Commercial Contract

SHIPPING AGREEMENT

Small and Medium Enterprises Development Authority

Ministry of Industries & Production
Government of Pakistan
[Link]
HEAD OFFICE
4th Floor, Building No. 3, Aiwan-e-Iqbal Complex, Egerton Road,
Lahore
Tel: (92 42) 111 111 456, Fax: (92 42) 36304926-7
helpdesk@[Link]

REGIONAL OFFICE REGIONAL OFFICE REGIONAL OFFICE REGIONAL OFFICE

PUNJAB SINDH KPK BALOCHISTAN

3rd Floor, Building No. 3, 5TH Floor, Bahria Ground Floor Bungalow No. 15-A
Aiwan-e-Iqbal Complex, Complex II, M.T. Khan Road, State Life Building Chaman Housing Scheme
Egerton Road Lahore, Karachi. The Mall, Peshawar. Airport Road, Quetta.
Tel: (042) 111-111-456 Tel: (021) 111-111-456 Tel: (091) 9213046-47 Tel: (081) 831623, 831702
Fax: (042) 36304926-7 Fax: (021) 5610572 Fax: (091) 286908 Fax: (081) 831922
[Link]@[Link] helpdesk-khi@[Link] helpdesk-pew@[Link] helpdesk-qta@[Link]

January 2013
Shipping Agreement
Pro-Gole (Right to do Business)
Legal Services, B&SDS

LEGAL SERVICES, SMEDA

The Legal Services (LS) department is a part of Business & Sector Development
Services Division of the Small Medium Enterprises Development Authority and plays
a key role in providing an overall facilitation and support to the small businesses. The
LS believes that information dissemination among the small businesses on the
existing legal & regulatory environment and business to business and business to
client contracting is of paramount importance and plays a pivotal role in their
sustainable development.

In order to facilitate small businesses, the LS, under the Pro-GOLE (Right to do
business) project, a joint SMEDA-UNDP initiative for supporting the small businesses,
has developed user-friendly contract templates.

Pro-GOLE, (Right to do Business)

The UNDP has partnered with the Small and Medium Enterprises Development
Authority to initiate and execute the Pillar 4 (Right to do business) component of the
UNDP PRO-GOLE project which seeks to enhance the legal awareness and mobility of
marginalized/ informal businesses. Under the project legal services outreach shall be
extended to small businesses including home based enterprises, small shopkeepers,
growers, women entrepreneurs, hawking vendors etc. In addition, small business
shall be mobilized to access legal services.

The Need for Commercial Contracts Templates

In an increasingly complex and competitive industry, it is vital that suppliers and
purchasers are fully protected against legal and commercial risks. To counter such
risks, a viable solution; available as- of the shelf commercial contract templates- will
provide the users with first class ready to use support. With obligations properly set
out and liabilities accurately defined, the users will be in a far better position to look
after their rights and interests and move forward from their marginalized positions to
being active players of the economy. The Legal Service Providers can equally take
benefit of these templates for their professional and business development.

Disclaimer
The information contained in this template is meant to facilitate the businesses in
documenting transactions with reference to manufacturing. However, SMEDA, UNDP
or any of their employees or representatives accept no responsibility and
expressively disclaim any and all liabilities for any and all losses/shortfalls caused by
or motivated by recommendations from the information contained within this
document. Although SMEDA’s ambition is to provide accurate and reliable
information; yet, the document is not an alternative to expert legal advice and
should ideally be used in conjunction with the same. Any person using this document
and or benefiting from the information contained herein shall do so at his/her own
risk and costs and be deemed to have accepted this disclaimer.
All information contained in this document may be freely used provided that relevant
acknowledgement is accurately quoted with each usage.

