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 GLOBALINK AGENCY GUIDELINES

In the absence of an agreed set of standards upon which to operate with each other, these guidelines are set to establish a set of operating standards between members, in whole or in part, to establish a common working agreement amongst the parties.

ARTICLE 1 – APPOINTMENT

Members agree that according to these guidelines, each Member accepts its appointment, as have all other members of Globalink, to mutually appoint and act as each other’s general, non-exclusive sales and break-bulk and delivery Agent in the geographic region in which each member is located, hereinafter referred to as the “Territory”.  Each Member agrees that it will serve as such Agent in the Territory and perform all duties and responsibilities hereinafter defined in an appropriate, efficient, and lawful manner. Each Member agrees that its branch offices (if applicable) shall be notified of this agreement and shall also abide by these guidelines in the absence of any other mutual agreement amongst the parties.

ARTICLE 2 – ACTIVITIES

2.1 Member shall employ sufficient personnel and adopt adequate and best practiced procedures to enable each other to provide superior quality services to the other, preferably incorporating the ISO 9000 or 9002 standard.
2.2 Each Party shall follow the written instructions of the other party with regards to each shipment. The instructions should include appropriate costs, fees possibly agreed at the time of shipment, an agreement as to the credit terms, and other pertinent information.
2.3 Master airway bills or ocean bills of lading shall be sent on a “prepaid” basis unless the Parties agree otherwise. The international manifest of shipments in the consolidation and all relevant customs documents shall be attached to the master airway bill or ocean bills of lading.
2.4 Neither Party shall change the contents of a bill of lading or Airway bill issued by the other Party in any way without written authorization of the issuing office.
2.5 Each Party shall promptly send to the other Party a pre-alert via Internet e-mail or fax to cover every shipment. This pre-alert shall contain at least the following information: Sending agent’s reference number, MAWB or B/L number, HAWB or TB/L, shipping date, flight number, total number of pieces, weight, shipper’s and consignee’s name, port of departure, port of arrival, ETD and ETA.
2.6  On receipt of shipment, the Receiving Member shall make certain that freight and documentation are in good order and if shortages or damages are noticed, the Receiving Member shall endorse the carrier’s receipt accordingly and immediately notify the Sending Agent. Moreover, the Receiving Member shall file a preliminary notice of claim against the carrier to protect the rights of the Sending Member and handle the claim according to Article 7 of this Agreement.
2.7  For any house airway bill or TB/L consigned to the “Bank”, the Receiving Member must obtain a Bank Release confirmation in writing and/or the Bank endorsement on the house airway bill, prior to releasing the documents to the final consignee. Failure to comply with the aforementioned handling procedure will result in the Receiving Member bearing the full responsibility for any claim made by the Shipper and/or the Sending Member at the origin.
2.8 On receipt of shipment, the Receiving Member shall immediately contact the ultimate consignee or its appointed broker within 24 hours by telephone, fax, e-mail or other means. Both Sending and Receiving agents shall promptly reply to all communications and to particular requests for specific information within 24 hours from receipt. Information regarding the delivery of the documents to the consignee’s broker, or in the case of the brokerage service being provided by the Receiving Member must be communicated to the Sending Member within 24 hours.
The delivery of the shipment to the ultimate consignee must be reported as a P.O.D. with the names of the signing Parties, date and time, within 24 hours. In cases whereupon receipt remarks have been made in respect of shortage or damage, and this information is to be immediately reported to the Sending Agent.
2.9 If the consignee(s) does/do not respond to arrival notice(s) within 7 days from the arrival date, then the Receiving Member is obligated to promptly inform the Sending Member hereof. And the Sending Member must provide instructions to the Receiving Member as to how to proceed within 24 hours. The Sending Member shall be liable for any costs incurred by the Receiving Member in connection with the Sending Agent’s instructions regarding the disposition of the shipment.
2.10  If the consignee or the consignee’s appointed representative does not take immediate delivery of the shipment or refuses to pay the collect charges involved, the Receiving Member shall immediately notify the Sending Member by telephone, fax or e-mail and shall act in accordance with the Sending Agent’s instructions. In the case described here, the Sending Member would be liable for the any or all of the collect charges not paid by the consignee.
2.11  In cases where the Sending Member requires the Receiving Member to collect payment for the goods on behalf of the shipper, the Receiving Member agrees to be responsible for collecting the full C.O.D. amount. The Receiving Member will be responsible to collect, prior to releasing the cargo, a bank draft (Cashier’s check) made out in name of the vendor in the amount and currency shown on the commercial invoice. The bank draft will be sent back to the Sending Agent.
Such C.O.D. shipments must be notified by the Sending Member to the Receiving Member prior shipment (departure at origin) takes place. Failure to collect the bank draft (Cashier’s check), will result in the Receiving Member bearing the full responsibility for the full amount of the vendor’s commercial invoice and for any claim made by the shipper and/or the handling Member at the origin station. Receiving agent’s Company check, for payment of C.O.D. is not acceptable, unless agreed otherwise between either Party or Shipper. The Receiving Agent, at its own discretion, will be entitled to charge to the Sending Member a C.O.D. administrative fee for the service rendered. Such service fee should be discussed and agreed upon between the Parties, prior to shipment.
2.12 In the case of shipments forwarded on a “collect basis,” the Receiving Member shall be responsible for collecting such charges prior to making the final delivery. However, should the Receiving Member decide to grant credit facilities to the consignee or the consignee’s appointed representative, the granting of such credit facilities shall be entirely the responsibility and be at the risk of the Receiving Member. The bank charges for remitting payment back to the Sending Member should be for the account of the Sending agent.
2.13 Monies collected by the Receiving Member on behalf of the Sending Member shall remain the property of the Sending Member.
2.14 In the United States trade lanes Member shall only issue its own ocean house bill of lading if it is either a licensed or registered non-vessel operating common carrier (“NVOCC”), has appropriate bond(s) on file with the Federal Maritime Commission (“FMC”), and electronically publishes rates and charges pursuant to the shipping statues and regulations of the United States. Agents may issue ocean house bill of ladings of other members in the United States trade lanes, but only if those members are licensed or registered with the FMC, have appropriate bonds, and publish tariffs in accordance with U.S. laws. Additionally, an Member must have written authority to utilize the ocean house bill of another member.
2.15 Member agrees that it will indemnify Globalink, and any members of Globalink with regard to the usage of another member’s house bill of lading as noted herein below in Article 13.

