Clearing & Forwarding on TB/L Agreement EXAMPLE

The following is an example of an agreement for contracting the services of a clearing and
forwarding (C&F) agent when using a through bill of lading (TB/L).

This sample agreement is provided for informational purposes ONLY.

 It is not intended as, nor does it constitute, legal advice.

 It should not merely be duplicated without consideration of the particular situation at issue.

 It is not intended to cover each and every situation or relevant circumstance, nor can it
anticipate specific needs.

 Always use your organization’s own contract templates where available.

Consult an attorney before making any contractual commitment or signing any agreement. You
may have a specific situation not addressed by this sample, and the attorney can address that
particular issue for you.

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 Clearing & Forwarding on TB/L Agreement EXAMPLE

This AGREEMENT is made ____th day of ________, 20__ (hereinafter called the “Effective Date”).

BETWEEN

______(name and address of Awardee)_________________________, (hereinafter called

“Customer”)
AND

______(name and address of service provider) ________ (hereinafter called “Service Provider”) on
the other hand.
Together called (“the Parties”).
BACKGROUND
Founded in ____, _(name of Awardee)_ is a non-profit health and humanitarian aid organization
dedicated to preventing disease, improving community health, and promoting sustainable
development in __(name of country)____ since _____.
_(name of Awardee)_ will be implementing a five-year _______ project in _____ and _______,
through the generous support of the American people through the support of the Office of Food for
Peace, United States Agency for International Development (USAID).
_(name of Awardee)_ expects to import over _________ MT of food commodities which have been
donated by the United States Government over the life of the project.
REQUIRED SERVICES
Out of the total consignment described above, _(name of Awardee)_ expects to import __________
metric tons of food commodities using a Through Bill of Lading. Commodities are estimated to arrive
at _______ port in _____(country)____ , in _______ 20__, and will then be transported to _(name of
Awardee’s)_ warehouse in __________, _(country)_. Details on booking, tonnage and expected time
of arrived are detailed below:
Preliminary Vessel & EXPECTED
QUANTITY (MT) PORT OF
COMMODITY Booking Details (Note: ARRIVAL AT
& Unit Type DISCHARGE
Details might change) PORT

WHEREAS:
1. By Request for Quotes (“RFQ”) dated __________, 20__ Customer invited bids for the supply of
customs clearance services under Procurement Reference Number ______________;
2. Service Provider submitted a bid dated ___________, 20__ to the RFQ for said services under
Bidder’s Reference Number ________________________;

