SIGNATURE GLOBAL NETWORK PTY LTD AGENCY AGREEMENT
This is a BINDING AGREEMENT

Date:
This Agreement, effective as of the date mentioned above, is entered into by and
between the following parties:

Company Name:
Hereinafter referred to as "Member"
and
SIGNATURE GLOBAL NETWORK PTY LTD
(on its behalf and on behalf of SGN members as third-party beneficiaries of this
Agreement)
9 VIDOS ROAD, GREENVALE VIC 3059
(hereinafter referred to as SGN)
WHEREAS:
SGN represents a global network of independent owned and operated freight
forwarders and customs brokers and, pursuant to SGN's "Power of One philosophy",
the intent of SGN is to foster closer working relationships between network
members.
Member is a network Member in good standing of SGN and Member has an SGN
Membership Agreement in force and effect.
SGN will maintain a current and make available up-to-date listing of those of its
network companies that have signed an Agreement in similar format to this one
(SGN Members).
Member recognizes that this Agreement is being executed by SGN on its own behalf
and on behalf of other SGN Members as third-party beneficiaries of this Agreement.
Member accepts that the terms and conditions of this Agreement shall be binding on
other SGN Members as if Member had entered this agreement directly with each
SGN Member individually.
By purchasing membership and/or services from SGN, Member automatically
accepts and agrees to be bound by the terms and conditions of this
Agreement.
Member acknowledges that all sales of membership and services are final and
non-refundable, except as otherwise expressly provided in this Agreement.
Therefore, for these and other valuable considerations, Member and SGN, on its
own behalf and on behalf of SGN Members as third-party beneficiaries of this
Agreement, agree to the following:
ARTICLE 1 - APPOINTMENT AND TERRITORY
1.1 Member will act as a general, non-exclusive sales and break-bulk and delivery
agent on behalf of SGN Members in the geographic region in
which Member has applied for and has been accepted as the SGN Member therein,
hereinafter referred to as the "Territory".
1.2 Member agrees that it will perform all duties and responsibilities in the Territory in
an appropriate, efficient, and lawful manner.
1.3 Member agrees that its branch offices (if applicable) shall also abide by this
Agreement.
1.4 Member agrees not to solicit SGN members for the purpose of joining competing
networks or any other activity that could be deemed as a
breach of SGN business ethics, guidelines or as severe "conflict of interests'
ARTICLE 2 - ACTIVITIES & OPERATIONAL MATTERS
2.1 Member shall employ sufficient personnel and adopt adequate and best practice
procedures to ensure that superior quality services are
provided, preferably incorporating the ISO 9000 standard.
2.2 Member shall in no instance change the contents of any Bill of Lading or
Airwaybill issued by another Party in any way without written
authorization of that Party
2.3 The Member's responsibilities as regards Import/ Inbound Shipments shall be as
follows:
2.3.1 Member shall follow the written instructions of the Originating SGN Member
with regards to each shipment. The instructions should include appropriate costs,
fees preferable agreed in advance of the time of shipment, and other pertinent
information.
2.3.2 On receipt of shipments Member shall make certain that freight and
documentation are in good order and, if shortages or damages are
noticed, Member shall endorse the carrier's receipt accordingly and immediately
notify the Originating Party. Moreover, Member shall file a preliminary notice of claim
against the carrier to protect the rights of the Originating Party and shall handle the
claim according to Article 6 of this Agreement.
2.3.3 For any HAWB, HBL or T B/L consigned to the "Bank", Member must obtain a
Bank Release confirmation in writing and/or the Bank
endorsement on the HAWB, prior to releasing the documents to the final consignee.
Failure to comply with the aforementioned handling
procedure will result in the Member bearing the full responsibility for any claim made
by the Shipper and/or the Originating Party.
2.3.4 On receipt of shipment, Member shall immediately contact the ultimate
consignee or its appointed broker within 24 hours by telephone, fax, e-mail or other
means. Member shall promptly reply to all communications and to particular requests
for specific information within 24 hours from receipt. Information regarding the
delivery of the documents to the consignee's broker or in the case of the brokerage
service being provided by Member must be communicated to the Originating Party
within 24 hours.
2.3.5 The delivery of the shipment to the ultimate consignee must be reported as a
P.O.D. with the names of the signing parties, date and time,
within 24 hours. In cases whereupon receipt remarks have been made in respect of
shortage or damage, and this information is to be immediately
reported to the Originating Party.
2.3.6 If the consignee(s) does/do not respond to arrival notice(s) within 7 days from
arrival date, then Member is obligated to promptly inform the
Originating Party hereof and the Originating Party must then provide instructions to
Member as to how to proceed within 24 hours. The Originating Party shall be liable
for any costs incurred by Member in connection with the Originating Parties
instructions regarding the disposition of the shipment.
