Please read this carefully and confirm your understanding by signing this agreement at the bottom of this document

 

GLOBAL LOGISTICS NETWORK AGENCY AGREEMENT

 This Agreement, effective the date signed below, is by and between the following parties:

Member (as named below)
(hereinafter referred to as Member)

and

Global Logistics Network, Inc
(on its own behalf and on behalf of GLN Members as third party beneficiaries of this Agreement)
3 Deep Run Court, Morganville, NJ 07751, USA
(hereinafter referred to as GLN)

WHEREAS: GLN represents a global network of independent owned and operated freight forwarders and customs brokers and, pursuant to GLN’s “Power of One philosophy”, the intent of GLN is to foster closer working relationships between network members and
WHEREAS: Member is a network Member in good standing of GLN and Member has a GLN Membership Agreement in force and effect and
WHEREAS: GLN will maintain a current and make available up-to-date listing of those of its network companies that have signed an Agreement in similar format to this one (GLN Members) and
WHEREAS: Member recognizes that this Agreement is being executed by GLN on its own behalf and on behalf of other GLN Members as third party beneficiaries of this Agreement and
WHEREAS: Member accepts that the terms and conditions of this Agreement shall be binding on other GLN Members as if Member had entered this agreement directly with each GLNMember individually;

Therefore, for these and other valuable considerations, Member and GLN, on its own behalf and on behalf of GLN Members as third party beneficiaries of this Agreement, agree to the following:

ARTICLE 1 – APPOINTMENT AND TERRITORY

1.1 Member will act as a general, non-exclusive sales and break-bulk and delivery agent on behalf of GLN Members in the geographic region in which Member has applied for and has been accepted as the GLN Member therein, hereinafter referred to as the “Territory”.
1.2 Member agrees that it will perform all duties and responsibilities in the Territory in an appropriate, efficient, and lawful manner.
1.3 Member agrees that its branch offices (if applicable) shall also abide by this Agreement.
1.4 Member agrees not to solicit GLN members for the purpose of joining competing networks or any other activity that could be deemed as a breach of GLN business ethics, guidelines or as severe “conflict of interests”.

ARTICLE 2 – ACTIVITIES & OPERATIONAL MATTERS

2.1 Member shall employ sufficient personnel and adopt adequate and best practice procedures to ensure that superior quality services are provided, preferably incorporating the ISO 9000 standard.
2.2 Member shall in no instance change the contents of any Bill of Lading or Airwaybill issued by another Party in any way without written authorization of that Party
2.3 The Member’s responsibilities as regards Import/Inbound Shipments shall be as follows:

