Business Import Document

BUSINESS IMPORT DOCUMENT

Parties

Recitals

WHEREAS, Importer represents that it requires the importation of goods described herein for resale, incorporation, or business use; and Exporter represents that it is authorized and able to supply such goods in accordance with the terms of this document.

WHEREAS, the Parties desire to set forth the terms and conditions under which Exporter will supply and deliver the goods and Importer will accept and pay for the goods, including responsibilities for customs clearance, duties, insurance, and compliance with applicable laws.

NOW, THEREFORE, in consideration of the mutual covenants set forth herein, the Parties agree as follows, effective as of .

Scope of Work

Exporter shall supply, pack, label, and deliver the Goods described below in accordance with the specifications agreed between the Parties and consistent with customary commercial standards for international shipment. Exporter shall prepare and provide all export documentation required by the origin country and cooperate with Importer and its customs brokers to satisfy import requirements.

Itemized Goods

The initial shipment shall include the following itemized goods. Quantities, HS codes, and unit values shall be used for customs declarations and insurance.

Payment Terms

The Contract Price shall be the aggregate of the invoiced unit values for the Goods, plus any agreed freight, insurance, and handling charges. Unless otherwise specified below, payments shall be made in United States Dollars to the account designated by Exporter.

Late payments shall accrue interest at the rate of % per month (or the maximum permitted by law, if less) calculated from the due date until paid. Importer shall also be responsible for any bank charges, currency conversion fees, and collection costs incurred by Exporter.

Customs, Duties, and Insurance

Unless otherwise agreed by the Parties in writing, Importer shall bear all import duties, taxes, and fees assessed by the destination country. Exporter shall procure and maintain cargo insurance to the extent required by the applicable Incoterm. Responsibility for customs clearance, customs brokerage, and provision of accurate customs documentation shall be as set forth in the applicable Incoterm and accompanying purchase documentation.

Inspection, Rejection, and Remedies

Importer shall inspect Goods within a commercially reasonable period upon arrival. Notice of any non-conformity, shortage, or damage must be provided in writing to Exporter within days of receipt. If Exporter fails to cure confirmed non-conformity within a reasonable time, Importer may reject such Goods and pursue remedies including repair, replacement, or refund of the purchase price, subject to the limits of liability set forth herein.

Term and Termination

This agreement shall commence on and continue until , unless earlier terminated as provided below.

Either Party may terminate this agreement for convenience upon days' prior written notice to the other Party. Either Party may terminate immediately for material breach by the other Party that remains uncured for thirty (30) days after receipt of written notice specifying the breach.

Confidentiality

Each Party shall maintain in strict confidence all Confidential Information disclosed by the other Party and shall not disclose such information to any third party except as required by law or as necessary to perform its obligations under this agreement. "Confidential Information" includes commercial terms, pricing, product specifications, and proprietary processes, but excludes information that is publicly known or rightfully obtained from a third party without restriction.

The confidentiality obligations shall survive termination of this agreement for a period of years, except with respect to trade secrets, for which protection shall continue as required by applicable law.

Indemnity and Limitation of Liability

Each Party shall indemnify, defend, and hold the other harmless from claims arising from its own negligence, willful misconduct, or breach of this agreement. Except for wilful misconduct or gross negligence, neither Party shall be liable for incidental or consequential damages, and aggregate liability under this agreement shall be limited to the amount actually paid by Importer to Exporter under the affected purchase order giving rise to the claim.

Compliance with Law

Each Party shall comply with all applicable export, import, customs, anti-corruption, and trade control laws and regulations. Exporter shall not export or supply Goods subject to applicable restrictions without obtaining all required governmental licenses or authorizations.

Governing Law; Dispute Resolution

This agreement shall be governed by and construed in accordance with the laws of without regard to conflict of law principles. The Parties shall attempt in good faith to resolve disputes through negotiation; if unresolved, disputes shall be resolved by the courts located in the agreed jurisdiction.

Entire Agreement

This document, together with any attached purchase orders and written amendments signed by both Parties, constitutes the entire agreement between the Parties with respect to the subject matter and supersedes all prior negotiations and understandings. No amendment or waiver shall be effective unless in writing and signed by authorized representatives of both Parties.

Certifications and Acknowledgements

Each Party certifies that the information provided in this document is true and correct, that it has full authority to enter into this agreement, and that it will perform its obligations in accordance with applicable law. Exporter certifies that goods will be labeled truthfully regarding country of origin and composition for customs purposes.

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