仓储与物流服务合同 (中英文) WAREHOUSE AND LOGISTICS SERVICE CONTRACT This agreement is signed by the following parties on ______________after negotiation. 甲方： Party A: S 乙方： Party B: 前言Foreword 甲方委托乙方按本协议约定的条件向甲方提仓储与物流服务合同 (中英文)
WAREHOUSE AND LOGISTICS SERVICE CONTRACT
This agreement is signed by the following parties on ______________after negotiation.
甲方： Party A: S
乙方： Party B:
Party A entrusts Party B to provide warehousing and logistics services to Party A according to the conditions agreed in this agreement, meanwhile Party B is willing to accept Party A’s commission at the same conditions.
一、定义与解释 DEFINITION AND EXPLANATION
1.1 Unless otherwise agreed in the theme or context of agreement, the following expressions mean as follows:
Please see Article 9.1 for the meaning of contract record.
Warehousing and logistics expense means the rate and charging standard determined by both parties in writing at any time during contract; while signing the agreement, it means the rate and charging standard detailed in Appendix B.
Warehousing and logistics services refer to the services described in Annex 1.
Conditions of Warehousing and logistics services means the standard operating procedure of warehousing and logistics determined by Party A and Party B in writing at any time; while signing the agreement, it is the standard operating procedure of warehousing and logistics detailed in Appendix A.
Under this agreement, Party A entrusts Party B as the non-exclusive agent of storage to provide warehousing and logistics services for Party A and the relevant units designated in writing, and Party B accepts the commission under the same conditions.
三、协议有效期 Effective Date of Agreement
本协议若无以下提前终止的情况，有效期从 年 月 日至 年 月 日。双
Without the following situation of early termination, the validity period of agreement is from_________ to _________. The two parties unanimously agree to start trial operation _______ days before formal enforcement of the agreement, during the trial operation, all matters such as operation forms, operating standards, costs and expenses, rights and obligations of the two parties, etc., shall be carried out according to the conditions under this agreement apart from this section.
Terminated in accordance with Article 13 (termination clause); or
Any party gives 30 day’s advance notice of termination in writing to the other party; or
The agreement of the two parties is terminated.
四、独立承包方 Independent Contractor
Party B is the independent contractor of Party A, and the relationship or situation shall not be affected by any article, appendix, annex, memorandum and so on. Party B will employ other units or individuals as their employees or subcontractors based on their actual needs for implementation of this agreement. The two parties understand that such units or individuals are only the employees or sub-contractors of Party B, and can be employed, dismissed, managed and controlled by Party B independently, and in any case, they have no employment relationship described in Chinese laws with Party A, and any dispute between such units or individuals with Party B, shall not bring negative impacts to Party A or to the implementation of the agreement. Party A is exempted from related liability. Party B must choose and supervise these units and individuals with reasonable caution, hold fully responsible for their acts and omissions.
Party B must provide the information of their existing sub-contractors to Party A on requests at any moment.
Party B must ensure to give advance notice of any changes of the sub-contractors to Party A.
The Party B mentioned in this Agreement includes the employees of Party B.
五、仓储服务 Warehousing Services
5.1 仓储与物流服务的详细描述请见附件1 。如需扩展仓储与物流服务范围，双方
Please see Warehousing and logistics services in Annex 1 for detail.
For the expansion of warehousing and logistics services range, the two sides may amend Annex 1 in writing at any time.
Party B shall fulfill the warehousing and logistics services based
on the standard operating procedure of warehousing and logistics stipulated
in Appendix A.
Party B makes commitment to Party A that they have professional technology, personnel and equipment with specified requirements, and could provide a satisfactory first-class professional warehousing and logistics services to Party A according to the highest standards of warehousing and logistics industry and conditions of warehousing and logistics services. In particular, it includes but not limited to:
The way of storage and handling, containers packing, freight in Shanghai, etc, Party B adopted is in a manner consistent with the industry practices of handling such goods, and the standard operating procedure of warehousing and logistics detailed in Appendix A, the higher standard of them prevails.
