Import/Export Agency Contract

This Contract is made and entered into on [Insert Effective Date] ("Effective Date") between:

OctaTrade (Pty) Ltd
Registration Number: 2025/624727/07
Address: 16 Harmonie, 1 Orchid Avenue, Doringkruin, Klerksdorp, 2576, South Africa
Email: [Insert Email Address]
Phone: [Insert Phone Number]
("the Agent")

and

[Client Name]
Address: [Insert Client Address]
Email: [Insert Client Email Address]
Phone: [Insert Client Phone Number]
("the Client")

Collectively referred to as the "Parties" and individually as a "Party."

1. Purpose and Scope

1.1 The Client appoints the Agent as its non-exclusive registered agent to perform import and export agency services in South Africa, in accordance with the Customs and Excise Act, 1964, and the South African Revenue Service (SARS) requirements for Form DA 185 (Registered Agent for Importer/Exporter). 1.2 This Contract governs the Agent’s services for the Client, including but not limited to customs clearance, documentation, and compliance for goods imported to or exported from South Africa, whether for South African producers (e.g., farmers, Southern African Agri Initiative members, mining companies) or foreign entities trading South African products.

2. Services

The Agent shall provide the following services on a best-effort basis, subject to delays caused by third parties (e.g., SARS, freight forwarders): 2.1 Customs Clearance: Prepare and submit customs declarations (e.g., Single Administrative Document - SAD) to SARS. 2.2 Documentation Management: Obtain and manage documents, including bills of lading, commercial invoices, packing lists, and certificates of origin (e.g., DA59). 2.3 Tariff Classification: Identify Harmonized System (HS) codes for goods to ensure compliance with SARS tariff schedules. 2.4 Duty and VAT Calculations: Advise on customs duties, VAT, and other levies (e.g., anti-dumping duties) per SARS guidelines. 2.5 Permit Applications: Assist with applications for import/export permits through the International Trade Administration Commission (ITAC). 2.6 Compliance: Ensure adherence to South African customs regulations, trade agreements (e.g., SACU, SADC, EU EPA), and Incoterms 2020. 2.7 Liaison: Act as the point of contact with SARS, freight forwarders, and other parties. 2.8 Record Keeping: Maintain accurate records of transactions and declarations as required by SARS for a minimum of 5 years.

3. Client Responsibilities

The Client shall: 3.1 Provide accurate and complete information about goods (e.g., descriptions, values, origins) for tariff classification and customs clearance. 3.2 Supply all required documentation (e.g., commercial invoices, packing lists, certificates of origin) on time. 3.3 Pay all applicable customs duties, VAT, and levies as determined by SARS. 3.4 Notify the Agent promptly of any changes in the nature or scope of goods.

4. Fees and Payment

4.1 Non-Exclusive Fees: The Agent shall charge:

• A commission of 5% of the Free on Board (FOB) value of goods per transaction, subject to a minimum fee of ZAR 1,000 per consignment.
• Reimbursable expenses (e.g., courier fees, ITAC permit costs) at cost, with prior Client approval. 4.2 Exclusive Option: If the Client opts for an exclusive agency arrangement (where the Agent is the sole agent for the Client’s import/export activities in South Africa), the commission shall be reduced to 3.5% of the FOB value, subject to a minimum fee of ZAR 750 per consignment. Exclusivity requires a separate written addendum. 4.3 Payment Terms: Fees and expenses are payable within 30 days of invoice issuance via bank transfer to the Agent’s nominated account: [Bank Details to be Inserted]. Late payments incur interest at 2% per month. 4.4 Fee adjustments may be mutually agreed in writing, reflecting changes in market conditions or the scope of services.

4.2  Banking Details:

• To be confirmed

5. Incoterms 2020 and Insurance

The Parties shall agree on applicable Incoterms 2020 for each transaction. The Agent shall advise on insurance obligations based on the chosen Incoterm:

• EXW (Ex Works): Buyer (Client) assumes all risks and costs, including insurance, from the seller’s premises.
• FCA (Free Carrier): Buyer assumes risk and insurance once the seller delivers to the carrier.
• CPT (Carriage Paid To): Seller pays carriage; buyer assumes risk and insurance upon delivery to the carrier.
• CIP (Carriage and Insurance Paid To): Seller arranges marine cargo insurance (minimum cover) and pays carriage; buyer assumes risk upon delivery to the carrier.
• DAP (Delivered at Place): Seller bears risk until goods reach the destination; buyer arranges insurance unless agreed otherwise.
• DPU (Delivered at Place Unloaded): Seller bears risk until goods are unloaded; buyer arranges insurance.
• DDP (Delivered Duty Paid): Seller bears all risks and costs, including insurance, until goods are delivered to the buyer.
• FAS (Free Alongside Ship): Buyer assumes risk and insurance once goods are alongside the ship.
• FOB (Free on Board): Buyer assumes risk and insurance once goods are on board the vessel.
• CFR (Cost and Freight): Seller pays freight; buyer assumes risk and insurance upon loading onto the vessel.
• CIF (Cost, Insurance, and Freight): Seller arranges marine cargo insurance (minimum cover) and pays freight; buyer assumes risk upon loading.