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3. Service Provider is a fully licensed Clearing and Forwarding company in _(country)_ having
adequate financial resources to contract for clearance of said cargo;
4. Customer desires to have Service Provider provide the services to Customer;
5. Service Provider desires to supply such services to Customer on the terms and conditions
contained herein.
IT IS HEREBY AGREED AS FOLLOWS:
1. Service Provider agrees to provide, in accordance with the terms of this Agreement, the services
as set forth below to the specifications described herein:
A. Carry out all customs and port clearance processes in observance of _(country)_ Revenue
Authority, _(country)_ Port Authorities, and _(country)_ law of the cargo provided in the
contract.
B. Oversee and facilitate port and clearance procedures in coordination with Customer and its
agents, including freight forwarder, surveyor, and inland transporter, and ensure compliance
with Port Authority regulations, Customer policy, and USDA regulations regarding the
clearing and surveying of cargo, and _(country)_ law.
C. Facilitate and pay port and clearance fees on behalf of Customer to clear cargo through
customs and the port pursuant to clause 4C.
D. Negotiate and coordinate temporary storage of cargo at port warehouses or other facilities
depending on where vessel docks and containers are allocated at the lowest rate possible;
The Service Provider will provide necessary document as a proof of such negotiation prior to
finalizing the arrangements.
E. Hire resources required to complete the following: unload cargo from trucks to port
warehouse; properly stack of cargo in port warehouse, load cargo onto trucks for delivery to
final destination, and issue proper way bills. Customer will provide the waybills, which will
be filled out at the dispatch end by the authorized agent. The same waybill will be carried by
the transporter to the destination warehouse where the warehouse supervisor will
acknowledge the receipt of the commodities. Each waybill will be clearly written, duly
signed, and completed as per requirements by the authorized personnel. Only the signed
waybills will be considered for payment.
F. Once dispatch of cargo from port begins, coordinate with transporter and monitor dispatch
of cargo from port to final destination. Inform Customer of dispatch progress on daily basis
in writing.
G. In case of loss or damages, the Service Provider will undertake to seek compensation, on
behalf of Customer, from parties responsible for the loss, equivalent to the monetary value
of the lost commodities such as _(country)_ Port Authority, carrier(s), and/or inland
transporter.
H. Facilitate discussion and negotiation with _(country)_ Port Authority and/or other agents on
temporary storage of cargo at port warehouses, on site of cargo container storage, on
presence of Customer surveyor during all stages of cargo movement, etc.
I. Conduct close follow-up and facilitate wherever applicable on Customer’s application for
VAT and duty exemption and collection of government exoneration from the _______ (name
of revenue authority)____ and/or other relevant government bodies. The Service Provider
will notify the Customer of the tasks to be completed by the Customer sufficiently ahead of
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time in order to avoid circumstances like demurrage. Where determined that Customer, in
safeguarding its interest in the cargo, directly performed any of the above due to Service
Provider’s negligence. Customer reserves the right to recover from the service fee all costs
related to the involvement by its staff such as time, lodging, allowances, transport, and
communication.
J. Facilitate the submission and follow up of required documents to relevant government
authorities, including Ministry of Agriculture, _______________, and others as required to
secure applicable permits and certificates for customs clearance including follow-up,
facilitating testing of samples by relevant authorities, collecting invoices, and making prompt
payment on behalf of Customer following Customer approval. Where Customer observes
non-compliance to any of the above mentioned regulations, Customer may, in safeguarding
its interest on the cargo, liaise, consult or report the matter to the relevant authority.
K. Provide all supporting documentation on completion of agreed upon activities to Customer.
L. Other services as related and necessary for the customs and port clearance of cargo in
accordance with the project background objective herein.
2. Customer agrees to the following obligations:
A. Customer will provide updates to Service Provider on the movement of cargo and the
expected arrival at the destinations as soon as possible if there are any changes from Section
1.A of this Agreement.
B. Customer will make available to Service Provider all required documents (as application for
clearing the shipment) seven days prior to arrival of vessel at port of entry.
C. All documents will be in English, failing which, translation charges will be met by Customer.
3. The price of Services shall be in accordance with the rates stipulated in Schedule B, as was
submitted by the Service Provider to the Customer and/or subsequently revised following
Customer’s verification with the Service Provider and in accordance with Section 2.A and 2.B
herein. Customer shall pay the Service Provider in consideration of the timely and quality
execution of said Services in the manner prescribed by the Agreement and Schedule B.
4. In reference to the Required Services, the Service Provider shall abide by the following standards
of performance:
A. First and foremost represent the interests of Customer at all times and follow the
instructions given by Customer, notwithstanding its obligation to advise Customer on better
conditions available to it, in terms of port procedures and fees, prior authorizations, etc.;
B. Advise Customer on pertinent shipping information, including estimated time of arrival of
vessel(s) to _________ Port, beginning and end dates of grace period, etc.
C. Obtain prior approval immediately from Customer before executing any payment on behalf
of Customer, and communicate and present all invoices for payment of port charges upon
receipt of such invoices to Customer; in this respect the Service Provider will submit the
necessary copy of the communication in favor of such payment to the customer.
The undersigned hereby confirms understanding of clause C above: Service Provider MUST
obtain prior approval from Customer before executing any payment on behalf of Customer.
If Service Provider makes payment on behalf of Customer without prior approval, Customer
is not obligated to reimburse Service Provider for payments made without prior approval.

