Cargo general sales agency agreemen

Cargo general sales agency agreement. Between jestar pacific airlines joint stock company and Indo Tran corporation
This agreement is made on 15 oct 2014between Jestar pacific airlines joint stock company having its place of business at 112 hong ha street, tan binh district,
1. appointment of cargo general sale agency.
This agreement is entered into by the parties for the appointment of a cargo general sales agent who shall act as the principal’s GSA for air cargo transportation for the international routes to/from Vietnam to singapore and Thailand- the territory.
The GSA hereby undertakes to provide a Sales Agency Service for the promotion ans sales of Airfreight on behalf of the Principal according to the terms and conditions of this Agreement.
2. Duration.
The agreement shall commence on 15 oct 2014 and will be valid for 1 years period. At the expiry date, the agreement will be automaticallt renewed for an additional of every 1 year period should both parties do not enter into the termination of the agreement.
3. Minimum freight guarantee.
The GSA and the principal agree the minimum revenue guarantee for freight charges per month as per enclosed annex 1.
Both parties shall the Minimum revenue guarantee should there is any change in the schedule of flights operated by Principal.
The principal shall not pay the GSA any commission on the sales revenue.
4. Traffic documents.
For all sales of cargo transportation in the territory of the GSA, the documents of the principal shall be issued.
5. Functions and duties of the cargo gsa.
The GSA shall promote and sell the Cargo Services in the territories.
The GSA shall offer for sale and sell the Cargo services in accordance with the principal’s genreral conditions of carriage and shall not make any representations or give any warratyin respect of the goods other than those contained in the aforesaid general conditions of carriage.
The cargo GSA shall promtly inform the principal of any information that is likelt to be use or benefit to the principal in relation to the marketing of its goods in the territory
The GSA shall observe all directions and instructions given by the principal in relation to the opration, distribution and exploitation of the goods.
The GSA shall not divulge any confidential information in relation to the Principal’s business to any third parties.
6. Accounting procedures.
The GSA shall remit sales report fortnightly to the principal’s regional office no latter than fifteen days after the close of the reporting period.
The GSA shall remit all monies due to the pricipal as per the remitatance report no latter than the 15 days after the report due.
Remittance of funds shall be transferred to BL’s Bank account in Vietnam as follows.
7. Indemnity
in cases of negligent act or mission wilful misconduct on the part of GSA, its emlpoyees, agents or servants, GSA shall indemnify principal against actions, claims, proceedings, cost, losses, damages, charges and expenses which mas may sustain, incur or pay by reason of such neglient act or omission or wilful misconduct on the part of GSA or its employees, agent or servants.
Except as otherwise express;y provided in this agreement Principal shall imdemnify the GSA from and against all actions, claims, proceeding, costs, losses, damages, charges and expenses which GSA may sustain, incur or pay by reason of any service rendered by GSA under the term of this agreement unless caused by the negligent act or mission or wilful misconduct on the part of GSA or any of its employees or agents acting within the scope of their employment.
8. Termination.
This agreement will naturally terminate at the end of the Term unless extended by prior mutual written agreement of both parties.
Notwithstanding the provisions of paragraph 1 of this article, either party may terminate this agreement at any time for cause or if the other party becomes insolvent, makes a general assignmenr for the benefit of creditors, or commits an act bankruptcy, or if a petition in bankruptcy or for its reorganization or the readjustment of its indebtedness be filed by or against it, or if a receiver trustee or liquidator of all or substantially al of its property be appointed or applied for.
9. Applicable law.
the agreement shall be governed and construed in accordance with the laws of the Socialist Republic of Vietnam.
10. Dispute resolution.
The parties shall attempt to resolve any dispute that arises from this agreement by consensual means within thirty days from receipt of notice by either Party that a dispute exists. If no resolution is reached within this period either Party may refer the matter to arbitration.
All dispute arising out of or relating to the agreement shall be finally settled by arbitration according to resolution 801a section 22 of the Cargo Agency Conference Resolutions Manual 21st Edition Effective 1 January 1999, as amended from time to time.
The arbitration shall take place in Ho Chi Minh City be Economy Arbitrator aside VCCI. The parties hereby agree that the decision of the arbitrator is final and binding on them. Either party may apply to a competent court of jurisdiction to make the arbitrator’s decision an order of court.
In the event of a dispute concerning the amount of monies due and payable under the agreement, a certificate as to the amount, signed by the external auditors of the Principal, shall be conclusive and binding on the parties until the decision of the arbitrator is given.
Pending arbitration, all outstanding amounts that are due and payable in terms of this agreement, that are not affected by the subject of arbitration, shall be settled bu the Parties timeously.
11. Guarantee.
The GSA hereby delivers to the principal, within fourteen days from the commencement date of this agreement, a bank guarantee for the amount of 70000 US dollars from an approved financial instituation (hereinafter referred to as the Guarantor). The financial institution and all documents relating to the bank guarantee must be acceptable in every respect to the Principal.
The amount of the guarantee shall be subject to review every six months at the sole and absolute discretion of the Principal. The Principal may, at its discretion review this guarantee earlier if there are increasesin business volumes.
The guarantee shall be unconditional and shall continue to be effective until Principal has received all outstanding money that is due to it whether during or after termination of this Agreement,
The Principal shall release the guarantee to the GSA immediately upon receipt of all outstanding money that is due by the GSA to the principal upon termination of this agreement.