Basic contents of a freight forwarding contract

my country's freight forwarding industry is exclusively operated by corporate legal entities that are registered with the national industrial and commercial administration department and have obtained a business license. No other units or individuals are allowed to operate. Therefore, the agent in the freight forwarding contract is a specific subject. There is no limit to the scope of the principal in the freight forwarding contract, which can be state agencies, enterprises and institutions, mass organizations, individual citizens, individual industrial and commercial households, etc.

As far as freight forwarding contracts are concerned, due to the needs of the agency business, a variety of civil legal relationships will occur between the principal, the agent and even third parties. Correspondingly, agents are in various legal positions. When handing over goods to the carrier or going through procedures such as expediting, certification, exchange settlement, customs declaration, inspection, etc., because the agent has a relationship with a third party in the name of the principal, which conforms to the characteristics of an entrustment contract, the agent is called the owner of the goods here. The agent of the party (principal). However, when the agent must negotiate the means of transportation in his own name as agreed by both parties or in accordance with relevant regulations, and provide warehousing, maintenance and packaging, short-distance transportation and other services to the client in accordance with the contract, if there is a lack of conditions for the formation of an agency relationship, the agent shall is not established. Obviously, it is difficult to identify provisions that apply only to agents in the various relationships described above. A freight forwarding contract is a service contract. In addition to the general characteristics of this type of contract, it also has its own characteristics from the perspective of the legal relationship between the contract subject, object, and contract parties.

The basic terms of the freight forwarding contract are listed here, with a brief description for reference when both agents sign the contract.

(1)Contract name

You should pay attention to the agency method, whether it is an exclusive agent or multiple agents, a buyout agent or a commission agent.

(2) Preceding paragraphs

The preceding paragraphs should include the date of establishment of the contract, parties and place of conclusion, cause of action, etc.

①Date of establishment. Usually the agency contract is signed by both parties in the same place, and is usually accompanied by a date of establishment. However, if it is signed in a different place, due to different signing dates, the contract shall be established on the date when the signatures of both parties are completed and the expressions of intention of both parties take effect. day.

②Party. The name and address of the party concerned should be recorded. If it is a legal person, its type, business license number, headquarters location, etc. should be recorded.

③The place where the contract is concluded. In cross-border agency disputes, the law of the place where the contract is concluded is the applicable law for arbitration and judgment of contract disputes.

④Cause of action. Briefly explain the reasons, process and purpose of entering into the agency contract.

(3) Selection and appointment of agents

In the agency contract, the relationship between the principal and the agent is a master-slave relationship. The principal’s authorization must be accepted by the agent. The agency relationship is established. Therefore, on the one hand, the principal appoints the agent, and on the other hand, the agent must be appointed to act as agent for the agency relationship to be valid. The agency content of an authorized agent must be clearly stipulated in the contract, that is to say, it must be clearly stated whether it is a media agent or a contracting agent, and whether it is an exclusive agent or a general agent.

(4) Agent’s obligations

The agent’s obligations mainly include: obeying the instructions of the principal; when there is contracting authority, what is the size and scope of the authority; disobeying instructions or ultra vires responsibilities.

(5)Agency area

Regarding the agency area, it is generally for exclusive agents, which stipulates that within a certain market area, exclusive agents have exclusive agency rights. After the agency area is stipulated in the agency contract, it should also stipulate: whether the client is prohibited from directly or indirectly selling agent products to the agency area; whether the agent is prohibited from acting as an agent or distributing other products that compete with the agency's products in the agency area

(6) Agency business

It should be defined as a freight forwarder, transportation consulting agent or comprehensive agent.

　(7)Agency authority

The terms of agency authority mainly include: providing agency transportation services; providing warehousing and storage services; providing agency services for administrative and financial procedures; and providing processing contracting services, the purpose of the above services are all for transportation. The services provided by the transport agent must be related to transportation, which is a significant feature of the transport agency contract. Subject to this restriction, the transportation agent does not provide services such as medical treatment and lawyers that are not related to transportation.

(8) Selection of sub-agents or assistants

A sub-agent is an agent selected by the agent, and an assistant is a competitor of the agent. A general agency contract should stipulate that without the consent of the principal, the agent shall not select any sub-agent. If a sub-agent is selected, it shall be regarded as one of the principal's agents. He shall act on behalf of the principal and shall have the rights and responsibilities of the principal. People bear it.

