form.
    1. Standard Transaction. Means a transaction that complies with applicable standard and associated operating rules.
    1. Transaction. A Transaction means an action or set of actions relating to the conduct of business, consumer, or commercial affairs between two or more Trading Partners, including any of the following types of conduct: (a) the sale, lease, exchange, licensing, or other disposition of (i) personal property, including goods and intangibles, (ii) Services, and (iii) any combination thereof; and (b) the sale, lease, exchange, or other disposition of any interest in real property, or any combination thereof.
  2. Relationship

2.1 This arms-length Agreement is between independent parties. Neither Pontemex nor Trading Partner is an employer, employee, agent, or joint-venture of the other.

2.2 Neither Party is authorized to enter into any contract with a third party that binds the other.

2.3 Each party is responsible for the payment of taxes for the commissions earned by it.

2.4 Except as permitted by this Agreement, Trading Partner may not assign this Agreement to an unrelated third party without Pontemex’s prior written notice and consent. Pontemex may assign this Agreement to any related or affiliated entry.

2.5 Unless provided by this Agreement, there are no intended express or implied third-party beneficiaries.

  • Business Transaction Specifications
    • In any deal to be closed the finance will be transmitted directly from buyer to seller (without the trading company and its overseas partners touching the money)
    • A commercial agreement will be signed between buyer and seller directly.
    • The profit in the transaction will come from adding a commission to the seller’s invoice and later once a deal is closed, payment was sent from buyer to seller, the seller will reimburse the trading company and the overseas partner.
    • The profit share will be divided into 3, as there are two partners on the trading company’s side. 66% will be awarded to the trading company and 33% to the overseas partner.
    • The trading company and the trading partner will be in charge of the day-to-day required operations for closing and operating each deal, each side is responsible for communications with its side of the deal, either buyer or seller.
    • Commission payment by seller to trading company/overseas partner will be determined on a case to case basis. However, when payment will be made simultaneously to both the trading company and the overseas partner.
    • No expenses will be reimbursed for any work done by either side except for the commission split-payment on finalized deals.
  • Compliance
    • Each Party shall, as a minimum requirement, comply with all relevant local and national laws or regulations, and in particular, but not limited to provisions concerning data transmission, data protection and data storage. Any personal data a Party may have access to in the course of the business relationship shall be maintained and used exclusively for the intended purpose.
    •  Each Party represents and warrants that (a) it has obtained all necessary approvals, consents, and authorizations of third parties and governmental authorities to enter into this Agreement and to perform and carry out its obligations hereunder; (b) the persons executing this Agreement on its behalf have express authority to do so, and in so doing, to bind the Party thereto; and (c) this Agreement is a valid and binding obligation of such Party, enforceable in accordance with its terms.
    • Except as expressly stated above or otherwise specifically agreed neither Party makes any representation or warranties and each Party hereby expressly disclaims all representations and warranties express or implied related to this Agreement.
  • Confidentiality and Third Party

The Parties acknowledge that the existence and the terms of this Agreement and any oral or written information exchanged between the Parties in connection with the preparation and performance this Agreement are regarded as confidential information. Each Party shall maintain confidentiality of all such confidential information, and without obtaining the written consent of the other Party, it shall not disclose any relevant confidential information to any third parties, except for the information that: (a) is or will be in the public domain (other than through the receiving Party’s unauthorized disclosure); (b) is under the obligation to be disclosed pursuant to the applicable laws or regulations, rules of any stock exchange, or orders of the court or other government authorities; or (c) is required to be disclosed by any Party to its shareholders, investors, legal counsels or financial advisors regarding the transaction contemplated hereunder, provided that such shareholders, investors, legal counsels or financial advisors shall be bound by the confidentiality obligations similar to those set forth in this Section. Disclosure of any confidential information by the staff members or agencies hired by any Party shall be deemed disclosure of such confidential information by such Party, which Party shall be held liable for breach of this Agreement. This Section shall survive the termination of this Agreement for any reason.

  • Termination
    • This Agreement shall remain in effect until terminated by either Party with not less than 30 days prior written notice, which notice shall specify the effective date of termination; provided, however, that any termination shall not affect the respective obligations or rights of the Parties arising under any exchanged Information or otherwise under this Agreement and any other agreement signed between the Parties prior to the effective date of termination. Those provisions that by their nature are continuing obligations shall survive any termination and remain binding upon the Parties
  • Liability
    • No Party shall be liable for any failure to perform its obligations in connection with any Transaction or any Information exchanged, where such failure results from any act of nature or other cause beyond such Party’s reasonable control.
    • In no event will we or our directors, employees, or agents be liable to you or any third party for any direct, indirect, consequential, exemplary, incidental, special, or punitive damages, including lost profit, lost revenue, loss of data, or other damages arising from your transactions with us, even if we have been advised of the possibility of such damages.
    •  Notwithstanding anything to the contrary contained herein, our liability to you for any cause whatsoever and regardless of the form of the action, will at all times be limited to the amount paid, if any, by you to us during the six (6) month period prior to any cause of action arising. Certain Israel and international laws do not allow limitations on implied warranties or the exclusion or limitation of certain damages.
  • Applicable Law – Dispute resolution

This Agreement shall be construed and interpreted in accordance with the laws of Israel, without prejudice to any mandatory legislative provision, which may apply to the Parties with regard to processing, recording and storage of Electronic Information, or confidentiality and protection of personal data. All disputes arising out of this Agreement or its validity and which cannot be settled amicably, shall be submitted to the ordinary court of ___________________, unless both Parties specifically agree on arbitration or alternative dispute resolution elsewhere.  Arbitration or alternative dispute resolution shall be conducted in the English language. 

  • Severability

Any provisions of this Agreement, which are determined to be invalid or unenforceable, will be ineffective to the limited extent of such determination without invalidating the remaining provisions of this Agreement or affecting the validity or enforceability of such remaining provisions.

  1. Entire Agreement

This Agreement constitutes the Entire Agreement of the Parties relating to the matters specified in this Agreement and supersedes all prior representations or agreements, whether oral or written, with respect to such matters.

Should an inconsistency occur between the provision of this Agreement and the Appendices, the provisions of the Agreement shall prevail.

No modification or waiver of any of the provisions of this Agreement and/or any of its Appendices shall be binding on either Party unless made in a paper-based writing and signed by an authorized representative of each Party. No obligation to enter into any Transaction or any further contractual relationship is to be implied from the execution or delivery of this Agreement. 

The Entire Agreement may be translated into other languages, but the English language version will be the official version and will control the construction and interpretation hereof.

IN WITNESS WHEREOF, the Parties hereto execute this Agreement.

————————————— (Company name)

Signature:      ____________________________

Typed Name: _________________________

Title: ________________________________

Date/Place: ___________________________

————————————— (Company name)

Signature:      ____________________________

Typed Name: _________________________

Title: ________________________________

Date/Place: ________________________

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