TRANSPORT LOGISTICS SERVICES AGREEMENT.docx

1、TRANSPORT LOGISTICS SERVICES AGREEMENTAGREEMENT FOR TRANSPORTATION LOGISTICS SERVICEStable of contents1. INTERPRETATION 12. SERVICES TO BE PROVIDED BY TRANSPORTATION PROVIDER 23. RATES, CHANGES AND PAYMENTS 54. OBLIGATIONS AND RIGHTS OF PRODUCER 75. PERFORMANCE REQUIREMENTS 86. TERM; TERMINATION 87.

2、 CLAIMS 98. BILL OF LADING 99. INSURANCE 910. RISK OF LOSS; LIABILITY 1011. INDEMNIFICATION BY TRANSPORTATION PROVIDER 1012. CONFIDENTIALITY 1113. SEVERABILITY 1214. ASSIGNMENT 1215. FORCE MAJEURE 1216. TRADEMARKS 1317. ENTIRE AGREEMENT 1318. Independent Contractors 1419. AMENDMENTS 1420. No Waiver

3、1421. NOTICES 1422. APPLICABLE LAW AND JURISDICTION 15SCHEDULE Service, Performance and Reporting Specifications and Requirements 171. Service Specifications 172. Performance Requirements 173. Reporting 18Optional schedules 20SCHEDULE : Warehouses 20schedule : Additional Transportation Provider Obli

4、gations 20THIS AGREEMENT is made the day of , 20 at place.BETWEEN : 1) LIMITED (a company incorporated in, and existing under, the laws of ) with its registered address at (hereinafter Producer) ; and 2) LIMITED (a company incorporated in, and existing under, the laws of ) with its registered addres

5、s at (hereinafter Transportation Provider).WHEREAS:A. Producer requires transportation and logistics services in order to enable it to distribute its products to its customers.B. Transportation Provider carries on business as a third party logistics provider arranging and providing for the transport

6、ation of various goods and has agreed to provide such services to Producer on the terms and conditions hereinafter contained. NOW IT IS HEREBY AGREED as follows:1. INTERPRETATION1.1 In this Agreement, unless the context otherwise requires:Products means any manufactured, marketed and sold by Produce

7、r under the trade mark(s) or brand name(s) or such other brands as Producer may own, produce, market, supply or sell during the term of this Agreement; Goods means Products and any other items, including (without limitation) empty cases, pallets, point of sale (POS) items and packaging materials tra

8、nsported by Transportation Provider on behalf of Producer;Manufacturing Plant” means any of the premises at which Products are manufactured by, or on behalf of, Producer and listed in Schedule 1 as supplemented or amended from time to time by written agreement of the parties hereto; Warehouse” means

9、 any of the warehouses listed in Schedule 2 as supplemented or amended from time to time by written agreement of the parties hereto; Carrier means an owner/operator of a motor vehicle engaged by Transportation Provider to transport Products pursuant to this Agreement; Customer means a distributor or

10、 vendor of Products appointed or licensed by Producer; Supplier means any person, other than a Customer or the owner or operator of a Manufacturing Plant or Warehouse to which Goods may be transported or delivered from time to time; Transportation Logistics Services means the services referred to in

11、 Clause 2 of this Agreement; Transportation Representative shall be the person designated by Producer from time to time to receive notices pursuant to Clause of this Agreement; and.Transportation Services means the actual carriage of Products and other Goods.1.2 In this Agreement, references to Clau

12、ses or Schedules are references to clauses of, or schedules to, this Agreement. Each Schedule shall have binding effect as if set out in this Agreement.2. SERVICES TO BE PROVIDED BY TRANSPORTATION PROVIDER2.1 During the term of this Agreement, Transportation Provider hereby agrees to provide Produce

13、r with the Transportation Logistics Services more fully described in this Clause. Transportation Provider shall provide such services in accordance with the specifications set out in Schedule and . Transportation Provider shall:(a) Arrange and carry out not less than Details, Percentage of Transport

14、ation Services relating to shipment of Products and other Goods to and from each Manufacturing Plant;(b) Arrange and carry out not less than Details, Percentage of the Transportation Services relating to shipment of Products and other Goods to and from each Warehouse;(c) Arrange the safe and prompt

