Business Import Fill

BUSINESS IMPORT FILL

Parties

Recitals

WHEREAS, Exporter represents that it manufactures and sells the goods described in this Agreement and has the right to export such goods to Importer under applicable export laws and regulations;

WHEREAS, Importer desires to import into the designated country certain goods more particularly described in Section 2, and Exporter is willing to sell and export such goods subject to the terms and conditions contained herein;

WHEREAS, the parties intend for this instrument to constitute a binding agreement for the purchase, export, shipment and delivery of the goods, including related customs, logistics and documentation obligations.

1. Scope of Work

Exporter shall supply and coordinate export of the goods described below to Importer. Details of the goods, specifications, packaging, and any required testing or certification must be set forth in the scope below and constitute part of this Agreement.

2. Payment Terms

The total contract value, payment schedule, and remedies for late payment are set forth below. All payments shall be made in the currency specified in the invoice and shall be free of bank charges and withholding unless required by applicable law.

Deposit:   Balance due: within days of shipment documentation

Late payments shall incur interest at the lesser of (a) per month, or (b) the maximum rate permitted by applicable law, calculated from the due date until payment in full. Failure to pay when due shall permit Exporter to suspend performance and to seek all remedies available at law or in equity.

3. Shipment, Documentation and Compliance

Exporter shall arrange for packing, marking and export documentation sufficient for customs clearance at the destination and shall deliver the required commercial invoice, packing list, bill of lading or airway bill, and any certificates of origin or conformity as required. Importer shall be responsible for import permits, customs clearance, duties, taxes and compliance with local laws unless otherwise agreed in writing.

4. Term and Termination

This Agreement shall commence on and continue in effect until unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure the breach within days after receipt of written notice. Additionally, either party may terminate for convenience upon days' prior written notice to the other party, subject to payment for goods already shipped and liabilities accrued prior to termination.

5. Confidentiality

Each party shall maintain in confidence all non-public business information of the other party disclosed in connection with this Agreement, including pricing, specifications, and customer information ("Confidential Information"). Confidential Information shall not be disclosed to third parties except to employees, agents or contractors who have a need to know and who are bound by confidentiality obligations at least as protective as those herein. The obligations set forth in this Section shall survive termination of this Agreement for a period of years, except for trade secrets which shall remain protected for as long as they qualify as trade secrets under applicable law.

6. Limitation of Liability and Indemnity

Except for willful misconduct or gross negligence, neither party shall be liable to the other for consequential, incidental, special or punitive damages arising out of or related to this Agreement. Each party shall indemnify, defend and hold harmless the other from third-party claims arising from its breach of this Agreement, negligent acts, or violations of applicable export or import laws, subject to the indemnifying party's liability cap equal to the total payments received by the indemnifying party under the applicable purchase order giving rise to the claim.

7. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the state of without regard to conflict of law principles. The parties submit to the exclusive jurisdiction of the courts in that state for disputes that cannot be resolved through negotiation or mediation.

8. Compliance with Laws

Each party shall comply with all applicable export, import, customs and trade control laws, including any prohibitions on doing business with restricted parties. Exporter represents that it will not export goods in violation of such laws and will provide accurate export documentation. Importer represents it will obtain any required import licenses and will timely pay duties and taxes.

9. Entire Agreement

This Agreement, together with any purchase orders, invoices and attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, proposals, representations and communications, whether written or oral. No amendment or waiver shall be effective unless made in writing and signed by both parties.

10. Miscellaneous

If any provision of this Agreement is held invalid or unenforceable, such provision shall be modified to the extent necessary to make it enforceable, or if modification is not possible, such provision shall be severed without affecting the remainder of the Agreement. Neither party may assign this Agreement without the prior written consent of the other, except to an affiliate or in connection with a merger or sale of substantially all assets.

Acknowledgment

The undersigned represent and warrant that they are authorized to enter into this Agreement on behalf of the party for which they sign and that the information provided herein is true and complete to the best of their knowledge.

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