Party B shall provide continuous reports for all goods to Party A, from the receipt of goods to the formal transfer of goods to Party A’s designated delivery agent.
If the goods are damaged, Party B shall take the following actions:
To take photographs for the damage of the goods;
To give written notice to Party A; and
To take appropriate action in accordance with the requirements of Party A.
六、仓储费用 Warehousing Expense
As the payment in return for providing warehousing and logistics services,
Party A shall pay the warehousing and logistics expense to Party B according
to the stipulation in Appendix B.
The expenses of transport in Shanghai, warehouse lease, containers
packing, management etc. listed in Appendix B will take effect since the date
of signing this agreement and will be changeless during the validity of agreement.
Party A may audit the cost of Party B at any time.
七、仓储费的支付 The Payment of Warehousing Expense
Party B will invoice Party A for the warehousing and logistics expense (including VAT) in RMB.
The invoice of warehousing and logistics expense shall be issued at the end of each month.
Party A will pay to Party B within 30 days after receipt of invoice.
八、履约审核 Review and Verification of Contract Performance
The two parties shall appoint representatives for each as soon as possible to
verify the fulfillment of warehousing and logistics services after the date of
entry into force of agreement.
The representatives above-mentioned will review the situation of warehousing
and logistics services of last quarter termly or at most once a quarter
provided by Party B.
九、合同记录 Contract Record
9.1 Within the validity of agreement, Party B must make accurate and
separate records ( "contract record ") for their costs and the performance
of warehousing and logistics services. In conditions of reasonable advance
notice from Party A, Party B shall provide the account book of "contract
record" and financial record for Party A or their representatives to check,
based on the requirements of Party A, in normal working hours and in Party B’s
office place. Party A has right to copy the "contract record" related.
Party B must keep the "contract record" related at own expense within 7 years
after fulfilment of warehousing and logistics services or within the validity
of agreement (the day coming first prevails)
十、保密义务 Confidengtiality Liability
The two parties shall not disclose the agreement or its contents to any third
party within the validity of agreement or after termination (except to auditors
or governmental organizations that have right to know this agreement).
Without prior written permission from the other party, any party shall not
disclose the contents related to operating situation with the other party or
units involved to the third party within the validity or after the termination
of agreement, unless:
For the performance of its obligations under the agreement required; or
(b) 必要的审计；或For necessary audit; or
For the requirements of laws and other statutory bodies.
十一、责任和义务 Liability and Obligation
Party B shall fulfil the liabilities and obligations of agreement according to
the provisions of agreement and the conditions of warehousing and logistics services.
11.2 Party B shall take the liabilities independently for all acts during
providing warehousing and logistics services for Party A according to agreement,
such as negligence, fraud, slack, or all operations detailed in Annex 1, such as
freight, storage, containers packing or delivery of goods to Party A, and all losses
caused during providing the services (including but not limited to costs, expenses and attorneys fees), such as: fine, litigation, legal proceedings, losses, debts, claims and damages, and ensure Party A and their related units as well as their directors, managers, agents and other employees to bear no responsibility for these.
Under the following circumstances, Party B has no responsibility; but Party B
shall assist Party A to claim to relevant units and individuals if possible:
The acts and omissions of the third party (such as lifting company or warehouse staff) having direct contractual relationship with Party A during providing the warehousing and logistics services (or a part of warehousing and logistics services) to Party A;
The acts and omissions of the personnel (except Party B) entrusted by Party A or in written;
Incorrect or insufficient of the package or mark, label and tag of number that; Incorrect or insufficient of the package or mark, label and tag of number that;
The operation, loading and unloading, packing of goods of the personnel designated by Party A or in writing; and
The fires are not caused by Party B intentionally or negligently.
Party B promises that they have bought the related insurance for any possible
risk in transport, container packing in the process of packing, and Party B
will bear full responsibilities for all losses caused by Party B in the process
of operation of services under the agreement.