2.3.1 Member shall follow the written instructions of the Originating GLN Member with regards to each shipment. The instructions should include appropriate costs, fees preferable agreed in advance of the time of shipment, and other pertinent information.
2.3.2 On receipt of shipments Member shall make certain that freight and documentation are in good order and, if shortages or damages are noticed, Member shall endorse the carrier’s receipt accordingly and immediately notify the Originating Party. Moreover, Member shall file a preliminary notice of claim against the carrier to protect the rights of the Originating Party and shall handle the claim according to Article 6 of this Agreement.
2.3.3 For any HAWB, HBL or TB/L consigned to the “Bank”, Member must obtain a Bank Release confirmation in writing and/or the Bank endorsement on the HAWB, prior to releasing the documents to the final consignee. Failure to comply with the aforementioned handling procedure will result in the Member bearing the full responsibility for any claim made by the Shipper and/or the Originating Party.
2.3.4 On receipt of shipment, Member shall immediately contact the ultimate consignee or its appointed broker within 24 hours by telephone, fax, e-mail or other means.Member shall promptly reply to all communications and to particular requests for specific information within 24 hours from receipt. Information regarding the delivery of the documents to the consignee’s broker or in the case of the brokerage service being provided by Member must be communicated to the Originating Party within 24 hours.
2.3.5 The delivery of the shipment to the ultimate consignee must be reported as a P.O.D. with the names of the signing parties, date and time, within 24 hours. In cases whereupon receipt remarks have been made in respect of shortage or damage, and this information is to be immediately reported to the Originating Party.
2.3.6 If the consignee(s) does/do not respond to arrival notice(s) within 7 days from arrival date, then Member is obligated to promptly inform the Originating Party hereof and the Originating Party must then provide instructions to Member as to how to proceed within 24 hours. The Originating Party shall be liable for any costs incurred byMember in connection with the Originating Party‘s instructions regarding the disposition of the shipment.
2.3.7 If the consignee or the consignee’s appointed representative does not take immediate delivery of the shipment or refuses to pay the collect charges involved, Member shall immediately notify the Originating Party by telephone, fax or e-mail and shall act in accordance with the Originating Party’s instructions. In the case described here, the Originating Party would be liable for any or all of the collect charges not paid by the consignee.
2.3.8 In cases where the Originating Party requires Member to collect payment for the goods on behalf of the shipper, Member agrees to be responsible for collecting the full C.O.D. amount. Member will be responsible to collect, prior to releasing the cargo, a Bank Draft or Cashier’s Check made out in name of the Shipper in the amount and currency shown on the commercial invoice or the HAWB. The bank draft will be sent back to the Originating Party. Such C.O.D. shipments must be notified by the Originating Party to Member prior to shipment (departure at origin). Failure to collect the Bank Draft or Cashier’s Check will result in Member bearing the full responsibility for the full amount and for any claim made by the Shipper and/or the handling agent at origin. Member’s company check for payment of C.O.D. is not acceptable, unless agreed otherwise between Originating Party and Shipper. Member, at its own discretion, will be entitled to charge to the Originating Party a C.O.D. administrative fee for the service rendered (including courier expenses). Such service fee should be discussed and agreed upon prior to shipment.
2.3.9 In the case of shipments forwarded on a “collect basis,” Member shall be responsible for collecting such charges prior to making the final delivery. However, shouldMember decide to grant credit facilities to the consignee or the consignee’s appointed representative, the granting of such credit facilities shall be entirely the responsibility and be at the risk of Member.
2.3.10 Member specifically acknowledges and understands that monies collected on a “collect basis” on behalf of the Originating Party are and shall remain the property of the Originating Party.
2.4 The Member’s responsibilities as regards Export/Outbound Shipments shall be as follows:

2.4.1 Master Air Waybills (MAWBs) or Ocean Bills of Lading (OBLs) shall be sent on a “prepaid” basis unless there has been a prior written agreement between the Memberand the GLN Member at destination. The international manifest of shipments in the consolidation and all relevant customs documents shall be attached to the MAWB or OBL.
2.4.2 The Member or the GLN Member shall promptly send to the other party a pre-alert via Internet e-mail or fax to cover every shipment. This pre-alert shall contain at minimum the following information: Originator’s Reference Number, MAWB or OBL Number, House Airway bill (HAWB), House Bill of Lading (HBL) or TB/L Number, Shipping date, Flight number, total number of pieces, weight, shipper’s and consignee’s name, port of departure, port of arrival, ETD and ETA.
2.4.3 In the United States trade lane, Member shall only issue its own HBL if it is either a licensed or registered non-vessel operating common carrier (“NVOCC”), has appropriate bond(s) on file with the Federal Maritime Commission (“FMC”), and electronically publishes rates and charges pursuant to the shipping statues and regulations of the United States. Member may issue HBLs of other GLN Members in the United States trade lanes, but only if those GLN Members are themselves licensed or registered with the FMC, have appropriate bonds, and publish tariffs in accordance with U.S. laws. Additionally, Member must have written authority to utilize the HBL of another GLN MemberMember agrees that it will indemnify GLN, and any GLN Members with regard to the usage of another GLN Member’s HBL.
2.4.4 When advised that a consignee(s) does/do not respond to arrival notice(s) within 7 days from arrival date, Member must then provide instructions as to how to proceed within 24 hours. Member shall be liable for any costs incurred in connection with Member’s instructions regarding the disposition of the shipment.
2.4.5 Member is responsible for the issuance of Profit Splits as per Article 4 below

