Legal Declaration of Origin

LEGAL DECLARATION OF ORIGIN

This Legal Declaration of Origin (the Declaration) is made effective as of Effective Date: by and between Declarant: with principal place of business at Country: (hereinafter Declarant), and Importer: with principal place of business at Country: .

RECITALS

WHEREAS, Declarant is the manufacturer, producer or exporter of certain goods described herein and has knowledge of the origin of those goods; and

WHEREAS, Importer requires a formal declaration of origin to satisfy import, customs, preferential trade, or internal compliance requirements with respect to the shipment identified below; and

WHEREAS, the parties desire to set forth the factual basis, certifications, and warranties concerning the origin of such goods.

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

1. DEFINITIONS

For purposes of this Declaration, the following terms have the meanings set forth below: "Goods" means the products described in Section 2; "Origin" means the country or territory in which the goods were wholly obtained or sufficiently transformed such that they qualify under the asserted origin criteria; "Applicable Law" means all laws, regulations and administrative rulings applicable to origin and customs determination.

2. DESCRIPTION OF GOODS

3. ORIGIN CRITERIA

Declarant asserts that the Goods originate from the country declared below on the basis of the following criterion (select all that apply and provide supporting detail where applicable).

Wholly obtained in origin country

Sufficiently transformed in origin country (provide rule or tariff shift)

Preferential origin pursuant to a trade agreement

Non-preferential origin determination

4. CERTIFICATION AND WARRANTY

Declarant certifies that, to the best of its knowledge and belief, the statements and particulars contained in this Declaration are true, accurate and complete. Declarant warrants that the Goods meet the origin criteria identified herein and that all information provided is based on verifiable documentation and factual records maintained by Declarant.

Declarant further acknowledges that this Declaration may be relied upon by Importer, customs authorities and other third parties for purposes of classification, origin determination, preferential claim, and compliance with Applicable Law, and that false or misleading statements may expose Declarant to civil, administrative or criminal penalties under applicable law.

5. RECORDKEEPING AND AUDIT

Declarant shall retain all original records, invoices, manufacturing documents, bills of materials, and other documentation supporting the origin determination for a period of not less than five (5) years from the date of export or such longer period as required by Applicable Law. Upon reasonable notice, Declarant shall permit Importer or any competent authority to inspect such records and provide copies at Importer’s expense, subject to confidentiality protections set forth below.

6. REPRESENTATIONS, WARRANTIES AND COVENANTS

Declarant represents and warrants that it has the authority to make this Declaration, that the factual statements are accurate, and that no material information has been omitted. Declarant covenants to update Importer promptly should subsequent information come to light that materially alters the basis for origin asserted herein.

7. INDEMNIFICATION

Declarant agrees to indemnify, defend and hold harmless Importer, its affiliates and their respective officers, directors and agents from and against any and all losses, liabilities, fines, penalties, costs and expenses (including reasonable attorneys' fees) arising out of or resulting from any breach of the representations, warranties or covenants in this Declaration or any false or misleading statement contained herein.

8. LIMITATION OF LIABILITY

Except for liability arising from willful misconduct, gross negligence or obligations to indemnify under Section 7, neither party shall be liable to the other for lost profits, consequential, special, incidental or punitive damages arising out of or relating to this Declaration, whether in contract, tort or otherwise.

9. TERM AND TERMINATION

This Declaration shall remain in effect with respect to the Goods described herein until the completion of all audits and any administrative proceedings relating to the origin determination, or until terminated by mutual written agreement of the parties. Termination shall not relieve Declarant of obligations or liabilities accrued prior to termination.

10. NOTICES

All notices required or permitted under this Declaration shall be in writing and sent to the addresses specified below. Delivery shall be by hand, recognized courier, or certified mail and shall be effective upon receipt.

11. AMENDMENT; WAIVER

No amendment to this Declaration will be effective unless in writing and signed by authorized representatives of both parties. No waiver of any provision shall be effective unless in writing and signed by the party waiving performance.

12. GOVERNING LAW

This Declaration shall be governed by and construed in accordance with the laws of the jurisdiction selected by the parties below, without regard to its conflict of law principles.

13. ENTIRE AGREEMENT

This Declaration constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written.

14. SEVERABILITY

If any provision of this Declaration is found to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

15. COUNTERPARTS

This Declaration 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.

Sign Now