Import Service Contract

IMPORT SERVICE CONTRACT

This Import Service Contract ("Agreement") is made and entered into as of the day of , by and between Client Name: with principal address at (hereinafter "Client"), and Service Provider Name: with principal address at (hereinafter "Provider").

RECITALS

WHEREAS, Client imports goods and requires professional import handling, customs clearance, coordination of freight and related logistics services; and

WHEREAS, Provider is engaged in the business of arranging international transportation, customs brokerage, and related import logistics and represents that it has the skill, experience and personnel necessary to perform such services; and

WHEREAS, the parties desire to set forth the terms and conditions under which Provider will provide import services to Client.

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein, the parties agree as follows:

1. DEFINITIONS

1.1 "Goods" means the merchandise described in each shipping instruction provided by Client to Provider. 1.2 "Services" means those import-related services described in Section 2 below, including but not limited to customs brokerage, freight arrangement, inland transportation coordination, and documentation preparation.

2. SCOPE OF SERVICES

Provider shall perform the Services necessary to import the Goods as instructed by Client. Services shall include: preparation and submission of import customs documentation; coordination of carrier booking; arrangement of inland delivery or pickup as directed; liaison with customs authorities; and provision of reasonable updates regarding the status of shipments. Provider shall act solely as an independent contractor and not as an agent of Client except as expressly agreed in writing.

3. SERVICE INSTRUCTIONS AND AUTHORIZATION

Client shall provide complete and accurate shipping instructions, commercial invoices, packing lists, certificates of origin and any other documentation required for import. Client authorizes Provider to act on Client's behalf to obtain release of Goods, pay duties, taxes or fees on Client's account where agreed in writing and to sign such documents as necessary to facilitate import clearance.

4. FEES, EXPENSES AND PAYMENT

4.1 Fees for the Services shall be as set forth in each Service Order or rate confirmation. Client shall be responsible for Provider's charges, customs duties, taxes, inspection fees and any disbursements incurred. Provider's fee for initial service shall be: (USD) unless otherwise agreed in writing.

4.2 Payment terms are net days from invoice date. Overdue amounts shall accrue interest at the rate of .

5. CUSTOMS COMPLIANCE; REPRESENTATIONS

Client represents that all customs documentation and descriptions of Goods are complete, accurate and true. Client shall be solely responsible for classification, valuation and origin statements. Provider may rely on information furnished by Client and shall not be liable for any loss, fine, penalty or delay resulting from incorrect, omitted or false information supplied by Client.

6. DELIVERY, TITLE AND RISK OF LOSS

Unless otherwise agreed in writing, title and risk of loss to the Goods shall pass in accordance with the applicable shipping terms agreed between the parties for each shipment. Provider's responsibility for the Goods is limited to performing the Services described herein and arranging carriers; Provider does not hold title to the Goods.

7. INSURANCE

Client shall procure and maintain cargo insurance as appropriate to cover the Goods during transit. Provider may, at Client's request and expense, arrange insurance coverage as agent for Client. Any insurance arranged by Provider shall be subject to the terms of the relevant insurance policy; Provider shall not be deemed insurer.

8. LIMITATION OF LIABILITY

Except for gross negligence or willful misconduct, Provider's liability for loss, damage or delay shall be limited to the lesser of (a) the actual direct proven loss up to the amount of (USD) per incident, or (b) the value of the Goods, and in no event shall Provider be liable for incidental, consequential, indirect or punitive damages.

9. INDEMNIFICATION

Client shall indemnify and hold harmless Provider from and against any claims, liabilities, losses, fines, penalties and expenses (including reasonable attorneys' fees) arising out of Client's breach of this Agreement, violation of import laws, false or incomplete documentation, or the condition, classification or valuation of the Goods.

10. CONFIDENTIALITY

Each party agrees to keep confidential and not disclose to third parties any commercial or technical information received from the other party in connection with performance under this Agreement, except as required for performance, by law, or with the prior written consent of the disclosing party. This obligation survives termination for a period of three (3) years.

11. TERM AND TERMINATION

This Agreement shall commence on the Effective Date and continue until terminated by either party upon days' prior written notice. Either party may terminate immediately for material breach or insolvency of the other party. Termination does not relieve Client of obligations to pay fees and disbursements incurred prior to termination.

12. FORCE MAJEURE

Neither party shall be liable for any failure or delay in performing obligations caused by events beyond its reasonable control, including but not limited to acts of God, war, riots, strikes, epidemics, governmental actions, or inability to obtain equipment or services. The affected party shall notify the other promptly and shall use commercially reasonable efforts to resume performance.

13. NOTICES

All notices under this Agreement shall be in writing and delivered to the addresses set forth below (or such other address as a party designates by written notice). Notices shall be deemed given when delivered by hand, sent by nationally recognized overnight courier, or three (3) days after deposit in certified mail.

14. AMENDMENT; WAIVER

No amendment or modification of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties. The failure of either party to enforce any provision of this Agreement shall not constitute a waiver of that provision or of the right to enforce it later.

15. SEVERABILITY; ENTIRE AGREEMENT

If any provision of this Agreement is held invalid or unenforceable, the remainder of the Agreement shall continue in full force and effect. This Agreement, including any Service Orders or rate confirmations incorporated by reference, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior proposals, negotiations and agreements, whether written or oral.

16. GOVERNING LAW; COUNTERPARTS

This Agreement shall be governed by and construed in accordance with the laws of the state of without regard to conflict of law principles. This Agreement may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one instrument.

17. MISCELLANEOUS

The parties acknowledge that Provider may subcontract certain Services to third-party carriers, brokers or agents. Provider shall remain responsible for the performance of subcontracted Services to the extent provided under this Agreement. The headings in this Agreement are for convenience only and shall not affect interpretation.

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