Vector Logistics Ltd., a company incorporated under the laws of the State of Israel with registration number 515251882, having its principal place of business at Netanya, Golda Meir 21 4234521 (the “Forwarder”).
Whereas Client is a legal entity who imports and or export goods for commercial, scientific research, clinical trials and or any other legal purposes and or business need (the “Products”); and
Whereas Forwarder provides freight forwarding, custom clearance and other related professional services; and
Whereas Client wishes to engage Forwarder as an independent contractor to provide certain services, as described below; and
Whereas The Client and the Forwarder (each a “Party” and collectively the “Parties”) desire to set down in writing their agreement with regard to the provision of the services, all in accordance with the terms and conditions of this Agreement.
Now Therefore, in consideration of the mutual promises, covenants, conditions, representations and warranties set forth herein the Parties agree as follows:
1. Recitals, Headings, and Interpretation
1.1. The recitals of this Agreement are an integral part hereto.
1.2. The headings in this Agreement are for convenience only and shall not be used to interpret or construe its provisions.
1.3 By ordering services from the Forwarder, Client approves and confirms terms and conditions of present Freight Forwarding Agreement.
2. The Services
2.1 The Forwarder shall provide the Client with freight forwarding, custom clearance and other related professional services as set forth in Forwarder’s quotations, issued to Client, for time to time, as per Client request (the“Services”) (“Forwarder’s Quotations”). Forwarder’s Quotations shall set out the Services, instructions relating the operating of Client’s shipments, and Fees, as described in Section 4.1 below.
3. Forwarder's Representations
Forwarder represents that it possesses the experience, knowledge, organizational and financial ability and necessary resources and means to provide the Client with the Services and to follow after its obligations according to this Agreement.
4. Pricing and Payment Terms
4.1. In consideration for the provision of the Services, the Client shall pay the Forwarder the fees as set forth in Forwarder’s Quotations (“Fees”).
4.2. Charges for the Services shall be invoiced to the Client directly.
4.3. The payments made by the Client hereunder shall become due and payable, within 15 days once invoice issued or as agreed in each quotation, and against the receipt of a valid invoice from the Forwarder.
4.5 Unless otherwise expressly stated in Forwarder’s Quotations, the Fees excludes the following: (i) payments of duties, V.A.T, port's levies, special levies, fees imposed by authorities or professional organizations, General Average, demurrage fees, special security inspections; all of which shall be under Client's expense; and (ii) special land transportation, special costs concerning the transport, such as Police escorts, removal of street furniture, special insurance fees, storage and services as they might occur from weights, dimensions and other facts that were not known to Forwarder while calculating the Fees; and (iii) costs resulting from Forwarder's adherence with instructions of governmental authorities.
5. Term and Termination
5.1. This Agreement shall be effective as of the Effective Date and shall remain in effect for a period of 24 months, subject to earlier termination in accordance with the terms herein (the “Term”).
5.2. Each Party has the right to terminate this Agreement by a written notice to the other Party 60 days in advance.
6. Liability and Indemnification
6.1. It is clarified that the Forwarder acts as a coordinator of the Services. Forwarder’s liability for coordinating the Services is limited, in any event, in accordance with the provisions of International Conventions relating to international marine, land and air transport, as applicable. If Forwarder or any one on its behalf, issues a bill of lading, Forwarder’s liability shall be subject to the conditions set out in such bill of lading. Forwarder is not responsible for changes in the route of carriage or late arrival of shipments or damage caused to shipments while in the possession of third parties unless these were caused as a result of Forwarder’s negligence act or omission while coordinating the Services. In any event, Forwarder is not responsible for any indirect and/or consequential and/or punitive damages.
7. No Employee-Employer Relations
7.1. Forwarder is an independent contractor and nothing contained in this Agreement shall be deemed to create a joint venture, partnership, employment or similar arrangement between the Parties.
7.2. The relationship between the Client and the Forwarder shall be that of independent contractors. The Forwarder shall not assert the existence of an employment relationship between the Client and the Forwarder.
8. Miscellaneous
8.1. The terms of the Agreement include in full all that has been stipulated and agreed between the Parties, and they supersede, unless otherwise stated in the Agreement, any engagement, consent, presentation and obligation that preceded the approval of the Agreement, whether made orally or in writing.
8.2. Client will not set-off or postpone any payment due to the Forwarder, for any reason.
8.3. Forwarder shall have a general right of lien on Client's shipments for any amount due to Forwarder by the Client under this Agreement.
8.4. Any amendment or cancellation of any of the provisions of the Agreement shall be made only in writing, approved by both of the Parties.
8.5. Notice as required herein shall be delivered by hand, email, fax, by courier or by registered mail, return receipt requested, postage prepaid. A notice shall be addressed to the other party at the address listed above, or to another address which may subsequently be specified in writing by a Party. A notice shall be effective 3 days after being delivered by hand, courier service, email or by fax, and 5 days after being sent by mail.
8.6. This Agreement shall be governed by, interpreted and construed in accordance with the laws of the State of Israel, without reference to its conflict of laws' provisions, and the competent courts of Tel Aviv and Central Districts shall have sole and exclusive jurisdiction over any dispute or claim arising from this Agreement.