FREIGHT CLEARING CONFIDENTIAL AGREEMENT
This Confidential Agreement (the “Agreement“) is entered into
1. DEALER GLOBAL INTERNATIONAL LIMITED, of NO. 19 ITAPEJU STREET, APAPA, LAGOS STATE (the “Clearing Agent”)
2. ____________________________, of ______________________________________________ (the “Importer”),
Collectively referred to as the “Parties”.
1. The Clearing Agent is a fully licensed Freight Forwarding and Clearing Company in Nigeria having adequate financial resources to contract for clearance of any cargo, shipment or goods in Nigeria.2. The Importer is desirous of using the services of the Clearing Agent subject to the terms and conditions stated hereinafter in this agreement.
3. The Clearing Agent desires to supply such services to the Importer subject to the terms and conditions stated hereinafter in this agreement.
Definition of Freight. Freight is defined as any goods, cargo, consignment, load, haul or shipment which is in usually in bulk and often transported via ship, train or aircraft.
Clearing Agent. A Clearing Agent is defined as an agent usually contracted by an importer to specifically ensure that the aspect of customs clearance at a shipping port is satisfied.
Importer. An Importer is an individual or organization who brings goods from a foreign country into his/her/their country via the means of air, ship or road transportation.
IT IS HEREBY AGREED AS FOLLOWS
1. Services. The Clearing Agent agrees to provide effective service to the Importer subject to the terms and conditions herein stated. The services are set forth below to the specifications described herein:
a. Ensure that port and customs clearance processes is carried out in total compliance to the Customs and Excise management Act, Federal Inland Revenue Service (Establishment) Act, Nigerian Ports Authority Act, and any other relevant Nigerian Statute or regulation.
b. Facilitate and pay port and clearance fees on behalf of Importer to clear the cargo through customs and the port authorities.
c. Negotiate and coordinate temporary storage of cargo at port warehouses or other facilities depending on where vessel docks and containers are allocated at the lowest rate possible. The Clearing Agent will provide necessary documents to the Importer as a proof of such negotiation prior to finalizing the arrangements.
d. Facilitate discussion and negotiation with Nigerian Port Authority and/or other agents on temporary storage of the cargo at port warehouses.
e. Conduct close follow-up and facilitate wherever applicable on Importer’s application for VAT and duty exemption and collection of government exoneration from Federal Inland Revenue Service and/or other relevant government bodies. The Clearing Agent will notify the Importer of the tasks to be completed by the Importer sufficiently ahead of time in order to avoid circumstances like demurrage.
f. Facilitate the submission and follow up of required documents to relevant government authorities as required to secure applicable permits and certificates for customs clearance including follow-up, facilitating testing of samples by relevant authorities, collecting invoices, and making prompt payment on behalf of Importer following Importer’s approval
g. Provide all supporting documentation on completion of all agreed activities to the Importer
h. Other services as related and necessary for the customs and port clearance of the cargo in accordance with the project background objective stated herein
2. Fees. The Clearing Agent hereby agrees to carry out the above stated clearance services as clearly elucidated herein for a Zero Percent (0%) initial deposit from the Importer (As in the case of a car). The Clearing Agent would provide and bear the risk of all the fees required for the clearance of the said car. However, the Parties in furtherance of the terms and conditions contained herein hereby agree that where the Importer does not pay for all agreed fees for the clearance services after the car has been cleared (As in the case of a car), the said car will be taken and locked up in the storage facility which will incur a daily storage fee of Five Thousand Naira Only (#5,000.00). If the Importer still fails to pay up for the clearance fees of the said car after Sixty (60) days from the day the car was taken to the storage facility, the Clearing
Agent will have no other option other than to sell the car and refund the Importer the remaining balance after deductions of the clearance fees expended and daily storage fee has been made from the total sum recovered from the sale. Such sale will be carried out via a Power of Attorney which is herein attached to this agreement and must be signed by the Parties alongside this agreement before commencement of all clearance activities by the Clearing Agent. Also, The Clearing Agent will carry out clearance services as clearly elucidated herein for a Fifty Percent (50%) initial deposit from the Importer (As in the case of a container). The Clearing Agent would provide and bear the risk of the remaining Fifty Percent (50%) required for the clearance of the said container.
The Parties hereby agree that where the Importer does not pay for the remaining balance of the agreed fees for the clearance services after the container has been cleared (As in the case of a container), the said container will be taken and locked up in the warehouse which will incur a daily storage fee of Twenty Thousand Naira Only (#20,000.00). If the Importer still fails to pay up for the clearance fees of the said container after Thirty (30) days from the day the container was taken to the warehouse, the Clearing Agent will have no other option other than to open the container and remove and sell goods equivalent to the remaining balance owed by the Importer to refund the Importer the remaining balance after deductions of the clearance fees expended and daily storage fee has been made from the total sum recovered from the sale.
