仓储合同中英文

TABLE OF CONTENTS

1.INITIAL TERM (1)

2.WAREHOUSING AND SERVICES; PAYMENT (1)

3.WAREHOUSE (1)

4.TENDER FOR STORAGE (2)

5.TRANSFER; REMOVAL OF GOODS (2)

6.HANDLING (3)

7.DELIVERY REQUIREMENTS (3)

8.DELIVERY OF GOODS (3)

9.WAREHOUSE RECEIPT (4)

10.LIABILITY (4)

11.LEGAL LIABILITY INSURANCE (5)

12.NOTICE OF LOSS; DAMAGE CLAIM (5)

13.RECORDS (5)

14.INDEPENDENT CONTRACTOR (6)

https://www.360docs.net/doc/ca9286935.html,PLIANCE WITH LAWS, ORDINANCES, RULES AND

REGULATIONS (6)

16.REPRESENTATIONS AND WARRANTIES (6)

17.TERMINATION (7)

18.SEVERABILITY (8)

19.ENTIRE AGREEMENT (8)

20.FORCE MAJEURE (9)

21.ASSIGNMENT (10)

22.HEADINGS (10)

23.AMENDMENTS (10)

24.NOTICES (10)

25.APPLICABLE LAW AND JURISDICTION (11)

WAREHOUSING AGREEMENT

THIS AGREEMENT is made on the [ ] day of [ ], 20 [ ]

BETWEEN:

[Name of Customer] whose [registered office] [principal place of business in ] is at [ ] (“Customer”) ; and

[Name of Warehouse Service Provider] whose [registered office] [principal place of business in ] is at [ ] (“Services Provider”).

NOW IT IS HEREBY AGREED as follows:

1.INITIAL TERM

This Agreement shall commence upon its execution and shall terminate on [ ] (the “Term”).

2.WAREHOUSING AND SERVICES; PAYMENT

2.1During the Term, Service Provider shall perform for Customer [Certain services including

receipt, storage, related customer service and administrative functions and other services] [the services described in Schedule A to this Agreement] (collectively, the “Services”). Service Provider shall furnish all personnel, materials, equipment, supplies and other accessories necessary to perform safely and efficiently the Services and the Services shall be performed by Service Provider in a good and workmanlike manner.

2.2Rates and charges for the Services are as set out in Schedule B to this Agreement. Customer

and Service Provider shall review such rates annually and may agree adjustments thereto.

Customer guarantees minimum annual receipt of [Describe goods] will be [Number] [Pallets] [Boxes] [Containers] during the Term. For any services not specified in Schedule A, Customer shall pay to the Service Provider such consideration as may be mutually agreed upon in advance in writing. Charges shall be paid by Customer within twenty (20) days after receipt of Service Provider?s statement or invoice for such services.

3.WAREHOUSE

3.1Unless otherwise agreed by Customer in writing, the warehouse comprising approximately

[ ] square feet and located at [ ] (the “Warehouse”) shall be operated by Service

Provider for the exclusive use and benefit of Customer. Service Provider shall promptly notify Customer of any condition respecting the Warehouse which would prevent or otherwise inhibit its performance of the Services.

3.2Customer shall have full access to the Warehouse at all times during normal business hours

and shall have the right to examine, inspect, and count all or any of its goods. If Customer desires access outside normal business hours, Customer will notify Service Provider at least [ ] [hours] in advance.

3.3Service Provider shall be responsible for all operating expenses incurred in connection with

the operation of the Warehouse, including, without limitation, rent and utilities.

3.4Service Provider shall maintain the Warehouse in a good and orderly condition and shall

comply with the storage conditions and sanitation and housekeeping standards agreed between the parties [and set out in Schedule [ ]] at all times. Service Provider shall be responsible for any such related costs to comply.

3.5Notwithstanding anything to the contrary contained herein, in the event that any governmental

agency acting within the scope of its powers and authority determines by written notice that the Warehouse is not a fit space for the storage of Customer?s products and such condition is due to any act or omission on the part of Service Provider or any of its officers, agents or employees, Service Provider shall either (1) take all such steps as are necessary to ensure that the Warehouse is a fit space as aforesaid within sixty (60) days of written notice from such agency, or (2) store Customer?s products, which are the subject of this Agreement, at other premises until the Warehouse is a fit space for the storage thereof . Any costs and expenses thereby incurred shall be the responsibility of Service Provider.