2.3.7 If the consignee or the consignee's appointed representative does not take
immediate delivery of the shipment or refuses to pay the collect charges involved,
Member shall immediately notify the Originating Party by telephone, fax or e-mail
and shall act in accordance with the Originating Party's instructions. In the case
described here, the Originating Party would be liable for any or all of the collect
charges not paid by the consignee.
2.3.8 In cases where the Originating Party requires Member to collect payment for
the goods on behalf of the shipper, Member agrees to be responsible for collecting
the full C.O.D. amount. Member will be responsible to collect, prior to releasing the
cargo, a Bank Draft or Cashier's Check made out in name of the Shipper in the
amount and currency shown on the commercial invoice or the HAWB. The bank draft
will be sent
back to the Originating Party. Such C.O.D. shipments must be notified by the
Originating Party to Member prior to shipment (departure at origin). Failure to collect
the Bank Draft or Cashier's Check will result in Member bearing the full responsibility
for the full amount and for any claim made by the Shipper and/or the handling agent
at origin. Member's company check for payment of C.O.D. is not acceptable, unless
agreed
otherwise between Originating Party and Shipper. Member, at its own discretion, will
be entitled to charge to the Originating Party a C.O.D.
administrative fee for the service rendered (including courier expenses). Such
service fee should be discussed and agreed upon prior to shipment.
2.3.9 In the case of shipments forwarded on a "collect basis," Member shall be
responsible for collecting such charges prior to making the final
delivery. However, should Members decide to grant credit facilities to the consignee
or the consignee's appointed representative, the granting of
such credit facilities shall be entirely the responsibility and be at the risk of Member.
2.3.10Member specifically acknowledges and understands that monies collected on
a 'collect basis" on behalf of the Originating Party are and shall
remain the property of the Originating Party. 2.4 The Member's responsibilities as
regards export shall be as follows:
2.4. 1 Master Air Waybills (MAWBs) or Ocean Bills of Lading (OBLs) shall be sent on
a "prepaid" basis unless there has been a prior written
agreement between the Member and the SGN Member at destination. The
international manifest of shipments in the consolidation and all relevant
customs documents shall be attached to the MAWB or OBL.
2.4.2 The Member or the SGN Member shall promptly send to the other party a
pre-alert via Internet e-mail or fax to cover every shipment. This
pre-alert shall contain at minimum the following information: Originator's Reference
Number, MAWB or OBL Number, House Airway bill
(HAWB), House Bill of Lading (HBL) or TB/L Number, Shipping date, Flight number,
total number of pieces, weight, shipper's and consignee's
name, port of departure, port of arrival, ETD and ETA. 2.4.3 In the United States
trade lane, Member shall only issue its own HBL if it is either a
licensed or registered non-vessel operating common carrier ("NVOCC"), has
appropriate bond(s) on file with the Federal Maritime Commission
("FMC"), and electronically publishes rates and charges pursuant to the shipping
statues and regulations of the United States. Member may issue
HBLs of other SGN Members in the United States trade lanes, but only if those SGN
Members are themselves licensed or registered with the FMC,
have appropriate bonds, and publish tariffs in accordance with U.S. laws.
Additionally, Member must have written authority to utilize the HBL of
another SGN Member. Member agrees that it will indemnify SGN, and any SGN
Members with regard to the usage of another SGN Member's
HBL. 2.4.4 When advised that a consignee(s) does/do not respond to arrival
notice(s) within 7 days from arrival date, Member must then provide
instructions as to how to proceed within 24 hours. Member shall be liable for any
costs incurred in connection with Member's instructions
regarding the disposition of the shipment. 2.4.5 Member is responsible for the
issuance of Profit Splits as per Article 4 below
ARTICLE 3 - SALES & SALES EFFORTS
3.1 Member will make all possible efforts to increase air and ocean cargo traffic with
other SGN Members by:
3.1.1 Employing sufficient sales and marketing staff to generate business and make
sales calls.
3.1.2Regularly contacting existing and potential clients.
3.1.3Presenting routing requests, where geographically possible, within 48 hours.
3.1.4Formulating and regularly updating marketing, service and pricing changes
3. 1.5Monitoring competition service standards and rates and advising of changes
where known
3.2 Member agrees to provide true NET/ NET rates upon request from other SGN
Members taking into account all legal commissions,
rebates and incentives.
3.3 Sales Leads — Member shall promptly act and reply to all qualified leads, routing
orders, purchase orders or other documents
containing instructions for the use of its services. In no instance shall responses take
more than 5 days from date of receipt. A Sales Lead is
considered qualified when the lead includes a company name, a contact name,
email or phone contact information, and background as to the
opportunity associated with the lead. Sales rates must always be shown on Sales
Leads and Routing Orders.