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 Clearing & Forwarding on TB/L Agreement EXAMPLE

Name: ________________________________

Sign: __________________________________

Dated: ________________________________

D. Facilitate, on behalf of Customer, official communication with the _(country)_ Port

Authority, public and private container terminals, and other port agents in advance of
shipment arrival and secure, to the extent possible:
E. Confirmation by _(country)_ Port Authority, ___(name of revenue authority)___, and/or
other relevant container storage facilities that Customer containers seals have been broken
ONLY in the physical presence of Customer or Customer’s clearing agent and Customer’s
designated Surveyor;
F. If applicable, approval by _(country)_ Port Authority for free additional storage time if and as
needed.
G. Represent Customer’s interest, and uphold relevant and contractual terms for any/all
carriers with respect to any charges that are to be borne by the carrier in accordance with
applicable Booking Notes between Customer and carrier(s).
H. Assign a sufficient number of qualified staff to work exclusively on servicing this Contract,
and ensure that roles and responsibilities of each staff are clearly communicated and
understood by Customer and its respective agents, bearing in mind that Customer reserves
the right to request the Service Provider at any time during the term of the Contract, to
assign additional personnel or replace any of the Service Provider’s designated staff who are
handling Customer’s shipments.
I. Maintain a constant and high level of communication and coordination with Customer,
Customer’s freight forwarder, Customer’s surveyor, and transporter during all stages of
customs clearance and forwarding.
J. Immediately inform Customer in writing about any situation or difficulties that may result in
added financial obligations for Customer, delay in the clearing of cargo, and/or place the
cargo in jeopardy.
5. Any notice provided for in this Agreement shall be in writing and shall be addressed as follows:
Customer: Service Provider:

6. This Agreement is governed by the terms and conditions as set out by Schedule A and consists of
the following documents, and, in the case of conflict of wording, in the following order of
priority:
A. This Agreement and Schedule A: Terms and Conditions and Schedule B: Services,
Specifications, and Charges attached hereto;
B. The Service Provider’s Bid Submission.
7. The period of performance of this Agreement shall come into force on the date here above
written and shall remain in force for an original term of ________ months or final delivery and
accounting of entirety of consignment at the final delivery point, whichever is earlier, with
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possible amendments extending the period of performance, unless either party terminates the
Agreement by notice to the other party given not less than five (5) days before the end of the
relevant term, or in case the agreement is terminated pursuant to this Agreement’s terms.
8. The Customer may extend this Agreement to provide the same or similar Services relative to
subsequent phases of activity of the same or similar nature. It is understood that the Agreement
may be extended if, at the sole discretion of the Customer, it is determined that additional
Services are required and that such procurement is in the best interest of the Customer. It is
understood that the Customer must find the Service Provider’s services to be acceptable and
satisfactorily completed. It is further understood that Customer is under no obligation to amend
this Agreement to provide any such additional services beyond what is stipulated in this
Agreement. The Agreement will be amended and appended as required should Customer
procure such additional services for a period not to exceed 12 months in total duration.
9. The Service Provider hereby certificates that:
A. The Service Provider (including its Personnel) has no business or family relationship with a
member of staff of Customer who is directly or indirectly involved in any part of (i) the
preparation of the Terms of Reference for this assignment, (ii) the selection process for such
assignment, or (iii) supervision of the Agreement.
B. The Service Provider does not have any situation of actual or potential conflict that impacts
its capacity to serve the best interest of Customer, or that may reasonably be perceived as
having this effect. Failure to disclose said situation may lead to the termination of this
Agreement.
C. The Service Provider has not been debarred or suspended from receiving and utilizing US
Government funds.
IN WITNESS WHEREOF, the Parties have caused duplicate copies of this Contract to be executed by
their duly authorized officers on the dates and at the places indicated below.

Signed for and on behalf of the Customer by: In the presence of a Witness:

Signature………………………………………………… Signature…………………………………………………….

Date……………………………………………………….. Date…………………………………………………………….

Name……………………………………………………… Name…………………………………………………………..