In order to keep the products in the best storage, Party B promises that at any time, they will buy an insurance not more than RMB 50,000 Yuan for the risk in storage (Party A has insured property insurance for the stored goods, and the deductible amount is RMB 50,000 Yuan as a whole), but they will take full responsibility for the losses of Party A’s goods stored in warehouse because of the responsibility of Party B.
十三、终止条款 Termination Condition
13.1 Without prejudice to the enjoyment of other rights of parties, under the premise of any party at any time having following situations:
Because of application on its own initiative or under court compulsory execution, the party is in the state of insolvency or bankruptcy liquidation; or
To be the creditor or allocate its assets for insolvency; or
If the party seriously violated the conditions of agreement, and did no remedy within 30days after receipt of written notice for remedy from the observant party;
Therefore, after notifying the breaching party in writing, the observant party may terminate the agreement immediately.
The termination of the agreement according to agreement regulation will not
affect any party to enjoy the rights and bear the obligations before
the termination. For example, if Party A or Party A’s agent designates Party B
to provide warehousing and logistics services before the termination, even if
the agreement had been terminated before the fulfilment of the services, Party B
must complete the rest task; at the same time, Party A will pay the cost of
services in accordance with the terms of agreement.
十四、不可抗力 Majeure Force
The regulation of Chinese "Contract Law" of handling the events of force majeure prevails.
十五、遵守法律 Abide by Law
Party B makes a commitment hereby to Party A that, all licenses, qualifications and rights necessary for the implementation of this agreement, and all the actions are fully conformed to the relevant laws and regulations as well as industry standards. The supplier confirms, at the same time, that they have read and fully understood the Code of Conduct of Schindler and the Code of Conduct for Schindler Supplier in Appendix D, and promise that all the actions of implementation of the agreement as well as contact with the Party A’s staff and customers are fully in line with the Code of Conduct of Schindler and the Code of Conduct for Schindler Supplier.
Any notice about this agreement must be sent by EMS or registered mail
(postage prepaid with return receipt) to the recipient's address, or by fax to
the designated fax number of the recipient (or other address or fax number
further noticed by the recipient).
The fax number and address of the two parties are as following:
甲方： Party A:
联系人： Contact Person:
乙方： Party B:
联系人： Contact Person:
The notice will take effect as of the date of mailing.
十七、 其他事项 Other Items
Abstention and Alteration
The rights provided in this agreement may not:
Be abstained, unless a written application for abstention be given; or
Be changed, unless be confirmed in writing through mutual agreement.
If there is a conflict between the body of agreement with the annex or appendix, unless otherwise agreed in this Agreement, the body of this agreement prevails.
17.3 全部协议Full agreements
This agreement contains full understanding and acceptability on the subject of two parties, any former agreement, statement, understanding, consultation (including oral and written) on this subject in any form will no longer be effective.
十八、安全与消防 Safety and Fireproof
Party B shall strictly abide by all national and industrial security laws and regulations about logistics operation security and Party A’s regulations detailed in Appendix B and Appendix C, the highest one among those standards prevails.
Party B shall strictly abide by all national laws and regulations about warehouse fire safety, and must ensure that the warehouse has already passed the examination and inspection of fire department and is conformity with all standards for put into operation.
For any act of Party B that violates security and fire laws or regulations, whether it has resulted actual loss for Party A or has been punished by relevant state organizations, except the necessary compensation must be made by Party B to Party A, Party A has right to give otherwise punishment to Party B according to the content involved in this agreement.
Any party to the agreement, without prior written approval from the other party, may not alienate or transfer the rights or obligations stipulated in this agreement to any third party.
二十、适用法律及管辖 Law and Jurisdiction Applicable
This agreement is under the jurisdiction of laws of the People's Republic of China and will be performed according to the laws of the People's Republic of China, and if there is any dispute, both parties may voluntarily file the dispute to the court in Party A’s location.
本协议以中文为准。This Agreement shall prevail in Chinese.