Falcon Agency Agreement

Whereas FALCON LOGISTICS GLOBAL INC. hereinafter referred to as “FALCON” and

, hereinafter referred to as "CLIENT" operating as Freight Forwarders, wish to enhance their respective forwarding capabilities and activities between USA and 

This agency agreement, therefore, is signed for the business cooperation between FALCON, and CLIENT.

 

In consideration of mutual covenants set forth herein, the parties agree as follows:

1. Definitions

 

A) “Service” or “Services” shall mean any one or more of the activities of transport: Air freight, Sea freight, Overland for Import, Export or Domestic purposes and related operations such as, but not limited to, customs clearance, warehousing, distribution, etc...

 

B) “Freight Forwarder” shall mean any person or entity under any legal form, carrying on the business of providing any of the above services.

 

C) “Mutually Generated Business” shall mean business developed through the combined efforts of both parties usually under the form of Routing Order or Sales Lead.

2. Appointment and Duties

 

A) FALCON agrees to appoint CLIENT as his agents to perform services in

, whereas CLIENT agrees to appoint FALCON to perform Services in USA.

 

B) Non-Exclusive: Either party may handle cargo from a third party between the two countries.

 

C) Potential Business: Each party shall actively keep the other party informed of potential business and customers and shall keep the level of commercial activity as to develop and expand mutual business and transportation orders.

 

D) Services: Each party shall provide the Services to the best of its ability, with a view of maintain the highest degree of client satisfaction.

 

E) Each party will be responsible for the collection of freight and other charges stated on transport documents (HAWB, HB/L, etc.) when issued on collect basis by the other party.

3. Tariffs and Rates

 

A) Each party shall provide the other with the best buying rates, which must be competitive with those of other forwarders operating in the same market.

 

B) Each party shall advise the other of any change on rates of services during the period of this Agreement.

 

C) Mutually Generated Business: Unless otherwise agreed, the net profit obtained, or the net loss suffered, as the case may be, on the Air or Ocean freight or any Domestic Inland Transportation portion shall be shared on a 50/50 basis or or in any other agreed methods upon written confirmation by both parties (E-Mail written confirmation included

 

D) Import Business Generated by Destination Office: When an import routing order is generated by destination office and being given to the office in the original country to later have cargo shipped in, the profit generated by freight forwarding will also be 50/50 shared by both parties or in any other agreed methods upon written confirmation by both parties (E-Mail written confirmation included).

 

E) Overland Transport: The particular conditions for the operations on Overland Transport, if covered by the scope of this agreement, will be established under separated Protocol under the form of amendment to this Agreement.

4. Operation and Sales

 

A) Both parties will perform operations under the usual professional standard, according to particular instructions from the other party or customers and to standard trade conditions and regulations in force in both countries. Above refers specially to the issuance of Transport Documents (B/L, AWB, etc) Manifests, Alerts, POD, and all their parts and similar documents.

 

B) The commercial activity developed by both parties should lead to the regular generation of Sales Lead and Routing Orders which must be answered by each party within a maximum period of 1 working day, in the case of routing orders and 10 days in the case of Sales Leads.

 

C) Both parties agree to organize regular sales drives in both countries upon previous agreement and joint preparation. Each party shall bear all their travel and related expenses.

5. Settlement of Accounts

 

A) Monthly statement: The terms on the account are as follows: payment must be remitted within 30 days of the invoice date or if the balance in your account exceeds USD $10,000.00; whichever transaction comes first.

 

B) All payments not in dispute shall be settled promptly as stated. Neither party shall be allowed to withhold payment on any statement because a particular invoice is in dispute. Both parties agree to do their best efforts to settle the accounts in dispute within the month in which the dispute has arisen.

 

C) Settlements should be affected preferably by swift transfer to the bank account of the receiving party as stated as below.

 

D) COD/DDU/DDP shipments: Assuming COD, DDU, DDP shipments are accepted, the COD, DDU, DDP amount must be sent immediately to the party who has generated the COD, DDU, DDP. In case the COD, DDU, DDP charges would be large amount (Over $10,000.00), the COD, DDU, DDP invoice should not be included in the monthly statement of accounts of the parties.

 

E) If any of the parties is usually delaying payment without accepted reasons or delaying the information and communications necessary for the settlement of accounts, the creditor party is allowed to send cargo on collect basis (including CIF terms cargo) to balance the accounts.

 

F) Each party is to pay their own bank charges when remitting funds. The exchange rate is subject to the average exchange rate of the first working day of this month for all accounts of this month except special agreement.

 

G) Bank details of party A are as follows:

 

Beneficiary:	FALCON LOGISTICS GLOBAL INC.
Address of beneficiary:	667 BREA CANYON RD., STE 20B
	WALNUT, CA. 91789, U.S.A.
Bank Name:	JPMorgan CHASE BANK, N.A.
Address of Bank:	17160 Colima Rd, Hacienda Heights, CA. 91745
Account No.:	3805170108
SWIFT No.:	CHASUS33

H) Bank details of Party B are as follows:

6. Bill of Lading Agreement

 

The purpose of this Agreement is to state the terms and conditions under which FALCON will provide the issuance of FALCON hereinafter referred to as “FALCON” HB/L documentation to CLIENT. This agency agreement, therefore, is signed for the business cooperation between FALCON and CLIENT in consideration of mutual covenants set forth herein, the parties agree as follows:

 

A) Approval of the issuance of FALCON HB/L’s by CLIENT is granted upon the approval from FALCON, at which FALCON has the right to decline such requests that they deem unfit.

