Global Shipping Agreement

GLOBAL SHIPPING AGREEMENT

This Global Shipping Agreement (the Agreement) is entered into on Date: by and between the parties identified below.

Parties

WHEREAS

WHEREAS, Carrier represents that it is duly authorized and licensed to provide international and domestic freight transportation and logistics services and maintains the personnel, equipment, and regulatory approvals necessary to perform shipping services in multiple jurisdictions;

WHEREAS, Shipper desires to engage Carrier to transport, handle and deliver commodities described herein on the terms and conditions set forth in this Agreement; and

WHEREAS, the parties intend by this Agreement to establish the terms governing the carriage, storage, customs facilitation, and performance standards applicable to shipments covered herein.

Scope of Work

Carrier shall perform shipping, consolidation, customs brokerage facilitation (where agreed), handling, and delivery services for cargo tendered by Shipper in accordance with the service levels, routing, and modes specified below and in conformity with applicable law.

Ocean Air Truck Rail

Payment Terms

Shipper shall pay Carrier for services rendered in accordance with the rates and schedule set forth below. All amounts are payable in the currency stated.

Late Payment: Any undisputed amount not paid within days of invoice receipt shall accrue interest at a rate of percent per month (or the maximum permitted by applicable law, if lower), plus the recovering party's reasonable collection costs.

Term and Termination

This Agreement shall commence on Start Date: and continue until End Date: unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for convenience upon written notice delivered not less than days prior to the effective date of termination. Either party may terminate for material breach if the breaching party fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach.

Confidentiality

Each party (Receiving Party) shall hold in strict confidence all confidential information disclosed by the other party (Disclosing Party) and shall not use or disclose such information except as necessary to perform obligations under this Agreement. Confidential information excludes information that is (a) publicly available without breach, (b) independently developed without use of confidential information, or (c) rightfully obtained from a third party without restriction.

The obligations of confidentiality shall survive termination of this Agreement for a period of years, except with respect to trade secrets where longer protection applies under law.

Insurance and Liability

Carrier shall maintain, at its expense, cargo liability insurance, commercial general liability, and any other coverage required by applicable law or customary in the trade for the services provided. Carrier's liability for loss or damage to cargo shall be governed by the contract of carriage, applicable international conventions, and this Agreement, but in no event shall Carrier's liability for indirect, incidental, special, or consequential damages exceed the greater of (i) direct damages proven, or (ii) in currency stated above.

Indemnification

Each party shall indemnify, defend and hold harmless the other party from and against all third-party claims, liabilities, losses, damages, fines and costs (including reasonable attorneys' fees) arising from the indemnifying party's negligence, willful misconduct, or breach of this Agreement, except to the extent caused by the negligence or willful misconduct of the indemnified party.

Force Majeure

Neither party shall be liable for delay or failure to perform to the extent caused by events beyond its reasonable control, including acts of God, war, strikes, civil unrest, labor disputes, embargoes, governmental action, pandemics, or natural disasters (Force Majeure). The affected party shall give prompt notice and take commercially reasonable steps to resume performance.

Compliance with Laws

Each party shall comply with all applicable laws, regulations, export controls, customs requirements, sanctions, and trade restrictions in the performance of this Agreement. Parties shall cooperate to provide documentation necessary for lawful import, export, and transit.

Audit and Records

Carrier shall maintain accurate records of shipments, invoices, and customs documentation for a period of at least three (3) years following delivery. Shipper or its authorized representative may audit such records upon reasonable notice and during normal business hours.

Governing Law

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

Entire Agreement

This Agreement, including any attachments, schedules and executed statements of work, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior negotiations, proposals, representations, and agreements, whether written or oral. Any amendment or modification must be in writing and executed by authorized representatives of both parties.

Notices

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth above or to such other address as a party may designate in writing, and shall be deemed given upon delivery by hand, two (2) business days after deposit with a nationally recognized courier, or three (3) business days after mailing by certified mail.

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