6. Warranties and Representations

6.1 Agent Warranties: The Agent warrants that it will:

• Perform services with reasonable care, skill, and diligence under South African customs laws.
• Maintain necessary registrations with SARS to act as a registered agent.
• Comply with applicable trade agreements and Incoterms 2020. 6.2 Client Warranties: The Client warrants that:
• All goods comply with South African import/export regulations and international trade laws.
• Information provided to the Agent is accurate and complete.
• Goods are not subject to sanctions or prohibitions unless disclosed.

7. Confidentiality

7.1 Both Parties shall maintain the confidentiality of all business-related information, except as required by SARS, ITAC, or other legal authorities. 7.2 Confidential information may not be disclosed to third parties without prior written consent, except as required by law.

8. Intellectual Property

8.1 Any intellectual property (e.g., trade documents, templates, or software) developed by the Agent remains the Agent’s property unless otherwise agreed. 8.2 The Client grants the Agent a non-exclusive license to use Client-provided data solely for performing the services.

9. Non-Compete and Non-Solicitation

9.1 During the term of this Contract and for 12 months after termination, the Client shall not engage the Agent’s employees or subcontractors directly for similar services without the Agent’s consent. 9.2 The Client may engage other agents, as this is a non-exclusive contract, unless an exclusivity addendum is signed.

10. Liability and Indemnity

10.1 The Agent shall not be liable for delays, penalties, or losses caused by inaccurate Client information, third-party actions (e.g., SARS, freight forwarders), or force majeure events. 10.2 The Client shall indemnify the Agent against claims arising from non-compliance due to the Client’s failure to provide accurate information or comply with regulations.

11. Force Majeure

Neither Party shall be liable for failure to perform due to events beyond their reasonable control, including natural disasters, government actions, or disruptions in global trade (e.g., port closures). The affected Party shall notify the other promptly and resume performance as soon as practicable.

12. Dispute Resolution

12.1 Mediation: Any dispute arising from this Contract shall first be resolved through good-faith mediation in Klerksdorp, South Africa, within 30 days of notice of the dispute. 12.2 Arbitration: If mediation fails, disputes shall be referred to arbitration under the rules of the Arbitration Foundation of Southern Africa (AFSA) in Johannesburg, with one arbitrator appointed by AFSA. The arbitration decision shall be final and binding. 12.3 Litigation: If arbitration is not feasible, disputes shall be resolved in the courts of Klerksdorp, South Africa.

13. Duration and Termination

13.1 This Contract is effective from the Effective Date and continues until terminated. 13.2 Either Party may terminate with 30 days’ written notice. Termination does not affect obligations for transactions in progress or outstanding fees. 13.3 The Contract may be renewed annually by mutual written agreement, with terms reviewed to reflect market conditions.

14. Governing Law

The laws of the Republic of South Africa govern this Contract. The Parties submit to the non-exclusive jurisdiction of the courts of Klerksdorp, South Africa.

15. Assignment

Neither Party may assign this Contract without the other’s prior written consent, except that the Agent may subcontract operational tasks (e.g., freight forwarding) with notice to the Client.

16. Entire Agreement

This Contract constitutes the entire agreement between the Parties, superseding all prior agreements or understandings. Amendments must be in writing and signed by both Parties.

17. Notices

Notices shall be in writing and delivered via email or registered mail to the addresses listed above or as updated by either Party.

18. Schedules

Schedule A: Fee Structure

• Non-Exclusive: 5% FOB value, minimum ZAR 1,000 per consignment.
• Exclusive (Optional): 3.5% FOB value, minimum ZAR 750 per consignment.
• Expenses: Reimbursable at cost with approval.
• Payment: Within 30 days, interest at 2% per month on late payments.

Schedule B: Service Metrics
The Agent shall perform services on a best-effort basis, aiming for:

• Customs clearance within 3-5 business days, subject to SARS processing times.
• Documentation submission within 2 business days of receiving Client information.
• Response to Client inquiries within 24 hours.

Signatures

For OctaTrade (Pty) Ltd

[Authorized Signatory Name]
Director
Date: [Insert Date]

For [Client Name]

[Authorized Signatory Name]
[Title]
Date: [Insert Date]