　(9) Minimum agent sales volume

This provision is to stimulate the enthusiasm of agents and strive to open the market for the client. This provision is usually aimed at exclusive agents. In other words, when it comes to non-exclusive agency, there is usually no minimum agency sales volume.

(10) Processing of orders

The main contents are: agents have no right to accept orders or sign contracts on their behalf; after accepting orders, agents should quickly transfer them to the client, and the client has the right to Decide whether to accept the order; the principal shall promptly notify the agent of the acceptance or rejection of the order.

(11) The burden of commission agency fees

This is an important content of the transportation agency contract, which must stipulate the method and proportion of payment of transportation agency fees.

(12)Business Report

The relationship between the agent and the client is based on trust, and the trust relationship is based on the exchange of information between the two parties. Agents shall report their activities and market conditions to the principal. If there are other things that need to be reported, specific provisions should naturally be made. In order to keep the agent relationship close, the client should also provide its sales plan and market trends to the agent at any time. In addition, if the principal needs to change the conditions in terms of price, payment or other relevant aspects, it should also notify the agent at any time and stipulate when such changes will take effect. The reporting period should in principle be reported at any time. However, when there are not too many matters, the principal can also require the agent to report regularly, such as at least once a month or a quarter, etc.

　(13) Promotion

Since the agent is the trustee, he should naturally work hard to promote. This clause is stipulated to clarify this point, which is conducive to protecting the rights and interests of the principal. In the terms of publicity and advertising, the principal should stipulate that if the agent makes improper publicity, it is deemed to be negligent in handling agency affairs and the principal shall be responsible for compensation.

(14) Protection of intangible assets

Intellectual properties such as trademark rights, patent rights, and copyrights are the intangible assets of the client and should be protected in the agency contract. When this is not stipulated in the agency contract, the agent has no right to appropriate the client's intellectual property rights. For example, in terms of trademark rights, the agency contract can stipulate that: the agent shall not use all or part of the trademark as any sole proprietorship, partnership or company name; the agent shall not use the principal's trademark for other purposes other than those stipulated in the agency contract; The agent shall not arbitrarily register the client's unregistered trademark and regard it as existing; this clause also stipulates how to deal with the client's intangible assets when they are infringed.

For example, railway emblems do not have registered trademark rights. There are many individual consignment points operating under the brand name of railway consignment (agent), but in fact they have nothing to do with railway transport companies.

(15) Provisions on the contract period

This article should mainly stipulate two points: First, the agreement on the contract period, that is, the agreement on how long the agency relationship between the principal and the agent shall be maintained. time. Due to the respective development needs of the principal and the agent, the length of the agency period also changes accordingly.

If the client intends to use an agent to enter foreign markets and then set up its own marketing outlets to replace the functions of the agent, then it may consider entering into a shorter agency contract. If the client is unable to expand the market by itself or the cost of setting up its own marketing outlets is too high, it can enter into a long-term agency contract with the agent. The second is the way to extend the agency contract. After a certain period of cooperation, if both the client and the agent are satisfied with each other, they will consider extending the validity period of the agency contract after the contract expires. This is the issue of extension of agency contracts. Some agency contracts adopt the method of automatic extension, which stipulates that within a certain period before the expiration of the agency contract, if one party does not express the intention to terminate the contract to the other party, the agency contract will be automatically extended.

　(16) Termination of the contract

If the contract expires and both parties fail to extend the contract; agency sales do not reach the minimum amount; one party to the contract becomes bankrupt, liquidated, or dies (natural person) ; The contract may be terminated when the court orders suspension of business, reorganization, merger, transfer, etc. Generally, it should be stipulated that the termination of the agency contract will not affect the rights and obligations that occurred before the termination of the contract. For example, although an order accepted during the validity period of the contract has not yet been delivered, it should still be delivered in accordance with the contract, and the commission will be paid to the agent as originally stipulated.

(17) Prohibition on bribery clauses

It should be stipulated that agents shall not use their status as agents to accept bribes or conduct private transactions.

(18) Force majeure clause

Generally speaking, if the agent or the principal fails to act in accordance with the contract, he will be punished in accordance with the contract. However, if this behavior is caused by force majeure, will be exempted from punishment. Neither party shall be held responsible for any failure or delay in performance caused by force majeure. Force majeure includes: natural disasters, government orders or restrictions, war (including declared and undeclared war), movement, traffic jams, embargoes, revolutionary outbreaks, riots, strikes, plagues and other emergencies such as fires, floods or other extraordinary events Events over which both parties have control.