15、shipment of Products and other Goods throughout the Territory, region to, from and between Manufacturing Plants, Warehouses, Customers, Suppliers and other authorised recipients of the Products, if so requested by Producer;(d) Time being of the essence with respect to shipment of Products, provide a

16、ll equipment necessary to effect the safe and prompt shipment of Products from their place of origin to destination. Transportation Provider agrees that it will not accord to any other customer or client any higher level of priority than that given to Producer, whether in relation to the availabilit

17、y of transport equipment, adequate space, shipping schedules or otherwise; (e) Provide a direct shipment service from place of origin to destination in respect of Goods delivered to it by the Producer;(f) Ensure optimum Product loads for delivery from each Manufacturing Plant in accordance with inst

18、ructions given by Producer, in order to reduce the cost of shipment, maximize delivery vehicle utilisation, and deliver Products promptly. For such purpose, Transportation Provider shall give to Producer access to the load optimisation system so that Producer may perform load optimisation as needed,

19、 for testing and modelling purposes or actual use, at no additional charge to Producer. Specifications for the load optimisation system and processes are set out in Schedule ; (g) Use its best efforts to effect cost savings for Producer in either the rates charged by Transportation Provider or by im

20、proving the processes and procedures for shipment of Goods by Producer;(h) Arrange for the transportation of returnable Goods, such as over-age or spoiled Products, pallets (as applicable), from Customers and Suppliers in the territories listed in Schedule , to Manufacturing Plants, Warehouses or ot

21、her locations as may be designated by Producer, and use reasonable endeavours to reduce quantities of returnable Goods at Customers locations and reduce return freight costs, in accordance with the Performance Requirements specified in Schedule . In the case of Territories not listed in Schedule , t

22、ransportation of returnable Goods shall require prior written authorisation by the Transportation Representative;(i) Provide such information to Producer, including by means of electronic communications, as Producer may from time to time require and ensure that it takes all necessary action whenever

23、 Producer gives information to it for, or in connection with, the implementation of this Agreement;(j) Perform such specialist services as may from time to time be agreed including, without limitation, expedited transit and/or the use of special equipment such as refrigerated vehicles;(k) Arrange an

24、d carry out Transportation Services associated with the shipment of Products and other Goods from and to any Secondary Producers Plant term to be defined, but only to the extent specifically requested by Producer. It is understood and agreed that any Secondary Producer Plant shall be primarily servi

25、ced by another third party logistics provider or carrier with whom Producer has a direct contractual relationship;(l) Arrange and carry out Transportation Services associated with the shipment of Products and other Goods from and to any Secondary Warehouse term to be defined, but only to the extent

26、specifically requested by Producer. It is understood and agreed that any Secondary Warehouse shall be primarily serviced by another third party logistics provider or carrier with whom Producer has a direct contractual relationship.2.2 Transportation Provider shall have the right to subcontract the T

27、ransportation Services to be provided hereunder to other Carriers, provided that any such Carrier shall be reasonably acceptable to Producer by written notice to the transportation Provider and qualified to perform the required Transportation Services. The terms and conditions on which any such Carr

28、ier may be appointed by Transportation Provider shall not conflict with any of the terms and conditions set out herein and shall not affect the Transportation Providers liability for the entire transportation of the Products. Transportation Provider2.3 Transportation Provider shall have and maintain

29、 at all times all necessary licences and permits during the continuance in force of this Agreement, and subcontract Transportation Services only to Carriers who demonstrate that they have appropriate licences to carry and ship the Products, including, without limitation, specific products, as may fr

30、om time to time be required by any applicable governmental authorities or regulatory bodies. 2.4 During the continuance in force of this Agreement, Transportation Provider undertakes to Producer that it will observe and comply with all rules and regulations established by the Name of Licensing and o

31、ther authorities, agencies having jurisdiction over the Transportation Services to be performed pursuant to this Agreement. Transportation Provider shall also maintain a satisfactory safety rating with the Transport department.3. SERVICE QUALITY3.1 Producer requires Transportation Provider to be ISO

32、 9000 certified and have a quality system based on the ISO 9000 series standards in performing all the Services.3.2 In areas of any of the Services in respect of which no ISO-9000 certification is obtained, the following elements shall be present:(a) Clearly defined responsibility and authority for quality system, training of personnel, disposition of non-conforming material.(b) Documented qu