Designation……………………………………………… Postal Address…………………………………………….

Official stamp/seal contact………………………. Telephone…………………………………………………..

Signed for and on behalf of the Service Provider by: In the presence of a Witness:

Signature………………………………………………… Signature…………………………………………………….

Date……………………………………………………….. Date…………………………………………………………….

Name……………………………………………………… Name…………………………………………………………..

Designation……………………………………………… Postal Address…………………………………………….

Official stamp/seal contact………………………. Telephone………………………………………………….

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SCHEDULE A: TERMS AND CONDITIONS

1. Service Provider’s Obligations
A. The Service Provider undertakes to perform its obligations arising from this Agreement with
due care, skill, and diligence in the supply of Services and generally in the carrying out of its
obligations under this Agreement.
B. The Service Provider is deemed to be the prime Contractor under this Agreement, and the
Service Provider assumes full responsibility for the supply of the Services and shall assume
all the duties, responsibilities, and obligations associated with the position of the prime
contractor. The Service Provider as prime contractor under the Submission assumes liability
for its sub-contractors and agents, and shall ensure that its sub-contractors and agents
comply in all respects with the relevant terms of this Agreement to the extent that it or they
are retained by the Service Provider.
C. The Service Provider shall supply the Services as of the Effective Date of the Agreement and
until final clearance of entirety of consignment and accounting at the final delivery point or
otherwise agreed in writing between the Parties.
D. The Customer shall be under no obligation to accept or pay for any Services supplied in
excess of that which is stipulated in this Agreement. The risk in any over-delivered Services
shall remain with the Service Provider.
2. Payment
A. Customer will pay fees to Service Provider upon final clearance of entirety of
consignment and accounting at the final delivery point and receipt of a final,
uncontested tax invoice. Customer will issue payment(s) to Service Provider via
electronic bank transfer, banker’s check, or check as applicable. Where payments
are done via electronic bank transfer, the transfer shall be made to the following
bank account(s):
FOR TRANSACTIONS
Bank Name
Bank Address
Beneficiary Account Number
Beneficiary Name
Beneficiary Address

B. Any charges by third parties such as Port Authority or Ministry of Agriculture will be paid by
Service Provider and charged to the Customer at cost, on condition the refund is paid within
10 business days of receipt of uncontested invoice and proof of payment by Service Provider
to relevant government authorities required to execute the Required Services. Proof of
payment to third parties by Service Provider shall be on original receipts delivered to
customer by DHL courier services.
3. Other Terms and Conditions
A. All bank charges and courier charges shall be paid by Customer.
B. Any duties or taxes levied on the cargo during the process shall be paid by Customer.
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4. Remedies
A. The Service Provider shall be liable for and shall indemnify the Customer for and in respect
of any and all losses, claims, demands, damages or expenses that the Customer may suffer
due to and arising directly as a result of the negligence, act or omission, breach of contract,
breach of duty, insolvency, recklessness, bad faith, willful default or fraud of the Service
Provider, its employees, subcontractors, or agents, or as a result of the Service Provider’s
failure to exercise care as outlined in Section 1.A. The terms of this clause shall survive
termination of this Agreement for any reason.
B. Save in respect of fraud (including fraudulent misrepresentation), personal injury, or death,
neither Party will be liable for any indirect losses of any kind whatsoever and howsoever
arising, even if such Party has been advised of their possibility.
5. Confidentiality and Media
A. Each of the Parties to this Agreement agrees to hold confidential all information,
documentation, and other material received, provided, or obtained from their participation
in this Agreement and shall not disclose the same to any third party except as may be
required by law and as required to give effect to the terms of this Agreement. The terms of
this clause shall survive expiry, completion, or termination for whatever reason of this
Agreement.
B. Each party agrees to not make, publish, or distribute (whether in print, electronically, or
otherwise) any public announcements, press releases, advertising, marketing materials, or
promotional materials regarding the execution or performance of this Agreement without
the prior written consent of the other party.
6. Force Majeure Any failure or delay by a party in the performance of its obligations under this
Agreement is not a default or breach of the Agreement or a ground for terminations under this
Agreement to the extent the failure or delay is due to elements of nature or acts of God, acts of
war, terrorism, riots, revolutions, strikes, or other factors beyond the reasonable control of a
party (a “Force Majeure Event”). The party failing or delaying due to a force Majeure Event
agrees to give notice to the other party that describes the Force Majeure Event and includes a
good faith estimate as to the impact of the Force Majeure Event upon its responsibilities under
this Agreement, including but not limited to any scheduling changes. However, should any
failure to perform or delay in performance due to a Force Majeure Event last longer than thirty
(30) days, or should three (3) Force Majeure Events apply to the performance of a party during
any calendar year, the party not subject to the Force Majeure Event may terminate this
Agreement by notice to the party subject to the Force Majeure Event.
7. Termination
A. This Agreement may be terminated by either Party by serving written notice to the other
Party. For greater certainty, neither Party shall be entitled to any additional Services or
compensation in the event that the Agreement is terminated in accordance with this clause.
B. Either Party shall have the right to terminate this Agreement immediately and without
liability for compensation or damages on the happening of any of the following:

