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Import/Export Agreement

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IMPORT/EXPORT AGREEMENT

This Import/Export Agreement (the Agreement) is entered into as of by and between Exporter: with principal place of business at , and Importer: with principal place of business at .

RECITALS

WHEREAS, Exporter is engaged in the manufacture, sale and export of certain goods described below; and

WHEREAS, Importer desires to purchase and import such goods for resale or use in the territory specified herein, subject to the terms and conditions set forth in this Agreement; and

WHEREAS, the parties desire to set forth their respective rights and obligations with respect to the sale, shipment, delivery, customs clearance, and payment for such goods.

NOW, THEREFORE, in consideration of the mutual covenants contained herein, the parties agree as follows:

1. DEFINITIONS

For purposes of this Agreement, the following terms have the meanings set forth below: "Goods" means the products described in Section 2; "Contract Price" means the aggregate amount payable by Importer to Exporter for Goods; "Delivery" means the transfer of Goods to the carrier at the agreed delivery point in accordance with the agreed Incoterm in Section 4.

2. DESCRIPTION OF GOODS

3. APPOINTMENT AND SCOPE

Exporter hereby agrees to sell and deliver to Importer, and Importer agrees to purchase and accept from Exporter, the Goods described herein, subject to the quantities, specifications, prices and schedules set out in this Agreement or in purchase orders issued hereunder. All orders are subject to Exporter's written acceptance.

4. PRICE, PAYMENT TERMS AND BANKING DETAILS

The Contract Price for the Goods shall be as agreed in writing by the parties. Unless otherwise agreed, payment shall be made in the currency specified below by telegraphic transfer or other irrevocable method to Exporter's designated account.

5. DELIVERY AND SHIPPING

Delivery shall be made in accordance with the Incoterm selected below. Risk of loss and transfer of title shall be determined by the selected Incoterm and as further set forth in Section 6.

FOB    CIF    EXW    CFR

6. TITLE, RISK OF LOSS, INSURANCE

Unless otherwise agreed in writing, title to the Goods shall pass from Exporter to Importer upon Exporter's delivery to the first carrier. Risk of loss shall pass in accordance with the chosen Incoterm. Exporter shall procure insurance covering customary marine and/or cargo risks where required by the applicable Incoterm, with coverage consistent with industry practice or as otherwise agreed.

7. INSPECTION AND ACCEPTANCE

Importer shall inspect the Goods upon arrival and shall notify Exporter in writing of any nonconformity within calendar days of arrival. If Importer fails to notify Exporter within that period, the Goods shall be deemed accepted, except for latent defects discovered thereafter that were not reasonably discoverable upon inspection.

8. CUSTOMS, EXPORT CONTROLS AND COMPLIANCE

Each party shall comply with all applicable export, import and customs laws, regulations and licensing requirements. Importer shall be responsible for all import permits, customs clearance and payment of import duties, taxes and charges unless otherwise agreed in writing. Exporter warrants that to the best of its knowledge the export of the Goods is permitted under applicable law.

9. TAXES AND DUTIES

Unless otherwise stated, all prices exclude taxes, duties, levies and similar charges assessed by governmental authorities. Responsibility for payment of such taxes and duties shall be allocated in accordance with the selected Incoterm or as otherwise expressly provided in writing.

10. REPRESENTATIONS AND WARRANTIES

Each party represents and warrants that it has full corporate power and authority to enter into this Agreement and to perform its obligations hereunder. Exporter represents that, at the time of shipment, the Goods shall conform to the contractual specifications and be free from material defects in material and workmanship. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, EXPORTER MAKES NO ADDITIONAL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

11. CONFIDENTIALITY

Each party agrees to maintain in confidence all non-public business, technical or financial information disclosed by the other party in connection with this Agreement as confidential and to use such information solely for performance of this Agreement. Confidential information shall not include information that is or becomes publicly known other than by breach of this Agreement.

12. INDEMNIFICATION

Each party (Indemnifying Party) shall indemnify, defend and hold harmless the other party (Indemnified Party) from and against any and all claims, losses, liabilities, damages, costs and expenses (including reasonable attorneys' fees) arising out of or resulting from (a) the Indemnifying Party's breach of its representations, warranties or obligations under this Agreement; or (b) negligent acts or willful misconduct of the Indemnifying Party in connection with the manufacture, packaging or shipment of the Goods.

13. LIMITATION OF LIABILITY

Except for liability arising from fraud, willful misconduct, or a party's indemnification obligations, neither party shall be liable to the other for special, incidental, punitive or consequential damages, including loss of profits. The aggregate liability of either party for direct damages arising out of or related to this Agreement shall not exceed the amount actually paid by Importer to Exporter under the purchase order giving rise to the claim.