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Legal Services, B&SDS

B8. SHIPPING AGREEMENT

THIS SHIPPING AGREEMENT (hereinafter referred to as the
“Agreement”) is made at [insert place] on this ____ (insert date) day of
________ (insert month), 20__ (insert year)

BY AND BETWEEN:
M/s [insert Name], a public/private company incorporated under the
Companies Ordinance, 1984, having its registered office at [insert Address]
through its [insert Designation], Mr/Mrs/Ms [insert Name];
OR
M/s [insert Name], a partnership concern of Mr/Mrs/Ms [insert Name] and
Mr/Mrs/Ms [insert Name], having its place of business at [insert Address]
through its Partner, Mr/Mrs/Ms [insert Name];
OR
M/s [insert Name], a sole proprietorship concern of Mr/Mrs/Ms [insert
Name], having its place of business at [insert Address] through Mr/Mrs/Ms
[insert Name];

(hereinafter referred to as the “Business”, which expression shall, wherever

the context so provides, include its assigns, nominees, agents and
successors-in-interest)
AND
M/s [insert Name], a public/private company incorporated under the
Companies Ordinance, 1984, having its registered office at [insert Address]
through its [insert Designation], Mr/Mrs/Ms [insert Name];
OR
M/s [insert Name], a partnership concern of Mr/Mrs/Ms [insert Name] and
Mr/Mrs/Ms [insert Name], having its place of business at [insert Address]
through its Partner, Mr/Mrs/Ms [insert Name];
OR
M/s [insert Name], a sole proprietorship concern of Mr/Mrs/Ms [insert
Name], having its place of business at [insert Address] through Mr/Mrs/Ms
[insert Name];

(hereinafter referred to as the “Shipper”, which expression shall, wherever

the context so provides, include its agents and successors-in-interest).

(The Business and the Shipper are hereinafter collectively referred to as the
“Parties” and individually as the “Party”.)
WHEREAS the Business requires the services of a Shipper in order to ship
[insert description of the materials to be shipped] (hereinafter referred to as
the ”Materials”) from [insert place] to [insert place] to be used in the

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Shipping Agreement
Pro-Gole (Right to do Business)
Legal Services, B&SDS

production of [insert description of the products] at the Business’

manufacturing plant (hereinafter referred to as the Services”).
AND WHEREAS the Shipper provides to its clients the services of shipment
of goods and raw materials from one place to another.
AND WHEREAS the Shipper has offered the Services to the Business, and
the Business has accepted the Services of the Shipper on the terms and
conditions that the Parties are desirous of reducing into writing.
NOW THEREFORE the Parties have entered into this Agreement on the
following terms and conditions:
1. SCOPE OF AGREEMENT
(1) The Shipper shall ship the Goods from [insert address] to [insert address].
(2) The Agreement shall come into effect on [insert date], and shall continue
to be in effect for a period of [insert number] years, unless terminated
earlier by either Party in accordance with the terms and conditions of this
Agreement.
2. PAYMENT
(1) The Shipper shall be entitled to receive the Shipment Fees in accordance
with the rates decided between the Parties from time to time, and
according to the weight of the Materials in the respective shipment.
(2) The Shipment Fees shall be payable by the Business to the Shipper at the
time of the booking of the shipment, in advance.
3. INSURANCE
(1) The Shipper shall, at the time of booking of a particular shipment, arrange
for the insurance of the shipment in accordance with the declared value of
the shipment by the Business, and in no case shall the liability of the
Shipper exceed the declared value of the shipment. The Shipper shall, in
no case, be held liable to the Business for any incidental damages
including loss of profits in case of any damage or loss to the shipment, or
due to the delay in the shipment for whatsoever reasons.
(2) In the event that the actual value of a shipment is in excess of the
amount so declared by the Business, the Business shall be regarded as
being the Business’ own insurer to the extent of the difference, and the
Business shall bear that proportion of any loss that the undeclared
amount bears to the actual value of the shipment.
4. SHIPPER'S LIEN
The Shipper shall have a general lien on any and all goods in a shipment for
all charges for transportation, storage, preservation of the shipment, and the
performance of other services incidental to the Shipper’s performance of the