ARTICLE 3 – SALES & SALES EFFORTS

3.1 Member will make all possible efforts to increase air and ocean cargo traffic with other GLN Members by:

3.1.1 Employing sufficient sales and marketing staff to generate business and make sales calls.
3.1.2 Regularly contacting existing and potential clients.
3.1.3 Presenting routing requests, where geographically possible, within 48 hours.
3.1.4 Formulating and regularly updating marketing, service and pricing changes
3.1.5 Monitoring competition service standards and rates and advising of changes where known
3.2 Member agrees to provide true NET/NET rates upon request from other GLN Members taking into account all legal commissions, rebates and incentives.
3.3 Sales Leads – Member shall promptly act and reply to all qualified leads, routing orders, purchase orders or other documents containing instructions for the use of its services.  In no instance shall responses take more than 5 days from date of receipt. A Sales Lead is considered qualified when the lead includes a company name, a contact name, email or phone contact information, and background as to the opportunity associated with the lead. Sales rates must always be shown on Sales Leads and Routing Orders.
3.4 Member agrees to adapt their rates structure to meet competition, provided the profit is maintained at a level acceptable by GLN Members.  Member agrees to coordinate negotiations with carriers jointly or separately to achieve greater service levels and lower buying rates.
3.5 Member will cooperate fully with GLN in the preparation of worldwide Requests for Quotations (RFQs).
3.6 Members will respect other GLN member’s existing clients and customer base and refrain from back-selling and never approach another GLN member’s vendor, supplier, third party service provider, client or lead without express permission from the originating company.

ARTICLE 4 – PROFIT SPLITS & BREAK BULK FEES

4.1 As a general practice, A profit split on a 50-50 basis shall be applicable on business jointly generated between Member and another GLN Member
4.2 Prepaid shipments, generated by the Member will not be subject to any split profit unless generated by joint sales activity.
4.3 Profits Shares shall be calculated as follows based on true net/net rates taking in to account all legal commissions, rebates and incentives:

Air Freight/Ocean Freight Consolidations: The total of all HAWB/HBL gross freight revenue less net/net MAWB/MBL freight cost,
Direct/IATA Air Freight/Ocean Freight Shipments: Gross freight amount billed to the customer less net MAWB/MBL freight cost, taking into account all legal commissions, rebates and incentives.
4.4 The exception to 4.3 above is in the case where the point of origin on the HAWB/HBL is different from the point of origin on the MAWB/MBL, (otherwise known as a “door-airport” shipment). In these cases the transportation costs to the departure point as per the MAWB/Master Bill of lading are to be applied at net/net cost.
4.5 If the destination on the HAWB/HBL is beyond the destination on the MAWB/MBL, (otherwise known as an “airport-door” shipment), those transportation costs to the final destination point as per the HAWB/HBL are to be billed back by Receiving Party at destination to the Sending Party at origin at 50% of the net cost.
4.6 In the case of “door – door” shipments, transportation costs from origin to departure airport and from destination airport to final destination are to be handled as above.
4.7 No break-bulk fee shall be charged by either Party.
4.8 Warehousing and containerization charges for export shipments are to be borne by the Member at origin. These expenses are excluded from the profit split calculation unless previously agreed.
4.9 Importing expenses for disembarkment of containers deconsolidation, warehousing and break-bulk expenses are to be borne by the Receiving Party at destination. These expenses are excluded from the profit split calculation unless previously agreed.
4.10 The issuance of a profit split is the obligation of the origin party. Credit Notes for profit splits are to be issued no later than 7 days after the date of shipment or, if prepared on a monthly basis, no later than 7 days after month-end.
4.11 In the event of any disputes as regards Profit Splits, the dispute will initially be referred to GLN.

ARTICLE 5 – COMMUNICATIONS

5.1 Inquiries by fax or email must be replied to by end of the workday regardless of result and/or outcome.
5.2 Continuous lack or delay in responses may subject Member to termination in accordance with the GLN Membership Agreement
5.3 Member will be responsible for its own costs in respect of communication costs whether related to sales, operations, and performance responsibilities within the Agreement.
5.4 No information whatsoever in relation to the cooperation between Member and GLN Members – sales and operational – shall be given to a third party, other than that which may be required by a statutory body, without both parties written consent.
5.5 Member will exchange details of operational procedures, names of key personnel, tariffs and any further information, which are deemed to be useful to maintain and increase mutual cooperation.

