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Import Agency Agreement
[ name & address ] (hereinafter referred to as the “Party A”) hereby agrees with [ name & address ] (hereinafter referred to as the “Party B”) to import, on behalf of the Party B, the following goods required by the Party B on the terms and conditions hereinafter set forth.
Article 1. Import Agency
1. The Party A imports the following goods at the request of the Party B and in the name of the Party A.
Commodity & Description Quantity Unit Price Amount Origin etc.
2. The Party A shall conduct the import agency task as a bona-fide manager.
Article 2. Transaction Method
1. The Party B shall provide OFFER received from the Seller to the Party A. The Party B shall be responsible for customs duties & other taxes, and all legal liabilities arising from the OFFER, and also responsible for all liabilities from the documents and evidences submitted to the authorities and from administrative process in the name of the Party A and on behalf of the Party B.
2. The Party A shall issue a letter of credit (L/C) in accordance with the OFFER of paragraph 1.
3. The Party B shall conduct import customs clearance in the name of the Party A. The Party A shall always permit the use of its name at the request of the Party B, and the Party B shall indemnify the Party A from the losses incurred from such use of name.
4. The Party A shall take measures to complete import customs clearance within the expiration of the import license, and the Party A shall be responsible for all administrative liabilities including fine arising from its failure.
Article 3. Contract Deposit
Upon conclusion of this Import Agency Agreement (this “Agreement”), the Party B shall deposit the amount of KRW [ ] equivalent to [ ] % of the OFFER amount to the Party A as a contract deposit (deposit for acceptance of the shipping documents).
Article 4. Agency Fee
1. The Party B pays to the Party A KRW [ ] per 1 USD of import agency fee at the time of issuance of an import letter of credit (L/C).
2. Once the import is completed, the import agency fee in paragraph 1 shall be paid, regardless of the claim or non-payment by the Party B.
3. In the event the import procedure is not completed due to causes attributable to the Party B, the Party B shall compensate for the damages suffered by the Party A.
Article 5. Delivery of goods
1. The Party A is deemed to complete the delivery for the Party B by storing the goods cleared for import at [ the warehouse (address, etc.) 〕.
2. Upon delivery in paragraph 1, the Party A shall deliver all documents and evidences concerning the import to the Party B.
3. The Party B shall not refuse to take over the goods. In the event the Party B refuses to take over the goods, the Party A may arbitrarily dispose of the goods. If the disposition value falls short of the sum of the import agency fees and interests to be paid to the Party A and B/L payments, the Party B shall immediately compensate for the damages and interest of []% per annum.
4. The Party A shall notify the Party B of the arrival of the goods as soon as the goods arrives at the customs office.
Article 6. Price of the goods
1. The price for the Party B’s acceptance of the goods cleared for import shall be the sum of the followings, including import deposit.
All of the L/C expenses, marine insurance premiums, ocean freight, B/L payments, customs duties, defense taxes (excluding VAT paid at customs clearance), customs clearance funds, customs clearance expenses, unloading fees, and other taxes and auxiliary fees incurred in importing the goods.
2. The Party A shall provide the Party B with the documents proving the acceptance price of the goods, and evidence of the receipt with the official seal and transaction statement, etc.
Article 7. Payment of the Goods
1. The Party B shall pay to the Party A the entire amount of the price of the goods in Article 6 at the time of acceptance of B/L from the Party A. However, if the Party A agrees separately, the Party B shall follow such agreement.
2. In the event the Party B delays the payment under paragraph 1 and the Party A thus pays on behalf of the Party B, the Party B shall pay to the Party A an additional amount of KRW [ ] per 1 USD and liquidated damages of [ 〕% per annum of the delayed payment by the date of full payment. In the event the payment is delayed over 20 days, the contract deposit in Article 3 shall belong to the Party A, and the Party A is entitled to unilaterily dispose of the goods.
Article 8. Inferior Quality, etc.
1. The Party A shall not be liable for claim arising out of inferior quality, lack of quantity, quality difference, delay in shipment, non-shipment, defects in shipping documents, etc.
2. In the event the Party B raises the claim of paragraph 1 against the Seller, the Party A will actively cooperate in resolving it (use of the Party A's name, filling out the claim documents, use of communication facilities, and providing other information). However, in the event the Party A spends expenses or suffers damages due to this, the Party B shall compensate for it.
Article 9. Customs Tax Return
In the event the Party B receives a tariff refund on this import, the Party A shall cooperate as much as possible, such as providing the necessary documents to the Party B.
Article 10. Foreign-exchange Loss and Profit
Loss and profit from foreign exchange rate fluctuations shall belong to the Party B.
Article 11. Duty to notify
The Party A shall without delay notify the Party B in writing upon receiving notice concerning this import agency task from the exporter or other third parties.
Article 12. Providing Security
Each party shall provide the following securities to the other party to guarantee the performance of its obligation under this Agreement.
1. A blank corporate check (or blank promissory note) issued by the party and a power of attorney to supplement the check or promissory note.
2. A notarized promissory note for face value of KRW [ ] made by the party and jointly & severally guaranteed by its CEO as an individual.
3. Real estate security of maximum amount of KRW [ ] with the other party as the first-priority mortgage holder on the real estate owned by the party ( location ).
Article 13. Termination
1. If one party is in default of its contractual obligation under this Agreement, becomes insolvent, or commits (or permits) any act of bankruptcy, reorganization, liquidation, or winding-up, the other party is entitled to terminate this Agency Agreement by giving notice.
2. The termination in paragraph 1 does not affect the pre-existing rights and claims for damages.
Article 14. Term of Contract
1. This Agreement shall become effective from the date of conclusion to [20XX. XX. XX.]. However, the rights and obligations incurred during the contract period of this Agreement are not affected by the expiration of the contract period.
2. The contract period of this Agreement shall be extended by written agreement between the Party A and the Party B before the expiration of the contract period.
Article 15. Acceleration
If any event under paragraph 1 of Article 13 occurs to one party, all the obligations of that party shall become due and payable, and the other party is entitled to immediately exercise the security right under Article 12 without notice to perform the obligations.
Article 16. Amendment
This Agreement can be amended, modified or changed by written agreement between the Party A and the Party B .
Article 17. No Assignment
No party shall assign or transfer this Agreement to any other person without the other party’s prior written consent.
Article 18. Resolution of Disputes
All disputes arising out of or in connection with this Agreement shall be resolved by arbitration in accordance with the arbitration rules of legal representative in Seoul, Korea. The award rendered by the arbitrator(s) shall be final and binding upon both parties concerned.
Article 19. Miscellaneous Provisions
The issues not stipulated in this Agreement shall be determined by agreement between the Party A and the Party B, and, if not, shall be determined by generally recognized commercial practices.
In order to confirm and prove this Agreement, both parties make and sign two copies of this Agreement, and each party keeps one of the copies.
[20XX. XX. XX.]
Party A Name [ ] Address [ ] Signature [ ] Name [ ] Title [ ] Party B Name [ ] Address [ ] Signature [ ] Name [ ] Title [ ]