ARTICLE 3 – SALES

3.1  Both Parties will make all possible efforts to increase both air and ocean cargo traffic between their respective markets by:

 

  1. Employing sufficient sales and marketing staff to generate business and make sales calls.

 

  1. Regularly calling existing and potential clients.

 

  1. Acting and replying to all qualified sales leads within 3 days (a lead is considered qualified when the party supplying the lead can provide a company name, a contact name, email or phone contact information, and background as to the opportunity associated with the lead).

 

  1. Personally representing routing requests, where geographically possible, within 48 hours.

 

  1. Formulating and regularly updating marketing, service and pricing changes into respective country databases.

 

  1. Monitoring competition service standards & rates and advising of changes where known.
3.2  Member agrees to adapt their rates structure to meet competition, provided the profit is maintained at a level acceptable by Globalink Members. Member agrees to coordinate negotiations with carriers jointly or separately to achieve greater service levels and lower buying rates.

ARTICLE 4 – PROFIT SPLIT – BREAK BULK FEES

4.1 A profit split on a 50-50 basis shall be granted by either Party for business jointly generated unless agreed upon otherwise prior to the shipment. Prepaid shipments, generated by the Sending Agent, will not be subject to any split profit. However, prepaid shipments generated by joint sales activity, will be subject to a profit-sharing. Member and Globalink Members shall thus share gross profit on direct and consolidated shipments and on prepaid shipments jointly secured to and from either country. No break bulk fee shall be charged by either Party.
4.2 The Parties shall determine the amount of profit derived from each shipment by deducting from the total revenue, the local costs and freight (ocean or air) costs, taking into account all legal commissions, rebates and incentives.
4.3 Warehousing and containerization charges for export shipments are to be borne by the Sending Agent. Importing expenses for de-containerization, warehousing and break bulk are to borne by Receiving Agent. These expenses are excluded from the profit split calculation unless otherwise agreed between the Parties.
4.4 Profit split will be settled by issue of credit note on a shipment-by-shipment basis or by a consolidated statement/credit note issued each month to each Party’s corporate office or as agreed between the Parties. The issuance of a profit split is the obligation of the Sending Agent. Credit notes for profit splits are to be issued no later than 7 days after the date of shipment. Either party shall be entitled to offset any undisputed sums due from one Party to the other Party.