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Pro-Gole (Right to do Business)
Legal Services, B&SDS

services under this Agreement. Such lien shall also extend to such goods for
all lawful claims for money advanced, interest, insurance, labor, and other
charges in relation to such goods or any part thereof; for all charges and
expenses for notice and advertisement of sale and for sale of the goods
where there has been a default in satisfying the Business’ obligations under
this Agreement.
5. OWNERSHIP OF GOODS
(1) The Business represents and warrants that the Business shall be the
lawful owner of the Materials in any shipment which would be shipped by
the Shipper, and has the authority to enter into and abide by the terms of
this Agreement.
(2) The Business shall indemnify the Shipper in the event of any adverse
claim or in the event the Shipper is made a Party to any litigation by
reason of having the shipment, or any portion thereof, transported or
stored, and shall pay attorney fees and court costs, if any, incurred in
connection with such litigation.
6. TERMINATION
(1) Either Party may terminate this Agreement by giving to the other Party a
[insert number] days’ prior written notice to this effect.
(2) In case of receipt of notice of termination, the Parties shall carry out their
obligations under this Agreement during the notice period, and any
Materials in transit shall be shipped to the destination by the Shipper even
if the delivery date falls after the termination of this Agreement.
7. CONFIDENTIALITY
Except with the prior written approval of the Business, the Shipper shall treat
as confidential all information which comes to its knowledge pertaining to the
Business (hereinafter referred to as the “Confidential Information”) and it
shall not disclose such Confidential Information to any third party.
8. AMENDMENTS
Any modification or amendment in the Agreement shall be made with the
written consent of the Parties.

9. FORCE MAJEURE
(1) Force Majeure shall mean any event that is beyond the reasonable control
of a Party, or the effects of which adversely affect the performance by
such Party of its obligations under this Agreement, including, but not
limited to, acts of God, sabotage, insurrection, terrorism, riots, hostilities
or war (whether declared or not), acts of the public enemy, civil
disturbances, any kind of fire, explosion, flood or accidental damage,

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Pro-Gole (Right to do Business)
Legal Services, B&SDS

epidemics, landslides, washouts, lightening, storms, earthquakes,

lockouts, blockades, shortage of labor or material, major equipment
failure, or other causes beyond the control of the Party affected.
(2) Notwithstanding anything contained hereinabove, neither Party shall be
liable to the other if it is unable to perform any of its obligations under
this Agreement due to the occurrence of Force Majeure.
(3) The Party affected by the Force Majeure event shall be entitled to suspend
performance of its obligations under the Agreement to the extent that
such performance is impeded or made impossible by the events of Force
Majeure.
(4) Each Party shall give a notice within [insert number] days of the
occurrence of the event of Force Majeure and shall promptly thereafter
consult the other Party for the purpose of finding a mutually acceptable
solution to the Force Majeure event.
10. WAIVER
(1) Failure of either Party to insist upon the strict and punctual performance
of any provision herein shall not constitute a waiver of the right to require
such performance, nor shall a waiver in one case constitute a waiver with
respect to a later breach whether of similar nature or otherwise.
(2) Nothing in this Agreement shall prevent a Party from enforcing its rights
by such remedies as may be available in addition to termination.
11. SEVERABILITY
If any provision of this Agreement is held by a Court of competent
jurisdiction to be invalid, void or unenforceable, the remaining provisions
shall nevertheless continue in full force and effect without being impaired or
invalidated in any way.
12. ASSIGNMENT
Neither Party may transfer or assign any right or obligation under this
Agreement to a third party without the prior written consent of the other
Party.
13. ENTIRE AGREEMENT
This written Agreement constitutes the entire agreement between the Parties
and no modifications shall be valid or enforceable except by the written
amendment to this Agreement.
14. DISPUTE RESOLUTION

Any dispute, controversy or claim arising out of or relating to this Agreement

or the breach, termination or invalidity thereof, shall be settled by arbitration

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 Shipping Agreement
Pro-Gole (Right to do Business)
Legal Services, B&SDS

in accordance with the Pakistan Arbitration Act, 1940, subject to the

exclusive jurisdiction of the Courts of [insert place].

15. GOVERNING LAW AND EXCLUIVE JURISDICTION

(1) This Agreement shall be governed by and construed in accordance with
the laws of Pakistan.
(2) This Agreement has been executed at [insert place] and the Parties agree
that the Courts of [insert place] shall have exclusive jurisdiction in all
matters in respect of this Agreement.
IN WITNESS WHEREOF, the Parties have caused this Agreement to be
signed in duplicate at the place and on the date aforementioned.

____________________________ ____________________________
for and on behalf of for and on behalf of
the Business the Shipper

Witnesses:

1. ___________________________ 2. ____________________________

Name: _______________________ Name: ________________________

Address:______________________ Address:_______________________

_____________________________ ______________________________