3.4 Member agrees to adapt their rates structure to meet competition, provided the
profit is maintained at a level acceptable by SGN
Members. Member agrees to coordinate negotiations with carriers jointly or
separately to achieve greater service levels and lower buying rates.
3.5 Member will cooperate fully with SGN in the preparation of worldwide Requests
for Quotations (RFQs).
ARTICLE 4 - PROFIT SPLITS & BREAK BULK FEES
4. 1 As a general practice, A profit split on a 50-50 basis shall be applicable on
business jointly generated between Member and another SGN
Member
4.2 Prepaid shipments, generated by the Member will not be subject to any split
profit unless generated by joint sales activity.
4.3 Profits Shares shall be calculated as follows based on true net/net rates taking in
to account all legal commissions, rebates and
incentives: Freight Consolidations: MAWB/MBL freight cost, Direct/1ATA Air
4.4 The exception to 4.3 above is in the case where the point of origin on the
HAWB/HBL is different from the point of origin on the
MAWB/MBL, (otherwise known as a "door-airport" shipment). In these cases the
transportation costs to the departure point as per the
MAWB/Master Bill of lading are to be applied at net/net cost.
4.5 If the destination on the HAWB/HBL is beyond the destination on the
MAWB/MBL, (otherwise known as an "airport-door" shipment), those
transportation costs to the final destination point as per the HAWB/HBL are to be
billed back by Receiving Party at destination to the Sending
Party at origin at 50% of the net cost.
4.6 In the case of "door - door" shipments, transportation costs from origin to
departure airport and from destination airport to final destination are
to be handled as above.
4.7 No break-bulk fee shall be charged by either Party.
4.8 Warehousing and containerization charges for export shipments are to be borne
by the Member at origin. These expenses are excluded from
the profit split calculation unless previously agreed.
4.9 Importing expenses for disembarkment of containers deconsolidation,
warehousing and break-bulk expenses are to be borne by the Receiving
Party at destination. These expenses are excluded from the profit split calculation
unless previously agreed.
4.10 The issuance of a profit split is the obligation of the origin party. Credit Notes for
profit splits are to be issued no later than 7 days after the date
of shipment or, if prepared on a monthly basis, no later than 7 days after month-end.
4.11 In the event of any disputes as regards Profit Splits, the dispute will initially be
referred to SGN.
ARTICLE 5 - COMMUNICATIONS
5.1 Inquiries by fax or email must be replied to by end of the workday regardless of
result and/or outcome.
5.2 Continuous lack or delay in responses may subject Member to termination in
accordance with the SGN Membership Agreement
5.3 Member will be responsible for its own costs in respect of communication costs
whether related to sales, operations, and performance
responsibilities within the Agreement.
5.4 No information whatsoever in relation to the cooperation between Member and
SGN Members - sales and operational — shall be given to a
third party, other than that which may be required by a statutory body, without both
parties written consent.
5.5 Member will exchange details of operational procedures, names of key
personnel, tariffs, and any further information, which are deemed to be
useful to maintain and increase mutual cooperation.
ARTICLE 6 - CARGO CLAIMS & INSURANCE:
Member warrants that it maintains valid, current freight forwarding liability coverage
on
shipments with either HAWBs or HBLs. This coverage shall include the settlement of
well-founded claims and the defense against well founded
claims made against Member. Such coverage shall be governed by the Warsaw
Convention, with a maximum liability of US$20 per kilogram for air
shipments and US$500 per manifested piece when shipped via ocean carrier.
Member shall provide, upon request, the name and address of its liability insurance
representative.
If any notice, information, or claim is received by Member or its employees or agents
that any shipment has been damaged, lost, short-landed or in
any way affected, which may give rise to claims or other liabilities, then Member shall
notify all appropriate parties within 24 hours.
In no instance shall Member, its employees or agents admit liability on behalf of any
other SGN Member without the prior written approval of that
SGN Member.
ARTICLE 7 - ACCOUNTING
7.1 General Principals:
7.1.IMember specifically acknowledges and understands that monies collected on a
"collect basis" on behalf of the Originating Party are and shall
remain the property of the Originating Party.
7.1.2Member will "consider" extending to other SGN Members a credit limit of
US$5,OOO or US$ 10,000 in the event that the SGN Member is a
participant in the SGN Accounts Receivable Insurance Fund. Should these credit
limits be reached, Member can request an interim payment from
the other SGN Member pending settlement. It will be at Members sole discretion to
lower or raise such credit limit with regard to another SGN
Member. CREDIT AGREEMENTS ARE BETWEEN MEMBERS AND NOT
DICTATED BY SGN. Also, each member should enforce their
own relevant credit "checks and balances" prior to entering into a ongoing
relationship with another SGN member.