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a. If the other Party commits any serious breach or a series of breaches of any provision of
this Agreement, and fails to remedy such breach(es) within thirty (30) days after receipt
of a request in writing from the other Party;
b. If the other Party becomes insolvent, becomes bankrupt, or initiates proceedings with
creditors as a result of debt.
C. In respect of unforeseen events, such as the closing of the customer’s country
representation, the forced reduction of its programs and/or personnel, or similar events, the
customer has the right to terminate the contract with ninety (90) days’ notice, and the
service contract shall be deemed complete on the expiration of such notice.
D. In the event of early termination, the Service Provider shall reimburse to Customer within
thirty (30) days of said termination the balance of the payment made in advance for the
portion of Services not yet delivered to the Customer.
8. Conflict of Interest and Prohibition of Corrupt Gifts.
A. The Service Provider confirms that it is satisfied that it has no conflicts in relation to the
Services and its obligations undertaken under this Agreement. The Service Provider hereby
undertakes to advise the Customer forthwith should any conflict or potential conflict of
interest come to its attention during the Agreement period and comply with the Customer’s
directions in respect thereof.
B. The Service Provider shall not offer or agree to offer any representative of the Customer any
gift or consideration or commission of any kind as an inducement or reward for any action in
relation to the obtaining or execution of this or any other contract with the Customer. Any
breach of this clause by the Service Provider, any subcontractor, agent, or employee of the
Service Provider shall entitle the Customer to terminate this Agreement immediately and to
recover the amount of any loss resulting from such cancellation, including but not limited to
recovery from the Service Provider of the amount or value of such gift, consideration or
commission.
9. Non-Exclusivity Nothing in this Agreement shall preclude the Customer from purchasing
Services from a third party at any time during the Agreement.
10. Disputes and Arbitration This Agreement shall be governed by, and interpreted in accordance
with, the substantive laws of (country) exclusive of any rules with respect to conflict of
laws.
11. Independent Contractors, Third-Party Beneficiaries, and Subcontractors The parties
acknowledge that they are independent contractors under this Agreement, and except if
expressly stated otherwise, none of the parties, nor any of their employees or agents, has the
power or authority to bind or obligate another party. Except if expressly stated, no third party is
a beneficiary of this Agreement.
12. Governing Law and Forum All claims regarding this Agreement are governed by and
construed in accordance with the laws of (country) , applicable to contracts wholly made
and performed in such jurisdiction.
13. Entire Agreement and Amendments This Agreement is the entire agreement between the
parties and supersedes all earlier and simultaneous agreements regarding the subject matter,
including, without limitation, any invoices, business forms, purchase orders, proposals, or
quotations. This Agreement may be amended only in a written document signed by both parties.

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(END OF SCHEDULE A)

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