Shipping Cargo Letter

SHIPPING CARGO LETTER OF AGREEMENT

This Shipping Cargo Letter of Agreement (the Agreement) is entered into by and between:

Place of Agreement:    Effective Date:

WHEREAS

WHEREAS, Shipper requires carriage and delivery of cargo described herein from origin to destination under the terms set forth in this Agreement; and

WHEREAS, Carrier represents that it is duly authorized, properly equipped and insured to perform the carriage of such cargo and will do so in accordance with agreed handling, stowage and delivery instructions; and

WHEREAS, the parties desire to set forth the respective obligations, payment terms, liability limits and other terms governing the carriage and handling of the cargo.

SCOPE OF WORK

CARGO DETAILS

Origin:    Destination:

PAYMENT TERMS

Freight Amount:    Currency:

Late Payment Fee: Interest at % per month on overdue amounts, compounded monthly, plus collection costs.

TERM AND TERMINATION

Term Commencement Date:    Term Expiration Date:

Either party may terminate this Agreement for cause upon written notice to the other party if the other party materially breaches this Agreement and fails to cure within days after receipt of written notice. For convenience, either party may terminate upon days prior written notice to the other party.

CARRIER OBLIGATIONS; LIABILITY

Carrier shall perform carriage with reasonable care, comply with applicable laws and regulations, procure and maintain insurance customary for the carriage, issue all required transport documents and notify Shipper of arrival and delivery. Carrier's liability for loss or damage to cargo is limited to the lesser of actual proven loss or the limits stated in the applicable transport document or invoice, except to the extent caused by Carrier's willful misconduct or gross negligence.

Shipper shall ensure accurate description, proper packing and marking of goods and shall provide Carrier with all required documentation. Shipper shall indemnify and hold Carrier harmless from claims arising from inaccuracies in cargo description, packaging defects, or failure to declare hazardous materials.

INSURANCE AND RISK OF LOSS

Risk of loss passes in accordance with the applicable bill of lading or transport document. Shipper may procure cargo insurance at its expense and, if requested, Carrier will cooperate in arranging insurance on commercially reasonable terms. If Carrier procures insurance on Shipper's behalf, cost shall be for Shipper's account and invoiced accordingly.

CONFIDENTIALITY

Each party shall keep confidential all non-public commercial information disclosed by the other party in connection with this Agreement and shall not disclose such information to third parties except to its employees, agents or contractors who have a need to know and are bound to confidentiality obligations at least as protective as those contained herein. Confidential information does not include information that is or becomes publicly available other than by breach of this Agreement or that is required to be disclosed by law, provided the disclosing party gives the other party prompt notice to seek protective measures.

GOVERNING LAW AND DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction selected by the parties: . Any dispute arising out of or relating to this Agreement shall be resolved by arbitration or in courts located within the selected jurisdiction as agreed by the parties in writing.

ENTIRE AGREEMENT

This Agreement, together with the applicable bill of lading, rate confirmation and any attachments executed by the parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior negotiations, representations or agreements, whether written or oral. No amendment or waiver shall be binding unless executed in writing by authorized representatives of both parties.

NOTICES

Notices under this Agreement shall be in writing and delivered to the addresses below. Notice is effective upon receipt.

CERTIFICATION

By signing below, each party certifies that it has full authority to enter into this Agreement, that the information provided is true and accurate to the best of its knowledge, and that it agrees to be bound by the terms and conditions stated herein.

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