4.TENDER FOR STORAGE

All goods delivered by Customer to the Warehouse for storage shall be properly marked and packaged for handling. Customer shall furnish, or cause to be furnished, to Service Provider, at or prior to any such delivery, a manifest showing goods to be kept and accounted for separately.

5.TRANSFER; REMOVAL OF GOODS

5.1Instructions to transfer goods stored in the Warehouse shall not be effective until delivered to,

and received by Service Provider, and all storage charges shall continue to accrue until the date of transfer.

5.2Service Provider may, without notice, move goods within the Warehouse. Service Provider

shall not, except as provided in clause [ ] of this Agreement, move goods to another location without the prior written consent of Customer.

5.3If, as a result of the quality or condition of goods of which Service Provider had no notice at

the time of delivery, goods are a hazard to other property, the Warehouse or any person therein, Service Provider shall immediately notify Customer and Customer shall thereupon remove the same from the Warehouse at Customer?s expense.

6.HANDLING

The handling rates and charges set out in Schedule B shall cover all administration undertaken by Service Provider in receiving goods at the Warehouse door or dock, placing goods in storage and returning goods to the Warehouse door or dock.

7.DELIVERY REQUIREMENTS

No goods shall be delivered for storage or transferred from the Warehouse except upon receipt by Service Provider of complete written instructions signed by Customer or a duly authorised representative.

8.DELIVERY OF GOODS

8.1Where the Customer intends to store any hazardous material which is inflammable, explosive,

toxic, corrosive, or radioactive, etc., or any material susceptible to deterioration, it shall describe the nature of the goods and provide the relevant information to the Service Provider.

Otherwise the Service Provider may reject the goods and may also take the appropriate measures to prevent loss at the Customer's expense;

8.2Service Provider shall promptly notify Customer of any known discrepancy between the

actual quantity of goods delivered for storage and the quantity notified by Customer in accordance with clause 7 prior to delivery and shall mark Customer?s interest by placing an appropriate notation on the delivering carrier?s shipping documents.

8.3Service Provider shall immediately notify Customer if, due to infestation, contamination or

damage, any goods delivered at the Warehouse might cause infestation, contamination or damage to the Warehouse or other goods stored therein. Service Provider and Customer shall determine whether any such goods should be rejected. Service Provider shall have no liability for any demurrage, detention, transportation and other charges by virtue of any such rejection

by Customer, unless the infestation, contamination, or damage is the result of any act or omission on the part of the Service Provider or any of its officers, employees or agents.

9.WAREHOUSE RECEIPT

9.1Upon the Customer's delivery of the goods, the Service Provider shall issue a warehouse

receipt to the Customer.

9.2The Service Provider shall sign or seal the warehouse receipt. The warehouse receipt shall set

forth the following:

(i) name and domicile of the Customer;

(ii) the type, quantity, quality, and packing method of the goods, and the number of

packages thereof and the marks thereon;

(iii) the depletion standard for the goods;

(iv) the warehousing facility;

(v) the warehousing period;

(vi) the warehousing fee;

(vii) if the goods are insured, the insured amount, term of insurance and the name of

the insurer;

(viii)the preparing and issuing person and place and date of preparation and issuance.

9.3The warehouse receipt is the voucher for retrieving the goods. Where the Customer or holder

of the warehouse receipt has endorsed the warehouse receipt and the Service Provider has signed or sealed thereon, the right to retrieve the goods may be assigned.

9.4Upon request by the holder of the warehouse receipt, the Service Provider shall allow him to

inspect the goods or take samples therefrom.

10.LIABILITY

Service Provider shall be liable for any damage to, or loss of, any goods stored or handled by Service Provider if Service Provider fails to exercise reasonable care in regard to the same.

11.LEGAL LIABILITY INSURANCE

During the Term, Service Provider shall maintain at its expense a Service Provider?s legal liability insurance policy acceptable to Customer, including, without limitation, coverage for theft and other losses, damage and employee infidelity. Such policy shall include coverage of at least HK$/RMB/$ [ ]. The cancellation or termination of this Agreement by either party hereto shall not affect such insurance coverage in respect of any event or circumstance occurring during the Term.

12.NOTICE OF LOSS; DAMAGE CLAIM

12.1The Service Provider shall promptly notify Customer of any loss or damage, howsoever

caused, to goods stored or handled.

12.2All claims by Customer relating to the losses or damages disclosed as a result of a Customer?s

own inspection or stock-taking shall be presented in writing to the Service Provider.

Service Provider shall reimburse Customer for any losses or damages to goods in an amount equal to the price paid by Customer for such goods.

