Legal Agreement


Legal Agreement

AGREEMENT
THIS AGREEMENT is entered into effective as of 8th November, 2018 by and between JKL Industries, Inc, a manufacturer and distributor of heavy equipment for customers located in Philadelphia, PA 18195, and Compania Importa Taralia, an oversea exporter, located in Taral City, Taral.
            WHEREAS:
1)      JKL Industries have agreed to start engagements regarding the potential export of their heavy equipment between JKL Industries Inc and Compania Importa Taralia.
2)      JKL Industries Inc and Compania Importa Taralia accepts that it is critical during the contract engagements to provide for an arbitration clause to ensure that all disagreements are resolved in New York based on the New York Law.
3)       This agreement lays out the basis on, which the export business between the two parties will be handled effectively.
In consideration of the agreed contractual provisions and other critical consideration, the parties agree as follows:
1.      Statement of Business Relationship: JKL Industries, Inc will sale heavy equipments to Compania Importa Taralia and protect the equipments to ensure that they not damaged until they are free on board.  JKL Industries Inc will provide physical evidence of the equipments are on-transit  to Compania Importa Taralia.
2.      Rights and Obligations: JKL Industries Inc will ensure that all goods to be delivered to Compania Importa Taralia conforms with the order description and they shall be free from any form of detects during the time of shipment. Upon delivery of the goods to the FOB's warehouse of JKL industries Inc, Compania Importa Taralia will make payment in full. Both parties have responsibility to update and verify the shipping terms regularly to avoid potential confusion on the key shipping, insurance, and assignment terms and provisions.
3.      Prices and Payments: The prices of the goods will be indicated, but will be subject to changes to the prevailing prices as at the date of shipment. In case of an overshipment or undershipment, the Compania Importa Taralia will pay in full and consider the order completed.
4.      Delivery Date: The delivery dates will be estimates. The seller shall not be responsible for any delays or inability to deliver the heavy equipments because of strikes of labor, accidents, fire, acts of nature,  and other situations beyond the control of the seller. Most importantly, JKL Industries shall not be deemed liable for the loss of profits, or incidental and consequential damages of any nature to the goods.
5.      Return Policy: This agreement stipulates that products will not be returnable for replacement unless the seller allows for them to be returned.  
6.      Term and Termination: The initial term of the export agreement will be for 5years from the effective date of this export agreement. This agreement will be reviewed for renewal after the 5 years. Either of the parties can decide to terminate this agreement with or without any valid reason after the first 3years, provided that they issue a 2 months' advance written notice of contract termination is presented to the non-terminating part by the party intending to terminate this agreement.
7.      Entire Agreement; Amendment: This agreement comprises of the full understanding between the two parties and overrules all meetings, engagements, oral and written communications and any other communications relating to the sale and export of the heavy equipments between the parties. This agreement cannot be amended without writing to the parties on the intended modifications to the agreement.
8.      Arbitration: In case of any disagreements, they will be settled in New York under New York Law. Disagreements could include payment delay concerns, damages to goods, and alterations to the invoices among others.
9.      Application Law; Construction: This agreement will be regulated and performed in compliance with the New York State laws and CISG on international sales agreements, without considering any conflict to other legal frameworks and laws from other jurisdictions. This agreement will always been seen as fair to all parties, and it will not favor any party.
10.  Third Party Beneficiaries: This agreement only exists for the direct or implied of the parties to the agreement and their respective assigns. No third party individual or organization will be considered to be a beneficiary to this agreement.
11.  Modifications:  In compliance with  CISG's parol evidence rule, any modifications made to the order and the invoices must be in writing and signed by JKL Industries Inc to avoid any conflicts and confusion.
12.  Parties Bound:  This agreement will always be binding to each of the parties and their respective successors.
13.  Further Actions: Each party to this agreement will perform and deliver such records and documents and take such further actions as it could be necessary for the party to perform their obligations as implied in this agreement.
14.  Mutual Understanding: Every party has read this full agreement, understands the entire content, and they had a chance to get independent legal advice on the legal implications of this agreement, and is not under duress to execute the agreement provisions. This agreement depicts the mutual understanding of the two parties in relation to the export of heavy equipment and will be performed accordingly.
15.  Notice: Unless directly implied in this agreement, any notice allowed will be classified to be sufficient if it is made in writing and delivered in person, or sent by an official mail to the address of the party whose signature indicated below.
            IN WITNESS WHEREOF, the two parties have entered into this agreement effective on the date indicated above.
                                                                        Party#1:
                                                                                                JKL Industries, Inc
                                                                                                Export Experts
                                                                                                Export Sales Dept.
                                                                                                P.O.BOX NO.
                                                                                                Back Street and Michigan Avenue
                                                                                                Philadelphia, PA 18195.
                                                                        Party#2:
                                                                                          Compania Importa Taralia
                                                                                          Caja pochtaya 13
                                                                                          Taral City, Taral
                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               

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