ARTICLE 6 – CARGO CLAIMS & INSURANCE:

Member warrants that it maintains valid, current freight forwarding liability coverage on shipments with either HAWBs or HBLs.  This coverage shall include the settlement of well-founded claims and the defense against well founded claims made against Member. Such coverage shall be governed by the Warsaw Convention, with a maximum liability of US$20 per kilogram for air shipments and US$500 per manifested piece when shipped via ocean carrier.
Member shall provide, upon request, the name and address of its liability insurance representative.
If any notice, information or claim is received by Member or its employees or agents that any shipment has been damaged, lost, short-landed or in any way affected, which may give rise to claims or other liabilities, then Member shall notify all appropriate parties within 24 hours.
In no instance shall Member, its employees or agents admit liability on behalf of any other GLN Member without the prior written approval of that GLN Member.

ARTICLE 7 – ACCOUNTING

7.1 General Principals:

7.1.1 Member specifically acknowledges and understands that monies collected on a “collect basis” on behalf of the Originating Party are and shall remain the property of the Originating Party.
7.1.2 Member will “consider” extending to other GLN Members a credit limit of US$5,000 or US$10,000 in the event that the GLN Member is a participant in the GLN Accounts Receivable Insurance Fund.  Should these credit limits be reached, Member can request an interim payment from the other GLN Member pending settlement.  It will be at Members sole discretion to lower or raise such credit limit with regard to another GLN Member.  CREDIT AGREEMENTS ARE BETWEEN MEMBERS AND NOT DICTATED BY GLN.  Also, each member should enforce their own relevant credit “checks and balances” prior to entering into a ongoing relationship with another GLN member.
7.1.3 Member shall keep accurate and separate records and accounts for the shipments transacted under this Agreement, and, if required to do so by GLN, shall provide GLNwith a copy of such records and accounts.
7.2 Settlements

7.2.1 Settlement of all invoices shall be made in United States Dollars (“USD”) or any other currency as previously agreed to in writing between Member and other GLNMembers. The amount due must be paid in the agreed currency, free of bank commissions. The rate of exchange shall be the rate of exchange on the date of the invoice as published by the currency calculator on www.bloomberg.com, or any other internationally recognized currency converter, whichever is accurate and acceptable in international commerce.
7.2.2 Unless there is an agreement to the contrary, terms of payment shall be on the last day of the month following the month in which an invoice is dated – the “Settlement Date”.  As an example, invoices dated March 5, March 10 and March 15 will all be due and payable on the Settlement Date of April 31.
7.2.3 By the 7th day of each calendar month, Member shall send its statements of open invoices (and credit notes covering Profit Splits) to each GLN Member.
7.2.4 By the 15th day each calendar month, Member shall have reconciled its statement with other Members and the GLN Member with a net payable balance shall arrange payment by no later than the last day of the month.
7.2.5 Should the aggregate of the offset amount be less than the equivalent of USD 500, then that amount shall be rolled-over to the following month without interest.
7.3 When Member submits a payment to another GLN Member, complete detailed information must be provided on the remittance advice for items paid in full.
7.4 If Member has not been paid the agreed upon amount due within 10 days of the Settlement Date, by another GLN MemberMember shall notify GLN who will take the necessary remedial actions.
7.5 Member agrees and accepts that, in the event that Member fails to pay any amounts due to other GLN Members by the Settlement Date, interest of 1% per month will be payable as well as any other charges due to the devaluation of the Member’s currency
7.6 Member agrees that the originating party shall pay full bank charges associated with the wire transfer of funds, and the receiving party shall pay their bank charges for receiving wire transfers.
7.7 In the event that there are any items in dispute, these shall either (i) be omitted from the settlement by mutual consent between the Member and the other applicable GLN Memberor (ii) referred to GLN for arbitration. Having disputed items should in no way affect the payment of other agreed upon invoices in a settlement.