13.RECORDS

13.1Service Provider shall maintain accurate records of the quantities of all shipments of goods

into and out of the Warehouse, producing a report of each Customer product shipped. Service Provider shall report to Customer the quantities of goods on each inbound and outbound shipment and, once reported to Customer.

13.2Books and records maintained by Service Provider shall be reconciled by Service Provider

with parallel books and records to be maintained by Customer as outlined in Schedule A, which reconciliation shall occur at least once every four (4) or five (5) weeks depending on the period used by Customer for its own monthly financial reporting purposes. The results of each such reconciliation shall be provided to Customer within 5 working days of the end of the relevant period.

13.3Upon request, Customer shall have the right to examine all of the books and records

maintained by Service Provider in connection with this Agreement.

14.INDEPENDENT CONTRACTOR

14.1Service Provider is performing the Services as an independent contractor of Customer.

Nothing contained in this Agreement shall be construed so as to create any partnership or agency relationship between Customer and Service Provider, nor shall Service Provider be deemed to be an affiliate or subsidiary of Customer for any purpose. Service Provider shall not have any authority to create or assume in Customer?s name or on its behalf any obligation, express or implied, or to act, or purport to a ct, as Customer?s agent or representative for any purpose whatsoever.

14.2Under no circumstances shall any of Service Provider?s officers, employees or agents be

deemed to be officers, employees or agents of Customer.

14.3Service Provider shall pay and discharge, at its expense, any and all expenses, charges, fees

and taxes arising out of or incidental to the carrying on of its business.

https://www.360docs.net/doc/ca9286935.html,PLIANCE WITH LAWS, ORDINANCES, RULES AND REGULATIONS

Service Provider shall comply with all applicable laws, ordinances, rules and regulations governing the performance of the Services.

16.REPRESENTATIONS AND WARRANTIES

16.1Customer represents and warrants to Service Provider that neither the execution and delivery

of this Agreement, nor any other document, agreement, certificate and instrument to which it is a party or by which it is bound in connection herewith or therewith, nor the consummation of the transactions contemplated hereunder or thereunder, or the compliance with or performance of the terms and conditions herein or therein will result in the creation or imposition of any material lien, charge or encumbrance of any nature whatsoever upon any of the property or assets of Customer or conflicts with ,or will result in the breach or violation of or a default under, the terms, conditions, or provisions of (1) its memorandum or articles of association or by-laws or other constitutive documents, (2) any loan or financing agreement, or other agreement or instrument of whatever nature to which it is a party or by which it is bound, or (3) any provision of any existing law, rule regulation, order, writ, injunction or decree of any court or governmental agency to which Customer is subject.

16.2Customer represents and warrants to Service Provider that (l) it is a company incorporated

and existing under the laws of [ ], and it is authorised to do business in each other jurisdiction wherein its ownership of property or conduct of business requires such authorisation, licensing or qualification, and (2) it has all requisite power and authority to (a)

execute and deliver this Agreement and other document, agreement, certificate or instrument necessary to consummate the transactions and perform its obligations hereunder and (b) to own its properties and assets and to carry on and conduct its business as presently conducted.

All necessary action to authorise the execution, delivery and performance of this Agreement and to consummate the transactions contemplated hereunder has been taken by Customer.

16.3Service Provider represents and warrants to Customer that neither the execution and delivery

of this Agreement, nor any other document, agreement, certificate and instrument to which it is a party or by which it is bound in connection herewith or therewith, nor the consummation of the transactions contemplated hereunder or thereunder, or the compliance with or performance of the terms and conditions herein or therein will result in the creation or imposition of any material lien, charge or encumbrance of any nature whatsoever upon any of the property or assets of Service Provider or conflicts with ,or will result in the breach or violation of or a default under, the terms, conditions, or provisions of (1) its memorandum or articles of association or by-laws or other constitutive documents, (2) any loan or financing agreement, or other agreement or instrument of whatever nature to which it is a party or by which it is bound, or (3) any provision of any existing law, rule regulation, order, writ, injunction or decree of any court or governmental agency to which Service Provider is subject.

16.4Service Provider represents and warrants to Customer that (l) it is a [private] company

incorporated and existing under the laws of [ ], and it is authorised to do business in each other jurisdiction wherein its ownership of property or conduct of business requires such authorisation, licensing or qualification, and (2) it has all requisite power and authority to (a) execute and deliver this Agreement and other document, agreement, certificate or instrument necessary to consummate the transactions and perform its obligations hereunder and (b) to own its properties and assets and to carry on and conduct its business as presently conducted.