Items taken out from the container will be properly documented, signed by the warehouse officers and duly communicated to the Importer via Email, WhatsApp, Phone call or any other identifiable means of communication before the sale is carried out. Such sale will be carried out via a Power of Attorney which is herein attached to this agreement and must be signed by the Parties alongside this agreement before commencement of all clearance activities by the Clearing Agent. After the sale, where there is a balance left after all deductions of Clearing Agent’s fees has been made, the inventory of the sale representing the total amount the items were sold for and any remaining balance will also be sent to the Importer via Email, WhatsApp, Phone call or any other identifiable means of communication.
3. Request for Quotes. The Importer can request for a quote regarding the cost of the clearing service at any time before the commencement of the clearing activities from the Clearing Agent. However, it should be noted that the quote is not One Hundred Percent (100%) accurate as it is subject to an increase or decrease. Any change in the quote will be duly and effectively communicated to the Importer via Email, WhatsApp, Phone call or any other identifiable means of communication. The Clearing Agent is not responsible for the change in the quote emanating from any Customs or other regulatory changes.
4. Declaration of Goods in Container. For the clearance of any container by the Clearing Agent on behalf of the Importer, it is hereby agreed that the Importer must declare the contents of the goods in the container as stated in the Bill of Lading to the Clearing Agent in other to enable the Clearing Agent assist and render clearance services to the Importer. Any goods that are not declared to the Clearing Agent by the Importer shall be considered contraband and in the event whereby the customs seized such undeclared goods, the Clearing Agent shall not be held liable and the Importer will bear the full responsibilities of resolving the issue with the customs.
5. Mode of Payment. The Importer must make the payment of Fifty (50%) initial deposit from the Importer (As in the case of a container) and any other fees or balance payable to the Clearing Agent via the appropriate and official BANK ACCOUNT NUMBER which shall be provided by the Clearing Agent. However, the Importer can directly make payments for customs duties to the bank account of the Nigeria Customs Service (NCS). In such a situation, the Importer must inform the Clearing Agent of such intended action and the Importer is at the discretion to request for an assessment of how to carry out such payment from the Clearing Agent and same will be availed to the Importer by the Clearing Agent.
6. Age Requirement. The Importer must at least be eighteen (18) years old to access the services of the Clearing Agent.
7. Delivery of the Car or Container. The Importer can request for the car or container to be delivered to him/her/they at a designated location within Lagos State. However, such request shall be granted after the successful payment of all fees and balances of the Clearing Agent. Kindly note that any delivery which shall extend outside the border of Lagos State shall be solely borne by the Importer.
8. Statutory deductions: All statutory deductions which includes but is not limited to taxes and custom duties shall be solely borne by the Importer
9. Integration. This Agreement, including the attachments mentioned in the body as incorporated by reference, sets forth the entire agreement between the Parties with regard to the subject matter hereof. All prior agreements, representations and warranties, express or implied, oral or written, with respect to the subject matter hereof, are hereby superseded by this agreement. This is an integrated agreement.
10. Severability. In the event any provision of this Agreement is deemed to be void, invalid, or unenforceable, that provision shall be severed from the remainder of this Agreement so as not to cause the invalidity or unenforceability of the remainder of this Agreement. All remaining provisions of this Agreement shall then continue in full force and effect. If any provision shall be deemed invalid due to its scope or breadth, such provision shall be deemed valid to the extent of the scope and breadth permitted by law.
11. Modification. Except as otherwise provided in this document, this agreement may be modified, superseded, or voided only upon the written and signed agreement of the Parties. Further, the physical destruction or loss of this document shall not be construed as a modification or termination of the agreement contained herein.
12. Acknowledgements. Each party acknowledges that he or she has had an adequate opportunity to read and study this Agreement, to consider it, to consult with attorneys if he or she has so desired. The Importer by signing this agreement also acknowledges that the Clearing Agent is not an individual entity but rather a fully licensed Freight Forwarding and Clearing Company as defined in the RECITAL.
13. Force majeure/ Exemption from liability. The Clearing Agent shall not be responsible for any act which might be caused by fire, flood, epidemics, severe weather, riots, terrorism, acts of war, acts of God or compliance with applicable laws, rules or regulations of any governmental authority or by compliance with any order or decisions of any court, board or other governmental authority or by any cause beyond the reasonable control of the Clearing Agent. Where any of these unforeseen circumstances take place, the Clearing Agent will communicate same to the Importer with proof.
14. Disputes/ Legal Action. This Agreement shall be governed by the laws of the jurisdiction where the office of the Clearing Agent is located. Any controversy or dispute between the Parties to this agreement involving the construction or application of any of the terms, provisions or conditions of this agreement, shall first be resolved via arbitration in accordance to the Arbitration and Conciliation Act 2004. Where arbitration breaks down, resort will be made to a competent Nigerian Court of Law. However, where any of the Parties ventures to use coercion or any form of force which includes the use of law enforcement agencies (excluding the court or its officers) to coerce the other party, this agreement shall become null, void and of no effect, and the coerced party shall seek redress and award of damages in court.
_________________________________ of _________________________________ in the ______________________ language by _________________________________ of _________________________________ when he/she/they seemed perfect to understand same before affixing his/her/their thumb print(s), signature or seal thereon.
By: Dealer Global International Limited
Name of Representative____________________
Name of Representative:______________________