Business Import Procedure

Business Import Procedure

This Business Import Procedure (the "Procedure") is entered into as of between Company Name: and Importer Name: .

WHEREAS

WHEREAS, Company Name provides goods and/or services intended for importation into the destination country and requires a documented, auditable import procedure to govern responsibilities, documentation, and compliance with applicable trade and customs obligations; and

WHEREAS, Importer Name will act as the importer of record or engage customs brokers on behalf of Company Name and agrees to follow the procedures and controls set forth herein to avoid delays, assessments, or penalties; and

WHEREAS, the Parties desire to set forth the scope of services, payment terms, recordkeeping obligations, confidentiality protections, and termination rights applicable to the import activities covered by this Procedure.

Definitions

For purposes of this Procedure, "Customs Clearance" means submission of required documentation and payment of duties, taxes, or fees necessary to admit goods into the destination country; "Importer of Record" means the legal entity responsible for import compliance and filings; "Confidential Information" has the meaning set forth in the Confidentiality section below.

Scope of Work

The scope includes but is not limited to: pre-shipment documentation verification, classification and valuation review, selection and management of customs broker, submission of entries, payment of duties and taxes, coordination of inspection or quarantine as required, and disposition of shipments in accordance with applicable import laws. The Party designated as Importer of Record shall maintain all original import documentation for a minimum period required by law or, if no statutory term applies, for at least .

Payment Terms

Invoices shall be submitted in accordance with the payment schedule above and must include supporting documentation for customs valuation, freight, and insurance where applicable. Payments are due within days of receipt of a correct invoice. Late payments shall accrue interest at a rate of per month on the outstanding balance, or the maximum rate permitted by law, whichever is lower.

Import Compliance and Responsibilities

Each Party shall act in good faith to ensure classification, valuation, and country of origin determinations are accurate and supported by contemporaneous documentation. Importer of Record is responsible for submission of entry summaries, payment of duties and taxes, and responding to customs inquiries. Company Name shall provide complete commercial invoices, packing lists, certificates of origin, and any product-specific compliance documents necessary for import clearance in a timely manner.

Term and Termination

This Procedure commences on Start Date: and continues until End Date: unless earlier terminated in accordance with this section.

Either Party may terminate this Procedure for convenience upon written notice delivered at least days prior to the intended termination date. Either Party may terminate immediately for material breach if the breaching Party fails to cure the breach within thirty (30) days following receipt of written notice specifying the nature of the breach. Termination shall not relieve either Party of obligations accrued prior to the effective date of termination, including payment for services rendered, duties paid, or indemnities arising from acts or omissions prior to termination.

Confidentiality

Each Party shall hold in strict confidence all Confidential Information of the other Party disclosed in connection with this Procedure and shall not disclose such information except to employees, agents, or advisors who have a need to know and who are bound by confidentiality obligations at least as protective as those set forth herein. "Confidential Information" includes pricing, cost structures, customer lists, technical specifications, and documentation supporting customs entries, but does not include information that (i) is or becomes publicly available through no fault of the receiving Party, (ii) was lawfully in the receiving Party's possession prior to disclosure, (iii) is independently developed without use of the disclosing Party's Confidential Information, or (iv) is required to be disclosed by law or order of a competent authority, provided the receiving Party gives prompt written notice to the disclosing Party to permit a protective order or other remedy.

Indemnification and Liability

Each Party agrees to indemnify and hold harmless the other Party from and against claims, losses, liabilities, fines, and expenses (including reasonable attorneys' fees) arising out of its negligent acts or willful misconduct in connection with import activities. Neither Party shall be liable for incidental or consequential damages except to the extent such damages result from gross negligence or willful misconduct.

Recordkeeping and Audit

Each Party shall retain records sufficient to demonstrate compliance with this Procedure and applicable import laws for the period specified in the Scope of Work. Upon reasonable prior written notice, a Party may audit the other Party's compliance with the Procedure to the extent necessary to verify duties, origin, valuation, and other import-related matters; audits shall be conducted during normal business hours and in a manner that does not unreasonably interfere with business operations.

Governing Law

This Procedure shall be governed by and construed in accordance with the laws of the State of without regard to its conflict of law principles.

Entire Agreement

This Procedure, together with any exhibits or schedules expressly incorporated herein, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations, and communications, whether written or oral, relating to the same subject matter. No amendment to this Procedure shall be effective unless in writing and signed by authorized representatives of both Parties.

Notices

Miscellaneous Provisions

No waiver of any provision of this Procedure shall be effective unless made in writing and signed by the waiving Party. If any provision of this Procedure is held to be invalid or unenforceable, the remainder shall continue in full force and effect. The Parties acknowledge that they are independent contractors and nothing in this Procedure shall create an agency, partnership, joint venture, or employment relationship between the Parties.

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