(19) Notification Clause

In the agency contract, it should stipulate the notification method and notification address used by both parties to notify each other, and the notification method should be notified to the other party after changes. Any notice to exercise this agency contract shall be sent by fax, registered mail or courier to the correspondence address. If either party changes its mailing address, it shall notify the other party.

(20) Transfer clause

Generally, it should be stipulated that the agency contract shall not be transferred unless there is a special agreement. This is because agency contracts are based on a relationship of mutual trust. The parties may also stipulate in the contract a transferable agency contract. However, doing so will give both parties a sense of instability, so the possibility of adoption is very low.

(21) Applicable law clauses

In international transportation agencies, since the principal and the agent are in different countries and the laws of each country are different, in order to prevent future disputes, Both parties must agree on which law will govern. If there is no agreement on the applicable law, the applicable law will be determined based on the nationality, residence, place of conclusion of the contract, and place of performance of the contract of the parties. Generally, only the name of the country is required. However, for federal countries, since each state has different laws, it is necessary to stipulate which state's law shall be the governing law.

(22) Arbitration Clause

When the principal and the agent have a conflict or dispute, they can resort to law, or the arbitrator can make a decision based on the consensus of both parties. issue a fair and reasonable arbitration decision. In real life, when a conflict occurs, resorting to law is not necessarily the best solution. Because resorting to law is often cumbersome, expensive, and not resolved in a timely manner, and after a lawsuit, the relationship between the two parties breaks down and the cooperative relationship can no longer be maintained. The arbitration method has simple procedures, low costs, and quick resolution; and it can resolve disputes fairly and reasonably; arbitration generally does not destroy the emotions of both parties, and the relationship between the agent and the agent can still be maintained, and the arbitration result is the same as the court judgment. Have binding effect.

If both parties agree to arbitrate certain disputes that may arise, they should enter into the following clauses: indicating their agreement to resolve disputes and controversies by arbitration; the scope of arbitration; stipulating which aspects of disputes can be arbitrated and which aspects of disputes cannot be arbitrated. It can be resolved by legal proceedings, including the place of arbitration and the arbitration institution; the selection method of a specific arbitrator or arbitrators; the applicable rules of arbitration; and the method of bearing arbitration fees, which are generally borne jointly by both parties.

(23) Jurisdictional Court

When disputes in an agency cannot be resolved through private settlement or arbitration, both parties will consider resorting to law. If the agency contract does not stipulate the competent court, the parties can file a lawsuit in any court (except in countries with specific provisions on the competent court). At this time, both parties try to choose a court that is beneficial to them as the competent court. In order to avoid disputes between the two parties, both parties should agree in advance. For example, it is stipulated in the contract: This contract shall be governed by English law and shall be subject to the jurisdiction of the High Court of London, England. ?This provision not only points out that the country where the jurisdictional court is located is the United Kingdom, but also specifies a certain court, that is, the High Court of London, United Kingdom, so it is relatively clear and specific.

(24) Complete contract terms

The so-called complete contract terms refer to: before reaching a written agency contract, the two agents may communicate in non-writing (such as verbally) or by telegram, etc. If an agreement has been reached, then a complete contract clause must be entered into a formal agency contract, which stipulates that all previous agreements in non-written form or telegraph form shall be invalid, and the contract shall be the criterion. If this clause is not entered into, when the unwritten form and the formal agreement are different, and the two parties have a dispute, there will be disagreement about which contract should be used as the criterion.

(25)Original clauses

The right to use the original clauses is: when the two agents are in different countries, the sales agency contract is often concluded in two separate contracts in the languages ??of the two countries. The meaning of the contract is of course the same, but due to the subtle differences in semantics between countries and the different levels of translation, there are more or less semantic differences between the two agency contracts. For the sake of uniformity, a contract in a certain language can be stipulated as the original contract and serve as the criterion for determining the rights and obligations of both parties. The principal and the agent generally strive to have a contract signed in their own language as the original contract.

　(26) Closing clauses

Closing clauses usually include the following: the number of production copies in this contract; the date of signing; the contract will take effect after signing; the signature or addition of the parties Seal. Three points should be noted about the signatures of the parties: Countries with common law systems stipulate that a seal must be affixed for the contract to be effective; when an agent signs on behalf of the client, it should be clearly stated that the agent is the agent of the principal, otherwise the contract will not be effective; the parties to the contract If it is a legal person, it should be signed by a representative with the right of representation; if it is signed by a representative without the right of representation. ;