ARTICLE 8 – CONDITIONS

8.1 Member acknowledges that it will operate in accordance to the Standard Trading conditions applicable to its area of operation, or international standard trading and banking conditions and regulations governed by IATA, FIATA and the Warsaw Convention and all applicable local government laws applicable to its Territory.

ARTICLE 9 – ARBITRATION

9.1 An initial attempt to amicably settle all controversy or claim arising out of or relating to this agreement, or any breach thereof, shall be made between GLN Members with each party exercising goodwill towards the other.  In the event that GLN Members cannot settle any dispute amicability, the dispute shall be referred to GLN for an independent decision.  Depending on the severity of the dispute, GLN shall make known its decision or shall appoint an advisory committee of 3 Members unrelated to the dispute to provide a decision.  Such decision shall be binding on GLN Members.

ARTICLE 10 – AMENDMENTS – DURATION – TERMINATION

10.1 This Agreement will be valid as from the date of this Agreement for an indefinite period of time unless conditions in the termination clause are applicable.
10.2 This Agreement can be terminated by:

10.2.1 Virtue of violation of any term of this Agreement
10.2.2 Virtue of bankruptcy, insolvency, or change of ownership not acceptable to GLN
10.2.3 Member committing a negligent act or omission, whether intentional or not, which constitutes a breach of this Agreement
10.2.4 By Member giving notice of termination in writing in accordance with the terms of its Membership Agreement.
10.2.5 By termination of Member by GLN in accordance with the terms of the Membership Agreement in force.
10.3 If this Agreement is terminated for any reason whatsoever, then Member shall pay any and all amounts accrued, due and unpaid as at the date of the termination without prejudice to any right to claim for actions or omissions that give rise to termination of this Agreement.
10.4 This Agreement may not be amended or modified in any way except by mutual agreement, in writing, signed by both Member and GLN. Unless otherwise agreed, any notice under this Agreement shall be sufficient if sent by registered letter or by cable or fax.

ARTICLE 11 – CONFIDENTIALITY

11.1 During the period of this Agreement and any time thereafter, either Party shall not communicate to any third party the terms of this Agreement or disclose any information received or learned in connection with this Agreement.
11.2 This Agreement should be executed in 2 counterparts and each shall constitute an original and each Party hereby acknowledges having received 1 original copy for safekeeping.

ARTICLE 12 – INDEMNIFICATION

12.1 Member agrees to indemnify GLN, and its Members as third party beneficiaries of this agreement (collectively herein as “GLN and Members”), against any and all liability, loss, damages, costs, claims, fines, penalties, and/or expenses, including but not limited to attorney’s fees, which GLN and GLN Members may hereafter incur, suffer, or be required to pay by reason of any claims by any private party, court, or government agency arising from any activity directly or indirectly attributable to Member, including, but not limited, to the use of a GLN Member’s HBL. In the event that any action, suit, or proceeding is brought against GLN or GLN Members, by any court, government agency, or private party,Member, at its own expense, shall defend against such action and take all steps as may be necessary or proper to prevent the obtaining of a judgment and/or order against GLN andGLN Members.
12.2 In the event that GLN or GLN Member(s) are required to pay any fines, penalties, damages, or other sums related to any activity directly or indirectly attributable to Member, including, but not limited, to the use of a GLN Member’s HBL, Member agrees to indemnify GLN and GLN Member(s) for any such amount that GLN and GLN Member(s) may be required to pay, together with reasonable expenses, including attorney’s fees, incurred by GLN and GLN Member(s) in connection with defending any claim or legal action and/or in obtaining reimbursement from Member.
12.3 Member agrees to notify GLN and GLN Member(s) in writing, by certified mail sent to GLN’s address as stated in this Agreement, of any claims made against Member on the obligations against which Member has indemnified GLN and GLN Member(s) herein.
In witness thereof, the Parties hereto have entered into this Agreement on the date and the year written hereunder.

 .

Company Name (Member) Global Logistics Network, Inc. (on its own behalf and on behalf of GLN Members as third party beneficiaries of this Agreement)
Name / Signature Roy Stapleton (signed electronically)
Title President
Date