All necessary action to authorise the execution, delivery and performance of this Agreement and to consummate the transactions contemplated hereunder has been taken by Service Provider.

17.TERMINATION

17.1At any time prior to expiry of the Term, either party may terminate this Agreement by written

notice if the other party has failed to perform any material term, condition or obligation hereof to the satisfaction of the terminating party and has failed to correct the same within thirty (30) days after receipt of written notice of such failure given by such terminating party.

17.2At any time prior to expiry of the Term, either party may terminate this Agreement if the

other party:

(a)becomes insolvent, enters into liquidation (whether voluntary or compulsory) or has a

receiver appointed in respect of the whole or any part of its assets or undertaking

(save in connection with a bona fide amalgamation or restructuring approved by the

first party, such approval not to be unreasonably withheld);

(b)any third party takes any legal action to enforce any lien or foreclose any mortgage

over, or in respect of, any property of the other party or exercises any right of

forfeiture or re-entry in respect of any premises owned or occupied by the other party

or enters or seeks to enter into possession thereof; or

(c)the other party ceases business or stops or suspends or threatens to stop or suspend

payment of all or a material part of its debts or is unable to pay its debts.

17.3Expiry of the Term or earlier termination of this Agreement pursuant to this clause 16 shall

not affect or prejudice any rights or obligations to which either of the parties may be entitled or be subject and which have accrued before such expiry or termination.

17.4Upon the termination of this Agreement, the Customer or holder of the warehouse receipt

shall retrieve the goods by presenting the warehouse receipt to the Service Provider. Where the Customer or holder of the warehouse receipt delays in retrieving the goods, additional warehousing fee shall be charged; where the goods are retrieved before the end of the warehousing period, the charges for the warehousing shall not be reduced.

17.5Upon the termination of this Agreement, if the Customer or holder of the warehouse receipt

failed to retrieve the goods, the Service Provider may demand retrieval within a reasonable period, and if the goods are not retrieved at the end of such period, the Service Provider may place the goods in escrow.

18.SEVERABILITY

18.1Should any provision of this Agreement be held to be illegal, invalid or unenforceable under

the laws of any particular jurisdiction, such provision shall be severed from this Agreement, the legality, validity and enforceability of the remaining provisions of this Agreement in such jurisdiction shall remain unaffected and the legality, validity and enforceability of all provisions of this Agreement in any other jurisdiction shall not be affected.

19.ENTIRE AGREEMENT

19.1The parties hereto acknowledge that this Agreement, together with any documents referred to

herein, constitutes the entire agreement between them relating to its subject matter and that

this Agreement replaces and supersedes any previous oral or written arrangements, agreements, drafts, warranties, representations or understandings made or existing between them with respect to such subject matter.

19.2Each of the parties hereto acknowledges to the other that it has not been induced to enter into

this Agreement by any warranty, representation or statement other than as set out herein and agrees that it shall not be entitled to any remedy against the other in relation to any such other warranty, representation or statement except in the case of any fraud or similar misconduct.

20.FORCE MAJEURE

20.1Neither party to this Agreement (hereinafter in this Clause 15 referred to as the “affected

party”) shall be deemed to be in breach of this Agreement or otherwise liable to the other as a result of any delay or failure in the performance of its obligations hereunder if and to the extent that such delay or failure is caused by any force majeure and the time for performance of the relevant obligation(s) shall be extended accordingly. For the purposes of this clause, “force majeure” shall mean any event or circumstances which is or are beyond the reasonable control of the affected party including, without limitation, any flood, earthquake, storm, typhoon, subsidence, epidemic or other natural disaster or calamity, any war or threat thereof, terrorist action, riot, invasion, civil disorder, insurrection, any action or failure to act on the part of any governmental authority in any jurisdiction, any trade embargo, industrial action, strike or lockout, any shortage or absence of raw materials, labour or components, any destruction, damage or malfunction of or to any factory, equipment, plant or materials and any breach of contract , default or insolvency by or of any third party (including, without limitation, any sub-contractor), not being a third party which is a member of the same group of companies as the affected party, or an employee or officer of such third party.

20.2The affected party shall forthwith notify the other party of the nature, extent and possible

duration of the event or circumstances constituting the force majeure, use all reasonable endeavours to reduce the effect of such event or circumstances on the performance of its obligations hereunder and, forthwith after cessation of such event or circumstances, notify the other party thereof and resume full performance of its obligations under this Agreement.