14. FORCE MAJEURE

Neither party shall be liable for failure or delay in performance due to causes beyond its reasonable control, including acts of God, war, terrorism, strikes, governmental embargoes, natural disasters, or shortages of materials or transportation. The affected party shall promptly notify the other party and make reasonable efforts to resume performance.

15. TERM AND TERMINATION

This Agreement shall commence on the Effective Date and continue until all obligations are performed, unless earlier terminated as provided herein. Either party may terminate this Agreement for material breach by the other party if the breach is not cured within days after written notice. Termination shall be without prejudice to any right or remedy accrued at the time of termination.

16. NOTICES

All notices under this Agreement shall be in writing and shall be deemed given when delivered personally, by nationally recognized overnight courier, or by certified mail (return receipt requested) to the addresses set forth below or to such other address as either party may designate by written notice.

17. AMENDMENTS; WAIVER

This Agreement may be amended only by a written instrument signed by authorized representatives of both parties. No waiver of any term or breach shall be effective unless in writing and signed by the waiving party. A waiver of a breach shall not be construed as a waiver of any subsequent breach.

18. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of without regard to its conflict of law principles. The parties submit to the exclusive jurisdiction of the courts located in that jurisdiction for resolution of disputes arising under this Agreement.

19. ENTIRE AGREEMENT; SEVERABILITY

This Agreement, together with any written purchase orders or schedules expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements and understandings. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall continue in full force and effect.

20. COUNTERPARTS

This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Signatures transmitted by electronic means shall be binding.

Exporter — Print Name:

By:

Date:

Importer — Print Name:

By:

Date:

Enter text✕

What an Import/Export Agreement Covers

An Import/Export Agreement is a written contract that sets the terms for cross-border sale and movement of goods or services between an exporter and an importer. It defines the parties, description of goods, pricing and currency, payment terms, delivery obligations, Incoterms, customs and regulatory responsibilities, export controls, insurance and risk allocation, and required shipping and commercial documentation. The agreement also clarifies breach remedies, dispute resolution, and governing law to reduce delays and legal uncertainty in international trade.

Why a Clear Agreement Matters for Cross‑Border Trade

A precise Import/Export Agreement reduces operational risk, allocates customs and compliance duties, sets payment and delivery expectations, and documents who bears tariffs, duties, and insurance. It makes compliance with export controls and customs documentation explicit, helps avoid shipment delays and fines, and provides a contractual basis for resolving disputes or claims.

Why a Clear Agreement Matters for Cross‑Border Trade

Who Typically Prepares and Signs These Agreements

Several parties are commonly involved in preparing and executing import/export agreements; the right participants depend on transaction size and complexity.

  • Exporters and manufacturers responsible for production, export licensing, HS codes, and packing instructions.
  • Importers, customs brokers, and freight forwarders who coordinate clearance, duties, delivery, and local compliance.
  • Corporate legal, trade‑compliance teams, and finance groups that approve terms, letters of credit, and tax treatment.

For complex or regulated goods, include trade counsel, customs specialists, and a designated signer with authority to bind each organization.

Core Components Every Professional Agreement Should Include

A thorough agreement balances commercial terms with regulatory and logistics details so both parties understand their duties and risks.

Parties

Full legal names, company types, and addresses for exporter, importer, and any agents; include registration numbers or tax IDs where required.

Goods Description

Precise descriptions, Harmonized System (HS) codes, unit measures, packaging requirements, and any product classifications affecting licensing or duties.

Price & Payment

Currency, payment method (wire or letter of credit), payment schedule, late fees, and which party pays bank and transfer charges.

Delivery Terms

Incoterm selected (e.g., FOB, CIF), delivery location, transfer of risk, estimated shipment windows, and documentation the seller must provide.

Customs & Compliance

Export control compliance (EAR/ITAR where applicable), licensing responsibilities, denied‑party screening, and who prepares customs filings.

Liability & Insurance

Insurance requirements, limits of liability, indemnities, force majeure, and dispute resolution, including governing law and arbitration clauses.

Essential Fields to Include on the Agreement

Contract Date: MM/DD/YYYY
Party Names: Legal entity names
Goods Details: Description and HS code
Payment Terms: Currency and method
Delivery Terms: Incoterm and location
Governing Law: State or country

Step‑by‑Step: Completing an Import/Export Agreement

Follow this sequence to reduce omissions and ensure the document reflects negotiated commercial and regulatory terms.

  • 01
    1. Collect details: Gather legal names, HS codes, and contact information.
  • 02
    2. Draft terms: Set price, Incoterms, and payment schedule in clear language.
  • 03
    3. Add compliance: Specify export licenses, screenings, and customs responsibilities.
  • 04
    4. Review & sign: Have legal and finance review, then obtain authorized signatures.

