China PlusLOGISTICS LTD.

AGENCY AGREEMENT

THIS IS AN AGREEMENT BETWEEN: THE PARTY A –CHINA PLUS LOGISTICS LTD

AND: THE PARTY B -*************.

MADE FOR THE PURPOSE OF: TO ESTABLISH AN AGENCY AGREEMENT BETWEEN TWO PARTIES FOR THE PURPOSE OF REPRESENTATION AND PROMOTION OF BUSINESS BETWEEN TWO PATIES.

AGREEMENT TERMS: (1-9)

  1. DOCUMENTS – BOTH PARTIES TO ISSUE THEIR OWN (HOUSE) BLS AND IN CASE OF CONSOLIDATED-CARGO MANIFEST PER CONTAINER. PROVIDE SHIPMENT PRE-ALERT AND P.O.D. FOR EACH INBOUND/OUTBOUND SHIPMENT. ALL LETER OF CREDIT SHIPMENT MUST RELEASE AGAINST BANK ENDORSEMENT PRESENT BY CONSIGNEE WITHOUT FAIL. THE PARTIES ARE NOT ALLOWED NOR AUTHORIZED BY THIS AGREEMENT TO USE AND ISSUE THE B/L FORMS PRINTED AND USED BY THE OTHER PARTIES UNLESS A PRIOR AND WRITTEN CONFIRMATION OF SUCH AUTHORITY HAS BEEN SECURED FROM THE OTHER SIDE.

THE PARTIES ARE BOUND TO COLLECT FROM THE REAL CARGO RECEIVERS THE ORIGINAL B/L ISSUED BY THE PARTIES FOR RENDERING THE SAME TO THE ISSUER FOR CANCELLATION BEFORE RELEASE PHYSICALLY THE DELIVERY ORDER AND OR THE SHIPMENT ITSELF TO THE CARGO RECEIVERS.

THE PARTIES ARE NOT ALLOWED TO RELEASE CARGO TO THE RECEIVERS AGAINST ANY BANK GUARANTEE AS SUBSTITUTE OF ORIGINAL B/L ISSUED BY THE OTHER PARTY UNLESS THE PARTY AND OR ITS SUB AGENT AT DESTINATION GUARANTEE THE SIGNATURE GIVEN ON SAID GUARANTEE IS THE TRUE AND AUTHORIZED SIGNATURE OF SAID BANK AND THE DULY SIGNED BANK GUARANTEE HAS BEEN FAXED TO THE B/L ISSUING PARTY FOR THEIR CONFIRMATION OF ACCEPTANCE.

  1. HANDLING & PROFIT SHARE – NO BREAKBULK OR HANDLING FEE FOR ALL INBOUND PREPAID/COLLECT SHIPMENT SHIPMENTS BOTH SIDES. PROFIT AGREE SHARE ON 50/50 FOR ALL ROUTING ORDER/NOMINATION OR SALES LEAD ACCOUNT. FOR OTHER SPECIFIED TERMS WILL BE IN ACCORDANCE WITH THE ONES IN APPENDIX PAGE IF ANY.
  2. ACCOUNTING – PARTIES WILL EXCHANGE STATEMENTS OF ACCOUNTS MONTHLY AND SETTLE IMMEDIATELY TO THE COUTERPARTY WHEN THE AMOUNT IS OVER THE CREDIT LIMITATION –USD10,000, BOTH PARTIES AGREE TO SETTLE THESTATEMENT WITHIN60DAYS(FROM THE BEGINNING OF THE MONTH WHEN THE SHIPMENT IS ON BOARD AT LOADING PORT).FOR EXAMPLE, ALL CHARGES RELATED TO ALL SHIPMENTON BOARD IN JAN MUST BE SETTLED BEFORE THE END OF FEBRUARY ON CONDITION THAT THE OUTSTANDING AMOUNT IS UNDER THE CREDIT LIMIATATION – USD10,000.FOR ANY AIR FREIGHT SHIPMENT, THE FREIGHT SHOULD BE SETTLED WITHIN 15DAYS ACCORDING TO IATA RULES. QUERIES ON STATEMENTS SHOULD BE ADVISED BY FAX OR E-MAIL TO THE NOMINATED CONTACT WITHIN 14DAYS FROM RECEIPT OF STATEMENT.