 

B) Upon approval of the issuance of a FALCON HB/L, CLIENT shall prepare all required documentation on behalf of FALCON, ensuring that all documents do fully protect the interest of FALCON, complying with the terms of the clauses stated on the back of each FALCON HB/L.

 

C) All shipments made by CLIENT, using a FALCON HB/L must be consigned to FALCON. A detailed monthly usage report shall be sent by on or before the 8th of each month, containing detailed transactions of the previous months FALCON HB/L issuances.

 

D) CLIENT shall be held legally responsible and will incur all costs with respect to any claims, damages, costs, liabilities, and expenses of any nature whatsoever including Customs Penalty (if any), which may arise from transactions where CLIENT is at fault. CLIENT will be held fully legally responsible for all above costs. FALCON shall be held legally responsible and will incur all costs with respect to any claims, damages, costs, liabilities, and expenses of any nature whatsoever including Customs Penalty (if any), which may arise from transactions where FALCON is at fault, FALCON will be held fully legally responsible for all above costs.

 

E) FALCON reserves the right to decline the issuance of FALCON HB/L’s at any time they feel CLIENT has violated any of the terms listed within this Agreement.

 

F) A copy of the agency agreement has the same effect in law as with the Original one.

7. Right to refuse Services

 

Falcon reserves the right to refuse, terminate, or suspend service to agent, if Falcon believes that conduct or actions violate applicable law, is harmful to the interests of Falcon, or willfully violate the terms of agreement. Formal notification will be presented in form of email before such action is undertaken, unless an emergency exists.

8) Confidentiality

 

Both parties agree that information exchanged concerning their respective companies, including, but not limited to, reports, customers names, sales lead and copies of documents, etc., shall not be disclosed to other persons or parties without the prior written consent of the party whose information or documents are being disclosed. The parties agree that this is a material term of this Agreement.

9) Limits of Liability

 

A) Neither party shall be liable to the other party for loss, damage, delay, or failure in performance hereunder caused by an act of God, adverse weather conditions, strikes or labor troubles, hostilities, war, restraint or seizure by a government or belligerent parties, riots or civil commotion, act or omission of a person or entity other than FALCON / CLIENT or any similar circumstances beyond the reasonable control of the party claiming the benefit of this clause.

 

B) FALCON shall not be liable for delay or loss of or damage to any of the commodities being transported when that delay, loss, or damage is caused by an act of God, public enemy, any legal authorities, or the act or omission of a person or entity other than FALCON, the inherent vice or defects of the materials shipped, natural loss or shrinkage, or as a result of any other cause or condition beyond the reasonable control of Falcon or any other party whose services FALCON uses to provide service under this Contract.

 

C) Unless a higher value is declared on the Bill of Lading and the applicable charges for such additional valuation are paid to FALCON by Agent or Client, in no event shall FALCON’s liability for damage to, or loss or destruction of, any shipment transported pursuant to this Contract exceed: (i) on domestic shipments, fifty ($0.50) cents per pound multiplied by the number of pounds (or fraction of a pound) of each piece of the shipment which may have been lost, damaged, or destroyed (but not less than $50.00 per shipment) or (ii) on international shipments, 17 Special Drawing Rights per shipment. However, even if a higher valuation is declared by Client, Falcon will be responsible for payment only of the actual value of such piece(s) which are lost, damaged, or destroyed, or that valuation, which is the lesser amount.

10. Liability: Claims

 

A) Claims for concealed loss or damage must be reported to FALCON, in writing, within three (3) days of the date of delivery of the shipment. FALCON and its agents shall have the privilege to inspect the shipment in the case of a concealed loss or damage claim.

 

B) All shipments as to which a claim may be made must be retained in the original shipping container for a period of twenty-one (21) days after FALCON has received written notice of the damage or concealed loss so that Falcon or its agent(s) may inspect that shipment.

 

C) Claims against Falcon shall be handled as provided in 49 C.F.R. 1005 and other applicable

 

D) As a condition precedent to recovery, claims must be filed in writing with FALCON within thirty (30) days after the delivery of goods, or, in the case of failure to make delivery, then within thirty (30) days after a reasonable time for delivery has passed. No claim for loss of or damage to a shipment will be entertained until all charges relating to that shipment have been made. The term “claim” as used in this Contract shall mean and include all claims for indemnity pursuant to this Contract, claims for alleged breach of this Contract, and any and all other claims arising under, or in connection with this Contract or any relationship between Falcon and Client.

11. Terms

 

This Agreement shall be affected as of the date it is executed by both parties and shall continue in effect until terminated by either party on ninety (90) days written notice.

 

Either party may terminate this Agreement immediately if the other party violates the provisions of paragraph 5. In the event this Agreement is terminated, the parties shall confer in an attempt to reconcile accounts not later than thirty (30) days following the date of termination. If any provision in this Agreement is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the remaining provisions shall nevertheless continue in force without being impaired or invalidated in any way.

12. Disputes

 

The parties shall use their best efforts to resolve in good faith any disputes arising in connection with this Agreement. In the event they are unable to do so, the dispute shall be resolved through

or USA, and the parties agree that the decision of the arbitrator shall be binding and enforceable in both of their home countries. Any notice concerning this Agreement shall be in writing to the addressed stated at the beginning of this agreement.

By signing this agreement, agent acknowledge and understand the terms listed above.