7.1.3Member shall keep accurate and separate records and accounts for the
shipments transacted under this Agreement, and, if required to do so
by SGN, shall provide SGN with a copy of such records and accounts.
7.2 Settlements
7.2.1 Settlement of all invoices shall be made in United States Dollars ("USD") or
any other currency as previously agreed to in writing between
Member and other SGN Members. The amount due must be paid in the agreed
currency, free of bank commissions. The rate of exchange shall be
the rate of exchange on the date of the invoice as published by the currency
calculator on www.bloomberg.com, or any other internationally
recognized currency converter, whichever is accurate and acceptable in international
commerce.
7.2.2 UnIess there is an agreement to the contrary, terms of payment shall be on the
last day of the month following the month in which an invoice
is dated - the "Settlement Date". As an example, invoices dated March 5, March 10
and March 15 will all be due and payable on the Settlement Date of April 31.
7.2.3 By the 7th day of each calendar month, Member shall send its statements of
open invoices (and credit notes covering Profit Splits) to each SGN Member.
7.2.4 By the 15 th day each calendar month, Member shall have reconciled its
statement with other Members and the SGN Member with a net
payable balance shall arrange payment by no later than the last day of the month.
7.2.5 Should the aggregate of the offset amount be less than the equivalent of USD
500, then that amount shall be rolled-over to the following month without interest.
7.3 When Member submits a payment to another SGN Member, complete detailed
information must be provided on the remittance advice
for items paid in full.
7.4 If Member has not been paid the agreed upon amount due within 10 days of the
Settlement Date, by another SGN Member, Member shall notify SGN who will take
the necessary remedial actions.
7.5 Member agrees and accepts that, in the event that Member fails to pay any
amounts due to other SGN Members by the Settlement Date,
interest of 1% per month will be payable as well as any other charges due to the
devaluation of the Member's currency
7.6 Member agrees that the originating party shall pay full bank charges associated
with the wire transfer of funds, and the receiving party
shall pay their bank charges for receiving wire transfers.
7.7 In the event that there are any items in dispute, these shall either (i) be omitted
from the settlement by mutual consent between the
Member and the other applicable SGN Member or (ii) referred to SGN for arbitration.
Having disputed items should in no way affect the payment
of other agreed upon invoices in a settlement.
ARTICLE 8 - CONDITIONS
8.1 Member acknowledges that it will operate in accordance to the Standard Trading
conditions applicable to its area of operation, or international
standard trading and banking conditions and regulations governed by IATA, FIATA
and the Warsaw Convention and all applicable local
government laws applicable to its Territory.
ARTICLE 9 - ARBITRATION
9.1 An initial attempt to amicably settle all controversy or claim arising out of or
relating to this agreement, or any breach thereof, shall be made
between SGN Members with each party exercising goodwill towards the other. In the
event that SGN Members cannot settle any dispute
amicability, the dispute shall be referred to SGN for an independent decision.
Depending on the severity of the dispute, SGN shall make known its
decision or shall appoint an advisory committee of 3 Members unrelated to the
dispute to provide a decision. Such decision shall be binding on
SGN Members.
ARTICLE 10 - AMENDMENTS - DURATION - TERMINATION
10.1 This Agreement will be valid as from the date of this Agreement for an indefinite
period of time unless conditions in the termination clause are
applicable.
10.2 This Agreement can be terminated by:
10.2.1 Virtue of violation of any term of this Agreement
10.2.2 Virtue of bankruptcy, insolvency, or change of ownership not acceptable to
SGN
10.2.3 Member committing a negligent act or omission, whether intentional or not,
which constitutes a breach of this Agreement
10.2.4 By Member giving notice of termination in writing in accordance with the terms
of its Membership Agreement.
10.2.5 By termination of Member by SGN in accordance with the terms of the
Membership Agreement in force.
10.3 If this Agreement is terminated for any reason whatsoever, then Member shall
pay any and all amounts accrued, due and unpaid as at the date
of the termination without prejudice to any right to claim for actions or omissions that
give rise to termination of this Agreement.
10.4 This Agreement may not be amended or modified in any way except by mutual
agreement, in writing, signed by both Member and SGN.
Unless otherwise agreed, any notice under this Agreement shall be sufficient if sent
by registered letter or by cable or fax.
ARTICLE 11 - CONFIDENTIALITY
11.1 During the period of this Agreement and any time thereafter, either Party shall
not communicate to any third party the terms of this
Agreement or disclose any information received or learned in connection with this
Agreement.