Importation Document

IMPORTATION DOCUMENT

Document Date:

Parties

Importer Name:

Exporter / Seller Name:

Recitals

WHEREAS, Importer Name: seeks to import certain goods for commercial resale or use; and

WHEREAS, Exporter Name: is engaged in the manufacture and export of such goods and agrees to supply and export the goods on the terms set forth in this document; and

WHEREAS, the parties wish to set forth their respective obligations regarding shipment, customs clearance, payment, and related matters in a binding agreement;

Scope of Work

The Exporter shall manufacture, pack, mark and deliver the goods described above in accordance with this document and all applicable export and import laws. The Importer shall arrange for and accept delivery, complete customs clearance where specified, and pay amounts due in accordance with the Payment Terms below.

Goods and Shipment Details

Commercial Invoice    Packing List    Bill of Lading / Waybill    Certificate of Origin    Insurance Certificate

FOB    CIF    EXW    DAP

Insurance to be arranged by Exporter    Insurance to be arranged by Importer

Customs Clearance & Compliance

Responsibility for customs declarations, payment of duties and taxes, and compliance with import requirements shall be allocated as follows: Importer responsible Exporter responsible

Each party represents and warrants that it will comply with all applicable export and import laws, sanctions and controls and will provide accurate documentation required for customs clearance. Exporter will not export restricted goods to jurisdictions where export is prohibited.

Payment Terms

Deposit Amount:   Due Date:

Balance Due:

Overdue amounts shall incur interest at % per month, compounded monthly, or the maximum rate permitted by applicable law, whichever is less. Importer shall also be responsible for reasonable collection costs.

Term and Termination

Contract Start Date:   End Date:

Either party may terminate this agreement for material breach by the other party if the breach remains uncured for days after written notice. Either party may terminate without cause upon days' prior written notice.

Confidentiality

Each party shall keep confidential all non-public information disclosed by the other party in connection with this agreement that is designated confidential or that reasonably should be understood to be confidential given the nature of the information. Confidential information does not include information that is or becomes publicly available through no fault of the receiving party, is rightfully received from a third party without restriction, or is independently developed.

The obligations of confidentiality shall survive termination or expiration of this agreement for a period of three (3) years, except for trade secrets, which shall survive for so long as such information remains a trade secret under applicable law.

Liability and Indemnification

Each party shall indemnify, defend and hold harmless the other party from and against any claims, liabilities, losses or damages (including reasonable attorneys' fees) arising from the indemnifying party's negligent acts, willful misconduct, or breach of its representations, warranties or obligations under this agreement. Except for liability arising from willful misconduct or gross negligence, neither party's aggregate liability to the other shall exceed the total amounts paid under this agreement for the specific shipment giving rise to the claim.

Governing Law

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

Representations and Warranties

Exporter represents and warrants that the goods will conform to the specifications and descriptions provided, will be free from material defects in workmanship and materials at time of delivery, and will be fit for the ordinary purposes made known to Exporter. Importer represents that it has the legal authority to import the goods and will obtain any necessary permits or licenses.

Entire Agreement

This document, including any attachments and referenced schedules, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals and communications, whether written or oral. Any amendment or modification must be in writing and signed 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. Notices are effective upon receipt.

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