BOTH PARTIES MUTUALLY AGREE TO OFF-SET THE OUTSTANDING AMOUNTS IN PROPER TIME UNDER THE WAY OF MB/L FREIGHT COLLECT WHILE HB/L FREIGHT PREPAID.

  1. DEBIT/CREDIT – PARTY IN LOADING PORT ISSUE ALL DEBIT/CRDIT NOTES. ANY LOCAL CHARGES ON BOTH OUTBOUND/INBOUND CARGOES WILL BE CHARGED TO SHIPPER/CONSIGNEE ACCORDING “CUSTOM OF THE PORT / COUNTRY”. PARTIES WILL DEBIT EACHOTHER SEPERATLEY PER SHIPMENT EITHER FCL OR LCL. DISPUTE OF DEBIT/CREDIT MUST BE ADDRESSED TO THE OTHER PARTY NO LATER THAN 30DAYS FROM DATE OF ISSUING.
  2. CO-OPERATION DEVELOPMENT – PROVIDE EACH OTHER WITH ALL NECESSARY TOOLS TO CANVASS FOR FCL/LCL CARGOES, SUCH AS TARIFFS, RATES, CARGO-LEADS, ETC. DEVELOP CONSOLIDATION SERVICE IN BOTH DIRECTIONS.
  3. ADDITIONAL AGREEMENT - ACCORDING TO LOCAL FORWARDING RULES, SHIPPER CAN GET HB/L FROM FORWARDER BEFORE HE/SHE SETTLE FREIGHT. WE PAY FREIGHT TO CARRIER/LINERS ONLY AFTER WE RECEIVE THE PAYMENT FROM SHIPPER. ANY DEMURRAGE IN YOUR SIDE CASUED BY LATER-PAYMENT OF SHIPPER IS FOR THE ACCOUNT OF CONSIGNEE. OVERSEA PARTNERS ARE ALSO REQUETED TO HOLD THE CARGOES AGAINST OUR NOTIFICATION SOMETIME.
  4. DURATION –THIS AGREEMENT WIL COMMENCE ON THE DATE OF SIGNATURE AND WILL BE VALID FOR THE PERIOD OF 12MONTH.
  5. GOVERNING LAW AND JURISDICTION: THIS AGREEMENT AND RELATIONS BETWEEN THE PARTIES SHALL BE GOVERNED IN ACCORDANCE WITH THE STATE / COUNTRY (WHERE THE PARTY A LEAGALLY REGISTERED) LAW IN RESPECT OF SHIPMENTS CONTROLLED BY PARTY A AND IN ACCORDANCE WITH THE STATE / COUNTRY (WHERE THE PARTY B LEAGALLY REGISTERED) FOR SHIPMENTS CONTROLLED BY PARTY B.
  6. AUTHORITY: THE UNDERWIRTTEN SIGANATORIES HAVE THE AUTHORITY TO ENGAGE THE RESPONSIBILITIES OF THEIR RESPECTIVE CONTRACTING PARTIES IN ALL MATTERS PERTAINING TO THIS AGREEMENT.
  7. CONFIDENTIALITY: BOTH PARTIES AGREE THAT INFORMATION EXCHANGED CONCERNING EACH OTHER RESPECTIVE COMPANIES, INCLUDING, BUT NOT LIMITED TO, REPORTS, CUSTOMER NAMES, COPIES OF B/L, ROUTING ORDERS, SALES LEADS, ETC., SHALL BE DEEMED TO BE A TRADE SECRET, AND THE SOLE PROPERTY OF THEIR RESPECTIVE COMPANIES FOR THE EXCLUSIVE USE OF THEMSELVES AND THEIR EMPLOYEES. VIOLATION OF THIS CLAUSE SHALL CAUSE IMMEDIATE TERMINATION OF THIS AGREEMENT, NOTWITHSTANDING ANY FURTHER ACTION NECESSARY BY EITHER PARTY AS RE-COMPENSATION FOR SUCH VIOLATION.

FOR AND ON BEHALF OF: FOR AND ON BEHALF OF

CHINA PLUS LOGISTICS LTD ****************.

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(POPPY WONG AS GM) ( )

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