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                        (NON-EXCLUSIVE) COLLABORATIONS AGREEMENT

 

The purpose of this agreement is to enter into a long-term cooperation in order to participate in and develop Land, air and sea markets between the two

Collaborators by specifically establishing contacts and contracts with existing and potential clients engaged in foreign trade.

 

Delta Novel Srl (DN) Hereby appoints Messrs. (Collaborator)

 

to act as its Collaborator in connection with various logistics services to be provided on behalf of DN's customer(s) as directed from

time to time by DN. Such Collaborations appointment is on a non-exclusive basis. 

 

 

General Provisions

Collaborator agrees to abide by and be bound by DN's standard Terms and Conditions of Services, as they may be amended from time to time.

For purposes of such Terms and Conditions of Services only, Collaborator is deemed to be the customer.

This Collaborations Agreement shall remain in effect until such time as it may be cancelled by either party.

Any such cancellation shall be by confirmed delivery or registered or certified electronic mail and shall provide thirty (30) days notice

of any such cancellation. In the event of any such cancellation, any and all monies due and owing from one party to the other shall be paid

within five (5) working days. Collaborator hereby submits to the jurisdiction of the Italian Court and specifically waives any and all defenses

and objections in regard thereto.

In this regard, Collaborator’s hereby appoints DN as its designated Collaborator for purpose of service of legal process.

Simultaneous with the execution here of, Collaborator shall document and provide to DN the Evidence Collaborator

is properly incorporated and in good standing with all government and Authorities norms as well as Evidence of having Professional Liability

Insurance Limits in an amount not less than $250,000.00 (U.S.), Evidence all collaborator's licenses, such as customs brokerage,

freight forwarding, etc., are in good standing and Collaborator shall have a continuing duty to keep DN advised as to any developments in

connection therewith. In the event of a claim, lawsuit, fine, penalty, government or other proceeding involving DN as a result of the conduct,

action and/or inaction of the collaborator, then in such event, DN shall be entitled to be indemnified, held harmless and defended by

Collaborator and/or Collaborator's insurer. In the event of possible claims from customers relating to services rendered under this

collaborations Agreement or any of the separate Agreements, the contracting parties undertake immediately to inform each other thereof.

In case the potential liability of several parties is involved, a party shall not settle such claims without the consent of the other.

Such consent shall not be unreasonably withheld. The prevailing party, in any action to enforce this agreement, shall be entitled to

recover any and all frees in enforcement, including reasonable attorney fees. No modification shall be binding unless stated in writing and

signed by both parties hereto.

Each party agrees to work diligently and with its best efforts to promote and solicit additional freight forwarding customers and services.

Each party shall maintain sufficient office staff and equipment in order to promote and provide freight forwarding services.

Except as otherwise specifically set forth in this agreement the one party shall have no authority to sign on behalf of the other party

any contract or other instrument except such as authorized in writing. One party shall have no authority to bind the other party

by any promises or representations, unless the same shall have been previously and specifically authorized in writing by the other

for a specified transaction. One party shall not be liable for the acts of the other party in the performance of the party’s duties,

except for acts caused directly by the party. Nothing in this agreement shall be considered to create the relationship of employer

and employee between the parties hereto. Each party will handle free-hand import shipments where receiving Collaborator

will not be responsible but sending Collaborator will take full responsibility for any demurrage and detention charges from the ocean carrier

and destination terminal if ultimate consignee either abandoned the cargo (for e.g.: illegal import, counterfeit, consignee filed bankruptcy, etc.)

and/or undergoing local customs random or selected inspection where it’s procedure exceeds the allowed free time given by the ocean carrier.

It is the responsibility of the collaborator to provide local country requirements (consigning party in bills of lading, contact person(s),

legal transportation requirements etc.) upon agreement to this contract and furthermore to be kept current at all times.

 

Confidentiality

Collaborator shall not correspond or communicate with DN's customers directly unless authorized to do so by DN.

Collaborator agrees not to solicit, directly or indirectly, any of DN's customers and not to do business with any of DN's customers

unless authorized to do so in writing by DN. In the event of a violation of this paragraph, DN shall be entitled to the issuance of immediate

injunctive relief without the necessity of posting bond. Any such relief obtained by DN shall be binding and enforceable where

Collaborator is located and any place Collaborator conducts business, and DN shall be entitled to enforcement of any such order or

judgment in any location where Collaborator conducts business and Vice Versa.

 

No Modification or Amendment Unless Written.

These terms and conditions of service may only be modified, altered or amended in writing signed by both Customer and Company;

any attempt to unilaterally modify, alter or amend same shall be null and void.

 

Governing Law; Consent to Jurisdiction and Venue.

All disputes relating or however related to this contract, including those relating to its interpretation, validity, effectiveness, execution

and resolution will be devolved to a conciliation attempt be accomplished according to the provisions of the regulation of conciliation

at Ravenna Chamber of commerce conciliations office, which the parties expressly declare that they know and accept in full.

The parties undertake to use the conciliation procedure before starting any judicial arbitration.

In case conciliation not bring solution and legal proceedings are inevitable, they will be resolved by a binding arbitration.

Arbitration shall be conducted by an arbitrator whose identity shall be agreed between the Parties. In the event the Parties do not agree

on the appointment of the arbitrator, such arbitrator will be appointed by the President of the Italian freight forwarders council Association.

The Arbitration shall be held in Ravenna, Italy and shall be governed by the Italian law. Any award issued as a result of such arbitration

shall be final and binding upon the Parties as from the date it is made and shall be enforceable by any court having jurisdiction over the

Party against whom enforcement is sought. The costs of the arbitration shall be borne as determined in the award.

 

Accounting Settlements:

Please fill this form, print and  then continue on the following link: Credit Request Application

This contract is available in scanned edition and will have the same force of law as original edition in duplicate.

 

 

 

 

 

 

Company: Delta Novel Srl
  Collaborator:
Date:   Date:
Place:

  Place:

Signature:   Signature:

 

 

 

 

 

 

 

 

 

 

 

 

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