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Export Agency Agreement
[ name & address ] (hereinafter referred to as the “Party A”) hereby agrees with [ name & address ] (hereinafter referred to as the “Party B”) to export, on behalf of the Party B, the following goods supplied by the Party B on the terms and conditions hereinafter set forth.
Article 1. Export Agency
1. The Party A shall export the following goods at the request of the Party B and in the name of the Party A.
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2. The Party B shall notify the Buyer of the fact of the export agency, and obtain consent from the Buyer.
3. The Party A shall conduct the export agency task as a bona-fide manager.
Article 2. Transaction Method
1. The Party B shall, in principle, transfer a letter of credit (L/C) received by himself to the Party A for the export agency, but may have a letter of credit (L/C) issued directly in favor of the Party A for mutual convenience.
2. In the event there is any defect in the letter of credit (L/C) in paragraph 1, the Party B shall be responsible for the amendment of the letter of credit (L/C).
3. The Party A shall have a local letter of credit (local L/C) issued in favor of the Party B based on the letter of credit (L/C) in paragraph 1, and the Party B shall, with its own responsibility and expense, perform the shipment in accordance with the terms and conditions of the letter of credit (L/C).
4. The Party B shall faithfully manufacture and ship the goods in accordance with the terms and conditions of the letter of credit (L/C) and with the terms and conditions of the sales contract between the Party B and the Buyer, and shall bear levies, expenses, and fees incurred by this export transaction.
5. For the convenience of the Party B, the Party A may issue a local letter of credit (L/C) in favor of the Party B within the limit of USD [ ] even prior to arrival of a master L/C or transfer of a master L/C to himself by the Party B. However, in this case, the Party B shall empower the Party A to cancel the local L/C, and such power shall be exercised only prior to arrival of the master L/C or transfer of the master L/C to the Party A.
In the event the Party B fails to perform the export within the validity of the local L/C, the Party B cannot request the Party A to take delivery of the goods nor to pay for the goods.
6. In case of paragraph 5, the goods cannot be exported in the name of a third party or the Party B until the goods is fully exported through the Party A.
Article 3. Agency Fee
1. The Party B shall pay the Party A export agency fee of KRW [ ] per 1 USD at the time of negotiation of the shipping documents (or payment of the export price in the absence of negotiation) .
2. Once the export is completed, the export agency fee in paragraph 1 shall be paid, regardless of the claim or non-payment by the Buyer.
Article 4. Financial Support
1. At the request of the Party B, the Party A may provide support fund to the Party B up to KRW [ ].
2. The repayment schedule for the support fund in paragraph 1 is as follows, and change of the repayment schedule shall be subject to a separate written agreement between the Party A and the Party B.
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3. Interest on the support fund in paragraph 1 shall be at the rate of [ ]% per annum, and the default interest at the rate of [ ]% shall be applied in case of arrears. In the event there is a change in the bank's general interest rate, the interest rate shall be so adjusted.
4. The Party B shall pay the interest in paragraph 3 to the Party A on the [ ] date of each month.
Article 5. Payment
1. The Party A shall pay to the Party B the price for the goods at the time of the negotiation of shipping documents (or payment of the export price in the absence of negotiation).
2. The Party A is entitled to deduct the accepted amount of the domestic L/C, expenses paid by himself on behalf of the Party B, and export agency fee, from the price referred to in paragraph 1, and shall be reimbursed of the shortage, if any, from the Party B.
Article 6. Inspection
The Party B is responsible for inspection of the goods. However, with the consent of the Party B, the Party A can frequently inspect the manufacturing process of the goods.
Article 7. Export Expense
All export expenses (bank charges, inspection fees, freight costs, customs clearance costs, loading/unloading costs, insurance premiums, etc.) shall be for the account of the Party B.
Article 8. Foreign-exchange Loss and Profit
Loss and profit from foreign exchange rate fluctuations shall belong to the Party B.
Article 9. Duty to notify
The Party A shall without delay notify the Party B in writing upon receiving notice, such as claim notice, concerning this export agency task from the Buyer or other third parties.
Article 10. Compensation for damages
1. The Party A shall conduct an export simply on behalf of the Party B, and the Party B shall be responsible for the Buyer’s claim due to poor quality, poor packaging, quality difference, delay in shipment, non-shipment, etc, and shall also be responsible for all liabilities from the documents and evidences submitted to the authorities and banks in the name of the Party A and on behalf of the Party B, and the Party B shall indemnify the Party A for the damages thereof. However, the Party A shall indemnify the Party B for the damages due to the causes attributable to the Party A such as delay in performance of the export.
2. The Party B shall indemnify the Party A for the damages suffered by the Party A from the performance of the export on behalf of the Party B such as UNPAID by the Buyer or issuing bank (or paying bank).
3. Default interest of [ ] per annum calculated from the date of its occurrence shall be added to the compensation for the damages in paragraph 1 and 2.
4. The Party B shall notify Buyer of the provisions of paragraph 1 to obtain confirmation from Buyer.
Article 11. Providing Security
Each party shall provide the following securities to the other party to guarantee the performance of its obligation under this Export Agency Agreement (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 12. Termination
1. In the event 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 Agreement by giving notice.
2. The termination in paragraph 1 does not affect the pre-existing rights and claims for damages.
Article 13. Term of Agreement
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 shall not affected by the expiration of the contract period.
2. The contract period of this Agreement shall be extended by the agreement between the Party A and the Party B before the expiration of the contract period.
Article 14. Acceleration
If any event under paragraph 1 of Article 12 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 11 without requesting to perform the obligations.
Article 15. Amendment
This Agreement can be amended, modified or changed by written agreement between the Party A and the Party B .
Article 16. No Assignment
No party shall assign or transfer this Agreement to any other person without the other party’s prior written consent.
Article 17. 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 18. 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 [ ]
Title [ ] |
Party B
Name [ ]
Address [ ]
Signature [ ]
Title [ ] |
