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Agreement General Terms
Definitions:
Shipping Agent: The party who has sent the offer to the customer.
Customer: The party who is willing to obtain freight services from the shipping agent in accordance with the terms of the offer and this General terms.
Offer: The special conditions sent by the shipping agent to the customer that shall govern the relation between the parties during the term.
Term: The period in which the offer/ contract shall be applied to and be in force.
1. Credit:
1.1 Credit Period
Subject to clause 1.2 below, Customer shall pay all accumulated amounts due on all its shipments, based on the invoices issued by the Shipping Agent within a period not exceeding the period mentioned in the offer as from the issuing date of the invoice which will hereafter referred to as "Credit Period".
1.2 Credit Limit
When the total accumulated value of unpaid invoices, whether overdue or not, exceeds the sum of the Credit Limit, which is stated in the offer, the Customer agrees to pay instantly the amount exceeding the Credit Limit immediately, even if the credit period is not reached yet.
2. Payment:
2.1 Currency
Any sum payable to the Shipping Agent shall be paid in JOD or, at Agents’ option notified on the invoice to the Customer.
2.2 Full payment
Payment shall not be effective unless the amount of the payment is unconditionally and irrevocably transferred to and at the effective disposal of the Shipping Agent Account. Each payment under this Agreement shall be made in full without set-off, withholding, abatement, counterclaim or deduction or stay of execution of any kind.
2.3 Remittance advice
If settlement of freight and charges is done via bank transfer or cheques, Customer agrees to forward a separate remittance advice outlining which invoices that are included in each payment. This is to facilitate correct registration of the payment and to avoid any confusion when payments are registered.
* If the remittance notification wasn’t sent payment will be applied to the oldest outstanding invoice.
3. Invoices:
3.1 The customer shall assign in his acceptance/reply to the offer one or more of his employees to collect the invoices issued by the Shipping Agent.
3.2 Disputed Invoice
If the Customer disputes any invoice, in whole or in part, the Shipping Agent must be notified in writing, including by e-mail, and no later than 7 (seven) days after Customer’s receipt of the invoice after which time the Customer shall not be entitled to dispute the invoice. Any part of an invoice not being disputed must be settled in accordance with the credit terms set out in this Agreement.
A disputed part of an invoice will be excluded from the standard payment terms until the dispute has been settled. Once the dispute is resolved, payment, as applicable, must be made in accordance with the original Due Date.
If the disputed part of the invoice is not resolved, then term 5 of the general terms will be applied.
3.3 The invoice must be considered as effective and obliged to the Customer in all its partials, if the customer did not notify the Shipping Agent in writing or by E-mail his objection on invoices or any part of the invoices within the duration mentioned in paragraph 3.1.
4.1 The Customer admits that any E-mail with the domain specified in his acceptance/ reply to the offer is related to him.
4.2 The Shipping Agent admits that any E-mail with the domain (Nauri.com) is related to him.
4.3 The two parties agree that all correspondences, notifications, warnings, sent to any of the two parties by the E-mail address mentioned above, are correct and obligatory to the party for the purpose of applying all the terms of this agreement, and will lose his right to object in court in any way of objections.
4. Correspondences:
5. Events of Default and Remedies:
5.1 Events of Default
Failure of settlement of outstanding amounts by the Customer and/or its Subsidiaries according to Section 2.2 constitutes an Event of Default.
5.2 Remedies
If an Event of Default has occurred, the Shipping Agent reserves the right to take any or all the following remedies:
5.2.1 Apply automatically and without prior notice a fixed charge of 1% of the remaining amount monthly and a default Interest at the rate indicated above on the outstanding overdue amounts.
5.2.2 Withhold any original documents including transport documents and/or cargo, whether related to the unpaid invoice or not, until all overdue freight and charges, including collection and reminder fees and expenses, are settled without being held responsible for any compensation of whatever kind by the customer.
5.2.3 Suspend the granting of credit as per the following details:
5.2.3.1 In the event of an invoice not being paid within the Credit Period or in the event of the Credit Limit being exceeded, the Shipping Agent may choose to suspend the granting of credit under this Agreement in relation to the Customer. Such suspension shall be notified in writing including by e-mail. In the event of credit suspension, these credit terms shall not apply to any offer concluded after the suspension has taken effect.
5.2.4 Exercise any applicable right of line over any cargo and stop providing or arranging services.
5.2.5 Take all legal and judicial procedures to ensure that the collection of all money payable by the Customer, and the value of all fees, expenses and attorney's fees and legal interest.
6. Range of agreement:
6.1 Entry into Force
This agreement is to be effective from the date of the customer acceptance and/or the first shipping order for the period specified in the offer, unless the Shipping Agent sends a written notification to the Customer stating that the agreement is terminated before the termination date. The Shipping Agent has the right to terminate the credit facility agreement without stating any reason to the Customer and without any compensation to the customer.
6.2 If this agreement wasn’t terminated by written notification from any of the two parties, this agreement will continue to be effective by default.
6.3 If this agreement was terminated before the payment of all accounts payable, the Shipping Agent will not give the Customer any credit facilities for the remaining charges, which are to be paid at the date of receipt of the invoice.
7. Confidentiality:
7.1 Except as may be necessary to comply with applicable laws, regulations, court orders, arbitral awards or for the benefit of a party’s legal advisors or accountants, this Agreement must be kept strictly confidential between Shipping Agent and Customer and his Subsidiaries. Disclosure of any of the provisions of this Agreement may result in Shipping Agent’s termination of this Agreement with immediate effect.
8. Governing Law & Jurisdiction:
8.1 This Agreement will be governed by and construed in accordance with the laws of the Hashemite Kingdom of Jordan and the parties submit to the exclusive jurisdiction of the Courts of Amman, (the Justice Palace). The prevailing party shall be entitled to receive its attorney fees and own reasonable costs and expenses.
The Shipping Agent vouchers, receipts, Invoices, Debit notes and books are the only method used to determine the amount of money required from the Customer by the Shipping Agent under this agreement, and the Customer drops the right to object on these vouchers, books, receipts, Debit notes and books.