How to Set Up an Online Completion Workflow

Configure your digital workflow so the agreement routes in the correct order and captures all required evidence of assent.

Field Configuration
Document Format PDF preferred for lockable fields
Signature Fields Signature, printed name, date, initials
Authentication Email link plus optional SMS code
Storage Encrypted archive with audit trail

Typical Routing and Submission Flow

A standard routing order ensures compliance checks happen before signatures and that all parties receive final copies automatically.

  • Upload: Sender uploads final PDF with attachments.
  • Assign Fields: Place signature and data fields for each signer.
  • Authenticate: Signers confirm identity via email or SMS code.
  • Complete: System records audit trail and delivers copies.

Digital Delivery and Format Considerations

Choose a platform that preserves PDF fidelity, supports required authentication, and records an auditable signing trail.

  • File Types: PDF, DOCX accepted
  • Authentication: Email, SMS, or stronger methods
  • Integrations: CRM and cloud storage connectors

Ensure exported signed files include the audit certificate, timestamps, and a copy of any compliance check evidence for future inspections.

Common Deadlines and Timing Expectations

Key deadlines align with shipment schedules, payment windows, and regulatory filing timelines; track them in both contract and operational systems.

Effective Date:

Agreement becomes binding on the stated MM/DD/YYYY effective date.

Shipment Window:

Seller must deliver goods within the contractized shipment window.

Payment Due Date:

Payment due per agreed terms, e.g., 30 days from invoice.

Customs Filings:

Provide required documents for clearance at time of arrival.

Document Retention:

Keep trade records per retention policy and legal requirements.

Common Mistakes to Avoid When Preparing the Agreement

  • Vague goods descriptions: omitting HS codes or specifications increases classification disputes and customs delays.
  • Unclear delivery terms: failing to specify an Incoterm shifts risk and can cause unexpected cost allocation at delivery.
  • Missing compliance clauses: omitting export control or denied‑party screening responsibilities creates regulatory exposure and possible fines.
  • Insufficient signature authority: accepting signatures from unauthorized personnel can render the agreement unenforceable or voidable.

Penalties and Risks of an Incorrect or Incomplete Agreement

Customs Fines: Civil penalties and seizure risk
Shipment Delays: Costly demurrage and storage charges
Export Control Risk: Criminal or civil enforcement
Tax Exposure: Tariff misclassification or VAT errors
Contract Damages: Breach claims and lost profits
Reputation Harm: Supplier or buyer trust erosion

eSignature Vendor Pricing and Feature Snapshot

Comparison of common plan criteria for doc signing and compliance. signNow is listed first to match the required comparison ordering.

signNow DocuSign Adobe Sign PandaDoc HelloSign
Starting Price $8/user/mo $15/user/mo $14/user/mo $19/user/mo $15/user/mo
Free Trial 7-day free trial (no card) Varies Varies Varies Varies
Bulk Send Yes Yes Yes Yes No
Audit Trail Yes Yes Yes Yes Yes
HIPAA Compliant Yes Yes Yes No No
Envelope Cap No cap 100 env/user/yr Varies Varies Varies

Real‑World Examples of Faster Execution with Digital Workflows

Organizations across sectors use electronic signing and structured agreements to remove bottlenecks from cross‑border transactions.

Tech Data — Global Sales

Tech Data streamlined contract execution for international deals to reduce turnaround.

  • Bob Dutkowsky said it improved internal and external customer service.
  • That faster execution helped shorten sales cycles and reduced manual paperwork for export documentation while keeping controls and audit trails intact.

Xerox — Operations

Xerox integrated signing into their ERP to standardize document formats across regions.

  • Kodi‑Marie Evans highlighted flexibility and integration benefits.
  • The integration ensured consistent contract language, centralized records for customs audits, and faster approvals for cross‑border shipments.

Practical Tips for Accurate and Efficient Completion

Adopt consistent templates, use checklists, and capture evidence of compliance to reduce downstream risk and delays.

Use a Master Template
Start from a vetted template that includes required compliance, Incoterms options, and signature blocks to avoid ad hoc wording that creates interpretation disputes.
Prepopulate Reusable Data
Store standard party details, HS codes, and bank instructions centrally to reduce errors and speed completion when repeating similar transactions.
Validate HS Codes and Licenses
Confirm HS codes, export license requirements, and denied‑party screening before signing to prevent customs rejections and enforcement exposures.
Record Evidence
Retain shipping documents, commercial invoices, and the completed audit trail (timestamps, IP, authentication) to support customs audits and dispute resolution.

Frequently Asked Questions About Import/Export Agreements

Answers to common questions on enforceability, eSigning, notarization, and correcting errors in cross‑border contracts.


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