ARTICLES 5 – COMMUNICATION

5.1 Each Party will be responsible for its own costs in respect of communication costs whether related to sales, operations, and performance responsibilities within the Agreement.
5.2 No information whatsoever in relation to the cooperation between Member and Globalink Members– sales and operational – shall be given to a third party, other than that which may be required by a statutory body, without both Parties written consent.
5.3 Both Parties will exchange details of operational procedures, names of key personnel, tariffs and any further information, which are deemed to be useful to maintain and increase mutual cooperation.

ARTICLE 6 – CARGO CLAIMS

6.1 If any notice, information or claim is received by either Party ( or its servants or agents ) that any shipment has been damaged, lost, short-landed or in any way affected, which may give rise to claims or other liabilities, then the Receiving Member shall notify ( or procure that its servants or Member notifies ) the Sending Member within 24 hours.
6.2 No Party shall admit liability on behalf of the other Party without the written approval of that Party. Each Party shall procure that its servants and agents do not admit liability in any circumstance.

ARTICLE 7 – ACCOUNTING

7.1 The Parties shall keep accurate and separate records and accounts for the shipments transacted under this Agreement, and, if required to do so by the other Party, then each Party shall provide a copy of such records and accounts to the other Party.
7.2 Settlement of all invoices shall be made in United States Dollars (“USD”) wherever possible, or in another currency with the prior mutual written agreement by both Parties. The amount must be paid in the agreed currency, free of bank commissions. The rate of exchange shall be the rate of exchange on the date of the invoice as published by the currency calculator on www.bloomberg.com, or any other internationally recognized currency converter, which ever is accurate an acceptable in international commerce.
7.3 Members agreed that ocean shipments are to be paid 45 days from invoice date, and all other non-disputed invoices are to be paid within 30 days of invoice date or as agreed between the Parties prior to shipment. If there is a not communication and agreement between the Parties prior to shipment, then these stated terms will apply.
7.4 By the 7th of each calendar month or as agreed between the Parties, the Parties shall send their respective statements of accounts, showing all receivable and payable transfers between them for the preceding calendar month. By the 15th of each calendar month, the Parties shall have their accounts reconciled and approved by the other Party for payment. Payment shall be affected by the following last working day of each calendar month. Should the aggregate of the offset amount be less than the equivalent of USD 500, then that amount shall be rolled-over to the following month without interest. An interest of 1% per month and any other charges due to the devaluation of the respective country’s currency will be imposed thereon by the creditor at its own discretion for amounts above US$500.
7.5 Each Party will set up a credit limit of USD 10,000 or as agreed between the Parties. Should the credit limit be reached before the credit term period agreed upon, payment shall be effected earlier and upon request of the creditor. It will be at either Party’s discretion to lower or raise such credit limit.
7.6 Both Parties agree to supply each other with a credit note for profit share supported by a summary detail. Single credit note on a per shipment basis is allowed. Freight bill for the total freight charges deducted from the credit amount due to the Member for profit share in the form of “net billing”, is also allowed.
7.7 Any disputed invoices should be discussed and settled within 10 days.
7.8 Notwithstanding anything herein contained, the Parties acknowledge that when one Member is collecting money on behalf of the other, then it is acting purely in a fiduciary capacity.
7.9 Members agree that the originating party shall pay their full bank charges associated with the wire transfer of funds, and the receiving party shall pay their bank charges for receiving wire transfers. This applies to the payment of Globalink invoices or charges as well.