20.3If any event or circumstances constituting the force majeure delays the performance by the

affected party of its obligations hereunder for a continuous period of not less than [six (6)] months, the other party hereto shall be entitled to give notice to the affected party to terminate this Agreement. Any such notice, which shall be irrevocable, shall specify the date on which such termination is to have effect, not being less than [fourteen (14)] days after the date on which such notice is deemed to be given. The provisions of this Agreement as to the consequences of termination shall apply to any termination pursuant to this Clause 15.3.

21.ASSIGNMENT

Except for the right to retrieve the goods provided by Article 9 (c) hereof, neither party shall, without the prior written consent of the other party, assign any of its rights or benefits, or transfer, or purport to transfer, any of its duties or obligations, under this Agreement.

OR

ASSIGNMENT

21.1The Customer may at any time, without the consent of the Service Provider, assign all or any

part of its rights or benefits pursuant to this Agreement.

21.2In the absence of any such assignment, a subsidiary or holding company of the Customer or a

subsidiary of any such holding company shall, as agent of the Customer, be entitled to perform the duties of the Customer or enforce the rights or benefits of the Customer pursuant to this Agreement. The actions of any such subsidiary or holding company shall be binding upon the Customer and shall be deemed to be the actions of the Customer.

21.3The Service Provider shall not be entitled to assign any of its rights or benefits, or transfer, or

purport to transfer, any of its obligations, pursuant to this Agreement without the prior written consent of the Customer. In addition, the Service Provider shall not be entitled to charge, pledge or create, or allow the creation of, any encumbrance or other third party interest of any nature whatsoever over any of its rights or benefits pursuant to this Agreement.

22.HEADINGS

22.1The headings set out in this Agreement are included for convenience only and shall not in any

way affect the construction or interpretation hereof.

23.AMENDMENTS

23.1No amendment or variation of this Agreement shall be effective unless made in writing and

signed by the parties hereto.

24.NOTICES

24.1Any notice required or authorised to be given under, or in connection with, this Agreement by

either party to the other shall be in writing in the English language.

24.2Any such notice shall be sent to the recipient at the address set out in Clause 23.4, or as

otherwise directed by the recipient pursuant to Clause 23.5. Notices may be delivered by hand or sent by registered post, courier or by facsimile.

24.3If delivered by hand or sent by courier, notice will be deemed to have been given on the date

of delivery at the recipient?s address. If sent by facsimile, notice will be deemed to have been given on the date of despatch, subject to confirmation of uninterrupted transmission by a transmission report provided that any notice sent by facsimile after 5:30 p.m. (local time at the recipient?s address) on any business day or at any time on a Saturday, Sunday or public holiday (in the jurisdiction where the recipient has its address) shall be deemed to have been given at 9:00 a.m. on the next following business day.

24.4The parties? addresses and other details for the purposes of this Clause 23 are, subject to

Clause 23.5, as follows:

SERVICE PROVIDER:

[Insert Address]

Fax Number: [Insert Fax Number]

For the attention of

CUSTOMER:

[Insert Address]

Fax Number: [Insert Fax Number]

For the attention of

24.5Either party hereto may notify the other of any change of its address, facsimile number or the

person for whose attention any notice should be marked, provided that such notification shall not have effect earlier than two (2) business days after the date on which it is deemed given pursuant to this Clause 24.

25.APPLICABLE LAW AND JURISDICTION

25.1This Agreement shall be governed by, and construed in all respects in accordance with, the

laws of [Name of the country or region].

25.2Any dispute arising from, out of the implementation of, or in connection with this Agreement

shall be settled through friendly consultation between the Parties. In the event that no

settlement of the dispute can be reached through consultation within sixty (60) days following

the date on which a written request for consultation by any Party, the dispute shall be

submitted to:

[Insert the name of the arbitration commission], located in [Insert the location of

arbitration], and be finally settled by arbitration in accordance with the arbitration rules of the

said Arbitration Commission in effect on the date of arbitration. The arbitration award shall

be final and binding upon all Parties.

Or:

[The court of the place where the Customer is domiciled/ the court of the place where the

Service Provider is domiciled/ the court of the place where this agreement is performed/ the

court of the place where the agreement is signed]

(Only one of the above two options may be selected at one time.)

AS WITNESS the hands of duly authorised representatives of the parties the day and year first above written.

[Insert Schedules]

SIGNED by [ ] )

for and on behalf of [Name of Customer] )

in the presence of : ) ……………………………………………

SIGNED by [ ] )

for and on behalf of [Name of Service Provider] )

in the presence of : ) ……………………………………………